<PAGE>
Form 11-K Annual Report
________________________________________________________________________________
UNITED STATES
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
(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 ______
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 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>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
STILLWATER MINING COMPANY, 401(K) PLAN AND TRUST
June 30, 2000 /s/ James A. Sabala
------------------------- ------------------------------------------
Date James A. Sabala
Vice President and Chief Financial Officer
<PAGE>
Stillwater Mining Company
EXHIBIT INDEX
Exhibit Document
------- --------
23.1 Consent of KPMG LLP, Independent Certified Public
Accountants.
23.2 Consent of PricewaterhouseCoopers LLP.
<PAGE>
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Table of Contents
Independent Auditors' Report
Statements of Net Assets Available for Benefits - December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Benefits - Year Ended December
31, 1999
Notes to Financial Statements
<TABLE>
<CAPTION>
Schedule
--------
<S> <C>
Schedule of Assets Held for Investment Purposes - December 31, 1999........................... 1
Schedule of Reportable Transactions - December 31, 1999....................................... 2
Schedule of Nonexempt Transactions - December 31, 1999........................................ 3
</TABLE>
<PAGE>
Independent Auditors' Report
To the Administrator of the
Stillwater Mining Company 401(k) Plan and Trust:
We have audited the accompanying statements of net assets available for benefits
of Stillwater Mining Company 401(k) Plan and Trust (the "Plan") as of December
31, 1999 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. The financial
statement of the Plan as of December 31, 1998 was audited by other auditors
whose report dated September 20, 1999 (included herein) expressed an unqualified
opinion on this statement.
We conducted our audit 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 audit provides 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, 1999, and the changes in net assets available for benefits for the
year ended December 31, 1999 in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedules of Assets
Held for Investment Purposes, Reportable Transactions and Nonexempt 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit 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 LLP
June 16, 2000
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of the
Stillwater Mining Company 401(k) Plan and Trust
In our opinion, the accompanying statement of net assets available for benefits
presents fairly, in all material respects, the net assets available for benefits
of the Stillwater Mining Company 401(k) Plan and Trust (the "Plan") at December
31, 1998, in conformity with accounting principles generally accepted in the
United States. This financial statement is the responsibility of the Plan's
management; our responsibility is to express an opinion on this financial
statement based on our audit. We conducted our audit of this statement in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statement is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
September 20, 1999
<PAGE>
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Statement of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
---------------- ---------------
Assets:
Investments, at fair value:
Common stock $ 1,343,985 $ 494,700
Mutual funds 13,012,512 9,999,558
Participant notes receivable 372,689 341,034
--------------- ---------------
Total investments 14,729,186 10,835,292
Receivables:
Employer contributions 54,013 41,301
Participant contributions and loan repayments 85,096 54,135
--------------- ---------------
Total receivables 139,109 95,436
--------------- ---------------
Net assets available for benefits $ 14,868,295 $ 10,930,728
================ ===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 1,389,886
Net appreciation in fair value of investments 634,286
Interest income on loans 36,364
------------------
Total investment income 2,060,536
------------------
Contributions:
Employer contributions 593,285
Participant contributions and rollovers 1,262,224
Transfer from Stillwater Mining Company, Bargaining
Unit, 401(k) Plan and Trust 539,074
------------------
Total additions 4,455,119
Deductions from net assets attributed to:
Distributions and withdrawals 498,973
Administrative expenses and other 18,579
------------------
Total deductions 517,552
Net increase 3,937,567
Net assets available for benefits:
Beginning of year 10,930,728
------------------
End of year $ 14,868,295
==================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of Plan
On June 1, 1993, Stillwater Mining Company (the "Company") established the
Stillwater Mining Company 401(k) Plan and Trust (the "Plan"). 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.
(a) General
The Plan is a defined contribution plan covering all non-union
employees of the Company and is subject to the provisions of the
Employee Retirement Income Security Act ("ERISA"). Effective October 1,
1999, employees are eligible to participate in the Plan the beginning
of the month following the employee's date of hire. Prior to the
change, employees were eligible to participate in the plan after six
consecutive months of service.
(b) 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 that was
administered under a trust agreement with Fidelity Management Trust
Company through September 30, 1999. Effective October 1, 1999, the Plan
changed trustees to Smith Barney Plan Services (the "Trustee").
(c) 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.
(d) 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.
(e) 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% vested after three years of service.
<PAGE>
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(f) Forfeitures
Forfeitures of terminated participants' nonvested accounts are
retained in the Plan and used first to pay administrative expenses and
then to reduce future employer matching contributions. During 1999,
$2,297 of employer matching contributions were forfeited by employees
who terminated before those amounts became vested.
(g) Payment of Benefits
When benefit payments are requested, upon termination, retirement or
death, participants or their beneficiaries receive a lump-sum amount
equal to the vested value of his or her account.
(h) Investment Options
Upon enrollment in the Plan, a participant may direct contributions to
any of the following investment options managed by the Trustee:
Lexington Worldwide Emerging Markets Fund - Funds are invested in
-----------------------------------------
equity securities of companies domiciled in, or doing business in,
emerging countries.
Scudder International Fund - Funds are invested in securities of no
---------------------------
United States companies and economy with strong prospects for
growth.
Dreyfus Appreciation Fund - Funds are invested primarily in the
-------------------------
common stocks of domestic and foreign issuers.
Dreyfus Premier Core Value Fund - Funds are invested primarily in
--------------------------------
equity investments, such as common stocks and securities convertible
into common stock to seek long term growth of capital.
Baron Asset Fund - Funds are invested in companies with market
-----------------
capitalizations between $100 million and $1.5 billion that the
advisor believes have under valued assets or favorable growth
prospects.
Royce Premier Fund - Funds are invested in a limited number of
-------------------
common stocks and convertible securities of companies viewed by the
investment manager as having superior financial characteristics
and/or attractive business prospects.
Warburg Pincus Fixed Income Fund - Funds are invested in a
--------------------------------
diversified common pool of fixed income securities.
Strong Government Securities Fund - Funds are invested primarily in
----------------------------------
AAA-rated U.S. Government securities with average effective maturity
between five and ten years.
INVESCO Select Income Fund - Funds are invested in both corporate
---------------------------
and U.S. Government fixed income securities.
2
<PAGE>
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Notes to Financial Statements
December 31, 1999 and 1998
Lexington GNMA Income Fund - Funds are invested primarily in mortgage-
---------------------------
backed GNMA certificates. The full and timely payment of principal
and interest by the U.S. Government is guaranteed for these
securities.
MCM Stable Asset Fund - Funds are invested to achieve a predictable
----------------------
rate of return while preserving the safety of the principal investment
and avoiding market risk.
American Century Income and Growth Fund - Investor - Funds are
--------------------------------------------------
invested primarily in common stocks selected from a universe of the
1,500 largest companies traded in the U.S. Management employs
optimization models to construct a portfolio with underlying
characteristics that resemble those of the S&P 500.
INVESCO High Yield Fund - Funds are invested primarily in bonds and
------------------------
other debt securities, as well as preferred stocks.
Janus Enterprise Fund - Funds are invested in stocks with at least 50%
----------------------
in securities issued by medium sized companies.
Janus Fund - Funds are invested primarily in common stocks of larger,
-----------
more established companies, though the fund may invest in a large
number of issuers of any size.
Wasatch Mid-Cap Fund - Funds are invested in small to mid-sized
--------------------
companies believed by the manager to have exceptional growth
potential.
Smith Barney S&P 500 Index Fund - Funds are invested in stocks to
--------------------------------
replicate the performance of the S&P 500 Index.
Smith Barney Government Portfolio - Funds are invested in U.S.
----------------------------------
government obligations, including mortgage-backed securities and
related repurchase agreements.
Stillwater Mining Company Stock - Funds are invested in Stillwater
--------------------------------
Mining Company stock.
(2) Summary of Accounting Policies
(a) Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
(b) 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 (losses) and the unrealized
appreciation (depreciation) of those investments.
3
<PAGE>
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(c) 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, liabilities
and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
(d) Investments
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 notes receivable are valued at principal amount, which
approximates fair value.
(e) Expenses of the Plan
The Company reimburses substantially all of the expenses incurred in
the administration of the Plan.
(3) Investments
In September, 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-
3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999. The Plan adopted
SOP 99-3 during the Plan year ending December 31, 1999. Accordingly,
information previously required to be disclosed about participant-directed
fund investment programs are not presented in the Plan's 1999 financial
statements. The Plan's 1998 financial statements have been reclassified to
conform with the current year's presentation. The following table presents
the fair values of investments, as determined by quoted market price as of
December 31:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1999 1998
---------------------------------- --------------------------------
Number of Number of
shares or shares or
principal principal
amount Fair value amount Fair value
------------------ ----------- ------------ --------------
Stillwater Mining Company Stock - Common Stock
42,164 $ 1,343,984 20,700 $ 494,700
Lexington Worldwide Emerging Markets Fund 14,052 212,190 - -
Scudder International Fund 14,084 996,275 - -
Dreyfus Appreciation Fund 34,847 1,593,561 - -
Dreyfus Premier Core Value Fund 30,917 953,167 - -
Baron Asset Fund 10,533 619,027 - -
Royce Premier Fund 42,876 409,890 - -
Warburg Pincus Fixed Income Fund 10,683 106,509 - -
Strong Government Securities Fund 26,416 266,278 - -
INVESCO Select Income Fund 41,930 254,518 - -
Lexington GNMA Income Fund 29,144 235,484 - -
MCM Stable Asset Fund 126,999 1,394,398 - -
American Century Income & Growth Fund - Investor
17,932 610,597 - -
</TABLE>
4
<PAGE>
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Notes to Financial Statements
December 31, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1999 1998
--------------------------------- -------------------------------
Number of Number of
shares or shares or
principal principal
amount Fair value amount Fair value
------------ ------------ ------------- ------------
INVESCO High Yield Fund 8,909 $ 57,285 - $ -
Janus Enterprise Fund 17,056 1,307,674 - -
Janus Fund 48,519 2,137,273 - -
Wasatch Mid-Cap Fund 21 444 - -
Smith Barney S&P 500 Index Fund 43,848 658,153 - -
Smith Barney Government Portfolio 1,199,790 1,199,790 - -
Loan fund 372,689 372,689 341,034 341,034
Fidelity Growth & Income Portfolio - - 82,390 3,776,769
Fidelity Magellan Fund - - 25,761 3,112,441
Fidelity Government Services Fund - - 31,181 316,174
Fidelity Asset Manager Portfolio - - 93,176 1,620,323
Fidelity Retirement Government Money Market
Portfolio - - 854,229 854,229
Fidelity Low Priced Stock Fund - - 6,062 138,525
Fidelity Contrafund - - 2,630 149,330
Fidelity Diversified International Fund - - 1,793 31,767
------------ ------------
$ 14,729,186 $ 10,835,292
============ ============
</TABLE>
(4) Participant Loans
Participant loans shall not exceed the lessor of: (a) $50,000 reduced by
the excess of the highest outstanding balance of loans during the one year
period ending on the day before the loan is made, over the outstanding
balance of loans from the Plan on the date the loan is made; or (b) 50% of
the participant's vested interest or, if greater, the total individual
account up to $10,000. Participant loans bear an interest rate comparable
to the rate charged by commercial lenders in the geographical area for
similar loans. All participant loans must be repaid within five years,
unless the loan is utilized by the participant for the purchase of a
principal residence, in which case the term of the loan must be repaid over
a reasonable period of time. Interest rates on the participant loans
outstanding at December 31, 1999 ranged from 8.0% to 10.0%.
(5) 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.
(6) Tax Status
The Internal Revenue Service has determined and informed the Company by
letter dated May 18, 1995 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The
Plan has been amended since receiving the determination letter. However,
the Plan administrator believes that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the IRC.
5
<PAGE>
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(7) Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value
of each class of the Plan's financial instruments:
Investments. See Note 2(d) regarding investment valuation.
Participant loans. The carrying amounts approximate fair value because
of the short maturity of those instruments and the rates of interest
associated with payments under the agreements approximate the current
borrowing rates available to participants for agreements with similar
characteristics.
(8) Non-Exempt Transactions
There was one unintentional delay by the Company in submitting a
contribution in the amount of $114,623 to the trustee during 1999.
(9) Assets Allocated to Withdrawing Participants
The following is a reconciliation of net assets available for benefits
reported on the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
-------------------
<S> <C>
Net assets available for benefits reported on the financial
statements $ 14,868,295
Amounts allocated to withdrawing participants (494,324)
-------------------
Net assets available for benefits reported on the Form 5500 $ 14,373,971
===================
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for the accounts of persons who as of or prior to December 31 had withdrawn
from participating in the earnings and operations of the Plan but have not
yet been paid.
6
<PAGE>
Schedule 1
----------
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Schedule of Assets Held for Investment
December 31, 1999
<TABLE>
<CAPTION>
Description of investment
Identity of issue, including maturity date,
borrower, lessor rate of interest, collateral, Current
or similar party par or maturity value value
------------------ ----------------------------- -------
<S> <C> <C>
Stillwater Mining Company (a) Stillwater Mining Company Stock - Common
Stock $ 1,343,984
Lexington Management Corp. Lexington Worldwide Emerging Markets Fund 212,190
Scudder Scudder International Fund 996,275
Dreyfus Corp. Dreyfus Appreciation Fund 1,593,561
Dreyfus Premier Core Value Fund 953,167
Baron Management Baron Asset Fund 619,027
Quest Advisory Corp. Royce Premier Fund 409,890
Warburg Pincus Warburg Pincus Fixed Income Fund 106,509
Strong Capital Management Strong Government Securities Fund 266,278
INVESCO Funds Group Inc. INVESCO Select Income Fund 254,518
Lexington Management Corp. Lexington GNMA Income Fund 235,484
Union Bond & Trust Co. MCM Stable Asset Fund 1,394,398
American Century/Benham American Century Income & Growth Fund - Investor 610,597
INVESCO Funds Group Inc. INVESCO High Yield Fund 57,285
Janus Capital Corp. Janus Enterprise Fund 1,307,674
Janus Fund 2,137,273
Wasatch Advisors, Inc. Wasatch Mid-Cap Fund 444
Smith Barney Asset
Management (b) Smith Barney S&P 500 Index Fund 658,153
Smith Barney Government Portfolio 1,199,790
Stillwater Mining Company Participant loans; interest rates ranging
401(k) Plan and Trust from 8% to 10% 372,689
-----------
$14,729,186
===========
</TABLE>
(a) Party-in-interest to the Plan.
(b) Party-in-interest to the Plan because an affiliate is a servicer provider
to, and trustee of, the Plan.
See accompanying independent auditors' report.
<PAGE>
Schedule 2
----------
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
Expense
Identity of incurred with
Party involved Description of asset Purchase price Selling price Lease rental transaction Cost of asset
---------------- ------------------------------ -------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity
Investments Fidelity Magellan Fund $ -- 3,714,153 -- -- 2,867,050
Fidelity
Investments Fidelity Growth & Income Fund -- 4,026,726 -- -- 3,294,774
Fidelity
Investments Fidelity Asset Manager Fund -- 1,925,745 -- -- 1,871,421
Fidelity Fidelity Retirement Government
Investments MM Fund -- 891,722 -- -- 888,225
Stillwater Mining Stillwater Mining Company
Company Common Stock -- 730,008 -- -- 707,884
<CAPTION>
Current value
of asset on
Identity of transaction Net gain
Party involved date (loss)
---------------- ------------- ---------
<S> <C> <C>
Fidelity
Investments 3,714,153 847,103
Fidelity
Investments 4,026,726 731,952
Fidelity
Investments 1,925,745 54,324
Fidelity
Investments 891,722 3,497
Stillwater Mining
Company 730,008 22,124
</TABLE>
See accompanying independent auditors' report.
<PAGE>
Schedule 3
----------
STILLWATER MINING COMPANY
401(k) PLAN AND TRUST
Schedule of Nonexempt Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
Description of transactions
Relationship to plan, including maturity date, rate
Identity of employer or other of interest, collateral par or Purchase Selling
Party involved party-in-interest maturity value Price Price
------------------------- --------------------- ------------------------------ -------- -------
<S> <C> <C> <C> <C>
Stillwater Mining Company Plan Sponsor Employee deferrals not deposited $ -- --
to Plan in a timely manner
<CAPTION>
Expenses
incurred in Net gain or
Lease connection with Current value (loss) on each
Rental transaction of asset transaction
------------------- --------------- ------------- --------------
<S> <C> <C> <C>
-- -- -- --
</TABLE>
There was one unintentional delay by the Company in submitting a contribution in
the amount of $114,623 to the trustee during 1999.
See accompanying independent auditors' report.
