<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal 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 1-14634
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A. Full title of the plan and the address of the plan if different from
that of the issuer named below:
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Santa Fe International Corporation
Two Lincoln Centre, Suite 1100
5420 LBJ Freeway
Dallas, Texas 75240-2648
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REQUIRED INFORMATION
ITEM 4.
The financial statements listed in the accompanying table of contents
on page 4 are filed as part of this Form 11-K.
EXHIBITS
23.1 Consent of Ernst & Young LLP, Independent Auditors
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee for the Employee Benefit Plans of Santa Fe
International Corporation has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
Dated: June 23, 2000 By: /s/ C. Stedman Garber, Jr.
-------------------------------
C. Stedman Garber, Jr., Chairman of the
Administrative Committee for the Employee Benefit
Plans of Santa Fe International Corporation
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SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
CONTENTS
Report of independent auditors
Audited financial statements
Statements of net assets available for benefits at December 31, 1999 and 1998
Statement of changes in net assets available for benefits for the year ended
December 31, 1999
Notes to financial statements
Supplemental schedule
Schedule H; Line 4i - Schedule of assets held for investment purposes at end of
year at December 31, 1999
All other schedules for which provision is made in the applicable regulations of
the Employee Retirement Income Act of 1974 have been omitted as the schedules
are not required under the related instructions, are inapplicable, or the
information required thereby is set forth in the financial statements or notes
thereto.
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Report of Independent Auditors
Administrative Committee
Santa Fe Investment Savings & Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of the Santa Fe Investment Savings & Profit Sharing Plan as of December 31, 1999
and 1998, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1999. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999 is presented
for purpose of additional analysis and is not a required part of the financial
statements but is supplemental 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 is the responsibility of
the Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
May 8, 2000
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SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Investments at fair value $78,757,079 $69,966,411
----------- -----------
Net assets available for benefits $78,757,079 $69,966,411
=========== ===========
</TABLE>
See accompanying notes.
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<PAGE> 7
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31, 1999
------------------
<S> <C>
Contributions from:
Santa Fe International Corporation $ 1,477,757
Participants 2,875,144
Interest and dividend income 3,227,971
Net appreciation in fair value of investments 9,433,435
Distribution in connection with terminations
and withdrawals (8,197,273)
Administrative expenses (26,366)
------------------
Net increase in net assets available for benefits 8,790,668
Net assets available for benefits at beginning of year 69,966,411
------------------
Net assets available for benefits at end of year $ 78,757,079
==================
</TABLE>
See accompanying notes.
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<PAGE> 8
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 1 - DESCRIPTION OF THE PLAN
General
The Santa Fe Investment Savings & Profit Sharing Plan (the Plan), was
established on April 1, 1986 as successor plan to the Profit Sharing and
Retirement Plan For The Employees of the Santa Fe International Corporations
(the Profit Sharing Plan), the Santa Fe Investment Savings Plan, and the Stock
Bonus Plan for the Employees of the Santa Fe International Corporations. The
Plan is offered primarily to U.S. citizen employees of Santa Fe International
Corporation (Santa Fe or the Company) and certain affiliated companies. After
December 31, 1998, employees may not actively participate in the Plan while
actively participating in the U.K. Pension Scheme.
Although it has not expressed any intention to do so, the Company may, by
election of its Board of Directors, terminate the Plan. In the event of such
termination, the assets of the Plan shall be distributed to the participants in
proportion to their respective interests therein.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
Contributions
An eligible employee may contribute either before-tax and/or after-tax an
amount equal to but not less than 1% nor more than 15% of his monthly
compensation and the Company must contribute an amount equal to 100% of the
aggregate employee contributions, up to a maximum of 5% of the employee's
monthly compensation, up to specified maximum amounts allowed by law.
Plan accounts
A separate account (the Participant Account or Participant Directed Fund)
is maintained for each participant in the Plan. The Participant Account includes
each participant's individual contributions to the Plan and his proportionate
share of Company contributions and the related investment earnings thereon less
any distribution or his proportionate share of administrative expenses. In
addition, the Participant Account also includes, if applicable, each
participant's interest in the other employee benefit plans of the Company
previously merged into the Plan, except as noted below with respect to the
Company's contributions to the Profit Sharing Plan.
An additional separate account (the Pension Offset Account or
Non-Participant Directed Fund) is maintained for each participant in the Plan
who was also a participant in the Profit Sharing Plan. The Pension Offset
Account includes each participant's proportionate share of the Company's prior
contributions to the Profit Sharing Plan and the related investment earnings
thereon. In connection with the merger of the Profit Sharing Plan into the Plan,
no further Company contributions will be made to a participant's Pension Offset
Account. In the event a participant becomes eligible for retirement benefits
under the Pension Plan for the Employees of the Santa Fe International
Corporations (the Pension Plan), such benefits are initially funded through
amounts in his Pension Offset Account and excess amounts, if any, are funded
through the Pension Plan's net assets.
Vesting and distributions
A participant's interest in his Participant and Pension Offset Account is
fully vested. The participant has the right to withdraw all or a part of his
interest in the after-tax portion of the Participant Account, except for
voluntary in-service withdrawals. In the case of voluntary in-service
withdrawals, Company contributions and earnings thereon are not available until
two years have elapsed from the time such contributions are credited to the
participant's account unless the employee has been a participant in the Plan for
at least five years. In addition, contributions made on a pre-tax basis in
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connection with the 401(k) option generally cannot be withdrawn, except in the
case of serious financial hardships. Withdrawal of earnings on investments made
under the 401(k) option after December 31, 1988 is not permitted in any case.
Upon termination of employment, death or total disability, distribution of
a participant's vested interest in the Plan is made as soon as practicable
following submission of a completed withdrawal application.
Plan administration
Vanguard Fiduciary Trust Company ("VFTC") became the Plan's trustee
effective December 31, 1998. Prior to VFTC becoming the trustee, Wachovia Bank
of North Carolina was the Plan's trustee.
Participants may invest amounts in their Participant Account in mutual
funds or Company ordinary shares. There is some risk associated with equity
investments, as the value of the investment will increase or decrease depending
on the overall performance of the stock or bond market. The Non-Participant
Directed Fund is not subject to participant elections and is invested separately
by the Plan's Administrative Committee or its representatives.
Administrative expenses that are specifically identified with a particular
Fund are charged to that Fund. Other expenses, such as recordkeeping,
accounting, audit, insurance and legal fees, are proportionately allocated among
the Funds.
Services provided by the Company
Certain administrative and recordkeeping services incurred by the Company
are paid by the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
Investment valuation
Investments in Company ordinary shares are valued daily at the closing
price per share as listed on the New York Stock Exchange. Investments in mutual
funds are valued daily on the basis of the net asset value of shares of the fund
at the close of business.
Net investment income
Dividend income is accrued on the ex-dividend date and interest is recorded
on the accrual basis. Capital gain distributions are included in the financial
statements as "Interest and dividend income". Net appreciation/(depreciation) in
fair value of investments include both realized and unrealized gains and losses.
Realized gains (losses) from security transactions are based on the average cost
of the securities sold. Unrealized gains (losses) on investments are measured by
the change in the difference between the market value and cost of the securities
held at the beginning of the year and end of the year.
Income tax status
The Plan has received a determination letter from the Internal Revenue
Service dated May 19, 1997, stating that the Plan is qualified under Section
401(a) of the Internal Revenue Code (the 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
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Plan Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
NOTE 3 - INVESTMENTS
At December 31, 1999, the fair value of the following investments
individually exceeded 5% of the Plan's net assets available for benefits:
<TABLE>
<CAPTION>
Non-Participant Participant
Directed Fund Directed Fund Total
--------------- --------------- ---------------
<S> <C> <C> <C>
Vanguard 500 Index Fund $ -- $ 26,026,864 $ 26,026,864
Vanguard Prime Money Market Fund 57 17,478,381 17,478,438
Vanguard Asset Allocation Fund 9,200,681 5,631,373 14,832,054
Santa Fe ordinary shares -- 7,693,001 7,693,001
Europacific Growth Fund 1,580,530 4,814,180 6,394,710
</TABLE>
At December 31, 1998, the fair value of the following investments individually
exceeded 5% of the Plan's net assets available for benefits:
<TABLE>
<CAPTION>
Non-Participant Participant
Directed Fun Directed Fund Total
--------------- --------------- ---------------
<S> <C> <C> <C>
Vanguard 500 Index Fund $ -- $ 22,509,177 $ 22,509,177
Vanguard Prime Money Market Fund 55 16,841,267 16,841,322
Vanguard Asset Allocation Fund 10,032,824 6,354,840 16,387,664
Santa Fe ordinary shares -- 4,340,783 4,340,783
Europacific Growth Fund 1,153,635 3,062,094 4,215,729
Vanguard Total Bond Market Index Fund -- 3,961,340 3,961,340
</TABLE>
The Plan's investments (including gains and losses on investments bought
and sold, as well as held during the year) appreciated in value for the year
ending December 31, as follows:
<TABLE>
<CAPTION>
1999
------------
<S> <C>
Santa Fe ordinary shares $ 3,355,232
Mutual funds 6,078,203
------------
Net appreciation in fair value of investments $ 9,433,435
============
</TABLE>
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NOTE 4 - NON-PARTICIPANT DIRECTED FUND
Information about the net assets and the significant components of the
changes in net assets relating to the non- participant directed fund is as
follows:
<TABLE>
<CAPTION>
December 31,
-------------------------------------------
1999 1998
----------------- -----------------
<S> <C> <C>
Net assets available for benefits:
Mutual funds $ 10,781,268 $ 11,186,514
================= =================
Year Ended
December 31, 1999
Changes in net assets available for benefits: ------------------
Interest and dividend income $ 744,444
Net appreciation in fair value of investments 351,283
Distributions in connection with terminations and withdrawals (1,500,973)
-----------------
$ (405,246)
=================
</TABLE>
NOTE 5 - RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of VFTC.
VFTC acts as trustee for only those investments as defined by the Plan.
Transactions in such investments qualify as party-in-interest transactions that
are exempt from the prohibited transaction rules.
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SUPPLEMENTAL SCHEDULE
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SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
SCHEDULE H; LINE 4i - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENT INCLUDING (e)
IDENTITY OF ISSUE, BORROWER, LESSOR, OR MATURITY DATE, RATE OF INTEREST, (d) CURRENT
(a) SIMILAR PARTY COLLATERAL, APR, OR MATURITY VALUE COST VALUE
-- --------------------------------------- ----------------------------------- ------------ ------------
<S> <C> <C> <C> <C>
* SANTA FE INTERNATIONAL CORPORATION ORDINARY SHARES $ 8,772,784 $ 7,693,001
* VANGUARD FIDUCIARY TRUST COMPANY PRIME MONEY MARKET FUND 17,478,438 17,478,438
* VANGUARD FIDUCIARY TRUST COMPANY 500 INDEX FUND 22,319,821 26,026,864
* VANGUARD FIDUCIARY TRUST COMPANY TOTAL BOND MARKET INDEX FUND 4,069,894 3,846,719
* VANGUARD FIDUCIARY TRUST COMPANY ASSET ALLOCATION FUND 15,426,878 14,832,054
* VANGUARD FIDUCIARY TRUST COMPANY EXTENDED MARKET INDEX FUND 2,075,042 2,485,293
* VANGUARD FIDUCIARY TRUST COMPANY EUROPACIFIC GROWTH FUND 4,483,251 6,394,710
------------ ------------
$ 74,626,108 $ 78,757,079
============ ============
</TABLE>
* PARTY-IN-INTEREST
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Ernst & Young LLP, Independent Auditors
