1 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _______ to ________ Commission file number 1-7006 WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN (Full Title of the Plan) BRUSH WELLMAN INC. 17876 St. Clair Avenue Cleveland, Ohio 44110 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.) 2 WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN REQUIRED INFORMATION - -------------------- Page No. 1. Report of Independent Auditors. 1 2. Statements of Financial Condition - December 31, 1994 and December 30, 1993. 2-3 3. Statements of Income and Changes in Plan Equity - Plan years ended December 31, 1994, December 30, 1993 and 1992. 4-6 4. Notes to Financial Statements. 7-12 5. Schedules required to be filed under ERISA. a. Schedule of Assets held for Investment Purposes. 13 b. Schedule of Reportable Transactions. 14-16 Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15th day of March, 1995. WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN By /s/ Dennis L. Habrat ---------------------------- Member of the Administrative Committee 3 [WRIGHT WESLEY & MILLS, P.C. LOGO] 27600 Chagrin Boulevard Suite 200 Cleveland, Ohio 44122-4421 216.464.7481 Fax 216.464.7581 ANTHONY J. WESLEY MARK G. MILLS Report of Independent Auditors WILLIAM M. POTOCZAK ------------------------------ KENNETH E. NOWAK Administrative Committee of Williams Advanced Materials Inc. Savings and Investment Plan We have audited the financial statements of Williams Advanced Materials Inc. Savings and Investment Plan listed in the Annual Report on Form 11-K as of and for the years ended December 31, 1994 and December 30, 1993 and 1992. 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 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 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 listed in the Annual Report on Form 11-K present fairly, in all material respects, the financial position of Williams Advanced Materials Inc. Savings and Investment Plan at December 31, 1994 and December 30, 1993, the results of its operations and changes in its plan equity for the years ended December 31, 1994 and December 30, 1993 and 1992 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1994 and reportable transactions for the year ended December 31, 1994 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 financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. Wright, Wesley & Mills, P.C. /s/Wright, Wesley & Mills, P.C. March 15, 1995 -1- Our clients are our friends. We never let our friends down. 4 WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION DECEMBER 31,1994 INCOME EQUITY EQUITY ASSETS FUND FUND A FUND B ------ ------ ------ ------ Brush Wellman Inc. Common Stock (cost $626,148) Managed Guaranteed Investment Contract Fund (cost $2,164,889) $2,190,100 Fidelity Equity Index Portfolio (cost $207,641) $218,527 Fidelity Fund Inc. (cost $303,057) $295,201 Fidelity Puritan Fund (cost $370,928) Participant Promissory Notes (cost $141,273) Employee Benefits Money Market Fund (cost $11,423) (37) (4) (7) ---------- ---------- ---------- 2,190,063 218,523 295,194 Contribution Receivable: Company 401(k) 27,475 3,129 4,055 Participant ---------- ---------- ---------- 27,475 3,129 4,055 Interest Receivable 29 3 4 Dividends Receivable Other ---------- ---------- ---------- 29 3 4 ---------- ---------- ---------- TOTAL ASSETS $2,217,567 $221,655 $299,253 ========== ========== ========== LIABILITIES & PLAN EQUITY ------------------------- Liabilities: Benefits Payable $46,000 $33,068 Other (3,591) ($316) (400) Plan Equity 2,175,158 221,971 266,585 ---------- ---------- ---------- TOTAL LIABILITIES & PLAN EQUITY $2,217,567 $221,655 $299,253 ========== ========== ========== EQUITY STOCK LOAN ASSETS FUND C FUND FUND TOTAL ------ ------ ----- ---- ----- Brush Wellman Inc. Common Stock (cost $626,148) $680,569 $680,569 Managed Guaranteed Investment Contract Fund (cost $2,164,889) 2,190,100 Fidelity Equity Index Portfolio (cost $207,641) 218,527 Fidelity Fund Inc. (cost $303,057) 295,201 Fidelity Puritan Fund (cost $370,928) $356,083 356,083 Participant Promissory Notes (cost $141,273) $141,273 141,273 Employee Benefits Money Market Fund (cost $11,423) (8) 11,473 6 11,423 ---------- ---------- ---------- ---------- 356,075 692,042 141,279 3,893,176 Contribution Receivable: Company 14,117 14,117 401(k) 5,959 912 41,530 ---------- ---------- ---------- ---------- 5,959 15,029 55,647 Interest Receivable 5 64 (6) 99 Dividends Receivable 3,119 3,119 Other 6,588 6,588 ---------- ---------- ---------- ---------- 5 9,771 (6) 9,806 ---------- ---------- ---------- ---------- TOTAL ASSETS $362,039 $716,842 $141,273 $3,958,629 ========== ========== ========== ========== LIABILITIES & PLAN EQUITY ------------------------- Liabilities: Benefits Payable $29,509 $108,577 Other ($974) 206 $8,199 3,124 Plan Equity 363,013 687,127 133,074 3,846,928 ---------- ---------- ---------- ---------- TOTAL LIABILITIES & PLAN EQUITY $362,039 $716,842 $14,273 $3,958,629 ========== ========== ========== ========== <FN> See accompanying notes to financial statements. -2- 5 WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION DECEMBER 30,1993 INCOME EQUITY EQUITY ASSETS FUND FUND A FUND B ------ ------ ------ ------ Brush Wellman Inc. Common Stock (cost $533,504) Managed Guaranteed Investment Contract Fund (cost $1,818,095) $1,954,893 Fidelity Equity Index Portfolio (cost $161,556) $176,436 Fidelity Fund Inc. (cost $213,147) $216,602 Fidelity Puritan Fund (cost $269,942) Participant Promissory Notes (cost $82,993) Employee Benefits Money Market Fund (cost $14,654) ---------- ---------- ---------- 1,954,893 176,436 216,602 Contribution Receivable: Company 401(k) 23,413 2,563 2,975 Participant 515 144 216 ---------- ---------- ---------- 23,928 2,707 3,191 Interest Receivable 5 5 6 Dividends Receivable 1,384 Other 40 4 4 ---------- ---------- ---------- 45 1,393 10 ---------- ---------- ---------- TOTAL ASSETS $1,978,866 $180,536 $219,803 ========== ========== ========== LIABILITIES & PLAN EQUITY ------------------------- Liabilities: Benefits Payable $46,312 Other (5,218) $1,605 ($464) Plan Equity 1,937,772 178,931 220,267 ---------- ---------- ---------- TOTAL LIABILITIES & PLAN EQUITY $1,978,866 $180,536 $219,803 ========== ========== ========== EQUITY STOCK LOAN ASSETS FUND C FUND FUND TOTAL ------ ------ ---- ---- ----- Brush Wellman Inc. Common Stock (cost $533,504) $471,248 $471,248 Managed Guaranteed Investment Contract Fund (cost $1,818,095) 1,954,893 Fidelity Equity Index Portfolio (cost $161,556) 176,436 Fidelity Fund Inc. (cost $213,147) 216,602 Fidelity Puritan Fund (cost $269,942) $277,245 277,245 Participant Promissory Notes (cost $82,993) $82,993 82,993 Employee Benefits Money Market Fund (cost $14,654) 10,620 4,034 14,654 ---------- ---------- ---------- ---------- 277,245 481,868 87,027 3,194,071 Contribution Receivable: Company 12,184 12,184 401(k) 3,973 762 33,686 Participant 216 1,091 ---------- ---------- ---------- ---------- 4,189 12,946 46,961 Interest Receivable 8 30 18 72 Dividends Receivable 1,623 3,007 Other 7 (277) (222) ---------- ---------- ---------- ---------- 15 1,376 18 2,857 ---------- ---------- ---------- ---------- TOTAL ASSETS $281,449 $496,190 $87,045 $3,243,889 ========== ========== ========== ========== LIABILITIES & PLAN EQUITY ------------------------- Liabilities: Benefits Payable $46,312 Other ($2,177) $8,113 $8,141 10,000 Plan Equity 283,626 488,077 78,904 3,187,577 ---------- ---------- ---------- ---------- TOTAL LIABILITIES & PLAN EQUITY $281,449 $496,190 $87,045 $3,243,889 ========== ========== ========== ========== <FN> See accompanying notes to financial statements. -3- 6 WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY YEAR ENDED DECEMBER 31,1994 INCOME EQUITY EQUITY EQUITY FUND FUND A FUND B FUND C ------ ------ ------ ------ Investment Income: Dividends $4,966 $4,578 $11,138 Interest $299 44 70 87 Other Income (Expense) (7,054) 1,263 13,265 15,172 ---------- ---------- ---------- ---------- (6,755) 6,273 17,913 26,397 Realized Gain (Loss) on Investments-Note E 243,352 Unrealized Appreciation (Depreciation) on Investments-Note F (111,588) (3,995) (11,311) (22,148) Contributions-Note B: Company 401(k) 249,765 36,646 51,964 65,743 Participant 5,612 450 674 674 ---------- ---------- ---------- ---------- 255,377 37,096 52,638 66,417 Investment Election Change (35,685) 807 23,241 5,764 Loan Transfers (13,269) 3,313 (2,617) 3,444 Unallocated Loan Payments Withdrawals and Terminations-Note C 94,046 454 33,545 487 ---------- ---------- ---------- ---------- Income and Changes in Plan Equity 237,386 43,040 46,319 79,387 Plan Equity at Beginning of the Year 1,937,772 178,931 220,266 283,626 ---------- ---------- ---------- ---------- Plan Equity at End of the Year $2,175,158 $221,971 $266,585 $363,013 ========== ========== ========== ========== STOCK LOAN FUND FUND TOTAL ----- ---- ----- Investment Income: Dividends $9,709 $30,391 Interest 329 $6,091 6,920 Other Income (Expense) 277 22,923 ---------- ---------- ---------- 10,315 6,091 60,234 Realized Gain (Loss) on Investments-Note E (426) 242,926 Unrealized Appreciation (Depreciation) on Investments-Note F 116,678 (32,364) Contributions-Note B: Company 143,999 143,999 401(k) 10,334 414,452 Participant 7,410 ---------- ---------- ---------- 154,333 565,861 Investment Election Change 5,919 46 Loan Transfers (44,035) 53,164 Unallocated Loan Payments (5,085) (5,085) Withdrawals and Terminations-Note C 43,734 172,266 ---------- ---------- ---------- Income and Changes in Plan Equity 199,050 54,170 659,352 Plan Equity at Beginning of the Year 488,077 78,904 3,187,576 ---------- ---------- ---------- Plan Equity at End of the Year $687,127 $133,074 $3,846,928 ========== ========== ========== <FN> See accompanying notes to financial statements. -4- 7 WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY YEAR ENDED DECEMBER 30,1993 INCOME EQUITY EQUITY EQUITY FUND FUND A FUND B FUND C ------ ------ ------ ------ Investment Income: Dividends $4,131 $3,827 $8,339 Interest $223 103 51 78 Other Income (Expense) (6,974) 2,304 24,051 19,883 ---------- ---------- ---------- ---------- (6,751) 6,538 27,929 28,300 Realized Gain (Loss) on Investments-Note E 6,654 1,882 163 780 Unrealized Appreciation (Depreciation) on Investments-Note F 119,805 6,435 (220) 2,410 Contributions-Note B: Company 401(k) 257,827 33,855 32,550 37,632 Participant 5,022 168 252 252 ---------- ---------- ---------- ---------- 262,849 34,023 32,802 37,884 Investment Election Change (131,103) 2,077 26,037 102,578 Loan Transfers 21,631 (4,231) 460 5,481 Unallocated Loan Payments Withdrawals and Terminations-Note C 118,664 178 180 121 ---------- ---------- ---------- ---------- Income and Changes in Plan Equity 154,421 46,546 86,991 177,312 Plan Equity at Beginning of the Year 1,783,351 132,385 133,276 106,314 ---------- ---------- ---------- ---------- Plan Equity at End of the Year $1,937,772 $178,931 $220,267 $283,626 ========== ========== ========== ========== STOCK LOAN FUND FUND TOTAL ----- ---- ----- Investment Income: Dividends $5,781 $22,078 Interest 289 $4,548 5,292 Other Income (Expense) (277) 38,987 ---------- ---------- ---------- 5,793 4,548 66,357 Realized Gain (Loss) on Investments-Note E (86) 9,393 Unrealized Appreciation (Depreciation) on Investments-Note F (15,233) 113,197 Contributions-Note B: Company 132,536 132,536 401(k) 10,563 372,427 Participant 5,694 ---------- ---------- ---------- 143,099 510,657 Investment Election Change 411 Loan Transfers (13,417) (9,924) Unallocated Loan Payments (7,017) (7,017) Withdrawals and Terminations-Note C 4,827 123,970 ---------- ---------- ---------- Income and Changes in Plan Equity 115,740 (12,393) 568,617 Plan Equity at Beginning of the Year 372,337 91,297 2,618,960 ---------- ---------- ---------- Plan Equity at End of the Year $488,077 $78,904 $3,187,577 ========== ========== ========== <FN> See accompanying notes to financial statements. -5- 8 WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY YEAR ENDED DECEMBER 30,1992 INCOME EQUITY EQUITY EQUITY FUND FUND A FUND B FUND C ------ ------ ------ ------ Investment Income: Dividends $3,411 $2,638 $4,856 Interest $101,681 46 49 25 Other Income (Expense) (6,139) 3,561 4,338 ---------- ---------- ---------- ---------- 95,542 3,457 6,248 9,219 Realized Gain (Loss) on Investments-Note E 19 (5) 106 286 Unrealized Appreciation (Depreciation) on Investments-Note F 16,992 9,413 2,249 2,823 Contributions-Note B Company 401(k) 231,597 24,735 34,461 19,618 Participant 4,750 ---------- ---------- ---------- ---------- 236,347 24,735 34,461 19,618 Investment Election Change (5,250) 17,466 15,805 9,257 Loan Transfers 12,442 (2,998) 1,358 690 Unallocated Loan Payments Withdrawals and Terminations-Note C 76,102 299 4,069 2,972 ---------- ---------- ---------- ---------- Income and Changes in Plan Equity 279,990 51,769 56,158 38,921 Plan Equity at Beginning of the Year 1,503,361 80,616 77,118 67,393 ---------- ---------- ---------- ---------- Plan Equity at End of the Year $1,783,351 $132,385 $133,276 $106,314 ========== ========== ========== ========== STOCK LOAN FUND FUND TOTAL ----- ---- ----- Investment Income: Dividends $5,886 $16,791 Interest 278 $5,623 107,702 Other Income (Expense) (1,213) 547 ---------- ---------- ---------- 4,951 5,623 125,040 Realized Gain (Loss) on Investments-Note E (1,715) (1,309) Unrealized Appreciation (Depreciation) on Investments-Note F 42,580 74,057 Contributions-Note B Company 115,079 115,079 401(k) 13,220 323,631 Participant 4,750 ---------- ---------- 128,299 443,460 Investment Election Change (37,278) Loan Transfers (24,440) 12,948 Unallocated Loan Payments 4,886 4,886 Withdrawals and Terminations--Note C 19,835 874 104,151 ---------- ---------- ---------- Income and Changes in Plan Equity 92,562 22,583 541,983 Plan Equity at Beginning of the Year 279,775 68,714 2,076,977 ---------- ---------- ---------- Plan Equity at End of the Year $372,337 $91,297 $2,618,960 ========== ========== ========== <FN> See accompanying notes to financial statements. -6- 9 NOTES TO FINANCIAL STATEMENTS WILLIAMS ADVANCED MATERIALS INC. SAVINGS AND INVESTMENT PLAN DECEMBER 31, 1994, DECEMBER 30, 1993 AND 1992 NOTE A - The accounting records of the Williams Advanced Materials Inc. Savings and Investment Plan (Plan) are maintained on the accrual basis. Investments are stated at current market value. Investment in securities traded on national securities exchanges are valued at latest reported closing price. Investment in participant units of the Managed Guaranteed Investment Contract Fund and the Employee Benefits Money Market Fund are stated at market value as determined by the Trustee. Cost is determined by the average cost method. In 1994 the Plan changed its year end from December 30 to December 31. The effect of this change on the financial statements is not material. NOTE B - The Plan is a defined contribution plan which covers certain eligible employees with one year of eligibility service with Williams Advanced Materials Inc. (Company), a wholly owned subsidiary of Brush Wellman Inc. (Parent Company). An employee shall be credited with a year of eligibility service if he is credited with at least 1,000 hours of service in any twelve consecutive month period beginning with a date of hire or rehire of the employee (or an anniversary of the latest such date). The Plan provides for basic contributions on behalf of employees up to 6% of their earnings through either salary reduction or employee after-tax contributions. Basic contributions were matched by the Company at the rate of 50% of such contributions. The rate at which such basic contributions are matched by the Company may be decreased or increased (up to 100%) by action of the Company's Board of Directors. An employee who makes basic contributions of 6% of earnings may also make supplemental contributions of up to 9% of earnings which are not matched by Company contributions and which may be made in any combination of salary reduction and/or after-tax contributions. An employee's contributions made to the Plan on a salary reduction basis may not exceed certain maximum amounts. The maximum amounts were $9,240 in 1994, $8,994 in 1993 and $8,728 in 1992. All employee and Company matching contributions are fully vested at all times. Participants may direct that their basic, supplemental and transfer contributions (as described in the Plan) be invested in one or more of the Income Fund, Equity Fund A, Equity Fund B, Equity Fund C, and the Company Stock Fund in increments of 10%. All Company matching contributions are invested in the Company Stock Fund except with -7- 10 respect to participants age 59 1/2 or older who may transfer such contributions to other investment funds. The Income Fund invests primarily in the Managed Guaranteed Investment Contract Fund, the objective of which is to achieve high current income with stability of principal. The fund is primarily invested in Guaranteed Investment Contracts. Equity Fund A began investing primarily in Fidelity U.S. Equity Index Portfolio April 1, 1992. This fund is a growth and income fund. It seeks a yield that corresponds with the total return of the S&P 500 Index. The fund's share price will fluctuate and dividend amounts will vary. Prior to that, Equity Fund A invested primarily in Fidelity Equity Income Fund. Equity Fund B invests primarily in the Fidelity Fund. This fund seeks long-term capital growth and current return on capital and will select some securities for their income characteristics, which may limit the potential for growth. The fund's share price and dividend income will fluctuate as the value and yields of the securities in its investment portfolio fluctuate. Equity Fund C invests primarily in Fidelity Puritan Fund. This fund is a growth and income fund. It seeks capital growth in addition to regular quarterly dividends. It invests in a broadly diversified portfolio of common stocks, preferred stocks and bonds, including lower-quality, high yield debt securities. The fund's share price will fluctuate and dividend amounts will vary. The Company Stock Fund invests primarily in Brush Wellman Inc. Common Stock. Prior to June 1, 1989, participants could have directed a portion of their contributions to be used to purchase insurance policies that were excluded from Plan assets. Life insurance policies on the lives of participants, purchased under the Plan prior to July 1, 1989, may continue to be held. A participant may borrow funds from their account, provided the loan is secured by the participant's interest in their account and evidenced by a promissory note executed by the participant. The promissory notes are held in trust as a separate fund, Loan Fund, of the Plan. All costs and expenses incurred in connection with the administration of the Plan for 1994, 1993 and 1992 were paid by the Company. Information concerning the Plan agreement and the vesting and benefit provisions is contained in the Summary Plan Description. Copies of this pamphlet are available from the Plan administrator. -8- 11 NOTE C - At retirement, death or other termination, a participant (or his death beneficiary) is eligible to receive a distribution of all employee and Company matching contributions credited to the employee's account plus or minus any net gain or loss thereon. The value of distributions and withdrawals is based on the value of a participant's account on the valuation date immediately preceding the date of distribution or withdrawal and is deducted from the participant's account as of such valuation date. Distribution to a participant or a person designated by the participant as his death beneficiary is made under one of the following methods as elected by the participant: (i) lump sum payment in cash; or (ii) lump sum payment in cash, except that a participant's interest in the Company Stock Fund will be paid in full shares of Common Stock of the Parent Company, with any fractional shares being paid in cash. (iii) under either method (i) or (ii) with respect to that portion of the participant's benefit under the provisions of the Plan in effect after June 30, 1989, and in an annuity contract with respect to that portion of the participant's benefit under the provisions of the Plan in effect prior to July 1, 1989 if the distribution is greater than $3,500. NOTE D - Shares or face value by investment as of December 31, 1994 and December 30, 1993 are as follows: Shares by Investment --------------------------------- Investment 1994 1993 ---------- -------- -------- Managed Guaranteed Investment Contract Fund 216,462 1,807,743 Fidelity U.S. Equity Index Portfolio 12,923 10,216 Fidelity Fund Inc. 15,574 11,240 Fidelity Puritan Fund 24,043 17,603 Brush Wellman Inc. Common Stock 38,873 33,070 Employee Benefit Money Market Fund 11,423 14,654 In addition $141,273 and $82,993 were invested in Participant Promissory Notes as of December 31, 1994 and 1993, respectively. -9- 12 NOTE E - The net realized gain (loss) on sales of investments for the Plan years ended December 31, 1994, December 30, 1993 and 1992 is as follows: 1994 ----------------------------------------------------- Investment Shares Cost Proceeds Gain(Loss) - ---------- ---------- ------------ ----------- ---------- Managed Guaranteed Investment Contract Fund 1,937,599 $1,961,973 $2,205,325 $243,352 Brush Wellman Inc. Common Stock 161 2,967 2,541 (426) -------- $242,926 ======== 1993 ----------------------------------------------------- Investment Shares Cost Proceeds Gain(Loss) - ---------- ---------- ------------ ----------- ---------- Managed Guaranteed Investment Contract Fund 157,790 $158,059 $164,713 $6,654 Fidelity U.S. Equity Index Portfolio 1,250 19,599 21,481 1,882 Fidelity Fund Inc. 134 2,481 2,644 163 Fidelity Puritan Fund 705 9,954 10,734 780 Brush Wellman Inc. Common Stock 67 1,158 1,072 (86) ------- $9,393 ======= 1992 ----------------------------------------------------- Investment Shares Cost Proceeds Gain(Loss) - ---------- ---------- ------------ ----------- ---------- Managed Guaranteed Investment Contract Fund 141,510 $141,510 $141,529 $ 19 Fidelity U.S. Equity Index Portfolio 570 8,686 8,767 81 Fidelity Equity Income Fund 3,161 84,221 84,135 (86) Fidelity Fund Inc. 248 4,552 4,658 106 Fidelity Puritan Fund 400 5,615 5,901 286 Brush Wellman Inc. Common Stock 1,977 34,556 32,841 (1,715) ------- $(1,309) ======= The Department of Labor requires that realized gains and losses be calculated using current cost (cost at the beginning of the Plan year) rather than historical cost. Realized gains under the current cost method for the year ended December 31, 1994 are as follows: Realized Gain ----------- Managed Guaranteed Investment Contract Fund $106,554 Brush Wellman Inc. Common Stock 5,185 ----------- $111,739 ======== -10- 13 NOTE F - The unrealized appreciation (depreciation) of investments for the Plan years ended December 31, 1994, December 30, 1993 and 1992 is as follows: Balance Balance December 31 December 31 1993 Change 1994 --------------- ------ --------------- Managed Guaranteed Investment Contract Fund $136,797 $(111,588) $25,209 Fidelity U.S. Equity Index Portfolio 14,881 (3,995) 10,886 Fidelity Fund Inc. 3,456 (11,311) (7,855) Fidelity Puritan Fund 7,303 (22,148) (14,845) Brush Wellman Inc. Common Stock (62,257) 116,678 54,421 -------- $(32,364) ======== Balance Balance December 31 December 30 1992 Change 1993 --------------- ------ --------------- Managed Guaranteed Investment Contract Fund $ 16,992 $119,805 $136,797 Fidelity U.S. Equity Index Portfolio 8,446 6,435 14,881 Fidelity Fund Inc. 3,676 (220) 3,456 Fidelity Puritan Fund 4,893 2,410 7,303 Brush Wellman Inc. Common Stock (47,024) (15,233) (62,257) --------- $113,197 ========= Balance Balance December 31 December 30 1991 Change 1992 --------------- ------ --------------- Managed Guaranteed Investment Contract Fund - $ 16,992 $ 16,992 Fidelity U.S. Equity Index Portfolio - 8,446 8,446 Fidelity Equity Income Fund $ (967) 967 - Fidelity Fund Inc. 1,427 2,249 3,676 Fidelity Puritan Fund 2,070 2,823 4,893 Brush Wellman Inc. Common Stock (89,604) 42,580 (47,024) -------- $ 74,057 ======== -11- 14 The Department of Labor requires that unrealized appreciation and depreciation be calculated using current cost rather than historical cost. Unrealized gains and losses under the current cost method for the year ended December 31, 1994 are as follows: Change in Unrealized Gain(Loss) --------------------- Managed Guaranteed Investment Contract Fund $25,210 Fidelity U.S. Equity Index Portfolio (3,995) Fidelity Fund Inc. (11,312) Fidelity Puritan Fund (22,148) Brush Wellman Inc. Common Stock 111,067 ------- $98,822 ======= NOTE G - The Internal Revenue Service has determined that the Plan is qualified under Internal Revenue Code Section 401(a) and that the related trust is, therefore, tax-exempt under Code Section 501(a). Continued qualification of the Plan depends upon timely adoption and operational application of certain amendments required as a result of the Tax Reform Act of 1986 (Act). In the Company's opinion, the Plan is operating in compliance with the applicable provisions of the Act. The Company is allowed a federal income tax deduction for its employer matching contributions to the Plan. The Plan provides, among other things, for contributions to be made to the Plan pursuant to a qualified cash or deferred arrangement (CODA) under Section 401(k) of the IRC. CODA contributions made to the Trust for a participant will reduce a participant's current compensation and will not be included in the gross income of the participant for federal income tax purposes in the year made. Such amounts will, however, be considered as part of the participant's gross income for purposes of Social Security taxes. Non-CODA contributions withheld under the Plan from a participant through payroll deductions will be included in the gross income of the participant in the year withheld and are not deductible by the participant for federal income tax purposes. A participant does not become subject to federal income taxes as a result of their participation in the Plan until the assets in their account are withdrawn by, or distributed to, the participant. NOTE H - Effective January 1, 1995 the Plan was merged with the Brush Wellman Inc. Savings and Investment Plan. There have been no substantial changes in eligibility, Company contributions, plan benefits or value of plan assets as a result of the merger. Subsequent to December 31, 1994, substantially all of the Plan's investment funds have been transferred to new funds. There has been no material change in the investment fund value as a result of the transfer. -12- 15 EIN 16-0690610 PN 002 WILLIAMS ADVANCED MATERIALS INC. SAVINGS & INVESTMENT PLAN DECEMBER 31,1994 ITEM 30a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES: CURRENT INVESTMENTS DESCRIPTION COST VALUE ----------- ----------- ---- ------- Brush Wellman Inc. Common Stock Common Stock $626,148 $680,569 Managed Guaranteed Investment Contract Fund Bank Common/ $2,164,889 $2,190,100 Collective Trust Fidelity U.S. Equity Index Portfolio Mutual Fund $207,641 $218,527 Fidelity Fund Inc. Mutual Fund $303,057 $295,201 Fidelity Puritan Fund Mutual Fund $370,928 $356,083 Participant Promissory Notes Participant Loans $141,273 $141,273 Employee Benefits Money Market Fund Bank Common/ $11,423 $11,423 Collective Trust -13- 16 DECEMBER 31, 1994 R-773 SOCIETY NATIONAL BANK TRUSTEE FOR WILLIAMS ADVANCED MATERIALS PROFIT SHARING PLAN THE BEGINNING PLAN VALUE AGAINST WHICH TRANSACTIONS WERE TESTED FOR PURPOSES OF THIS SET OF REPORTS WAS $3,250,182.37 31649900 WILLIAMS ADV MATERIALS EQ FD A SVP 31649903 WILLIAMS ADV MATERIALS EQ FD B SVP 31649906 WILLIAMS ADV MATERIALS EQ FD C SVP 31649909 WILLIAMS ADV MATERIALS INCOME S/V/P 31649912 WILLIAMS ADV MATERIALS CO STOCK SVP 31649915 WILLIAMS ADV MATERIALS CONTRIB SVP 31649918 WILLIAMS ADV MATERIALS LOAN S/V/P 31649921 WILLIAMS ADV MATERIALS LIFE INS SVP [SOCIETY CORPORATION LOGO] Investment Management and Trust Services - 14 - 17 WILLIAMS ADVANCED MATERIALS DECEMBER 31, 1994 R-774 SINGLE PURCHASES AND/OR SALES IN EXCESS OF 5% OF BEGINNING PLAN VALUE DATE TRANSACTION DESCRIPTION COMMISSION NET PAID/RECEIVED COST NET GAIN/LOSS 10/26/94 SALE OF 1,871,730.472 SHARES OF 2,133,585.57 1,895,669.85 237,915.72 SOCIETY NATIONAL BANK EB MAGIC FUND TRADE 10-27-94 FOR SETTLEMENT 10-27-94 AT 1.1399 PER SHARE NET TRADE LESS TAX 0.00 OTHER EXP 0.00 TO BROKER NOT APPLICABLE BROKER - BROKER NOT NECESSARY 10/27/94 PURCHASED 213,358.557 SHARES OF 2,133,585.57 2,133,585.57 SOCIETY NATIONAL BANK EB MAGIC FUND TRADE 10-27-94 FOR SETTLEMENT 10-27-94 AT 10.00 PER SHARE NET TRADE PLUS OTHER EXP 0.00 FROM BROKER NOT APPLICABLE BROKER - BROKER NOT NECESSARY R-774-0001 [SOCIETY CORPORATION LOGO] Investment Management and Trust Services - 15 - 18 WILLIAMS ADVANCED MATERIALS DECEMBER 31, 1994 R-776 SUMMARY OF PURCHASES AND/OR SALES IN SAME ISSUE IN EXCESS OF 5% OF BEGINNING PLAN VALUE ------------- PURCHASES ------------ ------------------------ SALES --------------------- TRANSACTION DESCRIPTION # TRANS COST # TRANS PROCEEDS GAIN OR LOSS ============================ ============= ================== ============= ============== ================= EMPLOYEE BENEFITS MONEY 215 746,363.91 151 761,017.91 0.00 MARKET FUND SOCIETY NATIONAL BANK 10 2,277,462.48 10 2,205,324.67 243,351.97 EB MAGIC FUND GRAND TOTAL: 225 3,023,826.39 161 2,966,342.58 243,351.97 R-776-0001 [SOCIETY CORPORATION LOGO] Investment Management and Trust Services - 16 -