SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405/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, 2000
Commission file number 1-13905
COMPX INTERNATIONAL INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 57-0981653
------------------------------- --------------------
(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 2, 2001, 5,117,280, 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 $50.0 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, 2000 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, 2000 (filed as an
amendment to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000).
Exhibit No. 99.2, Annual Report of The 401(k) Plan of the Fort Lock
Corporation (Form 11-K) for the year ended December 31, 2000 (filed as
an amendment to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000).
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.
-----------------------------
(Registrant)
Dated: June 26, 2001 By: /s/ Stuart M. Bitting
------------------------------
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, 2000
Commission file number 1-13905
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
COMPX CONTRIBUTORY RETIREMENT PLAN
INDEX
Page
Signature Page 2
Financial Statements and Supplemental Schedules
with Report of Independent Accountants 3 - 9
Exhibit I - Consent of Independent Accountants
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/ Stuart M. Bitting
------------------------------------
Stuart M. Bitting
Committee Member
June 26, 2001
COMPX CONTRIBUTORY RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
December 31, 2000
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, 1999 and 2000 3
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2000 4
Notes to Financial Statements 5-8
Supplemental Schedule
Schedule H, line 4i - Schedule of Assets Held for
Investment Purposes - December 31, 2000 9
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, 1999 and 2000
and the changes in net assets available for benefits for the year ended December
31, 2000 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 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 schedule of 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. 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
June 19, 2001
COMPX CONTRIBUTORY RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 2000
1999 2000
---- ----
Assets:
Investments at fair value .................... $13,624,943 $13,754,694
Contributions receivable:
Employer ................................... 377,261 666,730
Participant ................................ 4,639 41,469
----------- -----------
Net assets available for benefits ........ $14,006,843 $14,462,893
=========== ===========
COMPX CONTRIBUTORY RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2000
Additions:
Investment income:
Net depreciation in fair value
of investments ........................................... $ (2,559,305)
Interest and dividends .................................... 1,462,947
------------
(1,096,358)
Contributions:
Employer .................................................. 423,863
Participants .............................................. 636,484
------------
1,060,347
Total additions ......................................... (36,011)
------------
Deductions:
Benefits to participants .................................... 2,064,118
Administrative expenses ..................................... 1,027
------------
Total deductions ........................................ 2,065,145
------------
Net decrease in net assets available for benefits ............. (2,101,156)
Transfers from The 401(K) Plan of the Fort Lock Corporation ... 2,557,206
Net assets available for benefits:
Beginning of year ........................................... 14,006,843
------------
End of year ................................................. $ 14,462,893
============
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. (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 68%-owned subsidiary of Valhi, Inc. Valhi is a 93%-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.
On December 31, 2000, the Plan was merged with The 401(K) Plan of the Fort
Lock Corporation. At this date, all of the assets of The 401(K) Plan of the Fort
Lock Corporation 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 2000 (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, 1999 and 2000,
unallocated forfeited nonvested accounts were $12,601 and $18,627 respectively.
For the year ended December 31, 1999 there were no forfeitures allocated to
participant accounts. For the year ended December 31, 2000 $20,615 of
forfeitures were allocated to participant accounts.
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.
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:
Putnam Voyager Fund - Aggressively 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.
Putnam Global Growth Fund - Seeks capital appreciation. Invests
primarily in U.S. and non - U.S. common stocks.
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.
Putnam High Yield Advantage Fund - Seeks high current income. Invests
primarily in high-yielding, lower-rated fixed income securities.
Putnam Diversified Income Fund - Seeks high current income consistent
with preservation of capital. Invests primarily in U.S. government,
high-yield and international fixed income securities.
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. common stock.
The above fund descriptions provide only general information. Participants
should refer to the Prospectus of each fund for a more complete description.
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
7.0% to 10.5% and mature through 2009.
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.
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.
Risk 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 2000 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, and is therefore exempt from federal income taxes under provisions
of Section 501(a) of the Code.
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 or pooled funds
administered by Putnam Investments and CompX International, Inc. 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,
1999 2000
---- ----
Putnam Voyager Fund .......................... $4,474,486 $ --
Putnam Vista Fund ............................ $3,305,917 $ --
Putnam Stable Value Fund
(pooled fund) ............................... $2,466,267 $2,719,778
Putnam Diversified Income Fund ............... $ 777,536 $ --
Putnam Voyager Fund (class Y shares) ......... $ -- $3,831,317
Putnam Vista Fund (class Y shares) ........... $ -- $3,327,830
COMPX CONTRIBUTORY RETIREMENT PLAN
SCHEDULE H, line 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2000
Fair
value
*Putnam Funds:
Voyager Fund - Class Y ....................................... $ 3,831,317
Vista Fund - Class Y ......................................... 3,327,830
Stable Value Fund (Common/Collective Trust) .................. 2,719,778
Diversified Income Fund - Class Y ............................ 716,646
George Putnam Fund of Boston - Class Y ....................... 564,989
OTC and Emerging Growth Fund - Class Y ....................... 501,423
Global Growth Fund - Class Y ................................. 433,090
S&P 500 Index Fund (Common/Collective Trust) ................. 401,758
Equity Income Fund - Class Y ................................. 268,185
International Growth Fund - Class Y .......................... 114,578
Asset Allocation Fund - Growth Portfolio - Class Y ........... 34,492
Asset Allocation Fund - Conservative Portfolio -
Class Y ..................................................... 32,469
High Yield Advantage Fund - Class Y .......................... 16,704
Asset Allocation Fund - Balanced Portfolio -
Class Y ..................................................... 16,384
*CompX International Inc. common stock ...... 114,113
*Loans to participants (with interest rates from
7% to 10.5%), mature through 2009 ............................ 660,938
-----------
$13,754,694
===========
* 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 June 19, 2001, 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 26, 2001
Exhibit 99.2
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, 2000
Commission file number 1-13905
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THE 401(K) PLAN OF THE FORT LOCK CORPORATION
3000 North River Road
River Grove, Illinois 60171
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
THE 401(K) PLAN OF THE FORT LOCK CORPORATION
INDEX
Page
Signature Page 2
Financial Statements with Report of Independent Accountants 3 - 8
Exhibit I - Consent of Independent Accountants
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.
THE 401(K) PLAN OF THE FORT LOCK CORPORATION
By: ADMINISTRATIVE COMMITTEE OF
THE 401(K) PLAN OF THE FORT LOCK CORPORATION
By: /s/ Stuart M. Bitting
-------------------------------------
Stuart M. Bitting
Committee Member
June 26, 2001
THE 401(K) PLAN OF THE
FORT LOCK CORPORATION
FINANCIAL STATEMENTS
December 31, 2000
with
REPORT OF INDEPENDENT ACCOUNTANTS
THE 401(K) PLAN OF THE FORT LOCK CORPORATION
Index of Financial Statements
Page
Report of Independent Accountants 2
Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 1999 and 2000 3
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2000 4
Notes to Financial Statements 5-8
Report of Independent Accountants
To the Administrative Committee of
The 401(K) Plan of the Fort Lock Corporation
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 401(K) Plan of the Fort Lock Corporation (the "Plan") at December 31,
1999 and 2000 and the changes in net assets available for benefits for the year
ended December 31, 2000 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 the opinion expressed
above.
PricewaterhouseCoopers LLP
June 19, 2001
THE 401(K) PLAN OF THE FORT LOCK CORPORATION
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 2000
1999 2000
---- ----
Assets:
Investments at fair value ........................ $2,019,618 $--
Contribution receivable -
employer ........................................ 245,606 --
---------- ----
Net assets available for benefits .............. $2,265,224 $--
========== ====
THE 401(K) PLAN OF THE FORT LOCK CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2000
Additions:
Investment income:
Net depreciation in fair value
of investments ......................................... $ (487,712)
Interest and dividends .................................. 178,130
-----------
(309,582)
Contributions:
Employer ................................................ 242,867
Participants ............................................ 481,605
-----------
724,472
Total additions ....................................... 414,890
Deductions:
Benefits to participants .................................. 122,343
Administrative expenses ................................... 565
-----------
Total deductions ...................................... 122,908
-----------
Net increase in net assets available for benefits ........... 291,982
Transfers to CompX Contributory Retirement Plan ............. (2,557,206)
Net assets available for benefits:
Beginning of year ......................................... 2,265,224
-----------
End of year ............................................... $ --
===========
THE 401(K) PLAN OF THE FORT LOCK CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan and significant accounting policies:
General. The following description of The 401(K) Plan of the Fort Lock
Corporation (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 Fort Lock Corporation (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 100% wholly-owned subsidiary of CompX International Inc.,
which is a 68%-owned subsidiary of Valhi, Inc. Valhi is a 93%-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.
On December 31, 2000, the Plan was merged with the CompX Contributory
Retirement Plan and the Plan's assets were transferred to the CompX Contributory
Retirement Plan. The individual accounts of all Plan participants were
transferred at this date with all salary deferrals and vesting substantially
carried over into the CompX Contributory Retirement 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 2000 (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. Prior to February
1, 1999, the Plan provided for a discretionary Employer match that was
determined by the Company prior to the beginning of the Plan year and could not
exceed 1.25% of compensation (as defined in the Plan). 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, 1999 and 2000,
unallocated forfeited nonvested accounts were $5,126 and nil respectively. For
the years ended December 31, 1999 and 2000 there were no forfeitures allocated
to participant accounts.
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.
Participants' accounts. Prior to February 25, 1999, participants could
direct the Plan administrator to invest, in 5% increments (minimum 10%
investment), their account balances in pooled funds administered by
Massachusetts Mutual Life Insurance Company ("MassMutual"). Balances in the
MassMutual funds were liquidated on February 25, 2000 and transferred to the
Putnam funds described below. The MassMutual investment options were:
Balanced Fund. Money invested in common stocks, publicly-traded bonds and
cash. The percentage invested in these assets will very according to market
conditions to enhance returns and minimize risk.
Core Equity Fund. Money invested mostly in common stocks.
Guaranteed Interest Fund. Money invested in MassMutual's general portfolio.
This money will receive a rate of interest set by MassMutual at the start of the
year.
Small Company Fund. Money invested mostly in common stocks of corporations
with small market capitalization.
Effective February 1, 1999 participants could no longer invest in the above
four options, but could 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 beginning February 1, 1999:
Putnam Voyager Fund - Aggressively 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.
Putnam Global Growth Fund - Seeks capital appreciation. Invests
primarily in U.S. and non - U.S. common stocks.
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.
Putnam High Yield Advantage Fund - Seeks high current income. Invests
primarily in high-yielding, lower-rated fixed income securities.
Putnam Diversified Income Fund - Seeks high current income consistent
with preservation of capital. Invests primarily in U.S. government,
high-yield and international fixed income securities.
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.
Putnam International Growth Fund - Seeks capital appreciation. Invests
in growth and value stocks outside of the United States.
Equity Income Fund - Seeks to provide current income by investing
primarily in Diversified Portfolio of income - producing equity
securities.
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. common stock.
The above fund descriptions provide only general information.
Participants should refer to the Prospectus of each fund for a more
complete description.
In addition to the Putnam Funds or MassMutual funds prior to February
25, 1999, a "Loan Fund" was 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 8.75% to 10.5% and mature through 2006.
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. 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.
Risk 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 2000 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 and
restated (effective February 1, 1999) since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and is
currently being operated in compliance with applicable requirements of the Code.
Note 2 - Investments:
General. The assets of the Plan were held and the related investment
transactions were executed by MassMutual until February 1999. Starting in
February 1999 the assets of the plan were transferred to Putnam Fiduciary Trust
Company as trustee (the "Trustee") of the Fort Lock Corporation Master 401(k)
Plan Trust (the "Trust"). The related transactions are now executed by Putnam
Fiduciary Trust Company. The Trust invests in publicly-traded registered
investment companies or pooled funds administered by Putnam Investments and
CompX International, Inc. 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,
1999 2000
---- ----
Putnam Stable Value Fund (pooled fund) .............. $574,578 $--
Putnam S&P 500 Index Fund
(pooled fund) ...................................... $292,234 $--
Putnam Equity Income Fund ........................... $304,659 $--
Putnam OTC and Emerging
Growth Fund ........................................ $385,783 $--
Putnam Voyager Fund ................................. $175,318 $--
Putnam The George Putnam
Fund of Boston ..................................... $115,888 $--
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-74821) of CompX International Inc. of our
report dated June 19, 2001, relating to the financial statements of The 401(K)
Plan of the Fort Lock Corporation, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Dallas, Texas
June 26, 2001