FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 0-16452
A. Full title of the plan and the address of the plan if different from
that of the issuer named below:
A. P. GREEN HOURLY INVESTMENT PLAN
(address same as below)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
A. P. Green Industries, Inc.
Green Boulevard
Mexico, Missouri 65265
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A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Financial Statements and Schedules
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
<PAGE>
A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Table of Contents and Definitions
Table of Contents:
Independent Auditors' Report
Statement of Assets Available for Plan Benefits, With Fund Information,
December 31, 1993
Statement of Assets Available for Plan Benefits, With Fund Information,
December 31, 1992
Statement of Changes in Assets Available for Plan Benefits, With Fund
Information, Year ended December 31, 1993
Statement of Changes in Assets Available for Plan Benefits, With Fund
Information, Year ended December 31, 1992
Notes to Financial Statements, December 31, 1993 and 1992
Schedule
Investments at End of Plan Year, December 31, 1993 1
Party-in-Interest Transactions *
Obligations in Default *
Leases in Default *
Reportable Transactions, Year ended December 31, 1993 2
Assets Acquired and Disposed of During the Plan Year **
* There were no party-in-interest transactions, except for those disclosed
in Schedules 1 and 2, during the plan year ended December 31, 1993 or
obligations or leases in default at December 31, 1993.
** There were no assets acquired and disposed of during the plan year ended
December 31, 1993 which require separate disclosure on this schedule.
Definitions:
Plan - A. P. Green Industries, Inc. Hourly Investment Plan
Plan Administrator - Benefits Administration Committee
Trustee - Mercantile Bank of St. Louis N.A.
Company - A. P. Green Industries, Inc.
ERISA - Employee Retirement Income Security Act of 1974
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Independent Auditors' Report
Benefits Administration Committee
A. P. Green Industries, Inc.:
We have audited the statements of assets available for plan benefits of the
A. P. Green Industries, Inc. Hourly Investment Plan (the Plan) as of
December 31, 1993 and 1992, 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 Administrator. 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 the Plan Administrator, 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 assets of the Plan as of December 31, 1993 and
1992, and the changes in assets 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 at end of plan year 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 statement of assets available for plan benefits and the statement 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.
KPMG Peat Marwick
St. Louis, Missouri
May 13, 1994
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A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Statement of Assets Available for Plan Benefits,
With Fund Information
December 31, 1993
Common Guaranteed Equity Balanced
stock income index fund Total
Investments:
Marketable, at fair value:
Common stocks $ 993,308 - - - 993,308
Mutual funds - 346,895 475,925 444,618 1,267,438
Money market funds, at
cost which approximates
fair value 20 5,112 5 4,823 9,960
Total investments 993,328 352,007 475,930 449,441 2,270,706
Cash 5,366 - 5,217 - 10,583
Accrued interest and
dividends receivable 13 9 5,120 8 5,150
Contributions receivable 12,424 6,447 8,657 7,718 35,246
Assets available
for plan benefits $ 1,011,131 358,463 494,924 457,167 2,321,685
See accompanying notes to financial statements.
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A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Statement of Assets Available for Plan Benefits,
With Fund Information
December 31, 1992
Common Guaranteed Equity Balanced
stock income index fund Total
Investments:
Marketable, at fair value:
Common stocks $ 409,278 - - - 409,278
Mutual funds - 239,887 286,441 255,749 782,077
Money market funds, at
cost which approximates
fair value 7,113 12,307 5,663 10,206 35,289
Total investments 416,391 252,194 292,104 265,955 1,226,644
Accrued interest and
dividends receivable 17 19 3,930 624 4,590
Contributions receivable 17,082 7,525 9,591 7,736 41,934
Assets available
for plan benefits $ 433,490 259,738 305,625 274,315 1,273,168
See accompanying notes to financial statements.
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A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Statement of Changes in Assets
Available for Plan Benefits, With Fund Information
Year ended December 31, 1993
Common Guaranteed Equity Balanced
stock income index fund Total
Additions:
Employer contributions $128,533 - - - 128,533
Employee contributions 121,143 130,948 174,048 141,504 567,643
Interest and dividends 3,432 143 10,483 12,279 26,337
Realized gain (loss)
on investments 6,624 2,861 4,351 21,509 35,345
Net appreciation (depre-
ciation) of marketable
investments 351,597 15,727 22,038 (8,970) 380,392
Transfers from various
plan funds 8,115 4,914 12,200 29,345 54,574
Other miscellaneous
receipts 323 20 - 1,749 2,092
Total additions 619,767 154,613 223,120 197,416 1,194,916
Deductions:
Benefits paid to parti-
cipants (35,698) (26,410) (20,538) (9,111) (91,757)
Fees and expenses (19) (14) (14) (21) (68)
Transfers to various
plan funds (6,409) (29,464) (13,269) (5,432) (54,574)
Total deductions (42,126) (55,888) (33,821) (14,564) (146,399)
Net increase in
assets avail-
able for plan
benefits 577,641 98,725 189,299 182,852 1,048,517
Assets available for plan
benefits:
Balance, beginning
of year 433,490 259,738 305,625 274,315 1,273,168
Balance, end of year $ 1,011,131 358,463 494,924 457,167 2,321,685
See accompanying notes to financial statements.
<PAGE>
A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Statement of Changes in Assets
Available for Plan Benefits, With Fund Information
Year ended December 31, 1992
Common Guaranteed Equity Balanced
stock income index fund Total
Additions:
Employer contributions $ 114,026 - - - 114,026
Employee contributions 122,941 121,498 137,701 119,205 501,345
Interest and dividends 148 165 7,129 13,734 21,176
Realized gain (loss)
on investments (2,012) 145 1,039 1,856 1,028
Net appreciation of
marketable investments 23,411 12,475 11,170 2,129 49,185
Transfers from various
plan funds - - 4,540 2,975 7,515
Other miscellaneous
receipts 7 11 - 867 885
Total additions 258,521 134,294 161,579 140,766 695,160
Deductions:
Benefits paid to par-
ticipants (14,429) (10,749) (8,944) (4,994) (39,116)
Fees and expenses (13) (48) (5) (38) (104)
Transfers to various
plan funds (1,350) (5,032) (1,133) - (7,515)
Investments distributed
in-kind (3,250) - - - (3,250)
Total deductions (19,042) (15,829) (10,082) (5,032) (49,985)
Net increase in
assets avail-
able for plan
benefits 239,479 118,465 151,497 135,734 645,175
Assets available for plan
benefits:
Balance, beginning
of year 194,011 141,273 154,128 138,581 627,993
Balance, end of year $ 433,490 259,738 305,625 274,315 1,273,168
See accompanying notes to financial statements.
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A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1) Summary of Significant Accounting Policies
(a) Description of the Plan
The following brief description of the Plan is provided for
general information purposes only. Participants should refer to
the plan agreement for more complete information.
The A. P. Green Industries, Inc. Hourly Investment Plan (the Plan)
was created January 1, 1991. When established, each employee
subject to a collective bargaining agreement between the Company
and Local 790, Aluminum Brick and Glass Workers, was eligible to
participate. In addition, the hourly employees of the Company's
Bessemer and Little Rock divisions are also eligible to
participate in the Plan. Effective July 1, 1993, the hourly
employees of the Company's Oak Hill and Sulphur Springs plants
became eligible to participate in the Plan.
The Plan was established to enable eligible employees to
accumulate their own funds, share in the contributions of their
employers, and acquire an interest in the stock of A. P. Green
Industries, Inc.
The Plan's funds are administered under the terms of a trust
agreement with Mercantile Bank of St. Louis N.A. (Trustee). The
trust agreement provides, among other things, that the Trustee
shall keep account of all investments, receipts and
disbursements, and other transactions and shall provide annually
a report setting forth such transactions and the status of the
funds at the end of the year.
In 1991, employee contributions were invested by the Trustee in
one of four funds as directed by the participant: (a) common
stock of A. P. Green Industries, Inc. (Common stock fund); (b) a
fixed income fund which provides investments in deposits of life
insurance companies; group annuity contracts of life insurance
companies; or common, commingled, or collective trust funds
maintained by the Trustee (Guaranteed income fund); (c) an
equity index fund which provides investment results that are
designed to correspond to the performance of publicly traded
common stocks, as represented by the Standard & Poor's Composite
500 Index (Equity index fund); or (d) debt and equity
securities' portfolios (mutual funds) managed by the Trustee
(Balanced fund).
Participants may elect to have their contributions invested 100%
in any one fund or 50%-50% between any two funds. Participants
can also change their investment election and previous
accumulated account balances each quarter. To change their
investment option, transfer their prior accumulated account
balances to another investment option, increase or decrease the
percent of contributions, or make requests for withdrawals,
participants are required to provide a 15-day advance notice as
of the first pay period of any calendar quarter. Company
contributions are invested only in Company stock. If the
Trustee is unable to invest any contributions immediately, the
money is temporarily invested in a common, commingled, or
(Continued)
<PAGE>
2
A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Notes to Financial Statements
collective investment fund and any earnings of the fund are
credited to the participants' accounts.
At December 31, 1993, there were 420 employees participating in
one or more of the following plan funds as follows:
Number of
Fund participants
Common stock 146
Guaranteed income 161
Equity index 183
Balanced 151
(b) Basis of Presentation
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting and present the
assets available for plan benefits and changes in those assets.
(c) Investments
Marketable investments are stated at fair value. The fair value
of marketable investments is based on quotations obtained from
national security exchanges. Money market fund investments, not
readily marketable or negotiable, are stated at cost, which
approximates fair value.
Securities transactions are recognized on the settlement date. No
material trades were pending at December 31, 1993 or 1992;
therefore, the value of investments on a settlement date basis
approximates the value of investments on a trade date basis.
Dividend income is recorded on the ex dividend date.
At December 31, 1993 and 1992, there were 55,961 and 26,405 shares
of common stock of A. P. Green Industries, Inc. held by the
Plan, respectively.
(d) Costs of Plan Administration
Fees and expenses incurred by the Trustee and the Plan
Administrator in the administration of the Plan are paid by the
Company. Expenses solely attributable to the investment of plan
funds shall be paid by plan assets.
(e) Reclassifications
Certain 1992 amounts have been reclassified to conform to the 1993
presentation.
(2) Summary of Significant Plan Provisions
The Plan is a defined contribution plan sponsored by A. P. Green
Industries, Inc. and certain wholly owned subsidiaries and is subject
to the provisions of ERISA. The Plan is structured to incorporate the
provisions available under Section 401(k) of the Internal Revenue
Code, which allows member and sponsor contributions to be excluded
from Federal and state income taxation within certain prescribed
limits.
(Continued)
<PAGE>
3
A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Notes to Financial Statements
(a) Contributions
Company contributions are equal to 25% of each participant's
quarterly contributions, not to exceed 6% of the participant's
eligible earnings. All Company contributions are made
conditioned upon their deductibility for Federal income taxes.
(b) Participant Accounts
Three accounts are maintained for each participant: (1) a
participant account for elective, voluntary contributions, (2) a
participant cash account for employees' allocated shares of
cash, and (3) an employer account for the allocated shares of
employer contributions, both cash and stock. Company
contributions, plan earnings, and forfeitures are allocated to
the participants' accounts on a pro rata basis.
Participants are at all times vested in the portion of their
accounts attributable to their elective and voluntary
contributions. For the portion of their accounts attributable
to Company contributions, participants are fully vested after
five years of continuous service.
(c) Payment of Benefits
Under the terms of the Plan, participants retiring or becoming
totally disabled become fully vested and are eligible to receive
the entire balances in all of the accounts maintained for such
participant by the Trustee. Participants terminating employment
prior to retirement receive their contributions and the earnings
on such contributions, and the portion of the employer
contribution account and earnings of such account which is
vested. In the event of death, the balances in a participant's
accounts are fully vested and payable to the designated
beneficiary.
Distributions under the Plan are payable in a lump sum of either
cash or stock.
(3) Plan Termination
Although it has not expressed any intent to do so, the Company reserves
the right to terminate the Plan or discontinue its contributions at
any time subject to the Plan's provisions and the provisions of ERISA.
In the event of termination of the Plan, the account balances of all
affected participants shall become nonforfeitable. All unallocated
Company shares shall be distributed to the participants according to
their pro rata share of plan assets.
(4) Summary of Assets Available for Plan Benefits
Assets available for plan benefits are comprised of the following:
1993 1992
Assets available for benefit claims
currently payable $ 16,714 9,475
Assets available for future benefit claims 2,304,971 1,263,693
Assets available for plan benefits $ 2,321,685 1,273,168
(Continued)
<PAGE>
4
A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Notes to Financial Statements
For regulatory reporting under Form 5500, benefit claims currently
payable are categorized as a liability with a corresponding reduction
of assets available for plan benefits.
(5) Federal Income Taxes
The Plan's instruments have not been submitted to the Internal Revenue
Service for a determination that the Plan meets the requirements to
qualify it to be exempt from Federal income taxes. However, in the
opinion of the Plan Administrator and the Plan's counsel, the Plan and
trust instruments satisfy the qualification requirements for tax
exemption under applicable provisions of the Internal Revenue Code.
(6) Investments
The following table presents the fair values of investments.
Investments that represent 5% or more of the Plan's assets are
separately identified:
1993 1992
A. P. Green Industries, Inc. common stock,
55,961 and 39,607 (as restated) shares,
respectively $993,308 409,278
Mercantile Collective GIC Fund 346,895 239,887
Vanguard Index Trust 500 Beneficial
Interest - Open end Fund 475,925 286,441
Mercantile Arch Fund Balanced Portfolio 444,618 255,749
Short-term investments - money market funds 9,960 35,289
$2,270,706 1,226,644
During 1993 and 1992, the Plan's investments appreciated (depreciated)
in value by $380,392 and $49,185, respectively, as follows:
1993 1992
Common stock $ 351,597 23,411
Mutual funds:
Mercantile Collective GIC Fund 15,727 12,475
Vanguard Index Trust 500 22,038 11,170
Mercantile Arch Fund Balanced Portfolio (8,970) 2,129
Total mutual funds 28,795 25,774
$ 380,392 49,185
<PAGE>
Schedule 1
A. P. GREEN INDUSTRIES, INC.
HOURLY INVESTMENT PLAN
Investments at End of Plan Year
December 31, 1993
Par value
or number Fair
of shares Description of investment Cost value
55,961 Common stocks - A. P. Green Industries, Inc.* $ 698,029 993,308
Mutual funds:
28,596 Mercantile Collective GIC Fund 314,516 346,895
Vanguard Index Trust 500 Beneficial
10,858 Interest - Open End Fund 431,465 475,925
44,153 Mercantile Arch Fund Balanced Portfolio 442,151 444,618
83,607 Total mutual funds 1,188,132 1,267,438
9,960 Short-term investments - money market funds 9,960 9,960
$1,896,121 2,270,706
* Represents an allowable party-in-interest transaction.
See accompanying independent auditors' report.
<PAGE>
<TABLE>
A. P. GREEN INDUSTRIES, INC. Schedule 2
HOURLY INVESTMENT PLAN
Reportable transactions
Year ended December 31, 1993
<CAPTION>
Number Number Expense Current Net
of of incurred Cost value on gain
Identity of Description of trans- Purchase trans- Selling Lease with of transaction or
party involved transaction actions price actions price rental transaction assets date (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common stock fund:
Kidder, Peabody Purchases and sales of
A. P. Green
Industries, Inc.
common stock* 45 $ 214,872 6 $ 41,200 - - $ 34,576 - 6,624
Trustee Purchases and sales of
Arch Fund, Inc.
Class A shares 72 250,544 54 257,637 - - 257,637 - -
Fixed income fund:
Trustee Purchases and sales of
Arch Fund, Inc.
Class A shares 94 165,733 33 172,843 - - 172,843 - -
Trustee Purchases and sales of
Mercantile Collective
GIC Fund 20 120,999 4 32,580 - - 29,719 - 2,861
Equity fund:
Trustee Purchases and sales of
Arch Money Market Fund 66 230,742 57 236,399 - - 236,399 - -
Trustee Purchases and sales of
Vanguard Index Trust
500 Beneficial Interest
Portfolio 53 199,772 9 40,433 - - 36,082 - 4,351
Balanced fund:
Trustee Purchases and sales of
Arch Fund, Inc.
Class A shares 81 478,701 36 474,519 - - 474,519 - -
Trustee Purchases and sales of
Arch Government and
Corporate Bond
Portfolio 7 17,290 3 125,231 - - 120,123 - 5,108
Trustee Purchases and sales of
Mercantile Arch Fund
Balanced Portfolio
Trust Shares 27 442,489 2 12,141 - - 6,286 - 5,855
Trustee Purchases and sales of
Arch Growth and Income
Equity Portfolio 2 12,940 1 170,257 - - 159,712 - 10,545
$2,134,082 $1,563,240 - - $1,527,896 - 35,344
<FN>
* Represents allowable party-in-interest transactions
See accompanying independent auditors' report.
Certain individually reportable transactions have been aggregated.
</TABLE>
<PAGE>
<PAGE>
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 its behalf by the
undersigned hereunto duly authorized.
A. P. GREEN HOURLY INVESTMENT PLAN
/s/Gary L. Roberts
July 8, 1994 By:________________________________
Gary L. Roberts, Benefits
Administration Committee;
Vice President, Chief
Financial Officer and
Treasurer or A. P. Green
Industries, Inc.
EXHIBIT INDEX
Exhibit No. Exhibit
24 Consent of Independent Accountants
<PAGE>
Exhibit 24 to Form 11-K
INDEPENDENT AUDITORS' CONSENT
The Benefits Administration Committee
A. P. Green Industries, Inc.
We consent to incorporation by reference in the registration statement (No.
33-21012) on Form S-8 of A. P. Green Industries, Inc. of our report dated May
13, 1994, relating to the statements of assets available for plan benefits,
including fund information of A. P. Green Industries, Inc. Hourly Investment
Plan as of December 31, 1993 and 1992, and the related statements of changes
in assets available for plan benefits, including fund information for each of
the years in the two year period ended December 31, 1993, which report appears
in the 1993 Annual Report on Form 11-K of A. P. Green Industries, Inc. Hourly
Investment Plan.
KPMG Peat Marwick
St. Louis, Missouri
June 30, 1994
