-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CbzYr3btAO0DF4VyxOGTmchB9bU0JgwfOrZdKDPoCGTy6zcKtA4gPjPbH35Jv2bE b5C6wea9/zTEsYwxLJ4mMA== 0000950152-98-002981.txt : 19980403 0000950152-98-002981.hdr.sgml : 19980403 ACCESSION NUMBER: 0000950152-98-002981 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980402 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUSH WELLMAN INC CENTRAL INDEX KEY: 0000014957 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 340119320 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-07006 FILM NUMBER: 98586162 BUSINESS ADDRESS: STREET 1: 17876 ST CLAIR AVE CITY: CLEVELAND STATE: OH ZIP: 44110 BUSINESS PHONE: 2164864200 MAIL ADDRESS: STREET 1: 17876 ST CLAIR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44110 FORMER COMPANY: FORMER CONFORMED NAME: BRUSH BERYLLIUM CO DATE OF NAME CHANGE: 19711102 11-K 1 BRUSH WELLMAN INC. 11-K 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, 1997 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, 1997 and December 31, 1996 2-3 3. Statements of Income and Changes in Plan Equity - Plan years ended December 31, 1997, December 31, 1996 and December 31, 1995. 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 ____ day of March, 1998. BRUSH WELLMAN INC. SAVINGS AND INVESTMENT PLAN By /s/ Dennis L. Habrat -------------------------------- Member of the Administrative Committee 3 [WESLEY, MILLS & COMPANY LETTERHEAD] 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, 1997 and 1996 and 1995. 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, 1997 and 1996, the results of its operations and changes in its plan equity for the years ended December 31, 1997 and 1996 and 1995 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, 1997 and reportable transactions for the year ended December 31, 1997 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. Wesley, Mills & Company /s/ Wesley, Mills & Company March 11, 1998 4 BRUSH WELLMAN INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 1997
S&P 500 ASSET FIXED ASSETS GROWTH INTERNATIONAL INCOME INDEX ALLOCATION INCOME - ------------------------------------------- ------------ ------------- ------------ ------------ ------------ --------- Brush Wellman Inc. Common Stock (cost $22,143,106) Janus Fund (cost $12,892,394) $13,986,318 Templeton Foreign Fund (cost $6,678,891) $6,897,662 PFAMCO Equity Income Fund (cost $8,273,176) $9,583,620 Northern Trust Collective Stock Index Fund (cost $10,773,413) $14,505,606 Vanguard Asset Allocation Fund (cost $7,760,450) $8,873,272 PIMCO Total Return Fund (cost $6,900,971) $7,202,491 Northern Trust Short-Term Investment Fund (cost $6,422,214) Participant Promissory Notes (cost $3,498,440) Employee Benefits Money Market Fund (cost $134,905) ------------ ------------- ------------- ------------ ------------- ------------- 13,986,318 6,897,662 9,583,620 14,505,606 8,873,272 7,202,491 Dividends Receivable Interest Receivable 37,250 Other ------------ ------------- ------------- ------------ ------------- ------------- 37,250 ------------ ------------- ------------- ------------ ------------- ------------- TOTAL ASSETS $13,986,318 $6,897,662 $9,583,620 $14,505,606 $8,873,272 $7,239,741 ============ ============= ============= ============ ============= ============= LIABILITIES & PLAN EQUITY - ------------------------------------- Plan Equity 13,986,318 6,897,662 9,583,620 14,505,606 8,873,272 7,239,741 ------------ ------------- ------------- ------------ -------------- ------------- TOTAL LIABILITIES & PLAN EQUITY $13,986,318 $6,897,662 $9,583,620 $14,505,606 $8,873,272 $7,239,741 ============ ============ ============ ============ ============= ============= MONEY STOCK PAYSOP LOAN ASSETS MARKET FUND FUND FUND TOTAL - ------------------------------------------- ----------- ------------ --------- ----------- ------------ Brush Wellman Inc. Common Stock (cost $22,143,106) $27,483,732 $321,612 $27,805,344 Janus Fund (cost $12,892,394) 13,986,318 Templeton Foreign Fund (cost $6,678,891) 6,897,662 PFAMCO Equity Income Fund (cost $8,273,176) 9,583,620 Northern Trust Collective Stock Index Fund (cost $10,773,413) 14,505,606 Vanguard Asset Allocation Fund (cost $7,760,450) 8,873,272 PIMCO Total Return Fund (cost $6,900,971) 7,202,491 Northern Trust Short-Term Investment Fund (cost $6,422,214) $6,422,214 6,422,214 Participant Promissory Notes (cost $3,498,440) $3,498,440 3,498,440 Employee Benefits Money Market Fund (cost $134,905) 133,782 1,123 134,905 ------------- -------------- --------- ------------- -------------- 6,422,214 27,617,514 322,735 3,498,440 98,909,872 Dividends Receivable 134,127 1,575 135,702 Interest Receivable 30,647 751 5 68,653 Other ------------- -------------- --------- ------------- -------------- 30,647 134,878 1,580 204,355 ------------- -------------- --------- ------------- -------------- TOTAL ASSETS $6,452,861 $27,752,392 $324,315 $3,498,440 $99,114,227 ============= ============== ========= ============= ============== LIABILITIES & PLAN EQUITY - ------------------------------------- Plan Equity 6,452,861 27,752,392 324,315 3,498,440 99,114,227 ------------- -------------- --------- ------------ ------------- TOTAL LIABILITIES & PLAN EQUITY $6,452,861 $27,752,392 $324,315 $3,498,440 $99,114,227 ============ ============== ======== ============ =============
See accompanying notes to financial statements. 2 5 BRUSH WELLMAN INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 1996
S&P 500 ASSET FIXED ASSETS GROWTH INTERNATIONAL INCOME INDEX ALLOCATION INCOME - ------------------------------------------- ------------- ------------- ----------- ----------- ------------ ----------- Brush Wellman Inc. Common Stock (cost $21,316,961) Janus Fund (cost $9,140,759) $10,368,651 Templeton Foreign Fund (cost $5,334,105) $6,029,302 PFAMCO Equity Income Fund (cost $5,793,594) $6,407,987 Northern Trust Collective Stock Index Fund (cost $7,548,719) $9,625,596 Vanguard Asset Allocation Fund (cost $6,851,379) $6,890,813 PIMCO Total Return Fund (cost $6,304,014) $6,631,102 Northern Trust Short-Term Investment Fund (cost $6,805,573) Participant Promissory Notes (cost $3,256,882) Employee Benefits Money Market Fund (cost $102,828) ------------- ------------- ----------- ----------- ------------ ----------- 10,368,651 6,029,302 6,407,987 9,625,596 6,890,813 6,631,102 Dividends Receivable 35,758 Interest Receivable Other 106,649 ------------- ------------- ----------- ----------- ------------ ----------- 106,649 35,758 ------------- ------------- ----------- ----------- ------------ ----------- TOTAL ASSETS $10,368,651 $6,029,302 $6,514,636 $9,625,596 $6,890,813 $6,666,860 ============= ============= =========== =========== ============ =========== LIABILITIES & PLAN EQUITY - --------------------------------------- Plan Equity 10,368,651 6,029,302 6,514,636 9,625,596 6,890,813 6,666,860 ------------- ------------- ----------- ----------- ------------ ----------- TOTAL LIABILITIES & PLAN EQUITY $10,368,651 $6,029,302 $6,514,636 $9,625,596 $6,890,813 $6,666,860 ============= ============= =========== =========== ============ =========== MONEY STOCK PAYSOP LOAN ASSETS MARKET FUND FUND FUND TOTAL - ------------------------------------------- -------------- ---------------- ------------ ------------- ------------- Brush Wellman Inc. Common Stock (cost $21,316,961) $17,763,305 $222,406 $17,985,711 Janus Fund (cost $9,140,759) 10,368,651 Templeton Foreign Fund (cost $5,334,105) 6,029,302 PFAMCO Equity Income Fund (cost $5,793,594) 6,407,987 Northern Trust Collective Stock Index Fund (cost $7,548,719) 9,625,596 Vanguard Asset Allocation Fund (cost $6,851,379) 6,890,813 PIMCO Total Return Fund (cost $6,304,014) 6,631,102 Northern Trust Short-Term Investment Fund (cost $6,805,573) $6,757,471 6,757,471 Participant Promissory Notes (cost $3,256,882) $3,256,882 3,256,882 Employee Benefits Money Market Fund (cost $102,828) 88,991 13,837 102,828 -------------- ---------------- ------------ ------------- ------------- 6,757,471 17,852,296 236,243 3,256,882 74,056,343 Dividends Receivable 119,317 1,496 156,571 Interest Receivable 30,302 500 65 30,867 Other 106,649 -------------- ---------------- ------------ ------------- ------------- 30,302 119,817 1,561 294,087 -------------- ---------------- ------------ ------------- ------------- TOTAL ASSETS $6,787,773 $17,972,113 $237,804 $3,256,882 $74,350,430 ============== ================ ============ ============= ============= LIABILITIES & PLAN EQUITY - --------------------------------------- Plan Equity 6,787,773 17,972,113 237,804 3,256,882 74,350,430 -------------- ---------------- ------------ ------------- ------------- TOTAL LIABILITIES & PLAN EQUITY $6,787,773 $17,972,113 $237,804 $3,256,882 $74,350,430 ============== ================ ============ ============= =============
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, 1997
S&P 500 ASSET FIXED GROWTH INTERNATIONAL INCOME INDEX ALLOCATION INCOME ------------- ----------------- ------------- ------------- --------------- ----------- Investment Income: Dividends $589,960 $322,339 $244,109 $196,820 $285,646 Interest 506 293 342 542 319 $426,821 Other Income (Expense) ------------- ----------------- ------------- ------------- --------------- ----------- 590,466 322,632 244,451 197,362 285,965 426,821 Realized Gain (Loss) on Investments--Note E 2,015,682 580,554 1,269,377 1,504,561 545,573 266,798 Unrealized Appreciation (Depreciation) on Investments--Note F (133,969) (476,424) 696,051 1,655,317 1,073,388 (25,567) Contributions--Note B Company 401(k) 1,495,850 881,985 768,668 1,073,326 702,802 569,428 ------------- ----------------- ------------- ------------- --------------- ----------- 1,495,850 881,985 768,668 1,073,326 702,802 569,428 Investment Election Change (100,358) (104,166) 509,790 898,543 140,557 (347,350) Loan Transfers 32,148 62,807 6,952 (93,106) 743 (32,498) Unallocated Loan Payments Withdrawals and Terminations--Note C 282,152 399,028 426,305 355,993 766,569 284,751 ------------- ----------------- ------------- ------------- --------------- ----------- Income and Changes in Plan Equity 3,617,667 868,360 3,068,984 4,880,010 1,982,459 572,881 Plan Equity at Beginning of the Year 10,368,651 6,029,302 6,514,636 9,625,596 6,890,813 6,666,860 ------------- ----------------- ------------- ------------- --------------- ----------- PLAN EQUITY AT END OF THE YEAR $13,986,318 $6,897,662 $9,583,620 $14,505,606 $8,873,272 $7,239,741 ============= ================= ============= ============= =============== =========== MONEY STOCK PAYSOP LOAN MARKET FUND FUND FUND TOTAL --------------- -------------- ------------ ------------- -------------- Investment Income: Dividends $512,954 $6,170 $2,157,998 Interest $376,814 16,269 397 $253,118 1,075,421 Other Income (Expense) 23,624 (1,557) 22,067 --------------- -------------- ------------ ------------- -------------- 376,814 552,847 5,010 253,118 3,255,486 Realized Gain (Loss) on Investments--Note E 129,878 (52,977) 6,259,446 Unrealized Appreciation (Depreciation) on Investments--Note F 8,830,479 163,010 11,782,285 Contributions--Note B Company 2,113,241 2,113,241 401(k) 384,661 440,310 6,317,030 --------------- -------------- ------------ ------------- -------------- 384,661 2,553,551 8,430,271 Investment Election Change 151,572 (1,134,258) (14,330) Loan Transfers (41,032) (37,296) 67,743 (33,539) Unallocated Loan Payments 33,539 33,539 Withdrawals and Terminations--Note C 1,206,927 1,114,922 14,202 112,842 4,963,691 --------------- -------------- ------------ ------------- -------------- Income and Changes in Plan Equity (334,912) 9,780,279 86,511 241,558 24,763,797 Plan Equity at Beginning of the Year 6,787,773 17,972,113 237,804 3,256,882 74,350,430 --------------- -------------- ------------ ------------- -------------- PLAN EQUITY AT END OF THE YEAR $6,452,861 $27,752,392 $324,315 $3,498,440 $99,114,227 =============== ============== ============ ============= ==============
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, 1996
S&P 500 ASSET ASSET GROWTH INTERNATIONAL INCOME INDEX ALLOCATION ALLOCATION -------------- -------------- ------------ ----------- ------------- ------------- Investment Income: Dividends $78,618 $155,189 $178,089 $196,318 $59,791 $184,120 Interest 40 Other Income (Expense) (140,542) (49,661) (52,745) 1,051 753 -------------- -------------- ------------ ----------- ------------- ------------- (61,924) 105,528 125,344 197,409 59,791 184,873 Realized Gain (Loss) on Investments--Note E 1,400,469 223,270 1,108,472 722,676 501,151 376,090 Unrealized Appreciation (Depreciation) on Investments--Note F 224,826 567,238 (75,051) 791,262 (312,645) 39,434 Contributions--Note B Company 401(k) 1,235,328 768,459 633,965 771,948 338,277 282,974 -------------- -------------- ------------ ----------- ------------- ------------- 1,235,328 768,459 633,965 771,948 338,277 282,974 Investment Election Change: 7/1/96 Plan Change (5,927,322) 5,927,322 Current Year Changes 693,444 (279,414) 298,540 531,373 (272,484) 168,495 Loan Transfers 5,708 4,535 (34,396) 5,128 12,176 (13,856) Unallocated Loan Payments Withdrawals and Terminations--Note C 396,728 134,326 322,488 448,605 209,694 74,519 -------------- -------------- ------------ ----------- ------------- ------------- Income and Changes in Plan Equity 3,101,123 1,255,290 1,734,386 2,571,191 (5,810,750) 6,890,813 Plan Equity at Beginning of the Year 7,267,528 4,774,012 4,780,250 7,054,405 5,810,750 0 -------------- -------------- ------------ ----------- ------------- ------------- PLAN EQUITY AT END OF THE YEAR $10,368,651 $6,029,302 $6,514,636 $9,625,596 $0 $6,890,813 ============== ============== ============ =========== ============= ============= FIXED MONEY STOCK PAYSOP LOAN INCOME MARKET FUND FUND FUND TOTAL ------------ ------------ -------------- ----------- ------------ -------------- Investment Income: Dividends $442,822 $7,080 $1,302,027 Interest $429,974 $346,350 6,117 1,118 $251,904 1,035,503 Other Income (Expense) 1,374 (1,469) (241,239) ------------ ------------ -------------- ----------- ------------ -------------- 429,974 346,350 450,313 6,729 251,904 2,096,291 Realized Gain (Loss) on Investments--Note E 53,664 (45,347) 4,340,445 Unrealized Appreciation (Depreciation) on Investments--Note F (199,966) (998,240) (11,142) 25,716 Contributions--Note B Company 1,910,402 1,910,402 401(k) 619,396 423,544 401,965 5,475,856 ------------ ------------ -------------- ----------- ------------ -------------- 619,396 423,544 2,312,367 7,386,258 Investment Election Change: 7/1/96 Plan Change Current Year Changes (544,791) (57,542) (531,725) (5,896) Loan Transfers 16,034 (93,033) (107,586) 82,865 (122,425) Unallocated Loan Payments (87,732) (87,732) Withdrawals and Terminations--Note C 279,031 427,521 774,612 11,168 92,213 3,170,905 ------------ ------------ -------------- ----------- ------------ -------------- Income and Changes in Plan Equity 95,280 191,798 305,170 (21,477) 154,824 10,467,648 Plan Equity at Beginning of the Year 6,571,580 6,595,975 17,666,943 259,281 3,102,058 63,882,782 ------------ ------------ -------------- ----------- ------------ -------------- PLAN EQUITY AT END OF THE YEAR $6,666,860 $6,787,773 $17,972,113 $237,804 $3,256,882 $74,350,430 ============ ============ ============== =========== ============ ==============
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, 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 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 376,153 173,036 278,923 128,337 169,481 406,998 384,926 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. 6 9 BRUSH WELLMAN INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY YEAR ENDED DECEMBER 31, 1995
INCOME EQUITY EQUITY EQUITY STOCK PAYSOP FUND FUND A FUND B FUND C FUND FUND ------------- ----------- ----------- ----------- ------------- ----------- Investment Income: Dividends $352,679 $3,568 Interest 10,744 1,291 Other Income (Expense) 192,317 3,647 ------------- ----------- ----------- ----------- ------------- ----------- 555,740 8,506 Realized Gain (Loss) on Investments--Note E 214,089 474,999 (12,619) 5,888 (82,030) Unrealized Appreciation (Depreciation) on Investments--Note F (201,462) (472,705) 14,214 (2,813) (157,861) 1,385 Contributions--Note B Company 1,815,838 401(k) 442,057 ------------- ----------- ----------- ----------- ------------- ----------- 2,257,895 Plan Merger -- Note A 2,174,657 221,971 266,585 363,013 687,127 Investment Election Change: 1/1/95 Plan Change (17,434,297) (6,400,676) (2,818,083) (5,693,929) (275,286) Current Year Changes (255,586) (2,722) Loan Transfers (121,062) Unallocated Loan Payments Withdrawals and Terminations--Note C 721,484 11,547 ------------- ----------- ----------- ----------- ------------- ----------- Income and Changes in Plan Equity (15,247,013) (6,176,411) (2,549,903) (5,327,841) 1,887,453 (4,378) Plan Equity at Beginning of the Year 15,247,013 6,176,411 2,549,903 5,327,841 15,779,490 263,659 ------------- ----------- ----------- ----------- ------------- ----------- PLAN EQUITY AT END OF THE YEAR $0 $0 $0 $0 $17,666,943 $259,281 ============= =========== =========== =========== ============= =========== LOAN FUND TOTAL ----------- ------------ Investment Income: Dividends $1,164,967 Interest $182,910 949,974 Other Income (Expense) 550,069 ----------- ------------ 182,910 2,665,010 Realized Gain (Loss) on Investments--Note E 1,866,008 Unrealized Appreciation (Depreciation) on Investments--Note F 3,126,539 Contributions--Note B Company 1,815,838 401(k) 5,427,451 ----------- ------------ 7,243,289 Plan Merger -- Note A 133,074 3,846,928 Investment Election Change: 1/1/95 Plan Change 22,000 Current Year Changes 22,372 Loan Transfers 391,532 Unallocated Loan Payments 154,810 154,810 Withdrawals and Terminations--Note C 154,064 2,758,287 ----------- ------------ Income and Changes in Plan Equity 730,262 16,166,669 Plan Equity at Beginning of the Year 2,371,796 47,716,113 ----------- ------------ PLAN EQUITY AT END OF THE YEAR $3,102,058 $63,882,782 =========== ============
See accompanying notes to financial statements. 7 10 NOTES TO FINANCIAL STATEMENTS BRUSH WELLMAN INC. SAVINGS AND INVESTMENT PLAN DECEMBER 31, 1997, DECEMBER 31, 1996 AND DECEMBER 31, 1995 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. 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 were no substantial changes in eligibility, Company contributions, plan benefits or value of plan assets as a result of the merger. The transferred net assets were 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 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 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 $9,500 in 1997, $9,500 in 1996 and $9,240 in 1995. All employee and Company matching contributions are fully vested at all times. 8 11 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. There were 1,253 participants in the fund at the end of the Plan year. 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. There were 903 participants in the fund at the end of the Plan year. 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. There were 884 participants in the fund at the end of the Plan year. The S&P 500 Index 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 Standard & Poor's 500 Stock Index. The fund proportionately invests in each of the stocks that comprise the Standard & Poor's 500 Stock Index. There were 1,068 participants in the fund at the end of the Plan year. The Asset Allocation Fund invests primarily in the Vanguard Asset Allocation 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. Prior to July 1, 1996, the Asset Allocation Fund invested primarily in the Phoenix Total Return Fund. There were 847 participants in the fund at the end of the Plan year. 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. There were 626 participants in the fund at the end of the Plan year. 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. There were 496 participants in the fund at the end of the Plan year. The Company Stock Fund invests primarily in Brush Wellman Inc. Common Stock. There were 1,796 participants in the fund at the end of the Plan year. On July 1, 1996 the Plan changed the investment choice for the Asset Allocation Fund from the Phoenix Total Return Fund to the Vanguard Asset Allocation Fund. All assets from the Phoenix Fund were transferred into the Vanguard Fund effective this date. 9 12 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 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 1997, 1996, and 1995 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. 10 13 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 of face value by investment as of December 31, 1997 and December 31, 1996 are as follows:
Shares By Investment -------------------------------- Investment 1997 1996 ---------- ---- ---- Janus Fund 561,700 424,076 Templeton Fund 693,232 581,979 PFAMCO Equity Income Fund 629,259 472,565 Northern Trust Collective Stock Index Fund 767,899 617,421 Vanguard Asset Allocation Fund 421,533 384,103 PIMCO Total Return Fund 679,480 631,534 Northern Trust Short-Term Investment Fund 6,422,213 6,757,471 Brush Wellman Inc. Common Stock 1,134,912 1,213,246 Employee Benefit Money Market Fund 134,905 68,776
In addition, $3,498,440 and $3,256,882 were invested in Participant Promissory Notes as of December 31, 1997 and December 31, 1996, respectively. On July 1, 1996 the Vanguard Asset Allocation Fund replaced the Phoenix Total Return Fund. 12 15 NOTE E: The net realized gain (loss) on sales of investments for the Plan years ended December 31, 1997 December 31, 1996 and December 31, 1995 is as follows:
1997 ---------------------------------------------------------------------- Investment Shares Cost Proceeds Gain(Loss) ---------- ------ ---- -------- ---------- Janus Fund 48,746 $1,735,953 $3,751,635 $2,015,682 Templeton Fund 92,636 764,231 1,344,785 580,554 PFAMCO Equity Income Fund 41,321 1,210,205 2,479,582 1,269,377 Northern Trust Collective Stock Index Fund 87,600 1,720,132 3,224,693 1,504,561 Vanguard Asset Allocation Fund 72,313 363,499 909,072 545,573 PIMCO Total Return Fund 169,306 330,159 596,957 266,798 Brush Wellman Inc. Common Stock 61,873 1,003,412 1,080,313 76,901 -------------- $6,259,446 ==============
1996 ---------------------------------------------------------------------- Investment Shares Cost Proceeds Gain(Loss) ---------- ------ ---- -------- ---------- Janus Fund 32,450 $665,430 $2,065,899 $1,400,469 Templeton Fund 97,393 879,703 1,102,973 223,270 PFAMCO Equity Income Fund 54,403 640,837 1,749,309 1,108,472 Northern Trust Collective Stock Index Fund 75,307 872,895 1,595,571 722,676 Phoenix Total Return Fund 396,623 6,033,647 6,534,798 501,151 Vanguard Asset Allocation Fund 8,232 146,556 522,646 376,090 PIMCO Total Return Fund 142,677 1,416,931 1,470,595 53,664 Brush Wellman Inc. Common Stock 48,137 928,849 883,502 (45,347) -------------- $4,340,445 ==============
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 ==============
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, 1997 are as follows:
Realized Gain/(Loss) ------------------ Brush Wellman Inc. Common Stock $125,135 Janus Fund 2,042,395 Templeton Fund 609,425 PFAMCO Equity Income Fund 1,283,234 Northern Trust Collective Stock Index Fund 1,564,425 Vanguard Asset Allocation Fund 555,302 PIMCO Total Return Fund 250,693 ------------------ $6,430,609 ==================
13 16 NOTE F - The unrealized appreciation (depreciation) of investments for the Plan years ended December 31, 1997, December 31, 1996 and December 31, 1995 is as follows:
Balance Balance January 1 December 31 1997 Change 1997 -------------- ---------------- ---------------- Janus Fund $1,227,892 ($133,969) $1,093,923 Templeton Fund 695,196 (476,424) 218,772 PFAMCO Equity Income Fund 614,393 696,051 1,310,444 Northern Trust Collective Stock Index Fund 2,076,876 1,655,317 3,732,193 Vanguard Asset Allocation Fund 39,434 1,073,388 1,112,822 PIMCO Total Return Fund 327,088 (25,567) 301,521 Brush Wellman Inc. Common Stock (3,331,250) 8,993,489 5,662,239 ---------------- $11,782,285 ================
Balance Balance January 1 December 31 1996 Change 1996 -------------- ---------------- ---------------- Janus Fund $1,003,066 $224,826 $1,227,892 Templeton Fund 127,958 567,238 695,196 PFAMCO Equity Income Fund 689,444 (75,051) 614,393 Northern Trust Collective Stock Index Fund 1,285,614 791,262 2,076,876 Phoenix Total Return Fund 312,645 (312,645) 0 Vanguard Asset Allocation Fund 0 39,434 39,434 PIMCO Total Return Fund 527,054 (199,966) 327,088 Brush Wellman Inc. Common Stock (2,321,868) (1,009,382) (3,331,250) ---------------- $25,716 ================
14 17
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 Northern Trust Short-Term Investment Fund Brush Wellman Inc. Common Stock: -Brush Wellman Savings & Investment Plan ($2,219,813) (102,055) (2,321,868) -Williams Advanced Materials Savings & Investment Plan 54,421 (54,421) Managed Guaranteed Investment Contract Fund: -Brush Wellman Savings & Investment Plan 176,253 (176,253) -Williams Advanced Materials Savings & Investment Plan 25,209 (25,209) Fidelity U.S. Equity Index Portfolio: -Brush Wellman Savings & Investment Plan 461,819 (461,819) -Williams Advanced Materials Savings & Investment Plan 10,886 (10,886) Fidelity Fund Inc.: -Brush Wellman Savings & Investment Plan (6,359) 6,359 -Williams Advanced Materials Savings & Investment Plan (7,855) 7,855 Fidelity Puritan Fund: -Brush Wellman Savings & Investment Plan 17,658 (17,658) -Williams Advanced Materials Savings & Investment Plan (14,845) 14,845 ---------------- $3,126,539 ================
The Department of Labor requires that unrealized appreciation and depreciation be calculated using current cost rather that historical cost. Unrealized gains and losses under the current cost method for the year ended December 31, 1997 are as follows:
Change in Unrealized Gain/(Loss) --------------------------- Janus Fund ($160,682) Templeton Fund (505,295) PFAMCO Equity Income Fund 682,194 Northern Trust Collective Stock Index Fund 1,595,453 Vanguard Asset Allocation Fund 1,063,659 PIMCO Total Return Fund (9,462) Brush Wellman Inc. Common Stock 8,945,255 ---------------- $11,611,122 ================
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 January 1, 1995, provide for certain provisions concerning member contributions, distributions and key employee testing procedures. NOTE I - Effective January 1, 1995 the Williams Advanced Materials Inc. Savings and Investment Plan was merged into the Plan. Prior to the merger, the plans covered eligible employees at Brush Wellman Inc. and its subsidiary, Williams Advanced Materials Inc., there were 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 their 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 Changes in Net Assets available for benefits from January 1, 1995. 16 19 EIN 34-0119320 PN 003 BRUSH WELLMAN INC. SAVINGS & INVESTMENT PLAN DECEMBER 31, 1997 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES:
CURRENT INVESTMENTS DESCRIPTION COST VALUE ----------- ----------- ---- ----- Brush Wellman Inc. Common Stock Common Stock $22,143,106 $27,805,344 Janus Fund Mutual Fund $12,892,394 $13,986,318 Templeton Fund Mutual Fund $6,678,891 $6,897,662 PFAMCO Equity Income Fund Mutual Fund $8,273,176 $9,583,620 Northern Trust Collective Stock Index Fund Mutual Fund $10,773,413 $14,505,606 Vanguard Asset Allocation Fund Mutual Fund $7,760,450 $8,873,272 PIMCO Total Return Fund Mutual Fund $6,900,971 $7,202,491 Northern Trust Short-Term Investment Fund Bank Common/ $6,422,214 $6,422,214 Collective Trust Participant Promissory Notes Participant Loans $3,498,440 $3,498,440 Employee Benefit Money Market Fund Bank Common/ $134,905 $134,905 Collective Trust
17 20 BRUSH WELLMAN INC. SAVINGS & INVESTMENT PLAN SCHEDULE OF REPORTABLE TRANSACTIONS DECEMBER 31, 1997
PURCHASES SALES --------------------------- -------------------------------- TRANSACTION DESCRIPTION # TRANS COST # TRANS PROCEEDS GAIN/(LOSS) Brush Wellman Inc. Common Stock 31 $2,435,779.51 21 $1,420,909.45 $76,901.48 Janus Fund 107 9,477,705.19 89 1,077,406.69 281,311.75 Northern Trust Collective Stock Index Fund 126 4,445,557.80 69 1,130,876.67 485,402.99 PIMCO Total Return Fund 77 2,270,873.38 71 1,673,916.65 88,134.04
18 21 [WESLEY, MILLS & COMPANY LETTERHEAD] 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, 1997 of our report dated March 11, 1998, 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, 1997. Wesley, Mills & Company /s/ Wesley, Mills & Company Cleveland, Ohio March 11, 1998 19 -----END PRIVACY-ENHANCED MESSAGE-----