SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the year ended December 31, 1999
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from_____________ to_______________
Commission file number: 333-33051
A. Full title and address of the plan, if different from that of the issuer
named below:
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT MANAGEMENT EXPERIENCE PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Primex Technologies, Inc.
10101 Ninth Street North
St. Petersburg, FL 33716-3807
1
<PAGE>
REQUIRED INFORMATION
1. Not Applicable
2. Not Applicable
3. Not Applicable
4. The Primex Technologies, Inc. Retirement Investment Management Experience
Plan (the Plan) is subject to the requirements of the Employee Retirement
Income Security Act of 1974 (ERISA). Attached hereto as Appendix I is a
copy of the most recent financial statements and schedules of the Plan
prepared in accordance with the financial reporting requirements of ERISA.
Exhibits:
(23) Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee
(or other persons who administer the Plan) have duly caused this annual report
to be signed on its behalf by the undersigned hereto duly authorized.
Primex Technologies, Inc.
Retirement Investment Management
Experience Plan
Date: June 28, 2000 /s/ George H. Pain
------------------------------
Vice President, General Counsel and
Secretary
2
<PAGE>
APPENDIX I
Primex Technologies, Inc. Retirement Investment
Management Experience Plan
Audited Financial Statements and Supplemental Schedules
December 31, 1999 and December 31, 1998
Contents
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors' Report .........................................................................4
Audited Financial Statements
Statements of Net Assets Available for Benefits with Fund Information.................................5
Statement of Changes in Net Assets Available for Benefits with Fund Information.......................9
Notes to Financial Statements........................................................................11
Supplemental Schedules
Item 27a--Schedule of Assets Held for Investment Purposes.............................................19
Item 27d--Schedule of Reportable Transactions.........................................................20
</TABLE>
3
<PAGE>
Independent Auditors' Report
----------------------------
Plan Administrator
Primex Technologies, Inc.
Retirement Investment Management
Experience Plan:
We have audited the accompanying statements of net assets available for benefits
of Primex Technologies, Inc. Retirement Investment Management Experience Plan as
of December 31, 1999 and the related statements of changes in net assets
available for benefits for the year then ended and the schedules of assets held
for investment purposes and of reportable transactions as of and for the year
ended December 31, 1999. These financial statements and schedules are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audit. The
financial statements and schedules of Primex Technologies, Inc. Retirement
Investment Management Experience Plan as of December 31, 1998 were audited by
other auditors whose report dated June 17, 1999, expressed an unqualified
opinion on those statements.
We conducted our audit 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 audit provides 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 Primex
Technologies, Inc. Retirement Investment Management Experience Plan as of
December 31, 1999, and the changes in its net assets available for benefits for
the year then ended in conformity with generally accepted accounting principles.
/s/ Kirkland, Russ, Murphy & Tapp
June 7, 2000
4
<PAGE>
PRIMEX TECHNOLOGIES, INC. RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1999
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------------
Wachovia Wachovia Dodge BGI Columbia Norwest American
Money Fixed & Cox Equity Large Cap Small Cap Funds
Market Income Balanced Index Equity Equity EuroPacific
Fund Fund Fund Fund H Fund Fund Fund
-------- -------- -------- ------- --------- --------- -----------
ASSETS
------
Investments at fair value:
<S> <C> <C> <C> <C> <C> <C> <C>
Money market fund $ 6,593,625 230,608 34,371 56,407 714 16,873 10,846
Mutual funds - 6,740,560 13,241,071 20,271,618 11,243,115 5,002,385 5,552,798
Equity securities - - - - - - -
Participant loans - - - - - - -
--------- --------- ---------- ---------- ---------- --------- ---------
6,593,625 6,971,168 13,275,442 20,328,025 11,243,829 5,019,258 5,563,644
Receivables:
Employer contributions 10,558 5,469 295,836 33,955 19,213 10,338 10,211
Other - - 5,492 - - 49,822 -
--------- --------- ---------- ---------- ---------- --------- ---------
Total receivables 10,558 5,469 301,328 33,955 19,213 60,160 10,211
Cash (overdraft) 28,720 (55,186) (5,492) 11,957 59,452 (60,873) (21,329)
--------- --------- ---------- ---------- ---------- --------- ---------
Total assets 6,632,903 6,921,451 13,571,278 20,373,937 11,322,494 5,018,545 5,552,526
LIABILITIES
-----------
Accrued expenses 210 - - 40,606 50,514 - 1,182
--------- --------- ---------- ---------- ---------- --------- ---------
Net assets available for
benefits $ 6,632,693 6,921,451 13,571,278 20,333,331 11,271,980 5,018,545 5,551,344
========= ========= ========== ========== ========== ========= =========
See accompanying notes to financial statements and independent auditors' report. (continued)
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Employer
Participant Directed Directed
----------------------------------------------------------- --------
Olin Arch
Common Common Primex Primex
Stock Stock Common Participant Common
Fund Fund Stock Fund Loans Stock Fund Total
------ ------ ---------- ----------- ---------- -----
ASSETS
------
Investments at fair value:
<S> <C> <C> <C> <C> <C> <C>
Money market fund $ 231,328 91,247 919,605 - - 8,185,624
Mutual funds - - - - - 62,051,547
Equity securities 6,274,678 3,477,635 9,752,849 - 14,247,078 33,752,240
Participant loans - - - 3,690,678 - 3,690,678
--------- --------- ---------- --------- ---------- -----------
6,506,006 3,568,882 10,672,454 3,690,678 14,247,078 107,680,089
Receivables:
Employer contributions - - 20,398 - - 405,978
Other - - - - - 55,314
--------- --------- ---------- --------- ---------- -----------
Total receivables - - 20,398 - - 461,292
Cash (overdraft) (8,101) 429 (10,277) 30 - (60,670)
--------- --------- ---------- --------- ---------- -----------
Total assets 6,497,905 3,569,311 10,682,575 3,690,708 14,247,078 108,080,711
LIABILITIES
-----------
Accrued expenses - - - - - 92,512
--------- --------- ---------- --------- ---------- -----------
Net assets available for
benefits $ 6,497,905 3,569,311 10,682,575 3,690,708 14,247,078 107,988,199
========= ========= ========== ========= ========== ===========
</TABLE>
See accompanying notes to financial statements and independent auditors' report.
6
<PAGE>
PRIMEX TECHNOLOGIES, INC. RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------------
Wachovia Wachovia Dodge BGI Columbia Norwest American
Money Fixed & Cox Equity Large Cap Small Cap Funds
Market Income Balanced Index Equity Equity EuroPacific
Fund Fund Fund Fund H Fund Fund Fund
------------ ---------- ---------- ----------- ---------- ---------- ------------
ASSETS
------
Investments at fair value:
<S> <C> <C> <C> <C> <C> <C> <C>
Money market fund $ 4,602,870 227,925 - - - - -
Mutual funds - 8,036,732 8,658,386 17,042,767 8,460,251 4,537,271 2,979,240
Equity securities - - - - - - -
Participant loans - - - - - - -
--------- --------- --------- ---------- --------- --------- ---------
4,602,870 8,264,657 8,658,386 17,042,767 8,460,251 4,537,271 2,979,240
Receivables:
Employer contributions 8,546 4,883 334,857 32,102 15,505 10,787 7,064
Participant contributions 14,732 25,112 17,651 55,064 24,829 23,101 12,067
Other 41,524 - - - - - -
--------- --------- --------- ---------- --------- --------- ---------
Total Receivables 64,802 29,995 352,508 87,166 40,334 33,888 19,131
Cash (overdraft) 16,359 341 955 23,517 1,749 (570) 303
--------- --------- --------- ---------- --------- --------- ---------
Total assets 4,684,031 8,294,993 9,011,849 17,153,450 8,502,334 4,570,589 2,998,674
LIABILITIES
-----------
Accrued expenses 5,408 - - - - 23,101 -
Payable for securities
purchased - - 18,606 78,581 26,578 (570) 12,370
--------- --------- --------- ---------- --------- --------- ---------
Total liabilities 5,408 - 18,606 78,581 26,578 22,531 12,370
--------- --------- --------- ---------- --------- --------- ---------
Net assets available for
benefits $ 4,678,623 8,294,993 8,993,243 17,074,869 8,475,756 4,548,058 2,986,304
========= ========= ========= ========== ========= ========= =========
See accompanying notes to financial statements and independent auditors' report. (continued)
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Employer
Participant Directed Directed
------------------------------------------ --------
Olin
Common Primex Primex
Stock Common Participant Common
Fund Stock Fund Loans Stock Fund Total
------ ---------- ----------- ---------- -----
ASSETS
------
Investments at fair value:
<S> <C> <C> <C> <C> <C>
Money market fund $ 429,664 965,096 19 - 6,225,574
Mutual funds - - - - 49,714,647
Equity services 11,096,716 9,265,629 - 12,753,112 33,115,457
Participant loans - - 3,277,293 - 3,277,293
---------- ---------- --------- ---------- ----------
11,526,380 10,230,725 3,277,312 12,753,112 92,332,971
Receivables:
Employer contributions - 22,787 - 74,170 510,701
Participant contributions - 44,166 - - 216,722
Other - - - - 41,524
---------- ---------- --------- ---------- ----------
Total receivables - 66,953 - 74,170 768,947
Cash (overdraft) (9,324) (6,757) - - 26,573
---------- ---------- --------- ---------- ----------
Total assets 11,517,056 10,290,921 3,277,312 12,827,282 93,128,491
LIABILITIES
-----------
Accrued expenses - - - - 28,509
Payable for securities
purchased - - - - 135,565
---------- ---------- --------- ---------- ----------
Total liabilities - - - - 164,074
---------- ---------- --------- ---------- ----------
Net assets available for
benefits $ 11,517,056 10,290,921 3,277,312 12,827,282 92,964,417
========== ========== ========= ========== ==========
</TABLE>
See accompanying notes to financial statements and independent auditors' report.
8
<PAGE>
PRIMEX TECHNOLOGIES, INC. RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year Ended December 31, 1999
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------------
Wachovia Wachovia Dodge BGI Columbia Norwest American
Money Fixed & Cox Equity Large Cap Small Cap Funds
Market Income Balanced Index Equity Equity EuroPacific
Fund Fund Fund Fund H Fund Fund Fund
--------- ----------- ---------- ----------- ---------- ---------- ------------
Additions to net assets:
Investment income:
<S> <C> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 296,781 455,457 1,291,073 8 649,818 1,658 195,232
Net realized and unrealized
appreciation (depreciation)
on investments 57,175 (528,722) (42,201) 3,561,300 1,617,526 748,947 1,638,318
---------- --------- ---------- ---------- ---------- --------- ---------
353,956 (73,265) 1,248,872 3,561,308 2,267,344 750,605 1,833,550
Contributions:
Employer - retirement 73,324 49,054 3,106,978 291,828 160,839 80,290 65,981
Employer - 401k match - - - - - - -
Participant 377,265 615,682 1,417,032 1,698,774 889,218 566,020 380,346
Rollovers 628,676 137,567 302,965 360,484 211,944 85,760 91,689
---------- --------- ---------- ---------- ---------- --------- ---------
Total additions 1,433,221 729,038 6,075,847 5,912,394 3,529,345 1,482,675 2,371,566
---------- --------- ---------- ---------- ---------- --------- ---------
Deductions from net assets:
Benefit payments 1,138,863 952,613 1,164,637 2,518,242 951,334 502,946 360,509
Administrative expenses 23,131 30,513 30,747 26,630 216 (8,792) 29
---------- --------- ---------- ---------- ---------- --------- ---------
Total deductions 1,161,994 983,126 1,195,384 2,544,872 951,550 494,154 360,538
Net increase (decrease) before
interfund transfers 271,227 (254,088) 4,880,463 3,367,522 2,577,795 988,521 2,011,028
Net interfund transfers 1,682,843 (1,119,454) (302,428) (109,060) 218,429 (518,034) 554,012
---------- --------- ---------- ---------- ---------- --------- ---------
Net increase (decrease) 1,954,070 (1,373,542) 4,578,035 3,258,462 2,796,224 470,487 2,565,040
Net assets available for benefits
at beginning of year 4,678,623 8,294,993 8,993,243 17,074,869 8,475,756 4,548,058 2,986,304
---------- --------- ---------- ---------- ---------- --------- ---------
Net assets available for benefits
at end of year $ 6,632,693 6,921,451 13,571,278 20,333,331 11,271,980 5,018,545 5,551,344
========== ========= ========== ========== ========== ========= =========
See accompanying notes to financial statements and independent auditors' report. (continued)
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Employer
Participant Directed Directed
-------------------------------------------------------- --------
Olin Arch
Common Common Primex Primex
Stock Stock Common Participant Common
Fund Fund Stock Fund Loans Stock Fund Total
------ ------ ---------- ----------- ---------- -----
Additions to net assets:
Investment income:
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 332,834 110,965 (78,145) 308,014 463,904 4,027,599
Net realized and unrealized
appreciation (depreciation)
on investments (60,927) 384,217 (195,905) - (316,144) 6,863,584
----------- --------- ---------- --------- ---------- ----------
271,907 495,182 (274,050) 308,014 147,760 10,891,183
Contributions:
Employer - retirement - - 83,048 - - 3,911,342
Employer - 401k match - - - - 2,781,151 2,781,151
Participant - - 1,291,537 29 - 7,235,903
Rollovers - - 291,774 - - 2,110,859
----------- --------- ---------- --------- ---------- ----------
Total additions 271,907 495,182 1,392,309 308,043 2,928,911 26,930,438
----------- --------- ---------- --------- ---------- ----------
Deductions from net assets:
Benefit payments 633,609 389,238 1,163,081 324,224 1,611,962 11,711,258
Administrative expenses 30,392 185 3,170 - 59,177 195,398
----------- --------- ---------- --------- ---------- ----------
Total deductions 664,001 389,423 1,166,251 324,224 1,671,139 11,906,656
Net increase (decrease) before
interfund transfers (392,094) 105,759 226,058 (16,181) 1,257,772 15,023,782
Net interfund transfers (4,627,057) 3,463,552 (32,707) 429,577 360,327 -
----------- --------- ---------- --------- ---------- ----------
Net increase (decrease) (5,019,151) 3,569,311 193,351 413,396 1,618,099 15,023,782
Net assets available for benefits
at beginning of year 11,517,056 - 10,290,921 3,277,312 12,827,282 92,964,417
----------- --------- ---------- --------- ---------- ----------
Net assets available for benefits
at end of year $ 6,497,905 3,569,311 10,484,272 3,690,708 14,445,381 107,988,199
========== ========= ========== ========= ========== ===========
</TABLE>
See accompanying notes to financial statements and independent auditors' report.
10
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of Plan
-------------------
The following description of the Primex Technologies, Inc. Retirement
Investment Management Experience Plan (Plan) provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
(a) General
-------
The Plan is a defined contribution plan covering all employees
of Primex Technologies, Inc. (Company). Employees covered by a
collective bargaining agreement are not eligible to share in
profit-sharing or other discretionary Company contribution
features of the Plan. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan was amended effective October 1, 1998 to allow
eligible non-bargaining employees hired on or after October 1,
1998 to automatically become participants in the Plan and have
3% of their compensation deducted from their pay and
contributed to the Plan, unless they elect out of making this
automatic contribution or elect a different rate of
contribution. This automatic enrollment and contribution
feature does not apply to collectively bargained employees,
unless the collective bargaining agreement covering them so
provides.
On November 6, 1998, the Company acquired CMS, Inc. (which was
subsequently merged into its wholly owned subsidiary Hitech
Holdings, Inc.) and Defense Research, Incorporated (Hitech
Holdings, Inc. and Defense Research, Incorporated,
collectively referred to as CMS). Effective November 1, 1998,
the Plan was amended to allow employees who were employed by
CMS as of November 6, 1998 and previously making salary
reduction contributions under a 401(k) plan sponsored by CMS
(CMS 401(k) plan) to make salary deferrals into the Plan at
the rates being made under the CMS 401(k) plan unless such
participants elected to change or cease making such
contributions. CMS employees who were not contributing to the
former CMS 401(k) plan became subject to the automatic 3%
contribution feature effective as of January 1, 1999.
As of February 8, 1999, the specialty chemicals business of
Olin Corporation (Olin) was spun-off into a new
publicly-traded company known as Arch Chemicals, Inc. A stock
dividend was issued to shareholders of Olin common stock as of
the record date, February 1, 1999, in an amount equal to one
share of Arch common stock for each two shares of Olin common
stock held on February 1, 1999. These shares are reflected in
the Arch Common Stock Fund.
(continued)
11
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Notes to Financial Statements - Continued
(1) Description of Plan - Continued
-------------------------------
(b) Contributions
-------------
Each year, participants may contribute up to 15% of pre-tax
annual compensation or 18% of after-tax compensation, as
defined in the Plan. Participants may also contribute amounts
representing distributions from other qualified defined benefit
or defined contribution plans. The Company 401(k) matching
contributions are 50% of the first 6% of compensation that a
participant contributes to the Plan. Company 401(k) matching
contributions are made to the Primex Common Stock Fund and
cannot be directed by participants.
Under the Plan, the Company provides for an age weighted
retirement contribution to non-bargaining employees of the
Company. In 1999 and 1998, the Company made discretionary
retirement contributions of $3,911,342 and $4,103,056,
respectively, to the Plan. These contributions were allocated
to participants based on age and compensation levels as
defined by the Plan. Participants may direct retirement
contributions to any investment option. Former CMS employees
are not currently eligible to participate in discretionary
retirement contributions.
(c) Participant Accounts
--------------------
Each participant's account is credited with the participant's
contributions and allocations of (a) the Company's
contributions and (b) Plan earnings, and is charged with a
monthly administrative expense of $3.50. Allocations are based
on participant earnings or account balances, as defined.
Forfeited balances of terminated participants' nonvested
accounts are used to reduce future Company contributions. The
benefit to which a participant is entitled is the benefit that
can be provided from the participant's account.
(d) Vesting
-------
Participants are immediately vested in their contributions,
plus actual earnings thereon and become fully vested in all
Company contributions following two full years of employment.
(continued)
12
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Notes to Financial Statements - Continued
(1) Description of Plan - Continued
-------------------------------
(e) Investment Options
------------------
Upon enrollment in the Plan, a participant may direct employee
contributions to any of the following investment options with
the exception of the Olin Common Stock Fund and the Arch
Common Stock Fund. Options are listed by registered fund name
followed by the fund name used by the Plan, in parentheses.
Participants may change their investment options daily.
Wachovia Short-Term Investment Fund (Wachovia Money Market
Fund) - This money market fund invests in high-quality
financial instruments, including commercial paper, demand
notes, time deposits and certificates of deposit with an
average maturity of approximately 30 days.
Wachovia Fixed Income Fund (Wachovia Fixed Income Fund) - This
fund invests in high-grade fixed income obligations, including
those of the U.S. Government and its agencies, corporate debt,
mortgage pools, asset-backed securities and money market
instruments. The average maturity ranges from six to ten
years.
Dodge & Cox Balanced Fund (Dodge & Cox Balanced Fund) - This
fund seeks income, conservation of principal and long-term
growth of principal and income. The fund may invest up to 75%
of its assets in common stocks and convertible securities.
Prospective earnings and dividends are major considerations in
these purchases. Individual securities are selected with
regard to financial strength and economic background. The fund
may invest the balance of its assets in investment-grade,
fixed income securities.
BGI Barclays Global Investors Fund H (BGI Equity Index Fund H)
- This fund seeks to replicate the return of the Standard &
Poor's 500 Composite Stock Index. The fund invests in the same
securities as the S & P 500 index, a widely accepted benchmark
composed of industrial, utility, financial and transportation
stocks.
Columbia Common Stock Fund, Inc. (Columbia Large Cap Equity
Fund) - This fund seeks to provide growth of capital and
dividend income for shareholders. The fund invests in a
diverse portfolio of common stocks of the largest 250
companies in the United States. Securities selection is based
on a number of factors, including financial strength of the
companies, ability of management, earnings growth and profit
margins.
(continued)
13
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Notes to Financial Statements - Continued
(1) Description of Plan - Continued
-------------------------------
(e) Investment Options - Continued
------------------------------
Norwest Small Company Growth Advantage (Norwest Small Cap
Equity Fund) - This fund seeks to provide long-term capital
appreciation. The fund invests primarily in the common stock
of small and medium-sized domestic companies that are either
growing rapidly or completing a period of significant change.
Up to 10% of the fund's assets may be invested in the common
stock of small and medium sized foreign companies.
EuroPacific Growth Fund (American Funds EuroPacific Fund) -
This fund seeks to provide long-term capital appreciation
through international diversification. The fund invests in
stocks issued by companies in Europe or the Pacific Basin.
Olin Corporation Common Stock (Olin Common Stock Fund) - This
fund is invested in the common stock of Olin Corporation,
although a small portion of the fund may be held in cash
equivalents in order to facilitate cash withdrawals. No new
contributions may be invested in, or transferred to, this
fund. Transfers out of this fund are permitted but restricted
to the Primex Common Stock Fund for any company matching
contributions. Dividends received are invested in Primex
Common Stock Fund.
Arch Chemicals, Inc. Common Stock Fund (Arch Common Stock
Fund)- This fund is invested in common stock of Arch
Chemicals, Inc., although a small portion of the fund may be
held in cash equivalents in order to facilitate cash
withdrawals. No new contributions may be invested in, or
transferred to, this fund. Transfers out of this fund are
permitted but restricted to the Primex Common Stock Fund for
any Company matching contributions. Dividends received are
invested in Primex Common Stock Fund.
Primex Technologies, Inc. Common Stock (Primex Common Stock
Fund) - This fund is invested in common stock of the Company,
although a small portion of the fund may be held in cash
equivalents in order to facilitate cash withdrawals.
(continued)
14
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Notes to Financial Statements - Continued
(1) Description of Plan - Continued
-------------------------------
(f) Participant Loans
-----------------
Participants may borrow from their fund accounts a minimum of
$500 up to a maximum of $50,000 or 50% of their vested account
balance excluding that portion of a participant's account
attributable to Company discretionary retirement
contributions. Loan transactions are treated as a transfer
from (to) the investment fund to (from) the loan fund. Loan
terms range from one to five years. Participant account
balances are reduced by the amount of the loan and bear
interest at a rate commensurate with local prevailing rates as
determined by the Plan administrator. Interest rates during
the 1999 Plan year ranged from 8.75% - 10.0%. Principal and
interest is paid back to the participants account through
payroll.
(g) Payment of Benefits
-------------------
Upon termination of service, disability, retirement or death,
a participant or beneficiary may receive a lump-sum amount
equal to the vested value of his or her account. Amounts not
attributable to Company discretionary retirement contributions
may be taken in annual installments over a period not to
exceed the life expectancy of the participant and/or the life
expectancy of the beneficiary.
(2) Summary of Significant Accounting Policies
------------------------------------------
(a) Investment Valuation and Income Recognition
-------------------------------------------
The Plan's investments are stated at fair value. The shares of
registered investment companies are valued at quoted market
prices which represent the net asset values of shares held by
the Plan at year end. Securities traded on a national
securities exchange are valued at the last reported sales
price on the last business day of the Plan year. The
participant notes receivable are valued at their outstanding
balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
(b) Benefits Paid
-------------
The Plan records benefits as they are paid to participants and
does not accrue benefits prior to payment. As of December 31,
1999 and 1998 participants elected distributions in the
amounts of $198,104 and $36,185, respectively, that had not
yet been paid.
(continued)
15
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Notes to Financial Statements - Continued
(2) Summary of Significant Accounting Policies - Continued
------------------------------------------------------
(c) Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates that affect the amounts reported in the
financial statements and accompanying notes. Actual results
could differ from those estimates.
(3) Investments
-----------
The Plan's investments are held by a bank-administered trust fund and
are presented in the following table:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Wachovia Short-Term Investment Fund $ 8,185,624 4,602,870
Wachovia Fixed Income Fund 6,740,560 8,264,657
Dodge & Cox Balanced Fund 13,241,071 8,658,386
BGI Barclays Global Investors Fund H 20,271,618 17,042,767
Columbia Common Stock Fund, Inc. 11,243,115 8,460,251
Norwest Small Company Growth Advantage 5,002,385 4,537,271
EuroPacific Growth Fund 5,552,798 2,979,240
Olin Common Stock Fund 6,274,678 11,526,380
Arch Common Stock Fund 3,477,635 -
Primex Common Stock Fund 23,999,927 22,983,837
Participant loans 3,690,678 3,277,312
----------- -----------
Total investments at fair value $ 107,680,089 92,332,971
=========== ==========
</TABLE>
(4) 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. In the event
of Plan termination, all participants will become 100% vested in their
accounts.
(continued)
16
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Notes to Financial Statements - Continued
(5) Differences Between the Financial Statements and the Form 5500
--------------------------------------------------------------
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Net assets available for benefits per the financial
statements $ 107,988,199 92,964,417
Add contributions receivable at beginning of
year per the financial statements - 381,766
Less contributions receivable at end of year per
the financial statements - (727,423)
Add benefit payments accrual at end of year per
Form 5500 - 36,185
Less benefit payments accrual at beginning of
year per Form 5500 - (124,538)
Other - (203,795)
----------- ----------
Net assets available for benefits per the Form 5500 $ 107,988,199 92,326,612
=========== ==========
</TABLE>
The following is a reconciliation of contributions per the financial
statements to the Form 5500:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Contributions per the financial statements $ 16,039,255 13,647,196
Add contributions receivable at beginning of year
per the financial statements 727,423 381,766
Less contributions receivable at end of year
per the financial statements (405,978) (727,423)
Other 24,212 (62,952)
----------- ----------
Contributions per the Form 5500 $ 16,384,912 13,238,587
=========== ==========
</TABLE>
Contributions relating to 1998 that had not been paid prior to year end
are recorded on the financial statements but not on the Form 5500.
The following is a reconciliation of benefit payments per the financial
statements to the Form 5500 for the year ending December 31, 1999:
<TABLE>
<CAPTION>
<S> <C>
Benefit payments per the financial statements $ 11,711,258
Less benefit payments accrual at beginning of
1998 per Form 5500 (124,538)
Add benefit payments accrual at end of 1998
per Form 5500 36,185
Other (203,795)
-----------
Benefit payments per the Form 5500 $ 11,419,110
===========
</TABLE>
At December 31, 1998, accruals for benefit payments paid after year end
are recorded on the Form 5500 and are not recorded on the financial
statements. (continued)
17
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Notes to Financial Statements - Continued
(6) Income Tax Status
-----------------
The Plan has received a determination letter from the Internal Revenue
Service dated June 29, 1998, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (Code) and, therefore, the
related trust is exempt from taxation. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its
qualification. The Plan administrator believes the Plan is being
operated in compliance with the applicable requirements of the Code
and, therefore, believes the Plan is qualified and the related trust is
tax exempt.
(7) Transactions with Parties-In-Interest
-------------------------------------
During 1999, the Plan received $329,621 in common stock dividends from
the Company.
Fees paid by the Plan during the year for legal, accounting and other
services rendered by parties-in-interest were based on customary and
reasonable rates for such services. The Company pays a portion of the
administrative expenses of the Plan.
During 1999, the Company approved a two-for-one stock split with a
record date of February 22, 1999 and a subsequent stock dividend
payment date of March 22, 1999.
(8) Subsequent Events
-----------------
Effective March 1, 2000, Dreyfus Retirement Services Corporation
(Dreyfus) became the record keeper and Boston Safe Deposit and Trust
Company became the trustee for the Plan. As a result, assets in the
Plan, with the exception of the common stock funds, were transferred to
new investment options offered by Dreyfus.
Effective January 1, 2000, Primex revised the funding policy for the
Company retirement contribution from monthly to annually. Contributions
for the year 2000 will be credited to participant accounts in January
2001 based on the participants age as of January 1, 2000 and their year
2000 wages. Additionally, the Company eliminated participant quarterly
transaction fees and initiated a $50 loan fee for all new loans taken
after March 1, 2000. The loan feature in the Plan was also changed to a
maximum of two outstanding loans per participant.
18
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
Employer Identification Number: 06-1458069
Plan Number: 001
December 31, 1999
<TABLE>
<CAPTION>
Identity of issuer, Description of investment including
borrower, lessor, maturity date, rate of Cost of Current
or similar party interest or collateral Shares acquisitions value
------------------------ --------------------------------------- ----------------- ------------ -----------
<S> <C> <C> <C> <C>
Wachovia Short-Term
Investment Fund Money Market Fund 8,185,624 $ 8,185,624 8,185,624
Wachovia Fixed Income
Fund Mutual Fund 11,499.8945 6,782,185 6,740,560
Dodge & Cox Balanced
Fund Mutual Fund 201,507.7050 13,533,188 13,241,071
BGI Equity Index Fund
H Mutual Fund 498,522.13 12,800,431 20,271,618
Columbia Common Stock
Fund, Inc. Mutual Fund 389,035.1310 8,903,383 11,243,115
Wells Fargo FDS Small
Company Growth Mutual Fund 156,178.1070 4,671,709 5,002,385
EuroPacific Growth Fund Mutual Fund 130,164.0430 4,080,696 5,552,798
Olin Corporation Common stock 316,703 4,278,398 6,274,678
Arch Chemicals, Inc. Common stock 166,096 2,725,180 3,477,635
* Primex Technologies, Inc. Common stock 1,156,623 16,838,948 23,999,927
Participant loans 6.5% - 10.5% - 3,690,678 3,690,678
--------- ---------
$ 86,490,420 107,680,089
========== ===========
</TABLE>
* Indicates parties-in-interest to the Plan.
19
<PAGE>
PRIMEX TECHNOLOGIES, INC.
RETIREMENT INVESTMENT
MANAGEMENT EXPERIENCE PLAN
Item 27d- Schedule of Reportable Transactions
Employer Identification Number: 06-1458069
Plan Number: 001
Year Ended December 31, 1999
<TABLE>
<CAPTION>
Identity of Cost Current Value
Party Purchase Selling of of Asset on Net Gain
Involved Description of Asset Price Price Asset Transaction Date or (loss)
-------------------- ------------------------------- --------- ------- ----- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
American Funds Group American Funds EuroPacific Fund $ 3,256,852 - 3,256,852 3,256,852 -
American Funds Group American Funds EuroPacific Fund - 2,321,614 1,964,691 2,321,614 356,923
BGI Barclays Global BGI Equity Index Fund H 4,605,855 - 4,605,855 4,605,855 -
BGI Barclays Global BGI Equity Index Fund H - 4,938,342 3,294,377 4,938,342 1,643,965
Columbia Funds Columbia Large Cap Equity Fund 3,301,067 - 3,301,067 3,301,067 -
Columbia Funds Columbia Large Cap Equity Fund - 2,135,671 1,742,669 2,135,671 393,002
Dodge and Cox Funds Dodge and Cox Balanced Fund 6,834,183 - 6,834,183 6,834,183 -
Dodge and Cox Funds Dodge and Cox Balanced Fund - 2,209,296 2,158,131 2,209,296 51,165
Norwest Advantage Funds Norwest Small Cap Equity Fund 6,337,053 - 6,568,085 6,337,053 -
Norwest Advantage Funds Norwest Small Cap Equity Fund - 6,621,029 7,169,606 6,621,662 (548,577)
Primex Technologies Primex Common Stock Fund 4,467,489 - 4,467,489 4,467,489 -
Primex Technologies Primex Common Stock Fund - 1,974,298 1,232,636 1,974,298 741,662
Wachovia Wachovia Money Market Fund 41,406,362 - 41,406,362 41,406,362 -
Wachovia Wachovia Money Market Fund - 39,654,284 39,654,284 39,654,284 -
</TABLE>
20
