<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended May 31, 1994
Commission file number: 1-1499
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Issuer:
EAGLE-PICHER INDUSTRIES, INC.
An Ohio Corporation
580 Walnut Street, P.O. Box 779, Cincinnati, Ohio 45201
Issuer's Telephone Number: 513-721-7010
1
<PAGE> 2
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Table of Contents
Page
----
Independent Auditors' Report 3
Statement of Assets Available for Plan Benefits, with
Fund Information - May 31, 1994 4
Statement of Assets Available for Plan Benefits, with
Fund Information - May 31, 1993 5
Statements of Changes in Assets Available for Plan Benefits,
with Fund Information - Years ended May 31, 1994 and 1993 6
Notes to Financial Statements 7
Schedule 1, Schedule of Investments - May 31, 1994 11
Schedule 2, Schedule of Reportable Transactions - Year
ended May 31, 1994 12
Signatures 13
Exhibit Index 14
Exhibit 23, Independent Auditors' Consent 15
2
<PAGE> 3
Independent Auditors' Report
----------------------------
The Administrative Committee
Eagle-Picher Salaried 401(k) Plan
(Formerly Eagle-Picher Savings Plan):
We have audited the accompanying statements of assets available for plan
benefits of the Eagle-Picher Salaried 401(k) Plan as of May 31, 1994 and 1993,
and the related statements of changes in assets available for plan benefits for
the years then ended. 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 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.
As discussed in Note 5, on January 7, 1991, Eagle-Picher Industries, Inc. and
seven of its subsidiaries, filed voluntary petitions for relief under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
and are currently operating their businesses as debtors-in-possession under the
jurisdiction of the Bankruptcy Court.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan as of
May 31, 1994 and 1993, and the changes in assets available for plan benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
Investments and Reportable Transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information in the statements
of assets available for plan benefits and the statements of changes in assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the assets available for plan benefits and changes in
assets available for plan benefits of each fund. The supplemental schedules
and Fund Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Cincinnati, Ohio
September 23, 1994
3
<PAGE> 4
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Statement of Assets Available for Plan Benefits, with Fund Information
May 31, 1994
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------
Eagle- Small
Money S&P 500 Picher Eagle-Picher Stock
Market Index Stock Stock Fund Bond Index
Fund Fund Fund Prior Plan Fund Fund Total
--------- --------- ------- ------------ --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (note 3):
Common stock of employer (note 5) $ - - 138,217 5,624 - - 143,841
Common stock funds - 7,086,382 - - - 2,601,134 9,687,516
U.S. Government securities - - - - 1,676,171 - 1,676,171
Short-term investment fund 9,016,081 141,822 - - 224,026 137,779 9,519,708
--------- --------- ------- ----------- --------- --------- ----------
Total investments 9,016,081 7,228,204 138,217 5,624 1,900,197 2,738,913 21,027,236
Cash 1,729 2,922 8,356 31 7,531 - 20,569
Contributions receivable:
Participant 4,894 5,891 - - 2,591 4,970 18,346
Employer 2,324 2,798 - - 1,632 2,361 9,115
Dividends and interest receivable 30,351 230 - - 14,278 239 45,098
--------- --------- ------- ----------- --------- --------- ----------
Assets available for plan benefits $9,055,379 7,240,045 146,573 5,655 1,926,229 2,746,483 21,120,364
========= ========= ======= =========== ========= ========= ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Statement of Assets Available for Plan Benefits, with Fund Information
May 31, 1993
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------
Eagle- Small
Money S&P 500 Picher Eagle-Picher Stock
Market Index Stock Stock Fund Bond Index
Fund Fund Fund Prior Plan Fund Fund Total
--------- --------- --------- ------------ -------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (note 3):
Common stock of employer (note 5) $ - - 1,615,962 67,809 - - 1,683,771
Common stock funds - 5,640,292 - - - 723,744 6,364,036
U.S. Government securities - - - - 880,485 - 880,485
Short-term investment fund 9,601,339 106,178 - - 89,023 82,802 9,879,342
--------- --------- --------- ------------ -------- ------- ----------
Total investments 9,601,339 5,746,470 1,615,962 67,809 969,508 806,546 18,807,634
Cash - - 19 104 - - 123
Contributions receivable:
Participant 4,344 3,310 - - 1,827 2,962 12,443
Employer 3,966 3,127 - - 2,492 2,339 11,924
Dividends and interest receivable 25,018 152 - - 10,440 113 35,723
--------- --------- --------- ------------ ------- ------- ----------
Assets available for plan benefits $9,634,667 5,753,059 1,615,981 67,913 984,267 811,960 18,867,847
========= ========= ========= ============= ======= ======= ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Statements of Changes in Assets Available for Plan Benefits, with Fund
Information
Years ended May 31, 1994 and 1993
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------
Eagle- Small
Money S&P 500 Picher Eagle-Picher Stock
Market Index Stock Stock Fund Bond Index
Fund Fund Fund Prior Plan Fund Fund Total
--------- --------- --------- ------------ --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets available for plan benefits,
May 31, 1992 $9,520,182 4,749,318 1,526,602 66,622 - - 15,862,724
Contributions:
Participants 1,171,289 697,542 100,252 - 281,831 243,858 2,494,772
Employer 463,979 272,761 39,709 - 109,460 95,759 981,668
Investment income (loss):
Interest 317,251 1,600 1,267 7 18,663 830 339,618
Dividends - 150,499 - - - 3,667 154,166
Net appreciation (depreciation) in
fair value of investments - 415,176 391,892 16,719 (822) 43,848 866,813
Distributions to participants (1,022,017) (668,761) (121,416) (15,433) (2,488) (1,799) (1,831,914)
Interfund transfers, net (816,017) 134,924 (322,325) (2) 577,623 425,797 -
--------- --------- --------- --------- ------- ------- ----------
Assets available for plan benefits,
May 31, 1993 9,634,667 5,753,059 1,615,981 67,913 984,267 811,960 18,867,847
Contributions:
Participant 758,660 893,465 - - 545,481 718,664 2,916,270
Employer 299,675 331,591 - - 203,100 254,624 1,088,990
Investment income (loss):
Interest 299,647 1,564 - - 73,045 1,619 375,875
Dividends - 179,602 - - - 24,452 204,054
Net appreciation (depreciation) in
fair value of investments - 72,729 (1,215,767) (46,134) (36,974) 61,303 (1,164,843)
Distributions (649,588) (295,646) (28,095) (16,124) (131,705) (46,671) (1,167,829)
Interfund transfers, net (1,287,682) 303,681 (225,546) - 289,015 920,532 -
--------- --------- --------- ---------- ----------- --------- ----------
Assets available for plan benefits,
May 31, 1994 $9,055,379 7,240,045 146,573 5,655 1,926,229 2,746,483 21,120,364
========= ========= ========= ========== =========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements
May 31, 1994 and 1993
(1) Plan Description
----------------
The following description of the Eagle-Picher Salaried 401(k) Plan
(formerly Eagle- Picher Savings Plan) (the Plan) provides
only general information. Participants should refer to the
Prospectus and Summary Plan Description for a more complete
description of the Plan's provisions.
General
-------
The Plan, which was adopted in 1983, is a defined contribution plan
and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). All salaried employees of
Eagle-Picher Industries, Inc. (the Company) and its
wholly-owned domestic subsidiaries, except Transicoil, Inc.
and Michigan Automotive Research Corporation, are eligible to
participate in the Plan after one year of service with the
Company.
Contributions
-------------
Participants may contribute a percentage of not less than one percent
and not more than fifteen percent, only in whole percentage
increments, of their basic compensation (before-tax
contribution). However, contributions may not exceed
limitations established under Section 402(g) of the Internal
Revenue Code of 1986, as amended. The Company currently
matches 50% of the first six percent of compensation which
participants contribute. These cash contributions are
invested in each fund in proportion to the participant's
contribution amounts.
Rollover Contributions
----------------------
A participant may roll over funds previously held for his/her account
in another employee benefit plan to the Plan on a tax-free
basis. An employee shall be fully vested at all times in such
amounts transferred into the Plan. Rollover contributions
shall share in income and earnings under the terms of the
Plan, but no Company contributions shall be made with respect
to any rollover contribution.
Participant Accounts
--------------------
Earnings and losses attributable to investments are allocated to
participants' accounts on a pro rata basis based upon the
proportion of individual account balances to total
participants' account balances.
Vesting
-------
Participants are fully vested with respect to all contributions
(participant and Company) and earnings (losses) of the Plan.
Benefits
--------
Distributions may be made at the participant's request, regardless of
employment status when the participant reaches the age of 59
1/2. Automatic distribution occurs at age 70 1/2, termination
of employment, permanent disability, or death. Additionally,
participants may request distributions at any time for events
of certain hardship conditions.
Amounts included in assets available for plan benefits which are
allocated to the accounts of persons who have withdrawn from
participation in the earnings and operations of the Plan
totalled approximately $389,000 and $165,000 at May 31, 1994
and 1993, respectively. As Form 5500 reflects these amounts
as benefits payable, they are reconciling items to the Plan's
financial statements.
7
<PAGE> 8
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements, Continued
Change in Plan Name
-------------------
On June 1, 1994, the Plan changed its name from the Eagle-Picher
Savings Plan to the Eagle-Picher Salaried 401(k) Plan.
Change in Fiscal Year
---------------------
The Plan changed its fiscal year end from May 31 to December 31. This
change is effective for the Plan year beginning June 1, 1994.
Plan Amendment or Termination
-----------------------------
Although the Company expects the Plan to be permanent, the Company
reserves the right to amend or to terminate the Plan, in whole
or in part, at any time, In such event the assets will be
distributed to participants in accordance with the Plan's
provisions and existing laws and regulations.
(2) Significant Accounting Policies
-------------------------------
The accompanying financial statements of the Plan have been prepared
on an accrual basis of accounting.
Investments
-----------
Investments are carried at fair value. Since November 15, 1993, the
securities of the participating employer have been traded
over- the-counter (see Note 5). The fair value is determined
by the bid price. Prior to that date, the fair value of
investment in these securities was determined from the closing
price on the New York Stock Exchange. Fair value of
investments in securities of unaffiliated issuers is
determined by the Wachovia Bank and Trust Company, N.A.
(Trustee). Investment transactions are accounted for on the
trade date (the date the order to buy or sell is executed).
The average cost method is used to determine any gain or loss
from the sale and/or distribution of securities.
Expenses
--------
All expenses of administering the Plan are paid by the Company.
(3) Investments
-----------
The Company has entered into a trust agreement with the Trustee with
respect to the operation of the Plan and the establishment and
management of the trust fund. Until November 30, 1992, the
Trustee invested all participant contributions to the Plan in
three investment funds, as directed by the individual
participants. The three funds are:
- The Money Market Fund (formerly the Income Fund) - A
money market fund managed by the Trustee seeking
stability of value while earning current interest
rates available from commercial paper, certificates
of deposit and other short term investments.
- The S&P 500 Index Fund (formerly the Equity Fund) - A
diversified common stock fund managed by the Trustee
with the primary objective of long-term capital
growth, with income and safety as secondary
considerations. It invests in the Common Stock of
the companies that comprise the Standard and Poor's
500 Index.
- The Eagle-Picher Stock Fund - A fund invested
entirely in common stock of the Company. Dividends
on such Company stock were discontinued in November,
1988; however, prior to that time, these dividends
were reinvested in Company stock.
8
<PAGE> 9
EAGLE-PICHER SALARIED 401(K) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements, Continued
(3) Investments, Continued
Effective December 1, 1992, the Plan was amended and restated so that
participants no longer have the option of contributing to the
Eagle-Picher Stock Fund. However, two additional investment
funds were added so that participants may diversify their
accounts:
- THE BOND FUND - A fund seeking higher interest rates,
it invests in high quality short-term and
intermediate-term notes and bonds with a maximum
maturity of five years.
- THE SMALL STOCK INDEX FUND - A diversified common
stock fund aggressively seeking long-term capital
growth. It invests in the stock of the smaller
publicly-traded companies.
In addition, a sixth fund (Eagle-Picher Stock Fund - Prior Plan) is
maintained by the Trustee. This fund consists of the balances
maintained in the Prior Plan, which automatically became a
part of the Plan upon its inception.
At May 31, 1994, the following investments were in excess of 5% of
assets available for plan benefits:
<TABLE>
<CAPTION>
Fair
Cost Value
----------- ----------
<S> <C> <C>
Securities of participating employer:
*Eagle-Picher Industries, Inc.
Common Stock (See note 5) $ 2,941,103 143,841
Securities of unaffiliated issuers:
Short-term Investment Fund:
*Wachovia Bank Diversified
Short-Term Investment Fund 9,519,708 9,519,708
Common Stock Funds:
American National Bank Multiple
S&P 500 Index Fund 4,922,352 7,086,382
American National Bank Multiple
Minicap Equity Fund 2,495,983 2,601,134
* Denotes party-in-interest.
</TABLE>
At May 31, 1993,the following investments were in excess of 5% of
assets available for plan benefits:
<TABLE>
<CAPTION>
Fair
Cost Value
----------- ---------
<S> <C> <C>
Securities of participating employer:
*Eagle-Picher Industries, Inc.
Common Stock (see note 5) $ 4,194,455 1,683,771
Securities of unaffiliated issuers:
Short-term Investment Fund:
*Wachovia Bank Diversified
Short-Term Investment Fund 9,879,342 9,879,342
Common Stock Funds:
American National Bank Multiple
S&P 500 Index Fund 3,548,991 5,640,292
</TABLE>
* Denotes party-in-interest
9
<PAGE> 10
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Notes to Financial Statements, Continued
(4) Federal Income Taxes
--------------------
The Plan obtained its latest determination letter on February 11,
1988, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been
amended and restated since receiving such determination
letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, they believe that the Plan
remains qualified, and its underlying trust is tax-exempt
under the applicable provisions of the Internal Revenue Code.
(5) Bankruptcy Filing and Related Matters Affecting the Company
-----------------------------------------------------------
On January 7, 1991, the Company and seven of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court
and are currently operating their respective businesses as
debtors-in-possession under the jurisdiction of the Bankruptcy
Court. Neither the Plan nor any of its assets are subject to
these Chapter 11 proceedings.
On November 10, 1993, the Company announced that it had reached an
agreement on the principal elements of a joint plan of
reorganization that provided a basis for the Company and its
subsidiaries to emerge from Chapter 11. Under the Bankruptcy
Code, shareholders are not entitled to any distribution under
a plan of reorganization unless all classes of pre-petition
unsecured creditors receive satisfaction in full of their
allowed claims or accept a plan which allows shareholders to
participate in the reorganized company or to receive a
distribution. The agreement is with the Injury Claimants'
Committee and the Legal Representative for Future Claimants.
The agreement provides that the Company will negotiate with
the Unsecured Creditors' Committee and the Equity Security
Holders' Committee, the other statutory committees appointed
in the Company's Chapter 11 case, with the goal of developing
a fully consensual plan of reorganization. If such a
consensual plan cannot be achieved, the agreement provides
that a plan will be filed under which no distribution will be
made to the existing common shareholders of the Company, and
their shares will be cancelled. As a consequence of this
announcement, trading in the Company's Common Stock was
suspended, and subsequently the Company's Common Stock has
been removed from listing and registration on the New York
Stock Exchange effective June 9, 1994.
10
<PAGE> 11
Schedule 1
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Schedule of Investments
May 31, 1994
<TABLE>
<CAPTION>
Description Fair
Issuer of investment Cost Value
- ----------------------------------- ---------------- ----------- ----------
<S> <C> <C> <C>
Securities of participating employer
* Eagle-Picher Industries, Inc.
Common Stock 383,556 shares $ 2,941,103 143,841
----------- --------
Securities of unaffiliated issuers:
Short-term Investment Fund:
* Wachovia Bank Diversified
Short-term Investment Fund 9,519,708 units 9,519,708 9,519,708
----------- ----------
Common Stock Funds:
American National Bank
Multiple S&P 500 Index Fund 50,881 units 4,922,352 7,086,382
American National Bank
Multiple Minicap Equity Fund 134,943 units 2,495,983 2,601,134
------------ ----------
7,418,335 9,687,516
------------ ----------
United States Treasury Notes:
5.000%, due June 30, 1994 $ 100,000 note 101,859 100,078
4.000%, due September 30, 1994 100,000 note 100,719 99,828
4.625%, due November 30, 1994 100,000 note 100,352 99,906
4.250%, due January 31, 1995 100,000 note 100,969 99,484
3.875%, due March 31, 1995 100,000 note 100,281 98,906
4.125%, due May 31, 1995 150,000 note 149,625 148,171
4.250%, due July 31, 1995 175,000 note 175,607 172,566
4.250%, due November 30, 1995 100,000 note 99,141 97,906
4.625%, due February 15, 1996 100,000 note 101,250 97,984
7.875%, due February 15, 1996 125,000 note 135,811 128,984
4.625%, due February 29, 1996 100,000 note 99,500 97,922
4.250%, due May 15, 1996 300,000 note 300,067 290,577
4.375%, due November 15, 1996 150,000 note 149,883 143,859
---------- ----------
1,715,064 1,676,171
---------- ----------
Total investments $21,594,210 21,027,236
========== ==========
* Denotes party-in-interest
</TABLE>
11
<PAGE> 12
<TABLE>
Schedule 2
----------
EAGLE-PICHER SALARIED 401(k) PLAN
(Formerly Eagle-Picher Savings Plan)
Schedule of Reportable Transactions
Year ended May 31, 1994
Identity of Purchase Sales
-----------------------
party involved Transactions price Proceeds Cost (Loss)
------------------------------- ----------------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C>
* Eagle-Picher Industries, Inc.
Common Stock 23 sales** $ - 278,029 1,253,371 (975,342)
* Wachovia Bank Diversified 190 purchases and 5,279,374 - - -
Short-term Investment Fund 110 sales - 5,638,983 5,638,983 -
American National Bank
Multiple S&P 500 Index Fund 9 purchases 1,193,758 - - -
Multiple Minicap Fund 10 purchases 1,791,636 - - -
* Denotes party-in-interest.
** Includes distribution of shares to terminated participants.
</TABLE>
12
<PAGE> 13
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Administrators have duly signed this annual report on behalf
of the Eagle-Picher Salaried 401(k) Plan (formerly the Eagle-Picher Savings
Plan) this 11th day of November, 1994.
EAGLE-PICHER SALARIED 401(k) PLAN
/s/ Carroll D. Curless
----------------------------------
Carroll D. Curless, Member of the
Administrative Committee
/s/ David N. Evans
----------------------------------
David N. Evans, Member of the
Administrative Committee
/s/ David N. Hall
----------------------------------
David N. Hall, Member of the
Administrative Committee
/s/ Harry A. Neely
----------------------------------
Harry A. Neely, Member of the
Administrative Committee
/s/ James A. Ralston
----------------------------------
James A. Ralston, Member of the
Administrative Committee
13
<PAGE> 14
Exhibit Index
Exhibit Number Page
- -------------- ----
23 Independent Auditors' Consent 15
14
<PAGE> 1
EXHIBIT 23
Independent Auditors' Consent
-----------------------------
The Board of Directors
Eagle-Picher Industries, Inc.
We consent to incorporation by reference in Registration Statement No. 33-37518
on Form S-8 of Eagle-Picher Industries, Inc. of our report dated September 23,
1994, relating to the statements of assets available for plan benefits of
Eagle-Picher Salaried 401(k) Plan as of May 31, 1994 and 1993, and the related
statements of changes in assets available for plan benefits for the years then
ended, and related schedules and fund information, which report appears in the
May 31, 1994 Annual Report on Form 11-K of Eagle-Picher Salaried 401(k) Plan.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Cincinnati, Ohio
November 8, 1994
15
