11-K 1 0001.txt 1 UNITED STATES 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 [FEE REQUIRED] For the fiscal year end March 31, 2000. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file no. 0-20289 A: Full title of the plan and the address of the plan, if different from that of the issuer named below: KEMET Employees' Savings Plan B: Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: KEMET Corporation Post Office Box 5928 Greenville, South Carolina 29606 2 REQUIRED INFORMATION Financial Statements and Schedules. The financial statements and schedules included herewith relating to the KEMET Employees' Savings Plan (the "Plan") were prepared in accordance with the financial reporting requirements of ERISA and are provided pursuant to Instruction 4 of Form 11-K. Consent of the Independent Auditors. 3 SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1934, the Administrative Committee of the KEMET Employees' Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. KEMET EMPLOYEES' SAVING PLAN September 26, 2000 By /S/ D.Ray Cash ------------------------------------- D. Ray Cash Senior Vice President of Administration and Treasurer For the Administrative Committee 4 KEMET EMPLOYEES' SAVINGS PLAN Financial Statements and Schedules March 30, 2000 and March 31, 1999 (With Independent Auditors' Report Thereon) 5 KEMET EMPLOYEES' SAVINGS PLAN Table of Contents Independent Auditors' Report Financial Statements: Statements of Net Assets Available for Benefits - March 30, 2000 and March 31, 1999 Statements of Changes in Net Assets Available for Benefits - Years ended March 30, 2000 and March 31, 1999 Notes to Financial Statements - March 30, 2000 and March 31, 1999 Schedules Item 27a - Schedule of Assets Held for Investment Purposes at March 30, 2000 1 Item 27d - Schedule of Reportable Transactions for the Year ended March 30, 2000 2 Independent Auditors' Consent Exhibit 23 Schedules not filed herewith are omitted because of the absence of conditions under which they are required. 6 Independent Auditors' Report The Board of Directors KEMET Electronics Corporation: We have audited the accompanying statements of net assets available for benefits of KEMET Employees' Savings Plan as of March 30, 2000 and March 31, 1999, and the related statements of changes in net assets available for 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. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of March 30, 2000 and March 31, 1999, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedules 1 and 2 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 supplemental schedules 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 LLP August 18, 2000 KPMG LLP 7 KEMET EMPLOYEES' SAVINGS PLAN Statements of Net Assets Available for Benefits March 30, 2000 and March 31, 1999 2000 1999 ---- ---- Assets: Investments (notes 2 and 7) $ 61,667,829 Participant loans 1,815,034 Employer contribution receivable 1,785,911 Cash 81,405 ------------ ------------ Net assets available for benefits $ 65,350,179
See accompanying notes to financial statements. 8 KEMET EMPLOYEES' SAVING PLAN Statements of Changes in Net Assets Available for Benefits Years ended March 31, 1999 and 1998 1999 1998 ---- ---- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ (5,699,646) $ 7,121,797 Investments and dividends 3,073,560 3,117,936 ------------ ------------ (2,626,086) 10,239,733 ------------ ------------ Contributions: Participants' 4,638,844 5,178,624 Employer's 1,824,340 1,838,215 ------------ ------------ 6,463,184 7,016,839 ------------ ------------ Total additions 3,837,098 17,256,572 ------------ ------------ Deductions from net assets attributed to: Benefits paid to participants 5,128,068 4,073,245 Administrative expenses 10,500 12,050 ------------ ------------ Total deductions 5,138,568 4,085,295 ------------ ------------ Net increase (1,301,470) 13,171,277 Net assets available for benefits: Beginning of year 66,651,649 53,480,372 ------------ ------------ End of year $ 65,350,179 $ 66,651,649 ============ ============
See accompanying notes to financial statements. 9 KEMET EMPLOYEES' SAVING PLAN Notes to Financial Statements March 30, 2000 and March 31, 1999 (1) Description of Plan The following description of the KEMET Employees' Savings Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) General The Plan is a defined contribution plan sponsored by KEMET Electronics Corporation (Company) covering all full-time employees of the Company, its parent and its subsidiaries who have completed one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). During fiscal 2000, the Plan changed its year end from March 31, to March 30. (b) Contributions Participants may choose one or both of the two savings types available, which are the 401(k), which provides for deferral of taxation, and the Personal Investment Account (PIA). Participants are allowed to contribute between 2 1/2% and 7 1/2% of their annual compensation as their basic contribution to the Plan. This may be on a pretax basis to the 401(k) or an after tax basis to the PIA. The Company matches 50% of 401(k) and 30% of PIA contributions, subject to the basic savings rate limit of 7 1/2%. Employer contributions are reduced by forfeitures. Additional amounts may be contributed at the option of the Company's Board of Directors. There were no additional contributions in 2000 or 1999. In addition to their basic contribution, participants may contribute between 0.5% and 10% to either the 401(k) on a pretax basis (up to the IRS maximum) or to the PIA. (c) Participant Accounts Each participant's account is credited with (a) the participant's contribution, (b) the Company's matching contribution, (c) allocations of the Company's additional contribution, and (d) Plan earnings, and through April, 1996, charged with an allocation of administrative 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. (d) Vesting Participants are immediately vested in their voluntary contributions and the Company matching contributions plus actual earnings thereon. However, penalties are incurred which can result in forfeiture of a portion of the current year employer match if withdrawals are made on funds that have been in the plan for less than twenty-four months, or if other withdrawals have been made in the last twenty-four months. 10 (1) Description of Plan, Continued (e) Investment Options Investment options with T. Rowe Price for participants are as follows: KEMET Stock Fund - common stock of KEMET Corporation International Stock Fund - common stocks of established, non-U.S. companies Stable Value Fund - fixed principle investments Small-Cap Value Fund - common stocks of small companies (market value less than $500 million) with potential for capital appreciation Mid-Cap Growth Fund - common stocks of medium-sized companies with potential for capital appreciation Balanced Fund - common stocks and bonds Equity Income Fund - common stocks, primarily of dividend-paying established companies (f) Payment of Benefits On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over a ten year period. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. (g) Forfeited Accounts Forfeited accounts are used to reduce future employer contributions. (2) Summary of Significant Accounting Policies (a) Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting in accordance with generally accepted accounting principals. In September 1999, the American Institute of Certified Public Accountants issued Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contributions Plan Investments and Other Disclosure Matters (SOP 99-3). SOP 99-33 simplifies the disclosure for certain investments and is effective for plan years ending after December 15, 1999 with earlier application encouraged. The Plan adopted SOP 99-3 during the Plan year ending March 30, 2000. Accordingly, information previously required to be disclosed about participant-directed fund investment programs are not presented in the Plan's 2000 financial statements. The Plan's 1999 financial statement have been reclassified to conform with the current year's presentation. (b)Investment Valuation and Income Recognition Under the the terms of a trust agreement between T. Rowe Price and the Plan, T. Rowe Price manages a trust fund on behalf of the Plan which includes all Plan investments. The investments and changes therein of this trust have been reported to the Plan as having been determined through the use of fair values for all assets of the trust fund as reported by T. Rowe Price. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. (c) Payment of Benefits Benefits are recorded when paid. (e) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. In addition, they affect the reported amounts of income and expenses during the reporting period. Actual results could differ from these estimates and assumptions. (3) Investment Contracts With Insurance Companies The Plan's investment contracts with insurance companies included in the stable value fund option are primarily invested in shares of a guaranteed investment contract fund managed by T. Rowe Price. The insurance companies maintain the contributions in a pooled account. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by the insurance companies. The contracts are fully benefit-responsive and are included in the financial statements at contract value, which approximates fair value, as reported to the Plan by the insurance companies. Contract value represents contributions made under the contracts, plus earnings, less Plan withdrawals and administrative expenses. (4) Related Party Transactions Certain Plan investments are shares of mutual funds managed by T. Rowe Price. T. Rowe Price is the trustee as defined by the Plan for the indicated periods and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan to T. Rowe Price for loan administration services were $11,800 in fiscal 2000 and $10,050 in fiscal 1999. (5) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to amend it from time to time, to discontinue its contributions at any time, and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will remain 100 percent vested in their accounts. (6) Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated December 12, 1994, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan's administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in accordance with applicable provisions of the IRC. 12 (7) Investments At March 30, 2000 and March 31, 1999 investments of the Plan were as follows: 2000 1999 ---- ---- Investments: At fair value: Registered investment companies: T. Rowe Price Mid Cap Growth Fund 8,677,494 5,709,022 T. Rowe Price Balanced Fund 11,530,686 10,047,639 T. Rowe Price Equity Income Fund 11,809,950 13,790,777 T. Rowe Price Science &Technology Fund 5,226,203 All other funds 7,005,021 3,052,785 ---------- ----------- 44,249,354 32,600,223 Common stock of KEMET Corporation 27,866,434 8,205,256 ---------- ----------- Total investments, at fair value 72,115,788 40,805,479 At contract value: T. Rowe Price Stable Value Fund 24,684,989 20,862,350 Total investments96,800,777 61,667,829 ---------- ----------- During the Plan years ended March 30, 2000 and March 31, 1999, the Plans investments appreciated (depreciated) in value by $29,908,277 and ($5,69,646) respectively, as follows: 2000 1999 ---- ----
Registered investment companies $ 2,430,809 (1,492,711) Kemet Corporation27,477,468 (4,206,935) ---------- ----------- $ 29,908,277 (5,699,646) 13 (8) Net Assets and Changes in Net Assets Available for Benefits with Fund Information A summary of net assets available for benefits with fund information at March 31, 1999 follows: Small KEMET Blended International Cap Mid Cap Equity Stock Stable Value Stock Value Growth Balanced Income Loan Settlement Fund Fund Fund Fund Fund Fund Fund Fund Account Total -------------------------------------------------------------------------------- ------------------------ Investments: Pooled funds at fair value $ - 20,862,350 1,352,245 1,700,540 5,709,022 10,047,639 13,790,777 - - 53,462,573 Pooled funds at contract value - - - - - - - - - - Contract with insurance company at contract value - - - - - - - - - - Common stock of related entity at fair value 8,205,256 - - - - - - - - 8,205,256 Participant loans - - - - - - - 1,815,034 - 1,815,034 ---------- ---------- --------- --------- --------- ---------- ---------- ---------- ----- ---------- Total investments 8,205,256 20,862,350 1,352,245 1,700,540 5,709,022 10,047,639 13,790,777 1,815,034 - 63,482,863 Employer contribution receivable 198,887 525,330 60,549 100,087 258,556 270,332 372,170 - - 1,785,911 Cash - - - - - - - - 81,405 81,405 ---------- ---------- --------- --------- -------- ---------- ---------- --------- ------ ---------- Net assets available for benefits $ 8,404,143 21,387,680 1,412,794 1,800,627 5,967,578 10,317,971 14,162,947 1,815,034 81,405 65,350,179 =========== ========== ========= ========= ========= ========== ========== ========= ====== ==========
14 (8) Net Assets and Changes in Net Assets Available for Benefits with Fund Information A summary of the changes in net assets available for benefits with fund information for the year ended March 31, 1999 follows: Blended Inter- Small Mid KEMET Stable Stable national Cap Cap Equity Stock Value Value Stock Value Growth Balanced Income Loan Settlement Fund Fund Fund Fund Fund Fund Fund Fund Fund Account Total -------------------------------------------------------------------------------- ---------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation)in fair value of investment $(4,206,935) - - (2,367) (832,756) 92,871 472,127 (1,222,586) - - (5,699,646) Interest and dividend - 193,325 1,001,528 48,266 139,963 111,058 305,331 1,108,660 - 165,429 3,073,560 Contributions: Participant 596,217 152,158 1,086,186 172,106 350,242 657,018 630,107 994,810 - - 4,638,844 Employer 202,599 526,768 5,780 61,786 103,806 268,877 274,309 380,415 - - 1,824,340 -------------------------------------------------------------------------------- ------------------------------------------ Total additions (3,408,119) 872,251 2,093,494 279,791 (238,745) 1,129,824 1,681,874 1,261,299 - 165,429 3,837,098 Deductions in net assets attributed to: Benefits paid to participants (474,838) (286,687) (1,974,868) (44,423) (91,917) (414,673) (742,758) (936,358) - (161,546) (5,128,068) Administrative expense (419) (715) (4,600) (86) (113) (281) (2,722) (1,564) - - (10,500) Intraplan transfers 825,832 20,802,642 (19,664,905) (28,390) (571,308) 564,528 (946,100)(1,063,704) 81,405 - - Loan withdrawals (25,237) (69,669) (382,480) (2,716) (32,629) (41,879) (149,064) (141,927) - 845,601 - Loan principle 94,588 58,574 243,895 15,924 34,498 82,159 119,402 133,472 - (782,512) - Loan interest 21,520 11,284 45,050 4,156 7,622 16,089 23,425 36,283 - (165,429) - -------------------------------------------------------------------------------- ------------------------------------------ Net increase (2,966,673) 21,387,680 (19,644,414) 224,256 (892,592) 1,335,767 (15,943) (712,499) 81,405 (98,457) (1,301,470) (decrease) Net assets available for benefits: Beginning of year 11,370,816 - 19,644,414 1,188,538 2,693,219 4,631,811 10,333,914 14,875,446 - 1,913,491 66,651,649 -------------------------------------------------------------------------------- ----------------------------------------- End of year $8,404,143 21,387,680 - 1,412,794 1,800,627 5,967,578 10,317,971 14,162,947 81,405 1,815,034 65,350,179 ================================================================================ =========================================
15 (8) Net Assets and Changes in Net Assets Available for Benefits with Fund Information A summary of net assets available for benefits with fund information at March 31, 1998 follows: Small KEMET Blended International Cap Mid Cap Equity Stock Stable Value Stock Value Growth Balanced Income Loan Settlement Fund Fund Fund Fund Fund Fund Fund Fund Account Total -------------------------------------------------------------------------------- ------------------------ Investments: Pooled funds at fair value $ - - 1,131,857 2,585,331 4,423,894 10,064,107 14,475,183 - - 32,680,372 Pooled funds at contract value - 18,459,780 - - - - - - - 18,459,780 Contract with insurance company at contract value - 635,098 - - - - - - - 635,098 Common stock of related entity at fair value 11,124,693 - - - - - - - - 11,124,693 ---------- ---------- --------- --------- --------- ---------- ---------- ---------- ----- ---------- Total investments 11,124,693 19,094,878 1,131,857 2,585,331 4,423,894 10,064,107 14,475,183 - - 62,899,943 ---------- ---------- --------- --------- --------- ---------- ---------- ---------- ----- ---------- Participant loans - - - - - - - 1,913,491 - 1,913,491 Employer contribution receivable 246,123 549,536 56,681 107,888 207,917 269,807 400,263 - - 1,838,215 ---------- ---------- --------- --------- -------- ---------- ---------- --------- ------ ---------- Total assets 11,370,816 19,644,414 1,188,538 2,693,219 4,631,811 10,333,914 14,875,446 1,913,491 - 66,651,649 ---------- ---------- --------- --------- --------- ---------- ---------- --------- ------ ---------- Net assets available for benefits $11,370,816 19,644,414 1,188,538 2,693,219 4,631,811 10,333,914 14,875,446 1,913,491 - 66,651,649 ========== ========== ========= ========= ========= ========== ========== ========= ====== ==========
16 (8) Net Assets and Changes in Net Assets Available for Benefits with Fund Information A summary of the changes in net assets available for benefits with fund information for the year ended March 31, 1999 follows: Inter- Small KEMET Blended national Cap Mid Cap Equity Stock Stable Value Stock Value Growth Balanced Income Loan Settlement Fund Fund Fund Fund Fund Fund Fund Fund Account Total ----------------------------------------------------------- --------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $1,024,571 - 78,159 421,082 1,182,590 1,858,476 2,556,919 - - 7,121,797 Interest and dividends - 1,155,761 49,213 140,358 37,219 353,882 1,220,865 160,638 - 3,117,936 Contributions: Participants 683,760 1,308,790 177,550 283,025 564,253 629,180 1,032,171 - - 4,678,729 Employer 246,123 549,536 56,681 107,888 207,917 269,807 400,263 - - 1,838,215 Rollovers into the Plan 92,047 1,345 26,442 92,349 111,943 73,355 102,414 - - 499,895 -------------------------------------------------------------------------------- ------------------------------------ Total additions 2,046,501 3,015,432 388,045 1,044,702 2,103,922 3,184,700 5,312,632 160,638 - 17,256,572 -------------------------------------------------------------------------------- ------------------------------------ Deductions in net assets attributed to: Benefits paid to participants (505,947) (1,434,150) (17,772) (187,650) (276,922) (732,743) (871,699) (46,362) - (4,073,245) Administrative expenses (918) (4,750) (100) (272) (438) (3,738) (1,834) - - (12,050) Intraplan transfers(1,562,426) (834,472) 144,764 752,929 669,804 139,546 708,912 - (19,057) - Loan withdrawals (96,548) (521,723) (15,624) (8,565) (24,640) (231,503) (306,395) 1,204,998 - - Loan principle 87,481 264,695 25,079 21,069 45,934 83,845 125,275 (653,378) - - Loan interest 22,013 60,370 5,027 6,331 13,728 22,451 30,718 (160,638) - - -------------------------------------------------------------------------------- ------------------------------------ Net increase (decrease) (9,844) 545,402 529,419 1,628,544 2,531,388 2,462,558 4,997,609 505,258 (19,057) 13,171,277 Net assets available for benefits: Beginning of year 11,380,660 19,099,012 659,119 1,064,675 2,100,423 7,871,356 9,877,837 1,408,233 19,057 53,480,372 -------------------------------------------------------------------------------- ------------------------------------ End of year 11,370,816 19,644,414 1,188,538 2,693,219 4,631,811 10,333,914 14,875,446 1,913,491 - 66,651,649 ================================================================================ ====================================
17 Schedule 1 KEMET EMPLOYEES' SAVINGS PLAN Item 27a - Schedule of Assets Held for Investment Purposes March 30, 2000 and March 31, 1999 (c) Description of investment (a) (b) including maturity date, Party- Identity of issue, rate of interest, (e) in- borrower, lessor, collateral, par or (d) Current interest or similar party maturity value Cost Value * T. Rowe Price Stable Value $ 24,684,989 * KEMET Corp. Common Stock 27,866,434 * T. Rowe Price Equity Income Fund 11,809,950 * T. Rowe Price Balanced Fund 11,530,686 * T. Rowe Price Mid-Cap Growth Fund 8,677,494 * T. Rowe Price Small-Cap Value Fund 2,046,376 * T. Rowe Price International Stock Fund 2,500,550 * T. Rowe Price Science & Technology Fund 5,226,203 * T. Rowe Price Spectrum Income Fund 131,672 * T. Rowe Price Blue Chip Growth Fund 2,326,423 * Participants Loans interest rates ranging from 8.75% to 9.50% 2,184,042 ----------- $ 98,984,819 =========== See accompanying independent auditor's report 18 Exhibit 23 INDEPENDENT AUDITOR'S CONSENT The Board of Directors KEMET Corporation: We consent to incorporation by reference in the Registration Statement (No. 33-66092) on Form S-8 of KEMET Corporation of our report dated August 18, 2000 relating to the statements of net assets available for benefits of the KEMET Employees' Savings Plan at March 30, 2000 and March 31, 1999, and the related statements of changes in net assets available for benefits for the years then ended, as well as the related financial statement schedule, which report appears in the march 30, 2000 annual report on Form 11-K of the KEMET Employee Savings Plan. Greenville, South Carolina September 26, 2000