-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dm1DYkE4awcarNHB5wr/m2q5BGSTHIQcF2hTvmk9J4XNGg8S6XTqzqPoONvXH5Oq ycR7QdGeSvgP2xoafqN5cQ== 0000950152-94-001180.txt : 19941121 0000950152-94-001180.hdr.sgml : 19941118 ACCESSION NUMBER: 0000950152-94-001180 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940531 FILED AS OF DATE: 19941117 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PICHER INDUSTRIES INC CENTRAL INDEX KEY: 0000030927 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 310268670 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01499 FILM NUMBER: 94560857 BUSINESS ADDRESS: STREET 1: 580 WALNUT ST STREET 2: P O BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5137217010 MAIL ADDRESS: STREET 1: 580 WALNUT ST PO BOX 779 STREET 2: 580 WALNUT ST PO BOX 779 CITY: CINCINNATI STATE: OH ZIP: 45201 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE PICHER CO DATE OF NAME CHANGE: 19660921 11-K 1 EAGLE-PICHER INDUSTRIES, INC. 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 1994 Commission file number: 1-1499 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Issuer: EAGLE-PICHER INDUSTRIES, INC. An Ohio Corporation 580 Walnut Street, P.O. Box 779, Cincinnati, Ohio 45201 Issuer's Telephone Number: 513-721-7010 1 2 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Table of Contents Page ---- Independent Auditors' Report 3 Statement of Assets Available for Plan Benefits, with Fund Information - May 31, 1994 4 Statement of Assets Available for Plan Benefits, with Fund Information - May 31, 1993 5 Statements of Changes in Assets Available for Plan Benefits, with Fund Information - Years ended May 31, 1994 and 1993 6 Notes to Financial Statements 7 Schedule 1, Schedule of Investments - May 31, 1994 11 Schedule 2, Schedule of Reportable Transactions - Year ended May 31, 1994 12 Signatures 13 Exhibit Index 14 Exhibit 23, Independent Auditors' Consent 15 2 3 Independent Auditors' Report ---------------------------- The Administrative Committee Eagle-Picher Salaried 401(k) Plan (Formerly Eagle-Picher Savings Plan): We have audited the accompanying statements of assets available for plan benefits of the Eagle-Picher Salaried 401(k) Plan as of May 31, 1994 and 1993, and the related statements of changes in assets available for plan 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 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. As discussed in Note 5, on January 7, 1991, Eagle-Picher Industries, Inc. and seven of its subsidiaries, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court and are currently operating their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Plan as of May 31, 1994 and 1993, and the changes in assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Investments and Reportable Transactions 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. The Fund Information in the statements of assets available for plan benefits and the statements of changes in assets available for plan benefits is presented for purposes of additional analysis rather than to present the assets available for plan benefits and changes in assets available for plan benefits of each fund. The supplemental schedules and Fund Information 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 PEAT MARWICK LLP KPMG PEAT MARWICK LLP Cincinnati, Ohio September 23, 1994 3 4 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Statement of Assets Available for Plan Benefits, with Fund Information May 31, 1994
Fund Information ------------------------------------------------------------------ Eagle- Small Money S&P 500 Picher Eagle-Picher Stock Market Index Stock Stock Fund Bond Index Fund Fund Fund Prior Plan Fund Fund Total --------- --------- ------- ------------ --------- --------- ---------- Investments, at fair value (note 3): Common stock of employer (note 5) $ - - 138,217 5,624 - - 143,841 Common stock funds - 7,086,382 - - - 2,601,134 9,687,516 U.S. Government securities - - - - 1,676,171 - 1,676,171 Short-term investment fund 9,016,081 141,822 - - 224,026 137,779 9,519,708 --------- --------- ------- ----------- --------- --------- ---------- Total investments 9,016,081 7,228,204 138,217 5,624 1,900,197 2,738,913 21,027,236 Cash 1,729 2,922 8,356 31 7,531 - 20,569 Contributions receivable: Participant 4,894 5,891 - - 2,591 4,970 18,346 Employer 2,324 2,798 - - 1,632 2,361 9,115 Dividends and interest receivable 30,351 230 - - 14,278 239 45,098 --------- --------- ------- ----------- --------- --------- ---------- Assets available for plan benefits $9,055,379 7,240,045 146,573 5,655 1,926,229 2,746,483 21,120,364 ========= ========= ======= =========== ========= ========= ==========
See accompanying notes to financial statements. 4 5 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Statement of Assets Available for Plan Benefits, with Fund Information May 31, 1993
Fund Information ---------------------------------------------------------------------- Eagle- Small Money S&P 500 Picher Eagle-Picher Stock Market Index Stock Stock Fund Bond Index Fund Fund Fund Prior Plan Fund Fund Total --------- --------- --------- ------------ -------- ------- ---------- Investments, at fair value (note 3): Common stock of employer (note 5) $ - - 1,615,962 67,809 - - 1,683,771 Common stock funds - 5,640,292 - - - 723,744 6,364,036 U.S. Government securities - - - - 880,485 - 880,485 Short-term investment fund 9,601,339 106,178 - - 89,023 82,802 9,879,342 --------- --------- --------- ------------ -------- ------- ---------- Total investments 9,601,339 5,746,470 1,615,962 67,809 969,508 806,546 18,807,634 Cash - - 19 104 - - 123 Contributions receivable: Participant 4,344 3,310 - - 1,827 2,962 12,443 Employer 3,966 3,127 - - 2,492 2,339 11,924 Dividends and interest receivable 25,018 152 - - 10,440 113 35,723 --------- --------- --------- ------------ ------- ------- ---------- Assets available for plan benefits $9,634,667 5,753,059 1,615,981 67,913 984,267 811,960 18,867,847 ========= ========= ========= ============= ======= ======= ==========
See accompanying notes to financial statements. 5 6 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Statements of Changes in Assets Available for Plan Benefits, with Fund Information Years ended May 31, 1994 and 1993
Fund Information -------------------------------------------------------------------- Eagle- Small Money S&P 500 Picher Eagle-Picher Stock Market Index Stock Stock Fund Bond Index Fund Fund Fund Prior Plan Fund Fund Total --------- --------- --------- ------------ --------- --------- ---------- Assets available for plan benefits, May 31, 1992 $9,520,182 4,749,318 1,526,602 66,622 - - 15,862,724 Contributions: Participants 1,171,289 697,542 100,252 - 281,831 243,858 2,494,772 Employer 463,979 272,761 39,709 - 109,460 95,759 981,668 Investment income (loss): Interest 317,251 1,600 1,267 7 18,663 830 339,618 Dividends - 150,499 - - - 3,667 154,166 Net appreciation (depreciation) in fair value of investments - 415,176 391,892 16,719 (822) 43,848 866,813 Distributions to participants (1,022,017) (668,761) (121,416) (15,433) (2,488) (1,799) (1,831,914) Interfund transfers, net (816,017) 134,924 (322,325) (2) 577,623 425,797 - --------- --------- --------- --------- ------- ------- ---------- Assets available for plan benefits, May 31, 1993 9,634,667 5,753,059 1,615,981 67,913 984,267 811,960 18,867,847 Contributions: Participant 758,660 893,465 - - 545,481 718,664 2,916,270 Employer 299,675 331,591 - - 203,100 254,624 1,088,990 Investment income (loss): Interest 299,647 1,564 - - 73,045 1,619 375,875 Dividends - 179,602 - - - 24,452 204,054 Net appreciation (depreciation) in fair value of investments - 72,729 (1,215,767) (46,134) (36,974) 61,303 (1,164,843) Distributions (649,588) (295,646) (28,095) (16,124) (131,705) (46,671) (1,167,829) Interfund transfers, net (1,287,682) 303,681 (225,546) - 289,015 920,532 - --------- --------- --------- ---------- ----------- --------- ---------- Assets available for plan benefits, May 31, 1994 $9,055,379 7,240,045 146,573 5,655 1,926,229 2,746,483 21,120,364 ========= ========= ========= ========== =========== ========= ==========
See accompanying notes to financial statements. 6 7 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Notes to Financial Statements May 31, 1994 and 1993 (1) Plan Description ---------------- The following description of the Eagle-Picher Salaried 401(k) Plan (formerly Eagle- Picher Savings Plan) (the Plan) provides only general information. Participants should refer to the Prospectus and Summary Plan Description for a more complete description of the Plan's provisions. General ------- The Plan, which was adopted in 1983, is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). All salaried employees of Eagle-Picher Industries, Inc. (the Company) and its wholly-owned domestic subsidiaries, except Transicoil, Inc. and Michigan Automotive Research Corporation, are eligible to participate in the Plan after one year of service with the Company. Contributions ------------- Participants may contribute a percentage of not less than one percent and not more than fifteen percent, only in whole percentage increments, of their basic compensation (before-tax contribution). However, contributions may not exceed limitations established under Section 402(g) of the Internal Revenue Code of 1986, as amended. The Company currently matches 50% of the first six percent of compensation which participants contribute. These cash contributions are invested in each fund in proportion to the participant's contribution amounts. Rollover Contributions ---------------------- A participant may roll over funds previously held for his/her account in another employee benefit plan to the Plan on a tax-free basis. An employee shall be fully vested at all times in such amounts transferred into the Plan. Rollover contributions shall share in income and earnings under the terms of the Plan, but no Company contributions shall be made with respect to any rollover contribution. Participant Accounts -------------------- Earnings and losses attributable to investments are allocated to participants' accounts on a pro rata basis based upon the proportion of individual account balances to total participants' account balances. Vesting ------- Participants are fully vested with respect to all contributions (participant and Company) and earnings (losses) of the Plan. Benefits -------- Distributions may be made at the participant's request, regardless of employment status when the participant reaches the age of 59 1/2. Automatic distribution occurs at age 70 1/2, termination of employment, permanent disability, or death. Additionally, participants may request distributions at any time for events of certain hardship conditions. Amounts included in assets available for plan benefits which are allocated to the accounts of persons who have withdrawn from participation in the earnings and operations of the Plan totalled approximately $389,000 and $165,000 at May 31, 1994 and 1993, respectively. As Form 5500 reflects these amounts as benefits payable, they are reconciling items to the Plan's financial statements. 7 8 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Notes to Financial Statements, Continued Change in Plan Name ------------------- On June 1, 1994, the Plan changed its name from the Eagle-Picher Savings Plan to the Eagle-Picher Salaried 401(k) Plan. Change in Fiscal Year --------------------- The Plan changed its fiscal year end from May 31 to December 31. This change is effective for the Plan year beginning June 1, 1994. Plan Amendment or Termination ----------------------------- Although the Company expects the Plan to be permanent, the Company reserves the right to amend or to terminate the Plan, in whole or in part, at any time, In such event the assets will be distributed to participants in accordance with the Plan's provisions and existing laws and regulations. (2) Significant Accounting Policies ------------------------------- The accompanying financial statements of the Plan have been prepared on an accrual basis of accounting. Investments ----------- Investments are carried at fair value. Since November 15, 1993, the securities of the participating employer have been traded over- the-counter (see Note 5). The fair value is determined by the bid price. Prior to that date, the fair value of investment in these securities was determined from the closing price on the New York Stock Exchange. Fair value of investments in securities of unaffiliated issuers is determined by the Wachovia Bank and Trust Company, N.A. (Trustee). Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). The average cost method is used to determine any gain or loss from the sale and/or distribution of securities. Expenses -------- All expenses of administering the Plan are paid by the Company. (3) Investments ----------- The Company has entered into a trust agreement with the Trustee with respect to the operation of the Plan and the establishment and management of the trust fund. Until November 30, 1992, the Trustee invested all participant contributions to the Plan in three investment funds, as directed by the individual participants. The three funds are: - The Money Market Fund (formerly the Income Fund) - A money market fund managed by the Trustee seeking stability of value while earning current interest rates available from commercial paper, certificates of deposit and other short term investments. - The S&P 500 Index Fund (formerly the Equity Fund) - A diversified common stock fund managed by the Trustee with the primary objective of long-term capital growth, with income and safety as secondary considerations. It invests in the Common Stock of the companies that comprise the Standard and Poor's 500 Index. - The Eagle-Picher Stock Fund - A fund invested entirely in common stock of the Company. Dividends on such Company stock were discontinued in November, 1988; however, prior to that time, these dividends were reinvested in Company stock. 8 9 EAGLE-PICHER SALARIED 401(K) PLAN (Formerly Eagle-Picher Savings Plan) Notes to Financial Statements, Continued (3) Investments, Continued Effective December 1, 1992, the Plan was amended and restated so that participants no longer have the option of contributing to the Eagle-Picher Stock Fund. However, two additional investment funds were added so that participants may diversify their accounts: - THE BOND FUND - A fund seeking higher interest rates, it invests in high quality short-term and intermediate-term notes and bonds with a maximum maturity of five years. - THE SMALL STOCK INDEX FUND - A diversified common stock fund aggressively seeking long-term capital growth. It invests in the stock of the smaller publicly-traded companies. In addition, a sixth fund (Eagle-Picher Stock Fund - Prior Plan) is maintained by the Trustee. This fund consists of the balances maintained in the Prior Plan, which automatically became a part of the Plan upon its inception. At May 31, 1994, the following investments were in excess of 5% of assets available for plan benefits:
Fair Cost Value ----------- ---------- Securities of participating employer: *Eagle-Picher Industries, Inc. Common Stock (See note 5) $ 2,941,103 143,841 Securities of unaffiliated issuers: Short-term Investment Fund: *Wachovia Bank Diversified Short-Term Investment Fund 9,519,708 9,519,708 Common Stock Funds: American National Bank Multiple S&P 500 Index Fund 4,922,352 7,086,382 American National Bank Multiple Minicap Equity Fund 2,495,983 2,601,134 * Denotes party-in-interest.
At May 31, 1993,the following investments were in excess of 5% of assets available for plan benefits:
Fair Cost Value ----------- --------- Securities of participating employer: *Eagle-Picher Industries, Inc. Common Stock (see note 5) $ 4,194,455 1,683,771 Securities of unaffiliated issuers: Short-term Investment Fund: *Wachovia Bank Diversified Short-Term Investment Fund 9,879,342 9,879,342 Common Stock Funds: American National Bank Multiple S&P 500 Index Fund 3,548,991 5,640,292
* Denotes party-in-interest 9 10 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Notes to Financial Statements, Continued (4) Federal Income Taxes -------------------- The Plan obtained its latest determination letter on February 11, 1988, 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. The Plan has been amended and restated since receiving such determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan remains qualified, and its underlying trust is tax-exempt under the applicable provisions of the Internal Revenue Code. (5) Bankruptcy Filing and Related Matters Affecting the Company ----------------------------------------------------------- On January 7, 1991, the Company and seven of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court and are currently operating their respective businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court. Neither the Plan nor any of its assets are subject to these Chapter 11 proceedings. On November 10, 1993, the Company announced that it had reached an agreement on the principal elements of a joint plan of reorganization that provided a basis for the Company and its subsidiaries to emerge from Chapter 11. Under the Bankruptcy Code, shareholders are not entitled to any distribution under a plan of reorganization unless all classes of pre-petition unsecured creditors receive satisfaction in full of their allowed claims or accept a plan which allows shareholders to participate in the reorganized company or to receive a distribution. The agreement is with the Injury Claimants' Committee and the Legal Representative for Future Claimants. The agreement provides that the Company will negotiate with the Unsecured Creditors' Committee and the Equity Security Holders' Committee, the other statutory committees appointed in the Company's Chapter 11 case, with the goal of developing a fully consensual plan of reorganization. If such a consensual plan cannot be achieved, the agreement provides that a plan will be filed under which no distribution will be made to the existing common shareholders of the Company, and their shares will be cancelled. As a consequence of this announcement, trading in the Company's Common Stock was suspended, and subsequently the Company's Common Stock has been removed from listing and registration on the New York Stock Exchange effective June 9, 1994. 10 11 Schedule 1 EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Schedule of Investments May 31, 1994
Description Fair Issuer of investment Cost Value - ----------------------------------- ---------------- ----------- ---------- Securities of participating employer * Eagle-Picher Industries, Inc. Common Stock 383,556 shares $ 2,941,103 143,841 ----------- -------- Securities of unaffiliated issuers: Short-term Investment Fund: * Wachovia Bank Diversified Short-term Investment Fund 9,519,708 units 9,519,708 9,519,708 ----------- ---------- Common Stock Funds: American National Bank Multiple S&P 500 Index Fund 50,881 units 4,922,352 7,086,382 American National Bank Multiple Minicap Equity Fund 134,943 units 2,495,983 2,601,134 ------------ ---------- 7,418,335 9,687,516 ------------ ---------- United States Treasury Notes: 5.000%, due June 30, 1994 $ 100,000 note 101,859 100,078 4.000%, due September 30, 1994 100,000 note 100,719 99,828 4.625%, due November 30, 1994 100,000 note 100,352 99,906 4.250%, due January 31, 1995 100,000 note 100,969 99,484 3.875%, due March 31, 1995 100,000 note 100,281 98,906 4.125%, due May 31, 1995 150,000 note 149,625 148,171 4.250%, due July 31, 1995 175,000 note 175,607 172,566 4.250%, due November 30, 1995 100,000 note 99,141 97,906 4.625%, due February 15, 1996 100,000 note 101,250 97,984 7.875%, due February 15, 1996 125,000 note 135,811 128,984 4.625%, due February 29, 1996 100,000 note 99,500 97,922 4.250%, due May 15, 1996 300,000 note 300,067 290,577 4.375%, due November 15, 1996 150,000 note 149,883 143,859 ---------- ---------- 1,715,064 1,676,171 ---------- ---------- Total investments $21,594,210 21,027,236 ========== ========== * Denotes party-in-interest
11 12 Schedule 2 ---------- EAGLE-PICHER SALARIED 401(k) PLAN (Formerly Eagle-Picher Savings Plan) Schedule of Reportable Transactions Year ended May 31, 1994 Identity of Purchase Sales ----------------------- party involved Transactions price Proceeds Cost (Loss) ------------------------------- ----------------- ----------- ---------- --------- --------- * Eagle-Picher Industries, Inc. Common Stock 23 sales** $ - 278,029 1,253,371 (975,342) * Wachovia Bank Diversified 190 purchases and 5,279,374 - - - Short-term Investment Fund 110 sales - 5,638,983 5,638,983 - American National Bank Multiple S&P 500 Index Fund 9 purchases 1,193,758 - - - Multiple Minicap Fund 10 purchases 1,791,636 - - - * Denotes party-in-interest. ** Includes distribution of shares to terminated participants.
12 13 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrators have duly signed this annual report on behalf of the Eagle-Picher Salaried 401(k) Plan (formerly the Eagle-Picher Savings Plan) this 11th day of November, 1994. EAGLE-PICHER SALARIED 401(k) PLAN /s/ Carroll D. Curless ---------------------------------- Carroll D. Curless, Member of the Administrative Committee /s/ David N. Evans ---------------------------------- David N. Evans, Member of the Administrative Committee /s/ David N. Hall ---------------------------------- David N. Hall, Member of the Administrative Committee /s/ Harry A. Neely ---------------------------------- Harry A. Neely, Member of the Administrative Committee /s/ James A. Ralston ---------------------------------- James A. Ralston, Member of the Administrative Committee 13 14 Exhibit Index Exhibit Number Page - -------------- ---- 23 Independent Auditors' Consent 15 14 EX-23 2 EXHIBIT 23 1 EXHIBIT 23 Independent Auditors' Consent ----------------------------- The Board of Directors Eagle-Picher Industries, Inc. We consent to incorporation by reference in Registration Statement No. 33-37518 on Form S-8 of Eagle-Picher Industries, Inc. of our report dated September 23, 1994, relating to the statements of assets available for plan benefits of Eagle-Picher Salaried 401(k) Plan as of May 31, 1994 and 1993, and the related statements of changes in assets available for plan benefits for the years then ended, and related schedules and fund information, which report appears in the May 31, 1994 Annual Report on Form 11-K of Eagle-Picher Salaried 401(k) Plan. /s/ KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Cincinnati, Ohio November 8, 1994 15 -----END PRIVACY-ENHANCED MESSAGE-----