-----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, Qs2C4wHFRVgvlbKrbFPSop6LoitIYcoRgCX5nZqpyN8scEZsxgWve3w1/+JoVU1k EP9DdJWXrBaMPhr1ll8Giw== 0000950128-96-000632.txt : 19961202 0000950128-96-000632.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950128-96-000632 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19961126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARBIDE GRAPHITE GROUP INC /DE/ CENTRAL INDEX KEY: 0000888918 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 251575609 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20490 FILM NUMBER: 96672773 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CTR STREET 2: 19TH FL CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125623700 MAIL ADDRESS: STREET 1: ONE GATEWAY CTR STREET 2: 19TH FL CITY: PITTSBURGH STATE: PA ZIP: 15222 11-K 1 CARBIDE/GRAPHITE GROUP, INC. 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): _X_ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the fiscal year ended DECEMBER 31, 1995 ___ 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 number 0-20490 ------------------ A. Full title of the plan and address of the plan, if different from that of the issuer named below: THE CARBIDE/GRAPHITE, INC. SAVINGS INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: THE CARBIDE/GRAPHITE GROUP, INC., ONE GATEWAY CENTER, 19TH FLOOR, PITTSBURGH, PA 15222 2 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Pages ----- Report of Independent Accountants.................................................................... 2 Financial Statements: Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1995 ........................................................................ 3 Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1994......................................................................... 4 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the year ended December 31, 1995................................................ 5 Notes to Financial Statements...................................................................... 6 - 10 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995......................................................................... 11 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1995............................................................ 12
1 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Pension Committee of The Carbide/Graphite Group, Inc. Savings Investment Plan: We have audited the financial statements and supplemental schedules of The Carbide/Graphite Group, Inc. Savings Investment Plan (Plan) as of December 31, 1995 and 1994 and for the year ended December 31, 1995, as listed in the accompanying index on Page 1. These financial statements and supplemental schedules are the responsibility of the Plan's management. Our responsibility is to express an opinion on those financial statements based on our audits. In our report dated October 11, 1996, we did not express an opinion on the 1995 and 1994 financial statements and supplemental schedules because we did not perform any auditing procedures with respect to investments and earnings on investments. As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the plan administrator instructed us not to perform such procedures. In order to conform with 11-K filing requirements the Plan Administrator instructed us to perform procedures with respect to investments and earnings on investments. Accordingly, our present opinion on the 1995 and 1994 financial statements and supplemental schedules, as presented herein, is different than that expressed in our previous report. 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, 1995 and 1994, and the changes in net assets available for plan benefits for the year ended December 31, 1995, 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 (1) Schedule of Assets Held for Investment Purposes and (2) Schedule of 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 net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for the purpose of additional analysis rather than to present the net assets available for plan benefits and changes in net 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/ Coopers & Lybrand L.L.P. Pittsburgh, Pennsylvania November 13, 1996 2 4 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION December 31, 1995
American 20th Century Mentor Perpetual PNC Balanced Guaranteed PNC Money Mutual Fund Ultra Investors Global A Institutional Income Fund Market Fund ----------------------------------------------------------------------------------------------------- ASSETS Investments, at value (Note 3)......... $6,071,820 $1,556,398 $555,688 $248,131 $24,300,807 $215,065 Receivables: Employer's contribution............ - - - - 46,504 - Employees' contribution............ 48,716 20,732 7,437 3,508 72,518 2,022 ----------------------------------------------------------------------------------------------------- Total assets........... 6,120,536 1,577,130 563,125 251,639 24,419,829 217,087 ----------------------------------------------------------------------------------------------------- Net assets available for plan benefits... $6,120,536 $1,577,130 $563,125 $251,639 $24,419,829 $217,087 =====================================================================================================
Loan Fund Total --------------- ---------------- ASSETS Investments, at value (Note 3)......... $1,977,638 $34,925,547 Receivables: Employer's contribution............ - 46,504 Employees' contribution............ - 154,933 --------------- ---------------- Total assets........... 1,977,638 35,126,984 --------------- ---------------- Net assets available for plan benefits... $1,977,638 $35,126,984 =============== ================
The accompanying notes are an integral part of the financial statements 3 5 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION December 31, 1994
American 20th Century Mentor Perpetual PNC Balanced Guaranteed Mutual Fund Ultra Investors Global A Institutional Income Fund --------------------------------------------------------------------------------------- ASSETS Investments, at value (Note 3)......... $4,486,759 $768,921 $244,471 $43,782 $23,944,165 Receivables: Employer's contribution........... - - - - 57,590 Employees' contribution........... 57,442 11,381 6,834 1,133 107,014 --------------------------------------------------------------------------------------- Total assets................. 4,544,201 780,302 251,305 44,915 24,108,769 --------------------------------------------------------------------------------------- Net assets available for plan benefits........... $4,544,201 $780,302 $251,305 $44,915 $24,108,769 =======================================================================================
PNC Money Loan Market Fund Fund Total ------------------------------ ---------------- ASSETS Investments, at value (Note 3)......... $214,227 $1,714,503 $31,416,828 Receivables: Employer's contribution........... - - 57,590 Employees' contribution........... 2,870 - 186,674 ------------------------------ ---------------- Total assets................. 217,097 1,714,503 31,661,092 ------------------------------ ---------------- Net assets available for plan benefits........... $217,097 $1,714,503 $31,661,092 ============================== ================
The accompanying notes are an integral part of the financial statements 4 6 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION for the year ended December 31, 1995
American 20th Century Mentor Perpetual PNC Balanced Guaranteed Mutual Fund Ultra Investors Global A Institutional Income Fund -------------------------------------------------------------------------------------- ADDITIONS Interest and dividend income............ $509,615 $82,866 $29,874 $8,548 $1,703,970 Net appreciation (depreciation) in fair value of investments......... 954,686 272,963 53,933 22,181 - Contributions: Employer............................. - - - - 1,378,334 Employee............................. 561,839 186,727 83,426 21,127 904,829 -------------------------------------------------------------------------------------- Total additions.................... 2,026,140 542,556 167,233 51,856 3,987,133 -------------------------------------------------------------------------------------- DEDUCTIONS Withdrawals............................. (274,183) (3,672) (3,409) (1,224) (2,915,800) -------------------------------------------------------------------------------------- Total deductions................... (274,183) (3,672) (3,409) (1,224) (2,915,800) -------------------------------------------------------------------------------------- Transfer for loans, net of repayments... (71,102) 346 (30,461) (2,637) (211,727) Inter-fund transfers.................... (104,520) 257,598 178,457 158,729 (548,546) -------------------------------------------------------------------------------------- Net change in fund balance......... 1,576,335 796,828 311,820 206,724 311,060 Net assets available for plan benefits, beginning of plan year.......... 4,544,201 780,302 251,305 44,915 24,108,769 -------------------------------------------------------------------------------------- Net assets available for plan benefits, end of plan year................ $6,120,536 $1,577,130 $563,125 $251,639 $24,419,829 ======================================================================================
PNC Money Loan Market Fund Fund Total ------------------------------ ---------------- ADDITIONS Interest and dividend income............ $14,667 - $2,349,540 Net appreciation (depreciation) in fair value of investments......... - - 1,303,763 Contributions: Employer............................. - - 1,378,334 Employee............................. 28,330 - 1,786,278 ------------------------------ ---------------- Total additions.................... 42,997 - 6,817,915 ------------------------------ ---------------- DEDUCTIONS Withdrawals............................. (100,265) (53,470) (3,352,023) ------------------------------ ---------------- Total deductions................... (100,265) (53,470) (3,352,023) ------------------------------ ---------------- Transfer for loans, net of repayments... (1,024) 316,605 - Inter-fund transfers.................... 58,282 - - ------------------------------ ---------------- Net change in fund balance......... (10) 263,135 3,465,892 Net assets available for plan benefits, beginning of plan year.......... 217,097 1,714,503 31,661,092 ------------------------------ ---------------- Net assets available for plan benefits, end of plan year................ $217,087 $1,977,638 $35,126,984 ============================== ================
The accompanying notes are an integral part of the financial statements 5 7 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN AND BENEFITS The Carbide/Graphite Group, Inc. Savings Investment Plan (the Plan), established as of August 1, 1988, is a defined contribution plan covering eligible salaried employees following the third monthly anniversary of their employment date. The Plan is administered by the Pension Committee which consists of three members who are appointed by The Carbide/Graphite Group, Inc.'s (the Company) Board of Directors. Generally, the Plan provides that employees may make regular contributions of 2% to 16% of their salaries on a before-tax, after-tax or combined basis, subject to limitations specified in the Internal Revenue Code. Employees direct that their contributions be invested in the funds offered by the Plan. During the plan year ended December 31, 1994, three funds were added to the Plan: 20th Century Ultra Investors, Mentor Perpetual Global A and PNC Balanced Institutional. These funds join the Guaranteed Income Fund, American Mutual Fund and PNC Money Market Fund as funds available to employees as investment options. Contributions may be invested entirely in one fund or allocated between the funds, subject to allocation limitations set forth in the Plan. Changes in allocation of future contributions and transfers of presently invested contributions between funds are permitted pursuant to the Plan provisions. Such changes and transfers are executed by plan participants through on-line record keeping functions provided by PNC Bank (the Trustee). The Company contributes to the Plan at the rate of 50% of the employees' contributions, up to 6% of the employees' salary. Company profit-sharing contributions made on behalf of each participant who is an employee during the fiscal year shall be based on the individual's pay rate as of July 31 of such fiscal year. Additional employer contributions may be made at the discretion of the Board of Directors based on the Company's current year financial performance. In no event, however, shall such contributions for any year exceed the maximum amount deductible under the provisions of the Internal Revenue Code. Income on employee contributions and employer contributions is allocated to participants' employee and employer accounts based on the relationship of each participant's account to the total of all participants' accounts. Participants are fully vested in the value of their contributions and related investment income at all times. They become fully vested in their allocated share of employer contributions and related investment income after four years of service. Employer contributions forfeited by participants not vested at their termination date will be used to reduce future Company contributions. Withdrawals from the Plan are permitted under the various options as more fully described in the Plan document. 6 8 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED Reference should be made to the Plan document for additional information concerning contributions, eligibility, allocation of income, withdrawals, vesting and other important features of the Plan. Although there is not a present intent to do so, the Company has reserved the right to terminate or partially terminate the Plan and, upon termination, all participants will become fully vested in any funds which have been allocated to them. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan have been prepared in conformity with generally accepted accounting principles. The following are the significant accounting policies followed by the Plan: Use of Estimates The preparation of the Plan's financial statements in conformity with generally accepted accounting principles require the plan administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for plan benefits at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities, it is at least possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statement of net assets available for plan benefits. Investment Valuation Investments in the Guaranteed Income Fund are stated at contract value. Contract value represents contributions made under the Plan, plus interest income, less benefits paid to participants. The crediting interest rates on outstanding contracts as of December 31, 1995 and 1994 ranged from 5.91% to 8.21% and 5.91% to 8.93%, respectively. The average yield on outstanding contracts during the years ended December 31, 1995 and 1994 was approximately 7.0% and 7.8%, respectively. Investments in the American Mutual Fund, 20th Century Ultra Investors, Mentor Perpetual Global A and PNC Balanced Institutional funds (the Equity Funds) are valued based on the market values of the underlying investments in these funds, as determined by the individual 7 9 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED investment managers. The net appreciation (depreciation) in fair value of investments represents the net realized and unrealized gain or loss in the underlying investments of the Equity Funds. Investments in the PNC Money Market Fund are stated at cost, which approximates market value. Participant loans included in the Loan Fund are stated at net realizable value (total borrowings less repaid principal). Accrued interest and dividends due each fund are reflected as a component of investments, at value in the statement of net assets available for plan benefits with fund information as of December 31, 1995 and 1994. Administrative Expenses Administrative expenses of the Plan, including trustee, legal, and audit fees, are paid by the Company and, as such, are not expenses of the Plan. 3. INVESTMENTS The following is a brief description of the types of investments held by fund: American Mutual.............. Principally high quality common stocks with a portion of funds in Fund fixed income instruments. 20th Century................. Principally common stocks with aggressive capital growth Global Investors potential. Mentor Perpetual............. Principally common stocks of international companies with long- Global A term growth potential. PNC Balanced................. Principally common stocks and fixed income investments Institutional attempting to maximize long-term returns with the preservation of capital. Guaranteed................... Principally guaranteed interest contracts with insurance Income Fund companies. PNC Money.................... Principally short-term debt securities, including U.S. Government Market Fund and corporate obligations and deposits, both foreign and domestic. Loan Fund.................... Principally participant loan balances.
8 10 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED Investments greater than 5% of the net assets available for plan benefits as of the end of the Plan year (at market/contract value) are as follows: Aetna Life Insurance Company Guaranteed Investment Contracts............................ $12,739,443 American Mutual Fund, Inc............................................................... 6,071,820 John Hancock Mutual Life Insurance Company Guaranteed Investment Contract..................................................... 5,437,305 Allstate Life Insurance Company Guaranteed Investment Contract.......................... 4,172,657 PNC Bank Money Market Portfolio......................................................... 2,166,467
4. PARTICIPANT LOANS Loans are available to all participants subject to provisions set forth in the Plan document. The loans bear interest at the prime rate in effect at the time of the borrowing and remain fixed for the term of the loan. Loan terms and repayment policies are designed to be in compliance with the requirements of Section 401(k) of the Internal Revenue Code. For the year ended December 31, 1995, new participant loans were made in the amount of $974,902 which were partially offset by principal and interest payments of $658,297. 5. TAX STATUS The Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and the Plan is thereby tax-exempt within the meaning of Section 501(a) of the Internal Revenue Code. 9 11 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS--CONTINUED 6. SUBSEQUENT EVENT In May 1996, the Company adopted several changes to the Plan. Putnam Investments was appointed trustee of the Plan and essentially all investment options were changed to Putnam Investments fund alternatives. In addition, the Company added an investment option in Company common stock. Contribution percentage limitations were not changed in connection with the Plan revisions. However, employees can now direct the investment of the Company match and profit sharing contributions. 10 12 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1995
Face Value/ Number of Interest Maturity Date Shares Rate Cost Market --------------- ---------------- ---------- --------------- --------------- GUARANTEED INCOME FUND: PNC Money Market Portfolio............ - 1,951,021 - $1,951,402 $1,951,402 Aetna Life Insurance Company Guaranteed Investment Contract....... 12/31/97 6,750,722 6.95% 6,789,351 6,789,351 Aetna Life Insurance Company Guaranteed Investment Contract....... 12/31/97 5,916,007 7.00 5,950,092 5,950,092 John Hancock Mutual Life Guaranteed Investment Contract....... 12/31/98 5,410,860 5.91 5,437,305 5,437,305 Allstate Life Insurance Company Guaranteed Investment Contract....... 12/30/99 4,144,063 8.21 4,172,657 4,172,657 ------------ --------------- --------------- 24,172,673 24,300,807 24,300,807 EQUITY FUNDS: American Mutual Fund.................. - 249,561 - 5,473,803 6,071,820 20th Century Ultra Investors.......... - 59,609 - 1,296,279 1,556,398 Mentor Perpetual Global A............. - 34,515 - 499,558 555,688 PNC Balanced Institutional............ - 17,388 - 229,008 248,131 ------------ --------------- --------------- 361,073 7,498,648 8,432,037 PNC MONEY MARKET FUND: PNC Money Market Portfolio............ - 196,332 - 199,540 215,065 LOAN FUND: Participant Loans..................... - 1,977,638 7.3 - 11.5 1,977,638 1,977,638 --------------- --------------- $33,976,633 $34,925,547 =============== ===============
11 13 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1995
Number of Purchase Number Sales Identity of Party Description of Assets Purchases Value of Sales Proceeds - ----------------------- ----------------------- ------------ ------------- ---------- -------------- PNC Bank............... John Hancock Mutual 14 $2,619,121 - - Life Guaranteed Investment Contract PNC Bank............... Allstate Life Insurance 37 7,740,038 42 $3,595,975 Company Guaranteed Investment Contract PNC Bank............... Penn Mutual Life - - 2 5,453,727 Insurance Company Guaranteed Investment Contract PNC Bank............... Protective Life 12 309,315 1 3,948,311 Insurance Company Guaranteed Investment Contract PNC Bank............... PNC Money 109 6,797,301 139 4,895,963 Market Portfolio PNC Bank............... American Mutual Fund 92 1,898,895 86 1,268,504
Cost of Current Value of Assets Identity of Party Description of Assets Assets Sold on Transaction Date Net Gain - ----------------------- ----------------------- ------------- -------------------------- ----------- PNC Bank............... John Hancock Mutual - $2,619,121 A - Life Guaranteed Investment Contract PNC Bank............... Allstate Life Insurance $3,595,975 7,740,038 A - Company Guaranteed 3,595,975 B - Investment Contract PNC Bank............... Penn Mutual Life 5,453,727 5,453,727 B - Insurance Company Guaranteed Investment Contract PNC Bank............... Protective Life 3,948,311 309,315 A - Insurance Company 3,948,311 B - Guaranteed Investment Contract PNC Bank............... PNC Money 4,895,963 6,797,301 A - Market Portfolio 4,895,963 B - PNC Bank............... American Mutual Fund 1,193,799 1,898,895 A - 1,268,504 B $74,705
A - At acquisition. B - At disposition. 12 14 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. THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN By: /s/ WALTER E. DAMIAN ----------------------------- Walter E. Damian Plan Administrator EX-1 2 CARBIDE/GRAPHITE GROUP, INC. 11-K 1 EXHIBIT 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement, of The Carbide/Graphite Group, Inc. Savings Investments Plan on Form S-8, of our report dated November 13, 1996 on our audits of the financial statements of The Carbide/Graphite Group, Inc. Savings Investment Plan as of December 31, 1995 and 1994 and for the year ended December 31, 1995, included in this Annual Report on Form 11-K. Pittsburgh, Pennsylvania /s/ COOPERS & LYBRAND L.L.P. November 25, 1996 ---------------------------- -----END PRIVACY-ENHANCED MESSAGE-----