SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] 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 1-9389
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: C&D TECHNOLOGIES SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
C&D TECHNOLOGIES, INC.
1400 UNION MEETING ROAD
BLUE BELL, PA 19422
C&D TECHNOLOGIES SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND EXHIBIT
Report of Independent Accountants
Statements of Net Assets Available
for Plan Benefits as of
December 31, 1997 and 1996
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1997 and 1996
Notes to Financial Statements
Supplemental Schedules
Signature
Exhibit 23 - Consent of Independent Accountants
C&D TECHNOLOGIES
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
Pages
-----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1997 and 1996 3
Statements of Changes in Net Assets Available
for Benefits for the years ended
December 31, 1997 and 1996 4
Notes to Financial Statements 5-12
Supplemental Schedules:
Item 27(a)* - Assets Held for Investment Purposes
as of December 31, 1997 13
Item 27(d)* - Reportable Transactions for the year
ended December 31, 1997 14
*Refers to item numbers in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the plan year ended December 31, 1997.
1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the C&D Technologies Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the C&D Technologies Savings Plan ("the Plan") as of December 31, 1997 and
1996 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, 1997 and 1996, 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 schedules of assets held
for investment purposes as of December 31, 1997 and reportable transactions for
the year ended December 31, 1997 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.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 19, 1998
2
C&D TECHNOLOGIES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
ASSETS 1997 1996
---- ----
Investments:
Investment contract, at contract value:
Guaranteed Long-Term Account (Note 2) $ 1,916,113 $ 2,874,086
Mutual funds, at Fair Value (Note 3):
Magellan Fund 4,840,995 3,974,691
Growth & Income Fund 6,339,258 4,300,125
Puritan Fund 1,498,982 1,237,754
Low-Priced Stock Fund 93,183 -
Diversified International Fund 36,822 -
Spartan U.S. Equity Index Fund 92,586 -
MAS Fixed Income Fund 24,112 -
Stable Value Fund 5,101,793 4,283,459
Unitized Stock Fund, at Fair Value (Note 3):
C&D Technologies Stock Fund 18,901 -
---------- ----------
Total investments 19,962,745 16,670,115
Participants' loans receivable 268,241 337,408
Contributions receivable:
Employer 28,432 40,471
Employees 85,250 115,985
---------- ----------
Net assets available for benefits $20,344,668 $17,163,979
========== ==========
The accompanying notes are an integral
part of the financial statements.
3
C&D TECHNOLOGIES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
---- ----
Additions to net assets attributed to:
Net appreciation in fair value of investments $ 2,698,081 $ 1,180,089
Interest income 410,264 396,697
Employer contributions 547,097 535,729
Participants' contributions 1,558,447 1,428,489
Roll-over contributions 94,555 65,635
---------- ----------
Total increase 5,308,444 3,606,639
---------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 2,127,755 1,663,712
---------- ----------
Total deductions 2,127,755 1,663,712
---------- ----------
Net increase 3,180,689 1,942,927
Balance, beginning of year 17,163,979 15,221,052
---------- ----------
Balance, end of year $20,344,668 $17,163,979
========== ==========
The accompanying notes are an integral
part of the financial statements.
4
C&D TECHNOLOGIES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The C&D Technologies Savings Plan ("the Plan") was adopted effective
February 1, 1986 and is a defined contribution plan in which certain
salaried employees are eligible to participate, with the condition that
salaried employees whose terms and conditions of employment are
governed by a collective bargaining agreement are only eligible to
participate if that agreement states that they are eligible. The Plan
is subject to the provisions of the Employee Retirement Security Act of
1974 ("ERISA").
The Plan was restated to conform with the Tax Reform Act of 1986 and
subsequent legislation with an effective date up to and including
January 1, 1994 and to reflect the employer name change from C&D Power
Systems, Inc. to C&D Charter Power Systems, Inc. ("the Company"). On
June 24, 1997, the name of the sponsoring Company was changed from C&D
Charter Power Systems, Inc. to C&D Technologies, Inc. On October 1,
1997 the Plan was amended and restated to reflect the name change to
C&D Technologies Savings Plan, new investment options and a change in
trustees.
The following description of the Plan provides only general
information. Participants should refer to the official Plan document
for a more complete description of the Plan's provisions.
CONTRIBUTIONS:
Prior to August 15, 1989, participants were able to elect to enter into
a written Salary Deferral Agreement with the Employer in an amount
between 1% and 18% of total compensation for the payroll period.
Effective August 15, 1989, in order to meet the requirements of Section
415 of the Internal Revenue Code, the maximum percentage for Employee
Salary Deferral was amended from 18% to 15% of total compensation for
the period. The maximum percentage considered for Employer Matching
Contributions remains at 8% of compensation. The participant may make
pre-tax contributions to the Plan in any whole percentage of
compensation ranging from 1% to 15%.
5
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF PLAN, CONTINUED:
CONTRIBUTIONS, CONTINUED:
Upon completion of one year of service, the employer will match each
participant's contributions on the basis of $.50 for each $1.00 in
amounts up to the 8% pre-tax limit. Additional employer contributions
may be made upon the discretion of the Board of Directors. Participants
are eligible to receive any discretionary contributions if they have
completed 1,000 hours of service during the plan year and are employed
by the Company on the last day of the plan year. Forfeitures by
participants shall be used by the Company to pay Plan expenses or to
reduce its next contribution. Participants may make voluntary after-tax
contributions, but in no event may total pre-tax, after-tax and
employer contributions exceed 25% of annual compensation. Rollovers of
lump-sum distributions from another qualified plan will be accepted for
plan participants.
PARTICIPANT ACCOUNTS:
Each participant's account is credited with the participant's
contribution, the Company's contribution and an allocation of earnings
until such account is used to provide an annuity, or distributed in
accordance with the terms of the Plan.
VESTING:
Participants are 100% vested in their own contributions and the
earnings thereon. Vesting in the Company's contributions and earnings
thereon is based on years of continuous service. A participant is 100%
vested after five years of service as defined in the Plan. Any amount
not vested at termination will be forfeited upon the occurrence of five
consecutive 1-year breaks-in-service following a participant's
termination of employment.
PAYMENT OF BENEFITS:
On termination of service, a participant may elect to receive either a
lump sum distribution equal to the value of his or her account, or
annual installments.
EMPLOYEE LOANS:
Participants may borrow from their vested contribution balances. The
loan is limited to the greater of 50% of the vested contributions or
$50,000. The minimum loan amount is $1,000. Loans are repaid through
regular payroll deductions. Interest on the loans is charged at a rate
no greater than 2% over the Prime Rate at the loan origination date.
6
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING:
The financial statements of the Plan are prepared on the accrual basis
of accounting.
INVESTMENTS:
Effective February 1, 1986, the Company entered into a deposit
administration contract with Connecticut General Life Insurance Company
("Connecticut General"). Under the contract, participants could
allocate their contributions between a pooled separate account,
invested primarily in common stocks, and a guaranteed long-term
account, with a guaranteed interest rate credited to each account
monthly. During 1992, the Company withdrew all assets of the pooled
separate account with Connecticut General and instead provided mutual
fund investment options to participants with the Magellan Fund, Growth
& Income Portfolio and Balanced Fund of Fidelity Investments
("Fidelity") and a Fixed Income Fund consisting of the Connecticut
General guaranteed long-term account and Fidelity GIC Managed Income
Portfolio. In 1994, the Connecticut General guaranteed long-term
account was terminated with six distributions to be paid over five
years and invested in the Fidelity GIC Managed Income Portfolio. During
1997, the Company amended the Plan to provide additional mutual fund
investment options to participants with the Fidelity Low-Priced Stock
Fund, Fidelity Diversified International Fund, Spartan U.S. Equity
Index Fund, MAS Fixed Income Fund and Company Stock Fund. At that time,
the Fidelity Balanced Fund was replaced by the Fidelity Puritan Fund as
an investment option. The Fixed Income Fund was renamed the Stable
Value Fund. The value of the Plan's deposit administration contract
investment is included in the financial statements at the December 31,
1997 and 1996 contract values, which approximates fair value. The value
of the other investments are based on the fair value of the assets as
determined by the respective funds net asset value at December 31, 1997
and 1996.
A brief description of the investment options follows:
FIDELITY MAGELLAN FUND - a growth fund seeking long-term
capital growth, current income and growth of income,
consistent with reasonable investment risk.
STABLE VALUE FUND - a fund (not a mutual fund) seeking to
preserve capital and to provide a competitive level of income
over time. This fund includes the Fidelity Managed Income
Portfolio and the guaranteed long-term account with
Connecticut General.
FIDELITY GROWTH & INCOME PORTFOLIO - a fund seeking long-term
capital growth, current income and growth of income,
consistent with reasonable investment risk.
FIDELITY PURITAN FUND - a fund seeking to obtain as much
income as possible consistent with the preservation of
capital. Capital appreciation is a secondary goal.
7
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
FIDELITY LOW-PRICED STOCK FUND - a growth fund seeking
long-term capital growth, current income and growth of income,
consistent with higher investment risk.
FIDELITY DIVERSIFIED INTERNATIONAL FUND - a fund seeking
long-term capital growth, consistent with higher investment
risk.
FIDELITY SPARTAN FUND - a growth fund seeking long-term
capital growth, current income and growth of income,
consistent with reasonable investment risk.
MAS FIXED INCOME PORTFOLIO - a Miller Anderson & Sherrerd LLP
managed fund seeking to preserve capital and to provide an
above-average total return over a market cycle of three to
five years.
COMPANY STOCK FUND - a fund seeking capital growth, primarily
through investment in C&D Technologies common stock. As a
non-diversified, unmanaged, single stock fund, higher
investment risk is involved.
The contract value of the Plan's investment in the guaranteed long-term
account represents contributions made under the contract, plus interest
at the contract rate, less funds used to purchase annuities, and
benefits paid to participants.
Loans to participants are valued at their principal amount outstanding.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
its investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
EXPENSES:
Certain administrative expenses are paid by the Company.
USE OF ESTIMATES:
The preparation of the Plan's 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 disclosures of contingent assets
and liabilities. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
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 statement of net assets available for benefits.
8
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. FUND INFORMATION:
The changes in the Plan's net assets available for benefits for the
year ended December 31, 1997, by investment option, were as follows:
The Stable Value Fund includes the Fidelity Managed Income Portfolio
and the guaranteed long-term account with Connecticut General.
Stable Growth & Low Diversified
Magellan Value Income Puritan Priced International
-------- ----- -------- ------- ------ -------------
Net appreciation in fair value of
investments $ 990,565 - $1,413,049 $ 292,062 $ 558 $ 159
Interest - $ 379,240 - - - -
Contributions:
Employer's 154,049 125,031 203,110 43,524 9,301 4,555
Participants' 440,920 311,402 598,421 130,164 30,616 15,972
Rollover contributions 33,405 387 42,082 18,681 - -
Benefits paid to participants (372,061) (911,196) (577,878) (209,914) - -
Loan principal repayments 4,252 102,645 5,143 890 1,311 663
Loans to participants (27,691) (43,500) (30,424) (3,312) - -
Transfers between options (357,135) (103,648) 385,630 (10,867) 51,397 15,473
--------- --------- --------- --------- ------- -------
Net increase (decrease) 866,304 (139,639) 2,039,133 261,228 93,183 36,822
Balance, beginning of year 3,974,691 7,157,545 4,300,125 1,237,754 - -
--------- --------- --------- --------- ------- -------
Balance, end of year $4,840,995 $7,017,906 $6,339,258 $1,498,982 $ 93,183 $ 36,822
========= ========= ========= ========= ======= =======
MAS
Fixed C&D Loan Contribution
Spartan Income Stock Fund Receivable Total
------- ------ ----- ---- ---------- -----
Net appreciation in fair value of
investments $ 397 $ 151 $ 1,140 - - $ 2,698,081
Interest - - - $ 31,024 - 410,264
Contributions:
Employer's 10,380 5,282 3,904 - $(12,039) 547,097
Participants' 33,573 14,589 13,525 - (30,735) 1,558,447
Rollover contributions - - - - - 94,555
Benefits paid to participants - - - (56,706) - (2,127,755)
Loan principal repayments 966 1,253 265 (117,388) - -
Loans to participants - - - 104,927 - -
Transfers between options 47,270 2,837 67 (31,024) - -
------ ------ ------ -------- ------- ----------
Net increase (decrease) 92,586 24,112 18,901 (69,167) (42,774) 3,180,689
Balance, beginning of year - - - 337,408 156,456 17,163,979
------- ------ ------ ------- ------- ----------
Balance, end of year $ 92,586 $24,112 $18,901 $268,241 $113,682 $20,344,668
======= ====== ====== ======= ======= ==========
9
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS, CONTINUED:
The changes in the Plan's net assets available for benefits for the
year ended December 31, 1996, by investment option were as follows: The
Fixed Income Fund includes the Fidelity Managed Income Portfolio and
the guaranteed long-term account with Connecticut General.
1996*
-------------------------------------------------------------------------------------
Fixed Growth & Participant
Income Magellan Income Balanced Loan Contribution
Fund Fund Portfolio Fund Fund Receivable Total
---- ---- --------- ---- ---- ---------- -----
Increase (decrease)
in net assets:
Net appreciation in
fair value of
investments - $ 411,382 $ 661,289 $ 107,418 - - $ 1,180,089
Interest income $ 365,385 - - - $ 31,312 - 396,697
Contributions:
Employer's 143,738 179,399 158,879 54,538 - $ (825) 535,729
Participants' 345,234 499,895 430,688 143,242 - 9,430 1,428,489
Roll-over contributions 35,239 1,309 19,391 9,696 - - 65,635
Benefits paid to
participants (752,730) (461,688) (347,532) (101,762) - - (1,663,712)
Loan principal repayments 104,810 - - - (104,810) - -
Loans to participants (98,635) (55,662) (35,083) (9,834) 199,214 - -
Transfers between options (301,843) (39,288) 447,727 (75,284) (31,312) - -
--------- --------- ---------- ---------- ------- ------- ----------
Net (decrease) increase (158,802) 535,347 1,335,359 128,014 94,404 8,605 1,942,927
Balance, beginning of
year 7,316,347 3,439,344 2,964,766 1,109,740 243,004 147,851 15,221,052
---------- --------- ---------- ---------- ------- ------- ----------
Balance, end of year $7,157,545 $3,974,691 $4,300,125 $1,237,754 $337,408 $156,456 $17,163,979
========= ========= ========= ========= ======= ======= ==========
* Reclassified for comparative purposes.
4. CONCENTRATION OF CREDIT RISK:
The investments with Connecticut General and Fidelity represent a
concentration of credit risk as defined by Statement of Financial
Accounting Standards No. 105, "Disclosure of Financial Instruments with
Off-Balance Sheet Risk and Financial Instruments with Concentrations of
Credit Risk." The Plan has potential for credit loss on these
investments upon complete nonperformance by the counterparty.
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. In the event
of termination, participants will become 100 percent vested in their
accounts.
10
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. RECONCILIATION OF FINANCIAL STATEMENT TO FORM 5500:
The following is a reconciliation of net assets available for benefits
according to the financial statements to Form 5500:
December 31,
---------------------
1997 1996
---- ----
Net assets available for benefits per
the financial statements $20,344,668 $17,163,979
Amounts allocated to withdrawing
participants - (145,959)
---------- ----------
Net assets available for benefit
per Form 5500 $20,344,668 $17,018,020
========== ==========
The following is a reconciliation of benefits paid according to the
financial statements to Form 5500:
Year Ended
December 31,
1997
----
Benefits paid to participants per the
financial statements $2,127,755
Add: Amounts allocated to withdrawing
participants at December 31, 1997 -
Less:Amounts allocated to withdrawing
participants at December 31, 1996 (145,959)
---------
Benefits paid to participants per Form 5500 $1,981,796
=========
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
7. PLAN TAX STATUS:
The Plan has received a favorable determination letter dated January,
1996 from the Internal Revenue Service ("IRS") advising that the Plan
constitutes a qualified trust under Section 401(a) of the Internal
Revenue Code ("IRC"), and is therefore exempt from federal income taxes
under provisions of Section 501(a). The Plan has been amended since
receiving the determination letter (Note 1) and an application for
determination on the amended Plan was submitted to the IRS in May,
1998. The Plan administrator and the Plan's tax counsel believe that
the Plan is designed in compliance with the applicable requirements of
the IRC, and the Plan Administrator also believes that the Plan is
currently being operated in compliance with the applicable requirements
of the IRC.
11
8. RELATED PARTY TRANSACTIONS:
The Plan's trustee is Fidelity Management Trust Company. The guaranteed
deposit account is managed by Connecticut General Life Insurance
Company. The MAS Fixed Income Portfolio is managed by Miller Anderson &
Sherrerd LLP. All other funds are managed by Fidelity Investments.
The Plan is interpreted, administered and operated by a committee
comprised of the Company's Vice President & Chief Financial Officer,
Manager-Compensation and Benefits and Manager - Pensions/401(k).
12
SUPPLEMENTAL SCHEDULES
C&D TECHNOLOGIES SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
(c)
(b) Description of Investment (d) (e)
(a) Identity of Party Involved Rate of Interest Cost Fair Value
- --- -------------------------- ------------------------- ---- ----------
* Connecticut General Life Guaranteed Long-Term
Insurance
Company Account, GA-31723 $1,916,113 $ 1,916,113
* Fidelity Institutional Retirement
Services Company Stable Value Fund 5,101,793 5,101,793
Magellan Fund 5,063,142 4,840,995
Growth & Income Fund 6,186,053 6,339,258
Puritan Fund 1,510,831 1,498,982
Low-Priced Stock Fund 93,495 93,183
Diversified International Fund 36,992 36,822
Spartan U.S. Equity Index Fund 92,543 92,586
MAS Fixed Income Fund 24,521 24,112
* Unitized Stock Fund C&D TECHNOLOGIES Stock Fund 17,790 18,901
Participant Loans Interest, 8-11.5%,
maturity of 1-5 years - 268,241
---------- ----------
Total investments $20,043,273 $20,230,986
========== ==========
* Party-in-interest
13
C&D TECHNOLOGIES SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(h)
(c) Current Value
Number (e) (f) (g) of Asset at (i)
(a) (b) of Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Asset Transactions Price Price Investment Date or (Loss)
- -------------------------- -------------------- ------------ -------- ------- ---------- ------------- ---------
Connecticut General Guaranteed Long-Term - - $1,071,560 $1,071,560 $1,071,560 -
Life Insurance Co. Account GA-31723
14
SIGNATURES
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 hereunto
duly authorized.
C&D TECHNOLOGIES SAVINGS PLAN
June 29, 1998 By: /s/ Stephen E. Markert, Jr.
----------------------------
Stephen E. Markert, Jr.
Vice President Finance
(Principal Financial and
Accounting Officer)
C&D TECHNOLOGIES, INC.
15