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, 2001
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 401(K) PLAN & TRUST
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
STILLWATER MINING COMPANY
536 EAST PIKE AVENUE
COLUMBUS, MT 59019
REQUIRED INFORMATION
1. Financial statements filed as a part of this annual report: Stillwater
Mining Company 401(k) Plan and Trust - Financial Statements and
Schedules, December 31, 2001 and 2000 (With Independent Auditors'
Report Thereon), including the Statements of Net Assets Available For
Benefits as of December 31, 2001 and 2000, the Statement of Changes in
Net Assets Available For Benefits for the Year ended December 31, 2001,
and Notes to Financial Statements for the Years Ended December 31, 2001
and 2000, together with Supplemental Schedules of Schedule H, line 4i -
Schedule of Assets (Held at End of Year) December 31, 2001 and Schedule
G, Part III - Schedule of Nonexempt Transactions Year ended December
31, 2001.
2. Exhibit filed as part of this annual report: Exhibit 23 - Consent of
KPMG LLP, Independent Auditors.
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
November 4, 2002 /s/ James A. Sabala
- ---------------- -------------------------------------------
Date James A. Sabala
Vice President and Chief Financial Officer
CERTIFICATION OF FORM 11-K
OF
STILLWATER MINING COMPANY 401(k) PLAN AND TRUST
FOR THE YEAR ENDED DECEMBER 31, 2001
1. The undersigned are the Chairman and Chief Executive Officer and the
Vice President and Chief Financial Officer of Stillwater Mining Company. This
Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
This Certification accompanies the Form 11-K of the Stillwater Mining Company
401(k) Plan and Trust for the year ended December 31, 2001.
2. We certify that such Form 11-K fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the
information contained in such Form 11-K fairly presents, in all material
respects, the net assets available for benefits as of December 31, 2001 and the
changes in net assets available for benefits for the year then ended.
This Certification is executed as of November 4, 2002.
/s/ Francis R. McAllister
------------------------------------------
Francis R. McAllister
Chairman and Chief Executive Officer
/s/ James A. Sabala
------------------------------------------
James A. Sabala
Vice President and Chief Financial Officer
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Financial Statements and Schedules
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
TABLE OF CONTENTS
<Table>
Independent Auditors' Report
Statements of Net Assets Available for Benefits - December 31, 2001 and 2000
Statement of Changes in Net Assets Available for Benefits - Year Ended December 31, 2001
Notes to Financial Statements
</Table>
<Table>
<Caption>
Schedule
--------
Schedule H, line 4i -- Schedule of Assets (Held at End of Year) December 31, 2001.................... 1
Schedule G, Part III -- Schedule of Nonexempt Transactions -- Year ended December 31, 2001........... 2
</Table>
KPMG LLP
P.O. Box 7108
401 N. 31st Street
Billings, MT 59103
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, 2001 and 2000 and the related statement of changes in net assets available
for benefits for the year ended December 31, 2001. 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 auditing standards generally accepted
in the United States of America. 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, 2001 and 2000, and the changes in net assets available for benefits
for the year ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Schedule H,
line 4i -- schedule of assets (held at end of year) as of December 31, 2001 and
Schedule G, Part III -- schedule of nonexempt transactions for the year ended
December 31, 2001 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 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.
/s/ KPMG LLP
Billings, Montana
July 23, 2002
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
<Table>
<Caption>
2001 2000
------------ ------------
Assets:
Cash $ -- 106,885
Investments, at fair value (note 3):
Common stock 993,374 1,617,366
Mutual funds 12,968,335 12,399,686
Common/collective trust fund 371,128 --
Participant loans 472,662 460,283
------------ ------------
Total investments 14,805,499 14,477,335
Receivables:
Employer contributions 57,528 37,582
Participant contributions and loan repayments 83,729 58,336
------------ ------------
Total receivables 141,257 95,918
------------ ------------
Net assets available for benefits $ 14,946,756 14,680,138
============ ============
</Table>
See accompanying notes to financial statements.
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
<Table>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 260,988
Interest income on participant loans 38,655
-------------
Total investment income 299,643
-------------
Contributions:
Employer contributions 1,161,765
Participant contributions 1,896,647
Participant rollovers 646,581
-------------
Total additions 4,004,636
Deductions from net assets attributed to:
Net depreciation in fair value of investments 3,112,417
Distributions and withdrawals 574,948
Administrative expenses and other 50,653
-------------
Total deductions 3,738,018
Net increase 266,618
Net assets available for benefits:
Beginning of year 14,680,138
-------------
End of year $ 14,946,756
=============
</Table>
See accompanying notes to financial statements.
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2001 and 2000
(1) DESCRIPTION OF THE 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 document 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, as defined in the Plan document, and
is subject to the provisions of the Employee Retirement Income
Security Act ("ERISA"). Employees are eligible to participate
in the Plan at the beginning of the month following the
employee's date of hire.
(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 is administered under a trust agreement with Smith Barney
Corporate Trust Company (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 as defined by the Plan
agreement. 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. There were no discretionary contributions during the
year ended December 31, 2001.
Participant rollovers include transfers of $436,792 from the
Stillwater Mining Company Bargaining Unit 401(k) Plan and
Trust for the year ended December 31, 2001.
(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.
1 (continued)
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2001 and 2000
(f) PARTICIPANT LOANS
Participant loans shall not exceed the lesser 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 balance. 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, not to exceed ten
years. Interest rates on the participant loans outstanding at
December 31, 2001 ranged from 6.75% to 10.0%.
(g) PAYMENT OF BENEFITS
Upon termination, retirement or death, participants or their
beneficiaries may elect to receive an amount equal to the
vested value of his or her account in either a lump-sum amount
or in installments determined by the participant or their
beneficiary.
Distributions and withdrawals include $80,573 of transfers to
the Stillwater Mining Company Bargaining Unit 401(k) Plan and
Trust for the year ended December 31, 2001.
(h) 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. At December 31, 2001 and 2000, forfeited
nonvested accounts totaled $23,766 and $35,934, respectively.
During 2001 and 2000, $34,250 and $27,160, respectively, of
employer matching contributions were forfeited by employees
who terminated before those amounts became vested.
The amount of forfeitures used to pay administrative expenses
in 2001 totaled $47,303.
(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.
(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.
2 (continued)
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2001 and 2000
(d) RISKS AND UNCERTAINTIES
The Plan may invest in various types of 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 the amounts reported in
the statement of net assets available for plan benefits.
(e) INVESTMENT VALUATION 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. 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.
Interest income is recorded on the accrual basis.
(f) CASH
As of December 31, 2000, the Plan had cash which was
restricted for the purchase of common stock.
(g) EXPENSES OF THE PLAN
The Company may reimburse expenses incurred in the
administration of the Plan at its discretion. Substantially
all expenses are paid by the Company.
(h) PAYMENT OF BENEFITS
Benefits are recorded when paid.
3 (continued)
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2001 and 2000
(3) INVESTMENTS
The following table presents the fair values of investments that
represent 5 percent or more of the Plan's net assets as determined by
quoted market prices as of December 31:
<Table>
<Caption>
2001 2000
--------------------------- ---------------------------
NUMBER OF NUMBER OF
SHARES, UNITS SHARES, UNITS
OR LOANS FAIR VALUE OR LOANS FAIR VALUE
------------- ----------- ------------- -----------
Stillwater Mining Company Stock --
Common Stock 53,695 $ 993,374 41,102 $ 1,617,366
Mutual Funds:
Janus Fund 69,582 1,713,488 69,054 2,298,799
Dreyfus Premier Core Value Fund 56,919 1,629,750 40,120 1,240,900
Dreyfus Appreciation Fund 34,010 1,293,202 32,791 1,408,047
Janus Twenty Fund 25,823 1,000,303 -- --
Scudder International Fund 25,523 936,450 21,133 1,063,221
Smith Barney Government Portfolio 910,623 910,623 740,594 740,594
Royce Premier 81,889 863,238 55,045 541,089
Janus Enterprise Fund 25,840 828,665 23,819 1,268,839
10,169,093 10,178,855
Other investments less than 5% of the
Plan's
net assets
Participant loans 71 472,662 46 460,283
Other 4,163,744 3,838,197
$ 14,805,499 $ 14,477,335
============ ============
</Table>
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
depreciated in value by $3,112,417 as follows:
<Table>
Common Stock $ 1,032,250
Mutual Funds 2,080,167
-------------
$ 3,112,417
=============
</Table>
(4) 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.
(5) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by
subsidiaries of Citigroup Inc. Smith Barney Corporate Trust Company,
the trustee as defined by the Plan, is also a subsidiary of Citigroup
Inc. and, therefore, these transactions qualify as party-in-interest
transactions. Administrative fees paid by the Plan to CitiStreet
Associates, LLC, the recordkeeper, amounted to $50,653 for the year
ended December 31, 2001.
4 (continued)
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2001 and 2000
(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 and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
(7) NONEXEMPT TRANSACTIONS
There were unintentional delays by the Company in submitting certain
2001 contributions in the aggregate amount of $1,909 to the Trustee due
to a computer program error. The Company remitted the contributions and
reimbursed the Plan for lost investment income in the amount of $214 in
2002.
There was one unintentional delay by the Company in submitting
contributions in the amount of $3,795 to the Trustee during 2001 due to
employee bonus compensation that was erroneously omitted from 401(k)
eligible wages. The Company remitted the contributions and reimbursed
the Plan for lost investment income in the amount of $581 in 2002.
There were unintentional delays by the Company in submitting certain
2000 contributions in the aggregate amount of $8,759 to the Trustee due
to a computer program error. The Company remitted the contributions and
reimbursed the Plan for lost investment income in the amount of $2,013
in 2001.
There was one unintentional delay by the Company in submitting certain
1999 contributions in the aggregate amount of $70,109 to the Trustee.
The Company reimbursed the Plan for lost investment income in the
amount of $2,143 in 2001.
(8) SUBSEQUENT EVENTS
In November 2001, the Company resolved to provide that employer
contributions may be made in common stock of the Company, effective
January 1, 2002. No stock contributions were made in 2001.
Effective January 1, 2002, the Plan was amended to change allowable
participant pre-tax "elective deferral contributions" to the plan from
"not less than 1% nor more than 10%" of eligible compensation as
defined by the Plan agreement to "not less than 1% nor more than 20%."
Company contributions were also changed from 200% of each participant's
elective deferral contribution, up to 3% of the participant's
compensation for the contribution period to 100% of each participant's
elective deferral contribution, up to 6% of the participant's
compensation for the contribution period.
5 (continued)
SCHEDULE 1
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
<Table>
<Caption>
(a) (b) IDENTITY OF ISSUE, (c) DESCRIPTION OF INVESTMENT INCLUDING
BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, COLLATERAL, (d) NUMBER OF (e) CURRENT
OR SIMILAR PARTS' PAR OR MATURITY VALUE UNITS VALUE
------ ---------------------- -------------------------------------------- ------------- -----------
Janus Capital Corp. Janus Fund 69,582 $ 1,713,488
Dreyfus Corp. Dreyfus Premier Core Value Fund 56,919 1,629,750
Dreyfus Corp. Dreyfus Appreciation Fund 34,010 1,293,202
Janus Capital Corp. Janus Twenty Fund 25,823 1,000,303
* Stillwater Mining Company (Plan Stillwater Mining Company Stock - 53,695 993,374
Sponsor) Common Stock
Scudder Scudder International Fund 25,523 936,450
* Smith Barney Asset Management
(Trustee affiliate) Smith Barney Government Portfolio 910,623 910,623
Quest Advisory Corp. Royce Premier Fund 81,889 863,238
Janus Capital Corp. Janus Enterprise Fund 25,840 828,665
American Century/Benham American Century Income & Growth
Fund - Investor 25,335 692,905
Baron Management Baron Asset Fund 15,186 675,180
* Smith Barney Asset Management
(Trustee affiliate) Smith Barney S&P 500 Index Fund 57,849 673,357
* Participant Loans Interest rates ranging from 6.75% to 10% 71 472,662
Strong Capital Management Strong Government Securities Fund 34,461 371,980
Union Bond & Trust Co. MCM Stable Asset Fund 30,138 371,128
Lexington Management Corp. Lexington GNMA Income Fund 38,872 340,767
Dreyfus Corp. Dreyfus Founders Discovery Fund 9,274 263,831
Dreyfus Corp. Dreyfus Emerging Markets 21,742 246,549
INVESCO Funds Group Inc. INVESCO Select Income Fund 38,690 209,606
Warburg Pincus Warburg Pincus Fixed Income Fund 20,327 201,286
Wasatch Advisors, Inc. Wasatch Mid-Cap Fund 3,223 77,995
INVESCO Funds Group Inc. INVESCO High Yield Fund 10,729 39,160
-----------
$14,805,499
===========
</Table>
* Party-in-interest to the Plan.
See accompanying independent auditors' report.
SCHEDULE 2
STILLWATER MINING COMPANY
401(K) PLAN AND TRUST
Schedule G, Part III - Schedule of Nonexempt Transactions
Year ended December 31, 2001
<Table>
<Caption>
(b) Relationship (c) Description of (g) Expenses
to plan, transactions including incurred in
employer or maturity date, rate connection
(a) Identity of party other of interest, collateral (d) Purchase (e) Selling (f) Lease with
involved party-in-interest par or maturity value price price rental transaction
- ------------------------- ----------------- ------------------------ ------------ ----------- ------------ ------------
Stillwater Mining Company Plan Sponsor Certain 2001 employee -- -- -- --
deferrals not deposited
to the Plan in a timely
manner. (1)
Stillwater Mining Company Plan Sponsor Certain 2001 employee -- -- -- --
deferrals not deposited
to Plan in a timely
manner. (2)
Stillwater Mining Company Plan Sponsor Certain 2000 employee -- -- -- --
deferrals and employer
contributions not
deposited to Plan in a
timely manner. (3)
Stillwater Mining Company Plan Sponsor Certain 1999 employee -- -- -- --
deferrals not deposited
to Plan in a timely
manner. (4)
<Caption>
(i) Current (j) Net gain or
(a) Identity of party (h) Cost of value of loss on each
involved asset asset transaction
- ------------------------- ------------ ------------ ---------------
Stillwater Mining Company $ 214 -- --
Stillwater Mining Company 581 -- --
Stillwater Mining Company 2,013 -- --
Stillwater Mining Company 2,143 -- --
</Table>
(1) There were unintentional delays by the Company in submitting certain 2001
contributions in the aggregate amount of $1,909 to the Trustee due to a
computer program error. The Company remitted the contributions and
reimbursed the Plan for lost investment income in the amount of $214 in
2002.
(2) There was one unintentional delay by the Company in submitting
contributions in the amount of $3,795 to the Trustee during 2001 due to
employee bonus compensation that was erroneously omitted from 401(k)
eligible wages. The Company remitted the contribution and reimbursed the
Plan for lost investment income in the amount of $581 in 2002.
(3) There were unintentional delays by the Company in submitting certain 2000
contributions in the aggregate amount of $8,759 to the Trustee due to a
computer program error. The Company remitted the contributions and
reimbursed the Plan for lost investment income in the amount of $2,013 in
2001.
(4) There was one unintentional delay by the Company in submitting certain 1999
contributions in the aggregate amount of $70,109 to the Trustee. The
Company reimbursed the Plan for lost investment income in the amount of
$2,143 in 2001.
See accompanying independent auditors' report.
STILLWATER MINING COMPANY
EXHIBIT INDEX
<Table>
<Caption>
Exhibit Document
23 Consent of KPMG LLP, Independent Auditors.
</Table>