-----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, B17U/pmy4V79+wqF8ZBomS5ggcUPhpRLlagocg0shItpYXgW7znySLDkjko1pX9c Bx2qM8t9OO8q10CRYLUW/g== 0000014693-02-000009.txt : 20020627 0000014693-02-000009.hdr.sgml : 20020627 20020627171530 ACCESSION NUMBER: 0000014693-02-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020627 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: 1934 Act SEC FILE NUMBER: 002-26821 FILM NUMBER: 02689673 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 DISTILLERY CO DATE OF NAME CHANGE: 19670730 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERS CORP DATE OF NAME CHANGE: 19840807 11-K 1 hartsave_01.txt 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, 2001 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: Hartmann 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, 2001 and 2000 3 Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000 4 Notes to Financial Statements 5-9 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at End of Year, December 31, 2001 10 Schedule of Reportable Transactions for the Year Ended December 31, 2001 11 Signatures 12 Consent of Independent Accountants 13 Report of Independent Accountants To the Employee Benefits Committee Brown-Forman Corporation Hartmann 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 Hartmann Employee Savings and Investment Plan (the Plan) at December 31, 2001 and 2000, 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 2, 2002 2 Hartmann Employee Savings and Investment Plan Statements of Net Assets Available for Benefits December 31, 2001 and 2000 2001 2000 ---------------------------------------------- --------------------------------------------- Participant Nonparticipant Participant Nonparticipant Directed Directed Total Directed Directed Total ----------- -------------- ----------- ----------- -------------- ----------- Investments, at fair value: Mutual funds $ 3,784,273 -- $ 3,784,273 $ 4,718,619 -- $ 4,718,619 Investment contract and money market portfolios 2,851,773 -- 2,851,773 2,539,988 -- 2,539,988 Brown-Forman Corporation Class B common stock 13,865 $ 342,009 355,874 32,956 $ 377,902 410,858 Loans to participants 221,570 -- 221,570 289,757 -- 289,757 ----------- -------------- ----------- ----------- -------------- ----------- 6,871,481 342,009 7,213,490 7,581,320 377,902 7,959,222 Employers' contributions receivable 49,011 -- 49,011 51,630 -- 51,630 Employees' contributions receivable 26,049 -- 26,049 28,841 -- 28,841 ----------- -------------- ----------- ----------- -------------- ----------- Net assets available for benefits $ 6,946,541 $ 342,009 $ 7,288,550 $ 7,661,791 $ 377,902 $ 8,039,693 =========== ============== =========== =========== ============== ===========
3 Hartmann Employee Savings and Investment Plan Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 2001 and 2000 2001 2000 ---------------------------------------------- --------------------------------------------- Participant Nonparticipant Participant Nonparticipant Directed Directed Total Directed Directed Total ----------- -------------- ----------- ----------- -------------- ----------- Additions: Contributions: Employer $ 198,441 -- $ 198,441 $ 233,835 -- $ 233,835 Employee 381,068 -- 381,068 529,417 -- 529,417 ----------- -------------- ----------- ----------- ------------- ----------- 579,509 -- 579,509 763,252 -- 763,252 Interest income 142,421 -- 142,421 163,586 -- 163,586 Dividend income 26,594 $ 7,229 33,823 26,819 $ 6,967 33,786 Net appreciation in fair value -- -- -- -- 50,461 50,461 ----------- -------------- ----------- ----------- -------------- ----------- Total additions 748,524 7,229 755,753 953,657 57,428 1,011,085 ----------- -------------- ----------- ----------- -------------- ----------- Deductions: Withdrawals by participants 439,065 21,972 461,037 794,693 8,312 803,005 Net depreciation in fair value 923,507 21,150 944,657 813,211 -- 813,211 Net transfers to other plans 101,202 -- 101,202 359,793 -- 359,793 ----------- -------------- ----------- ----------- -------------- ----------- Total deductions 1,463,774 43,122 1,506,896 1,967,697 8,312 1,976,009 ----------- -------------- ----------- ----------- -------------- ----------- Net increase (decrease) (715,250) (35,893) (751,143) (1,014,040) 49,116 (964,924) Net assets available for benefits: Beginning of year 7,661,791 377,902 8,039,693 8,675,831 328,786 9,004,617 ----------- -------------- ----------- ----------- -------------- ----------- End of year $ 6,946,541 $342,009 $ 7,288,550 $ 7,661,791 $377,902 $ 8,039,693 =========== ============== =========== =========== ============== ===========
4 Hartmann Employee Savings and Investment Plan Notes to Financial Statements 1. Description of Plan: The sponsor of the Hartmann 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 Hartmann Luggage Company (the Company). An employee becomes eligible to participate in the Plan after completion of one year of service. Effective January 1, 2002, an employee becomes eligible to participate in the Plan on the employment commencement date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). b. Contributions: Non-highly compensated 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. 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. Effective January 1, 2002, non-highly compensated employees may contribute to the Plan between 1% and 50% of their annual compensation, and highly compensated employees may contribute between 1% and 15% of their annual compensation. For nonretail employees, 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. For retail employees, the Company's matching contribution is equal to 50% of the participant's elective deferral for the first 2% of annual compensation and an additional 25% of the remainder of the participant's elective deferral up to 10% of annual compensation. The Company also makes a Company Retirement (CORE) contribution to each salaried employee of the retail division who is employed on the last day of the plan year, except those employees at the plant location in Lebanon, Tennessee, in an amount equal to 3% of the employee's eligible compensation during the year. 5 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, and (iii) the CORE contribution on an annual 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 $2,692 and $3,070 for 2001 and 2000, respectively. 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. An employee becomes 100% vested in the CORE contribution after five years of service with the Company. 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. Effective March 1, 2002, the participant's contribution shall be suspended for six months after the receipt of a hardship distribution. 6 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 shall be limited to the lesser of $50,000 or 50% of the vested account balance. 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. 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 -------------------------------------------------------------- 2001 2000 ---------------------------- ---------------------------- 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 Enterprise Fund 11,277 $ 360,862 13,968 $ 744,050 Janus Worldwide Fund 6,438 282,258 6,651 378,153 Fidelity Magellan Fund 12,205 1,272,054 12,180 1,453,103 Fidelity Equity-Income Fund 13,221 644,769 17,180 917,932 Fidelity Growth Company 15,437 821,532 11,624 830,289 Fidelity Retirement Money Market Portfolio 410,632 410,632 308,129 308,129 Managed Income Portfolio 2,441,141 2,441,141 2,231,859 2,231,859 Brown-Forman Corporation Class B Common Stock Fund 1,339 13,865 2,994 32,956 Other investments 22,351 624,368 19,520 684,849 ---------- ---------- 6,871,481 7,581,320 Common stock: Brown-Forman Corporation Class B common stock* 33,012 342,009 34,323 377,902 ---------- ---------- $ 7,213,490 $ 7,959,222 ========== ========== *Nonparticipant directed
During 2001 and 2000, the Plan's investments, including investments bought, sold, and held during the year, appreciated (depreciated) in value as follows: 2001 2000 ---------- ---------- Mutual funds $ (919,867) $ (811,577) Brown-Forman Corporation Class B Common Stock Fund (3,640) (1,634) ---------- ---------- (923,507) (813,211) Brown-Forman Corporation Class B common stock (21,150) 50,461 ---------- ---------- $ (944,657) $ (762,750) ========== ========== 8 4. Tax Status: The Internal Revenue Service has determined, and informed the Company by a letter dated June 10, 1999, 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. Effective January 1, 2002, general administrative expenses of the third party recordkeeper and the administration fee for processing loans will be allocated to the participants' accounts. 9 Hartmann Employee Savings and Investment Plan Plan #018 EIN #61-0143150 Schedule H, Line 4i -- Schedule of Assets Held for Investment Purposes at End of Year December 31, 2001 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 -- $ 107,238 Janus Enterprise Fund Mutual fund, variable rate and maturity -- 360,862 Janus Worldwide Fund Mutual fund, variable rate and maturity -- 282,258 PIMCO Total Return Fund Mutual fund, variable rate and maturity -- 59,933 Fidelity Magellan Fund* Mutual fund, variable rate and maturity -- 1,272,054 Fidelity Equity-Income Fund* Mutual fund, variable rate and maturity -- 644,769 Fidelity Growth Company Fund* Mutual fund, variable rate and maturity -- 821,532 Fidelity Asset Manager* Mutual fund, variable rate and maturity -- 139,222 Fidelity Retirement Money Money market portfolio, variable rate Market Portfolio* and maturity -- 410,632 Managed Income Portfolio* Investment contract portfolio, variable rate and maturity -- 2,441,141 Spartan U.S. Equity Index Fund* Mutual fund, variable rate and maturity -- 96,405 Brown-Forman Corporation* Class B common stock fund -- 13,865 Brown-Forman Corporation* Class B common stock $335,427 342,009 Participant loans* Loans, 8%-9.75% rates, variable maturity -- 221,570 ----------- $ 7,213,490 =========== *Party-in-interest to the Plan
10 Hartmann Employee Savings and Investment Plan Plan #018 EIN #61-0143150 Schedule H, Line 4j -- Schedule of Reportable Transactions For the Year Ended December 31, 2001 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 Hartmann Employee Savings and Investment Plan has duly caused this report to be signed by the undersigned thereunto duly authorized. HARTMANN 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 24, 2002 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 2, 2002 relating to the financial statements and supplemental schedules of the Hartmann Employee Savings and Investment Plan as of and for the years ended December 31, 2001 and 2000 which appear in this Form 11-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Louisville, Kentucky June 24, 2002 13 -----END PRIVACY-ENHANCED MESSAGE-----