-----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, IMcm8x0JC4o8CGIeOgcKiDfh181SSltaFLLZGVTSEpzlZlXDYmWwPGQnIBNcu10u mpXkgjY6Dvng8dguXyeNIQ== 0000826619-95-000011.txt : 199507030000826619-95-000011.hdr.sgml : 19950703 ACCESSION NUMBER: 0000826619-95-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN A P INDUSTRIES INC CENTRAL INDEX KEY: 0000826619 STANDARD INDUSTRIAL CLASSIFICATION: STRUCTURAL CLAY PRODUCTS [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: 95551774 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 31, 1994 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 HOURLY INVESTMENT PLAN Financial Statements and Schedules December 31, 1994 and 1993 (With Independent Auditors' Report Thereon) A. P. GREEN 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, 1994 Statement of Assets Available for Plan Benefits, With Fund Information, December 31, 1993 Statement of Changes in Assets Available for Plan Benefits, With Fund Information, Year ended December 31, 1994 Statement of Changes in Assets Available for Plan Benefits, With Fund Information, Year ended December 31, 1993 Notes to Financial Statements, December 31, 1994 and 1993 Schedule Investments at End of Plan Year, December 31, 1994 1 Party-in-Interest Transactions * Obligations in Default * Leases in Default * Reportable Transactions, Year ended December 31, 1994 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, 1994 or obligations or leases in default at December 31, 1994. ** There were no assets acquired and disposed of during the plan year ended December 31, 1994 which require separate disclosure on this schedule. Definitions: Plan - A. P. Green 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 accompanying statements of assets available for plan benefits, with fund information of the A. P. Green Hourly Investment Plan (the Plan) as of December 31, 1994 and 1993, and the related statements of changes in assets available for plan benefits, with fund information 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 available for plan benefits, with fund information as of December 31, 1994 and 1993, and the changes in assets available for plan benefits, with fund information 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, with fund information and the statement of changes in assets available for plan benefits, with fund information 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. /s/ KPMG Peat Marwick LLP St. Louis, Missouri May 19, 1995 A. P. GREEN HOURLY INVESTMENT PLAN Statement of Assets Available for Plan Benefits, With Fund Information December 31, 1994 Common Guaranteed Equity Balanced stock income index fund Total ----- ------ ----- ---- ----- Investments: Marketable, at fair value: Common stocks $ 1,309,485 - - - 1,309,485 Mutual funds - 537,429 - 564,148 1,101,577 Money market funds, at cost which approximates fair value 122,251 378,365 5,217 214,417 720,250 --------- ------- ----- ------- --------- Total investments 1,431,736 915,794 5,217 778,565 3,131,312 Accrued interest and dividends receivable 106 179 9 105 399 Contributions receivable 13,572 7,798 8,962 6,974 37,306 --------- ------- ------ ------- --------- Assets available for plan benefits $ 1,445,414 923,771 14,188 785,644 3,169,017 ========= ======= ====== ======= ========= See accompanying notes to financial statements. A. P. GREEN 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 HOURLY INVESTMENT PLAN Statement of Changes in Assets Available for Plan Benefits, With Fund Information Year ended December 31, 1994 Common Guaranteed Equity Balanced stock income index fund Total ----- ------ ----- ---- ----- Additions: Employer contributions $ 150,154 - - - 150,154 Employee contributions 158,183 165,930 206,956 170,217 701,286 Interest and dividends 15,665 290 8,838 15,785 40,578 Net appreciation (depre- ciation) in fair value of investments 38,853 26,781 3,840 (25,303) 44,171 Net transfers from/(to) various plan funds, net 113,201 382,556 (687,660) 191,903 - Other miscellaneous receipts 23 12 - 3,803 3,838 --------- ------- ------- ------- ------- Total additions 476,079 575,569 (468,026) 356,405 940,027 --------- ------- ------- ------- ------- Deductions: Benefits paid to parti- cipants (39,614) (10,252) (12,698) (27,919) (90,483) Fees and expenses (16) (9) (12) (9) (46) Investments distributed in-kind (2,166) - - - (2,166) --------- ------- ------- ------- ------- Total deductions (41,796) (10,261) (12,710) (27,928) (92,695) --------- ------- ------- ------- ------- Net increase (decrease) in assets available for plan benefits 434,283 565,308 (480,736) 328,477 847,332 Assets available for plan benefits: Balance, beginning of year 1,011,131 358,463 494,924 457,167 2,321,685 --------- ------- ------- ------- --------- Balance, end of year $1,445,414 923,771 14,188 785,644 3,169,017 ========= ======= ======= ======= ========= See accompanying notes to financial statements. A. P. GREEN 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 Net appreciation in fair value of investments 358,221 18,588 26,389 12,539 415,737 Net transfers from/(to) various plan funds 1,706 (24,550) (1,069) 23,913 - Other miscellaneous receipts 323 20 - 1,749 2,092 --------- ------- ------- ------- --------- Total additions 613,358 125,149 209,851 191,984 1,140,342 --------- ------- ------- ------- --------- Deductions: Benefits paid to par- ticipants (35,698) (26,410) (20,538) (9,111) (91,757) Fees and expenses (19) (14) (14) (21) (68) --------- ------- ------- ------- --------- Total deductions (35,717) (26,424) (20,552) (9,132) (91,825) --------- ------- ------- ------- --------- 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 HOURLY INVESTMENT PLAN Notes to Financial Statements December 31, 1994 and 1993 (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 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. On August 1, 1994, the Company acquired substantially all of the assets and assumed most of the liabilities of the refractory operations of General Refractories Company and its affiliated companies (collectively referred to as "General"). Effective on that date, all U. S. hourly employees of General 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 the Company. The Plan's funds are administered under the terms of a trust agreement with the 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 1994 and 1993, employee contributions were invested by the Trustee in one of four funds as directed by the participant: (a) common stock of the Company (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). Effective January 1, 1995, the Plan ceased using the Vanguard Index Trust 500 Fund (equity index fund) and began offering participants the option of investing in Arch Funds and Fidelity Funds. Participants now have a total of nine mutual funds in addition to the common stock of the Company in which to invest. (Continued) 2 A. P. GREEN HOURLY INVESTMENT PLAN Notes to Financial Statements During 1994 and 1993, participants could elect to have their contributions invested 100% in any one fund or 50%-50% between any two funds. Participants could 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 were required to provide a 15-day advance notice as of the first pay period of any calendar quarter. Effective January 1, 1995, the Plan was amended from a quarterly valuation schedule to a daily valuation schedule, thus allowing participants to make these changes on a daily basis with no advance notice. Participant contributions may also be divided between any of the funds in 1% increments. 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 collective investment fund and any earnings of the fund are credited to the participants' accounts. (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, 1994 or 1993; 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 and interest income is recorded when earned. At December 31, 1994 and 1993, there were 70,783 and 55,961 shares of common stock of the Company 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 are paid from plan assets. (e) Reclassifications ----------------- Certain 1993 amounts have been reclassified to conform to the 1994 presentation. (Continued) 3 A. P. GREEN HOURLY INVESTMENT PLAN Notes to Financial Statements (2) Summary of Significant Plan Provisions -------------------------------------- The Plan is a defined contribution plan sponsored by the Company 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. (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. The Plan currently does not provide Company contributions for employees of the acquired General operations participating in the Plan. (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, as well as 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. (Continued) 4 A. P. GREEN HOURLY INVESTMENT PLAN Notes to Financial Statements (4) Summary of Assets Available for Plan Benefits --------------------------------------------- Assets available for plan benefits are comprised of the following: 1994 1993 ---- ---- Assets available for benefit claims currently payable $ 81,669 16,714 Assets available for future benefit claims 3,087,348 2,304,971 --------- --------- Assets available for plan benefits $ 3,169,017 2,321,685 ========= ========= For regulatory reporting under Form 5500, benefit claims currently payable are categorized as a liability with a corresponding reduction in 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: 1994 1993 ---- ---- A. P. Green Industries, Inc. common stock, 70,783 and 55,961 (as restated) shares, respectively $1,309,485 993,308 Mercantile Collective GIC Fund 537,429 346,895 Vanguard Index Trust 500 Beneficial Interest - Open End Fund - 475,925 Mercantile Arch Fund Balanced Portfolio 564,148 444,618 Short-term investments - money market funds 720,250 9,960 --------- --------- $3,131,312 2,270,706 ========= ========= During 1994 and 1993, the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value by $44,171 and $415,737, respectively, as follows: 1994 1993 ---- ---- Common stock $ 38,853 358,221 ------ ------- Mutual funds: Mercantile Collective GIC Fund 26,781 18,588 Vanguard Index Trust 500 Beneficial Interest 3,840 26,389 Mercantile Arch Fund Balanced Portfolio (25,303) 12,539 ------ ------- Total mutual funds 5,318 57,516 ------ ------- $ 44,171 415,737 ====== ======= Schedule 1 A. P. GREEN HOURLY INVESTMENT PLAN Investments at End of Plan Year December 31, 1994 Par value or number Fair of shares Description of investment Cost value - --------- ------------------------- ---- ----- 70,783 Common stocks - A. P. Green Industries, Inc.* $ 981,492 1,309,485 ======= --------- --------- Mutual funds: 41,674 Mercantile Collective GIC Fund 478,647 537,429 58,888 Mercantile Arch Fund Balanced Portfolio 586,282 564,148 - ------- --------- --------- 100,562 Total mutual funds 1,064,929 1,101,577 ======= --------- --------- 720,250 Short-term investments - money market funds 720,250 720,250 ======= --------- --------- $2,766,671 3,131,312 ========= ========= * Represents an allowable party-in-interest transaction. See accompanying independent auditors' report. Schedule 2 A. P. GREEN HOURLY INVESTMENT PLAN Reportable Transactions Year ended December 31, 1994
Expense Net incurred Cost Value on gain Identity of Description of Purchase Selling Lease with of transaction or party involved transaction price price rental transaction assets date (loss) - -------------- ----------- ----- ----- ------ ----------- ------ ---- ------ Common stock fund: Kidder, Peabody Purchases and sales of A.P. Green Industries, Inc. common stock* $ 252,077 $ 22,295 - - $ 16,686 - $ 5,609 Trustee Purchases and sales of Arch Fund, Inc. Class A shares 418,829 296,599 - - 296,599 - - Fixed income fund: Trustee Purchases and sales of Arch Fund, Inc. Class A shares 524,441 151,188 - - 151,188 - - Trustee Purchases and sales of Mercantile Collective GIC Fund 167,292 3,539 - - 3,161 - 378 Equity fund: Trustee Purchases and sales of Arch Money Market Fund 900,618 895,405 - - 895,405 - - Trustee Purchases and sales of Vanguard Index Trust 500 Beneficial Interest Portfolio 226,623 706,388 - - 658,088 - 48,300 Balanced fund: Trustee Purchases and sales of Arch Fund, Inc. Class A shares 406,803 197,209 - - 197,209 - - Trustee Purchases and sales of Mercantile Arch Fund Balanced Portfolio Trust Shares 181,172 36,338 - - 37,040 - (702) ---------- ---------- ----- ----- ---------- ----- ------- $3,077,855 $2,308,961 - - $2,255,376 - $53,585 ========== ========== ===== ===== ========== ===== ======= * Represents allowable party-in-interest transactions Certain individually reportable transactions have been aggregated. See accompanying independent auditors' report.
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 June 30, 1995 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 EX-24 2 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 19, 1995, relating to the statements of assets available for plan benefits, with fund information of A. P. Green Hourly Investment Plan as of December 31, 1994 and 1993, and the related statements of changes in assets available for plan benefits, with fund information for the years ended December 31, 1994 and 1993 which report appears in the 1994 Annual Report on Form 11-K of A. P. Green Hourly Investment Plan. /s/ KPMG Peat Marwick LLP St. Louis, Missouri June 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----