FORM 11-K ANNUAL REPORT 5043
_______________________________________________________________________________
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 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 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
STILLWATER MINING COMPANY 401(K) PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
----
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
* 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.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Stillwater Mining Company 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 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
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
FUND INFORMATION
--------------------------------------------------------------------------------
STILLWATER GROWTH AND GOVERNMENT
MINING COMPANY INCOME SECURITIES ASSET MANAGER
FUND PORTFOLIO MAGELLAN FUND FUND PORTFOLIO
---------------- ------------ -------------- ----------- ---------------
ASSETS
Investments
Common stock $494,700 $ - $ - $ - $ -
Mutual funds - 3,776,769 3,112,441 316,174 1,620,323
Participant loans - - - - -
Receivables:
Employer contributions 980 15,402 13,538 1,993 5,402
Participant contributions
and loan repayments 1,379 21,330 19,983 2,819 8,026
-------- ---------- ---------- -------- ----------
Total assets 497,059 3,813,501 3,145,962 320,986 1,633,751
-------- ---------- ---------- -------- ----------
Net assets available for
benefits $497,059 $3,813,501 $3,145,962 $320,986 $1,633,751
======== ========== ========== ======== ==========
FUND INFORMATION
---------------------------------------------------------------------------------------------
RETIREMENT DIVERSIFIED
GOVERNMENT MONEY LOW PRICED INTERNATIONAL PARTICIPANT
MARKET PORTFOLIO STOCK FUND CONTRAFUND FUND LOANS TOTAL
---------------- ------------- ----------- ------------- ------------ ------------
ASSETS
Investments
Common stock $ - $ - $ - $ - $ - $ 494,700
Mutual funds 854,229 138,525 149,330 31,767 - 9,999,558
Participant loans - - - - 341,034 341,034
Receivables:
Employer contributions 1,440 948 1,102 496 - 41,301
Participant contributions
and loan repayments 2,558 1,628 1,640 622 (5,850) 54,135
-------- -------- -------- ------- -------- -----------
Total assets 858,227 141,101 152,072 32,885 335,184 10,930,728
-------- -------- -------- ------- -------- -----------
Net assets available for
benefits $858,227 $141,101 $152,072 $32,885 $335,184 $10,930,728
======== ======== ======== ======= ======== ===========
The accompanying notes are an integral part of these financial statements.
2
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
FUND INFORMATION
------------------------------------------------------------------------------------
GROWTH AND RETIREMENT
INCOME GOVERNMENT ASSET MANAGER GOVERNMENT MONEY
PORTFOLIO MAGELLAN FUND SECURITIES FUND PORTFOLIO MARKET PORTFOLIO
----------- --------------- --------------- ------------- -----------------
ASSETS
Investments
Mutual funds $2,897,835 $2,310,318 $269,447 $1,352,815 $746,777
Participant loans - - - - -
Receivables:
Employer contributions 11,749 9,263 1,321 5,091 2,348
Participant contributions
and loan repayments 15,018 12,320 1,975 7,351 5,337
---------- ---------- -------- ---------- --------
Total assets 2,924,602 2,331,901 272,743 1,365,257 754,462
---------- ---------- -------- ---------- --------
Net assets available
for benefits $2,924,602 $2,331,901 $272,743 $1,365,257 $754,462
========== ========== ======== ========== ========
FUND INFORMATION
-----------------------------------------------------------------------------
DIVERSIFIED
LOW PRICED INTERNATIONAL PARTICIPANT
STOCK FUND CONTRAFUND FUND LOANS TOTAL
------------- ----------- ------------- ------------ ------------
ASSETS
Investments
Mutual funds $27,000 $40,167 $9,425 $ - $7,653,784
Participant loans - - - 232,159 232,159
Receivables:
Employer contributions 203 365 93 - 30,433
Participant contributions
and loan repayments 545 781 260 (5,819) 37,768
------- ------- ------ -------- ----------
Total assets 27,748 41,313 9,778 226,340 7,954,144
------- ------- ------ -------- ----------
Net assets available
for benefits $27,748 $41,313 $9,778 $226,340 $7,954,144
======= ======= ====== ======== ==========
The accompanying notes are an integral part of these financial statements.
3
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
FUND INFORMATION
-----------------------------------------------------------------------------------
STILLWATER
MINING
COMPANY GROWTH AND GOVERNMENT ASSET MANAGER
FUND INCOME PORTFOLIO MAGELLAN FUND SECURITIES FUND PORTFOLIO
----------- ------------------ --------------- ---------------- ---------------
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 288 $ 201,245 $ 146,032 $ 16,979 $ 289,492
Net appreciation (depreciation) in fair
value of investments 58,997 612,922 651,387 6,025 (70,400)
Interest income on loans 8 6,998 7,495 401 1,214
-------- ---------- ---------- -------- ----------
Total investment income 59,293 821,165 804,914 23,405 220,306
-------- ---------- ---------- -------- ----------
Employer contributions 1,640 164,207 129,495 15,993 61,294
Participant contributions and loan repayments 4,882 283,078 218,765 28,311 117,005
Transfer from Stillwater Mining Company,
Bargaining Unit, 401(k) Plan and Trust - 221,843 167,523 14,827 25,610
-------- ---------- ---------- -------- ----------
Total additions 6,522 669,128 515,783 59,131 203,909
Deductions from net assets attributed to:
Distributions and withdrawals - (192,167) (189,252) (16,146) (99,422)
Participant loan withdrawals - (110,823) (61,592) (13,180) (8,575)
Loan fees charged to participants - (1,431) (125) (188) -
-------- ---------- ---------- -------- ----------
Total deductions - (304,421) (250,969) (29,514) (107,997)
Net interfund transfers 431,244 (296,973) (255,667) (4,779) (47,724)
-------- ---------- ---------- -------- ----------
Net increase (decrease) 497,059 888,899 814,061 48,243 268,494
Net assets at beginning of plan year - 2,924,602 2,331,901 272,743 1,365,257
-------- ---------- ---------- -------- ----------
Net assets at end of plan year $497,059 $3,813,501 $3,145,962 $320,986 $1,633,751
======== ========== ========== ======== ==========
FUND INFORMATION
------------------------------------------------------------------------------
RETIREMENT LOW
GOVERNMENT PRICED DIVERSIFIED
MONEY MARKET STOCK INTERNATIONAL PARTICIPANT
PORTFOLIO FUND CONTRAFUND FUND LOANS T0TAL
------------ -------- ----------- -------------- ------------ --------
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 39,983 $ 10,137 $ 10,913 $ 1,206 $ - $ 716,275
Net appreciation (depreciation) in fair
value of investments - (9,887) 15,500 1,524 - 1,266,068
Interest income on loans 3,001 207 426 35 - 19,785
-------- -------- -------- ------- -------- -----------
Total investment income 42,984 457 26,839 2,765 - 2,002,128
-------- -------- -------- ------- -------- -----------
Employer contributions 18,987 12,309 10,282 4,097 - 418,304
Participant contributions and loan repayments 32,307 43,571 44,801 8,748 (88,120) 693,348
Transfer from Stillwater Mining Company,
Bargaining Unit, 401(k) Plan and Trust 4,721 1,210 301 - 26,697 462,732
-------- -------- -------- ------- -------- -----------
Total additions 56,015 57,090 55,384 12,845 (61,423) 1,574,384
Deductions from net assets attributed to:
Distributions and withdrawals (42,313) - (1,082) - - (540,382)
Participant loan withdrawals (28,829) - (4,500) - 227,499 -
Loan fees charged to participants (363) (7) (200) - (57,232) (59,546)
-------- -------- -------- ------- -------- -----------
Total deductions (71,505) (7) (5,782) - 170,267 (599,928)
Net interfund transfers 76,271 55,813 34,318 7,497 - -
-------- -------- -------- ------- -------- -----------
Net increase (decrease) 103,765 113,353 110,759 23,107 108,844 2,976,584
Net assets at beginning of plan year 754,462 27,748 41,313 9,778 226,340 7,954,144
-------- -------- -------- ------- -------- -----------
Net assets at end of plan year $858,227 $141,101 $152,072 $32,885 $335,184 $10,930,728
======== ======== ======== ======= ======== ===========
The accompanying notes are an integral part of these financial statements.
4
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
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.
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"). 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, $19,874 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
STILLWATER MINING COMPANY 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: 17 in the Stillwater Mining
Company Fund, 149 in the Growth and Income Portfolio, 132 in the Magellan
Fund, 46 in the Government Securities Fund, 76 in the Asset Manager Portfolio,
28 in the Retirement Government Money Market Portfolio, 19 in the Low Priced
Stock Fund, 25 in the Contrafund and 14 in the Diversified International Fund.
6
STILLWATER MINING COMPANY 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:
1998 1997
---------------------------------- ----------------------------------
Units of Net Asset Units of Net Asset
Participation Value Per Unit Participation Value Per Unit
--------------- ---------------- --------------- ----------------
Stillwater Mining Company Fund 20,700.40 $ 23.90 - $ -
Growth & Income Portfolio 82,390.24 45.84 76,058.65 38.10
Magellan Fund 25,760.98 120.82 24,250.21 95.27
Government Securities Fund 31,180.86 10.14 27,189.39 9.91
Asset Manager Portfolio 93,175.57 17.39 73,722.88 18.35
Retirement Gov't Money Market Portfolio 854,229.05 1.00 746,776.80 1.00
Low Priced Stock Fund 6,062.34 22.85 1,074.40 25.13
Contrafund 2,629.51 56.79 861.39 46.63
Diversified International Fund 1,792.74 17.72 584.33 16.13
4. NET REALIZED GAINS/LOSSES ON INVESTMENTS
Net realized gains/losses from investment transactions for the year ended
December 31, 1998 were as follows:
STILLWATER
MINING GROWTH GOVERNMENT
COMPANY & INCOME MAGELLAN SECURITIES
FUND PORTFOLIO FUND FUND
----------- --------- --------- -----------
PROCEEDS $ 3,653 $1,138,853 $511,384 $35,098
COST 3,541 1,071,034 456,247 34,900
-------- ---------- -------- -------
NET GAIN/(LOSS) $ 112 $ 67,819 $ 55,137 $ 198
======== ========== ======== =======
LOW
ASSET PRICED DIVERSIFIED
MANAGER STOCK INTERNATIONAL
PORTFOLIO FUND CONTRAFUND FUND
---------- -------- ------------ --------------
PROCEEDS $165,721 $ 14,444 $ 15,553 $ 934
COST 161,523 16,247 13,359 887
-------- ---------- -------- -------
NET GAIN/(LOSS) $ 4,198 $ (1,803) $ 2,194 $ 47
======== ========== ======== =======
7
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS (continued)
5. UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS
Net unrealized appreciation of investments amounted to $2,670,352 and
$1,532,186 at December 31, 1998 and 1997, respectively. The change in net
unrealized appreciation resulted in a Plan gain of $1,138,166 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 May 18, 1995
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
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1998 SCHEDULE I
COST OF CURRENT
ISSUER DESCRIPTION OF INVESTMENT ASSET VALUE
Stillwater Mining Company (a) Stillwater Mining Company Fund
- Common Stock $ 435,815 $ 494,700
Fidelity Investments (b) Growth and Income Portfolio 2,450,616 3,776,769
Magellan Fund 1,974,975 3,112,441
Government Securities Fund 311,578 316,174
Asset Manager Portfolio 1,478,870 1,620,323
Retirement Government Money Market
Portfolio 854,229 854,229
Low Priced Stock Fund 147,288 138,525
Contrafund 139,804 149,330
Diversified International Fund 30,731 31,767
Participants Participant loans; interest rates
ranging from 8.0% to 10.0% 341,034 341,034
- -----------
(a) Party-in-interest.
(b) Party-in-interest because an affiliate is a service provider to, and
trustee of, the Plan.
9
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
LINE 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT
DECEMBER 31, 1998 SCHEDULE II
OVERDUE
ORIGINAL AMOUNT RECEIVED AMOUNTS(B)
LOAN DURING PLAN ISSUE MATURITY INTEREST -------------------
NAME (A) ADDRESS AMOUNT(C) YEAR 1998 DATE DATE RATE PRINCIPAL INTEREST
-------- ------- --------- --------------- ------ -------- -------- --------- --------
2151 E. Southers
Danny Smothers Mesa, AZ 25205 $17,000 $3,659 8/5/97 8/27/01 10% 13,204 $56
P. O. Box 1472
Sam Smith Columbus, MT 59019 $12,000 $3,017 3/31/98 2/2/00 10% 9,442 $39
- ------------
(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
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS(a)
FOR THE YEAR ENDED DECEMBER 31, 1998 SCHEDULE III
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
-------------------- --------- --------- ------------ ------------ ---------- ----------
Fidelity Growth and Income
Portfolio (b) 66 48 $1,404,864 $1,138,853 $1,002,009 $136,844
Fidelity Magellan
Fund (b) 60 45 662,121 511,384 418,211 93,173
Fidelity Asset Manager
Portfolio (b) 36 19 503,629 165,721 143,829 21,892
Fidelity Retirement Government
Money Market Portfolio (b) 37 21 832,091 724,639 724,639 -
- -------------
(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 the Plan.
11
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 401(k) Plan and Trust
-----------------------------------------------
(Name of Plan)
Date: October 15, 1999 /s/ John Stark
------------------------------
John Stark