<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11 - K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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 333-22679
---------------------------------
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
---------------------------------
ZARING NATIONAL CORPORATION
11300 CORNELL PARK DRIVE, SUITE 500
CINCINNATI, OHIO 45242-1825
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Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
Financial Statements
As of December 31, 1999 and 1998
Together With Auditors' Report
<PAGE> 3
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
INDEX
--------------------------------------------------------------------------------
PAGE(S)
-------
Report of Independent Public Accountants 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4-7
Schedule of Assets Held for Investment Purposes at End of Year 8
<PAGE> 4
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
Report of Independent Public Accountants
----------------------------------------
To the Board of Directors of
Zaring National Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the ZARING NATIONAL CORPORATION RETIREMENT BENEFIT PLAN as of
December 31, 1999 and 1998 and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial statements
and the schedule, as listed in the accompanying index, are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 plan benefits of the Zaring
National Corporation Retirement Benefit Plan as of December 31, 1999 and 1998,
and the changes in its net assets available for plan benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States.
Our audits were made 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 at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is 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 supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
July 10, 2000
<PAGE> 5
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
Statements of Net Assets Available for Plan Benefits
As of December 31, 1999 and 1998
--------------------------------------------------------------------------------
1999 1998
---------- ----------
ASSETS
------
Cash and cash equivalents $ 3,601 $ 3,802
Investments, at market value (Note 2)-
Mutual funds 4,608,457 2,577,880
Common stock 286,243 341,493
Employer contribution receivable 961,735 773,112
Employee contribution receivable 27,591 17,895
---------- ----------
Net assets available for plan benefits $5,887,627 $3,714,182
========== ==========
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 6
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1999 and 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ADDITIONS:
Employer contributions $ 951,682 $ 774,812
Employee contributions 1,189,582 997,440
Realized and unrealized net gains (Notes 2 and 5) 902,151 364,546
DEDUCTIONS:
Distributions to participants (Note 1) (869,970) (382,656)
TRANSFERS - -
----------- -----------
Increase in net assets available for plan benefits 2,173,445 1,754,142
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 3,714,182 1,960,040
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 5,887,627 $ 3,714,182
=========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 7
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(1) Plan Description-
----------------
The following description of the Zaring National Corporation Retirement
Benefit Plan (the Plan) provides only general information. Participants
should refer to the Plan document for a complete description of the
Plan's provisions.
(a) GENERAL--The Plan is a defined contribution plan established
January 1, 1979, by Zaring National Corporation (the Company) and
most recently amended and restated effective January 1, 1998.
The Plan is available to all employees of the Company and its
subsidiaries, as defined, who meet the stipulated age and service
requirements. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as
amended.
(b) CONTRIBUTIONS--Participants may make voluntary contributions to
the Plan on a before-tax basis (401(k) or voluntary contributions)
subject to stipulated maximums. In accordance with the amended and
restated Plan, effective January 1, 1998, the Company's matching
contribution is equal to 25% of participant deferrals up to 6% of
participant compensation, subject to certain limits as required by
the Internal Revenue Code (IRC) and profit sharing contribution is
equal to 3.75% of participant compensation.
Participants may direct the investment of their voluntary
contributions and company contributions into various investment
options offered by the Plan. The Plan currently offers a money
market fund, company stock and seven mutual funds investing in
equities and/or bonds as investment options for participants.
(c) PARTICIPANT ACCOUNTS--Each participant's account is credited with
the participant's voluntary contributions, matching contributions
and an allocation of the Company's profit sharing contributions
and Plan earnings. Allocations are based on participant earnings
or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from
the participant's account. Participants who have terminated
employment may request a distribution of their voluntary
contributions.
(d) VESTING--Once eligible for the Plan, participants are immediately
vested in their account balances.
(e) PAYMENT OF BENEFITS--Participants become eligible for benefit
payments upon retirement, termination, disability, or death.
Participants receive a joint and survivor annuity or they may
elect a lump sum payment, a life annuity, or equal installments
over their assumed life expectancy.
<PAGE> 8
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(f) EXPENSES OF THE PLAN--The Company pays the administrative expenses
of the Plan and provides administrative services at no cost to the
Plan. If not paid by the Company, administrative expenses become a
liability of the Plan. The total return earned on investments is
net of the investment-related fees.
(g) PARTICIPANT LOANS--The Plan does not provide for borrowings by
participants.
(h) USE OF ESTIMATES--The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of net assets available for plan benefits as of
the date of the financial statements and the reported amounts of
changes in net assets available for plan benefits during the
reporting period. Actual results could differ from those
estimates.
(2) Summary of Significant Accounting Policies-
------------------------------------------
(a) BASIS OF ACCOUNTING--The accompanying financial statements are
prepared on the accrual basis of accounting.
(b) INVESTMENT VALUATION--The Plan's investments are stated at fair
value based on quoted market prices as of the last day of the Plan
year. Net realized and unrealized appreciation (depreciation) is
reflected currently in the statements of changes in net assets
available for plan benefits.
The computation of unrealized appreciation (depreciation) in Plan
investments is based on the market values of the Plan investments
at year end compared to their market values as of the beginning of
the Plan year, or at acquisition cost, if purchased during the
year.
(c) The Accounting Standards Executive Committee issued Statement of
Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" (SOP
99-3), which eliminates the requirement for a defined contribution
plan to disclose participant-directed investment programs. As
required by SOP 99-3, the Plan adopted SOP 99-3 for the 1999
financial statements and reclassified certain amounts in the 1998
financial statements to eliminate the participant-directed fund
investment program disclosures.
<PAGE> 9
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(3) TAX STATUS-
-----------
The Internal Revenue Service has determined and informed the Company by
letter dated February 15, 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 and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
(4) Priorities Upon 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, as amended.
(5) Additional Information-
----------------------
During 1999 and 1998, the Plan's investments (including investments,
bought, sold and held during the year) appreciated (depreciated) in value
as follows:
1999 1998
---------- ---------
Mutual funds $1,159,251 $ 380,025
Common stock (257,100) (15,479)
---------- ---------
$ 902,151 $ 364,546
========== =========
The following investments have market values in excess of five percent of
net assets available for plan benefits as of yearend:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1999 1998
---------- ---------
<S> <C> <C>
Black Rock Money Market Portfolio $ 621,696 $ 466,265
Black Rock Large Cap Value Equity Portfolio 368,656 390,546
Black Rock Large Cap Growth Equity Portfolio 611,728 422,001
Black Rock Small Cap Growth Equity Portfolio 374,321 153,587
Janus Worldwide Fund 664,507 266,907
Janus Growth & Income Fund 1,446,969 601,521
Fidelity Equity Growth Fund 427,863 197,078
Zaring National Corporation common stock 286,243 341,493
</TABLE>
The Company was notified on April 28, 2000 that it has failed to maintain
the minimum market value of public float for continued listing on the
Nasdaq National Market and that is has until July 27, 2000 to regain
compliance. In the event the Company is unable to comply, it has the
option of submitting an application to transfer to the Nasdaq Small Cap
Market or its common stock will be delisted on July 31, 2000.
<PAGE> 10
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(6) Related Party Transactions-
---------------------------
Certain Plan investments are managed by the Company and PNC Bank, N.A.
(PNC). PNC is the trustee, as defined by the Plan, and, therefore, these
transactions qualify as party-in-interest.
(7) Reconciliation to Form 5500-
----------------------------
As of December 31, 1999, the Plan had no pending distributions to
participants who elected to withdraw from the Plan. At December 31, 1998,
the Plan had approximately $552 of pending distributions to participants
who elected to withdraw from the Plan. This amount is recorded as a
liability in the Plan's Form 5500; however, the amount is not recorded as
a liability in the accompanying statements of net assets available for
plan benefits in accordance with generally accepted accounting
principles.
The following table reconciles net assets available for plan benefits per
the financial statements to the Form 5500 as filed by the Company for the
year ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
NET ASSETS AVAILABLE FOR PLAN
1999 BENEFITS BENEFITS, DECEMBER 31,
PAYABLE TO 1999 --------------------------------
PARTICIPANTS BENEFITS PAID 1999 1998
------------ ------------- ---------- ----------
<S> <C> <C> <C> <C>
Per financial statements $ - $869,970 $5,887,627 $3,714,182
Amounts pending distribution to
participants - - - (552)
Reversal of prior year amounts
pending distribution to
participants - (552) - -
------ -------- ---------- ----------
Per Form 5500 $ - $869,418 $5,887,627 $3,713,630
====== ======== ========== ==========
</TABLE>
<PAGE> 11
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
Item 4(i) - Schedule of Assets Held for Investment Purposes at End of Year
As of December 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, CURRENT
IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, VALUE
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE
---------------------------------- -------------------------------------------------- ------------
<S> <C> <C>
MUTUAL FUNDS:
*Black Rock Funds Money Market Portfolio,
463,736 shares $ 621,696
*Black Rock Funds Large Cap Value Equity Portfolio,
24,544 shares 368,656
*Black Rock Funds Large Cap Growth Equity Portfolio,
25,050 shares 611,728
*Black Rock Funds Core Bond Portfolio,
10,155 shares 92,717
*Black Rock Funds Small Cap Growth Equity Portfolio,
11,675 shares 374,321
Janus Worldwide Funds Growth and Income Fund,
34,500 shares 1,446,969
Janus Worldwide Funds World Wide Fund,
8,694 shares 664,507
Fidelity Investments Equity Growth Fund,
5,974 shares 427,863
COMMON STOCKS:
* Zaring National Corporation Common stock, 61,890 shares 286,243
</TABLE>
* Represents a party-in-interest.
The accompanying notes to financial statements are an integral part of this
schedule.
<PAGE> 12
Zaring National Corporation
Retirement Benefit Plan
Plan 002
EIN: 31-1506058
1999 Form 5500
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employees benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: July 17, 2000
ZARING NATIONAL CORPORATION
RETIREMENT BENEFIT PLAN
By /s/ Ronald G. Gratz
-------------------------
Ronald G. Gratz
Chief Financial Officer
ZARING NATIONAL CORPORATION
