<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 11-K
--------------------------
(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 No. 0-14714
A. Full title and address of the plan, if different from that of the issuer
named below:
ASTEC INDUSTRIES, INC. 401(K) RETIREMENT PLAN
P.O. Box 72787
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(423) 867-4210
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
ASTEC INDUSTRIES, INC.
P.O. Box 72787
4101 Jerome Avenue
Chattanooga, Tennessee 37407
(423) 867-4210
Page 1
<PAGE> 2
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
Report of Independent Auditors
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes at End of Year
Consent of Independent Auditors
Astec Industries, Inc. 401(k) Retirement Plan
Audited Financial Statements and Supplemental Schedule
Years ended December 31, 1999 and 1998
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors 3
Audited Financial Statements
Statements of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
Supplemental Schedules
Schedule of Assets Held for Investment Purposes at End of Year 9
</TABLE>
Page 2
<PAGE> 3
Report of Independent Auditors
Plan Committee
Astec Industries, Inc. 401(k) Retirement Plan
We have audited the accompanying statements of net assets available for benefits
of Astec Industries, Inc. 401(k) Retirement 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 purposes of additional analysis and is not a required part of the
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 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
Chattanooga, Tennessee
June 16, 2000
Page 3
<PAGE> 4
Astec Industries, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1999 1998
<S> <C> <C>
Assets
Investments (Note 3) $75,643,564 $58,034,769
Cash and cash equivalents 1,836 4,268
Net Assets Available for Benefits $75,645,400 $58,039,037
</TABLE>
See accompanying notes.
Page 4
<PAGE> 5
Astec Industries, Inc. 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Additions to net assets attributed to:
Investments
Net appreciation in fair value of investments $ 8,273,632
Investment income 3,375,197
-----------
11,648,829
Contributions:
Participants 6,760,953
Employer 2,048,979
-----------
8,809,932
-----------
Total additions 20,458,761
Deductions from net assets attributed to:
Benefits paid to participants 2,852,398
-----------
Total deductions 2,852,398
Net increase 17,606,363
Net assets available for benefits
Beginning of year 58,039,037
-----------
End of year $75,645,400
-----------
</TABLE>
See accompanying notes.
Page 5
<PAGE> 6
Astec Industries, Inc. 401(k) Retirement Plan
Notes to Financial Statements
December 31, 1999
1. Description of Plan
The following description of the Astec Industries, Inc. 401(k) Retirement Plan
(the Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all full-time employees of
Astec Industries, Inc. and its subsidiaries (the Company) who have completed one
year of continuous service and reached age twenty-one. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The
Plan is administered by a committee appointed by the Company.
Contributions
Participant contributions are withheld from each payroll in amounts equal to a
percentage of the participant's compensation as elected by the participant. The
maximum participant contribution for the plan year is the lesser of $10,000, as
indexed by the Internal Revenue Service, or 15% of the participant's base
salary. The Company matches 50% of the participant's contribution up to 4% of
the employee's earnings. The Plan is fully funded by the Company at the end of
each month.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocation of the Company's 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.
Vesting
Participants are immediately vested with respect to their contributions, the
Company's matching contributions, and the earnings thereon.
Participants may change their investment options quarterly.
Participant Notes Receivable
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum of $50,000 or 50% of their account balance, whichever is lower. Loan
terms range from one to five years or up to twenty years for the purchase of a
primary residence. The loans are secured by the balance in the participant's
account and bear interest at a rate of prime plus one percent. Interest rates
for loans outstanding at December 31, 1999 range from 7.0% to 10.0%. Principal
and interest are paid ratably through monthly payroll deductions.
Page 6
<PAGE> 7
1. Description of Plan (Continued)
Payment of Benefits
Upon termination of service, a participant may receive a lump-sum amount equal
to the vested value of his or her account, or upon death, disability or
retirement, elect to receive a life annuity or monthly, quarterly, semi-annual
or annual installments over a period of time.
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. If the Plan is terminated or
contributions are permanently discontinued, benefits will be distributed in
accordance with the provisions of the Plan.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are presented on the accrual basis of
accounting.
Investments
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. Shares of common stock are
valued at quoted market prices. The participant notes receivable are valued at
their outstanding balances, which approximate fair value.
The Plan purchased shares of Astec Industries, Inc. (the Plan sponsor) common
stock on the open market during 1999 at a cost of $1,648,210. In addition, the
Plan sold shares of the Astec Industries, Inc. common stock on the open market
during 1999 for $646,217 resulting in a gain of $174,278. As of December 31,
1999, the fair value of Astec Industries, Inc. common stock held for investment
is $3,713,400.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Plan to make estimates that affect
the amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Page 7
<PAGE> 8
3. Investments
During 1999, the Plan's investments appreciated in fair value as determined by
quoted market prices as follows:
<TABLE>
<CAPTION>
Net Realized
and Unrealized
Appreciation
in Fair Value of
Investments
<S> <C>
Common Stock $(1,725,617)
Shares of registered investment companies 9,999,249
-----------
$ 8,273,632
-----------
</TABLE>
Investments that represent 5% or more of fair value of the Plan's net assets are
as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
<S> <C> <C>
American Century Growth Fund $ 9,006,703 $ 5,371,288
American Century Ultra Fund 15,446,138 10,288,175
American Century Value Fund 6,076,106 6,769,518
American Century International Fund 3,834,658 #
American Century Benham Prime Money Market 8,091,793 6,785,898
American Century Income & Growth Fund 17,613,953 13,908,722
Astec Industries Stock # 4,438,860
</TABLE>
# amount is less than 5% of net assets
4. Administrative Expenses
Administrative expenses of the Plan for 1999 were paid by the Company.
5. Transfer from Portec, Inc.
The Company completed the acquisition of certain assets and liabilities of the
Construction Equipment Division of Portec, Inc. on December 2, 1997. Qualified
employees of the acquired entity became eligible to participate in the Plan as
of December 2, 1997, and their assets in the Portec, Inc. 401(k) plan were
transferred to the Plan in January of 1998.
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated November 2, 1994, 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 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.
Page 8
<PAGE> 9
Astec Industries, Inc. 401(k) Retirement Plan
Employer I.D. No. 62-0873631 Plan No. 001
Schedule H Line 4(i)
Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
<TABLE>
<CAPTION>
Identity of Issue Description of Investment Current Value
<S> <C> <C>
Shares of Registered Investment Companies:
American Century Strategic Allocation Conservative Fund $ 1,466,041
American Century Strategic Allocation Moderate Fund 3,341,683
American Century Strategic Allocation Aggressive Fund 1,767,215
American Century Income and Growth Fund 17,613,953
American Century Value Fund 6,076,106
American Century Growth Fund 9,006,703
American Century Ultra Fund 15,446,138
American Century Vista Fund 1,743,400
American Century International Fund 3,834,658
Benham Prime Money Market Fund 8,091,793
Schwab Money Market Fund 378,112
-----------
68,765,802
Shares of Common Stock:
*Astec Industries, Inc. Common Stock 3,713,400
Participant Notes
Receivable 7-10% 3,164,362
-----------
$75,643,564
-----------
</TABLE>
*--Indicates party-in-interest
Note: Cost information has not been included because all investments are
participant directed.
Page 9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on
June 23, 2000.
ASTEC INDUSTRIES, INC. 401(k) RETIREMENT PLAN
By: /s/ J. Don Brock
J. Don Brock, Chairman
Astec Industries, Inc.
401(k) Retirement Plan Committee
Page 10
