-----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, GVqa8asL8YlGheG2C+W4nj166AohhkH3YCckNbmFjCSojyeN+yn/f1ZRPTgt3WV3 FC7GQTYdr35rKwGPdqA6JQ== 0000352947-02-000008.txt : 20020625 0000352947-02-000008.hdr.sgml : 20020625 20020625135212 ACCESSION NUMBER: 0000352947-02-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENGELHARD CORP CENTRAL INDEX KEY: 0000352947 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 221586002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08142 FILM NUMBER: 02686345 BUSINESS ADDRESS: STREET 1: 101 WOOD AVENUE CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 7322055000 MAIL ADDRESS: STREET 1: 101 WOOD AVENUE CITY: ISELIN STATE: NJ ZIP: 08830 11-K 1 atta01-11k.txt ATTAPULGUS HOURLY PLAN FOR 2001 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 For the fiscal year ended December 31, 2001 or TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE - --- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _____ to _____ ------------------ ENGELHARD CORPORATION SAVINGS PLAN FOR HOURLY PAID EMPLOYEES AT ATTAPULGUS, GEORGIA ------------------------------------------------------------ (Full title of the plan) ENGELHARD CORPORATION --------------------- (Exact name of issuer as specified in its charter) 101 WOOD AVENUE, ISELIN, NEW JERSEY 08830 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) DELAWARE 22-1586002 - ------------------------------- --------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 1 Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia Table of Contents Page Description ---- ----------- Reports of Independent Public Accountants 3-4 Statements of Net Assets Available for Benefits 5 at December 31, 2001 and 2000 Statement of Changes in Net Assets Available for Benefits 6 for the year ended December 31, 2001 Notes to Financial Statements 7-10 Supplemental Schedules Schedule of Assets (Held at end of year) 11 Schedule of Reportable Transactions for the Year Ended December 31, 2001 12 Consent of Independent Accountants 13-14 Signature 15 2 Report of Independent Public Accountants ---------------------------------------- To the Pension and Employee Benefit Committee of Engelhard Corporation: We have audited the accompanying statement of net assets available for benefits of the of Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia (the "Plan") as of December 31, 2001 and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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 audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. 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 audit provides 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 plan benefits as of December 31, 2001, and the changes in net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2001 and reportable transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the 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 audit 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. ERNST & YOUNG LLP MetroPark, New Jersey June 4, 2002 3 The following audit opinion is a copy of the opinion issued by Arthur Andersen LLP on June 26, 2001. This opinion has not been reissued by Arthur Andersen LLP. Note that only the Statement of Net Assets Available for Benefits as of December 31, 2000 covered by the report below is included in this set of financial statements. Report of Independent Public Accountants ---------------------------------------- To the Pension and Employee Benefit Committee of Engelhard Corporation: We have audited the accompanying statements of net assets available for benefits of the Salary Deferral Savings Plan of Engelhard Corporation (the "Plan") as of December 31, 2000 and 1999 and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements and the supplemental schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 plan benefits as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements as of and for the year ended December 31, 2000, and in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP New York, New York June 26, 2001 4 Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia Statements of Net Assets Available for Benefits At December 31, 2001 and 2000 2001 2000 ---- ---- Assets - ------ Investments at fair value $ 2,584,231 $ 1,854,295 Receivables: Participant Contributions 23,343 20,967 Employer Contributions 8,373 7,571 ------------ ------------ Total Receivables $ 31,716 $ 28,538 ----------- ----------- Net Assets Available for Benefits $ 2,615,947 $ 1,882,833 ============ ============ See Accompanying Notes to Financial Statements 5 Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia Statement of Changes in Net Assets Available for Benefits For The Year Ended December 31, 2001 2001 ---- Additions: Net Investment Income: Dividends $ 28,884 Interest 29,076 ------------ Total Investment Income 57,960 Contributions: Participant 299,706 Employer 107,019 ------------ Total Contributions 406,725 Net Realized/Unrealized Appreciation in Fair Value of Investment 367,840 ------------ Total Additions 832,525 Deductions: Distributions 98,251 Other Deductions 1,160 ------------ Total Deductions 99,411 Net Increase 733,114 Net Assets Available for Benefits at 1,882,833 Beginning of Year ------------ Net Assets Available for Benefits at $ 2,615,947 End of Year ============ See Accompanying Notes to Financial Statements 6 Notes to Financial Statements Note 1 - Description of the Plan The Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia (the "Plan"), effective as of May 1, 1998, is designed to provide eligible employees of Engelhard Corporation (the "Company") an opportunity to save part of their earnings by having the Company reduce their compensation and contribute the amount of the reduction to the Plan on a tax deferred basis. The following plan description provides only general information. Participants of the Plan should refer to the Plan Document for a more complete description of plan provisions. Eligibility - ----------- Subject to certain limitations and restrictions, all employees of Engelhard Corporation represented by Local 170 of the United Steel Workers of America are eligible to participate in the Plan. Contributions - ------------- The Plan permits eligible employees participating in the Plan the opportunity to defer on a pre-tax basis up to 15 percent of their compensation, as defined, subject to certain restrictions and limitations, and have the amount contributed to the plan. Employees may also contribute 10 percent of their compensation to the plan on a post tax basis. Matching Contributions - ---------------------- The Company will contribute, on a monthly basis and subject to certain limitations and exclusions, either cash or common stock of the Company in an amount equal to 50 percent of the first 6 percent contributed by the Participants. Participants must have completed one year of service to be eligible for a matching contribution. Investments - ----------- All contributions to the Plan are held and invested by Vanguard Fiduciary Trust Company (the Trustee). The Trustee maintains the following fifteen separate investment funds within the Plan: a) The Company Stock Fund b) The Fixed Income Fund (Vanguard Retirement Savings Trust). c) The Windsor II Growth Fund (Vanguard Windsor II Fund). d) The Windsor Growth Fund (Vanguard Windsor Fund). e) The Balanced Fund (Vanguard Asset Allocation Fund). f) The Equity Index Fund (Vanguard Growth and Income Fund). g) The Small Cap Fund (Vanguard Small-Cap Index Fund). h) The Life Strategy Growth Fund (Vanguard Life Strategy Growth Fund). 7 i) The Life Strategy Conservative Growth Fund (Vanguard Life Strategy Conservative Growth Fund). j) The Vanguard U.S. Growth Fund. k) The Life Strategy Moderate Growth Fund (Vanguard Life Strategy Moderate Growth Fund). l) The Prime Cap Funds (Vanguard PRIMECAP Fund). m) The International Growth Fund (Vanguard International Growth Fund). n) The Life Strategy Income Fund (Vanguard Life Strategy Income Fund). o) The Short-Term Bond Fund (Vanguard Short-Term Corporate Fund). Participants have the right to elect, subject to restrictions, the investment fund or funds in which their contributions are invested. All matching contributions are initially invested in the Company Stock Fund. Participants are initially restricted from moving matching contributions out of the Company Stock Fund until the funds become unrestricted. Current year matching contributions become unrestricted at the rate of 25 percent per year. Included in the Statement of Net Assets Available for Benefits are non-participant directed funds that are included in the Company Stock Fund. These amounts represent the restricted portion of the employee matching contribution. The following describes the change in the balance during the years ended December 31, 2001. Balance @ 12/31/00 $116,701 Dividends 2,599 Net realized gain/unrealized Appreciation 50,839 Contributions 106,217 Transfer to unrestricted (31,141) Distributions (10,008) Other 5,650 -------- Balance @ 12/31/01 $240,857 ======== Participant Accounts - -------------------- Each participant's account is credited with the participant's contributions and allocations of (a) the Company Contributions and (b) plan earnings including realized gains/losses, unrealized appreciation/depreciation, and an allocation of fund expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting - ------- Participants at all times have a fully vested and non-forfeitable interest in their contributions and in the matching contributions allocated to their account. 8 Termination - ----------- Although it expects and intends to continue the Plan indefinitely, the Company has reserved the right of the Board to terminate or amend the Plan. Loan Provision - -------------- Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to 50% of their fund balance or $50,000, whichever is less. The loans are secured by the balance in the Participant's accounts and bear interest at a reasonable rate as determined by the Company in accordance with applicable laws and regulations. Principal and interest is paid ratably through monthly payroll deductions. Loans are generally five years in duration unless the loan is for the purchase of a primary residence in which case the term can be up to ten years. Distributions and Withdrawals - ----------------------------- Upon termination of employment, as provided in the Plan Document, employees generally have the option of taking a distribution, rolling the balance over into another qualified plan, or leaving the money in the plan until retirement. After-tax contributions may be withdrawn at any time, however the earnings on the contribution will be subject to current income taxes as well as a penalty for early withdrawal unless the participant has reached the age of 59 1/2. All distributions are made in the form of cash except the balance in the Engelhard Company Stock Fund may be made in the form of shares at the Participant's discretion. The Plan under certain circumstances permits hardship withdrawals. The hardship withdrawals are only made in accordance with IRS guidelines and must be approved in advance by the Employee Benefit Plans Administrative Committee. Note 2 - Accounting Policies The accounts of the Plan are maintained on an accrual basis. Purchases and sales of investments are reflected on a trade date basis. Assets of the Plan are valued at fair value. Gains and losses on distributions to Participants and sales of investments are based on average cost. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. The Plan provides for various investment options in any combination of stocks or mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in market value in the near term would materially affect Participants' account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement Changes in Net Assets Available for Benefits. 9 Note 3 - Income Tax Status The Plan intends to file for a determination letter from the Internal Revenue Service during 2002, stating that the Plan is qualified under Section 401 (a) of the Internal Revenue Code (the "Code"). However, the plan administrator believes that the Plan is qualified and, therefore, the related trust is exempt from taxation. Note 4 - Administrative Expenses Expenses are incurred at either the fund level or the Plan level. All expenses incurred by the fund (commissions, management fees, etc.) are paid out of investor assets and are therefore netted in unrealized appreciation/depreciation of investments in the statement of changes in net assets available for benefits. Loan administration expenses are included in other expenses in the statement of changes in net assets available for benefits. Commissions on the purchase of Engelhard Corporation stock incurred when such purchases are made in the stock market are netted in unrealized appreciation/depreciation of investments in the statement of changes in net assets available for benefits. The Company pays all other plan administrative expenses. Note 5 - Concentrations of Credit Risk Investments in securities are generally exposed to various risks, such as interest rate, credit, and overall market volatility risks. Financial instruments which potentially subject the plan to concentration of credit risk consist principally of investments in the Engelhard Corporation Stock Fund. The plan limits the concentration of credit risk by allowing participants, subject to the lapsing of restrictions, the opportunity to invest in an array of mutual funds offered by the Vanguard Group. Note 6 - Investments Investments in the common stock of the Company are valued at the readily-available, quoted market price as of the valuation date and investments in the Vanguard Funds are valued based on the quoted net asset value (redemption value) of the respective investment fund as of the valuation date. Investments that represent more than 5% or more of fair value of the Plan's net assets are as follows: Investments 2001 2000 - ----------- ------------ ------------ Engelhard Corporation Company Stock Fund $ 1,664,726 $ 1,117,390 Fixed Income Fund (Retirement Savings Trust) 207,509 130,613 Equity Index Fund (Growth and Income Portfolio) 176,478 181,511 Note 7 - Related Party Transactions For the 2001 plan year, the Company transferred 4,222 treasury stock shares (representing a contribution dollar amount of $107,019) to Vanguard to fund the employer match. The number of shares transferred each month represented the employer matching contribution divided by the closing market price on the day the contribution was remitted. 10 Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia Schedule of Assets (Held at end of year) as of December 31, 2001 (C)Description of (B)Identity of Investment Including Issue, Borrower, Maturity Date, Rate of Lessor, or Interest, Collateral, Par (E)Current (A) Similar Party or Maturity Value (D)Cost Value - --- -------------- --------------------------- ------------ ------------ * Vanguard Fiduciary Engelhard Corporation Trust Company Company Stock Fund $1,238,476 $1,664,726 ** * Vanguard Fiduciary Fixed Income Fund 207,509 207,509 ** Trust Company (Retirement Savings Trust) * Vanguard Fiduciary Windsor II Fund 28,491 26,853 Trust Company * Vanguard Fiduciary Growth Fund 23,462 23,463 Trust Company (Windsor Fund) * Vanguard Fiduciary Balanced Fund 122,684 114,138 Trust Company (Asset Allocation Fund) * Vanguard Fiduciary Equity Index Fund 199,388 176,478 ** Trust Company (Growth and Income Portfolio) * Vanguard Fiduciary Prime Cap Fund 51,408 45,656 Trust Company * Vanguard Fiduciary Life Strategy Growth Portfolio 20,530 18,238 Trust Company * Vanguard Fiduciary Life Strategy Conservative 2,474 2,439 Trust Company Growth Portfolio * Vanguard Fiduciary Life Strategy Income Fund 185 184 Trust Company * Vanguard Fiduciary U.S. Growth Portfolio 41,541 28,383 Trust Company * Vanguard Fiduciary Life Strategy Moderate 15,943 14,981 Trust Company Growth Fund * Vanguard Fiduciary International Growth 6,690 5,424 Trust Company Fund * Vanguard Fiduciary Short Term Bond Fund 2,515 2,525 Trust Company * Vanguard Fiduciary Small Cap Index Fund 6,481 6,111 Trust Company *Promissory notes from participants having - 247,123 interest rates from 5.75% to 10.50% ---------- ---------- Total $1,967,777 $2,584,231 ========== ========== **Market value is greater than 5% of Net Assets. *Represents party-in-interest. 11 Savings Plan for the Hourly Paid Employees at Attapulgus, Georgia Schedule of Reportable Transactions* Year Ended December 31, 2001 Identity of Party Description of Assets (include Purchase Selling Historical Cost Current Value Involved interest rate and maturity in Price Price of Asset of Asset Historical the case of a loan) on Transactions Gain(Loss) - ----------------- ------------------------------ -------- ------- --------------- ----------------- ---------- Vanguard Vanguard Retir. Savings Trust 110,927 110,927 Vanguard Vanguard Retir. Savings Trust 34,030 34,030 34,030 Engelhard Engelhard Corp. Stock Fund 318,075 318,075 Engelhard Engelhard Corp. Stock Fund 182,919 144,455 182,919 38,464.33 *Transactions or a series of transactions in excess of 5% of the current value of the Plan's assets as of the beginning of the plan year as defined in section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and and Disclosure under ERISA.
12 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- We consent to the incorporation by reference in the Registration Statement (Form S-8 Nos.: 2-72830, 2-81559, 2-84477, 2-89747, 33-28540, 33-37724, 33-40365, 33-40338, 33-43934, 33-65990, 333-02643, 333-71439, 333-39570, 333-71856, 333-88424) pertaining to the Savings Plan for the Hourly Paid Employees at Attapulgus, Georgia of our report dated June 4, 2002, with respect to the financial statements and schedules of the Savings Plan for the Hourly Paid Employees at Attapulgus, Georgia included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ ERNST & YOUNG L.L.P. MetroPark, New Jersey June 24, 2002 13 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS --------------------------------------------- The Company is unable to obtain the consent of Arthur Andersen LLP and has therefore dispensed with the requirement to file such written consent in reliance on Rule 437a of the Securities Act of 1933. Because Arthur Andersen LLP has not consented to the incorporation of their report included in this Form 11-K into any of the Company's previously filed Registration Statements, securityholders may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen or any omissions to state a material fact required to be stated therein. 14 Signature --------- Form 11-K Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus, Georgia Pursuant to the requirements of the Securities and Exchange Act of 1934, the Pension and Employee Benefit Plans Committee of Engelhard Corporation has duly caused this Form 11-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Iselin, New Jersey on this 25th day of June, 2002. /s/ John C. Hess ------------- By: John C. Hess Secretary to the Committee and Vice President of Human Resources 15 -----END PRIVACY-ENHANCED MESSAGE-----