-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D+qzlaUTWgGxL5LEuGQhQlOMw+BccC0Afdm/sB3uBdgMWpKikqButEGdUkwDJAZ1 UaRpiM49Z/I+hNEh9moIUA== /in/edgar/work/20000628/0001018848-00-000019/0001018848-00-000019.txt : 20000920 0001018848-00-000019.hdr.sgml : 20000920 ACCESSION NUMBER: 0001018848-00-000019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEEBLER FOODS CO CENTRAL INDEX KEY: 0001018848 STANDARD INDUSTRIAL CLASSIFICATION: [2052 ] IRS NUMBER: 363839556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13705 FILM NUMBER: 662575 BUSINESS ADDRESS: STREET 1: 677 LARCH AVE CITY: ELMHURST STATE: IL ZIP: 60126 BUSINESS PHONE: 6308332900 MAIL ADDRESS: STREET 1: 677 LARCH AVE CITY: ELMHURST STATE: IL ZIP: 60126 FORMER COMPANY: FORMER CONFORMED NAME: KEEBLER CORP DATE OF NAME CHANGE: 19960715 11-K 1 0001.txt KEEBLER COMPANY SALARIED SAVINGS PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 11-K (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR | | TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: NO. 001-13705 -------------------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: KEEBLER COMPANY SALARIED SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Keebler Company 677 Larch Avenue Elmhurst, IL 60126 KEEBLER COMPANY SALARIED SAVINGS PLAN TABLE OF CONTENTS PAGE(S) ------- Report of Independent Accountants..................................... 1 Financial Statements: Statement of Net Assets Available for Benefits as of December 31, 1999 and 1998........................ 2 Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998.......... 3 Notes to Financial Statements................................ 4-8 Supplemental Schedule: Schedule of Assets Held for Investment Purposes as of December 31, 1999.................................. 9 Signatures............................................................ 10 Exhibit: 23 Consent of Independent Accountants Note: Supplemental schedules required by the Employee Retirement Income Security Act of 1974 that have not been included herein are not applicable to the Keebler Company Salaried Savings Plan. REPORT OF INDEPENDENT ACCOUNTANTS To the Retirement Committee of Keebler Company Salaried Savings 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 the Keebler Company Salaried Savings Plan (the "Plan") as of December 31, 1999 and 1998 and the changes in net assets available for benefits for the years ended December 31, 1999 and 1998, in conformity with accounting principles generally accepted in the United States. 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 financial statements in accordance with auditing standards generally accepted in the United States which require that we plan and perform the audits 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 audit of the Plan's financial statements as of and for the year ended December 31, 1999 was made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of Schedule of Assets Held for Investment Purposes at December 31, 1999 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 Security Act of 1974. The supplemental schedule has been subjected to the procedures applied in the audit of the basic financial statements as of and for the year ended December 31, 1999, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICEWATERHOUSECOOPERS LLP Chicago, Illinois June 23, 2000
KEEBLER COMPANY SALARIED SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1999 AND 1998 1999 1998 ----------------- ----------------- ASSETS: Investments: Insurance Company general account $ 75,570,436 $ 59,796,126 Pooled separate accounts 90,080,950 58,720,546 United Biscuits Holdings plc common stock 148,822 103,899 Keebler Foods Company common stock 1,254,170 - Participants loans 3,194,303 2,497,119 ----------------- ----------------- Total investments 170,248,681 121,117,690 ----------------- ----------------- Receivables: Employer contribution receivable 4,878,291 3,572,931 Employee contribution and loan repayment receivable 448,613 44,912 Receivable from President Baking Co., Inc. 401(k) Plan (Note 1) - 20,275,345 ----------------- ----------------- Total receivables 5,326,904 23,893,188 ----------------- ----------------- ----------------- ----------------- Net assets available for benefits $ 175,575,585 $ 145,010,878 ================= ================= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2
KEEBLER COMPANY SALARIED SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 1999 1998 ---------------- ---------------- ADDITIONS: Additions to net assets attributed to: Contributions: Employee $ 14,448,418 $ 10,636,589 Employer 4,878,291 3,572,938 Rollover balance transfers 1,082,125 992,807 ---------------- ---------------- Net contributions 20,408,834 15,202,334 Investment income: Interest 4,406,576 3,695,031 Dividends 4,097 6,548 Net appreciation in investments 15,355,419 11,297,236 ---------------- ---------------- Net investment income 19,766,092 14,998,815 ---------------- ---------------- Total additions 40,174,926 30,201,149 ---------------- ---------------- OTHER (DECREASES) INCREASES: Fund transfers - (4,160) Benefit payments to participants (9,610,219) (9,926,401) Receivable from President Baking Co. Co., Inc. 401(k) Plan (Note 1) - 20,275,345 ---------------- ---------------- Net other (decreases) increases (9,610,219) 10,344,784 ---------------- ---------------- Net increase 30,564,707 40,545,933 ---------------- ---------------- Net assets available for benefits: Beginning of year 145,010,878 104,464,945 ---------------- ---------------- End of year $ 175,575,585 $ 145,010,878 ================ ================ THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3
KEEBLER COMPANY SALARIED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The following brief description of the Keebler Company Salaried Savings Plan (the "Plan") is provided for general information only. Participants should refer to the Plan agreement for more complete information. GENERAL The Plan, which became effective January 1, 1984, is a defined contribution plan offered to eligible employees of Keebler Foods Company ("Keebler"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective December 31, 1998, the President Baking Company, Inc. 401(k) Plan merged into the Plan, and was terminated. The Plan has assumed all assets, liabilities and obligations of the President Baking Company, Inc. 401(k) Plan. Accordingly, the statement of net assets available for benefits and statement of changes in net assets available for benefits reflect the transfer of net assets of $20,275,345, which occurred in April 1999. PARTICIPATION AND CONTRIBUTION All full-time and regular part-time employees are immediately eligible to participate in the Plan, with the exception of employees covered by a collective bargaining agreement, store merchandisers and other temporary employees. Eligible employees who elect to participate in the Plan may have Keebler make before-tax contributions on their behalf in increments of 1% to 15% of the participant's compensation. Before-tax contributions are limited by the applicable laws under ERISA. Eligible employees may also contribute an additional 1% to 10% of compensation on an after-tax basis. Keebler makes contributions ranging from zero to fifty cents, depending on company performance, for every before-tax dollar contributed by the employee, up to 6% of the employees' eligible pay. VESTING Participants are 100% vested in employee contributions and any earnings thereon immediately upon entering the Plan. Participants are vested in employer contributions in 20% increments each year of service, beginning with the first year of service. PAYMENT OF BENEFIT A participant is eligible to receive a distribution in the form of a single lump-sum cash payment, an annuity or a combination of the above upon reaching normal retirement age, or his or her termination as defined in the Plan. If the participant dies before a distribution is made then his or her vested balance shall be distributed in accordance with the participants' specifications. An employee may also apply for a hardship withdrawal as defined in the Plan. A participant may also receive 100% of his or her vested balance upon retirement due to disability. 4 KEEBLER COMPANY SALARIED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 1. PLAN DESCRIPTION (CONTINUED) PARTICIPANT LOANS A participant may borrow an amount no less than $1,000 and not to exceed $50,000, less any loan amounts repaid in the previous twelve months or, 50% of his or her vested account balance. Each loan must be evidenced by a participant collateral promissory note. Each loan bears a fixed interest rate determined on a case by case basis given the prevailing prime interest rate at the time of the loan application. The loan repayment period generally ranges between one and five years. Upon retirement or termination, any outstanding loan balance will be treated as a participant distribution. ADMINISTRATIVE EXPENSES The Plan is administered by a Retirement Committee appointed by Keebler's Board of Directors. All expenses incurred in the administration of the Plan are paid by Keebler with the exception of certain transaction fees charged on loans and withdrawals, which are paid by the participants. FUND INFORMATION Connecticut General Life Insurance Company ("CIGNA") serves as the trustee and record keeper of the Plan. Under the terms of the Plan agreement, CIGNA invests contributions in fifteen investment accounts in proportions specified by participants. Participants should refer to the Plan agreement for descriptions of investment options. Investment in the United Biscuits Holdings plc Common Stock fund and United Biscuit (Holdings) contains investments in the common stock of United Biscuits (Holdings), plc (former ultimate parent company of Keebler Foods Company). Investment in Keebler Foods Company Common Stock fund contains investments in Keebler's common stock. Deposits allocated to a specific fund are commingled with those of other participants and are invested in accordance with the policies of the specific fund. Realized and unrealized gains and losses, dividends, interest income and expenses are allocated to individual participants based on their proportionate interest in the fund. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared on the accrual basis in accordance with generally accepted accounting principles. REALIZED AND UNREALIZED GAINS AND LOSSES The Plan presents in the statement of changes in net assets available for benefits the net appreciation in investments, which consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments. 5 KEEBLER COMPANY SALARIED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RISKS AND UNCERTAINTIES The Plan provides for various investment options in several investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect the reported amount of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, the disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. 3. INVESTMENTS The Plan's investment in an insurance company general account (unallocated contract) is valued at contract value, which approximates fair value. The value represents contributions made to the fund, plus interest at the contract rate. The interest rate is determined in November for the upcoming Plan year. The annual yield and the crediting interest rate for the years ending December 31, 1999 and 1998 were 6.25% and 6.60%, respectively. The Plan's investment in the CIGNA Charter Large Company Stock Index Fund, Fidelity Growth Opportunities Account, Janus Worldwide account, American (Twentieth) Century Ultra Account, Fidelity Contrafund Account, Lazard Small Cap Account, CIGNA Lifetime 20 Fund, CIGNA Lifetime 30 Fund, CIGNA Lifetime 40 Fund, CIGNA Lifetime 50 Fund, CIGNA Lifetime 60 Fund and Fidelity Advisor Balanced Account are valued based on the fair value of the underlying assets in CIGNA's related pooled separate accounts. Fair value of the underlying assets is based upon quoted market prices as of the last business day of the year. The Plan also invests in United Biscuits (Holdings), PLC common stock and Keebler Foods Company common stock, which are valued based upon the closing market price of the respective common stocks as of the last business day of the year. 6 KEEBLER COMPANY SALARIED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 3. INVESTMENTS (CONTINUED) Investments at fair market value are summarized as follows:
1999 1998 ------------------ ----------------- CIGNA Charter Guaranteed Long-Term Fund (cost equals fair market value) $ 75,570,436 * $ 59,796,126 * CIGNA Charter Large Company Stock Index Fund (cost $16,217,173 and $12,988,660, respectively) 24,049,691 * 18,440,529 * Fidelity Growth Opportunities Account (cost $16,670,055 and $10,883,916, respectively) 21,586,313 * 16,535,620 * Janus Worldwide Account (cost $10,200,259 and $5,021,638, respectively) 15,171,131 * 5,385,170 American (Twentieth) Century Ultra Account (cost $9,063,539 and $5,009,408, respectively) 12,562,827 * 5,800,026 * Fidelity Contrafund Account (cost $4,270,826 and $2,708,119, respectively) 5,571,617 3,185,197 Lazard Small Cap Account (cost $1,801,327 and $1,645,406, respectively) 1,665,727 1,380,903 CIGNA Lifetime 20 Fund (cost $813,441 and $507,410, respectively) 984,689 533,184 CIGNA Lifetime 30 Fund (cost $1,076,840 and $914,335, respectively) 1,322,269 964,783 CIGNA Lifetime 40 Fund (cost $2,241,571 and $2,375,329, respectively) 2,760,657 2,519,962 CIGNA Lifetime 50 Fund (cost $1,177,201 and $1,232,399, respectively) 1,382,700 1,306,601 CIGNA Lifetime 60 Fund (cost $886,979 and $900,223, respectively) 1,003,996 961,321 Fidelity Advisor Balanced Account (cost $1,891,652 and $1,607,879, respectively) 2,019,333 1,707,250 United Biscuits (Holdings), plc Common Stock (cost $140,041 and $113,053, respectively) 148,822 103,899 Keebler Foods Company Common Stock (cost $1,280,762) 1,254,170 - Participant Loans (interest rate 6% to 12%) 3,194,303 2,497,119 ---------------- ---------------- $ 170,248,681 $ 121,117,690 ================ ================ * Represents 5% or more of the Plan's net assets.
7 KEEBLER COMPANY SALARIED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 3. INVESTMENTS (CONTINUED) During 1999 and 1998, the Plan's investments in pooled separate accounts and common stock appreciated (depreciated) in value as follows:
1999 1998 --------------- --------------- Pooled separate accounts $ 15,382,310 $ 11,293,775 United Biscuits (Holdings), plc common stock 12,023 (10,108) United Biscuits (Holdings) common stock - 13,569 Keebler Foods Company common stock (38,914) - --------------- --------------- Net appreciation in fair value $ 15,355,419 $ 11,297,236 =============== ===============
4. TAX STATUS The Plan is intended to be qualified under section 401(a) of the Internal Revenue Code of 1986 (the "Code") and is intended to be exempt from taxation under section 501(a) of the Code. The Plan relies on a favorable opinion letter issued by the IRS dated April 21, 1998. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and the related trust was tax-exempt as of the financial statement date. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. PLAN TERMINATION Keebler has the right to terminate the Plan subject to the provisions of ERISA at any time, although it has expressed no intention to do so. Upon termination of the Plan, participants become fully vested in their accounts and are entitled to a distribution from the Plan. 6. RELATED PARTY TRANSACTIONS Certain plan investments represent pooled separate accounts and an insurance company general account managed by CIGNA. CIGNA is the trustee and record keeper, as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. In addition, plan investments include loan balances due from participants; thus, these transactions qualify as party-in-interest transactions. 8 SUPPLEMENTAL SCHEDULE KEEBLER COMPANY SALARIED SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
Historical Market Identity of Issuer Description of Investment Cost Value - -------------------------------------------------- -------------------------------- -------------- -------------- Connecticut General Life Insurance Company: * CIGNA Charter Guaranteed Long-Term Fund Insurance Company General Account $ 75,570,436 $ 75,570,436 CIGNA Charter Large Company Stock Index Fund Pooled Separate Account 16,217,173 24,049,691 Fidelity Growth Opportunities Account Pooled Separate Account 16,670,055 21,586,313 Janus Worldwide Account Pooled Separate Account 10,200,259 15,171,131 American (Twentieth) Century Ultra Account Pooled Separate Account 9,063,539 12,562,827 Fidelity Contrafund Account Pooled Separate Account 4,270,826 5,571,617 Lazard Small Cap Account Pooled Separate Account 1,801,327 1,665,727 * CIGNA Lifetime 20 Fund Pooled Separate Account 813,441 984,689 * CIGNA Lifetime 30 Fund Pooled Separate Account 1,076,840 1,322,269 * CIGNA Lifetime 40 Fund Pooled Separate Account 2,241,571 2,760,657 * CIGNA Lifetime 50 Fund Pooled Separate Account 1,177,201 1,382,700 * CIGNA Lifetime 60 Fund Pooled Separate Account 886,979 1,003,996 Fidelity Advisor Balanced Account Pooled Separate Account 1,891,652 2,019,333 United Biscuits (Holdings), PLC Stock Common Stock 140,041 148,822 Keebler Foods Company Common Stock Common Stock 1,280,762 1,254,170 * Participant Loans Interest rates from 6%-12% - 3,194,303 -------------- -------------- $ 143,302,102 $ 170,248,681 ============== ============== * Party-in-interest 9
SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. KEEBLER COMPANY SALARIED SAVINGS PLAN (Name of Plan) /s/ JAMES T. SPEAR ------------------------------------------------------ James T. Spear Vice President Finance and Corporate Controller (Principal Accounting Officer) Date: June 28, 2000 /s/ ALAN T. GAMBREL ------------------------------------------------------ Alan T. Gambrel Vice President Human Resources Date: June 28, 2000 EX-23 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Keebler Foods Company registration statement on Form S-8 (File No. 333-81873) of our report dated June 23, 2000, on our audits of the financial statements and supplemental schedule of the Keebler Company Salaried Savings Plan as of December 31, 1999 and 1998 and for the years ended December 31, 1999 and 1998, which is included in this annual report on Form 11-K. PRICEWATERHOUSECOOPERS LLP Chicago, Illinois June 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----