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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[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 _______________.
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COMMISSION FILE NUMBER: 1-12164
WOLVERINE TUBE, INC. SAVINGS PLAN (the "Plan")
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(Full title of the Plan)
Wolverine Tube, Inc.
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35806
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(Name of issuer of the securities held pursuant to the Plan,
and the address of its principal executive offices.)
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REQUIRED INFORMATION
Financial Statements and Exhibits
A) The following statements and schedules are being filed pursuant to the
Required Information for the Form 11-K:
1) Statement of Net Assets Available for Benefits--December 31,
1999 and 1998.
2) Statement of Changes in Net Assets Available for
Benefits--December 31, 1999.
3) Schedule of Assets Held for Investment Purposes--December 31,
1999.
B) The following exhibit is filed as a part of this Annual Report:
Exhibit 23.1 Consent of Independent Auditors
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Wolverine Tube, Inc. 401(k) Savings Plan
Audited Financial Statements and Supplemental Schedule
(Modified Cash Basis)
December 31, 1999
with Report of Independent Auditors
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Wolverine Tube, Inc.
401(k) Savings Plan
Audited Financial Statements and Supplemental Schedule
(Modified Cash Basis)
December 31, 1999
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors....................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits (Modified Cash Basis).............3
Statement of Changes in Net Assets Available for Benefits (Modified Cash Basis)...4
Notes to Financial Statements.....................................................5
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year
(Modified Cash Basis)............................................................10
</TABLE>
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Report of Independent Auditors
Wolverine Tube, Inc.
401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
(modified cash basis) of Wolverine Tube, Inc. 401(k) Savings Plan as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for benefits (modified cash basis) 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.
As described in Note 2, the financial statements and supplemental schedule were
prepared on a modified cash basis of accounting, which is a comprehensive basis
of accounting other than accounting principles generally accepted in the United
States.
In our opinion, the financial statements referred to above present fairly, in
all material respects, information regarding the Plan's net assets available for
benefits (modified cash basis) at December 31, 1999 and 1998, and the changes
therein (modified cash basis) for the year ended December 31, 1999, on the basis
of accounting described in Note 2.
1
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Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule (modified
cash basis) 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 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 (modified cash basis) has been subjected to the auditing procedures
applied in our audits of the 1999 basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the 1999 basic
financial statements taken as a whole.
/s/ Ernst & Young LLP
June 19, 2000
2
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Wolverine Tube, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
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<S> <C> <C>
ASSETS
Investments, at fair value $26,246,982 $23,367,371
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Net assets available for benefits $26,246,982 $23,367,371
=========== ===========
</TABLE>
See accompanying notes.
3
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Wolverine Tube, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1999
------------
<S> <C>
ADDITIONS
Dividends and interest $ 2,453,265
Contributions:
Participants 3,327,418
Company 1,510,985
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Total additions 7,291,668
DEDUCTIONS
Net depreciation in fair value of investments (800,935)
Distributions (3,611,122)
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Net increase 2,879,611
Net assets available for benefits at beginning of year 23,367,371
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Net assets available for benefits at end of year $ 26,246,982
============
</TABLE>
See accompanying notes.
4
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Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF THE PLAN
The following description of Wolverine Tube, Inc. 401(k) Savings Plan (the Plan)
provides only general information. Participants should refer to the Plan
Document and Summary Plan Description for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all employees of
Wolverine Tube, Inc. (the Company) with eligibility based on hire date and entry
available quarterly. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year participants may contribute up to 20% of annual pretax compensation,
as defined in the Plan. The Company contributes 75% of the first 3%, and 40% of
the next 2%, of the participants' contribution. Effective January 1, 1999, the
Plan began allowing participants to make after-tax contributions to the Plan.
Upon enrollment, participants may direct employee and Company contributions to
any of the Plan's fund options. Participants may change their investment options
at any time.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) 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 in their contributions plus actual earnings
thereon. Vesting in the Company contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. A participant
is 100 percent vested after four years of credited service.
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Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balances.
Loan terms range from 1-3 years or up to 13 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 commensurate with local prevailing rates as determined
quarterly by the Plan administrator. Principal and interest are paid ratably
though monthly payroll deductions.
PAYMENT OF BENEFITS
Distributions to participants, or beneficiaries, take place upon the employee's
separation of service, retirement, permanent and total disability, or death.
Distributions may be in lump sum amounts or in a series of equal installment
payments over a period not to exceed the life expectancy of the participant or
the designated beneficiary.
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 Plan termination,
participants will become 100 percent vested in their accounts.
ADMINISTRATIVE EXPENSES
All administrative expenses of the Plan (including legal, accounting and trustee
fees) are paid by the Company.
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Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the modified cash
basis of accounting which is an acceptable alternative method of reporting under
regulations issued by the Department of Labor. Investments are reported at fair
value as prescribed by the Department of Labor. Dividend and interest income and
contributions are recorded when received rather than when earned. Unrealized
appreciation or depreciation in the fair value of investments is recognized
currently.
INVESTMENT VALUATION
Except for the Guaranteed Interest Account, the Plan's investments are stated at
fair value. The fair values of the shares owned by the Plan in the collective
investment funds are based on quoted redemption values on the last trade date of
the Plan Year. The money market fund is valued at cost, which approximates fair
value. The participant loans are valued at their outstanding balances, which
approximate fair value.
Investment contracts held in the Guaranteed Interest Account are recorded at
their contract values, which represent contributions and reinvested income, less
any withdrawals plus accrued interest, because these investments have fully
benefit-responsive features. There are no reserves against contract values for
credit risk of contract issues or otherwise. The fair value of the investment
contracts held by the Guaranteed Interest Account at December 31, 1999 and 1998
was $4,977,485 and $4,059,776 respectively. The average yield of the Guaranteed
Interest Account was approximately 5.5% and 6.0% in 1999 and 1998, respectively.
The crediting interest rate for these investment contracts is reset annually by
the issuer but cannot be less than zero and was 5.5% and 6.0% at December 31,
1999 and 1998, respectively.
USE OF ESTIMATES
The preparation of financial statements requires management to make estimates
that affect the amounts reported in the accompanying financial statements and
notes. Actual results could differ from those estimates.
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Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS
Certain amounts in the financial statements for the year ended December 31, 1998
have been reclassified to conform with 1999 presentation.
3. INVESTMENTS
The Plan's investments are held by Prudential Mutual Fund Management, Inc.
During 1999, the Plan's investments (including investments bought, sold, as well
as held during the year) depreciated in fair value as determined by quoted
market prices as follows:
<TABLE>
<S> <C>
Common stock $(182,417)
Pooled separate accounts (618,518)
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$(800,935)
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</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Prudential Equity Fund $6,837,366 $6,865,602
Prudential Utility Fund 6,462,834 7,563,913
Prudential High Yield Fund -- 1,359,408
Prudential Guaranteed Interest Account 4,977,485 4,059,776
Participant Loans 1,952,402 --
</TABLE>
8
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Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated September 1, 1995, 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. The Plan has been amended since receiving the
determination letter. 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.
5. PLAN SPONSOR EVENTS
In 1999 and 1998, the Company has undergone restructuring and reorganization
plans that have resulted in the closing of facilities and the downsizing of its
workforce. Based on these events, the number of plan participants has decreased
from 1,764 in 1998 to 1,386 in 1999.
6. SUBSEQUENT EVENTS
Pursuant to the merger of the Tube Forming, Inc. Employees 401(k) Savings and
Retirement Plans and the Small Tube Products Co., Inc. 401(k) Retirement Plan
(the "Plans") into the Plan, the net assets of the former Plans were transferred
into this Plan on January 1, 2000. As of January 1, 2000, the Plan changed its
trustee from Prudential Mutual Fund Services, Inc. to CIGNA Retirement Services,
Inc.
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Wolverine Tube, Inc. 401(k) Savings Plan
(Plan Number 003)
(Employer Identification Number 63-0970812)
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
(Modified Cash Basis)
December 31, 1999
<TABLE>
<CAPTION>
(B) IDENTITY OF ISSUE, (C) DESCRIPTION OF INVESTMENT,
BORROWER, LESSOR, OR INCLUDING MATURITY DATE, RATE (E) CURRENT
(A) SIMILAR PARTY OF INTEREST, PAR OR MATURITY VALUE VALUE
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<S> <C> <C>
Common stock:
* Prudential Mutual Fund
Services, Inc. Wolverine common stock $ 452,993
Pooled separate accounts:
* Prudential Mutual Fund Government Securities Trust
Services, Inc. Money Market Series 1,225,153
Equity Fund 6,837,366
Utility Fund 6,462,834
High Yield Fund 1,201,706
U.S. Government Fund 567,585
Guaranteed Interest Account 4,977,485
Series Index Stock Fund 302,345
Global Fund 318,609
Small Company Equity Fund 716,722
Multi-Sector Fund 272
Equity Income Fund 33,627
Jennison Fund 826,158
Emerging Growth Fund 371,725
Participant loans Interest rates range from
7.2% to 11.0% 1,952,402
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$ 26,246,982
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</TABLE>
* Parties-in-interest
Column (d) has not been presented as this information is not applicable.
10
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SIGNATURES
The Plan. 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 their behalf by the undersigned
hereunto duly authorized.
WOLVERINE TUBE, INC. SAVINGS PLAN
/s/ James E. Deason
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By: James E. Deason
Plan Trustee
Date: June 27, 2000
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FORM 11-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
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<S> <C>
23.1 Consent of Independent Auditors
</TABLE>
