SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] for the fiscal year ended December 31, 1999
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] for the transition period from
to
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COMMISSION FILE NUMBER 1-12716
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
EMPLOYEE SAVINGS PLAN OF
KOPPERS INDUSTRIES, INC. AND SUBSIDIARIES
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offices:
KOPPERS INDUSTRIES, INC.
436 Seventh Avenue
Pittsburgh, Pennsylvania 15219-1800
<PAGE>
REQUIRED INFORMATION
Report of Independent Auditors
J. E. Boan, Chairman
The Retirement Board
Koppers Industries, Inc.
Pittsburgh, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the Employees Savings Plan of Koppers Industries, Inc. and Subsidiaries as of
December 31, 1999 and 1998, and the related statement of changes in net assets
available for benefits 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.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Employees
Savings Plan of Koppers Industries, Inc. and Subsidiaries at December 31, 1999
and 1998, and the changes in its net assets available for benefits for the year
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999 is presented
for purposes 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 has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
June 8, 2000
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<PAGE>
<TABLE>
Employee Savings Plan of
Koppers Industries, Inc. and Subsidiaries
Statements of Net Assets Available for Benefits
<CAPTION>
DECEMBER 31
1999 1998
----------------------------------
<S> <C> <C>
ASSETS
Investments at fair value:
Putnam Income Fund $ 648,192 $ 961,493
Putnam Voyager Fund 7,403,139 4,587,921
Putnam New Opportunities Fund 5,864,441 3,418,601
Putnam Asset Allocation: Growth Portfolio 2,199,988 1,845,244
Putnam Asset Allocation: Balanced Portfolio 3,496,585 2,964,344
Putnam Asset Allocation: Conservative Portfolio 1,056,872 708,641
Putnam S&P 500 Index Fund 11,390,787 9,859,111
Putnam International Growth Fund 2,192,020 1,267,613
Putnam New Value Fund 237,752 106,439
Putnam Stable Value Fund 11,270,469 10,449,982
Company Stock Fund 6,274,132 5,058,696
Participant loans 1,434,675 1,477,865
----------------------------------
Total investments 53,469,052 42,705,950
Employer's contribution receivable 458,871 83,632
Employee contribution receivable 138,735 184,711
----------------------------------
Net assets available for benefits $54,066,658 $42,974,293
==================================
See accompanying notes.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Employee Savings Plan of
Koppers Industries, Inc. and Subsidiaries
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
<S> <C>
Additions to net assets attributed to:
Investment income:
Net realized/unrealized appreciation in
fair value of investments $ 8,723,453
Interest and dividends 2,557,202
---------------
11,280,655
Contributions:
Employer 895,677
Employee 1,641,842
---------------
2,537,519
---------------
Total additions 13,818,174
Investment fees (14,096)
Benefit payments (2,711,713)
---------------
Net increase in assets available 11,092,365
Net assets available for benefits at beginning of year 42,974,293
---------------
Net assets available for benefits at end of year $54,066,658
===============
See accompanying notes.
</TABLE>
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<PAGE>
Employee Savings Plan of
Koppers Industries, Inc. and Subsidiaries
Notes to Financial Statements
December 31, 1999
1. SUMMARY OF ACCOUNTING POLICIES
DESCRIPTION OF THE PLAN
The Employee Savings Plan of Koppers Industries, Inc. and Subsidiaries (Company)
(the Plan) is a defined contribution profit sharing and savings plan, with a
401(k) salary reduction feature. The Plan was implemented on January 1, 1989
upon the formation of the Company. Participants should refer to the summary plan
description for a more complete description of the Plan's provisions.
Substantially all nonunion employees are eligible to become participants in the
Plan. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
CONTRIBUTIONS
Employee contributions can range from 1% to 16% of their annual compensation
subject to Internal Revenue Code limitations. The Company matches 100% of the
first one percent and 50% of the second and third percent of employee
compensation contributed. The Company may, at the Board of Directors'
discretion, contribute an additional amount to the Plan (Discretionary
Contribution). A Discretionary Contribution in the amount of $418,089 and
$44,503 was made for the years ended December 31, 1999 and 1998, respectively.
The Company pays certain administrative expenses of the Plan.
ROLLOVER CONTRIBUTIONS
Participants are allowed to make rollover contributions (contributions
transferred to the Plan from other qualified retirement plans) with the consent
of the Board of Directors' Administrative Committee, subject to certain
requirements.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of the Company's contributions and plan earnings. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account.
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<PAGE>
Employee Savings Plan of
Koppers Industries, Inc. and Subsidiaries
Notes to Financial Statements (continued)
VESTING
Participants are 100% vested in the value of all contributions upon retirement,
death, or permanent disability.
1. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
VESTING (CONTINUED)
If employment is terminated for any reason other than retirement, death, or
permanent disability, a participant is entitled to receive 100% of employee
contributions, employer matching contributions, and rollover contributions. The
vested value of any Company discretionary contributions is determined in
accordance with the following schedule:
YEARS OF SERVICE VESTED INTEREST
---------------- ---------------
Less than five years 0%
Five years or more 100%
Generally amounts forfeited by participants upon termination are used to reduce
the amount of future employer contributions to the Plan.
PARTICIPANT DISTRIBUTIONS
At the election of the participant, distributions may be paid using one or more
of the following methods subject to certain limitations:
o one-lump sum payment in cash; or
o payments over a certain period in monthly, quarterly, semiannual, or annual
cash installments.
LOANS TO PARTICIPANTS
A participant may borrow money from the Plan in amounts up to 50% of the
participant's vested account balance up to $50,000. All loans are at a rate of
interest equal to prime plus 1%. The participant's nonforfeitable interest in
the Plan is pledged as collateral for the loan.
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<PAGE>
Employee Savings Plan of
Koppers Industries, Inc. and Subsidiaries
Notes to Financial Statements (continued)
1. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
INVESTMENTS VALUATION
Mutual funds are valued at quoted market prices which represent the net asset
values of shares held by the Plan at year-end. Shares of Koppers Industries,
Inc. common stock included in the Company Stock Fund are valued at fair value
based upon an independent valuation obtained by management. The participant
loans are valued at their outstanding balances, which approximate fair value.
FORFEITURES
At December 31, 1999 and 1998, the balance in the forfeiture account was $78,911
and $55,499, respectively.
RECLASSIFICATION
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
2. INVESTMENTS
The net appreciation in investments by investment type is summarized as follows:
NET CHANGES IN
FAIR VALUE
-----------------
DECEMBER 31
1999
-----------------
Investments at fair value as determined by
quoted market prices:
Registered investment companies $7,154,920
Company stock 1,568,533
-----------------
$8,723,453
=================
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<PAGE>
Employee Savings Plan of
Koppers Industries, Inc. and Subsidiaries
Notes to Financial Statements (continued)
3. 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, the
interests of all affected participants will become fully vested.
4. INCOME TAX STATUS
The Plan applied for but has not received a determination letter from the
Internal Revenue Service stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code. However, the plan administrator believes that the
Plan is qualified and, therefore, the related trust is exempt from taxation.
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<PAGE>
<TABLE>
Employee Savings Plan of
Koppers Industries, Inc. and Subsidiaries
(Plan Number 001)
EIN 25-1588399
Schedule H, Line 4i--Schedule of Assets Held for Investment Purposes
at End of Year
December 31, 1999
<CAPTION>
CURRENT
SHARES ASSET DESCRIPTION VALUE
---------------------------------------------------------------------------------------
<S> <C> <C>
101,917 *Putnam Income Fund $ 648,192
239,119 *Putnam Voyager Fund 7,403,139
64,473 *Putnam New Opportunities Fund 5,864,441
144,736 *Putnam Asset Allocation: Growth Portfolio 2,199,988
269,798 *Putnam Asset Allocation: Balanced Portfolio 3,496,585
100,272 *Putnam Asset Allocation: Conservative Portfolio 1,056,872
326,010 *Putnam S&P 500 Index Fund 11,390,787
73,855 *Putnam International Growth Fund 2,192,020
20,047 *Putnam New Value Fund 237,752
11,270,469 *Putnam Stable Value Fund 11,270,469
272,788 *Company Stock Fund 6,274,132
N/A Participant loans--7% to 9.5% 1,434,675
-------------
$53,469,052
=============
*Party-in-interest
</TABLE>
EXHIBITS
None.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee for the Employee Savings Plan of Koppers
Industries, Inc. and Subsidiaries has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
EMPLOYEE SAVINGS PLAN OF KOPPERS
INDUSTRIES, INC. AND SUBSIDIARIES
Date: JUNE 16, 2000 By: /s/ Randall D. Collins
--------------------- ------------------------
Randall D. Collins
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