SEC Filing Html Data
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2002
Commission file number 1-13905
COMPX INTERNATIONAL INC.
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(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
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(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 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
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 is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X --- ---
The aggregate market value of the 4.7 million shares of voting stock held by
nonaffiliates of CompX International Inc. as of June 30, 2002 approximated $62.7
million.
As of March 7, 2003, 5,115,780 shares of Class A common stock were outstanding.
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, 2002 as set forth below and in the pages attached
hereto:
Item 15. 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, 2002 (filed as an
amendment to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2002).
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 23, 2003 By: /s/Darryl R. Halbert
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Darryl R. Halbert
Vice President, Chief
Financial Officer and Controller
CERTIFICATION
I, David A. Bowers, the Vice Chairman of the Board, President and Chief
Executive Officer of CompX International Inc., certify that:
1) I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of
CompX International Inc.; and
2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
Date: June 23, 2003
/s/ David A. Bowers
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David A. Bowers
Vice Chairman of the Board, President
and Chief Executive Officer
CERTIFICATION
I, Darryl R. Halbert, the Vice President, Chief Financial Officer and Controller
of CompX International Inc., certify that:
1) I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of
CompX International Inc.; and
2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
Date: June 23, 2003
/s/ Darryl R. Halbert
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Darryl R. Halbert
Vice President, Chief Financial Officer and Controller
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, 2002
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/ Raymond S. Staton
------------------------------------
Raymond S. Staton
Committee Member
COMPX CONTRIBUTORY RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
December 31, 2002
with
REPORT OF INDEPENDENT ACCOUNTANTS
COMPX CONTRIBUTORY RETIREMENT PLAN
Index of Financial Statements and Supplemental Schedule
Page
Report of Independent Accountants 2
Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 2001 and 2002 3
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2002 4
Notes to Financial Statements 5-8
Supplemental Schedule
Schedule H, line 4i - Schedule of Assets (Held at End of Year) -
December 31, 2002 9
Report of Independent Auditors
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, 2001 and 2002
and the changes in net assets available for benefits for the year ended December
31, 2002 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 schedule of Schedule of
Assets (Held at End of Year) is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
Dallas, Texas
June 6, 2003
COMPX CONTRIBUTORY RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2001 and 2002
2001 2002
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Assets:
Investments at fair value .................... $13,681,452 $12,613,840
Contributions receivable - employer .......... 451,572 536,559
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Net assets available for benefits ........ $14,133,024 $13,150,399
=========== ===========
COMPX CONTRIBUTORY RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2002
Additions:
Investment income - interest and dividends ................ $ 366,271
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Contributions:
Employer ................................................ 534,362
Participants ............................................ 1,338,625
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1,872,987
Total additions ....................................... 2,239,258
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Deductions:
Net depreciation in fair value of investments ............. 2,318,155
Benefits to participants .................................. 899,313
Administrative expenses ................................... 4,415
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Total deductions ...................................... 3,221,883
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Net decrease in net assets available for benefits ........... (982,625)
Net assets available for benefits:
Beginning of year ......................................... 14,133,024
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End of year ............................................... $ 13,150,399
============
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 U.S. 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 90 days of eligible service 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. at December 31, 2002.
Valhi is a 93%-owned subsidiary of Contran Corporation at December 31, 2002.
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 of each of Contran and Valhi, may be deemed to control each of such
companies and the Employer.
Contributions. The Plan permits participants to defer 1% to 100% of their
pre-tax annual compensation as contributions, not to exceed a deferral of
$11,000 in 2002 (subject to adjustment in future years), through payroll
deductions. Beginning January 1, 2002, participants who will be at least age 50
by the end of the Plan year may elect to make "catch-up" contributions, not to
exceed an additional deferral of $1,000 in 2002 (subject to adjustments 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
(excluding catch-up 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, 2001 and 2002, unallocated forfeited
nonvested accounts were $21,274 and $45,501 respectively. For the years ended
December 31, 2001 and 2002, forfeitures of nil and $59 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 (not to exceed 25% of account balances).
Below are the investment fund options available to participants at December 31,
2002:
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 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 Asset Allocation Fund - Conservative Portfolio - Seeks total return
with preservation of capital. Invests in both stocks and bonds.
Putnam S&P 500 Index Fund - This pooled 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.
Managers Special Equity Fund - Seeks capital appreciation through
investment primarily in the equity securities of a diversified group of
companies expected to have superior earnings and growth potential. The fund's
investments will tend to be in the securities of companies having small to
medium market capitalizations.
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
5.25% 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 2002 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 depreciation for the year is reflected in the
Plan's statement of changes in net assets available for plan benefits. The net
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,
2001 2002
---- ----
Putnam Stable Value Fund (pooled fund) ......... $2,854,648 $3,491,376
Putnam Voyager Fund (class Y shares) ........... 3,043,075 2,138,814
PIMCO Total Return Fund ........................ 1,113,511 1,398,213
Putnam Vista Fund (class Y shares) ............. 2,006,590 1,244,218
Putnam S&P 500 Index Fund (pooled fund) ........ 978,530 859,583
The George Putnam Fund of Boston
(class Y shares) .............................. 1,004,358 743,085
Note 3 - Deposit of participant contributions:
ERISA requires employers 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 H, line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2002
Fair
value
*Putnam Stable Value Fund (Common/Collective Trust) ........... $ 3,491,376
*Putnam Voyager Fund - Class Y ................................ 2,138,814
*PIMCO Total Return Fund ...................................... 1,398,213
*Putnam Vista Fund - Class Y .................................. 1,244,218
*Putnam S&P 500 Index Fund (Common/Collective Trust) .......... 859,583
*The George Putnam Fund of Boston - Class Y ................... 743,085
*Putnam International Growth Fund - Class Y ................... 555,665
*UAM ICM Small Company Portfolio Fund ......................... 439,000
*Putnam Equity Income Fund - Class Y .......................... 377,728
*Putnam OTC and Emerging Growth Fund - Class Y ................ 313,967
*Putnam Asset Allocation Fund -
Conservative Portfolio - Class Y ............................ 89,468
*Putnam Asset Allocation Fund -
Balanced Portfolio - Class Y ................................ 77,565
*Putnam Asset Allocation Fund -
Growth Portfolio - Class Y .................................. 66,548
*Managers Special Equity Fund ................................. 45,369
*CompX International Inc. Class A common stock ................ 157,617
*Loans to participants (with interest rates from
5.25% to 10.5%), mature through 2016 ........................ 615,624
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$12,613,840
* party in interest
EXHIBIT 1
CONSENT OF INDEPENDENT AUDITORS
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 June 6, 2003, relating to the financial statements and
supplementary schedule of the CompX Contributory Retirement Plan, which appears
in this Form 11-K.
PricewaterhouseCoopers LLP
Dallas, Texas
June 23, 2003
EXHIBIT 2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CompX International Inc. (the Company)
on Form 11-K for the year ending December 31, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the Report), the undersigned hereby
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ David A. Bowers
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David A. Bowers
Vice Chairman of the Board, President and Chief Executive Officer
(Chief Executive Officer)
June 23, 2003
/s/ Darryl R. Halbert
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Darryl R. Halbert
Vice President, Chief Financial Officer and Controller
June 23, 2003