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THIS DOCUMENT IS A COPY OF THE ANNUAL REPORT ON FORM 11-K FILED ON JULY 1, 1997
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
Form 11-K - For Annual Reports of
Employee Stock Purchase, Savings and
Similar Plans Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year end December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition from ___________ to ____________
Commission file number 1-12372
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
CONAP, Inc. Employees' Savings and Profit
Sharing Plan
B. Name of issuer of the securities held
pursuant to the plan and the address of its
principal executive office:
Cytec Industries Inc.
Five Garret Mountain Plaza
West Paterson, New Jersey 07424
This Annual Report, including exhibits, contains 17 pages, numbered
sequentially, including this cover page. The exhibit index is on page 16.
1
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Required Information:
CONAP, Inc. Employees' Savings &
Profit Sharing Plan
Audited Financial Statements
And Schedules
Years ended December 31, 1996 and 1995
(with Report of Independent Auditors)
2
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CONAP, Inc. Employees' Savings &
Profit Sharing Plan
Audited Financial Statements
And Schedules
Years ended December 31, 1996 and 1995
Contents
Report of Independent Auditors................................................4
Audited Financial Statements And Schedules
Statements of Net Assets Available for Benefits,
with Fund Information......................................................5
Statement of Changes in Net Assets Available for Benefits,
with Fund Information, for the Year Ended December 31, 1996................6
Notes to Financial Statements.................................................7
Supplemental Schedules
Item 27(a) - Schedule of Assets Held for Investment Purposes.................13
Item 27(d) - Schedule of Reportable 5% Transactions..........................14
3
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Report of Independent Auditors
Plan Administrator
CONAP, Inc. Employees' Savings & Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
including the schedules of investments of the CONAP, Inc. Employees' Savings and
Profit Sharing Plan ("the Plan") as of December 31, 1996 and 1995, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 1996. 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 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
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 as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1996, and reportable 5%
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The Fund Information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in our audit of the 1996 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the 1996 financial
statements taken as a whole.
Ernst & Young LLP
June 26, 1997
4
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CONAP, Inc. Employees' Savings & Profit Sharing Plan
Statements of Net Assets Available for Benefits, with Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------------
Dreyfus-Certus Mellon Mellon Mellon Mellon Cytec Mellon
Stable Stock Balanced Special Active Core Industries TIF
Total Value Fund Index Fund Fund Stock Fund Bond Fund Stock Fund Loan Fund
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments with Mellon Bank
administered trust Fund (Note 1) $3,455,485 $670,604 $821,379 $565,683 $1,120,224 $34,919 $207,176 $35,500
Employee contribution receivable 30,832 5,754 6,824 4,983 9,351 404 3,516 --
Employer contribution receivable 25,028 4,883 5,575 3,886 7,325 345 3,014 --
Accrued interest receivable 2,936 -- 4 1,384 1,233 197 118 --
-----------------------------------------------------------------------------------------------
Net assets available for benefits $3,514,281 $681,241 $833,782 $575,936 $1,138,133 $35,865 $213,824 $35,500
===============================================================================================
</TABLE>
CONAP, Inc. Employees' Savings & Profit Sharing Plan
Statements of Net Assets Available for Benefits, with Fund Information
December 31, 1995
<TABLE>
<CAPTION>
Fund Information
----------------------------
Mellon
Temporary Mellon
Investment Stock
Total Fund Index Fund
-----------------------------------------
<S> <C> <C> <C>
Assets
Investments with Mellon Bank
administered trust Fund (Note 1) $2,767,972 $1,213,480 $1,554,492
Employee contribution receivable 22,451 11,460 10,991
Employer contribution receivable 5,548 2,858 2,690
Accrued interest receivable 1,087 1,077 10
-----------------------------------------
Net assets available for benefits $2,797,058 $1,228,875 $1,568,183
=========================================
</TABLE>
See accompanying notes.
5
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CONAP, Inc. Employees' Savings & Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------------
Dreyfus-Certus Mellon Mellon Mellon Mellon Cytec Mellon
Stable Stock Balanced Special Active Core Industries TIF
Total Value Fund Index Fund Fund Stock Fund Bond Fund Stock Fund Loan Fund
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 116,513 $ 13,067 $ 85,192 $ 4,983 $ 9,351 $ 404 $ 3,516 $ --
Employer contributions 207,429 91,625 46,499 18,249 36,035 1,577 13,444 --
Interest income 55,499 51,873 882 63 2,374 119 188 --
Net unrealized and realized
appreciation in aggregate fair
value of investments 418,474 5,668 294,223 31,441 74,985 274 11,883 --
-----------------------------------------------------------------------------------------------
797,915 162,233 426,796 54,736 122,745 2,374 29,031 --
Deductions:
Benefits paid to participants 80,692 36,630 39,183 1,514 2,874 371 120 --
Interfund transfers -- 673,237 1,122,014 (522,714) (1,018,262) (33,862) (184,913) (35,500)
-----------------------------------------------------------------------------------------------
Net increase (decrease) 717,223 (547,634) (734,401) 575,936 1,138,133 35,865 213,824 35,500
Net assets available for benefits
at beginning of year 2,797,058 1,228,875 1,568,183 -- -- -- -- --
-----------------------------------------------------------------------------------------------
Net assets available for benefits
at end of year $3,514,281 $ 681,241 $ 833,782 $575,936 $ 1,138,133 $35,865 $213,824 $ 35,500
===============================================================================================
</TABLE>
See accompanying notes.
6
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CONAP, Inc. Employees' Savings &
Profit Sharing Plan
Notes to Financial Statements
December 31, 1996
1. Significant Accounting Policies
Basis of Accounting
The accounting records of the Plan are maintained on the accrual basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Actual results could differ from those estimates.
Investments
The Plan's investments are valued at their stated asset value based on quoted
prices as determined by Mellon Bank. Effective September 1, 1996, participants
may elect to invest in 50,000 shares of Cytec Industries Inc. common stock ($.01
par value per share).
Direct investments by the Plan in securities traded on national securities
exchanges (solely Cytec Industries Inc. common stock) are valued at the year-end
closing market price.
2. Description of the Plan
The Plan is a defined contribution plan which covers all employees who are not
covered by a collective bargaining agreement at CONAP, Inc. CONAP, Inc. is a
wholly-owned subsidiary of Cytec Industries Inc. Prior to September 1, 1996
employees of CONAP, Inc. became eligible to participate in the Plan on the first
January 1 or July 1 subsequent to employment. After September 1, 1996 an
employee may participate in the Plan starting the first day of the calendar
quarter following his or her hire date. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
7
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CONAP, Inc. Employees' Savings &
Profit Sharing Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Prior to September 1, 1996 employees could contribute up to 6% of their pre-tax
earnings. Additional contributions could be made by employees on an after-tax
basis up to 16% of the employees' earnings, subject to IRS limitations. CONAP,
Inc. matched 30% of the employees' basic contribution, as defined. For
contributions made after September 1, 1996, employees may contribute pre-tax
earnings to the Plan in increments of 1%, up to the maximum annual contribution
allowed ($9,500 in 1996), subject to IRS limitations. Also beginning with salary
deferrals made on or after September 1, 1996, CONAP, Inc. matches 75% of
employee deferrals. Salary deferrals in excess of 4% are not matched.
Beginning on September 1, 1996, CONAP, Inc. will contribute 1% of each eligible
employee's annual compensation to the plan regardless of salary deferral. This
contribution is made at the end of the plan year. An employee must be employed
on the last day of the calendar year and have worked 1,000 hours during the
calendar year in order to receive this contribution.
Employee contributions are 100% vested at the time the contribution is made.
Vesting in employer contributions is based upon the participant's number of
years of service in accordance with the following schedule:
Completed Years Percent
of Service Vested
--------------- -------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%
Upon termination, the participant will receive his or her vested portion in a
lump-sum distribution.
Also effective September 1, 1996, the Plan was amended to allow borrowing of up
to 50% of an employees' vested account balance subject to restrictions.
8
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CONAP, Inc. Employees' Savings &
Profit Sharing Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
The foregoing description of the Plan provides only general information.
Participants should refer to the Summary Plan Description for CONAP, Inc.
Employees' Savings & Profit Sharing Plan for a more complete description of the
Plan's provisions. Copies are available from the Plan administrator.
3. Investments
The Plan's investments are held by a bank-administered trust fund (Mellon Bank).
The participants of the Plan may elect to invest in the following investment
funds:
Dreyfus-Certus Stable Value Fund - This is a collective investment fund
with an investment objective of high current income and stability of
principal. The fund will only purchase GICs from highly rated issuers.
This fund was first offered as an option in the plan on September 1,
1996. The Mellon Bank Employee Benefit Temporary Investment Fund,
available under the Plan through August 31, 1996, was invested in
high-quality money market investments that include short-term corporate
discount notes and demand notes.
Mellon Bank Stock Index Fund - This is a collective fund which closely
tracks the investment performance of the Standard & Poor's 500 Composite
Price Index.
Mellon Bank Balanced Fund - The asset mix of this fund is set at 60%
stocks and 40% bonds with a 20% variance in favor of either asset. The
funds used in this mix are Mellon Bank Stock Fund and Mellon Bank
Intermediate Bond Fund.
Mellon Bank Special Stock Fund - This fund provides an account with
diversified holdings in common stocks of small-to-mid capitalized
companies.
Mellon Bank Active Core Bond Fund - This fund provides representation
in the investment grade bond market. This market includes all Treasury,
Government/Agency and corporate obligations with maturities from one to
forty years.
Cytec Industries Stock Fund - This fund invests exclusively in
registered shares of Cytec Industries common stock, the parent company
of the Plan Sponsor.
9
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CONAP, Inc. Employees' Savings &
Profit Sharing Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Net assets available for benefits represent contributions made by CONAP, Inc.
and employees, plus credited interest and changes in appreciated value, less
funds used to make distributions.
The fair value of individual investments that represent 5% or more of the Plan's
net assets at year end are as follows:
December 31
1996 1995
-----------------------------
Dreyfus-Certus Stable Value Fund $ 670,604 $ -
Mellon Bank Temporary Investment Fund - 1,213,480
Mellon Bank Stock Index Fund 821,379 1,554,492
Mellon Bank Balanced Fund 565,683 -
Mellon Bank Special Stock Fund 1,120,224 -
Cytec Industries Stock Fund 207,176 -
The net appreciation in the fair value of the Plan's investments (including
investments bought, sold, as well as held during the year) was as follows:
1996 1995
-----------------------------
Dreyfus-Certus Stable Value Fund $ 5,668 $ -
Mellon Bank Temporary Investment Fund - -
Mellon Bank Stock Index Fund 294,223 446,853
Mellon Bank Balanced Fund 31,441 -
Mellon Bank Special Stock Fund 74,985 -
Mellon Bank Active Core Bond Fund 274 -
Cytec Industries Stock Fund 11,883 -
4. Transactions with Parties-In-Interest
All legal and administrative services were provided at the expense of CONAP,Inc.
10
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CONAP, Inc. Employees' Savings &
Profit Sharing Plan
Notes to Financial Statements (continued)
5. Income Tax Status
The Internal Revenue Service ruled, in a determination letter dated June 13,
1995, that the Plan qualifies under Section 401(a) of the Internal Revenue Code
(IRC) and is, therefore, not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan has been amended subsequent to the date of
the determination letter. The Plan Sponsor is not aware of any course of action
or series of events that have occurred that might adversely affect the Plan's
qualified status.
11
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Schedules
12
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CONAP, Inc. Employees' Savings &
Profit Sharing Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Description of Unit Current
Identity of Issuer Investment Shares Cost Value
- - ------------------ -------------- ------ ---- -------
<S> <C> <C> <C> <C>
Mellon Bank, N.A. Dreyfus-Certus 670,604 $ 670,604 $ 670,604
Stable Value Fund
Mellon Bank, N.A. Stock Index Fund 1,172 448,948 821,379
Mellon Bank, N.A. Balanced Fund 4,796 539,256 565,683
Mellon Bank. N.A. Special Stock Fund 2,622 1,047,598 1,120,224
Mellon Bank, N.A. Active Core
Bond Fund 4,391 34,919 34,919
Mellon Bank, N.A. Cytec Stock Fund 5,102 194,208 207,176
Mellon Bank, N.A. Loan Fund 35,500 - 35,500
Participant Loans
</TABLE>
13
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CONAP, Inc. Employees' Savings and Profit Sharing Plan
Item 27(d) - Schedule of Reportable 5% Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
Number of Number of Total Total Net Gain
Identity of Issuer Description of Assets Purchases Sales Purchases Sales or (Loss)
- - ------------------ --------------------- -----------------------------------------------------------------------
Category iii - A Series of Transactions in a Security Issue Aggregating in Excess of 5% of Plan Assets
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mellon Bank, N.A. Investment in Fixed
Income Fund 1 $ 649,500
Mellon Bank, N.A. Sale of Fixed
Income Fund 2 $ 1,217,208
Mellon Bank, N.A. Purchase of Equity Fund 1 1,220,817
Mellon Bank, N.A. Sale of Equity Fund 2 2,434,186 $ 524,337
Mellon Bank, N.A. Purchase of Balanced Fund 2 525,645
Mellon Bank, N.A. Sale of Balanced Fund 1 525,600
Mellon Bank, N.A. Purchase of Special Stock Fund 2 $ 2,070,184
Mellon Bank, N.A. Sale of Special Stock Fund 1 1,033,000
Mellon Bank, N.A Purchase of Cytec
Common Stock 2 $ 401,400
Mellon Bank, N.A. Sale of Cytec Common Stock 1 $ 204,785
</TABLE>
14
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Exhibit:
23.1 Consent of Ernst and Young LLP
Signature
The Plan. Pursuant to the requirements of the Securities and 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.
CONAP, Inc. Employees' Savings and Profit Sharing Plan
/s/ J.W. Hirsch
---------------
J.W. Hirsch
Administrator
Date June 30, 1997
-------------
15
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EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description Page
- - ------- ----------- ----
<S> <C> <C>
23.1 Consent of Independent Auditors 17
</TABLE>
16
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EXHIBIT 23.1
Consent of Independent Auditors
-------------------------------
Board of Directors
Cytec Industries Inc.
We consent to incorporation by reference in the registration statements (Form
S-8 Nos. 33-80710, 33-83576, 33-85666 and 333-11121 and Form S-3 No. 333-3808)
of Cytec Industries Inc. of our report dated June 26, 1997, with respect to the
financial statements and schedules of the CONAP, Inc. Employees' Savings and
Profit Sharing Plan, included in this Annual Report (Form 11-K) for the fiscal
year ended December 31, 1996.
Ernst & Young LLP
Buffalo, New York
June 26, 1997
17
