-----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, H2K0/wTBlfKHTfMNYCveKPk3ZVy3FyZhcLmgCI+qpQvIT1kqO6dvLeeJ9cM8+v5m qsuhVkTgBh9bgcWZRxPnug== 0000014693-01-500016.txt : 20010627 0000014693-01-500016.hdr.sgml : 20010627 ACCESSION NUMBER: 0000014693-01-500016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN FORMAN CORP CENTRAL INDEX KEY: 0000014693 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 610143150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 002-26821 FILM NUMBER: 1667042 BUSINESS ADDRESS: STREET 1: 850 DIXIE HWY CITY: LOUISVILLE STATE: KY ZIP: 40210 BUSINESS PHONE: 5025851100 MAIL ADDRESS: STREET 1: P O BOX 1080 CITY: LOUISVILLE STATE: KY ZIP: 40201 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN INC DATE OF NAME CHANGE: 19870816 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERS CORP DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERY CO DATE OF NAME CHANGE: 19670730 11-K 1 lenoxsav_00.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-123 A. Full Title of Plan: Lenox, Incorporated Employee Savings and Investment Plan B. Name of Issuer of the Securities held Pursuant to the Plan and the Address of its Principal Executive Office: Brown-Forman Corporation 850 Dixie Highway Louisville, Kentucky 40210 INDEX Pages Report of Independent Accountants 2 Financial Statements: Statement of Net Assets Available for Benefits, December 31, 2000 and 1999 3 Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 2000 and 1999 4 Notes to Financial Statements 5-9 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at End of Year, December 31, 2000 10 Schedule of Reportable Transactions for the Year Ended December 31, 2000 11 Signatures 12 Consent of Independent Accountants 13 Report of Independent Accountants To the Employee Benefits Committee Brown-Forman Corporation Lenox, Incorporated Employee Savings and Investment Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Lenox, Incorporated Employee Savings and Investment Plan (the Plan) at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended, 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 assets held for investment purposes at end of year and of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP May 3, 2001 2 Lenox, Incorporated Employee Savings and Investment Plan Statements of Net Assets Available for Benefits December 31, 2000 and 1999 2000 1999 ---------------------------------------------- --------------------------------------------- Participant Nonparticipant Participant Nonparticipant Directed Directed Total Directed Directed Total ----------- -------------- ----------- ----------- -------------- ----------- Investments, at fair value: Mutual funds $45,007,159 -- $45,007,159 $49,975,733 -- $49,975,733 Investment contract and money market portfolios 14,741,934 -- 14,741,934 15,978,814 -- 15,978,814 Brown-Forman Corporation Class B common stock 554,326 $ 637,758 1,192,084 573,087 $ 643,933 1,217,020 Loans to participants 2,232,136 -- 2,232,136 2,140,290 -- 2,140,290 ----------- -------------- ----------- ----------- -------------- ----------- 62,535,555 637,758 63,173,313 68,667,924 643,933 69,311,857 Employers' contributions receivable 876,544 -- 876,544 434,392 -- 434,392 Employees' contributions receivable 263,665 -- 263,665 269,041 -- 269,041 ----------- -------------- ----------- ----------- -------------- ----------- Net assets available for benefits $63,675,764 $ 637,758 $64,313,522 $69,371,357 $ 643,933 $70,015,290 =========== ============== =========== =========== ============== ===========
The accompanying notes are an integral part of the financial statements. 3 Lenox, Incorporated Employee Savings and Investment Plan Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 2000 and 1999 2000 1999 ---------------------------------------------- --------------------------------------------- Participant Nonparticipant Participant Nonparticipant Directed Directed Total Directed Directed Total ----------- -------------- ----------- ----------- -------------- ----------- Additions: Contributions: Employer $ 1,926,319 -- $ 1,926,319 $ 1,870,735 -- $ 1,870,735 Employee 4,152,435 -- 4,152,435 4,095,005 -- 4,095,005 ----------- -------------- ----------- ----------- ------------- ----------- 6,078,754 -- 6,078,754 5,965,740 -- 5,965,740 Interest income 1,016,985 -- 1,016,985 1,022,714 -- 1,022,714 Dividend income 373,320 $ 12,381 385,701 381,156 $ 13,981 395,137 Net appreciation in fair value -- 77,326 77,326 10,633,087 -- 10,633,087 Net transfers from Lenox, Incorporated Retail Savings and Investment Plan -- -- -- 4,474 -- 4,474 ----------- -------------- ----------- ----------- -------------- ----------- Total additions 7,469,059 89,707 7,558,766 18,007,171 13,981 18,021,152 ----------- -------------- ----------- ----------- -------------- ----------- Deductions: Withdrawals by particpants 8,250,153 95,882 8,346,035 4,807,474 86,223 4,893,697 Net depreciation in fair value 4,806,441 -- 4,806,441 -- 235,790 235,790 Net transfers to Brown-Forman Corporation Savings Plan 104,677 -- 104,677 411,194 -- 411,194 Net transfers to Hartmann Employee Savings and Investment Plan -- -- -- 38,601 -- 38,601 Net transfers to Lenox, Incorporated Retail Savings and Investment Plan 3,381 -- 3,381 -- -- -- ----------- -------------- ----------- ----------- -------------- ----------- Total deductions 13,164,652 95,882 13,260,534 5,257,269 322,013 5,579,282 ----------- -------------- ----------- ----------- -------------- ----------- Net increase (decrease) (5,695,593) (6,175) (5,701,768) 12,749,902 (308,032) 12,441,870 Net assets available for benefits: Beginning of year 69,371,357 643,933 70,015,290 56,621,455 951,965 57,573,420 ----------- -------------- ----------- ----------- -------------- ----------- End of year $63,675,764 $637,758 $64,313,522 $69,371,357 $643,933 $70,015,290 =========== ============== =========== =========== ============== ===========
The accompanying notes are an integral part of the financial statements. 4 Lenox, Incorporated Employee Savings and Investment Plan Notes to Financial Statements 1. Description of Plan: The sponsor of the Lenox, Incorporated Employee Savings and Investment Plan (the Plan), Brown-Forman Corporation (the Sponsor), is a diversified producer and marketer of fine quality consumer products in domestic and international markets. The Sponsor's operations include the production, importing, and marketing of wines and distilled spirits and the manufacture and sale of luggage and, through the Lenox, Incorporated division, the manufacture and sale of china, crystal and silver. The following brief description of the Plan is provided for general information purposes only. Participants should refer to the plan agreement for more complete information. a. General: The Plan is a defined contribution plan covering substantially all salaried employees of Lenox, Incorporated (the Company) and salaried and nonunion hourly employees of the Company's subsidiaries who are not members of a collective bargaining unit nor eligible to participate in the Lenox, Incorporated Retail Savings and Investment Plan. An employee becomes eligible to participate in the Plan after completion of one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). b. Contributions: Employees may contribute to the Plan an amount of not less than 2% nor more than 15% of their annual compensation, not to exceed the Section 402(g) (of the Internal Revenue Code of 1986) limitation in effect for the calendar year, currently $10,500 ($10,000 in 1999). New employees may transfer assets from their former employers' qualified plans to the Plan, but cannot make any further contributions until they meet the eligibility requirements to participate in the Plan. The Company's matching contribution is equal to 75% of the participant's elective deferral for the first 5% of the participant's annual compensation. Each participant's account is credited with the participant's contribution and an allocation of (i) the Company's matching contribution on a quarterly basis, and (ii) plan earnings on a daily basis. Allocations are based on the participants' contributions and compensation as defined in the Plan. The total annual contributions, as defined by the Plan, credited to a participant's account in a plan year may not exceed the lesser of (i) $30,000, or (ii) 25% of the participant's compensation in the plan year. Additional maximum limits exist if the employee participates in a qualified defined benefit plan maintained by the Company. Forfeited balances of terminated participants' nonvested accounts are used first to reinstate previously forfeited account balances of re-employed participants, if any, and the remaining amounts are used to reduce future company contributions. The forfeited balances totaled $33,187 and $30,802 for 2000 and 1999, respectively. 5 Participants can allocate contributions among various investment options in 1% increments. The Plan currently offers ten mutual funds, one investment contract portfolio, and the Brown-Forman Corporation Class B common stock fund as investment options to participants. c. Paysop Fund: This nonparticipant directed fund consists of company contributions of Class B nonvoting common stock of Brown-Forman Corporation. Contributions for any plan year were limited to one-half of one percent of the annual compensation of all employees covered by the Plan; however, the Company is no longer contributing to this fund. This fund will be eliminated when all stock allocated to participants is withdrawn. d. Vesting: Participants are immediately vested in their employee contributions plus actual earnings thereon. Vesting in the Company's contribution is 25% per year of continuous service with the Company. Participants will become 100% vested in their company contributions account in case of death, normal retirement, or total and permanent disability. e. Withdrawals: Upon termination of service, a participant can elect to transfer his vested interest in the participant directed portion of the Plan to the qualified plan of his new employer, roll over his funds into an Individual Retirement Account, or receive his vested interest in the Plan in a lump-sum amount or in the form of installment payments over a period of time not to exceed his life expectancy. If the vested account balance is less than $5,000, a lump-sum distribution will be made. In the event of death, the participant's beneficiary will receive the vested interest in a lump-sum payment. Upon approval of the Employee Benefits Committee, a participant may also withdraw vested interest of the participant directed funds in the case of financial hardship under guidelines promulgated by the Internal Revenue Service. The distribution to a terminated participant is based on the market value of his vested interest in the Plan on the valuation date available immediately preceding the date of the benefit payment. Withdrawals of the Paysop Fund benefits can be made in cash or a single payment of the related common stock. If payment in common stock is elected, fractional shares are paid in cash. In addition, a participant may request permission from the plan administrator to borrow a portion of such participant's vested accrued benefit under the Plan. Loans must bear a reasonable rate of interest, be collateralized, and be repaid within five years. Participants do not share in the earnings from the Plan's investments to the extent of any outstanding loans, except that the interest paid on such loans is allocated directly to the participant's account. 6 2. Summary of Significant Accounting Policies: a. Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Withdrawals by participants are recorded when paid. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex- dividend date. b. Valuation of Investments: Investment contract and money market portfolios are valued at cost which approximates fair value. Investments in securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the period. Mutual funds are valued at their net asset value per share as quoted by the National Association of Securities Dealers. Participant loans are valued at cost which approximates fair value. The Brown-Forman Corporation Stock Fund is comprised of Brown-Forman Corporation Class B shares, which are valued at the quoted closing market price. The Plan presents in the accompanying statements of changes in net assets available for benefits the net appreciation or depreciation in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments. c. Management Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting periods. Actual results could differ from those estimates. 7 3. Investments: The Plan's investments are held by a custodian trust company. The following table presents the fair value of investments. Investments that represent 5% or more of the Plan's net assets are separately identified. December 31 -------------------------------------------------------------- 2000 1999 ---------------------------- ---------------------------- Number of Number of Shares, Units Shares, Units or Principal or Principal Amount Fair Value Amount Fair Value ------------- ---------- ------------- ---------- Mutual funds, investment contract portfolio and stock fund: Janus Worldwide Fund 104,470 $ 5,940,137 93,085 $ 7,114,484 Fidelity Magellan Fund 149,425 17,826,382 161,317 22,040,789 Fidelity Equity-Income Fund 168,072 8,980,063 189,070 10,111,480 Fidelity Growth Company 75,375 5,384,062 55,430 4,672,780 Managed Income Portfolio 12,990,349 12,990,349 13,703,805 13,703,805 Brown-Forman Corporation Class B Common Stock Fund 50,349 554,326 60,199 573,087 Other investments 2,053,145 10,860,236 2,519,831 10,451,499 Common stock: Brown-Forman Corporation Class B common stock* 57,924 637,758 67,639 643,933 ---------- ---------- $63,173,313 $69,311,857 ========== ========== *Nonparticipant directed
During 2000 and 1999, the Plan's investments, including investments bought, sold, and held during the year, appreciated (depreciated) in value as follows: 2000 1999 ---------- ---------- Mutual funds $(4,937,641) $10,650,548 Brown-Forman Corporation Class B Common Stock Fund 131,200 (17,461) ---------- ---------- (4,806,441) 10,633,087 Brown-Forman Corporation Class B common stock 77,326 (235,790) ---------- ---------- $(4,729,115) $10,397,297 ========== ========== 8 4. Tax Status: The Internal Revenue Service has determined, and informed the Company by a letter dated May 20, 1996, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Company believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 5. Plan Termination: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. 6. Related Party Transactions: Certain administrative costs incurred by the Plan are paid by the Company. 9 Lenox, Incorporated Employee Savings and Investment Plan Plan #003 EIN #21-0498476 Schedule H, Line 4i -- Schedule of Assets Held for Investment Purposes at End of Year December 31, 2000 Description of Investment Including Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current Lessor or Similar Party Collateral, Par or Maturity Value Cost Value - ---------------------------- ----------------------------------- -------- ----------- PBHG Growth Fund Mutual fund, variable rate and maturity -- $ 1,788,827 Janus Enterprise Fund Mutual fund, variable rate and maturity -- 1,907,614 Janus Worldwide Fund Mutual fund, variable rate and maturity -- 5,940,137 PIMCO Total Return Fund Mutual fund, variable rate and maturity -- 706,496 Fidelity Magellan Fund* Mutual fund, variable rate and maturity -- 17,826,382 Fidelity Equity-Income Fund* Mutual fund, variable rate and maturity -- 8,980,063 Fidelity Growth Company Fund* Mutual fund, variable rate and maturity -- 5,384,062 Fidelity Asset Manager* Mutual fund, variable rate and maturity -- 2,294,312 Fidelity Retirement Money Money market portfolio, variable rate Market Portfolio* and maturity -- 1,751,585 Managed Income Portfolio* Investment contract portfolio, variable rate and maturity -- 12,990,349 Spartan U.S. Equity Index Fund* Mutual fund, variable rate and maturity -- 179,266 Brown-Forman Corporation* Class B common stock fund -- 554,326 Brown-Forman Corporation* Class B common stock $169,114 637,758 Participant loans* Loans, 8%-10% rates, variable maturity -- 2,232,136 ----------- $63,173,313 =========== *Party-in-interest to the Plan
10 Lenox, Incorporated Employee Savings and Investment Plan Plan #003 EIN #21-0498476 Schedule H, Line 4j -- Schedule of Reportable Transactions For the Year Ended December 31, 2000 Expense Current Value Purchase Selling Lease Incurred with Cost of of Asset on Net Gain Identity of Party Involved Description of Asset Price Price Rental Transaction Asset Transaction Date (Loss) - -------------------------- -------------------- -------- ------- ------ ------------- ------- ---------------- -------- No reportable transactions.
11 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Lenox, Incorporated Employee Savings and Investment Plan has duly caused this report to be signed by the undersigned thereunto duly authorized. LENOX, INCORPORATED EMPLOYEE SAVINGS AND INVESTMENT PLAN BY: /s/ Phoebe A. Wood Phoebe A. Wood Executive Vice President and Chief Financial Officer (On behalf of the Principal and as Principal Financial Officer) June 25, 2001 12 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-74567) of Brown-Forman Corporation of our report dated May 3, 2001 relating to the financial statements and supplemental schedules of the Lenox, Incorporated Employee Savings and Investment Plan as of and for the years ended December 31, 2000 and 1999 which appear in this Form 11-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Louisville, Kentucky June 25, 2001 13 -----END PRIVACY-ENHANCED MESSAGE-----