-----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, a04luPwZuVPBG/a/woHC9MHqrHubHttkZJ8wTD0nrpoq8+j3W4Rrc8x5wIHliK6w gOR2osZg4JhXyNXm0zEaTw== 0000826619-94-000008.txt : 19940714 0000826619-94-000008.hdr.sgml : 19940714 ACCESSION NUMBER: 0000826619-94-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN A P INDUSTRIES INC CENTRAL INDEX KEY: 0000826619 STANDARD INDUSTRIAL CLASSIFICATION: 3250 IRS NUMBER: 430899374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16452 FILM NUMBER: 94538265 BUSINESS ADDRESS: STREET 1: GREEN BLVD CITY: MEXICO STATE: MO ZIP: 65265 BUSINESS PHONE: 3144733626 FORMER COMPANY: FORMER CONFORMED NAME: A P GREEN INDUSTRIES INC DATE OF NAME CHANGE: 19900619 11-K 1 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 0-16452 A. Full title of the plan and the address of the plan if different from that of the issuer named below: A. P. GREEN HOURLY INVESTMENT PLAN (address same as below) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: A. P. Green Industries, Inc. Green Boulevard Mexico, Missouri 65265 A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Financial Statements and Schedules December 31, 1993 and 1992 (With Independent Auditors' Report Thereon) A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Table of Contents and Definitions Table of Contents: Independent Auditors' Report Statement of Assets Available for Plan Benefits, With Fund Information, December 31, 1993 Statement of Assets Available for Plan Benefits, With Fund Information, December 31, 1992 Statement of Changes in Assets Available for Plan Benefits, With Fund Information, Year ended December 31, 1993 Statement of Changes in Assets Available for Plan Benefits, With Fund Information, Year ended December 31, 1992 Notes to Financial Statements, December 31, 1993 and 1992 Schedule Investments at End of Plan Year, December 31, 1993 1 Party-in-Interest Transactions * Obligations in Default * Leases in Default * Reportable Transactions, Year ended December 31, 1993 2 Assets Acquired and Disposed of During the Plan Year ** * There were no party-in-interest transactions, except for those disclosed in Schedules 1 and 2, during the plan year ended December 31, 1993 or obligations or leases in default at December 31, 1993. ** There were no assets acquired and disposed of during the plan year ended December 31, 1993 which require separate disclosure on this schedule. Definitions: Plan - A. P. Green Industries, Inc. Hourly Investment Plan Plan Administrator - Benefits Administration Committee Trustee - Mercantile Bank of St. Louis N.A. Company - A. P. Green Industries, Inc. ERISA - Employee Retirement Income Security Act of 1974 Independent Auditors' Report Benefits Administration Committee A. P. Green Industries, Inc.: We have audited the statements of assets available for plan benefits of the A. P. Green Industries, Inc. Hourly Investment Plan (the Plan) as of December 31, 1993 and 1992, 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 Administrator. 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 the Plan Administrator, 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 assets of the Plan as of December 31, 1993 and 1992, and the changes in assets 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 at end of plan year 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 statement of assets available for plan benefits and the statement 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. KPMG Peat Marwick St. Louis, Missouri May 13, 1994 A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Statement of Assets Available for Plan Benefits, With Fund Information December 31, 1993 Common Guaranteed Equity Balanced stock income index fund Total Investments: Marketable, at fair value: Common stocks $ 993,308 - - - 993,308 Mutual funds - 346,895 475,925 444,618 1,267,438 Money market funds, at cost which approximates fair value 20 5,112 5 4,823 9,960 Total investments 993,328 352,007 475,930 449,441 2,270,706 Cash 5,366 - 5,217 - 10,583 Accrued interest and dividends receivable 13 9 5,120 8 5,150 Contributions receivable 12,424 6,447 8,657 7,718 35,246 Assets available for plan benefits $ 1,011,131 358,463 494,924 457,167 2,321,685 See accompanying notes to financial statements. A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Statement of Assets Available for Plan Benefits, With Fund Information December 31, 1992 Common Guaranteed Equity Balanced stock income index fund Total Investments: Marketable, at fair value: Common stocks $ 409,278 - - - 409,278 Mutual funds - 239,887 286,441 255,749 782,077 Money market funds, at cost which approximates fair value 7,113 12,307 5,663 10,206 35,289 Total investments 416,391 252,194 292,104 265,955 1,226,644 Accrued interest and dividends receivable 17 19 3,930 624 4,590 Contributions receivable 17,082 7,525 9,591 7,736 41,934 Assets available for plan benefits $ 433,490 259,738 305,625 274,315 1,273,168 See accompanying notes to financial statements. A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Statement of Changes in Assets Available for Plan Benefits, With Fund Information Year ended December 31, 1993 Common Guaranteed Equity Balanced stock income index fund Total Additions: Employer contributions $128,533 - - - 128,533 Employee contributions 121,143 130,948 174,048 141,504 567,643 Interest and dividends 3,432 143 10,483 12,279 26,337 Realized gain (loss) on investments 6,624 2,861 4,351 21,509 35,345 Net appreciation (depre- ciation) of marketable investments 351,597 15,727 22,038 (8,970) 380,392 Transfers from various plan funds 8,115 4,914 12,200 29,345 54,574 Other miscellaneous receipts 323 20 - 1,749 2,092 Total additions 619,767 154,613 223,120 197,416 1,194,916 Deductions: Benefits paid to parti- cipants (35,698) (26,410) (20,538) (9,111) (91,757) Fees and expenses (19) (14) (14) (21) (68) Transfers to various plan funds (6,409) (29,464) (13,269) (5,432) (54,574) Total deductions (42,126) (55,888) (33,821) (14,564) (146,399) Net increase in assets avail- able for plan benefits 577,641 98,725 189,299 182,852 1,048,517 Assets available for plan benefits: Balance, beginning of year 433,490 259,738 305,625 274,315 1,273,168 Balance, end of year $ 1,011,131 358,463 494,924 457,167 2,321,685 See accompanying notes to financial statements. A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Statement of Changes in Assets Available for Plan Benefits, With Fund Information Year ended December 31, 1992 Common Guaranteed Equity Balanced stock income index fund Total Additions: Employer contributions $ 114,026 - - - 114,026 Employee contributions 122,941 121,498 137,701 119,205 501,345 Interest and dividends 148 165 7,129 13,734 21,176 Realized gain (loss) on investments (2,012) 145 1,039 1,856 1,028 Net appreciation of marketable investments 23,411 12,475 11,170 2,129 49,185 Transfers from various plan funds - - 4,540 2,975 7,515 Other miscellaneous receipts 7 11 - 867 885 Total additions 258,521 134,294 161,579 140,766 695,160 Deductions: Benefits paid to par- ticipants (14,429) (10,749) (8,944) (4,994) (39,116) Fees and expenses (13) (48) (5) (38) (104) Transfers to various plan funds (1,350) (5,032) (1,133) - (7,515) Investments distributed in-kind (3,250) - - - (3,250) Total deductions (19,042) (15,829) (10,082) (5,032) (49,985) Net increase in assets avail- able for plan benefits 239,479 118,465 151,497 135,734 645,175 Assets available for plan benefits: Balance, beginning of year 194,011 141,273 154,128 138,581 627,993 Balance, end of year $ 433,490 259,738 305,625 274,315 1,273,168 See accompanying notes to financial statements. A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Notes to Financial Statements December 31, 1993 and 1992 (1) Summary of Significant Accounting Policies (a) Description of the Plan The following brief description of the Plan is provided for general information purposes only. Participants should refer to the plan agreement for more complete information. The A. P. Green Industries, Inc. Hourly Investment Plan (the Plan) was created January 1, 1991. When established, each employee subject to a collective bargaining agreement between the Company and Local 790, Aluminum Brick and Glass Workers, was eligible to participate. In addition, the hourly employees of the Company's Bessemer and Little Rock divisions are also eligible to participate in the Plan. Effective July 1, 1993, the hourly employees of the Company's Oak Hill and Sulphur Springs plants became eligible to participate in the Plan. The Plan was established to enable eligible employees to accumulate their own funds, share in the contributions of their employers, and acquire an interest in the stock of A. P. Green Industries, Inc. The Plan's funds are administered under the terms of a trust agreement with Mercantile Bank of St. Louis N.A. (Trustee). The trust agreement provides, among other things, that the Trustee shall keep account of all investments, receipts and disbursements, and other transactions and shall provide annually a report setting forth such transactions and the status of the funds at the end of the year. In 1991, employee contributions were invested by the Trustee in one of four funds as directed by the participant: (a) common stock of A. P. Green Industries, Inc. (Common stock fund); (b) a fixed income fund which provides investments in deposits of life insurance companies; group annuity contracts of life insurance companies; or common, commingled, or collective trust funds maintained by the Trustee (Guaranteed income fund); (c) an equity index fund which provides investment results that are designed to correspond to the performance of publicly traded common stocks, as represented by the Standard & Poor's Composite 500 Index (Equity index fund); or (d) debt and equity securities' portfolios (mutual funds) managed by the Trustee (Balanced fund). Participants may elect to have their contributions invested 100% in any one fund or 50%-50% between any two funds. Participants can also change their investment election and previous accumulated account balances each quarter. To change their investment option, transfer their prior accumulated account balances to another investment option, increase or decrease the percent of contributions, or make requests for withdrawals, participants are required to provide a 15-day advance notice as of the first pay period of any calendar quarter. Company contributions are invested only in Company stock. If the Trustee is unable to invest any contributions immediately, the money is temporarily invested in a common, commingled, or (Continued) 2 A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Notes to Financial Statements collective investment fund and any earnings of the fund are credited to the participants' accounts. At December 31, 1993, there were 420 employees participating in one or more of the following plan funds as follows: Number of Fund participants Common stock 146 Guaranteed income 161 Equity index 183 Balanced 151 (b) Basis of Presentation The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting and present the assets available for plan benefits and changes in those assets. (c) Investments Marketable investments are stated at fair value. The fair value of marketable investments is based on quotations obtained from national security exchanges. Money market fund investments, not readily marketable or negotiable, are stated at cost, which approximates fair value. Securities transactions are recognized on the settlement date. No material trades were pending at December 31, 1993 or 1992; therefore, the value of investments on a settlement date basis approximates the value of investments on a trade date basis. Dividend income is recorded on the ex dividend date. At December 31, 1993 and 1992, there were 55,961 and 26,405 shares of common stock of A. P. Green Industries, Inc. held by the Plan, respectively. (d) Costs of Plan Administration Fees and expenses incurred by the Trustee and the Plan Administrator in the administration of the Plan are paid by the Company. Expenses solely attributable to the investment of plan funds shall be paid by plan assets. (e) Reclassifications Certain 1992 amounts have been reclassified to conform to the 1993 presentation. (2) Summary of Significant Plan Provisions The Plan is a defined contribution plan sponsored by A. P. Green Industries, Inc. and certain wholly owned subsidiaries and is subject to the provisions of ERISA. The Plan is structured to incorporate the provisions available under Section 401(k) of the Internal Revenue Code, which allows member and sponsor contributions to be excluded from Federal and state income taxation within certain prescribed limits. (Continued) 3 A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Notes to Financial Statements (a) Contributions Company contributions are equal to 25% of each participant's quarterly contributions, not to exceed 6% of the participant's eligible earnings. All Company contributions are made conditioned upon their deductibility for Federal income taxes. (b) Participant Accounts Three accounts are maintained for each participant: (1) a participant account for elective, voluntary contributions, (2) a participant cash account for employees' allocated shares of cash, and (3) an employer account for the allocated shares of employer contributions, both cash and stock. Company contributions, plan earnings, and forfeitures are allocated to the participants' accounts on a pro rata basis. Participants are at all times vested in the portion of their accounts attributable to their elective and voluntary contributions. For the portion of their accounts attributable to Company contributions, participants are fully vested after five years of continuous service. (c) Payment of Benefits Under the terms of the Plan, participants retiring or becoming totally disabled become fully vested and are eligible to receive the entire balances in all of the accounts maintained for such participant by the Trustee. Participants terminating employment prior to retirement receive their contributions and the earnings on such contributions, and the portion of the employer contribution account and earnings of such account which is vested. In the event of death, the balances in a participant's accounts are fully vested and payable to the designated beneficiary. Distributions under the Plan are payable in a lump sum of either cash or stock. (3) Plan Termination Although it has not expressed any intent to do so, the Company reserves the right to terminate the Plan or discontinue its contributions at any time subject to the Plan's provisions and the provisions of ERISA. In the event of termination of the Plan, the account balances of all affected participants shall become nonforfeitable. All unallocated Company shares shall be distributed to the participants according to their pro rata share of plan assets. (4) Summary of Assets Available for Plan Benefits Assets available for plan benefits are comprised of the following: 1993 1992 Assets available for benefit claims currently payable $ 16,714 9,475 Assets available for future benefit claims 2,304,971 1,263,693 Assets available for plan benefits $ 2,321,685 1,273,168 (Continued) 4 A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Notes to Financial Statements For regulatory reporting under Form 5500, benefit claims currently payable are categorized as a liability with a corresponding reduction of assets available for plan benefits. (5) Federal Income Taxes The Plan's instruments have not been submitted to the Internal Revenue Service for a determination that the Plan meets the requirements to qualify it to be exempt from Federal income taxes. However, in the opinion of the Plan Administrator and the Plan's counsel, the Plan and trust instruments satisfy the qualification requirements for tax exemption under applicable provisions of the Internal Revenue Code. (6) Investments The following table presents the fair values of investments. Investments that represent 5% or more of the Plan's assets are separately identified: 1993 1992 A. P. Green Industries, Inc. common stock, 55,961 and 39,607 (as restated) shares, respectively $993,308 409,278 Mercantile Collective GIC Fund 346,895 239,887 Vanguard Index Trust 500 Beneficial Interest - Open end Fund 475,925 286,441 Mercantile Arch Fund Balanced Portfolio 444,618 255,749 Short-term investments - money market funds 9,960 35,289 $2,270,706 1,226,644 During 1993 and 1992, the Plan's investments appreciated (depreciated) in value by $380,392 and $49,185, respectively, as follows: 1993 1992 Common stock $ 351,597 23,411 Mutual funds: Mercantile Collective GIC Fund 15,727 12,475 Vanguard Index Trust 500 22,038 11,170 Mercantile Arch Fund Balanced Portfolio (8,970) 2,129 Total mutual funds 28,795 25,774 $ 380,392 49,185 Schedule 1 A. P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN Investments at End of Plan Year December 31, 1993 Par value or number Fair of shares Description of investment Cost value 55,961 Common stocks - A. P. Green Industries, Inc.* $ 698,029 993,308 Mutual funds: 28,596 Mercantile Collective GIC Fund 314,516 346,895 Vanguard Index Trust 500 Beneficial 10,858 Interest - Open End Fund 431,465 475,925 44,153 Mercantile Arch Fund Balanced Portfolio 442,151 444,618 83,607 Total mutual funds 1,188,132 1,267,438 9,960 Short-term investments - money market funds 9,960 9,960 $1,896,121 2,270,706 * Represents an allowable party-in-interest transaction. See accompanying independent auditors' report. A. P. GREEN INDUSTRIES, INC. Schedule 2 HOURLY INVESTMENT PLAN Reportable transactions Year ended December 31, 1993
Number Number Expense Current Net of of incurred Cost value on gain Identity of Description of trans- Purchase trans- Selling Lease with of transaction or party involved transaction actions price actions price rental transaction assets date (loss) Common stock fund: Kidder, Peabody Purchases and sales of A. P. Green Industries, Inc. common stock* 45 $ 214,872 6 $ 41,200 - - $ 34,576 - 6,624 Trustee Purchases and sales of Arch Fund, Inc. Class A shares 72 250,544 54 257,637 - - 257,637 - - Fixed income fund: Trustee Purchases and sales of Arch Fund, Inc. Class A shares 94 165,733 33 172,843 - - 172,843 - - Trustee Purchases and sales of Mercantile Collective GIC Fund 20 120,999 4 32,580 - - 29,719 - 2,861 Equity fund: Trustee Purchases and sales of Arch Money Market Fund 66 230,742 57 236,399 - - 236,399 - - Trustee Purchases and sales of Vanguard Index Trust 500 Beneficial Interest Portfolio 53 199,772 9 40,433 - - 36,082 - 4,351 Balanced fund: Trustee Purchases and sales of Arch Fund, Inc. Class A shares 81 478,701 36 474,519 - - 474,519 - - Trustee Purchases and sales of Arch Government and Corporate Bond Portfolio 7 17,290 3 125,231 - - 120,123 - 5,108 Trustee Purchases and sales of Mercantile Arch Fund Balanced Portfolio Trust Shares 27 442,489 2 12,141 - - 6,286 - 5,855 Trustee Purchases and sales of Arch Growth and Income Equity Portfolio 2 12,940 1 170,257 - - 159,712 - 10,545 $2,134,082 $1,563,240 - - $1,527,896 - 35,344 * Represents allowable party-in-interest transactions See accompanying independent auditors' report. Certain individually reportable transactions have been aggregated.
SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. A. P. GREEN HOURLY INVESTMENT PLAN /s/Gary L. Roberts July 8, 1994 By:________________________________ Gary L. Roberts, Benefits Administration Committee; Vice President, Chief Financial Officer and Treasurer or A. P. Green Industries, Inc. EXHIBIT INDEX Exhibit No. Exhibit 24 Consent of Independent Accountants Exhibit 24 to Form 11-K INDEPENDENT AUDITORS' CONSENT The Benefits Administration Committee A. P. Green Industries, Inc. We consent to incorporation by reference in the registration statement (No. 33-21012) on Form S-8 of A. P. Green Industries, Inc. of our report dated May 13, 1994, relating to the statements of assets available for plan benefits, including fund information of A. P. Green Industries, Inc. Hourly Investment Plan as of December 31, 1993 and 1992, and the related statements of changes in assets available for plan benefits, including fund information for each of the years in the two year period ended December 31, 1993, which report appears in the 1993 Annual Report on Form 11-K of A. P. Green Industries, Inc. Hourly Investment Plan. KPMG Peat Marwick St. Louis, Missouri June 30, 1994 -----END PRIVACY-ENHANCED MESSAGE-----