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
For the fiscal year ended December 31, 1998
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____ to _____
------------------
ENGELHARD CORPORATION SAVINGS PLAN FOR HOURLY PAID EMPLOYEES
AT ATTAPULGUS, GEORGIA
------------------------------------------------------------
(Full title of the plan)
ENGELHARD CORPORATION
---------------------
(Exact name of issuer as specified in its charter)
101 WOOD AVENUE, ISELIN, NEW JERSEY 08830
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
DELAWARE 22-1586002
- ------------------------------- ---------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1
<PAGE>
Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Table of Contents
Page
Description ----
-----------
Report of Independent Accountants 3
Statements of Financial Condition 4-5
at December 31, 1998
Statements of Income and Changes in 6-7
Plan Equity for the year ended
December 31, 1998
Notes to Financial Statements 8-14
Supplemental Schedule
Schedule of Investments at December 31, 1998 15
Consent of Independent Public Accountants 16
2
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Report of Independent Accountants
---------------------------------
To the Pension and Employee Benefits Plans Committee of Engelhard Corporation:
In our opinion, the financial statements of the Engelhard Corporation Savings
Plan for Hourly Employees at Attapulgus, Georgia listed in the table of contents
on page 2 of this Form 11-K present fairly, in all material respects, the
financial condition of the Plan at December 31, 1998, and the income and changes
in plan equity for year then ended, in conformity with generally accepted
accounting principles. 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 audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
table of contents on page 2 of this Form 11-K 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit 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.
/s/ PRICEWATERHOUSECOOPERS L.L.P.
New York, New York
June 18, 1999
3
<PAGE>
<TABLE>
Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Statement of Financial Condition
at December 31, 1998
(Page 1 of 2)
<S> <C> <C> <C> <C> <C> <C>
Windsor II Windsor
Company Stock Fixed Income Growth Growth Balanced Equity Index
Fund Fund Fund Fund Fund Fund
------------- ------------ ---------- -------- --------- ------------
Assets:
- ------
Investments, at fair value
(combined cost of $1,082,012) $771,676 $76,844 $8,007 $5,063 $64,440 $131,602
Contributions receivable:
Participants 15,983 2,461 584 211 2,150 1,755
Engelhard Corporation 8,985 - - - - -
Promissory notes from participants - - - - - -
-------- ------- ------ ------ ------- --------
Total assets $796,644 $79,305 $8,591 $5,274 $66,590 $133,357
======== ======= ====== ====== ======= ========
Plan equity:
Plan equity $796,644 $79,305 $8,591 $5,274 $66,590 $133,357
======== ======= ====== ====== ======= ========
See Accompanying Notes to Financial Statements
</TABLE>
4
<PAGE>
<TABLE>
Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Statement of Financial Condition
at December 31, 1998
(Page 2 of 2)
<S> <C> <C> <C> <C> <C> <C> <C>
Life
Life Strategy Life
Strategy Conservative Vanguard Strategy
Small Cap Growth Growth US Growth Moderate Loan
Fund Fund Fund Fund Growth Fund Fund Combined
--------- -------- ------------ --------- ----------- -------- ----------
Assets:
- ------
Investments, at fair value
(combined cost of $1,082,012) $7 $2,462 $324 $5,897 $3,764 $ - $1,070,086
Contributions receivable:
Participants 319 76 94 590 - 24,223
Engelhard Corporation - - - - - - 8,985
Promissory notes from
participants - - - - - 115,352 115,352
-- ------ ---- ------ ------ -------- ----------
Total assets $7 $2,781 $400 $5,991 $4,354 $115,352 $1,218,646
== ====== ==== ====== ====== ======== ==========
Plan equity:
Plan equity $7 $2,781 $400 $5,991 $4,354 $115,352 $1,218,646
== ====== ==== ====== ====== ======== ==========
See Accompanying Notes to Financial Statements
</TABLE>
5
<PAGE>
<TABLE>
Engelhard Corporation Savings Plan for Hourly Paid Employees
Statement of Income and Changes in Plan Equity
for the Year Ended December 31, 1998
(Page 1 of 2)
<S> <C> <C> <C> <C> <C> <C>
Windsor II Windsor
Company Stock Fixed Income Growth Growth Balanced Equity Index
Fund Fund Fund Fund Fund Fund
------------- ------------ ---------- -------- -------- ------------
Net investment income:
Dividends $ 10,559 $ 3,092 $ 780 $ 434 $ 4,741 $ 4,545
Interest - - - - - -
-------- --------- ------ ------ ------- --------
10,559 3,092 780 434 4,741 4,545
Contributions and other receipts:
Participants 101,786 19,893 3,138 1,186 14,718 13,127
Engelhard Corporation 66,826 - - - - -
-------- --------- ------ ------ ------- --------
168,612 19,893 3,138 1,186 14,718 13,127
Net realized gain (loss) on disposition
of investments (23,539) - 1 - 219 1,160
Unrealized appreciation (depreciation)
of investments (19,028) - (471) (914) 2,332 5,308
Distributions (86,700) (14,393) - - (3,180) (37,258)
Transfer from Engelhard Hourly plan 812,283 89,698 - - 73,367 149,481
Transfers (65,543) (18,985) 5,143 4,568 (25,607) (3,006)
-------- --------- ------ ------ ------- --------
Change in net assets 796,644 79,305 8,591 5,274 66,590 133,357
Plan equity, beginning of year - - - - - -
-------- --------- ------ ------ ------- --------
Plan equity, end of year $796,644 $ 79,305 $8,591 $5,274 $66,590 $133,357
======== ========= ====== ====== ======= ========
See Accompanying Notes to Financial Statements
</TABLE>
6
<PAGE>
<TABLE>
Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Statement of Income and Changes in Plan Equity
at December 31, 1998
(Page 2 of 2)
<S> <C> <C> <C> <C> <C> <C> <C>
Life
Life Strategy Life
Strategy Conservative Vanguard Strategy
Small Cap Growth Growth US Growth Moderate Loan
Fund Fund Fund Fund Growth Fund Fund Combined
--------- -------- ------------ --------- ----------- -------- -----------
Net investment income:
Dividends $ 2 $ 124 $ 10 $ 367 $ 122 $ - $ 24,776
Interest - - - - - 3,757 3,757
------- ------ ---- ------ ------ -------- -----------
2 124 10 367 122 3,757 28,533
Contributions and other receipts:
Participants - 2,731 379 587 3,280 12,271 173,096
Engelhard Corporation - - - - - - 66,826
------- ------ ---- ------ ------ -------- -----------
- 2,731 379 587 3,280 12,271 239,922
Net realized gain (loss) on
disposition of investments (311) 55 - - - - (22,415)
Unrealized appreciation
(depreciation) of investments (1) 177 11 470 188 - (11,928)
Distributions - - - - - - (141,531)
Transfer from Engelhard Hourly plan 1,236 - - - - - 1,126,065
Transfers (919) (306) - 4,567 764 99,324 -
------- ------ ---- ------ ------ -------- -----------
Change in net assets 7 2,781 400 5,991 4,354 115,352 1,218,646
Plan equity, beginning of year - - - - - - -
------- ------ ---- ------ ------ -------- -----------
Plan equity, end of year $ 7 $2,781 $400 $5,991 $4,354 $115,352 $1,218,646
======= ====== ==== ====== ====== ======== ===========
See Accompanying Notes to Financial Statements
</TABLE>
7
<PAGE>
Notes to Financial Statements
Note 1 - Description of the Plan
The Engelhard Corporation Savings Plan for Hourly Paid Employees at
Attapulgus, Georgia (the Plan), effective as of April 22, 1998, is designed to
provide eligible employees of Engelhard Corporation (the Company) an opportunity
to save part of their income by having the Company reduce their compensation and
contribute the amount of the reduction to the Plan on a tax deferred basis.
The following plan description is provided for general information
purposes. Participants of the Plan should refer to the Plan document for more
detailed and complete information.
Eligibility
- -----------
Subject to certain limitations and restrictions, all employees of Engelhard
Corporation represented by Local 170 of the United Steel Workers of America are
eligible to participate in the Plan.
Contributions
- -------------
The Plan permits eligible employees participating in the Plan the opportunity to
defer 15 percent of their compensation, as defined, subject to certain
restrictions and limitations, and have the related taxes deferred. Employees may
also contribute 10 percent of their compensation to the plan on a post tax
basis.
Matching Contributions
- ----------------------
The Company will contribute, on a monthly basis and subject to certain
limitations and exclusions, either cash or common stock of the Company in an
amount equal to 50 percent of the first 6 percent contributed by the
Participants. Participants must have completed one year of service to be
eligible for a matching contribution.
Investments
- -----------
All contributions to the Plan are held and invested by Vanguard Fiduciary Trust
Company (the Trustee). The Trustee maintains 13 separate investment funds
within the Plan:
a) The Company Stock Fund consists of assets invested or held
for investment in the common stock of the Company. In the
event the assets cannot be immediately invested in Company
common stock, the funds are invested in short-term securities
pending investment in Company common stock.
b) The Fixed Income Fund consists of assets invested in shares
of the Vanguard Retirement Savings Trust. In the event the
assets cannot be immediately invested in such shares or
deposited as specified above, the assets are invested in
direct obligations of the United States Government or agencies
thereof or in obligations guaranteed as to the payment of
principal and interest by the United States Government.
8
<PAGE>
c) The Windsor II Fund consists of assets invested in the
Vanguard Windsor II fund, which invests primarily in stocks
which seeks long-term growth and income from dividends.
d) The Growth Fund consists of assets invested in the
Vanguard Windsor Fund, which invests primarily in common
stocks for the purpose of realizing long-term growth of
capital and income.
e) The Balanced Fund consists of assets invested in the
Vanguard Asset Allocation Fund, which invests in stocks,
bonds and cash reserves for the purpose of maximizing long-
term total return with less volatility than a portfolio of
common stock.
f) The Equity Index Fund consists of assets invested in
the Vanguard Growth and Income Portfolio, which invests
primarily in common stocks for the purpose of realizing a
total return greater than the Standard & Poor's 500 Index
while maintaining fundamental investment characteristics
similar to such Index.
g) The Small Cap Fund consists of assets invested in
shares of the Vanguard Index Trust - Small Cap Stock Portfolio
or such other mutual fund or funds which invest primarily in
common stocks of small-sized companies for the purpose of
providing a comparatively low-cost method of passively
capturing the investment returns of small-sized companies and
attempting to provide investment results that parallel the
performance of the unmanaged Russell 2000 Small Stock Index.
h) The Life Strategy Growth Fund consists of assets invested in
the Vanguard Life Strategy Growth Portfolio. This fund
invests in other Vanguard mutual funds representing a
combination of stocks, bonds and reserves in order to provide
growth of capital.
i) The Life Strategy Conservative Growth Fund consists of assets
invested in the Vanguard Life Strategy Conservative Growth
portfolio. This fund invests in other Vanguard mutual funds
representing a combination of stocks, bonds, and reserves in
order to provide current income and a low to moderate growth
of capital.
j) The Vanguard U.S. Growth portfolio seeks to provide long-term
capital appreciation by investing in common stocks of
companies with above-average growth potential for the purpose
of seeking long-term capital growth.
k) The Life Strategy Moderate Growth Fund consists of assets
invested in the Vanguard Life Strategy Moderate Growth Fund.
This fund invests in other Vanguard mutual funds representing
a combination of stocks, bonds and reserves in order to
provide growth of capital and a reasonable level of current
income.
9
<PAGE>
l) The Prime Cap funds consists of assets invested in the
Vanguard Prime Cap fund and seeks long-term growth of capital.
m) The International Growth Fund consists of assets
invested in shares of the Vanguard International Growth
Portfolio or such other mutual fund or funds which invest
primarily in common stocks of companies based outside the
United States that have above-average growth potential for
the purpose of realizing long-term capital growth.
n) The Life Strategy Income Fund consists of assets invested in
the Vanguard Life Strategy Income Portfolio. This fund
invests in other Vanguard mutual funds representing a
combination of stocks, bonds and reserves in order to provide
current income.
o) The Short-Term Bond Fund consists of assets invested
in shares of the Vanguard Fixed Income Fund or Short-Term
Corporate Portfolio of the Vanguard Fixed Income Securities
Fund or such other mutual fund or funds which invest primarily
in relatively short maturity investment-grade bonds for the
purpose of providing a level of current income consistent with
a two to three year average maturity while helping to preserve
capital.
The Prime Cap Fund, the International Growth Fund, the Life Strategy Income
Fund and the Short Term Bond Fund are not included in The Statement of Financial
Condition or The Statement of Income and Changes in Plan Equity due to the fact
that there was no activity during the year.
Participants have the right to elect, subject to restrictions, the
investment fund or funds in which their contributions are invested. All matching
contributions are initially invested in the Company Stock Fund and participants
are restricted from transferring these contributions to other funds for one
year. Participants at their discretion may elect to transfer to another fund
their unrestricted balance. Their unrestricted balance is calculated as the sum
of all prior year's unrestricted balances plus 25 percent of the prior year's
restricted balance after the addition of the prior year's restricted matching
contribution.
The number of Participants in each fund was as follows at December 31:
Participants 1998
- ------------ ----
Company Stock Fund 103
Fixed Income Fund 29
Windsor II Growth Fund 4
Windsor Growth Fund 2
Balanced Fund 26
Equity Index Fund 27
Small Cap Fund 1
Life Strategy Growth Fund 2
Life Strategy Conservative Growth Fund 1
Vanguard U.S. Growth Fund 1
Life Strategy Moderate Growth Fund 2
10
<PAGE>
The total number of Participants in the Plan was less than the sum of the
number of Participants shown above because many were participating in more than
one fund.
The number of units representing Participant interests in each fund and the
related net asset value per unit were as follows at December 31:
Participant interests
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Windsor II Windsor
Company Stock Fixed Income Growth Growth Balanced Equity Index Small Cap
Fund Fund Fund Fund Fund Fund Fund
------------- ------------ ---------- -------- -------- ------------ ---------
1998:
Units 24,251 79,305 288 339 2,731 4,335 -
Value per unit $32.85 $1.00 $29.85 $15.57 $24.38 $30.76 $21.20
Life Vanguard Life
Life Strategy U.S. Strategy
Strategy Conservative Growth Moderate Loan
Growth Fund Fund Growth Fund
-------- ------------ -------- -------- ----
1998:
Units 148 27 160 258 115,352
Value per unit $18.79 $14.71 $37.49 $16.86 $1.00
</TABLE>
Vesting
- -------
Participants at all times have a fully vested and non-forfeitable interest in
their contributions and in the matching contributions allocated to their
account.
Termination
- -----------
Although it expects and intends to continue the Plan indefinitely, the Company
has reserved the right of the Board to terminate or amend the Plan.
Loan Provision
- --------------
The Plan allows Participants who have completed one year of service to borrow
funds from their accounts, subject to certain terms and conditions, at a
reasonable rate of interest as determined by the Company in accordance with
applicable laws and regulations.
Distributions and Withdrawals
- -----------------------------
All distributions and withdrawals from the Plan are made to Participants in a
lump sum cash payment except those amounts distributed from the Company Stock
Fund which may, at the Participant's election, be paid in full shares of the
Company's Common Stock with cash paid in lieu of fractional shares.
11
<PAGE>
Note 2 - Accounting Policies
The accounts of the Plan are maintained on an accrual basis. Purchases and
sales of investments are reflected on a trade date basis. Assets of the Plan are
valued at fair value. Gains and losses on distributions to participants and
sales of investments are based on average cost.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported. Actual results may differ from
those estimates.
The Plan provides for various investment options in any combination of
stocks or mutual funds. Investment securities are exposed to various risks, such
as interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participants' account
balances and the amounts reported in the statement of financial condition and
the statement of income and changes in plan equity.
Note 3 - Income Tax Status
The Plan and the Trust created thereunder are intended to qualify under
Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the
Code) and the Plan includes a cash or deferred arrangement intended to meet the
requirements of Section 401(k) of the Code. The Plan has filed for a
determination letter with the Internal Revenue service. Amounts contributed to
and earned by the Plan are not taxed to the employee until a distribution from
the Plan is made. In addition, any unrealized appreciation on any shares of
common stock of the Company distributed to an employee is not taxed until the
time of disposition of such shares. The Plan administrator believes the Plan is
designed and is currently operating in compliance with the Internal Revenue
Code.
Note 4 - Administrative Expenses
All expenses of the Plan are paid for by the Company except for certain
loan administration and loan application fees. Investment advisory fees for
portfolio management of Vanguard funds are paid directly from fund earnings.
Advisory fees are included in the fund expense ratio and will not reduce the
assets of the Plan. Brokerage commissions paid to purchase Engelhard Corporation
common stock are being charged against each participant's fund unit value.
Note 5 - Concentrations of Credit Risk
Financial instruments which potentially subject the Plan to concentrations
of credit risk consist principally of investment contracts with insurance and
other financial institutions. The Plan places its investment contracts with
high-credit quality institutions and, by policy, limits the amount of credit
exposure to any one financial institution.
12
<PAGE>
Note 6 - Investments
Investments in the Common Stock of the Company are valued at the
readily-available, quoted market price as of the valuation date and investments
in the Vanguard Funds are valued based on the quoted net asset value (redemption
value) of the respective investment fund as of the valuation date.
The net realized gain (loss) on disposition of investments was computed as
follows:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Company Fixed Windsor II Windsor Equity Small
Stock Income Explorer Growth Balanced Index Cap
Net realized gain (loss) Fund Fund Fund Fund Fund Fund Fund
---------- -------- ---------- -------- -------- -------- --------
Year ended December 31, 1998 -
Amount realized $164,075 $44,164 $118 $ - $30,003 $45,886 $ 918
Cost-average 187,614 44,164 117 - 29,784 44,726 1,229
Net realized gain (23,539) - 1 - 219 1,160 (311)
Life Life
Life Strategy Vanguard Strategy
Strategy Conservative U.S. Moderate
Growth Growth Growth Growth
Fund Fund Fund Fund Combined
-------- ------------ -------- -------- --------
Amount realized $8,564 $- $- $- $293,728
Cost-average 8,509 - - - 316,143
Net realized gain 55 - - - (22,415)
</TABLE>
13
<PAGE>
The net unrealized appreciation (depreciation) of investments held was
computed as follows:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Common Windsor II Windsor Equity Small
Net unrealized appreciation Stock Explorer Growth Balanced Index Cap
(depreciation) Fund Fund Fund Fund Fund Fund
---------- ---------- -------- -------- -------- --------
Year ended December 31, 1998 -
Balance, beginning of year $ - $ - $ - $ - $ - $ -
Net change (19,028) (471) (914) 2,332 5,308 (1)
Balance, end of year (19,028) (471) (914) 2,332 5,308 (1)
Life Life
Life Strategy Vanguard Strategy
Strategy Conservative U.S. Moderate
Growth Growth Growth Growth
Fund Fund Fund Fund Combined
-------- ------------ -------- -------- ----------
Year ended December 31, 1998 $ - $ - $ - $ - $ -
Balance, beginning of year 177 11 470 188 (11,928)
Net change 177 11 470 188 (11,928)
Balance, end of year
</TABLE>
14
<PAGE>
Salary Deferral Savings Plan of Engelhard Corporation
at Attapulgus, Georgia
Schedule of Investments
at December 31, 1998
Approximate
Cost Market Value
------------ ------------
Common Stock of Engelhard Corporation $ 790,704 $ 771,676
(39,573 shares)
Vanguard Retirement Savings Trust 76,844 76,844
Vanguard Windsor Fund 5,977 5,063
Vanguard Asset Allocation Fund 62,108 64,440
Vanguard Growth and Income Portfolio 126,294 131,602
Vanguard Index Trust 6 7
Vanguard Life Strategy Growth Portfolio 2,285 2,462
Vanguard Life Strategy Conservative Growth Portfolio 313 324
Vanguard U.S. Growth Fund 5,427 5,897
Vanguard Life Strategy Moderate Growth Portfolio 3,576 3,764
Vanguard Windsor II Fund 8,478 8,007
---------- ----------
Total $1,082,012 $1,070,086
15
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the incorporation by reference in the registration statement of
Engelhard Corporation and Subsidiaries on Form S-8 of our report dated June 18,
1999, on our audit of the financial statements and financial statement schedules
of Engelhard Corporation Savings Plan for Hourly Paid Employees at Attapulgus,
Georgia as of December 31, 1998, and for the year ended December 31, 1998, which
appears in this Form 11-K.
/s/ PRICEWATERHOUSECOOPERS L.L.P.
New York, New York
June 21, 1999
16
<PAGE>
Signature
---------
Form 11-K
Engelhard Corporation Savings Plan for Hourly Paid Employees
at Attapulgus, Georgia
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Pension and Employee Benefit Plans Committee of Engelhard Corporation has
duly caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized, in Iselin, New Jersey on this 28th day of June,
1999.
/s/ John C. Hess
-------------
By: John C. Hess
Secretary to the Committee and
Vice President of Human Resources
17
