-----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, WL8NvRx1AtqhP27fPkaspu+rAUadTtLCO0IRo5iIo36kP9EeOqLo2Vl1tz/astdt UxjfuIr+qK//QGD9X+Li/A== 0000888918-98-000014.txt : 19980629 0000888918-98-000014.hdr.sgml : 19980629 ACCESSION NUMBER: 0000888918-98-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 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: SEC FILE NUMBER: 000-20490 FILM NUMBER: 98654555 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 SIP 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------------- FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PLAN YEAR ENDED DECEMBER 31, 1997 (NO FEE REQUIRED) [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number -- 0-20490 ------------------------------- A. Full title of the plan and address of the plan, if different from that of the issuer name below: The Carbide/Graphite Group, Inc. Savings Investment Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: The Carbide/Graphite Group, Inc. One Gateway Center, 19th Floor Pittsburgh, PA 15222 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, 1997 .................. 3 Statement of Net Assets Available for Plan Benefits with Fund Information as of December 31, 1996 .................. 4 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the year ended December 31, 1997...... 5 Notes to Financial Statements...................................... 6 - 9 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997......................................... 10 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1997............................ 11 1 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of the Carbide/Graphite Group Inc.: We have audited the accompanying statements of net assets available for benefits of the Carbide/Graphite Group Inc., Savings Investment Plan as of December 31, 1997 and 1996 and the related statements of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of 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 Carbide/Graphite Group Inc., Savings Investment Plan as of December 31, 1997 and 1996 and the changes in net assets available for benefits for the year 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 schedule of assets held for investment purposes and the supplemental 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 statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedule 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 June 19, 1998 2 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION December 31, 1997
George Putnam Putnam Fund Putnam Guaranteed Fund For Putnam Putnam New Income Loan Of Growth & Income Voyager Opportunities Fund Fund Boston Income Fund Fund Fund ------------------------------------------------------------------------------------------ Investments, at value (Note 3) $10,000,929 $2,178,463 $3,049,763 $10,193,612 $2,313,607 $5,891,144 $7,502,099 ------------------------------------------------------------------------------------------ Net assets available for benefits $10,000,929 $2,178,463 $3,049,763 $10,193,612 $2,313,607 $5,891,144 $7,502,099 ==========================================================================================
Carbide/ Putnam Graphite International Common Growth Stock Fund Fund Total ---------------------------------------- Investments, at value (Note 3) $1,992,477 $3,623,838 $46,745,932 ---------------------------------------- Net assets available for benefits $1,992,477 $3,623,838 $46,745,932 ======================================== The accompanying notes are an integral part of the financial statements. 3 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION December 31, 1996
George Putnam Putnam Fund Putnam Guaranteed Fund For Putnam Putnam New Income Loan Of Growth & Income Voyager Opportunities Fund Fund Boston Income Fund Fund Fund ------------------------------------------------------------------------------------------ Investments, at value (Note 3) $9,520,705 $1,889,150 $ 2,626,242 $8,625,760 $2,746,749 $4,894,682 $5,849,858 ------------------------------------------------------------------------------------------ Net assets available for benefits $9,520,705 $1,889,150 $ 2,626,242 $8,625,760 $2,746,749 $4,894,682 $5,849,858 ==========================================================================================
Carbide/ Putnam Graphite International Common Growth Stock Fund Fund Total ---------------------------------------- Investments, at value (Note 3) $1,369,979 $814,077 $38,337,202 ---------------------------------------- Net assets available for benefits $1,369,979 $814,077 $38,337,202 ======================================== The accompanying notes are an integral part of the financial statements. 4 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, 1997
George Putnam Putnam Fund Putnam Guaranteed Fund For Putnam Putnam New Income Loan Of Growth & Income Voyager Opportunities Fund Fund Boston Income Fund Fund Fund ------------------------------------------------------------------------------------------ ADDITIONS: Interest and dividend income $ 687,642 $174,345 $288,049 $1,312,794 $158,130 $350,113 $165,074 Net appreciation (depreciation) in fair value of investments - - 255,396 533,812 25,871 768,275 1,113,834 Employer Contributions 296,991 - 137,338 419,386 90,875 354,831 457,904 Employee Contributions 226,196 - 137,898 430,559 84,313 358,523 474,210 -------------------------------------------------------------------------------------------- Total additions 1,210,829 174,345 818,681 2,696,551 359,189 1,831,742 2,211,022 -------------------------------------------------------------------------------------------- DEDUCTIONS: Withdrawals (1,520,869) (25,234) (138,952) (478,229) (134,203) (120,684) (110,616) -------------------------------------------------------------------------------------------- Total deductions (1,520,869) (25,234) (138,952) (478,229) (134,203) (120,684) (110,616) -------------------------------------------------------------------------------------------- Transfer for loans, net of 39,721 140,202 2,653 (53,764) (33,405) (34,763) (25,790) repayments Inter-fund transfers 750,543 - (258,861) (596,706) (624,723) (679,833) (422,375) -------------------------------------------------------------------------------------------- Net change in fund balance 480,224 289,313 423,521 1,567,852 (433,142) 996,462 1,652,241 Net assets available for benefits, beginning of plan year 9,520,705 1,889,150 2,626,242 8,625,760 2,746,749 4,894,682 5,849,858 -------------------------------------------------------------------------------------------- Net assets available for benefits, end of plan year $10,000,929 $2,178,463 $3,049,763 $10,193,612 $2,313,607 $5,891,144 $7,502,099 ============================================================================================
Carbide/ Putnam Graphite International Common Growth Stock Fund Fund Total ---------------------------------------- ADDITIONS: Interest and dividend income $118,965 - $3,255,112 Net appreciation (depreciation) in fair value of investments 120,987 $1,075,914 3,894,089 Employer Contributions 109,894 90,021 1,957,240 Employee Contributions 119,361 100,386 1,931,446 ----------------------------------------- Total additions 469,207 1,266,321 11,037,887 ----------------------------------------- DEDUCTIONS: Withdrawals (95,068) (5,302) (2,629,157) ------------------------------------------ Total deductions (95,068) (5,302) (2,629,157) ------------------------------------------ Transfer for loans, net of (1,518) (33,336) - repayments Inter-fund transfers 249,877 1,582,078 - ------------------------------------------ Net change in fund balance 622,498 2,809,761 8,408,730 Net assets available for benefits, beginning of plan year 1,369,979 814,077 38,337,202 ------------------------------------------ Net assets available for benefits, end of plan year $1,992,477 $3,623,838 $46,745,932 ========================================== The accompanying notes are an integral part of the financial statements 5 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 of Carbide/Graphite Group, Inc., 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. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). 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. 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 Putnam Investments. 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 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 requires the plan administrator to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period, and, when applicable, the disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of mutual funds and other investment securities. These investments are exposed to various risks, such as interest rate, market and credit risk. It is at least reasonably possible that changes in risks, in the near term would materially affect participant account balances and the amounts reported in the statement of net assets available for plan benefits during the reporting period. Investment Valuation Investments in guaranteed investment contracts in the Guaranteed Income Fund are stated at contract value, which approximates fair 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, 1997 and 1996 ranged from 6.95% to 7.00%, respectively. The average yield on outstanding contracts during the years ended December 31, 1997 and 1996 was approximately 6.95% and 6.97%, respectively. Other investments in the Guaranteed Income Fund are stated at cost, which approximates market value. Investments in the George Putnam Fund of Boston, Putnam Fund for Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New Opportunities Fund, Putnam International Growth Fund, and Carbide/Graphite Common Stock Fund are valued based on the market values of the underlying investments in these funds. The net appreciation (depreciation) in fair value of investments represents the net realized and unrealized gain or loss in the underlying investments of these Funds. 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, 1997 and 1996. 7 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS--Continued The gain or loss on the sale of investments is based on the actual cost of the particular securities. Net Appreciation in Fair Value of Investments The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of investments, which consists of realized gains and losses from sales of investments, and, in accordance with the policy of stating investments at fair value, the unrealized appreciation (depreciation) on the fair value of its investments. In the normal course of business, the Plan enters into financial instrument transactions. Market risk arises from the possibility that market changes, including interest rate movements, may make financial instruments less valuable. Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of a contract. The Plan has control procedures regarding the transactions with specific counterparties, the manner in which transactions are settled and the ongoing assessment of counterparty creditworthiness. The Plan's exposure to accounting loss in the event of nonperformance of the other party to the financial instrument is represented by the amounts recorded on the statement of net assets available for benefits. 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 the fund as of December 31, 1997: George Putnam Fund of Invests in a diversified portfolio Boston of stocks and bonds. Putnam Fund for Growth Invests in a diversified portfolio of stocks and Income and fixed income securities. Putnam Income Fund Invests in government obligations and corporate debt securities. Putnam Voyager Fund Invests in government obligations and corporate debt securities. Putnam New Opportunities Invests in common stocks of companies within Fund certain emerging industry groups. Putnam International Invests in securities of companies located Growth Fund outside the United States and North America. Carbide/Graphite Common Invests in shares of The Carbide/Graphite Stock Fund Group, Inc. company stock. Guaranteed Income Fund Invests in guaranteed investment contracts with insurance companies and allows for excess cash to be invested in the Putnam Stable Value Fund. 8 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: George Putnam Fund of Boston $3,049,763 Putnam Fund for Growth and Income 10,193,612 Putnam New Opportunities Fund 7,502,099 Putnam Voyager Fund 5,891,144 Aetna Life Insurance Company Guaranteed Investment Contract 3,630,610 Aetna Life Insurance Company Guaranteed Investment Contract 5,823,955 The Carbide/Graphite Group, Inc. Common Stock 3,623,838 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, 1997, new participant loans were made in the amount of $1,048,748 which were partially offset by principal and interest payments of $1,363,307. 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 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997
(e) (a) (b) Identity of Issue, Borrower, (c) Description of investment including maturity date, (d) Market Lessor, or Similar Party rate or interest, collateral, par or maturity value Cost Value - ---------------------------------------------------------------------------------------------------------------------------------- The Carbide/Graphite Group, Inc. Loan Fund , Interest Rates 6.75 - 7.00% $ 2,178,463 $ 2,178,463 Putnam Investments George Putnam Fund Of Boston, 169,620 shares 2,805,799 3,049,763 Putnam Investments Putnam Fund for Growth & Income, 521,679 shares 9,604,215 10,193,612 Putnam Investments Putnam Income Fund, 325,402 shares 2,223,548 2,313,607 Putnam Investments Putnam Voyager Fund, 309,246 shares 5,283,862 5,891,144 Putnam Investments Putnam Stable Value Fund, 10,000,929 shares 10,000,929 10,000,929 Putnam Investments Putnam New Opportunities Fund, 154,206 shares 6,511,972 7,502,099 Putnam Investments Putnam International Growth Fund, 119,525 shares 1,815,590 1,992,477 The Carbide/Graphite Group, Inc. Carbide/Graphite Common Stock, 2,718,547 3,623,838 107,373 shares at $0.01 par value -------------------------- Total $ 43,142,925 $46,745,932 ==========================
10 THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
Number of Purchase Number of Sales Identity of Party Description of Assets Purchases Value Sales Proceeds - ----------------------------------------------------------------------------------------------------------------------------------- Putnam Investments George Putnam Fund of Boston 77 $1,157,436(1) 83 $ 989,311(1) Putnam Investments Putnam Fund For Growth & Income 138 4,786,299(1) 140 3,752,259(1) Putnam Investments Putnam Voyager Fund 97 1,742,120(1) 131 1,513,932(1) Putnam Investments Putnam Stable Value Fund 193 6,605,180(1) 146 6,124,956(1) Putnam Investments Putnam New Opportunities Fund 109 2,026,219(1) 127 1,487,812(1) Putnam Investments Carbide/Graphite Common Stock 112 2,915,052(1) 54 1,181,205(1)
Current Current Value of Value of Assets on Assets on Cost of Acquisition Disposal Net Identity of Party Description of Assets Assets Sold Date Date Gain/(Loss) - -------------------------------------------------------------------------------------------------------------------------- Putnam Investments George Putnam Fund of Boston $ 917,987 $ 1,157,436 $ 989,311 $ 71,324 Putnam Investments Putnam Fund For Growth & Income 3,470,872 4,786,299 3,752,259 281,387 Putnam Investments Putnam Voyager Fund 1,503,761 1,742,120 1,513,932 10,171 Putnam Investments Putnam Stable Value Fund 6,124,956 6,605,180 6,124,956 - Putnam Investments Putnam New Opportunities Fund 1,456,080 2,026,219 1,487,812 31,732 Putnam Investments Carbide/Graphite Common Stock 950,529 2,915,052 1,181,205 230,676
(1) Represents a series of transactions. 11 SIGNATURES 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, on June 25, 1998. THE CARBIDE/GRAPHITE GROUP, INC. SAVINGS INVESTMENT PLAN By: /s/ Walter E. Damian -------------------------------- Walter E. Damian Plan Adminstrator EX-1 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of The Carbide/Graphite Group, Inc. Savings Investment Plan on Form S-8, of our report dated June 19, 1997 on our audits of the financial statements of The Carbide/Graphite Group, Inc. Savings Investment Plan as of December 31, 1997 and 1996 and for the year ended December 31, 1997, included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand L.L.P. Pittsburgh, Pennsylvania June 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----