SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
[ ] 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 1-9389
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: C&D TECHNOLOGIES SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
C&D TECHNOLOGIES, INC.
1400 UNION MEETING ROAD
BLUE BELL, PA 19422
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C&D TECHNOLOGIES
SAVINGS PLAN
REPORT ON AUDITS OF
FINANCIAL STATEMENTS
as of and for the years ended
December 31, 1999 and 1998
AND SUPPLEMENTAL SCHEDULE
as of the year ended
December 31, 1999
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C&D TECHNOLOGIES
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
Pages
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Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1999 and 1998 3
Statements of Changes in Net Assets Available
for Benefits for the years ended
December 31, 1999 and 1998 4
Notes to Financial Statements 5-10
Supplemental Schedule:
Schedule H, Part IV, Item 4i* - Assets Held for
Investment Purposes as of December 31, 1999 11
*Refers to item numbers in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the plan year ended December 31,
1999.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the C&D Technologies Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the C&D Technologies Savings Plan (the "Plan") at December 31, 1999 and 1998,
and the changes in net assets available for benefits for the years then ended in
conformity with accounting principles generally accepted in the United States.
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 of these statements in accordance with
auditing standards generally accepted in the United States, 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 audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted 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 as of December 31, 1999 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 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.
PricewaterhouseCoopers LLP
June 2, 2000
Philadelphia, Pennsylvania
2
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C&D TECHNOLOGIES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
ASSETS 1999 1998
---- ----
Investments $29,687,286 $26,032,776
Participants' loans receivable 275,506 277,747
Contributions receivable:
Employer 151,821 29,256
Employees 72,609 87,935
Receivable for investments sold 173,071 -
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Total assets 30,360,293 26,427,714
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LIABILITIES
Payable for investments purchased 122,211 -
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Total liabilities 122,211 -
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Net assets available for benefits $30,238,082 $26,427,714
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The accompanying notes are an integral
part of the financial statements.
3
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C&D TECHNOLOGIES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
Additions to net assets attributed to:
Net appreciation in fair value of investments $ 1,692,061 $ 2,877,938
Interest income 387,933 390,472
Dividend income 1,546,136 996,246
Employer contributions 844,366 736,353
Participant contributions 2,084,048 2,083,424
Roll-over contributions 118,429 322,074
Plan transfer - 589,503
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Total increase 6,672,973 7,996,010
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Deductions from net assets attributed to:
Benefits paid to participants 2,862,605 1,912,964
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Total deductions 2,862,605 1,912,964
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Net increase 3,810,368 6,083,046
Balance, beginning of year 26,427,714 20,344,668
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Balance, end of year $30,238,082 $26,427,714
========== ==========
The accompanying notes are an integral
part of the financial statements.
4
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C&D TECHNOLOGIES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The C&D Technologies Savings Plan ("the Plan") is a defined
contribution plan in which certain salaried employees are eligible to
participate, with the condition that salaried employees whose terms and
conditions of employment are governed by a collective bargaining
agreement are only eligible to participate if that agreement states
that they are eligible. The Plan is subject to the provisions of the
Employee Retirement Security Act of 1974 ("ERISA").
The following description of the Plan provides only general
information. Participants should refer to the official Plan document
for a more complete description of the Plan's provisions.
CONTRIBUTIONS:
The Participants may make pre-tax contributions to the Plan in any
whole percentage of compensation ranging from 1% to 15%.
Upon completion of one year of service, the employer will match each
participant's contributions on the basis of $.50 for each $1.00 in
amounts up to the 8% of compensation. Additional employer contributions
may be made upon the discretion of the Board of Directors. Participants
are eligible to receive any discretionary contributions if they have
completed 1,000 hours of service during the plan year and are employed
by the Company on the last day of the plan year. Forfeitures by
participants shall be used by the Company to pay Plan expenses or
reduce future contributions. Forfeitures of $30,748 occurred in 1999.
Of this amount, $12,683 was used to pay Plan expenses. Participants may
make voluntary after-tax contributions, but in no event may total
pre-tax, after-tax and employer contributions exceed 25% of
compensation. Rollovers of lump-sum distributions from another
qualified plan will be accepted for plan participants.
PLAN TRANSFER:
In 1998, assets in Power Convertibles Corporation 401(k) Plan were
transferred to C&D Technologies Savings Plan in the amount of $589,503.
In 1998, Power Convertibles Corporation was merged into the Company.
Employees of the former Power Convertibles Corporation are now eligible
to participate in the C&D Technologies Savings Plan.
5
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NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED:
PARTICIPANT ACCOUNTS:
Each participant's account is credited with the participant's
contribution, the Company's contribution and an allocation of earnings.
VESTING:
Participants are 100% vested in their own contributions and the
earnings thereon. Vesting in the Company's contributions and earnings
thereon is based on years of continuous service. A participant is 100%
vested after five years of service as defined in the Plan. Any amount
not vested at termination will be forfeited upon the occurrence of five
consecutive 1-year breaks-in-service following a participant's
termination of employment.
PAYMENT OF BENEFITS:
On termination of service, a participant may elect to receive either a
lump sum distribution equal to the value of his or her account, or
annual installments.
EMPLOYEE LOANS:
Participants may borrow from their vested contribution balances. The
loan is limited to the greater of 50% of the vested contributions or
$50,000. The minimum loan amount is $1,000. Loans are repaid through
regular payroll deductions. Interest on the loans is charged at a rate
no greater than 2% over the Prime Rate at the loan origination date.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING:
The financial statements of the Plan are prepared on the accrual basis
of accounting.
6
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NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES, CONTINUED:
INVESTMENTS:
Effective February 1, 1986, the Company entered into a deposit
administration contract with Connecticut General Life Insurance Company
("Connecticut General"). Under the contract, participants could
allocate their contributions between a pooled separate account,
invested primarily in common stocks, and a guaranteed long-term
account, with a guaranteed interest rate credited to each account
monthly. During 1992, the Company withdrew all assets of the pooled
separate account with Connecticut General and instead provided mutual
fund investment options to participants through Fidelity Investments
("Fidelity"). In 1994, the Connecticut General guaranteed long-term
account was terminated with distributions that were paid over five
years and invested in the Fidelity Managed Income Portfolio. The final
distribution was made in 1999. During 1997, the Company amended the
Plan to provide additional mutual fund investment options to
participants with the Fidelity Low-Priced Stock Fund, Fidelity
Diversified International Fund, Spartan U.S. Equity Index Fund, MAS
Fixed Income Fund and Company Stock Fund. At that time, the Fidelity
Balanced Fund was replaced by the Fidelity Puritan Fund as an
investment option. The Fixed Income Fund was renamed the Stable Value
Fund. The value of the Plan's deposit administration contract
investment is included in the financial statements at contract value.
The contract value of the Plan's investment in the guaranteed long-term
account represents contributions made under the contract, plus interest
at the contract rate, less funds used to purchase annuities, and
benefits paid to participants. The value of the other investments are
based on the fair value of the assets as determined by the respective
fund's net asset value at December 31, 1999 and 1998.
A brief description of the investment options follows:
FIDELITY MAGELLAN FUND - a growth fund seeking long-term capital
growth, current income and growth of income, consistent with
reasonable investment risk.
FIDELITY STABLE VALUE FUND - a fund (not a mutual fund) seeking to
preserve capital and to provide a competitive level of income over
time. This fund includes the Fidelity Managed Income Portfolio and
the guaranteed long-term account with Connecticut General.
FIDELITY GROWTH & INCOME FUND - a fund seeking long-term capital
growth, current income and growth of income, consistent with
reasonable investment risk.
FIDELITY PURITAN FUND - a fund seeking to obtain as much income as
possible consistent with the preservation of capital. Capital
appreciation is a secondary goal.
7
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NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES, CONTINUED:
INVESTMENTS, CONTINUED:
FIDELITY LOW-PRICED STOCK FUND - a growth fund seeking long-term
capital growth, current income and growth of income, consistent
with higher investment risk.
FIDELITY DIVERSIFIED INTERNATIONAL FUND - a fund seeking long-term
capital growth, consistent with higher investment risk.
FIDELITY SPARTAN U.S. EQUITY INDEX FUND - a growth fund seeking
long-term capital growth, current income and growth of income,
consistent with reasonable investment risk.
MAS FIXED INCOME FUND - a Miller Anderson & Sherrerd LLP managed
fund seeking to preserve capital and to provide an above-average
total return over a market cycle of three to five years.
C&D TECHNOLOGIES STOCK FUND - a fund seeking capital growth,
primarily through investment in C&D Technologies common stock. As
a non-diversified, unmanaged, single stock fund, higher investment
risk is involved.
Loans to participants are valued at their principal amount outstanding.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
its investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
EXPENSES:
Certain administrative expenses are paid by the Company.
USE OF ESTIMATES:
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities and changes therein, and disclosures of contingent assets
and liabilities. Actual results could differ from those estimates.
8
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NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES, CONTINUED:
RISKS AND UNCERTAINTIES:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit risks. Due to the level
of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the
statement of net assets available for benefits.
3. INVESTMENTS:
The following presents investments that represent 5 percent or more of
the Plan's net assets.
December 31, December 31,
1999 1998
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Fidelity Magellan Fund, 65,918 and 53,554
shares, respectively $9,006,415 $6,470,419
Fidelity Stable Value Fund, 6,291,306 and
5,863,957 shares, respectively 6,291,306 5,863,957
Fidelity Growth and Income Fund, 182,255
and 185,180 shares, respectively 8,595,167 8,488,666
Fidelity Puritan Fund, 77,815 and 85,433
shares, respectively 1,480,824 1,714,635
Fidelity Spartan U.S. Equity Index Fund,
35,815 and 18,574 shares, respectively 1,865,616 816,510
During 1999 and 1998, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated in value by $1,692,061 and $2,877,938, respectively, as
follows:
1999 1998
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Mutual Funds $1,388,026 $2,871,355
Common stock 304,035 6,583
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$1,692,061 $2,877,938
========= =========
9
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NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. 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. In the event
of termination, participants will become 100 percent vested in their
accounts.
5. PLAN TAX STATUS:
The Plan has received a favorable determination letter dated September
1998 from the Internal Revenue Service ("IRS") advising that the Plan
constitutes a qualified trust under Section 401(a) of the Internal
Revenue Code ("IRC"), and is therefore exempt from federal income taxes
under provisions of Section 501(a). The Plan administrator believes
that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
6. RELATED PARTY TRANSACTIONS:
The Plan's trustee is Fidelity Management Trust Company. The MAS Fixed
Income Portfolio is managed by Miller Anderson & Sherrerd LLP. All
other funds are managed by Fidelity Investments.
The Plan is interpreted, administered and operated by a committee
comprised of the Company's Vice President & Chief Financial Officer,
Vice President - Human Resources, Treasurer, Manager-Compensation and
Benefits and Manager - Pension 401(k).
During 1999 and 1998, the Plan had purchases of C&D Technologies, Inc.
common stock in the amount of $706,161 and $818,658, respectively, and
sales of C&D Technologies, Inc. common stock in the amount of $801,914
and $342,683, respectively.
10
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SUPPLEMENTAL SCHEDULE
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C&D TECHNOLOGIES SAVINGS PLAN
SCHEDULE H, PART IV, ITEM 4i - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
as of December 31, 1999
(c)
(b) Description of Investment (e)
(a) Identity of Party Involved Rate of Interest Fair Value
--- -------------------------- ----------------------------- ----------
* Fidelity Institutional
Retirement Services
Company: Magellan Fund $9,006,415
Stable Value Fund 6,291,306
Growth & Income Fund 8,595,167
Puritan Fund 1,480,824
Low-Priced Stock Fund 675,221
Diversified International Fund 653,436
Spartan U.S. Equity Index Fund 1,865,616
* Miller Anderson &
Sherrerd, LLP MAS Fixed Income Fund 411,754
* Unitized Stock Fund C&D TECHNOLOGIES Stock Fund 707,547
Participant Loans Interest, 9.75-11.5%,
maturity of 1-10 years 275,506
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Total investments $29,962,792
==========
*Party-in-interest
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the C&D
Technologies Pension Administration Committee has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
C&D Technologies Savings Plan
Date: June 23, 2000 By: /s/ Stephen E. Markert, Jr.
---------------------------
Stephen E. Markert, Jr.
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
23 Consent of Independent Accountants
