===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 11-K
-----------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to _____________
Commission file number: 1-6948
UNITED DOMINION INDUSTRIES, INC.
COMPASS PLAN
700 Terrace Point Drive
Muskegon, Michigan 49443-3301
(Full title of the plan and the address of the plan)
SPX CORPORATION
700 Terrace Point Drive
Muskegon, Michigan 49443-3301
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
UNITED DOMINION INDUSTRIES, INC.
COMPASS PLAN
Financial Statements and Supplemental Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Board of Directors
United Dominion Industries, Inc.:
We have audited the accompanying statements of net assets available for
benefits of United Dominion Industries, Inc. Compass Plan (the Plan) as of
December 31, 2000 and 1999, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 2000 and 1999, and the changes in net assets available
for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
(1) assets held for investment purposes at end of year as of December 31,
2000, (2) reportable transactions for the year ended December 31, 2000, and
(3) nonexempt transactions for the year ended December 31, 2000 are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
July 13, 2001
UNITED DOMINION INDUSTRIES, INC.
COMPASS PLAN
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
ASSETS 2000 1999
----------- -----------
Investments at contract value:
Stable Capital Master Trust $ 58,467,695 57,772,140
Investments at fair value:
Pooled Company Stock Master Trust 3,222,679 4,173,530
Common trust and mutual funds 179,397,429 189,418,926
Participant Loans 7,529,715 6,939,212
----------- -----------
Total investments 248,617,518 258,303,808
----------- -----------
Receivables:
Employee contributions 710,959 544,432
Employer contributions 2,711,747 3,072,137
Other 27,553 11,907
----------- -----------
Total receivables 3,450,259 3,628,476
----------- -----------
Cash and cash equivalents 1,091 1,422
----------- -----------
Net assets available for benefits $ 252,068,868 261,933,706
=========== ===========
See accompanying notes to the financial statements.
UNITED DOMINION INDUSTRIES, INC.
COMPASS PLAN
Statements of Changes in Net Assets Available for Benefits
December 31, 2000 and 1999
ADDITIONS TO NET ASSETS: 2000 1999
------------ ------------
Investment income:
Interest and dividends $ 14,760,859 12,327,641
Realized gains, net (note 5) 13,317,358 7,816,110
Unrealized (losses) gains, net (note 5) (45,006,684) 19,496,923
------------ ------------
(16,928,467) 39,640,674
------------ ------------
Contributions:
Employer 4,739,074 5,296,608
Employee 15,421,703 13,884,320
------------ ------------
20,160,777 19,180,928
------------ ------------
Net assets acquired from merged plans (note 1) 15,485,411 3,331,614
------------ ------------
Total additions 18,717,721 62,153,216
------------ ------------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 22,693,927 19,725,861
Net assets transferred to other plans (note 1) 5,888,632 --
------------ ------------
Total deductions 28,582,559 19,725,861
------------ ------------
Net (decrease) increase (9,864,838) 42,427,355
Net assets available for benefits:
Beginning of year 261,933,706 219,506,351
------------ ------------
End of year $252,068,868 261,933,706
============ ============
See accompanying notes to the financial statements.
UNITED DOMINION INDUSTRIES, INC.
COMPASS PLAN
Notes to the Financial Statements
December 31, 2000 and 1999
(1) PLAN DESCRIPTION
The Plan is a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan is offered on a voluntary basis to eligible salaried
and non-union hourly employees of United Dominion Industries, Inc.
(the Company) except for those employees already covered by another
Company sponsored defined contribution plan. An eligible employee may
become an active participant in the Plan immediately following his or
her full employment with United Dominion Industries, Inc. Although the
Company anticipates the Plan will continue indefinitely, it reserves
the right to amend, suspend, or terminate the Plan in whole or in part
at any time, providing that such an action does not retroactively
reduce participant benefits earned.
The Plan is administered by the Company's Pension Committee which is
appointed by the Board of Directors of the Company.
During 1999, the net assets of the Radiodetection Corp. 401(k) Plan
($639,070) and the Lunaire Limited Profit Sharing Plan ($2,692,544)
were merged into the Plan. All requirements and restrictions for both
the Radiodetection and Lunaire participants are included within
Amendment VIII to the Compass Plan.
During 2000, the net assets of the Kelley Corporation 401(k) Plan
($7,993,352) were merged into the Plan. Subsequently, $5,058,941 of
the net assets from the Kelly Corporation were transferred to the
United Dominion Industries Compass Plan for Hourly Employees as they
related to employees included in the United Dominion Industries
Compass Plan for Hourly Employees. All requirements and restrictions
for the Kelley participants are included within Amendment VIII to the
Compass Plan document.
During 2000, the net assets of the Bran & Luebbe 401(k) Plan
($4,780,592) and the Stowe Manufacturing 401(k) Plan ($2,673,030) were
merged into the Plan. All requirements and restrictions for the Bran &
Luebbe and Stowe participants are included within Amendment VIII to
the Compass Plan document. Other miscellaneous transfers into the Plan
during 2000 amounted to $38,437.
During 2000, the Company sold net assets of Lee Engineering. In
connection with the divestiture, the net assets of $790,976, related
to Lee Engineering employees, were transferred out of the Plan to the
acquiring company. Other miscellaneous transfers out of Plan during
2000 amounted to $38,715.
Contributions to the Plan by employees are limited to 15% of an
employee's annual before-tax compensation to a maximum of $10,500 and
$10,000 for 2000 and 1999, respectively, indexed for inflation, and
subject to certain discrimination tests prescribed by the Internal
Revenue Code (the Code). In addition to these limitations,
contributions by individuals who participate in both the Plan and a
Company sponsored defined benefit plan are further restricted by
Section 415(e) of the Code which limits the total contributions made
by employees and by employers to qualified benefit plans on the
employees' behalf. Participants in the Plan are at all times 100%
vested in their Plan account balances and earnings related to their
contributions. All matches are performance based and are at the
discretion of the Company. Vesting for participants in the employer
contributions and earnings occur at 25% per year, fully vesting after
4 years. Effective May 24, 2001, participants are 100% vested in all
employer contributions. Before-tax contributions and the earnings on
before-tax contributions are not subject to income tax until such time
as they are withdrawn from the Plan.
Sections 401(k) and 401(m) of the Code limits the average percentage
of compensation that can be contributed by or on behalf of highly paid
employees (as defined in the Code) in relation to the average
percentage of compensation contributed by or on behalf of all other
eligible employees. There were no refunds for the 2000 and 1999 Plan
years pursuant to these sections.
Participants in the Plan are able to receive their vested employer
contributions and/or their pre-tax contribution account balances in a
lump sum or installment payments in the event of death, disability,
termination of employment, or retirement. In addition, participants
are also able to obtain their vested employer contributions and/or
their pre-tax account balances if, subject to Company approval, they
are able to demonstrate financial hardship, as defined by the Plan. A
participant's application for hardship distribution of his or her
vested employer contributions and/or pre-tax account balance can be
made at any time; and, if approved, the Trustee will cause such a
distribution to be paid within ninety days of the application.
Participants in the Plan are offered the option of investing their
account balances in any of the following nine funds (collectively
referred to as the Nine Funds) for the period January 1, 1999 through
December 31, 2000:
a) UDI Stable Capital Fund invests in insurance contracts and
stable value contracts;
b) Templeton Foreign Fund invests in common stocks;
c) AXP Stock Fund invests in common stocks (replaced by Dreyfus
Founders Balanced Fund in September 1999);
d) United Dominion Company Pooled Stock Fund invests in United
Dominion Industries Limited Common Stock;
e) AXP New Dimensions Fund invests in common stocks;
f) AXP Mutual Fund Balanced invests in common stocks (replaced
by American Century Income and Growth Fund in September
1999);
g) AXP Selective Fund invests in investment grade corporate
bonds and U.S. Government Securities;
h) Equity Index I Fund invests in the American Express Trust
Equity Index Base Fund; and
i) AIM Constellation Fund invests in common stocks.
A participant in the Plan can borrow from the Plan an amount not to
exceed (1) 50% of the vested balance in the participant's account if
the account balance is less than $100,000 or (2) $50,000 if the
account balance is equal to or greater than $100,000. A participant
must have a minimum vested balance of $2,000 to be eligible for a
loan. The loans are secured by the balance in the participant's
account and bear interest at rates that range from 7 percent to 10.5
percent. Principal and interest is paid ratably through weekly payroll
deductions. The term of the loan may not exceed five years unless the
loan is used in the purchase of a primary residence, in which case the
term may be for up to 20 years.
During 1999, the Plan discontinued contributions within the AXP Stock
and Mutual Funds. These two funds were replaced by the Dreyfus
Founders Balanced Fund and the American Century Income and Growth
Fund, respectively. All contributions to the AXP Stock and Mutual
Funds have been directed to the new funds. Existing account balances
within the AXP Stock and Mutual Funds were transferred to the Dreyfus
Founders and American Century Funds during March 2000.
Participants in the Plan are able to direct both existing account
balances as well as future contributions to any one of the Nine Funds.
Allocations among the Nine Funds must be in multiples of 1% and can be
changed on a daily basis. The investment funds are valued daily.
The Company has a trust agreement with the Trustee for the United
Dominion Industries Trust - Defined Contributions (the Trust); all
assets of the Plan are maintained within the Trust in investment
accounts for the sole benefit of the Plan, except the UDI Stable
Capital Fund and the United Dominion Company Pooled Stock Fund. The
assets of the UDI Stable Capital Fund and the United Dominion Company
Pooled Stock Fund are each in master trusts which were established for
the investment of assets of the United Dominion Industries employee
benefit plans. Each participating savings plan has an undivided
interest in the Master Trust. The assets of the Master Trust are held
by American Express Trust Company. At December 31, 2000 and 1999, the
plan's interest in the net assets of the UDI Stable Capital Fund
Master Trust were 97% and 99%, respectively. At December 31, 2000 and
1999, the Plan's interest in the net assets of the United Dominion
Pooled Company Stock Fund were 89% and 92%, respectively. Investment
income and administrative expenses related to the Master Trust are
allocated to the individual plans based upon average monthly balances
invested by each plan.
The following table presents the fair values of investments and
investment income of the master trusts as of and for the year ended
December 31, 2000 and 1999:
UDI STABLE CAPITAL MASTER TRUST 2000 1999
------------ ------------
Investments at fair value:
Money Market $ 1,004,929 3,335,491
Common Trust and Mutual Funds 14,878,805 14,569,225
Investments at contract value:
Guaranteed Interest Contracts 44,282,437 40,669,743
------------ ------------
$ 60,166,171 58,574,459
============ ============
Investment income:
Net appreciation in fair value
of investments:
Common Trust and Mutual Funds $ 939,580 854,112
Interest 2,516,222 2,373,625
------------ ------------
Investment income $ 3,455,802 3,227,737
============ ============
UNITED DOMINION COMPANY POOLED STOCK MASTER TRUST 2000 1999
------------ ------------
Investments at fair value:
Money Market $ 73,279 125,088
United Dominion Industries Limited Common
Stock 3,545,063 4,403,254
------------ ------------
$ 3,619,342 4,528,342
============ ============
Investment income:
Net depreciation in fair value of
investments:
Common stock $ (1,617,154) (13,288)
Interest and dividends 90,453 73,648
------------ ------------
Investment (loss) income $ (1,526,701) 60,360
============ ============
The Trustee and investment managers/companies have some discretion as to
the investment and reinvestment of the assets of the Trust within the
guidelines mutually agreed upon between them and the Company for that
portion of the Trust's assets for which each has responsibility. The terms
and conditions of appointment, authority, and retention of the investment
managers/companies is the sole responsibility of the Company. All
withdrawal payments are made by the Trustee.
Eligible employees participating in the Plan totaled 7,110 and 6,471 as of
December 31, 2000 and 1999, respectively. The number of participants in
each fund was as follows:
DECEMBER 31, DECEMBER 31,
2000 1999
------------- -------------
UDI Stable Capital Fund 3,033 2,931
Templeton Foreign Fund 1,605 1,489
AXP Stock Fund -- 1,592
United Dominion Company Pooled Stock Fund 1,258 1,182
AXP New Dimensions Fund 3,740 3,505
AXP Mutual Fund Balanced -- 2,218
AXP Selective Fund 1,264 1,248
Equity Index I Fund 2,343 2,083
AIM Constellation Fund 2,583 1,926
American Century Income & Growth Fund 2,067 1,422
Dreyfus Founders Balanced Fund 2,189 1,605
The total number of participants in the plan was less than the sum of the
number of participants shown above because many were participating in more
than one Fund.
Investment income, realized gains and losses, and unrealized appreciation
and depreciation are allocated proportionally to participant accounts based
on each account's investment in each of the respective Funds.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies are followed by the Trust. Unless
otherwise noted, the Plan's accounting policies are the same as the
Trust's:
(A) CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments with an
original maturity of three months or less to be cash equivalents.
(B) INVESTMENTS
Investments in common shares of United Dominion Industries
Limited Pooled Company Stock Fund are valued at the last
published sales price on December 31. Mutual funds and all common
trust funds are valued at the net asset values quoted by the
Funds' sponsors on December 31. Guaranteed investment contracts
included in the Stable Capital Fund are valued at contract value
(which represents contributions made under the contract, plus
interest at the contract rate, less funds used to pay plan
benefits), because the contracts are fully benefit responsive.
For example, participants may ordinarily direct the withdrawal or
transfer of all or a portion of the investment at contract value.
There are no reserves against contract value for credit risk of
the contract issuer or otherwise. The interest rates range from
5.66% to 8.01%.
(C) DIVIDEND AND INTEREST INCOME
Dividend and interest income is recorded on an accrual basis. The
United Dominion Pooled Company Stock Fund received $0.42 and
$0.36 per share (US) cash dividend in 2000 and 1999,
respectively.
(D) SECURITY TRANSACTIONS
Purchases and sales of securities are recorded on a trade date
basis. An average cost basis is used to determine gains or losses
on security dispositions.
(E) INCOME TAX STATUS
The Plan constitutes a qualified plan under Sections 401(a) and
401(k) of the Code, and the related Trust is exempt from federal
income tax under Section 501(a) of the Code.
The Plan obtained a determination letter on June 12, 1998, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
(F) USE OF ESTIMATES
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 reported
period. Actual results could differ from those estimates.
(G) DISTRIBUTIONS
Distributions to participants are recorded when paid.
(H) INVESTMENT VALUATION AND INCOME RECOGNITION
Quoted market prices are used to value investments. Shares of
mutual funds are valued at the net asset value of shares held by
the Plan at year end. All company assets are presented at fair
value or approximate fair value.
(3) ADMINISTRATIVE EXPENSES
The Company pays all administrative expenses associated with
sponsorship of the Plan.
(4) SUCCESSOR TO OTHER PLANS
Since the June 1, 1984 introduction of the Plan, the Company has
tried, wherever possible, to substitute it for other defined
contribution plans sponsored by United Dominion Industries.
(5) NET REALIZED GAINS (LOSSES) AND UNREALIZED APPRECIATION (DEPRECIATION)
UDI STABLE TEMPLETON FOREIGN
CAPITAL FUND FUND
------------------------- ----------------------
2000 1999 2000 1999
----------- ----------- ---------- ----------
Number of shares sold
or transferred 1,089,379 806,190 253,951 145,661
Market value of shares
sold or transferred $ 14,797,454 10,346,976 2,648,336 1,362,239
Cost of shares sold or
transferred 11,312,701 8,371,919 2,719,819 1,504,775
----------- ----------- ---------- ----------
Realized gains (losses)
on sale or transfer
of shares $ 3,484,753 1,975,057 (71,483) (142,536)
=========== =========== ========== ==========
UNITED DOMINION
AXP STOCK COMPANY POOLED
FUND STOCK FUND
------------------------- ----------------------
2000 1999 2000 1999
----------- ----------- ---------- ----------
Number of shares
sold or transferred 742,758 276,313 289,296 192,546
Market value of shares
sold or transferred $ 21,229,312 7,588,375 2,590,990 2,021,234
Costs of shares sold
or transferred 17,966,355 6,079,382 3,192,739 2,304,323
----------- ----------- ---------- ----------
Realized gains (losses)
on sale or transfer
of shares $ 3,262,957 1,508,993 (601,749) (283,089)
=========== =========== ========== ==========
AXP NEW DIMENSION AXP MUTUAL FUND
FUND BALANCED
------------------------- ----------------------
2000 1999 2000 1999
----------- ----------- ---------- ----------
Number of shares sold
or transferred 323,328 208,888 2,219,833 607,550
Market value of shares
sold or transferred $ 11,830,544 6,646,503 27,855,980 8,113,514
Cost of shares sold or
transferred 5,983,576 3,865,733 29,784,530 7,947,592
----------- ----------- ---------- ----------
Realized gains (losses)
on sale or transfer
of shares $ 5,846,968 2,780,770 (1,928,550) 165,922
=========== =========== ========== ==========
AXP SELECTIVE EQUITY INDEX I
FUND FUND
------------------------- ----------------------
2000 1999 2000 1999
----------- ----------- ---------- ----------
Number of shares
sold or transferred 332,824 426,664 118,316 128,255
Market value of shares
sold or transferred $ 2,826,563 3,837,855 4,901,236 4,852,808
Costs of shares sold
or transferred 3,079,666 3,913,738 3,739,969 3,490,810
----------- ----------- ---------- ----------
Realized gains (losses)
on sale or transfer
of shares $ (253,103) (75,883) 1,161,267 1,361,998
=========== =========== ========== ==========
AMERICAN CENTURY
AIM CONSTELLATION GROWTH & INCOME
FUND FUND
------------------------- ----------------------
2000 1999 2000 1999
----------- ----------- ---------- ----------
Number of shares sold
or transferred 188,268 79,341 103,540 8,679
Market value of shares
sold or transferred $ 7,824,476 2,608,569 3,408,533 278,946
Cost of shares sold or
transferred 5,324,878 2,071,697 3,202,608 269,690
----------- ----------- ---------- ----------
Realized gains on sale
or transfer of shares $ 2,499,598 536,872 205,925 9,256
=========== =========== ========== ==========
DREYFUS
FOUNDERS
BALANCED FUND
-------------------------
2000 1999
----------- -----------
Number of shares sold
or transferred 395,700 23,334
Market value of shares
sold or transferred $ 4,152,481 258,884
Cost of shares sold
or transferred 4,441,706 280,134
----------- -----------
Realized (losses) on
sale or transfer
of shares $ (289,225) (21,250)
=========== ===========
The cumulative net unrealized appreciation (depreciation) of investments as
of December 31, 2000 and 1999 was as follows:
UNITED
DOMINION
UDI STABLE TEMPLETON AXP COMPANY AXP NEW
CAPITAL FOREIGN STOCK POOLED DIMENSIONS
FUND FUND FUND STOCK FUND FUND
---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) at
December 31, 1998 $ 5,213,935 (1,492,896) 3,171,577 (895,355) 11,938,177
---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) at
December 31, 1999 6,420,867 956,466 2,565,234 (644,713) 21,600,836
---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) for
the year ended
December 31, 1999 $ 1,206,932 2,449,362 (606,343) 250,642 9,662,659
========== ========== ========== ========== ==========
Unrealized appreciation
(depreciation) at
December 31, 1999 $ 6,420,867 956,466 2,565,234 (644,713) 21,600,836
---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) at
December 31, 2000 6,326,600 199,748 5 (1,581,506) 3,191,196
---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) for
the year ended
December 31, 2000 $ (94,267) (756,718) (2,565,229) (936,793) (18,409,640)
========== ========== ========== ========== ==========
The cumulative net unrealized appreciation (depreciation) of investments as
of December 31, 2000 and 1999 was as follows:
AMERICAN
CENTURY DREYFUS
AXP MUTUAL AXP EQUITY AIM GROWTH & FOUNDERS
FUND SELECTIVE INDEX I CONSTELLATION INCOME BALANCED
BALANCED FUND FUND FUND FUND FUND
---------- ---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) at
December 31, 1998 $ (942,830) 45,735 2,397,616 968,772 -- --
---------- ---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) at
December 31, 1999 (1,615,971) (500,596) 5,021,000 5,889,459 439,174 (230,102)
---------- ---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) for the
year ended
December 31, 1999 $ (673,141) (546,331) 2,623,384 4,920,687 439,174 (230,102)
========== ========== ========== ========== ========== ==========
Unrealized appreciation
(depreciation) at
December 31, 1999 $(1,615,971) (500,596) 5,021,000 5,889,459 439,174 (230,102)
---------- ---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) at
December 31, 2000 -- (37,048) 1,525,731 (7,860,167) (2,719,625) (4,149,965)
---------- ---------- ---------- ---------- ---------- ----------
Unrealized appreciation
(depreciation) for the year
year ended
December 31, 2000 $ 1,615,971 463,548 (3,495,269) (13,749,626) (3,158,798) (3,919,863)
========== ========== ========== ========== ========== ==========
(6) DEPARTMENT OF LABOR'S FORM 5500
The Department of Labor's Form 5500 requires separate disclosure of
the amount of realized gains and losses, and the instructions to Form
5500 specify that the amount is to be calculated as the difference
between the proceeds of assets during the year and the fair value of
those assets at the beginning of the year. These financial statements
have been prepared in accordance with generally accepted accounting
principles which bases the calculation of realized gains and losses on
historical cost values. For Form 5500 disclosure purposes, these
amounts for the year ended December 31, 2000 and 1999 are as follows:
UNITED
DOMINION AXP
USI STABLE TEMPLETON AXP NEW COMPANY AXP MUTUAL
CAPITAL FOREIGN DIMENSIONS POOLED STOCK FUND
FUND FUND FUND STOCK FUND FUND BALANCED
---------- ---------- ---------- ---------- ---------- ----------
2000
Realized gains (losses) $ 334,656 (162,124) 127,780 (39,884) 697,730 (312,578)
Unrealized gains (losses) 3,033,252 (655,953) (12,796,688) (1,498,547) -- --
---------- ---------- ---------- ---------- ---------- ----------
$3,367,908 (818,077) (12,668,908) (1,538,431) 697,730 (312,578)
========== ========== ========== ========== ========== ==========
AMERICAN
CENTURY DREYFUS
AXP EQUITY AIM GROWTH & FOUNDERS
SELECTIVE INDEX I CONSTELLATION INCOME BALANCED
FUND FUND FUND FUND FUND
---------- ---------- ---------- ---------- ----------
2000
Realized gains (losses) $ 6,526 (86,800) (119,310) (101,250) (183,101)
Unrealized gains (losses) 202,312 (2,253,193) (11,298,524) (2,851,624) (4,027,611)
---------- ---------- ---------- ---------- ----------
$ 208,838 (2,339,993) (11,417,834) (2,952,874) (4,210,712)
========== ========== ========== ========== ==========
UNITED
DOMINION AXP
USI STABLE TEMPLETON AXP NEW COMPANY AXP MUTUAL
CAPITAL FOREIGN DIMENSIONS POOLED STOCK FUND
FUND FUND FUND STOCK FUND FUND BALANCED
---------- ---------- ---------- ---------- ---------- ----------
1999
Realized gains (losses) $ 267,277 124,455 584,089 168,413 216,757 188,224
Unrealized gains (losses) 2,914,712 2,182,372 11,855,381 (200,859) 685,894 (695,674)
---------- ---------- ---------- ---------- ---------- ----------
$3,181,989 2,306,827 12,439,470 (32,446) 902,651 (507,450)
========== ========== ========== ========== ==========
AMERICAN
CENTURY DREYFUS
AXP EQUITY AIM GROWTH & FOUNDERS
SELECTIVE INDEX I CONSTELLATION INCOME BALANCED
FUND FUND FUND FUND FUND
---------- ---------- ---------- ---------- ----------
1999
Realized gains (losses) $ (103,970) 309,173 177,780 9,283 (15,517)
Unrealized gains (losses) (518,245) 3,676,210 5,279,780 439,147 (235,837)
---------- ---------- ---------- ---------- ----------
$ (622,215) 3,985,383 5,457,560 448,430 (251,354)
========== ========== ========== ========== ==========
(7) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of a fund managed by American
Express Trust Company. American Express Trust Company is the trustee
as defined by the plan for the period June 1, 1995 through December
31, 2000, and therefore, these transactions qualify as
party-in-interest.
(8) NONEXEMPT TRANSACTIONS
Included in employee contributions receivable at December 31, 2000 are
participant contribution withholdings of $95,731 that were not
remitted to the Plan and credited to the participants' accounts until
2001. These contributions withholdings were not remitted to the Plan
within fifteen business days, therefore these transactions qualify as
nonexempt. The Company identified the affected participants and has
remitted or will remit to the Plan the appropriate amounts. The
Company also intends to reimburse the Plan for lost earnings.
During the year ended December 31, 2000 certain participant loan
repayments of $7,610 were not credited to the participants' accounts
on a timely basis. The Company identified the effected participants
and intends to remit to the Plan the appropriate amounts.
(9) INVESTMENTS
Investments that represent 5 percent or more of the Plan's net assets
are separately identified as follows:
2000 1999
------------ -------------
UDI Stable Capital Fund $ 58,467,695 57,772,140
AXP Stock Fund -- 20,502,795
AXP New Dimensions Fund 62,901,577 68,071,520
AXP Mutual Fund Balanced -- 28,011,522
AETC - Collective Equity Index I Fund 22,775,945 24,060,829
AIM Constellation Fund 31,139,050 24,071,234
Dreyfus Founders Balanced Fund 21,557,589 2,203,614
American Century Income & Growth Fund 23,479,207 5,404,515
Other 28,304,065 28,205,639
------------ -------------
$ 248,625,128 258,303,808
============ =============
(10) SUBSEQUENT EVENTS
The Tom Miller Inc. division was sold in October, 2000. On January 5,
2001, the net assets of the Tom Miller Inc. division were transferred
out of the Compass Plan. The total amount of the transfer was
approximately $1.3 million.
Effective May 24, 2001, SPX Corporation acquired all the shares of
United Dominion Industries Limited, the ultimate parent of United
Dominion Industries, Inc.
The Door division of the Company was sold in June, 2001. The tentative
date for the transfer of the net assets of the division's participants
is September, 2001. The total amount of the transfer is anticipated to
be approximately $19.6 million.
SCHEDULE 1
UNITED DOMINION INDUSTRIES, INC
COMPASS PLAN
Schedule of Assets Held For Investment Purposes at End of Year
December 31, 2000
DESCRIPTION OF COST OF CURRENT
IDENTITY OF ISSUE INVESTMENT ACQUISITION VALUE
----------------- ---------- ----------- -----
* UDI Stable Capital Fund 4,164,366 shares $ 51,572,756 58,467,695
* Templeton Foreign Fund 1,023,942 shares 10,387,814 10,587,563
* United Dominion Company Pooled Stock Fund 555,539 shares 4,804,170 3,222,679
* AXP New Dimensions Fund 2,164,542 shares 59,713,642 62,901,577
* AXP Selective Fund 795,938 shares 6,993,548 6,956,498
* AETC - Collective Equity Index I Fund 594,626 shares 21,250,215 22,775,945
* AIM Constellation Fund 1,076,358 shares 38,999,218 31,139,050
* American Century Income & Growth Fund 777,972 shares 26,198,833 23,479,207
* Dreyfus Founders Balanced Fund 2,338,133 shares 25,707,554 21,557,589
Loan Fund Participant Loans
Rates: 7% to 10.5%
Various Maturities 7,537,289 7,537,325
--------- ---------
$253,165,039 248,625,128
============ ===========
* Party-in-interest
SCHEDULE 2
UNITED DOMINION INDUSTRIES, INC
COMPASS PLAN
Schedule of Reportable Transactions
For the Year Ended December 31, 2000
DESCRIPTION PURCHASE SELLING COSTS OF NET GAIN
IDENTITY OF PARTY INVOLVED OF ASSETS PRICE PRICE ASSETS (LOSS)
- -------------------------- --------- ----- ----- ------ ------
American Express Trust Company
UDI Stable Capital Fund 886,639 units $ 12,101,923 -- -- --
1,089,379 units -- 14,797,454 11,312,701 3,484,753
AXP Stock Fund Class Y 958 units 28,247 -- -- --
742,758 units -- 21,229,312 17,966,355 3,262,957
AXP New Dimensions Fund 586,746 units 19,215,593 -- -- --
Class Y 323,328 units -- 11,830,544 5,983,576 5,846,968
AXP Mutual Fund Class Y 12,157 units 153,422 -- -- --
2,219,833 units -- 27,855,980 29,784,530 (1,928,550)
American Century Income and 722,743 units 24,434,594 -- -- --
Growth Fund 103,540 units -- 3,408,533 3,202,608 205,925
AIM Constellation Fund 670,384 units 26,140,760 -- -- --
188,268 units -- 7,824,476 5,324,878 2,499,598
Dreyfus Founders Balanced 2,523,276 units 27,714,635 -- -- --
Fund Class F 395,700 units -- 4,152,481 4,441,706 (289,225)
Note: The transactions set forth herein are those which individually or in
the aggregate by investment, involve an amount in excess of five
percent ($13,096,685) of the fair value of the plan assets
($261,933,706) at the beginning of the plan year.
SCHEDULE 3
UNITED DOMINION INDUSTRIES, INC
COMPASS PLAN
Schedule of Nonexempt Transactions
Year Ended December 31, 2000
IDENTITY OF PARTY RELATIONSHIP DESCRIPTION PURCHASE
INVOLVED* TO THE PLAN OF TRANSACTION PRICE
--------- ----------- -------------- -----
Serco Employer Participant contribution not remitted
to plan within 15 day limit $ 59,904
Ceco Employer Participant contribution not remitted
to plan within 15 day limit $ 35,827
Flair Stanley Employer Participant contribution not remitted
to plan within 15 day limit $ 3,506
Kelley Employer Participant contribution not remitted
to plan within 15 day limit $ 881
Ceco Employer Participant contribution not remitted
to plan within 15 day limit $ 516
Radiodetection Employer Participant contribution not remitted
to plan within 15 day limit $ 25,718
Flair Ocala Employer Participant contribution not remitted
to plan within 15 day limit $ 3,431
Serco Employer Participant loan repayment not
remitted to plan within 15 day limit $ 2,285
Ceco Employer Participant loan repayment not
remitted to plan within 15 day limit $ 5,325
Radiodetection Employer Participant loan repayment not
remitted to plan within 15 day limit $ 485
Flair Stanley Employer Participant loan repayment not
remitted to plan within 15 day limit $ 617
Flair Ocala Employer Participant loan repayment not
remitted to plan within 15 day limit $ 3,948
Ceco Employer Participant loan repayment not
remitted to plan within 15 day limit $ 40
*Subsidiaries of United Dominion Industries, Inc.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustee of the below named plan has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
UNITED DOMINION INDUSTRIES, INC.
COMPASS PLAN
By: United Dominion Industries, Inc.
Management Pension Committee
Date: July 17, 2001 By: /s/ Patrick J. O'Leary
------------------------
Patrick J. O'Leary
By: /s/ Christopher J. Kearney
----------------------------
Christopher J. Kearney
EXHIBIT INDEX
Exhibit No. Document
----------- --------
23 Consent of KPMG LLP
EXHIBIT 23
INDEPENDENT AUDITORS CONSENT
The Board of Directors
United Dominion Industries, Inc.:
We consent to the incorporation by reference in the registration statement
(No. 333-61766) on Form S-8 of United Dominion Industries, Inc. Compass
Plan (the "Plan"), of our report dated July 13, 2001, relating to the
statements of net assets available for benefits of the Plan as of December
31, 2000 and 1999, and the related statements of changes in nets assets
available for benefits for the years then ended, which report appears in
the December 31, 2000, annual report on Form 11-K of the Plan.
/s/ KPMG LLP
Charlotte, North Carolina
July 13, 2001