SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| þ | | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003. |
OR
| o | | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to . |
COMMISSION FILE NUMBER: 1-12164
WOLVERINE TUBE, INC. SAVINGS PLAN (the “Plan”)
(Full title of the Plan)
Wolverine Tube, Inc.
200 Clinton Avenue West, 10th Floor
Huntsville, Alabama 35801
(Name of issuer of the securities held pursuant to the Plan, and the address of its principal executive offices.)
Exhibit Index at Page 12
TABLE OF CONTENTS
REQUIRED INFORMATION
Financial Statements and Exhibits
| A) | | The following statements and schedule and the report of independent registered public accounting firm are being filed pursuant to the Required Information for the Form 11-K: |
| | 1) | | Report of Independent Registered Public Accounting Firm |
| |
| | 2) | | Statement of Net Assets Available for Benefits (Modified Cash Basis)-December 31, 2003 and 2002. |
| |
| | 3) | | Statement of Changes in Net Assets Available for Benefits (Modified Cash Basis)-December 31, 2003. |
| |
| | 4) | | Schedule of Assets (Held at Year End) (Modified Cash Basis)-December 31, 2003. |
| B) | | The following exhibits are included in this Annual Report: |
| | | |
| Exhibit 23.1 | | Consent of Independent Registered Public Accounting Firm |
Report of Independent Registered Public Accounting Firm
Wolverine Tube, Inc.
401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits (modified cash basis) of Wolverine Tube, Inc. 401(k) Savings Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits (modified cash basis) for the year ended December 31, 2003. 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 the standards of the Public Company Accounting Oversight Board. 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.
As described in Note 2, the financial statements and supplemental schedule were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits (modified cash basis) of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits (modified cash basis) for the years then ended.
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 at end of year) (modified cash basis) as of December 31, 2003, 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 (modified cash basis) 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.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 25, 2004
1
Wolverine Tube, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
| | | | | | | | | |
| | | December 31,
|
| | | 2003
| | 2002
|
Assets | | | | | | | | |
| Investments, at fair value | | $ | 45,267,665 | | | $ | 39,531,113 | |
| Cash | | | 97,732 | | | | 40 | |
| | | |
| | | |
| |
| Net assets available for benefits | | $ | 45,365,397 | | | $ | 39,531,153 | |
| | | |
| | | |
| |
See accompanying notes.
2
Wolverine Tube, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
| | | | | |
| | | Year ended |
| | | December 31, |
| | | 2003
|
Additions | | | | |
| Dividends and interest | | $ | 511,488 | |
| Loan interest | | | 172,674 | |
| Net appreciation in fair value of investments | | | 5,121,045 | |
| Contributions: | | | | |
| Participants | | | 3,481,792 | |
| Company | | | 400,499 | |
| | | |
| |
| Total additions | | | 9,687,498 | |
Deductions | | | | |
| Distributions | | | 3,818,332 | |
| Administrative expenses | | | 34,922 | |
| | | |
| |
| Total deductions | | | 3,853,254 | |
| Net increase | | | 5,834,244 | |
| Net assets available for benefits at beginning of year | | | 39,531,153 | |
| | | |
| |
| Net assets available for benefits at end of year | | $ | 45,365,397 | |
| | | |
| |
See accompanying notes.
3
Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2003
1. Description of the Plan
The following description of Wolverine Tube, Inc. 401(k) Savings Plan (the Plan) provides only general information. Participants should refer to the Plan Document and Summary Plan Description for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering substantially all employees of Wolverine Tube, Inc. (the Company) with eligibility based on hire date and entry available 45 days from hire date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions
Participants may contribute up to 20% of annual pre-tax and after-tax compensation, as defined in the Plan. The Company provides for a discretionary matching contribution and contributes 18.75% of the first 3%, and 10% of the next 2%, of participants’ contributions except for participants employed at the Small Tube Products Co., Inc. division located in Altoona, Pennsylvania. The Company contributes 12.50% of participants’ contributions up to 7.5% of participants’ compensation at this location. The Plan also provides for Company discretionary profit sharing contributions.
Upon enrollment, participants may direct employee and Company contributions to any of the Plan’s fund options. Participants may change their investment options at any time.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
4
Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
(Modified Cash Basis)
1. Description of the Plan (continued)
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts (including allocated earnings thereon) is based on years of continuous service. A participant is 100 percent vested after four years of credited service.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to the lesser of $50,000 or 50% of their vested account balances. Loan terms range from 1-5 years or up to 10 years for the purchase of a primary residence. Participant loans are secured by the balances in their accounts. Interest is charged on participant loans at the prime rate plus 1.5%. Principal and interest on participant loans of a participant are paid ratably though payroll deductions.
Payment of Benefits
Distributions to participants or their beneficiaries take place upon separation of service, retirement, permanent and total disability, or death. Distributions may be in lump sum amounts or in a series of equal installment payments over a period not to exceed the life expectancy of the participant or the designated beneficiary. Additionally, employees of the Small Tube Products Co., Inc. division may purchase an annuity contract from an insurance company. In this case, the full value of the account will be distributed when the annuity contract is purchased from the insurance company.
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, participants will become 100 percent vested in their accounts.
5
Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
(Modified Cash Basis)
1. Description of the Plan (continued)
Administrative Expenses
Most administrative expenses of the Plan (including legal, accounting and trustee fees) are paid by the Company.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the modified cash basis of accounting which is an acceptable alternative method of reporting under regulations issued by the Department of Labor. Investments are reported at fair value as prescribed by the Department of Labor. Dividend and interest income and contributions are recorded when received rather than when earned. Unrealized appreciation or depreciation in the fair value of investments is recognized currently.
Investment Valuation
Except for investments in fully benefit responsive investment contracts described below, the Plan’s investments are stated at fair value. The fair values of units owned by the Plan in pooled separate accounts are based on quoted redemption values on the last trade date of the Plan year. Common stock is valued at the close price on the last trade date of the Plan year. Participant loans are valued at their outstanding balances, which approximate fair value.
Investment contracts held in the Guaranteed Income Fund of Connecticut General Life Insurance Company (CIGNA) are recorded at their contract values, which represent contributions and reinvested income, less any withdrawals plus accrued interest, because these investments have fully benefit-responsive features. There are no reserves against contract values for credit risk, contract issues or otherwise. The fair value of the investment contracts held by the Guaranteed Income Fund approximates contract value. The average yield of the Guaranteed Income Fund was approximately 2.70% in 2003. The crediting interest rate for these investment contracts is reset semi-annually by the issuer but cannot be less than zero and was 3.75% at December 31, 2003.
6
Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
(Modified Cash Basis)
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements on the modified cash basis requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
3. Investments
At December 31, 2003 and 2002, the Plan’s investments were held by CIGNA Retirement Services, Inc.
During 2003, the Plan’s investments (including investments bought, sold, as well as held during the year) appreciated in fair value as determined by quoted market prices as follows:
| | | | | |
| Common stock | | $ | 108,465 | |
| Pooled separate accounts | | | 5,012,580 | |
| | | |
| |
| | | $ | 5,121,045 | |
| | | |
| |
The fair value of individual investments that represent 5% or more of the Plan’s net assets are as follows:
| | | | | | | | | |
| | | 2003
| | 2002
|
| Investment contracts: | | | | | | | | |
| Guaranteed Income Fund | | $ | 17,751,720 | | | $ | 17,237,663 | |
| Pooled separate accounts: | | | | | | | | |
| Large Cap Growth/Goldman Sachs Fund | | | 5,442,586 | | | | 4,327,221 | |
| Small Cap Growth/Times Square Fund | | | 2,629,779 | | | | — | |
| State Street Global Advisor Intermediate Bond | | | 3,066,502 | | | | 3,129,925 | |
| S&P500 Index | | | 6,810,554 | | | | 5,452,787 | |
| Participant Loans | | | 2,253,330 | | | | 2,592,719 | |
7
Wolverine Tube, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
(Modified Cash Basis)
4. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated September 1, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt.
8
Wolverine Tube, Inc. 401(k) Savings Plan
EIN:63-0970812 Plan Number: 003
Schedule of Assets (Held at Year End)
(Modified Cash Basis)
December 31, 2003
| | | | | | | | | |
| | | | | (c) Description of | | |
| | | | | Investment, including | | |
| | | (b) Identity of Issue, | | maturity date, rate of | | |
| | | Borrower, Lessor, or | | interest, collateral, par | | |
(a)
| | Similar Party
| | or maturity value
| | (e) Current Value
|
| | | Common stock: | | | | | | |
| * | | Wolverine Tube, Inc. | | Common stock (104,243 shares held) | | $ | 656,728 | |
| | | Guaranteed income account: | | | | | | |
| * | | CIGNA Retirement Services, Inc. | | Guaranteed Income Fund | | | 17,751,720 | |
| | | Pooled separate accounts: | | | | | | |
| * | | CIGNA Retirement Services, Inc. | | State Street Global Intermediate Bond | | | 3,066,502 | |
| | | | | S&P500 Index | | | 6,810,554 | |
| | | | | Mid Cap Value/Wellington Management Fund | | | 705,945 | |
| | | | | Small Cap Growth/Times Square Fund | | | 2,629,779 | |
| | | | | Invesco Dynamics Fund | | | 1,938,107 | |
| | | | | Large Cap Growth/Goldman Sachs Fund | | | 5,442,586 | |
| | | | | Large Cap Value/John A. Levin Fund | | | 697,556 | |
| | | | | Janus Worldwide Fund | | | 1,638,519 | |
| | | | | CIGNA Direct Fund | | | 521,757 | |
| | | | | CIGNA Lifetime 30 Fund | | | 127,767 | |
| | | | | CIGNA Lifetime 40 Fund | | | 769,674 | |
| | | | | CIGNA Lifetime 50 Fund | | | 93,678 | |
| | | | | CIGNA Lifetime 60 Fund | | | 39,873 | |
| | | | | Mid Cap Growth/Artisan Fund | | | 123,590 | |
| * | | Participant loans | | Interest rates range from 5.5% to 11.0% | | | 2,253,330 | |
| | | | | | | |
| |
| | | | | | | $ | 45,267,665 | |
| | | | | | | |
| |
* Parties-in-interest
Column (d) has not been presented as all investments are participant directed.
10
SIGNATURES
The Plan. 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 their behalf by the undersigned hereunto duly authorized.
| | | | | |
| | WOLVERINE TUBE, INC. SAVINGS PLAN
| |
| | /s/ James E. Deason | |
| | By: James E. Deason | |
| Date: June 28, 2004 | Plan Trustee | |
11
FORM 11-K
INDEX TO EXHIBITS
| | | |
EXHIBIT NO.
| | DESCRIPTION
|
| 23.1 | | Consent of Independent Registered Public Accounting Firm |
12
