<PAGE>
FORM 11-K ANNUAL REPORT
5043
________________________________________________________________________________
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________________________
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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 0-12345
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAMED BELOW:
STILLWATER MINING COMPANY, BARGAINING UNIT,
401K PLAN & TRUST
STILLWATER MINING COMPANY
1891 EAST 1st AVENUE SOUTH
P. O. BOX 1209
COLUMBUS, MT 59019
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF
ITS PRINCIPAL EXECUTIVE OFFICE:
STILLWATER MINING COMPANY
ONE TABOR CENTER
1200 SEVENTEENTH STREET, SUITE 900
DENVER, CO 80202
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT ACCOUNTANTS......................................... 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits, with Fund Information,
at December 31, 1998.................................................... 2
Statement of Net Assets Available for Benefits, with Fund Information,
at December 31, 1997.................................................... 3
Statement of Changes in Net Assets Available for Benefits,
with Fund Information, For the Year Ended December 31, 1998............. 4
Notes to Financial Statements............................................ 5-8
SCHEDULES*:
Schedule I - Schedule of Assets Held for Investment...................... 9
Schedule II - Schedule of Loans in Default............................... 10
Schedule III - Schedule of Reportable Transactions....................... 11
</TABLE>
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Stillwater Mining Company, Bargaining Unit, 401(k) Plan and Trust
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Stillwater Mining Company, Bargaining Unit, 401(k) Plan and Trust (the
"Plan") at December 31, 1998 and 1997, and the changes in net assets available
for benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment 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 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 plan benefits and changes in net
assets available for benefits of each fund. These supplemental schedules and
fund information are the responsibility of the Plan's management. 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.
September 20, 1999
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
- -------------------------------------------------------------------------------------------------
STILLWATER GROWTH AND GOVERNMENT ASSET
MINING COMPANY INCOME MAGELLAN SECURITIES MANAGER
FUND PORTFOLIO FUND FUND PORTFOLIO
<S> <C> <C> <C> <C> <C>
ASSETS
Investments
Common stock $580,735 $ - $ - $ - $ -
Mutual funds - 2,945,642 3,473,185 490,604 944,078
Participant loans - - - - -
Receivables:
Employer contributions 1,451 20,911 25,710 4,997 7,103
Participant contributions
and loan repayments 3,036 35,545 42,567 6,560 10,774
-------- ---------- -------- -------- --------
Total assets 585,222 3,002,098 3,541,462 502,161 961,955
-------- ---------- ---------- -------- --------
Net assets available
for benefits $585,222 $3,002,098 $3,541,462 $502,161 $961,955
======== ========== ========== ======== ========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
RETIREMENT LOW
GOVERNMENT PRICED DIVERSIFIED
MONEY MARKET STOCK INTERNATIONAL PARTICIPANT
PORTFOLIO FUND CONTRAFUND FUND LOANS TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
Common stock $ - $ - $ - $ - $ - $ 580,735
Mutual funds 464,983 142,753 132,460 67,699 - 8,661,404
Participant loans - - - - 763,444 763,444
Receivables:
Employer contributions 3,907 2,530 1,968 794 - 69,371
Participant contributions
and loan repayments 5,596 2,853 2,984 1,398 (29,773) 81,540
-------- -------- -------- ------- -------- -----------
Total assets 474,486 148,136 137,412 69,891 733,671 10,156,494
-------- -------- -------- ------- -------- -----------
Net assets available
for benefits $474,486 $148,136 $137,412 $69,891 $733,671 $10,156,494
======== ======== ======== ======= ======== ===========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
-2-
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
FUND INFORMATION
- ------------------------------------------------------------------------------------
GROWTH AND GOVERNMENT ASSET
INCOME MAGELLAN SECURITIES MANAGER
PORTFOLIO FUND FUND PORTFOLIO
<S> <C> <C> <C> <C>
ASSETS
Investments
Mutual funds $2,140,241 $2,531,069 $454,741 $782,174
Participant loans - - - -
Receivables:
Employer contributions 16,515 21,708 5,127 6,698
Participant contributions
and loan repayments 24,670 33,452 7,299 9,015
---------- ---------- -------- --------
Total assets 2,181,426 2,586,229 467,167 797,887
---------- ---------- -------- --------
Net assets available for
benefits $2,181,426 $2,586,229 $467,167 $797,887
========== ========== ======== ========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
- ------------------------------------------------------------------------------
RETIREMENT LOW
GOVERNMENT PRICED DIVERSIFIED
MONEY MARKET STOCK INTERNATIONAL PARTICIPANT
PORTFOLIO FUND CONTRAFUND FUND LOANS TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
Mutual funds $340,674 $29,568 $22,303 $ 9,434 $ - $6,310,204
Participant loans - - - - 601,255 601,255
Receivables:
Employer contributions 3,089 1,024 608 238 - 55,007
Participant contributions
and loan repayments 4,155 1,310 853 490 (19,882) 61,362
-------- ------- ------- ------- -------- ----------
Total assets 347,918 31,902 23,764 10,162 581,373 7,027,828
-------- ------- ------- ------- -------- ----------
Net assets available for
benefits $347,918 $31,902 $23,764 $10,162 $581,373 $7,027,828
======== ======= ======= ======= ======== ==========
</TABLE>
The accompanying notes are an
integral part of these financial statements.
-3-
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------------------------
STILLWATER
MINING
COMPANY GROWTH AND GOVERNMENT ASSET MANAGER
FUND INCOME PORTFOLIO MAGELLAN FUND SECURITIES FUND PORTFOLIO
----------- ------------------ --------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 292 $ 159,202 $ 163,684 $ 30,655 $ 175,118
Net appreciation (depreciation) in fair
value of investments 59,856 485,434 717,814 10,913 (42,564)
Interest income on loans 127 15,957 24,085 6,625 6,901
-------- ---------- ---------- -------- ----------
Total investment income 60,275 660,593 905,583 48,193 139,455
Employer contributions 2,230 239,821 311,006 65,940 86,036
Participant contributions and loan repayments 22,462 447,485 559,821 89,399 136,357
-------- ---------- ---------- -------- ----------
Total additions 24,692 687,306 870,827 155,339 222,393
Deductions from net assets attributed to:
Distributions and withdrawals - (52,792) (119,327) (30,109) (41,708)
Participant loan withdrawals - (205,859) (162,417) (40,483) (32,106)
Loan fees charged to participants - (3,994) (2,313) (1,344) (663)
Transfer to Stillwater Mining Company 401(k)
Plan and Trust - (221,843) (167,523) (14,827) (25,610)
-------- ---------- ---------- -------- ----------
Total deductions - (484,488) (451,580) (86,763) (100,087)
-------- ---------- ---------- -------- ----------
Net interfund transfers 500,255 (42,739) (369,597) (81,775) (97,693)
-------- ---------- ---------- -------- ----------
Net increase (decrease) 585,222 820,672 955,233 34,994 164,068
Net assets at beginning of plan year - 2,181,426 2,586,229 467,167 797,887
-------- ---------- ---------- -------- ----------
Net assets at end of plan year $585,222 $3,002,098 $3,541,462 $502,161 $961,955
======== ========== ========== ======== ==========
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------------
RETIREMENT LOW
GOVERNMENT PRICED DIVERSIFIED
MONEY MARKET STOCK INTERNATIONAL PARTICIPANT
PORTFOLIO FUND CONTRAFUND FUND LOANS T0TAL
------------ -------- ----------- -------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 22,143 $ 10,688 $ 9,669 $ 2,447 $ - $ 573,898
Net appreciation (depreciation) in fair
value of investments - (15,924) 14,244 1,384 - 1,231,157
Interest income on loans 2,322 276 440 238 - 56,971
-------- -------- -------- ------- -------- -----------
Total investment income 24,465 (4,960) 24,353 4,069 - 1,862,026
Employer contributions 45,429 28,759 17,463 6,933 - 803,617
Participant contributions and loan repayments 65,959 76,093 50,926 15,398 (248,152) 1,215,748
-------- -------- -------- ------- -------- -----------
Total additions 111,388 104,852 68,389 22,331 (248,152) 2,019,365
Deductions from net assets attributed to:
Distributions and withdrawals 6,172 (1,152) (1,208) (49) - (240,173)
Participant loan withdrawals (21,889) (1,625) (1,778) (1,706) 467,863 -
Loan fees charged to participants (750) (15) (19) (6) (40,716) (49,820)
Transfer to Stillwater Mining Company 401(k)
Plan and Trust (4,721) (1,210) (301) - (26,697) (462,732)
-------- -------- -------- ------- -------- -----------
Total deductions (21,188) (4,002) (3,306) (1,761) 400,450 (752,725)
-------- -------- -------- ------- -------- -----------
Net interfund transfers 11,903 20,344 24,212 35,090 - -
-------- -------- -------- ------- -------- -----------
Net increase (decrease) 126,568 116,234 113,648 59,729 152,298 3,128,666
Net assets at beginning of plan year 347,918 31,902 23,764 10,162 581,373 7,027,828
-------- -------- -------- ------- -------- -----------
Net assets at end of plan year $474,486 $148,136 $137,412 $69,891 $733,671 $10,156,494
======== ======== ======== ======= ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
On October 1, 1996, Stillwater Mining Company (the "Company") established
the Stillwater Mining Company, Bargaining Unit, 401(k) Plan and Trust (the
"Plan") for Union employees. The following description of the Plan provides
general information only. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all union employees of the
Company and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). Employees are eligible to participate in
the Plan after completion of six consecutive months of service.
PLAN AND TRUST ADMINISTRATION
The administration of the Plan is the responsibility of the Company. The
assets of the Plan are maintained in a trust fund administered under a
trust agreement with Fidelity Management Trust Company (the "Trustee").
CONTRIBUTIONS
Each participant has the option to make pre-tax "elective deferral
contributions" to the Plan of not less than 1% nor more than 10% of
eligible compensation. The Company contributes an amount equal to 200% of
each participant's elective deferral contribution, up to 3% of the
participant's compensation for the contribution period. Each participant
also has the option to make after-tax contributions to the Plan of not less
than 1% nor more than 10% of eligible compensation.
The Company may make annual discretionary profit sharing contributions
during each Plan year. Profit sharing contributions will be allocated to
participants based on the ratio of each participant's eligible compensation
to the total compensation paid to all eligible participants for the Plan
year.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and allocation of (a) the Company's matching contribution, (b) Plan
earnings and losses, and (c) discretionary contributions by the Company.
Allocations of Plan earnings and losses are based on individual participant
account balances in relation to the total of all participant account
balances.
VESTING
Participants are at all times fully vested in their voluntary contributions
plus actual earnings thereon. Vesting in employer contributions is based on
years of continuous service. Participants become 100 percent vested after
three years of service. During 1998, $7,220 of employer matching
contributions were forfeited by employees who terminated before those
amounts became vested. Forfeitures of terminated participants' nonvested
accounts are retained in the Plan and used to reduce future employer
matching contributions.
-5-
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------
PARTICIPANT LOANS
Participants may obtain loans from the Plan of not less than $1,000 nor
more than the lesser of one-half of their vested account balance or
$50,000. Repayment of the loan must be made through payroll deduction over
a five-year period, except for loans for the purchase of a participant's
principal residence, which can be repaid over a ten-year period.
PAYMENT OF BENEFITS
At termination of service, participants receive a lump-sum amount equal to
the vested value of his or her account.
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
APPRECIATION (DEPRECIATION) OF INVESTMENTS
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments, which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) of those investments.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. Actual results could differ from those estimates.
VALUATION OF INVESTMENTS AND INCOME RECOGNITION
Plan investments are valued at fair value based on the market value or
share price at the end of the year. Purchases and sales of investments are
recorded on the trade date. Dividends are recorded as of the ex-dividend
date. Interest income is recorded on the accrual basis.
Participant loans are valued at principal amount, which approximates fair
value.
EXPENSES OF THE PLAN
The Company reimburses the expenses incurred in the administration of the
Plan.
3. INVESTMENTS
Upon enrollment in the Plan, a participant may direct contributions to any
of nine investment options managed by the Trustee. The investment
alternatives include the Stillwater Mining Company Fund, the Growth and
Income Portfolio, the Magellan Fund, the Government Securities Fund, the
Asset Manager Portfolio, the Retirement Government Money Market Portfolio,
the Low Priced Stock Fund, the Contrafund and the Diversified International
Fund.
As of December 31, 1998, the number of participants holding assets in the
various investment options were as follows: 41 in the Stillwater Mining
Company Fund, 322 in the Growth and Income Portfolio, 341 in the Magellan
Fund, 105 in the Government Securities Fund, 130 in the Asset Manager
Portfolio, 73 in the Retirement Government Money Market Portfolio, 70 in
the Low Priced Stock Fund, 45 in the Contrafund and 30 in the Diversified
International Fund.
-6-
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------
The following table represents units of participation and net asset value
per unit for each investment option:
<TABLE>
<CAPTION>
1998 1997
---------------------------------- ------------------------------------
Units of Net Asset Units of Net Asset
Participation Value Per Unit Participation Value Per Unit
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Stillwater Mining Company Fund 24,335.24 $ 23.86 - $ -
Growth & Income Portfolio 64,259.21 45.84 56,174.30 38.10
Magellan Fund 28,746.78 120.82 26,567.33 95.27
Government Securities Fund 48,383.08 10.14 45,887.13 9.91
Asset Manager Portfolio 54,288.56 17.39 42,625.30 18.35
Retirement Gov't Money Market Portfolio 464,982.72 1.00 340,673.89 1.00
Low Priced Stock Fund 6,247.38 22.85 1,176.62 25.13
Contrafund 2,332.46 56.79 478.29 46.63
Diversified International Fund 3,820.47 17.72 584.89 16.13
</TABLE>
4. NET REALIZED GAINS/LOSSES ON INVESTMENTS
Net realized gains/losses from investment transactions for the year ended
December 31, 1998 were as follows:
<TABLE>
<CAPTION>
STILLWATER
MINING GROWTH GOVERNMENT
COMPANY & INCOME MAGELLAN SECURITIES
FUND PORTFOLIO FUND FUND
<S> <C> <C> <C> <C>
PROCEEDS $ 3,707 $677,069 $1,044,851 $430,469
COST 3,593 613,035 941,756 422,680
-------- -------- ---------- --------
NET GAIN/(LOSS) $ 114 $ 64,034 $ 103,095 $ 7,789
======== ======== ========== ========
LOW
ASSET PRICED DIVERSIFIED
MANAGER STOCK INTERNATIONAL
PORTFOLIO FUND CONTRAFUND FUND
PROCEEDS $205,686 $ 15,772 $ 29,346 $ 21,393
COST 200,219 16,734 26,188 20,970
-------- -------- ---------- --------
NET GAIN/(LOSS) $ 5,467 $ (962) $ 3,158 $ 423
======== ======== ========== ========
</TABLE>
-7-
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------
5. UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS
Net unrealized appreciation of investments amounted to $2,060,869 and
$1,012,830 at December 31, 1998 and 1997, respectively. The change in net
unrealized appreciation resulted in a Plan gain of $1,048,039 in 1998.
6. 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. However, no such
action may deprive any participant or beneficiary under the Plan of any
vested right.
7. TAX STATUS
The Company has obtained a favorable determination letter dated June 4,
1997 from the Internal Revenue Service as to the qualified status of the
Plan under Section 401(a) of the Internal Revenue Code. The Company is of
the opinion that the Plan has operated in conformity with the Internal
Revenue Code and will continue to fulfill the requirements of a qualified
plan and that the trust which forms part of the Plan is not subject to tax.
Accordingly, no federal or state income taxes have been provided.
-8-
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1998 SCHEDULE I
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COST OF CURRENT
ISSUER DESCRIPTION OF INVESTMENT ASSET VALUE
<S> <C> <C> <C>
Stillwater Mining Company (a) Stillwater Mining Company Fund
- Common Stock $ 520,993 $ 580,735
Fidelity Investments (b) Growth and Income Portfolio 1,977,491 2,945,642
Magellan Fund 2,486,331 3,473,185
Government Securities Fund 480,610 490,604
Asset Manager Portfolio 901,539 944,078
Retirement Government Money Market
Portfolio 464,983 464,983
Low Priced Stock Fund 158,407 142,753
Contrafund 123,500 132,460
Diversified International Fund 67,416 67,699
Participants Participant loans; interest rates
ranging from 7.0% to 10.25% 763,444 763,444
</TABLE>
(a) Party-in-interest.
(b) Party-in-interest because an affiliate is a service provider to, and
Trustee of, the Plan.
-9-
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
LINE 27b-SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT
DECEMBER 31, 1998 SCHEDULE II
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ORIGINAL AMOUNT RECEIVED OVERDUE AMOUNTS (b)
LOAN DURING PLAN ISSUE MATURITY INTEREST -----------------------
NAME (a) ADDRESS AMOUNT(c) YEAR 1998 DATE DATE RATE PRINCIPAL INTEREST
<S> <C> <C> <C> <C> <C> <C> <C> <C>
P. O. Box 433
Greg Dana Nye, MT 59019 $15,000 $216 10/14/98 11/11/05 10% $14,987 $118
</TABLE>
(a) All obligor were terminated prior to the Plan year end.
(b) Upon termination, the unpaid balance and interest accrued became payable.
(c) All participant loans are limited to 50% of the value of the participant's
account. The remaining balance in the participant's account serves as
collateral on the loan.
-10-
<PAGE>
STILLWATER MINING COMPANY, BARGAINING UNIT, 401(k) PLAN AND TRUST
LINE 27d-SCHEDULE OF REPORTABLE TRANSACTIONS(a)
FOR THE YEAR ENDED DECEMBER 31, 1998 SCHEDULE III
<TABLE>
<CAPTION>
TOTAL TOTAL TOTAL DOLLAR TOTAL DOLLAR TOTAL COST NET GAIN
NUMBER OF NUMBER OF VALUE OF VALUE OF OF ASSETS (LOSS)
DESCRIPTION OF ASSET PURCHASES SALES PURCHASES SALES SOLD ON SALES
<S> <C> <C> <C> <C> <C> <C>
Fidelity Growth and Income
Portfolio (b) 93 70 $ 997,037 $ 677,069 $516,223 $160,846
Fidelity Magellan
Fund (b) 104 81 1,269,154 1,044,851 885,509 159,342
Fidelity Government Securities
Fund (b) 79 51 455,419 430,468 425,320 5,148
Fidelity Asset Manager
Portfolio (b) 61 41 410,154 205,686 186,333 19,353
Fidelity Retirement Government
Money Market Portfolio (b) 52 28 289,025 164,716 164,716 -
</TABLE>
(a) Transactions or series of transactions in excess of 5 percent of the current
value of the Plan's assets as of January 1, 1998 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA.
(b) Represent party-in-interest transactions because an affiliate is a service
provider to, and Trustee of, the Plan.
-11-
<PAGE>
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
thereunto duly authorized.
Stillwater Mining Company, Bargaining Unit,
401(k) Plan and Trust
-----------------------------------------------
(Name of Plan)
Date: October 15, 1999 /s/ John Stark
------------------------------
John Stark
