1. SIGNIFICANT ACCOUNTING POLICIES
The Adams Express Company (the Company) is registered under the Investment Company Act of 1940 as a diversified investment company. The Company's investment objectives as well as the nature and risk of its investment transactions are set forth in the Company's registration statement.
Security Valuation -- Investments in securities traded on a national security exchange are valued at the last reported sale price on the day of valuation. Over-the-counter and listed securities for which a sale price is not available are valued at the last quoted bid price. Short-term investments are valued at amortized cost. Written options are valued at the last sale price or last quoted asked price.
Affiliated Companies -- Investments in companies 5% or more of whose outstanding voting securities are held by the Company are defined as "Affiliated Companies" in Section 2(a)(3) of the Investment Company Act of 1940.
Security Transactions and Investment Income -- Investment transactions are accounted for on the trade date. Gain or loss on sales of securities and options is determined on the basis of identified cost. Dividend income and distributions to shareholders are recognized on the ex-dividend date, and interest income is recognized on the accrual basis.
2. FEDERAL INCOME TAXES
The Company's policy is to distribute all of its taxable income to its shareholders in compliance with the requirements of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. For federal income tax purposes, the identified cost of securities including options, at December 31, 1998 was $807,791,666, and net unrealized appreciation aggregated $879,626,898, of which the related gross unrealized appreciation and depreciation were $898,357,790 and $18,730,892, respectively.
Distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. Accordingly, periodic reclassifications are made within the Company's capital accounts to reflect income and gains available for distribution under income tax regulations.
3. INVESTMENT TRANSACTIONS
Purchases and sales of portfolio securities, other than options and short-term investments, during the year ended December 31, 1998 were $264,644,003 and $296,315,701, respectively. The Company, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. Option transactions comprised an insignificant portion of operations during the year ended December 31, 1998. All investment decisions are made by a committee, and no one person is primarily responsible for making recommendations to that committee.
4. CAPITAL STOCK
On December 28, 1998, the Company issued 1,927,412 shares of its stock at a price of $25.5937 per share (market value) to stockholders of record November 23, 1998 who elected to take stock in payment of the distribution from 1998 capital gain and investment income.
The Company may purchase shares of its Common Stock from time to time at such prices and amounts as the Board of Directors may deem advisable. No purchases were made during the year ended December 31, 1998.
The Company has 10,000,000 authorized and unissued preferred shares without par value.
The Company has an employee incentive stock option and stock appreciation rights plan which provides for the issuance of options and stock appreciation rights for the purchase of up to 2,050,000 shares of the Company's common stock at 100% of the fair market value at date of grant. Options are exercisable beginning not less than one year after the date of grant and extend and vest over ten years from the date of grant. Stock appreciation rights are exercisable beginning not less than two years after the date of grant and extend over the period during which the option is exercisable. The stock appreciation rights allow the optionees to surrender their rights to exercise their options and receive cash or shares in an amount equal to the difference between the option price and the fair market value of the common stock at the date of surrender. Under the plan, the exercise price of the options and related stock appreciation rights is reduced by the per share amount of capital gain paid by the Company during subsequent years. At the beginning of 1998, 312,118 options were outstanding with a weighted average exercise price of $13.6549 per share. During 1998, the Company granted options, including stock appreciation rights, for 28,368 shares of common stock with an exercise price of $23.725 per share. During the year stock appreciation rights relating to 49,226 stock option shares were exercised at a weighted average market price of $26.1334 per share and the stock options relating to these rights which had a weighted average exercise price of $11.9102 per share were cancelled. In addition, stock options and stock appreciation rights relating to 36,959 shares which had a weighted average exercise price of $16.1834, were cancelled during the year ended December 31, 1998. At December 31, 1998, there were outstanding exercisable options to purchase 75,869 common shares at $8.80-17.17 per share (weighted average price of $11.0814), and unexercisable options to purchase 178,432 common shares at $10.115-23.725 per share (weighted average price of $14.2152). The weighted average remaining contractual life of outstanding exercisable and unexercisable options was 5.494 years and 6.364 years, respectively. Total compensation expense recognized in 1998 related to the stock options and stock appreciation rights plan was $654,083. At December 31, 1998, there were 932,078 shares available for future option grants.
5. RETIREMENT PLANS
The Company provides retirement benefits for its employees under a non-contributory qualified defined benefit pension plan. The benefits are based on years of service and compensation during the last 36 months of employment. The Company's current funding policy is to contribute annually to the plan only those amounts that can be deducted for federal income tax purposes. The plan assets consist primarily of investments in mutual funds.
The actuarially computed net pension cost credit for the year ended December 31, 1998 was $1,103,137, and consisted of service expense of $186,026, interest expense of $259,730, expected return on plan assets of $803,073, a net amortization credit of $212,348, and gain on settlement of $533,472.
In determining the actuarial present value of the projected benefit obligation, the interest rate used for the weighted-average discount rate and the expected rate of annual salary increases was 7.0%, and the expected long-term rate of return on plan assets was 8.0%.
On January 1, 1998, the projected benefit obligation for service rendered to date was $3,809,875. During 1998, the projected benefit obligation increased due to service cost and interest cost of $186,026 and $259,730 respectively, and decreased due to benefits paid in the amount of $198,886. The projected benefit obligation at December 31, 1998 was $4,056,745.
On January 1, 1998, the fair value of plan assets was $10,137,850. During 1998, the fair value of plan assets increased due to the expected return on plan assets of $803,073 and decreased due to benefits paid in the amount of $198,886. At December 31, 1998, the projected fair value of plan assets amounted to $10,742,037, which resulted in excess plan assets of $6,685,292. The remaining components of prepaid pension cost on December 31, 1998 included $2,043,080 in unrecognized gain, $356,266 in unrecognized prior service cost and $287,766 is the remaining portion of the unrecognized net asset existing at January 1, 1987, which is being amortized over 15 years. Prepaid pension cost included in other assets at December 31, 1998 was $4,710,712.
In addition, the Company has a nonqualified benefit plan which provides employees with defined retirement benefits to supplement the qualified plan. The Company does not provide postretirement medical benefits.
6. EXPENSES
The cumulative amount of accrued expenses at December 31, 1998 for employees and former employees of the Company was $3,386,055. Aggregate remuneration paid or accrued during the year ended December 31, 1998 to officers and directors amounted to $2,029,935.
Research, accounting and other office services provided to and reimbursed by the Company's non-controlled affiliate, Petroleum & Resources Corporation, amounted to $478,379 for the year ended December 31, 1998.
7. PORTFOLIO SECURITIES LOANED
The Company makes loans of securities to brokers, secured by cash deposits, U.S. Government securities, or bank letters of credit. The Company accounts for securities lending transactions as secured financing and receives compensation in the form of fees or retains a portion of interest on the investment of any cash received as collateral. The Company also continues to receive interest or dividends on the securities loaned. The loans are secured by collateral of at least 102%, at all times, of the fair value of the securities loaned plus accrued interest. Gain or loss in the fair value of the securities loaned that may occur during the term of the loan will be for the account of the Company. At December 31, 1998, the Company had securities on loan of $188,608,479 and held collateral of $192,627,954.
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