-----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, GRHb6ssCOcje5+JR79M+WJuCTSpmhVmQcaLNZR0GuomDIUOUMlwHwLIGGdprbRL7 o056Mt3eLLJO044uw2J0vw== 0001035704-01-500237.txt : 20010716 0001035704-01-500237.hdr.sgml : 20010716 ACCESSION NUMBER: 0001035704-01-500237 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STILLWATER MINING CO /DE/ CENTRAL INDEX KEY: 0000931948 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 810480654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13053 FILM NUMBER: 1681194 BUSINESS ADDRESS: STREET 1: 1200 SEVENTEETH STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039782525 MAIL ADDRESS: STREET 1: 1200 SEVEENTH STREET STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80202 11-K 1 d88822e11-k.txt FORM 11-K FOR FISCAL YEAR END DECEMBER 31, 2000 1 FORM 11-K ANNUAL REPORT - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 ENDED DECEMBER 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 NUMBER 0-12345 A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW: STILLWATER MINING COMPANY 401(K) PLAN & TRUST STILLWATER MINING COMPANY 737 PALLADIUM PLACE P. O. BOX 1330 COLUMBUS, MT 59019 B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: STILLWATER MINING COMPANY 737 PALLADIUM PLACE P. O. BOX 1330 COLUMBUS, MT 59019 2 REQUIRED INFORMATION 1. Financial statements filed as a part of this annual report: Stillwater Mining Company 401(k) Plan and Trust - Financial Statements and Supplemental Schedules, December 31, 2000 and 1999 (With Independent Auditor's Report Thereon), including the Statements of Net Assets Available For Benefits as of December 31, 2000 and 1999, the Statement of Changes in Net Assets Available For Benefits for the Year ended December 31, 2000, and Notes to Financial Statements for the Years Ended December 31, 2000 and 1999, together with Supplemental Schedule of Schedule H, line 4i - Schedule of Assets (Held at End of Year) and Schedule G, Part III - Schedule of Nonexempt Transactions as of December 31, 2000. 2. Exhibit filed as part of this annual report: Exhibit 23 - Consent of KPMG LLP, independent auditors. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. STILLWATER MINING COMPANY, 401(K) PLAN AND TRUST July 13, 2001 /s/ James A. Sabala - ------------------------------ ------------------------------------------- Date James A. Sabala Vice President and Chief Financial Officer 3 STILLWATER MINING COMPANY EXHIBIT INDEX Exhibit Document - ------- -------- 23 Consent of KPMG LLP, Independent Auditors. 4 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Financial Statements and Schedules December 31, 2000 and 1999 (With Independent Auditors' Report Thereon) 5 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST TABLE OF CONTENTS Independent Auditors' Report Statements of Net Assets Available for Benefits - December 31, 2000 and 1999 Statement of Changes in Net Assets Available for Benefits - Year Ended December 31, 2000 Notes to Financial Statements
Schedule -------- Schedule H, line 4i - Schedule of Assets (Held at End of Year) - December 31, 2000 ................... 1 Schedule G, Part III - Schedule of Nonexempt Transactions - Year Ended December 31, 2000 ............. 2
6 INDEPENDENT AUDITORS' REPORT To the Administrator of the Stillwater Mining Company 401(k) Plan and Trust: We have audited the accompanying statements of net assets available for benefits of Stillwater Mining Company 401(k) Plan and Trust (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 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 auditing standards generally accepted in the United States of America. 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 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 of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Schedule H, line 4i - schedule of assets (held at end of year) as of December 31, 2000 and Schedule G, Part III - schedule of nonexempt transactions for the year ended December 31, 2000 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. These supplemental schedules are the responsibility of the Plan's management. 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 Billings, Montana June 29, 2001 7 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Statements of Net Assets Available for Benefits December 31, 2000 and 1999
2000 1999 ------------ ------------ Assets: Cash $ 106,885 -- Investments, at fair value: Common stock 1,617,366 1,343,985 Mutual funds 12,399,686 13,012,512 Participant notes receivable 460,283 372,689 ------------ ------------ Total investments 14,477,335 14,729,186 Receivables: Employer contributions 37,582 54,013 Participant contributions and loan repayments 58,336 85,096 ------------ ------------ Total receivables 95,918 139,109 ------------ ------------ Net assets available for benefits $ 14,680,138 14,868,295 ============ ============
See accompanying notes to financial statements. 8 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2000 Additions to net assets attributed to: Investment income: Interest and dividends $ 82,026 Interest income on loans 32,726 ------------ Total investment income 114,752 ------------ Contributions: Employer contributions 780,266 Participant contributions and rollovers 1,890,340 ------------ Total additions 2,785,358 Deductions from net assets attributed to: Net depreciation in fair value of investments 980,681 Distributions and withdrawals 1,972,909 Administrative expenses and other 19,925 ------------ Total deductions 2,973,515 Net decrease (188,157) Net assets available for benefits: Beginning of year 14,868,295 ------------ End of year $ 14,680,138 ============
See accompanying notes to financial statements. 9 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2000 and 1999 (1) DESCRIPTION OF PLAN On June 1, 1993, Stillwater Mining Company (the "Company") established the Stillwater Mining Company 401(k) Plan and Trust (the "Plan"). The following description of the Plan provides general information only. 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 covering all non-union employees of the Company and is subject to the provisions of the Employee Retirement Income Security Act ("ERISA"). Effective October 1, 1999, employees are eligible to participate in the Plan the beginning of the month following the employee's date of hire. Prior to the change, employees were eligible to participate in the plan after six consecutive months of service. (b) PLAN AND TRUST ADMINISTRATION The administration of the Plan is the responsibility of the Company. The assets of the Plan are maintained in a trust fund that was administered under a trust agreement with Fidelity Management Trust Company through September 30, 1999. Effective October 1, 1999, the Plan changed trustees to Smith Barney Plan Services (the "Trustee"). (c) CONTRIBUTIONS Each participant has the option to make pre-tax "elective deferral contributions" to the Plan of not less than 1% nor more than 10% of eligible compensation. The Company contributes an amount equal to 200% of each participant's elective deferral contribution, up to 3% of the participant's compensation for the contribution period. Each participant also has the option to make after-tax contributions to the Plan of not less than 1% nor more than 10% of eligible compensation. The Company may make annual discretionary profit sharing contributions during each Plan year. Profit sharing contributions will be allocated to participants based on the ratio of each participant's eligible compensation to the total compensation paid to all eligible participants for the Plan year. There were no discretionary contributions during the year ended December 31, 2000. (d) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocation of (a) the Company's matching contribution, (b) Plan earnings and losses, and (c) discretionary contributions by the Company. Allocations of Plan earnings and losses are based on individual participant account balances in relation to the total of all participant account balances. (e) VESTING Participants are at all times fully vested in their voluntary contributions plus actual earnings thereon. Vesting in employer contributions is based on years of continuous service. Participants become 100% vested after three years of service. 10 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2000 and 1999 (f) FORFEITURES Forfeitures of terminated participants' nonvested accounts are retained in the Plan and used first to pay administrative expenses and then to reduce future employer matching contributions. During 2000 and 1999, $27,160 and $2,297, respectively, of employer matching contributions were forfeited by employees who terminated before those amounts became vested. The amount of forfeitures used to pay administrative expenses in 2000 totaled $16,875. (g) PAYMENT OF BENEFITS When benefit payments are requested, upon termination, retirement or death, participants or their beneficiaries receive a lump-sum amount equal to the vested value of his or her account. (2) SUMMARY OF ACCOUNTING POLICIES (a) BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. (b) APPRECIATION (DEPRECIATION) OF INVESTMENTS The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains (losses) and the unrealized appreciation (depreciation) of those investments. (c) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. (d) INVESTMENTS Plan investments are valued at fair value based on the market value or share price at the end of the year. Purchases and sales of investments are recorded on the trade date. Dividends are recorded as of the ex-dividend date. Interest income is recorded on the accrual basis. Participant notes receivable are valued at principal amount, which approximates fair value. (e) CASH As of December 31, 2000, the Plan had cash which was restricted for the purchase of common stock. (f) EXPENSES OF THE PLAN The Company reimburses substantially all of the expenses incurred in the administration of the Plan. 2 11 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2000 and 1999 (g) NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 requires that an entity recognize all derivatives and measure those instruments at fair value. SFAS No. 133 is effective for fiscal years beginning after June 14, 2000. Pursuant to SFAS No. 137, the Plan is required to adopt SFAS No. 133 effective January 1, 2001. Management has not yet determined the impact of SFAS No. 133 on the Plan financial statements. (3) INVESTMENTS The following table presents the fair values of investments that represent 5 percent or more of the Plan's net assets as determined by quoted market prices as of December 31:
2000 1999 -------------------------- -------------------------- NUMBER NUMBER OF OF SHARES SHARES OR OR PRINCIPAL PRINCIPAL AMOUNT FAIR VALUE AMOUNT FAIR VALUE ---------- ------------ ----------- ------------ Stillwater Mining Company Stock - Common Stock 41,102 $ 1,617,366 42,164 $ 1,343,985 Mutual Funds: Scudder International Fund 21,133 1,063,221 14,084 996,275 Dreyfus Appreciation Fund 32,791 1,408,047 34,847 1,593,561 Dreyfus Premier Core Value Fund 40,120 1,240,900 30,917 953,167 Baron Asset Fund 13,766 748,725 10,533 619,027 American Century Income & Growth Fund - Investor 22,609 682,807 17,932 610,597 Janus Enterprise Fund 23,819 1,268,839 17,056 1,307,674 Janus Fund 69,054 2,298,799 48,519 2,137,273 Smith Barney S&P 500 Index Fund 46,933 628,428 43,848 658,153 Smith Barney Government Portfolio 740,594 740,594 1,199,790 1,199,790 Other 2,319,326 2,936,995 Loan fund 460,283 460,283 372,689 372,689 ------------ ------------ $ 14,477,335 $ 14,729,186 ============ ============
During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $980,681 as follows: Common stock $ 358,388 Mutual funds (1,339,069) ---------------- $ (980,681) ================
3 12 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2000 and 1999 (4) PARTICIPANT LOANS Participant loans shall not exceed the lessor of: (a) $50,000 reduced by the excess of the highest outstanding balance of loans during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the Plan on the date the loan is made; or (b) 50% of the participant's vested interest or, if greater, the total individual account up to $10,000. Participant loans bear an interest rate comparable to the rate charged by commercial lenders in the geographical area for similar loans. All participant loans must be repaid within five years, unless the loan is utilized by the participant for the purchase of a principal residence, in which case the term of the loan must be repaid over a reasonable period of time. Interest rates on the participant loans outstanding at December 31, 2000 ranged from 7.0% to 10.0%. (5) PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. However, no such action may deprive any participant or beneficiary under the Plan of any vested right. (6) RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Smith Barney. Smith Barney is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services amounted to $3,050 for the year ended December 31, 2000. (7) TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated May 18, 1995 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 administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (8) FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of the Plan's financial instruments: Investments. See Note 2(d) regarding investment valuation. Participant loans. The carrying amounts approximate fair value because of the short maturity of those instruments and the rates of interest associated with payments under the agreements approximate the current borrowing rates available to participants for agreements with similar characteristics. 4 13 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Notes to Financial Statements December 31, 2000 and 1999 (9) NONEXEMPT TRANSACTIONS There were unintentional delays by the Company in submitting certain 2000 contributions due to a computer program error in the amount of $6,386 to the trustee. The Company intends to remit the contributions and to reimburse the Plan for lost interest in the amount of $1,831 during July 2001. There was one unintentional delay by the Company in submitting a contribution in the amount of $114,623 to the trustee during 1999. The Company intends to reimburse the Plan for lost interest in the amount of $1,237 during July, 2001. (10) ASSETS ALLOCATED TO WITHDRAWING PARTICIPANTS The following is a reconciliation of net assets available for benefits reported on the financial statements to the Form 5500:
YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2000 1999 ------------ ------------ Net assets available for benefits reported on the financial statements $ 14,680,138 14,868,295 Amounts allocated to withdrawing participants -- (494,324) ------------ ------------ Net assets available for benefits reported on the Form 5500 $ 14,680,138 14,373,971 ============ ============
The following is a reconciliation of distributions and withdrawals reported on the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 2000 ------------ Distributions and withdrawals on the financial statements $ 1,972,909 Amounts allocated to withdrawing participants (494,324) ------------ Distributions and withdrawals reported on the Form 5500 $ 1,478,585 ============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for the accounts of persons who as of or prior to December 31, 1999 had withdrawn from participating in the earnings and operations of the Plan but had not yet been paid. Amounts were paid in 2000. 5 14 SCHEDULE 1 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2000
IDENTITY OF ISSUE, DESCRIPTION OF INVESTMENT INCLUDING BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, COLLATERAL, PAR OR SIMILAR PARTY OR MATURITY VALUE CURRENT VALUE - ------------------------------------- ----------------------------------------------------------- --------------- Stillwater Mining Company (a) Stillwater Mining Company Stock - Common Stock $ 1,617,366 Lexington Management Corp. Lexington Worldwide Emerging Markets Fund 140,433 Scudder Scudder International Fund 1,063,221 Dreyfus Corp. Dreyfus Appreciation Fund 1,408,047 Dreyfus Founders Discovery Fund 69,458 Dreyfus Premier Core Value Fund 1,240,900 Baron Management Baron Asset Fund 748,725 Quest Advisory Corp. Royce Premier Fund 541,089 Warburg Pincus Warburg Pincus Fixed Income Fund 80,833 Strong Capital Management Strong Government Securities Fund 305,997 INVESCO Funds Group Inc. INVESCO Select Income Fund 219,171 Lexington Management Corp. Lexington GNMA Income Fund 177,978 Union Bond & Trust Co. MCM Stable Asset Fund 180,387 American Century/Benham American Century Income & Growth Fund - Investor 682,807 INVESCO Funds Group Inc. INVESCO High Yield Fund 51,718 Janus Capital Corp. Janus Enterprise Fund 1,268,839 Janus Fund 2,298,799 Janus Twenty Fund 547,625 Wasatch Advisors, Inc. Wasatch Mid-Cap Fund 4,637 Smith Barney Asset Management (b) Smith Barney S&P 500 Index Fund 628,428 Smith Barney Government Portfolio 740,594 Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust (b) Participant loans; interest rates ranging from 7% to 10.25% 460,283 --------------- $ 14,477,335 ===============
(a) Party-in-interest to the Plan. (b) Party-in-interest to the Plan because an affiliate is a service provider to, and trustee of, the Plan. See accompanying independent auditors' report. 15 SCHEDULE 2 STILLWATER MINING COMPANY 401(K) PLAN AND TRUST Schedule G, Part III - Schedule of Nonexempt Transactions Year ended December 31, 2000
DESCRIPTION OF TRANSACTIONS RELATIONSHIP TO PLAN, INCLUDING MATURITY DATE, RATE IDENTITY OF EMPLOYER OR OTHER OF INTEREST, COLLATERAL PAR OR PURCHASE SELLING PARTY INVOLVED PARTY-IN-INTEREST MATURITY VALUE PRICE PRICE - ------------------------- --------------------- ------------------------------------- ---------- -------- Stillwater Mining Company Plan Sponsor Certain 2000 employee deferrals and employer contributions not deposited to Plan in a timely manner. Interest rate of 28.67%.(1) -- -- Stillwater Mining Company Plan Sponsor Employee deferrals not deposited to Plan in a timely manner(2) -- --
EXPENSES INCURRED IN NET GAIN OR Identity of LEASE CONNECTION WITH COST OF CURRENT VALUE (LOSS) ON EACH Party involved RENTAL TRANSACTION ASSET OF ASSET TRANSACTION - ------------------------- ---------- ------------------- ----------- ----------------- ---------------- Stillwater Mining Company -- -- $ 1,831 -- -- Stillwater Mining Company -- -- 1,237 -- -- -----------
(1) There were unintentional delays by the Company in submitting certain 2000 employee deferrals and employer contributions due to a computer program error in the amount of $6,386 to the trustee. The Company intends to reimburse the Plan for lost interest in the amount of $1,831 during July 2001. (2) There was one unintentional delay by the Company in submitting a contribution in the amount of $114,623 to the trustee during 1999. The Company intends to reimburse the Plan for lost interest in the amount of $1,237 during July, 2001. See accompanying independent auditors' report. EX-23 2 d88822ex23.txt CONSENT OF KPMG LLP 1 Exhibit 23 Independent Auditors' Consent The Board of Directors and Stockholders Stillwater Mining Company: We consent to incorporation by reference in the registration statements (Nos. 333-12455, 333-12419 and 333-58251) on Form S-3 and in the registration statements (Nos. 33-97358 and 333-70861) on Form S-8 of Stillwater Mining Company of our report dated June 29, 2001, relating to the statements of net assets available for benefits of the Stillwater Mining Company 401(k) Plan and Trust 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, the supplemental schedule of assets (held at end of year) as of December 31, 2000 and the supplemental schedule of nonexempt transactions for the year ended December 31, 2000, which report appears in the December 31, 2000 report on Form 11-K of Stillwater Mining Company. /s/KPMG LLP Billings, Montana July 12, 2001 -----END PRIVACY-ENHANCED MESSAGE-----