SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2001
Commission file number 1-13905
COMPX INTERNATIONAL INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 57-0981653
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240 - 2697
- ----------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 233-1700
--------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Class A common stock New York Stock Exchange
($.01 par value per share)
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
As of March 1, 2002, 5,103,280, shares of Class A common stock were outstanding.
The aggregate market value of the 4.7 million shares of voting stock held by
nonaffiliates of Valhi, Inc. as of such date approximated $62.0 million.
Documents incorporated by reference
The information required by Part III is incorporated by reference from the
Registrant's definitive proxy statement to be filed with the Commission pursuant
to Regulation 14A not later than 120 days after the end of the fiscal year
covered by this report.
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2001 as set forth below and in the pages attached
hereto:
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Exhibit No. 99.1, Annual Report of the CompX Contributory Retirement
Plan (Form 11-K) for the year ended December 31, 2001 (filed as an
amendment to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMPX INTERNATIONAL INC.
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(Registrant)
Dated: June 11, 2002 By: /s/ Stuart M. Bitting
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Stuart M. Bitting
Vice President, Treasurer and
Chief Financial Officer
Exhibit 99.1
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 - For the
fiscal year ended December 31, 2001
Commission file number 1-13905
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
COMPX CONTRIBUTORY RETIREMENT PLAN
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
COMPX INTERNATIONAL INC.
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
COMPX CONTRIBUTORY RETIREMENT PLAN
By: ADMINISTRATIVE COMMITTEE OF THE
COMPX CONTRIBUTORY RETIREMENT PLAN
By: /s/ Darryl R. Halbert
------------------------------------
Darryl R. Halbert
Committee Member
June 11, 2002
COMPX CONTRIBUTORY RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
December 31, 2001
with
REPORT OF INDEPENDENT ACCOUNTANTS
COMPX CONTRIBUTORY RETIREMENT PLAN
Index of Financial Statements and Supplemental Schedules
Page
Report of Independent Accountants 2
Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 2000 and 2001 3
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2001 4
Notes to Financial Statements 5-8
Supplemental Schedules
Schedule G, part 3 - Schedule of Nonexempt Transactions
for the year ended December 31, 2001 9
Schedule H, line 4i - Schedule of Assets Held for
Investment Purposes - December 31, 2001 10
Report of Independent Accountants
To the Administrative Committee of
CompX Contributory Retirement Plan
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 CompX Contributory Retirement Plan (the "Plan") at December 31, 2000 and 2001
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. 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 auditing standards generally accepted in the
United States of America 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 our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Schedule of
Nonexempt Transactions and Schedule of Assets Held for Investment Purposes 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.
PricewaterhouseCoopers LLP
Dallas, Texas
May 30, 2002
COMPX CONTRIBUTORY RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 and 2001
2000 2001
---- ----
Assets:
Investments at fair value .................... $13,754,694 $13,681,452
Contributions receivable:
Employer ................................... 666,730 451,572
Participant ................................ 41,469 --
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Net assets available for benefits ........ $14,462,893 $14,133,024
=========== ===========
COMPX CONTRIBUTORY RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2001
Additions:
Investment income -
interest and dividends ..................................... $ 503,017
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Contributions:
Employer .................................................. 550,261
Participants .............................................. 1,097,236
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1,647,497
Total additions ......................................... 2,150,514
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Deductions:
Net depreciation in fair value of investments ............... 2,525,578
Benefits to participants .................................... 1,327,736
Administrative expenses ..................................... 1,375
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Total deductions ........................................ 3,854,689
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Net decrease in net assets available for benefits ............. (1,704,175)
Transfers from:
Thomas Regout USA Inc. Salary Deferral Plan ................. 1,172,991
Chicago Lock Company Employee 401(K) Retirement Plan ........ 155,196
Chicago Lock Company SEIU Local 1 401(K) Retirement Plan .... 46,119
Net assets available for benefits:
Beginning of year ........................................... 14,462,893
------------
End of year ................................................. $ 14,133,024
============
COMPX CONTRIBUTORY RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan and significant accounting policies:
General. The following description of the Compx Contributory Retirement
Plan (the "Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
The Plan is a defined contribution plan which covers eligible salaried and
hourly U.S. employees of CompX International Inc. and its subsidiaries
(collectively, the "Employer"). Employees are eligible to participate in the
Plan as of the first entry date, as defined, concurrent with or next following
the completion of one year of employment and attaining 20 years of age. The Plan
is subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
The Employer is a 69%-owned subsidiary of Valhi, Inc. Valhi is a 94%-owned
subsidiary of Contran Corporation. Substantially all of Contran's outstanding
voting stock is held by trusts established for the benefit of certain children
and grandchildren of Harold C. Simmons, of which Mr. Simmons is sole trustee.
Mr. Simmons, the Chairman of the Board and Chief Executive Officer of each of
Contran and Valhi, may be deemed to control each of such companies and the
Employer.
Effective October 1, 2001, the Thomas Regout USA Inc. Salary Deferral Plan
was merged into the Plan and all of the assets of such plan were transferred to
the Plan.
In September 2001, the undistributed assets from Chicago Lock Company SEIU
Local 1 401(K) Retirement Plan and Chicago Lock Company Employee 401(K)
Retirement Plan (collectively, the "Chicago Plans") were transferred into the
Plan. The Chicago Plans were terminated effective December 31, 2000, and any
assets that could not be distributed to individual participants were transferred
to the Plan.
Contributions. The Plan permits participants to defer 1% to 15% of their
pre-tax annual compensation as contributions, not to exceed a deferral of
$10,500 in 2001 (subject to adjustment in future years), through payroll
deductions. The Employer's contribution is based upon a profit-sharing formula
and the Employer's profit, as defined, during the Plan year. The Employer's
contribution is allocated to participants' accounts on a percentage or matching
basis relative to the participants' contributions for the year. The Employer's
contribution is reduced, as provided by the Plan, by nonvested amounts forfeited
by participants who withdraw from the Plan. At December 31, 2000 and 2001,
unallocated forfeited nonvested accounts were $18,627 and $21,274 respectively.
For the years ended December 31, 2000 and 2001, $20,615 and nil of forfeitures
were used to reduce employer contributions, respectively.
Vesting and benefits. Salary deferrals (including earnings thereon) are
immediately vested while Employer contributions (including earnings thereon)
vest at the rate of 20% per year of service, as defined.
Upon termination of employment, retirement, death or disability, a
participant (or beneficiary, if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's accounts or (ii)
installments over a period of not more than 30 years. With the consent of the
Plan administrators, participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.
Benefits are recorded when paid.
Participants' accounts. Participants can direct the Plan administrator to
invest, in 1% increments, their account balance in publicly-traded registered
investment companies or pooled funds administered by Putnam Investments or in
CompX International Inc. common stock. Below are the investment fund options
available to participants at December 31, 2001:
Putnam Voyager Fund - Seeks capital appreciation. Invests primarily in
common stocks.
Putnam Vista Fund - Seeks capital appreciation. Invests primarily in common
stocks.
Putnam OTC and Emerging Growth Fund - Seeks capital appreciation. Invests
primarily in common stocks of small- to medium-sized "emerging growth"
companies traded in the over-the-counter ("OTC") market.
The George Putnam Fund of Boston - Seeks to provide a balanced investment
which will produce both capital growth and current income. Invests in a
diversified group of stocks and bonds.
PIMCO Total Return Fund - Seeks maximum current income and price
appreciation. Invests in intermediate - maturity fixed-income securities
from all major sectors of the bond market.
UAM ICM Small Company Portfolio Fund - Seeks maximum, long-term total
return. Invests in common stocks of smaller to midsize companies.
Putnam Stable Value Fund - This pooled fund seeks stable principal and
relatively high current income. Invests primarily in high-quality
fixed-income investments.
Putnam Asset Allocation Fund - Growth Portfolio - Seeks capital
appreciation. Invests in both stocks and bonds.
Putnam Asset Allocation Fund - Balanced Portfolio - Seeks total return.
Invests in both stocks and bonds.
Putnam S&P 500 Index Fund - Seeks to mirror the performance and composition
of Standard & Poor's 500 Composite Index.
Equity Income Fund - Seeks to provide current income by investing primarily
in Diversified Portfolio of income producing equity securities.
Putnam International Growth Fund - Seeks capital appreciation. Invests in
growth and value stocks outside of the United States.
Putnam Asset Allocation Fund - Conservative Portfolio - Seeks total return
with preservation of capital. Invests in both stocks and bonds.
Company Stock Fund - Invests in CompX International Inc. class A common
stock.
The above fund descriptions provide only general information. Participants
should refer to the Prospectus of each fund for a more complete description.
Each participant's account is credited with the participant's contribution
and an allocation of the Employer's contribution and Plan earnings, and charged
with an allocation of administrative expenses. Allocations are based on
participant earnings, matching or account balances, as defined in the Plan.
In addition to the Putnam Funds, a "Loan Fund" is maintained to account for
loans to participants, as permitted by the Plan. These loans, which are secured
by the balance in the participant's account, bear interest at rates ranging from
5.75% to 10.5% and mature through 2016.
Plan termination. The Employer has the right under the Plan to discontinue
its contributions at any time and to terminate the Plan, in compliance with the
provisions of ERISA. In the event the Plan is terminated, the accounts of all
participants will become fully vested.
Basis of accounting. The financial statements of the Plan are prepared in
accordance with accounting principles generally accepted in the United States of
America. Valuation of investments is more fully described in Note 2.
Management estimates. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
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 may, in some instances, differ
from previously estimated amounts.
Risks and uncertainties. The Plan provides for various investment options
in a variety 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 Plan's statement of net assets available for benefits.
Expenses of administering the Plan. The Plan provides that the Employer
will generally reimburse the Plan for administrative expenses paid by the Plan.
The Employer paid a significant portion of the 2001 administrative expenses.
Tax status. The Plan has been notified by the Internal Revenue Service that
it is a qualified plan under Section 401(a) and Section 401(k) of the Internal
Revenue Code (the "Code"), and is therefore exempt from federal income taxes
under provisions of Section 501(a) of the Code.
The Plan has been amended since it was notified of its exempt status by the
Internal Revenue Service. Management believes the Plan currently is designed and
operates in accordance with the applicable requirements of the Code and
therefore remains exempt from federal income taxes under provisions of Section
501(a) of the Code. In February 2002, the Plan submitted the Plan's document to
the Internal Revenue Service for approval.
Note 2 - Investments:
General. The assets of the Plan are held and the related investment
transactions are executed by Putnam Fiduciary Trust Company as trustee (the
"Trustee") of the CompX Master 401(k) Plan Trust (the "Trust"). The Trust
invests in publicly-traded registered investment companies, pooled funds
administered by Putnam Investments and CompX International Inc. class A common
stock (see Note 1). The Plan's investments are stated at fair value based on
quoted market prices and net appreciation (depreciation) for the year is
reflected in the Plan's statement of changes in net assets available for plan
benefits. The net appreciation (depreciation) consists of realized gains or
losses and unrealized appreciation or depreciation on investments.
The following presents investments that represent 5 percent or more of the
Plan's net assets at year end:
December 31,
2000 2001
---- ----
Putnam Voyager Fund (class Y shares) ........... $3,831,317 $3,043,075
Putnam Stable Value Fund (pooled fund) ......... 2,719,778 2,854,648
Putnam Vista Fund (class Y shares) ............. 3,327,830 2,006,590
PIMCO Total Return Fund ........................ -- 1,113,511
The George Putnam Fund of Boston
(class Y shares) .............................. 564,989 1,004,358
Putnam S&P 500 Index Fund (pooled fund) ........ 401,758 978,530
Note 3 - Deposit of participant contributions:
ERISA requires employees to transfer participant elective deferrals to the
Plan's trust account within a specified period of time. In 2001, the Employer
did not transfer certain contributions within the time required by ERISA.
However, all contributions have been transferred to the Plan's trust account,
and as prescribed by the regulations, additional amounts have been contributed.
COMPX CONTRIBUTORY RETIREMENT PLAN
SCHEDULE G, PART 3 - SCHEDULE OF NONEXEMPT TRANSACTIONS
For the year ended December 31, 2001
Expenses
Incurred in
Description Connection with
Party Relationship of Loan Net Gain on Transaction
-----------
Involved to Plan Transaction Amount Transaction
Thomas Regout USA Inc. Sponsor Loan - late $7,124 $517 $ -
deposit of
contribution
Thomas Regout USA Inc. Sponsor Loan - late $6,859 $882 $ -
deposit of
contribution
COMPX CONTRIBUTORY RETIREMENT PLAN
SCHEDULE H, line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2001
Fair
value
*Putnam Voyager Fund - Class Y ................................ $ 3,043,075
*Putnam Stable Value Fund (Common/Collective Trust) ........... 2,854,648
*Putnam Vista Fund - Class Y .................................. 2,006,590
*PIMCO Total Return Fund ...................................... 1,113,511
*The George Putnam Fund of Boston - Class Y ................... 1,004,358
*Putnam S&P 500 Index Fund (Common/Collective Trust) .......... 978,530
*Putnam International Growth Fund - Class Y ................... 505,559
*Putnam OTC and Emerging Growth Fund - Class Y ................ 399,559
*UAM ICM Small Company Portfolio Fund ......................... 388,363
*Putnam Equity Income Fund - Class Y .......................... 365,469
*Putnam Asset Allocation Fund -
Balanced Portfolio - Class Y ................................ 72,531
*Putnam Asset Allocation Fund -
Growth Portfolio - Class Y .................................. 52,530
*Putnam Asset Allocation Fund -
Conservative Portfolio - Class Y ............................ 44,014
*CompX International Inc. Class A common stock ................ 208,654
*Loans to participants (with interest rates from
5.75% to 10.5%), mature through 2016 ........................ 644,061
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$13,681,452
* party in interest
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-56163) of CompX International Inc. of our
report dated May 30, 2002, relating to the financial statements and
supplementary schedules of the CompX Contributory Retirement Plan, which appears
in this Form 11-K.
PricewaterhouseCoopers LLP
Dallas, Texas
June 11, 2002
