1
EXHIBIT 99
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, 1995
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
BRUSH WELLMAN 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
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
REQUIRED INFORMATION
Page No.
1. Report of Independent Auditors 1
2. Statements of Financial Condition -
December 31, 1995 and December 31, 1994 2-3
3. Statements of Income and Changes in Plan
Equity - Plan years ended December 31, 1995,
December 31, 1994 and December 30, 1993 4-7
4. Notes to Financial Statements 8-16
5. Schedules required to be filed under ERISA
a. Schedule of Assets held for Investment
Purposes 17
b. Schedule of Reportable Transactions 18
6. Consent of Independent Auditors 19
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 18th day of March, 1996.
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
By /s/ Dennis L. Habrat
----------------------------
Member of the Administrative
Committee
3
[Letter Head]
Report of Independent Auditors
------------------------------
Administrative Committee of
Brush Wellman Inc. Savings
and Investment Plan
We have audited the financial statements of Brush Wellman Inc. Savings
and Investment Plan listed in the Annual Report on Form 11-K as of and for the
years ended December 31, 1995 and 1994 and December 30, 1993. 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
Brush Wellman Inc. Savings and Investment Plan at December 31, 1995 and 1994,
the results of its operations and changes in its plan equity for the years
ended December 31, 1995 and 1994 and December 30, 1993 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, 1995 and reportable
transactions for the year ended December 31, 1995 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 18, 1996
1
4
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995
S&P 500 ASSET FIXED MONEY
ASSETS GROWTH INTERNATIONAL INCOME INDEX ALLOCATION INCOME MARKET
------ ------ ------------- ------ ----- ---------- ------ ------
Brush Wellman Inc. Common Stock
(cost $19,877,694)
Janus Fund
(cost $5,801,586) $6,804,651
Templeton Foreign Fund
(cost $4,501,939) $4,629,897
PFAMCO Equity Income Fund
(cost $3,885,041) $4,574,485
Northern Trust Collective Stock Index Fund
(cost $5,714,906) $7,000,520
Phoenix Total Return Fund
(cost $5,446,128) $5,758,773
PIMCO Total Return Fund
(cost $5,952,689) $6,479,743
Northern Trust Short-Term Investment Fund
(cost $6,526,065) $6,526,065
Paticipant Promissory Notes
(cost $2,980,787)
Employee Benefits Money Market Fund
(cost $84,339)
---------- ---------- ---------- ---------- ---------- ---------- ----------
6,804,651 4,629,897 4,574,485 7,000,520 5,758,773 6,479,743 6,526,065
Contribution Receivable:
Company
401(k) 88,532 61,402 45,024 53,885 51,977 54,923 40,401
---------- ---------- ---------- ---------- ---------- ---------- ----------
88,532 61,402 45,024 53,885 51,977 54,923 40,401
Dividends Receivable 229,096 30,071 36,914
Interest Receivable 29,509
Other 145,249 52,642 160,741
---------- ---------- ---------- ---------- ---------- ---------- ----------
374,345 82,713 160,741 36,914 29,509
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL ASSETS $7,267,528 $4,774,012 $4,780,250 $7,054,405 $5,810,750 $6,571,580 $6,595,975
========== ========== ========== ========== ========== ========== ==========
LIABILITIES & PLAN EQUITY
Liabilities:
Plan Equity 7,267,528 4,774,012 4,780,250 7,054,405 5,810,750 6,571,580 6,595,975
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES & PLAN EQUITY $7,267,528 $4,774,012 $4,780,250 $7,054,405 $5,810,750 $6,571,580 $6,595,975
========== ========== ========== ========== ========== ========== ==========
STOCK PAYSOP LOAN
ASSETS FUND FUND FUND TOTAL
------ ---- ---- ---- -----
Brush Wellman Inc. Common Stock
(cost $19,877,694) $17,320,725 $235,100 $17,555,825
Janus Fund
(cost $5,801,586) 6,804,651
Templeton Foreign Fund
(cost $4,501,939) 4,629,897
PFAMCO Equity Income Fund
(cost $3,885,041) 4,574,485
Northern Trust Collective Stock Index Fund
(cost $5,714,906) 7,000,520
Phoenix Total Return Fund
(cost $5,446,128) 5,758,773
PIMCO Total Return Fund
(cost $5,952,689) 6,479,743
Northern Trust Short-Term Investment Fund
(cost $6,526,065) 6,526,065
Paticipant Promissory Notes
(cost $2,980,787) $2,980,787 2,980,787
Employee Benefits Money Market Fund
(cost $84,339) 61,627 22,712 84,339
----------- -------- ---------- -----------
17,382,352 257,812 2,980,787 62,395,085
Contribution Receivable:
Company 146,961 146,961
401(k) 36,733 432,877
----------- -------- ---------- -----------
183,694 579,838
Dividends Receivable 100,285 396,366
Interest Receivable 612 30,121
Other 1,469 121,271 481,372
----------- -------- ---------- -----------
100,897 1,469 121,271 907,859
----------- -------- ---------- -----------
TOTAL ASSETS $17,666,943 $259,281 $3,102,058 $63,882,782
=========== ======== ========== ===========
LIABILITIES & PLAN EQUITY
Liabilities:
Plan Equity 17,666,943 259,281 3,102,058 63,882,782
----------- -------- ---------- -----------
TOTAL LIABILITIES & PLAN EQUITY $17,666,943 $259,281 $3,102,058 $63,882,782
=========== ======== ========== ===========
See accompanying notes to financial statements.
2
5
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1994
INCOME EQUITY EQUITY EQUITY
ASSETS FUND FUND A FUND B FUND C
------ ---- ------ ------ ------
Brush Wellman Inc. Common Stock
(cost $17,878,122)
Managed Guaranteed Investment
Contract Fund (cost $15,131,587) $15,307,840
Fidelity Equity Index Portfolio
(cost $5,711,947) $6,173,766
Fidelity Fund Inc.
(cost $2,553,128) $2,546,769
Fideltiy Puritan Fund
(cost $5,240,263) $5,257,921
Participant Promissory Notes
(cost $2,579,983)
Employee Benefits Money Market
Fund (cost $285,392) (258) (106) (61) (116)
----------- ---------- ---------- ----------
15,307,582 6,173,660 2,546,708 5,257,805
Contribution Receivable:
Company
401(k) 152,483 55,518 36,883 78,534
Participant
----------- ---------- ---------- ----------
152,483 55,518 36,883 78,534
Interest Receivable 537 117 59 100
Dividends Receivable
Other
----------- ---------- ---------- ----------
537 117 59 100
----------- ---------- ---------- ----------
TOTAL ASSETS $15,460,602 $6,229,295 $2,583,650 $5,336,439
=========== ========== ========== ==========
LIABILITIES & PLAN EQUITY
Liabilities:
Benefits Payable $264,098 $ 73,329 $ 49,688 $ 26,515
Other (50,509) (20,445) (15,941) (17,917)
Plan Equity 15,247,013 6,176,411 2,549,903 5,327,841
----------- ---------- ---------- ----------
TOTAL LIABILITIES & PLAN EQUITY $15,460,602 $6,229,295 $2,583,650 $5,336,439
=========== ========== ========== ==========
STOCK PAYSOP LOAN
ASSETS FUND FUND FUND TOTAL
------ ---- ---- ---- -----
Brush Wellman Inc. Common Stock
(cost $17,878,122) $15,418,011 $240,296 $15,658,307
Managed Guaranteed Investment
Contract Fund (cost $15,131,587) 15,307,840
Fidelity Equity Index Portfolio
(cost $5,711,947) 6,173,766
Fidelity Fund Inc.
(cost $2,553,128) 2,546,769
Fideltiy Puritan Fund
(cost $5,240,263) 5,257,921
Participant Promissory Notes
(cost $2,579,983) $2,579,983 2,579,983
Employee Benefits Money Market
Fund (cost $285,392) 259,920 25,744 269 285,392
----------- -------- ---------- -----------
15,677,931 266,040 2,580,252 47,809,978
Contribution Receivable:
Company 130,525 130,525
401(k) 39,490 362,908
Participant
----------- -------- ---------- -----------
170,015 493,433
Interest Receivable 1,178 116 (278) 1,829
Dividends Receivable 71,213 1,106 72,319
Other 35,694 35,694
----------- -------- ---------- -----------
108,085 1,222 (278) 109,842
----------- -------- ---------- -----------
TOTAL ASSETS $15,956,031 $267,262 $2,579,974 $48,413,253
=========== ======== ========== ===========
LIABILITIES & PLAN EQUITY
Liabilities:
Benefits Payable $189,192 $3,198 $ 68,718 $674,738
Other (12,651) 405 139,460 22,402
Plan Equity 15,779,490 263,659 2,371,796 47,716,113
----------- -------- ---------- -----------
TOTAL LIABILITIES & PLAN EQUITY $15,956,031 $267,262 $2,579,974 $48,413,253
=========== ======== ========== ===========
See accompanying notes to financial statements.
3
6
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1995
S&P 500 ASSET FIXED MONEY
GROWTH INTERNATIONAL INCOME INDEX ALLOCATION INCOME MARKET
------ ------------- ------ ----- ---------- ------ ------
Investment Income:
Dividends $ 230,704 $ 120,175 $ 118,087 $ 126,716 $ 175,358 $ 37,345 $ 335
Interest 3 62 (57) 1,406 (88) 369,523 384,180
Other Income (Expense) 145,446 52,799 160,893 215 (5,789) 130 411
---------- ---------- ---------- ---------- ---------- ---------- ----------
376,154 173,036 278,923 128,337 169,481 406,998 384,926
Realized Gain (Loss) on
Investments--Note E 110,541 177,639 84,078 332,016 417,723 143,684
Unrealized Appreciation (Depreciation)
on Investments--Note F 1,003,066 127,958 689,444 1,285,614 312,645 527,054
Contributions--Note B
Company
401(k) 1,095,412 827,949 572,343 597,024 679,023 698,659 514,984
---------- ---------- ---------- ---------- ---------- ---------- ----------
1,095,412 827,949 572,343 597,024 679,023 698,659 514,984
Plan Merger -- Note A 501
Investment Election Change:
1/1/95 Plan Change 4,298,945 3,712,726 2,976,847 4,587,494 5,167,817 5,192,931 6,663,511
Current Year Changes 541,260 (75,928) 308,292 367,108 (718,922) (47,775) (93,355)
Loan Transfers (22,439) 3,922 (9,258) (20,141) (19,177) (119,899) (83,478)
Unallocated Loan Payments
Withdrawals and
Terminations--Note C 135,410 173,290 120,419 223,047 197,840 230,072 791,114
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income and Changes in Plan Equity 7,267,528 4,774,012 4,780,250 7,054,405 5,810,750 6,571,580 6,595,975
Plan Equity at Beginning of the Year 0 0 0 0 0 0 0
---------- ---------- ---------- ---------- ---------- ---------- ----------
Plan Equity at End of the Year $7,267,528 $4,774,012 $4,780,250 $7,054,405 $5,810,750 $6,571,580 $6,595,975
========== ========== ========== ========== ========== ========== ==========
See accompanying notes to financial statements.
4
7
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1995
INCOME EQUITY EQUITY EQUITY
FUND FUND A FUND B FUND C
---- ------ ------ ------
Investment Income:
Dividends
Interest
Other Income (Expense)
------------ ---------- ----------- -----------
Realized Gain (Loss) on
Investments--Note E 214,089 474,999 (12,619) 5,888
Unrealized Appreciation (Depreciation)
on Investments--Note F (201,462) (472,705) 14,214 (2,813)
Contributions--Note B
Company
401(k)
------------ ---------- ----------- -----------
Plan Merger -- Note A 2,174,657 221,971 266,585 363,013
Investment Election Change:
1/1/95 Plan Change (17,434,297) (6,400,676) (2,818,083) (5,693,929)
Current Year Changes
Loan Transfers
Unallocated Loan Payments
Withdrawals and
Terminations--Note C
------------ ---------- ----------- -----------
Income and Changes in Plan Equity (15,247,013) (6,176,411) (2,549,903) (5,327,841)
Plan Equity at Beginning of the Year 15,247,013 6,176,411 2,549,903 5,327,841
------------ ---------- ----------- -----------
Plan Equity at End of the Year $ 0 $ 0 $ 0 $ 0
============ ========== =========== ===========
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
---- ---- ---- -----
Investment Income:
Dividends $ 352,679 $ 3,568 $ 1,164,967
Interest 10,744 1,291 $ 182,910 949,974
Other Income (Expense) 192,317 3,647 550,069
----------- -------- ---------- -----------
555,740 8,506 182,910 2,665,010
Realized Gain (Loss) on
Investments--Note E (82,030) 1,866,008
Unrealized Appreciation (Depreciation)
on Investments--Note F (157,861) 1,385 3,126,539
Contributions--Note B
Company 1,815,838 1,815,838
401(k) 442,057 5,427,451
----------- -------- ---------- -----------
2,257,895 7,243,289
Plan Merger -- Note A 687,127 133,074 3,846,928
Investment Election Change:
1/1/95 Plan Change (275,286) 22,000
Current Year Changes (255,586) (2,722) 22,372
Loan Transfers (121,062) 391,532
Unallocated Loan Payments 154,810 154,810
Withdrawals and
Terminations--Note C 721,484 11,547 154,064 2,758,287
----------- -------- ---------- -----------
Income and Changes in Plan Equity 1,887,453 (4,378) 730,262 16,166,669
Plan Equity at Beginning of the Year 15,779,490 263,659 2,371,796 47,716,113
----------- -------- ---------- -----------
Plan Equity at End of the Year $17,666,943 $259,281 $3,102,058 $63,882,782
=========== ======== ========== ===========
See accompanying notes to financial statements.
5
8
BRUSH WELLMAN 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 $ 149,840 $ 40,559 $ 168,092
Interest $ 2,508 963 637 1,168
Other Income (Expense) (316) 38,488 116,209 230,397
----------- ---------- ---------- ----------
2,192 189,291 157,405 399,657
Realized Gain (Loss) on
Investments--Note E 1,768,784 10,616 546
Unrealized Appreciation (Depreciation)
on Investments--Note F (835,627) (141,678) (97,859) (324,217)
Contributions--Note B
Company
401(k) 1,625,555 640,225 426,637 780,972
Participant 41,963 19,303 10,693 38,818
----------- ---------- ---------- ----------
1,667,518 659,528 437,330 819,790
Investment Election Change (624,692) (49,190) 112,423 583,416
Loan Transfers 56,300 15,687 7,151 28,758
Unallocated Loan Payments
Withdrawals and
Terminations--Note C 1,249,662 383,872 211,767 244,030
----------- ---------- ---------- ----------
Income and Changes in Plan Equity 784,813 300,382 405,229 1,263,374
Plan Equity at Beginning of the Year 14,462,200 5,876,029 2,144,674 4,064,467
----------- ---------- ---------- ----------
Plan Equity at End of the Year $15,247,013 $6,176,411 $2,549,903 $5,327,841
=========== ========== ========== ==========
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
---- ---- ---- -----
Investment Income:
Dividends $ 226,120 $ 3,655 $ 588,266
Interest 5,135 1,077 $ 193,935 205,423
Other Income (Expense) 4,188 (7,632) 381,334
----------- -------- ---------- -----------
235,443 (2,900) 193,935 1,175,023
Realized Gain (Loss) on
Investments--Note E (259,373) (4,175) 1,516,398
Unrealized Appreciation (Depreciation)
on Investments--Note F 2,920,404 55,913 1,576,936
Contributions--Note B
Company 1,321,370 1,451,895
401(k) 568,908 3,911,772
Participant 10,484 121,261
----------- -------- ---------- -----------
1,900,762 5,484,928
Investment Election Change (21,134) (405) 418
Loan Transfers 252 (108,148)
Unallocated Loan Payments 29,946 29,946
Withdrawals and
Terminations--Note C 767,193 12,264 68,718 2,937,506
----------- -------- ---------- -----------
Income and Changes in Plan Equity 4,009,161 36,169 47,015 6,846,143
Plan Equity at Beginning of the Year 11,770,329 227,490 2,324,781 40,869,970
----------- -------- ---------- -----------
Plan Equity at End of the Year $15,779,490 $263,659 $2,371,796 $47,716,113
=========== ======== ========== ===========
See accompanying notes to financial statements.
6
9
BRUSH WELLMAN 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 $ 147,967 $ 55,706 $ 149,603
Interest $ 1,538 855 356 645
Other Income (Expense) 316 83,419 289,270 298,154
----------- ---------- ---------- ----------
1,854 232,241 345,332 448,402
Realized Gain (Loss) on
Investments--Note E 51,272 62,269 7,206 1,872
Unrealized Appreciation (Depreciation)
on Investments--Note F 885,906 236,668 13,589 157,850
Contributions--Note B
Company
401(k) 1,605,914 637,468 304,300 492,810
Participant 84,978 36,623 23,534 50,897
----------- ---------- ---------- ----------
1,690,892 674,091 327,834 543,707
Investment Election Change (186,881) (385,063) (47,361) 549,349
Loan Transfers (18,661) 12,715 19,866 (10,472)
Unallocated Loan Payments
Withdrawals and
Terminations--Note C 1,075,959 325,827 78,453 81,203
----------- ---------- ---------- ----------
Income and Changes in Plan Equity 1,348,423 507,094 588,013 1,609,505
Plan Equity at Beginning of the Year 13,113,777 5,368,935 1,556,661 2,454,962
----------- ---------- ---------- ----------
Plan Equity at End of the Year $14,462,200 $5,876,029 $2,144,674 $4,064,467
=========== ========== ========== ==========
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
---- ---- ---- -----
Investment Income:
Dividends $ 151,251 $ 3,839 $ 508,366
Interest 4,058 716 $ 125,191 133,359
Other Income (Expense) (4,095) (5,753) 661,311
----------- -------- ---------- -----------
151,214 (1,198) 125,191 1,303,036
Realized Gain (Loss) on
Investments--Note E (408,791) (6,552) (292,724)
Unrealized Appreciation (Depreciation)
on Investments--Note F (221,083) (3,252) 1,069,678
Contributions--Note B
Company 1,395,917 1,395,917
401(k) 532,998 3,573,490
Participant 18,253 214,285
----------- -------- ---------- -----------
1,947,168 5,183,692
Investment Election Change 70,025 (69)
Loan Transfers (8,236) 4,788
Unallocated Loan Payments (154,297) (154,297)
Withdrawals and
Terminations--Note C 433,288 11,361 22,538 2,028,629
----------- -------- ---------- -----------
Income and Changes in Plan Equity 1,097,009 (22,432) (46,856) 5,080,756
Plan Equity at Beginning of the Year 10,673,320 249,922 2,371,637 35,789,214
----------- -------- ---------- -----------
Plan Equity at End of the Year $11,770,329 $227,490 $2,324,781 $40,869,970
=========== ======== ========== ===========
See accompanying notes to financial statements.
7
10
NOTES TO FINANCIAL STATEMENTS
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
DECEMBER 31, 1995, DECEMBER 31, 1994 AND DECEMBER 30, 1993
NOTE A - The accounting records of the Brush Wellman 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 the latest reported closing price. Investment in
participant units of the Northern Trust Short-Term Investment Fund, 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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
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.
Effective January 1, 1995 the Williams Advanced Materials Inc. Savings
and Investment Plan was merged into the Plan. Prior to the merger, the plans
separately covered eligible employees at Brush Wellman Inc. and its subsidiary
Williams Advanced Materials Inc.. There have been no substantial changes in
eligibility, Company contributions, plan benefits or value of plan assets as a
result of the merger. The transferred net assets have been recognized in the
accounts of the Plan, at the balances as previously carried in the accounts of
the Williams Advanced Materials Inc. Savings and Investment Plan. The changes
in net assets of the combined plans are included in the accompanying Statement
of Income and Changes in Plan Equity available for benefits from January 1,
1995.
NOTE B - The Plan is a defined contribution plan which covers certain eligible
employees with one year of eligibility service with Brush Wellman Inc.
(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 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
8
11
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 1995,
$9,240 in 1994 and $8,994 in 1993. 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
following: Growth Fund, International Fund, Income Fund, S&P 500 Index Fund,
Asset Allocation Fund, Fixed Income Fund, Money Market Fund and the Company
Stock Fund in increments of 1%. Prior to March 3, 1995, participant contribution
directions were allowed at 10% increments. All Company matching contributions
are invested in the Company Stock Fund except with respect to Participants age
55 or older who may transfer such contributions to other investment funds. Prior
to March 3, 1995 the minimum age for the exception was 59 1/2.
The Growth Fund invests primarily in the Janus Fund. The objective of
the fund is to produce capital appreciation; dividend income is a secondary
source of return. The fund invests primarily in the stocks of companies and
industries that are experiencing increasing demand for their products and
services.
The International Fund invests primarily in the Templeton Foreign Fund.
The objective of the fund is to produce capital appreciation. The fund primarily
invests in stocks of companies located outside of the United States.
The Income Fund invests primarily in the PFAMCO Equity Income Fund. The
objective of the fund is to seek current income from stocks in each industry
that have low prices relative to their earnings and high dividend yields. The
fund will usually be fully invested in stocks.
The S&P 500 Fund invests primarily in the Northern Trust Collective
Stock Index Fund. The objective of the fund is to produce returns that match the
returns of the Standand & Poor's 500 Stock Index. The fund proportionately
invests in each of the stocks that comprise the Standard & Poor's 500 Stock
Index.
The Asset Allocation Fund invests primarily in the Phoenix Total Return
Fund. The objective of the fund is to maximize total returns consistent with
reasonable risk using a combination of stocks, bonds, and money market
investments.
The Fixed Income Fund invests primarily in the PIMCO Total Return Fund.
The objective of the fund is to seek current income and capital appreciation.
The fund invests in bonds with an average maturity of three to six years and
will generally be invested in high quality securities including U.S. Government
bonds, corporate bonds, mortgage-related securities and money market
investments.
The Money Market Fund invests primarily in the Northern Trust Short-Term
Investment Fund. The objective of the fund is to maximize current income on cash
reserves to the extent consistent with principal preservation and maintenance of
liquidity. The fund invests in high-grade money market instruments with short
maturities.
9
12
The Company Stock Fund invests primarily in Brush Wellman Inc. Common
Stock.
Prior to January 1, 1995 participants could direct their basic,
supplemental and transfer contributions (as described in the Plan) be invested
in one or more of the following; Income Fund, Equity Fund A, Equity Fund B,
Equity Fund C and the Company Stock Fund in increments of 10%.
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 invests primarily in the Fidelity U.S. Equity Index Fund.
This fund is a growth and income fund. It seeks a yield that corresponds with
the total return of the Standard & Poor's 500 Stock Index. The fund's share
price will fluctuate and dividend amounts will vary.
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 Plan, as originally adopted, included a Payroll Stock Ownership Plan
(PAYSOP) feature that applied through 1986. Under the PAYSOP, the Company made
contributions based upon a percentage of payroll and was afforded an additional
credit against federal income tax up to the amount allowable by the Internal
Revenue Code. The PAYSOP contribution by the Company, which could be in Common
Stock of the Company or cash used to purchase Common Stock of the Company, was a
percentage of the compensation paid to all employees who made salary reduction
contributions to the Plan at any time during the year and who were members of
the Plan as of the last pay period of such year. The shares of Common Stock of
the Company contributed or purchased were allocated equally to all eligible
participants.
A participant may borrow funds from his account, excluding his interest
in the PAYSOP Fund, provided such loan is secured by the participant's interest
in his 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.
Prior to June 1, 1989, participants who were employees of Williams
Advanced Materials Inc. could have directed a portion of their contributions to
be used to purchase insurance policies that were excluded from the former
Williams Advanced Materials Inc. Savings and Investment Plan assets. Life
insurance policies on the lives of participants, purchased under
10
13
the former Williams Advanced Materials Inc. Savings and Investment Plan prior to
July 1, 1989, may continue to be held.
All costs and expenses incurred in connection with the administration of
the Plan for 1995, 1994, and 1993 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.
NOTE C - At retirement, death or other termination, a participant (or his death
beneficiary) is eligible to receive a distribution of all employee, Company
matching and PAYSOP 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 and the PAYSOP Fund will be paid in full
shares of Common Stock of the Company, with any fractional shares
being paid in cash.
11
14
NOTE D - Shares or face value by investment as of December 31, 1995 and December
31, 1994 are as follows:
Shares by Investment
-------------------------
Investment 1995 1994
---------- ---- ----
Janus Fund 295,341
Templeton Fund 504,346
PFAMCO Equity Income Fund 343,172
Northern Trust Collect Stock Index Fund 511,734
Phoenix Total Return Fund 360,374
PIMCO Total Return Fund 604,454
Northern Trust Short-Term
Investment Fund 6,526,065
Brush Wellman Inc. Common Stock 1,040,441 901,494
Managed Guaranteed Investment
Contract Fund 1,512,976
Fidelity U.S. Equity Index Portfolio 365,096
Fidelity Fund Inc. 137,812
Fidelity Puritan Fund 355,025
Employee Benefit Money Market Fund 84,339 285,392
In addition, $2,980,787 and $2,579,983 were invested in Participant Promissory
Notes as of December 31, 1995 and December 31, 1994, respectively.
12
15
NOTE E - The net realized gain (loss) on sales of investments for the Plan years
ended December 31, 1995, December 31, 1994 and December 30, 1993 is as follows:
1995
---------------------------------------------------------------
Investment Shares Cost Proceeds Gain (Loss)
- ---------- ------ ---- -------- -----------
Janus Fund 33,940 $ 650,645 $ 761,186 $ 110,541
Templeton Fund 103,753 917,868 1,095,507 177,639
PFAMCO Equity Income Fund 53,330 589,799 673,877 84,078
Northern Trust Collective Stock
Index Fund 87,493 932,548 1,264,564 332,016
Phoenix Total Return Fund 82,342 1,225,019 1,642,742 417,723
PIMCO Total Return Fund 117,292 1,144,388 1,288,072 143,684
Brush Wellman Inc. Common Stock 59,224 1,150,567 1,068,537 (82,030)
Managed Guaranteed Investment
Contract Fund 1,729,438 17,296,476 17,510,565 214,089
Fidelity U.S. Equity Index Portfolio 378,019 5,919,589 6,394,588 474,999
Fidelity Fund Inc. 153,786 2,856,184 2,843,565 (12,619)
Fidelity Puritan Fund 379,472 5,617,162 5,623,050 5,888
----------
$1,866,008
==========
1994
--------------------------------------------------------------
Investment Shares Cost Proceeds Gain (Loss)
- ---------- ------ ---- -------- -----------
Managed Guaranteed
Investment Contract Fund 14,070,058 $14,226,227 $15,995,011 $1,768,784
Fidelity U.S. Equity Index
Portfolio 10,336 160,766 171,382 10,616
Fidelity Fund Inc. 818 15,157 15,703 546
Brush Wellman Inc. Common
Stock 16,194 522,658 259,110 (263,548)
----------
$1,516,398
==========
1993
------------------------------------------------------------
Investment Shares Cost Proceeds Gain (Loss)
- ---------- ------ ---- -------- -----------
Managed Guaranteed
Investment Contract Fund 1,126,525 $1,134,389 $1,185,661 $ 51,272
Fidelity U.S. Equity Index
Portfolio 38,291 588,895 651,164 62,269
Fidelity Fund Inc. 3,620 65,964 73,170 7,206
Fidelity Puritan Fund 872 12,037 13,909 1,872
Brush Wellman Inc. Common
Stock 14,468 580,968 165,625 (415,343)
---------
$(292,724)
========
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, 1995 are as follows:
Realized
Gain(Loss)
----------
Brush Wellman Inc. Common Stock $39,520
=======
13
16
NOTE F - The unrealized appreciation (depreciation) of investments for the Plan
years ended December 31, 1995, December 31, 1994 and December 30, 1993 is as
follows:
Balance Balance
January 1 December 31
1995 Change 1995
---- ------ ----
Janus Fund $1,003,066 $ 1,003,066
Templeton Fund 127,958 127,958
PFAMCO Equity Income Fund 689,444 689,444
Northern Trust Collective Stock
Index Fund 1,285,614 1,285,614
Phoenix Total Return Fund 312,645 312,645
PIMCO Total Return Fund 527,054 527,054
Brush Wellman Inc. Common Stock:
- - Brush Wellman Inc. Savings
& Investment Plan $(2,219,813) (102,055) (2,321,868)
- - Williams Advanced Materials Inc.
Savings & Investment Plan 54,421 (54,421)
Managed Guaranteed Investment
Contract Fund:
- - Brush Wellman Inc. Savings
& Investment Plan 176,253 (176,253)
- - Williams Advanced Materials Inc.
Savings & Investment Plan 25,209 (25,209)
Fidelity U.S. Equity Index Portfolio:
- - Brush Wellman Inc. Savings
& Investment Plan 461,819 (461,819)
- - Williams Advanced Materials Inc.
Savings & Investment Plan 10,886 (10,886)
Fidelity Fund Inc.:
- - Brush Wellman Inc. Savings
& Investment Plan (6,359) 6,359
- - Williams Advanced Materials Inc.
Savings & Investment Plan (7,855) 7,855
Fidelity Puritan Fund:
- - Brush Wellman Inc. Savings
& Investment Plan 17,658 (17,658)
- - Williams Advanced Materials Inc.
Savings & Investment Plan (14,845) 14,845
----------
$3,126,539
==========
14
17
Balance Balance
December 31 December 31
1993 Change 1994
---- ------ ----
Managed Guaranteed Investment
Contract Fund $ 1,011,880 (835,627) $ 176,253
Fidelity U.S. Equity
Index Portfolio 603,497 (141,678) 461,819
Fidelity Fund Inc. 91,500 (97,859) (6,359)
Fidelity Puritan Fund 341,875 (324,217) 17,658
Brush Wellman Inc. Common Stock (5,196,130) 2,976,317 (2,219,813)
---------
$1,576,936
==========
Balance Balance
December 31 December 30
1992 Change 1993
---- ------ ----
Managed Guaranteed Investment
Contract Fund $ 125,974 $ 885,906 $ 1,011,880
Fidelity U.S. Equity
Index Portfolio 366,829 236,668 603,497
Fidelity Fund Inc. 77,911 13,589 91,500
Fidelity Puritan Fund 184,025 157,850 341,875
Brush Wellman Inc. Common Stock (4,971,795) (224,335) (5,196,130)
-----------
$ 1,069,678
===========
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, 1995 are as follows:
Change in
Unrealized Gain(Loss)
---------------------
Janus Fund $1,113,607
Templeton Fund 305,597
PFAMCO Equity Income Fund 773,522
Northern Trust Collective Stock Index Fund 1,617,630
Phoenix Total Return Fund 730,368
PIMCO Total Return Fund 670,738
Brush Wellman Inc. Common Stock (278,026)
Managed Guaranteed Investment Contract Fund 12,627
Fidelity U.S. Equity Index Portfolio 2,294
Fidelity Fund Inc. 1,595
Fidelity Puritan Fund 3,075
----------
$4,953,027
==========
15
18
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 - The Plan was restated on January 1, 1995. Subsequent amendments Nos.
1 and 2 also effective March 3, 1995 and January 1, 1995 provide for certain
provisions concerning member contributions, distributions and key employee
testing procedures.
16
19
EIN 34-0119320
PN 003
BRUSH WELLMAN INC.
SAVINGS & INVESTMENT PLAN
DECEMBER 31, 1995
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES:
CURRENT
INVESTMENTS DESCRIPTION COST VALUE
----------- ----------- ---- -----
Brush Wellman Inc. Common Stock Common Stock $19,877,694 $17,555,825
Janus Fund Mutual Fund $5,801,586 $6,804,651
Templeton Fund Mutual Fund $4,501,939 $4,629,897
PFAMCO Equity Income Fund Mutual Fund $3,885,041 $4,574,485
Northern Trust Collective Stock Index Fund Mutual Fund $5,714,906 $7,000,520
Phoenix Total Return Fund Mutual Fund $5,446,128 $5,758,773
PIMCO Total Return Fund Mutual Fund $5,952,689 $6,479,743
Northern Trust Short-Term Investment Fund Bank Common/ $6,526,065 $6,526,065
Collective Trust
Participant Promissory Notes Participant Loans $2,980,787 $2,980,787
Employee Benefit Money Market Fund Bank Common/ $84,339 $84,339
Collective Trust
17
20
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
SUMMARY OF PURCHASES AND/OR SALES IN SAME ISSUE IN EXCESS OF 5% OF BEGINNING
PLAN VALUE DECEMBER 31, 1995
PURCHASES SALES
-------------------------- ----------------------------
TRANSACTION DESCRIPTION # TRANS COST # TRANS PROCEEDS GAIN/(LOSS)
----------------------- ------- ---- ------- -------- -----------
Brush Wellman Inc. Common Stock 16 $2,894,471.17 16 $1,150,566.78 ($82,030.09)
Managed Guaranteed Investment Contract Fund 0 0.00 1 17,296,475.49 214,089.06
Fidelity Equity Index Portfolio 0 0.00 1 5,919,588.76 474,999.47
Fidelity Fund Inc. 0 0.00 1 2,856,183.53 (12,618.21)
Fidelity Puritan Fund 3 5,970.56 2 5,617,162.04 2,926.62
Janus Fund 88 6,452,232.40 66 650,645.81 110,540.59
Templeton Foreign Fund 69 5,419,806.71 81 917,868.00 57,268.09
PFAMCO Equity Income Fund 82 4,474,840.73 73 589,799.73 84,077.53
Northern Trust Collective Stock Index Fund 107 6,647,453.94 62 932,547.85 119,054.53
Phoenix Total Return Fund 60 6,671,147.73 92 1,225,610.49 86,576.09
PIMCO Total Return Fund 69 7,097,076.93 82 1,144,387.75 71,065.75
Participant Promissory Notes 46 1,593,431.53 58 1,152,713.39 0.00
18
21
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Annual Report on Form
10-K under the Securities Exchange Act of 1934 of Brush Wellman Inc. for the
year ended December 31, 1995 of our report dated March 18, 1996, with respect to
the financial statements and schedules of the Brush Wellman Inc. Savings and
Investment Plan included in this Annual Report (11-K) for the year ended
December 31, 1995.
Wright, Wesley & Mills, P.C.
/s/ Wright, Wesley & Mills, P.C.
Cleveland, Ohio
March 18, 1996
19