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, 1994
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
<PAGE>
A. P. GREEN HOURLY INVESTMENT PLAN
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
A. P. GREEN 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, 1994
Statement of Assets Available for Plan Benefits, With Fund Information,
December 31, 1993
Statement of Changes in Assets Available for Plan Benefits, With Fund
Information, Year ended December 31, 1994
Statement of Changes in Assets Available for Plan Benefits, With Fund
Information, Year ended December 31, 1993
Notes to Financial Statements, December 31, 1994 and 1993
Schedule
Investments at End of Plan Year, December 31, 1994 1
Party-in-Interest Transactions *
Obligations in Default *
Leases in Default *
Reportable Transactions, Year ended December 31, 1994 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, 1994 or
obligations or leases in default at December 31, 1994.
** There were no assets acquired and disposed of during the plan year ended
December 31, 1994 which require separate disclosure on this schedule.
Definitions:
Plan - A. P. Green 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
<PAGE>
Independent Auditors' Report
Benefits Administration Committee
A. P. Green Industries, Inc.:
We have audited the accompanying statements of assets available for plan
benefits, with fund information of the A. P. Green Hourly Investment Plan (the
Plan) as of December 31, 1994 and 1993, and the related statements of changes
in assets available for plan benefits, with fund information 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 available for plan benefits, with fund
information as of December 31, 1994 and 1993, and the changes in assets
available for plan benefits, with fund information 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, with fund information and
the statement of changes in assets available for plan benefits, with fund
information 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.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
May 19, 1995
<PAGE>
A. P. GREEN HOURLY INVESTMENT PLAN
Statement of Assets Available for Plan Benefits,
With Fund Information
December 31, 1994
Common Guaranteed Equity Balanced
stock income index fund Total
----- ------ ----- ---- -----
Investments:
Marketable, at fair value:
Common stocks $ 1,309,485 - - - 1,309,485
Mutual funds - 537,429 - 564,148 1,101,577
Money market funds, at
cost which approximates
fair value 122,251 378,365 5,217 214,417 720,250
--------- ------- ----- ------- ---------
Total investments 1,431,736 915,794 5,217 778,565 3,131,312
Accrued interest and
dividends receivable 106 179 9 105 399
Contributions receivable 13,572 7,798 8,962 6,974 37,306
--------- ------- ------ ------- ---------
Assets available
for plan benefits $ 1,445,414 923,771 14,188 785,644 3,169,017
========= ======= ====== ======= =========
See accompanying notes to financial statements.
<PAGE>
A. P. GREEN 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.
<PAGE>
A. P. GREEN HOURLY INVESTMENT PLAN
Statement of Changes in Assets
Available for Plan Benefits, With Fund Information
Year ended December 31, 1994
Common Guaranteed Equity Balanced
stock income index fund Total
----- ------ ----- ---- -----
Additions:
Employer contributions $ 150,154 - - - 150,154
Employee contributions 158,183 165,930 206,956 170,217 701,286
Interest and dividends 15,665 290 8,838 15,785 40,578
Net appreciation (depre-
ciation) in fair value
of investments 38,853 26,781 3,840 (25,303) 44,171
Net transfers from/(to)
various plan funds, net 113,201 382,556 (687,660) 191,903 -
Other miscellaneous
receipts 23 12 - 3,803 3,838
--------- ------- ------- ------- -------
Total additions 476,079 575,569 (468,026) 356,405 940,027
--------- ------- ------- ------- -------
Deductions:
Benefits paid to parti-
cipants (39,614) (10,252) (12,698) (27,919) (90,483)
Fees and expenses (16) (9) (12) (9) (46)
Investments distributed
in-kind (2,166) - - - (2,166)
--------- ------- ------- ------- -------
Total deductions (41,796) (10,261) (12,710) (27,928) (92,695)
--------- ------- ------- ------- -------
Net increase (decrease)
in assets available
for plan benefits 434,283 565,308 (480,736) 328,477 847,332
Assets available for plan
benefits:
Balance, beginning
of year 1,011,131 358,463 494,924 457,167 2,321,685
--------- ------- ------- ------- ---------
Balance, end of year $1,445,414 923,771 14,188 785,644 3,169,017
========= ======= ======= ======= =========
See accompanying notes to financial statements.
<PAGE>
A. P. GREEN 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
Net appreciation in fair
value of investments 358,221 18,588 26,389 12,539 415,737
Net transfers from/(to)
various plan funds 1,706 (24,550) (1,069) 23,913 -
Other miscellaneous
receipts 323 20 - 1,749 2,092
--------- ------- ------- ------- ---------
Total additions 613,358 125,149 209,851 191,984 1,140,342
--------- ------- ------- ------- ---------
Deductions:
Benefits paid to par-
ticipants (35,698) (26,410) (20,538) (9,111) (91,757)
Fees and expenses (19) (14) (14) (21) (68)
--------- ------- ------- ------- ---------
Total deductions (35,717) (26,424) (20,552) (9,132) (91,825)
--------- ------- ------- ------- ---------
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 HOURLY INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(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 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. On August 1, 1994,
the Company acquired substantially all of the assets and assumed
most of the liabilities of the refractory operations of General
Refractories Company and its affiliated companies (collectively
referred to as "General"). Effective on that date, all U. S.
hourly employees of General 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 the Company.
The Plan's funds are administered under the terms of a trust
agreement with the 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 1994 and 1993, employee contributions were invested by the
Trustee in one of four funds as directed by the participant:
(a) common stock of the Company (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).
Effective January 1, 1995, the Plan ceased using the Vanguard
Index Trust 500 Fund (equity index fund) and began offering
participants the option of investing in Arch Funds and Fidelity
Funds. Participants now have a total of nine mutual funds in
addition to the common stock of the Company in which to invest.
(Continued)
<PAGE>
2
A. P. GREEN HOURLY INVESTMENT PLAN
Notes to Financial Statements
During 1994 and 1993, participants could elect to have their
contributions invested 100% in any one fund or 50%-50% between any
two funds. Participants could 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 were required to provide a 15-day
advance notice as of the first pay period of any calendar quarter.
Effective January 1, 1995, the Plan was amended from a quarterly
valuation schedule to a daily valuation schedule, thus allowing
participants to make these changes on a daily basis with no
advance notice. Participant contributions may also be divided
between any of the funds in 1% increments.
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
collective investment fund and any earnings of the fund are
credited to the participants' accounts.
(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, 1994 or 1993;
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 and interest
income is recorded when earned.
At December 31, 1994 and 1993, there were 70,783 and 55,961 shares
of common stock of the Company 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 are paid from plan assets.
(e) Reclassifications
-----------------
Certain 1993 amounts have been reclassified to conform to the 1994
presentation.
(Continued)
<PAGE>
3
A. P. GREEN HOURLY INVESTMENT PLAN
Notes to Financial Statements
(2) Summary of Significant Plan Provisions
--------------------------------------
The Plan is a defined contribution plan sponsored by the Company 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.
(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.
The Plan currently does not provide Company contributions for
employees of the acquired General operations participating in
the Plan.
(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, as well as 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.
(Continued)
<PAGE>
4
A. P. GREEN HOURLY INVESTMENT PLAN
Notes to Financial Statements
(4) Summary of Assets Available for Plan Benefits
---------------------------------------------
Assets available for plan benefits are comprised of the following:
1994 1993
---- ----
Assets available for benefit claims
currently payable $ 81,669 16,714
Assets available for future benefit claims 3,087,348 2,304,971
--------- ---------
Assets available for plan benefits $ 3,169,017 2,321,685
========= =========
For regulatory reporting under Form 5500, benefit claims currently
payable are categorized as a liability with a corresponding reduction
in 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:
1994 1993
---- ----
A. P. Green Industries, Inc. common stock,
70,783 and 55,961 (as restated) shares,
respectively $1,309,485 993,308
Mercantile Collective GIC Fund 537,429 346,895
Vanguard Index Trust 500 Beneficial
Interest - Open End Fund - 475,925
Mercantile Arch Fund Balanced Portfolio 564,148 444,618
Short-term investments - money market funds 720,250 9,960
--------- ---------
$3,131,312 2,270,706
========= =========
During 1994 and 1993, the Plan's investments (including investments
bought, sold and held during the year) appreciated (depreciated)
in value by $44,171 and $415,737, respectively, as follows:
1994 1993
---- ----
Common stock $ 38,853 358,221
------ -------
Mutual funds:
Mercantile Collective GIC Fund 26,781 18,588
Vanguard Index Trust 500 Beneficial Interest 3,840 26,389
Mercantile Arch Fund Balanced Portfolio (25,303) 12,539
------ -------
Total mutual funds 5,318 57,516
------ -------
$ 44,171 415,737
====== =======
<PAGE>
Schedule 1
A. P. GREEN HOURLY INVESTMENT PLAN
Investments at End of Plan Year
December 31, 1994
Par value
or number Fair
of shares Description of investment Cost value
- --------- ------------------------- ---- -----
70,783 Common stocks - A. P. Green Industries, Inc.* $ 981,492 1,309,485
======= --------- ---------
Mutual funds:
41,674 Mercantile Collective GIC Fund 478,647 537,429
58,888 Mercantile Arch Fund Balanced Portfolio 586,282 564,148
- ------- --------- ---------
100,562 Total mutual funds 1,064,929 1,101,577
======= --------- ---------
720,250 Short-term investments - money market funds 720,250 720,250
======= --------- ---------
$2,766,671 3,131,312
========= =========
* Represents an allowable party-in-interest transaction.
See accompanying independent auditors' report.
<PAGE>
<TABLE>
Schedule 2
A. P. GREEN
HOURLY INVESTMENT PLAN
Reportable Transactions
Year ended December 31, 1994
<CAPTION>
Expense Net
incurred Cost Value on gain
Identity of Description of Purchase Selling Lease with of transaction or
party involved transaction price price rental transaction assets date (loss)
- -------------- ----------- ----- ----- ------ ----------- ------ ---- ------
<S> <S> <C> <C> <C> <C> <C> <C> <C>
Common stock fund:
Kidder, Peabody Purchases and sales of
A.P. Green Industries, Inc.
common stock* $ 252,077 $ 22,295 - - $ 16,686 - $ 5,609
Trustee Purchases and sales of
Arch Fund, Inc.
Class A shares 418,829 296,599 - - 296,599 - -
Fixed income fund:
Trustee Purchases and sales of
Arch Fund, Inc.
Class A shares 524,441 151,188 - - 151,188 - -
Trustee Purchases and sales of
Mercantile Collective
GIC Fund 167,292 3,539 - - 3,161 - 378
Equity fund:
Trustee Purchases and sales of
Arch Money Market Fund
900,618 895,405 - - 895,405 - -
Trustee Purchases and sales of
Vanguard Index Trust
500 Beneficial Interest
Portfolio 226,623 706,388 - - 658,088 - 48,300
Balanced fund:
Trustee Purchases and sales of
Arch Fund, Inc.
Class A shares 406,803 197,209 - - 197,209 - -
Trustee Purchases and sales of
Mercantile Arch Fund
Balanced Portfolio
Trust Shares 181,172 36,338 - - 37,040 - (702)
---------- ---------- ----- ----- ---------- ----- -------
$3,077,855 $2,308,961 - - $2,255,376 - $53,585
========== ========== ===== ===== ========== ===== =======
<FN>
* Represents allowable party-in-interest transactions
Certain individually reportable transactions have been aggregated.
See accompanying independent auditors' report.
</TABLE>
<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
June 30, 1995 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
19, 1995, relating to the statements of assets available for plan benefits,
with fund information of A. P. Green Hourly Investment Plan as of December 31,
1994 and 1993, and the related statements of changes in assets available for
plan benefits, with fund information for the years ended December 31, 1994 and
1993 which report appears in the 1994 Annual Report on Form 11-K of A. P. Green
Hourly Investment Plan.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
June 30, 1995
