<PAGE>
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from .................... to ....................
Commission file number: (1-13888)
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UCAR CARBON SAVINGS PLAN
(Full title of the plan)
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UCAR INTERNATIONAL INC.
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(Name of issuer of the securities held pursuant to the plan)
3102 WEST END AVENUE, SUITE 1100, NASHVILLE, TN 37203
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(Address of principal executive office)
<PAGE>
UCAR CARBON SAVINGS PLAN
TABLE OF CONTENTS
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 1998 and 1999............................... Page 3
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1998 and 1999................. Page 4
Notes to Financial Statements...................................... Page 5
SUPPLEMENTAL SCHEDULE:
Schedule I: Schedule of Assets Held for Investment Purposes........ Page 11
INDEPENDENT AUDITORS' REPORT......................................... Page 12
INDEPENDENT AUDITORS' CONSENT........................................ Page 13
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<PAGE>
UCAR CARBON SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1999
<TABLE>
<CAPTION>
December 31,
1998 1999
---- ----
<S> <C> <C>
ASSETS:
Investments, at fair value
Registered investment companies:
Vanguard Retirement Savings Trust (UCAR Stable Value Fund)............ $14,674,700 $25,655,358
Vanguard 500 Index Fund............................................... 16,202,910 20,186,088
Vanguard Windsor II Fund.............................................. 21,211,071 17,543,109
Vanguard PRIMECAP Fund................................................ 2,945,778 7,000,898
Vanguard LifeStrategy Conservative Growth Fund........................ 4,950,827 4,986,989
Vanguard LifeStrategy Moderate Growth Fund............................ 2,440,818 2,243,927
Vanguard LifeStrategy Growth Fund..................................... 1,328,690 2,171,611
Vanguard International Growth Fund.................................... 1,073,353 1,616,419
UAM ICM Small Company Portfolio....................................... 1,081,300 1,084,789
Vanguard LifeStrategy Income Fund..................................... 1,057,725 891,336
-------------- ---------------
66,967,172 83,380,524
UCAR International Inc. Common Stock Fund................................ 6,419,372 7,706,314
UCAR International Inc. Discounted Common Stock Fund..................... 1,156,207 1,661,771
Union Carbide Corp. Common Stock Fund.................................... 3,203,320 2,963,539
Praxair Inc. Common Stock Fund........................................... 2,821,090 2,238,276
Participant loans receivable............................................ 3,372,564 3,446,570
-------------- ---------------
Total investments, at fair value................................ 83,939,725 101,396,994
Investments, at contract value
Contracts with insurance companies (UCAR Stable Value Fund).............. 32,680,772 24,175,371
-------------- ---------------
Net assets available for benefits................................. $116,620,497 $125,572,365
============== ===============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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<PAGE>
UCAR CARBON SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1999
<TABLE>
<CAPTION>
Year Ended December 31,
1998 1999
---- ----
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Employer $2,129,748 $1,803,804
Participants 6,150,538 5,311,581
--------------- ---------------
Total contributions 8,280,286 7,115,385
--------------- ---------------
Investment income:
Interest and dividend income, investments 3,174,458 3,702,414
Interest income, participant loans 307,925 273,608
Net appreciation in fair value of investments 537,988 7,274,254
--------------- ---------------
Total investment income 4,020,371 11,250,276
--------------- ---------------
Transfers from other plans 5,352 --
--------------- ---------------
Total additions 12,306,009 18,365,661
--------------- ---------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants 6,296,378 9,410,620
Other deductions 2,083 3,173
--------------- ---------------
Total deductions 6,298,461 9,413,793
--------------- ---------------
Net additions for the year 6,007,548 8,951,868
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 110,612,949 116,620,497
--------------- -------------
End of year $116,620,497 $125,572,365
=============== =============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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<PAGE>
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1999
(1) DESCRIPTION OF THE PLAN
The following brief description of the UCAR Carbon Savings Plan (herein
referred to as the "Plan") is provided for general information only.
Participants should refer to the plan document for more complete
information.
GENERAL
The Plan is a defined contribution plan consisting of several separate
investment options as described below.
ADMINISTRATION
The Plan is administered by the Savings Plan Administrative Committee.
PARTICIPATION
The Plan is available to all regular employees of UCAR Carbon Company
Inc. and participating affiliate companies (collectively, the "Company").
CONTRIBUTIONS
Participating employees can contribute 1% to 7.5% of their compensation
into the Plan as basic contributions. An additional 0.5% to 10% of
employee compensation may be contributed as supplemental contributions.
Employee contributions are subject to applicable Internal Revenue Code
limitations.
The Company contributes on behalf of each participating employee an
amount equal to 50% of the employee's basic contributions. Prior to 1998,
the Company contributed on behalf of each participant an amount equal to
30% of the employee's basic contributions.
VESTING AND DISTRIBUTIONS
Participants are immediately vested in 100% of their account balance
(including employer contributions plus actual earnings thereon).
Withdrawals from the 401(k) plans can be made for financial hardship,
after age 59 1/2, retirement or other termination of employment or may be
deferred under the terms of the Plan. Other savings plan withdrawals are
subject to conditions stated in the Plan.
PARTICIPANT ACCOUNTS
Participants' accounts are credited with participant contributions,
contributions from the Company and an allocation of investment income
from the Plan. The allocations of investment income are based upon
participants' account balances.
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<PAGE>
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999
PARTICIPANT LOANS
The Plan permits participants to borrow money from their accounts. A
minimum account balance of $2,000 is required to qualify for a loan. The
minimum loan is $1,000 and the maximum loan is 50% of a participants'
account balance up to a maximum loan of $50,000. Participants are
required to repay the loan plus a fixed interest rate based on current
lending rates. Interest is added to the participant's account.
TRUSTEE AND RECORDKEEPER
The Plan's trustee is Vanguard Fiduciary Trust Company and the Plan's
recordkeeper is The Vanguard Group.
INVESTMENT OPTIONS
During the plan year ending December 31, 1998 and 1999, participants were
able to allocate their basic and supplemental contributions and Company
matching contributions in one percentage point increments in any or all
of the following investment options:
VANGUARD WINDSOR II FUND: Seeks to provide long-term growth of
capital and income from dividends by investing in a diversified
group of out-of-favor stocks of large-capitalization companies.
The stocks generally sell at prices below the overall market
average compared to their dividend income and future return
potential.
VANGUARD 500 INDEX FUND: Seeks to provide long-term growth of
capital and income from dividends by holding all of the 500 stocks
that make up the unmanaged Standard & Poor's 500 Composite Stock
Price Index, a widely recognized benchmark of U.S. stock market
performance.
VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND: Seeks to provide a
high level of income and moderate long-term growth of capital and
income by investing in five Vanguard funds: a domestic stock fund,
an international stock fund, two bond funds, and an asset
allocation fund. The fund's asset allocation ranges are expected
to be 25%-50% stocks, 50%-75% bonds, and 0%-25% cash investments.
VANGUARD PRIMECAP FUND: Seeks long-term growth of capital by
investing in stocks of companies with above-average prospects for
continued earnings growth, strong industry positions, and skilled
management teams.
VANGUARD LIFESTRATEGY MODERATE GROWTH FUND: Seeks to provide a
reasonable level of income and long-term growth of capital and
income by investing in four Vanguard funds: a domestic stock fund,
an international stock fund, a bond fund, and an asset allocation
fund. The fund's asset allocation ranges are expected to be
45%-70% stocks, 30%-55% bonds, and 0%-25% cash investments.
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<PAGE>
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999
VANGUARD LIFESTRATEGY GROWTH FUND: Seeks to provide long-term
growth of capital by investing in four other Vanguard funds: a
domestic stock fund, an international stock fund, a bond fund, and
an asset allocation fund. The fund's asset allocation ranges are
expected to be 65%-90% stocks, 10%-35% bonds, and 0%-25% cash
investments.
VANGUARD INTERNATIONAL GROWTH FUND: Seeks to provide long-term
growth of capital by investing in stocks of high-quality, seasoned
companies based outside the United States. Stocks are selected
from more than 15 countries.
VANGUARD LIFESTRATEGY INCOME FUND: Seeks to provide a high level
of income by investing in four Vanguard funds: a stock fund, two
bond funds, and an asset allocation fund. The fund's asset
allocation ranges are expected to be 5%-30% stocks, 70%-95% bonds,
and 0%-25% cash investments.
UAM ICM SMALL COMPANY PORTFOLIO: Seeks long-term total return,
consistent with reasonable risk. The fund invests at least 80% of
assets in common stocks of companies with market capitalizations
between $50 million and $700 million.
UCAR INTERNATIONAL INC. COMMON STOCK FUND and UCAR INTERNATIONAL
INC. DISCOUNTED COMMON STOCK FUND: Seek to provide the potential
for long-term growth through increases in the value of the common
stock of UCAR International Inc. (herein referred to as "UCAR
Stock"). The UCAR Discounted Stock Fund purchases UCAR Stock at
90% of the market price. Because the stock is discounted, certain
restrictions apply. The restrictions include the following:
o Only employee contributions and the Company's matching
contribution may be used to invest in this fund,
o Any units purchased must remain in the fund for at
least twelve months,
o Supplemental deposits or loan repayments may not be
invested in this fund.
UCAR Stock is publicly traded on the New York Stock Exchange and
had a closing price of $17.8125 per share at December 31, 1999 and
$17.8125 per share at December 31, 1998. At June 7, 2000, the
closing price of UCAR Stock was $13.3125.
UCAR STABLE VALUE FUND: Seeks to provide a high level of income
and a stable unit value of $1.00 in most cases. This fund invests
in fixed income contracts with highly rated insurance companies.
As these contracts expire and as new money is invested, the money
is invested in the Vanguard Retirement Savings Trust. This Trust
invests primarily in investment contracts issued and backed by
financial institutions and in alternative contracts backed by high
quality bonds and bond mutual funds owned by the Trust.
In addition to the preceding funds, two other funds from earlier plans
still exist (the Union Carbide Corp. Common Stock Fund and the Praxair
Inc. Common Stock Fund). Participants may no longer invest their
contributions in these funds or make transfers into these funds.
Transfers out of these funds are still allowed. These funds seek to
provide the potential for long-term growth through increases in the value
of the common stock and income from dividends of Union Carbide
Corporation and Praxair Incorporated. Dividends from both the Union
Carbide Corp. Common Stock Fund and the Praxair Inc. Common Stock Fund
are automatically reinvested in the UCAR Stable Value Fund.
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<PAGE>
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are reported at fair value, based upon quoted market prices,
except for the contracts with insurance companies within the UCAR Stable
Value Fund. These contracts with insurance companies are carried at
contract value since they are fully benefit-responsive (see note 8).
Unrealized appreciation or depreciation of investments carried at fair
value is recognized currently in the financial statements. Purchases and
sales of investments are recorded on the trade date. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
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 reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to net assets
and deductions from net assets during the reporting period. Actual
results could differ from those estimates.
(3) FEDERAL INCOME TAXES
On December 7, 1995, the Plan secured a favorable determination as a
qualified plan under Section 401(a) of the Internal Revenue Code (IRC),
and that the trust created under the Plan is exempt from Federal income
tax under Section 501(a) of the IRC. This determination letter was
applicable for amendments adopted on March 17, 1995. The Plan has been
amended since March 17, 1995. However, the Plan administrator believes
that the Plan is designed and is currently being operated in compliance
with the applicable provisions of the IRC.
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<PAGE>
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999
(4) PLAN EXPENSES
All costs and expenses, including transfer taxes and brokerage
commissions incurred in connection with the sale of stock of Union
Carbide Corp. or Praxair Inc. are deducted from the proceeds of such
sale. Similar costs and expenses incurred in connection with the sale or
purchase of stock in the UCAR International Inc. Common Stock Fund or
UCAR International Inc. Discounted Common Stock Fund are charged to the
applicable fund. For the years ended December 31, 1998 and 1999, the
Company paid all costs of administration and bore the expenses of
collecting and distributing amounts from and to the participants and of
keeping the records of the Plan, except for certain loan origination fees
and annual loan maintenance fees bore by the participants
(5) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company reserves
the right to amend, modify, suspend or terminate the Plan. In the event
of Plan termination, participants would receive the full value of their
accounts.
(6) RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of
Vanguard Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for only
those investments as defined by the Plan. Transactions in such
investments qualify as party-in-interest transactions which are exempt
from the prohibited transactions rules.
(7) INVESTMENTS OF 5% OR MORE
Investments that represent 5% or more of the Plan's net assets at
December 31, 1998 and 1999 are as follows:
<TABLE>
<CAPTION>
December 31,
1998 1999
---- ----
<S> <C> <C>
Vanguard Retirement Savings Trust (UCAR Stable Value Fund)............ $14,674,700 $25,655,358
Vanguard 500 Index Fund............................................... 16,202,910 20,186,088
Vanguard Windsor II Fund.............................................. 21,211,071 17,543,109
UCAR International Inc. Common Stock Fund............................. 6,419,372 7,706,314
Contracts with insurance companies (UCAR Stable Value Fund)........... 32,680,772 24,175,371
Vanguard PRIMECAP Fund................................................ 2,945,778 7,000,898
</TABLE>
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<PAGE>
UCAR CARBON SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998 AND 1999
(8) INVESTMENT CONTRACTS WITH INSURANCE COMPANIES WITHIN THE UCAR STABLE
VALUE FUND
The following is a summary of investments in contracts with insurance
companies at contract value within the UCAR Stable Value Fund at December
31, 1998 and 1999. Contract value represents original deposits under the
contract credited with actual earnings and charged for expenses and
withdrawals. Contract value approximates fair value.
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
Metropolitan Life Insurance Company:
Contract No. 13919, 7.84%, due 3/31/01............................ $ 2,110,650 $ 1,297,397
Transamerica Life Insurance:
Contract No. GIC, 6.23%, due 10/01/01............................. 3,786,127 3,448,200
Life of Virginia:
Contract No. 2832, 8.14%, due 10/02/00............................ 1,432,363 1,324,415
The Protective Life Insurance Company:
Contract No. 1, 6.05%, due 9/30/99................................ 498,836 --
Contract No. 916, 5.39%, due 3/31/00.............................. 845,602 380,141
New York Life Insurance Company:
Contract No. 06740, 5.70%, due 3/31/99............................ 1,259,724 --
Allstate Life Insurance Company:
Contract No. 5618, 7.22%, due 10/01/01............................ 3,296,804 2,016,353
Principal Mutual:
Contract No. 10081, 5.20%, due 10/02/00........................... 2,371,794 1,067,954
CNA:
Contract No. 12972, 7.12%, due 9/29/00............................ 2,119,627 968,873
Combined Insurance Company of America:
Contract No. 1061, 6.45%, due 3/31/02............................. 2,642,517 2,406,862
People Security Life:
Contract No. 00614FR, 6.83%, due 10/01/01......................... 1,950,265 1,781,324
Contract No. 00625FR, 6.94%, due 10/01/01......................... 1,955,643 1,789,082
Sunamerica Life Insurance Co.:
Contract No. 4677, 6.56%, due 3/31/02............................. 2,559,343 2,334,726
Contract No. 4714, 7.12%, due 9/30/02............................. 1,931,749 1,772,120
John Hancock:
Contract No. 8910, 6.95%, due 09/30/02............................ 3,919,728 3,587,924
--------------- ---------------
Total contracts with insurance companies............................ $ 32,680,772 $ 24,175,371
=============== ================
</TABLE>
The crediting interest rates, shown above, are determined at the
inception of the contracts. The average yield for contracts with
investment companies was 6.7% and 6.8% for the years ended December 31,
1998 and 1999, respectively.
At December 31, 1998 and 1999, the remainder of the UCAR Stable Value
Fund is invested in the Vanguard Retirement Savings Trust which is a
collective, commingled trust. The Plan owns 14,780,901 and 25,338,932
shares in the Trust at December 31, 1998 and 1999, respectively. As the
above contracts with insurance companies expire and new monies are
received, the funds will be invested in this Trust.
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<PAGE>
SCHEDULE I
UCAR CARBON SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
MARKET
DESCRIPTION VALUE
-------------------------------------------------------------------------------- --------------
<S> <C> <C>
* Vanguard Retirement Savings Trust, 25,338,932 shares....................... $ 25,655,358
* Vanguard 500 Index Fund, 149,162 shares.................................... 20,186,088
* Vanguard Windsor II Fund, 702,567 shares................................... 17,543,109
* Vanguard PRIMECAP Fund, 112,790 shares..................................... 7,000,898
* Vanguard LifeStrategy Conservative Growth Fund, 330,264 shares............. 4,986,989
* Vanguard LifeStrategy Moderate Growth Fund, 123,428 shares................. 2,243,927
* Vanguard LifeStrategy Growth Fund, 101,430 shares.......................... 2,171,611
* Vanguard International Growth Fund, 71,873 shares.......................... 1,616,419
* UAM ICM Small Company Portfolio, 52,229 shares............................. 1,084,789
* Vanguard LifeStrategy Income Fund, 69,527 shares........................... 891,336
* UCAR International Inc. Common Stock, 435,631 shares, par value $.01....... 7,706,314
* UCAR International Inc. Discounted Common Stock, 94,045 shares,............
par value $.01......................................................... 1,661,771
* Union Carbide Corp. Common Stock, 44,679 shares, par value $1.............. 2,963,539
* Praxair Inc. Common Stock, 45,009 shares, par value $.01................... 2,238,276
* Participant loans (6.5%-9.4%)............................................. 3,446,570
* Contracts with insurance companies......................................... 24,175,371
--------------
Total......................................................... $ 125,572,365
==============
</TABLE>
* REPRESENTS PARTY-IN-INTEREST.
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<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of the UCAR Carbon Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the UCAR Carbon Savings Plan (the "Plan") as of December 31, 1998 and 1999,
and the related statements of changes in net assets available for benefits for
the years then ended. 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, 1998 and 1999, and the changes in net assets available for benefits
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 schedule I is presented
for the purpose of additional analysis and is not a required part of the basic
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 the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG LLP
Nashville, Tennessee
June 7, 2000
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<PAGE>
SIGNATURE
Pursuant to the requirement 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.
UCAR CARBON SAVINGS PLAN
Date: June 28, 2000 By: /S/ Corrado F. DeGasperis
--------------------------
Corrado F. DeGasperis
VICE PRESIDENT AND CHIEF
INFORMATION OFFICER
(PRINCIPAL ACCOUNTING OFFICER)
MEMBER OF THE SAVINGS PLAN
ADMINISTRATIVE COMMITTEE
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