-----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, PH80FSefKrjdOsopX8h3YjdcWYY84NJJ7YuEL4+iCPOpdEJRuowQsTUyt394cnAV bgVZcUsu1GqdgcKFCQlCAQ== 0000019731-01-500012.txt : 20010629 0000019731-01-500012.hdr.sgml : 20010629 ACCESSION NUMBER: 0000019731-01-500012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001230 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE CORP /VA/ CENTRAL INDEX KEY: 0000019731 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 540166880 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-03203 FILM NUMBER: 1669755 BUSINESS ADDRESS: STREET 1: 1021 E CARY ST STREET 2: PO BOX 2350 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046971000 MAIL ADDRESS: STREET 1: P O BOX 2350 STREET 2: 1021 EAST CARY STREET CITY: RICHMOND STATE: VA ZIP: 23218 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE CORP OF VIRGINIA DATE OF NAME CHANGE: 19840509 11-K 1 form11k401khrlyedgar.htm SECURITIES AND EXCHANGE COMMISSION

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 30, 2000

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

for the transition period from ______ to ______

Commission file number 33-26150

 

 

CHESAPEAKE CORPORATION 401(k)
SAVINGS PLAN FOR HOURLY EMPLOYEES

 

 

CHESAPEAKE CORPORATION
1021 East Cary Street
Richmond, Virginia 23218-2350

 

 

 

 

 

 

 

 

 

 

 

 

INDEX OF FINANCIAL STATEMENTS AND SCHEDULE AND EXHIBIT

 

Page

   

Report of Independent Accountants

3

   

Financial Statements:

 
   

Statements of Net Assets Available for Benefits

 

at December 30, 2000 and December 30, 1999

4

   

Statements of Changes in Net Assets Available for Benefits

 

for the Years Ended December 30, 2000 and

 

December 30, 1999

5

   

Notes to Financial Statements

6-12

   
   

Supplemental schedule:

 
   

Schedule of Assets(Held

 

at End of Year), December 30, 2000

13

   
   
   

Exhibit:

 
   

23.1 - Consent of Independent Accountants

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-1-

 

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the members of the Chesapeake Corporation 401(k) Savings Plan for Hourly Employees Committee (the "Committee") have duly caused this annual report to be signed by the undersigned thereunto duly authorized.

 

 

CHESAPEAKE CORPORATION 401(k)

 

SAVINGS PLAN FOR HOURLY EMPLOYEES

   
   
 

By: /s/ Thomas A. Smith

 

-------------------

 

Thomas A. Smith

 

Vice President - Human

 

Resources and Chairman of

 

the Committee

   
   
   

June 27, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-2-

 

Report of Independent Accountants

To the Chesapeake Corporation 401(k) Savings

Plan for Hourly Employees Committee:

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 Chesapeake Corporation 401(k) Savings Plan for Hourly Employees (the "Plan") at December 30, 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 schedule of assets(held at end of year)at December 30, 2000 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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.

 

/S/PRICEWATERHOUSECOOPERS LLP

 

-----------------------------

 

PRICEWATERHOUSECOOPERS LLP

Richmond, Virginia

 

June 8, 2001

 

 

 

 

 

 

-3-

 

CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 30, 2000 and 1999

 

 

2000

1999

 
 

----

----

 
       

Assets:

     

Investments at fair value

     

(Notes 1 and 4)

$3,046,804

$3,559,037

 

Receivables:

     

Accrued income

1,307

1,489

 
 

----------

----------

 

Total assets

3,048,111

3,560,526

 
       

Liabilities:

     

Other liabilities

4,985

-

 
 

----------

----------

 

Total liabilities

4,985

-

 
 

----------

----------

 

Net assets available

     

for benefits

$3,043,126

$3,560,526

 
 

==========

==========

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

 

 

-4-

CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the years ended December 30, 2000 and 1999

 

 

2000

1999

 

----

----

     

Additions:

   

Interest and dividends

$ 89,791

$ 84,701

Contributions (Note 2)

   

Employee

911,385

1,056,584

Employer

130,515

134,295

Net (depreciation)appreciation in fair

   

value of investments (Notes 1 and 4)

(438,592)

366,792

 

----------

----------

 

693,099

1,642,372

Deductions:

   

Distributions to

   

participating employees (Note 2)

311,605

209,716

Administrative fees

5,144

3,595

 

----------

----------

 

316,749

213,311

 

----------

----------

Net increase

376,350

1,429,061

     
     

Interplan transfers, net (Note 6)

(893,750)

(286,810)

     

Net assets available for

   

benefits, beginning of year

3,560,526

2,418,275

 

----------

----------

Net assets available for

   

benefits, end of year

$3,043,126

$3,560,526

 

==========

==========

     

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

 

 

 

 

-5-

CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES

NOTES TO FINANCIAL STATEMENTS

  1. Summary of Significant Accounting Policies:

General

The Chesapeake Corporation 401(k) Savings Plan for Hourly Employees (the "Plan") covers eligible hourly employees of Chesapeake Corporation ("Chesapeake" or the "Employer") and Chesapeake's subsidiaries, as described in the Plan agreement. The Plan's assets are held by the Bank of New York (the "Trustee"). The accompanying financial statements of the Plan have been prepared on the accrual basis in conformity with generally accepted accounting principles.

Investment Valuation and Income

Investments are stated at fair value determined as follows:

     

Mutual and money market funds

-

Quoted market value

Chesapeake common stock

-

Last published year-end sale

   

price on the New York Stock

   

Exchange

Loans to participants

-

Balances due which approximate

   

fair value

     

Purchases and sales of securities are recorded on a trade-date basis. Investment income is recorded as earned. Dividend income is recorded on the ex-dividend date. The Plan presents in the statement of changes in net assets available for benefits the "net(depreciation) appreciation in fair value of investments" which consists of the realized gains and losses and the change in unrealized appreciation or depreciation on those investments.

Risks and Uncertainties

The Plan provides for various mutual fund investment options in stocks, bonds, money market, and fixed income securities as well as a direct common stock investment. Investments 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 statements of net assets available for benefits and the statement of changes in net assets available for benefits.

 

 

-6-

NOTES TO FINANCIAL STATEMENTS, Continued

  1. Summary of Significant Accounting Policies, continued:

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 assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification

Certain amounts in the 1999 financial statements have been reclassi-fied to conform to the 2000 financial statement presentation.

 

2. Description of Plan:

General

The Plan is a defined contribution plan. Information regarding Plan benefits, priority of distributions upon termination of the Plan, allocation of Plan investment earnings, disposition of forfeitures, and vesting is provided in the Plan document which is available at the main office of the Plan administrator at 2104 West Laburnum Avenue, Richmond, Virginia 23227.

Employee Contributions

A participant may elect to defer receipt of 1% to 10% of annual before-tax compensation, in increments of 1%. Elective deferral contributions may not exceed statutory limits ($10,500 and $10,000 in 2000 and 1999,respectively) per participant in any taxable year. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan.

 

 

 

 

 

 

 

 

-7-

NOTES TO FINANCIAL STATEMENTS, Continued

2. Description of Plan, continued:

Employer Contributions

The Plan provides for discretionary matching contributions ranging from 20% to 50% of the participant's elective deferral contribution. Matching contributions from Chesapeake are limited to annual dollar and percentage thresholds which vary depending upon location. Matching contributions for highly compensated participants are limited by the Internal Revenue Code as described in the Plan document. Chesapeake may make contributions on behalf of specified participants, regardless of whether the participants make elective deferral contributions, as nonelective contributions.

In addition, the Employer establishes a fixed minimum contribution to be made to the Plan as determined by the Employer each Plan year. Total Employer contributions to the Plan, including salary deferrals and matching contributions, will never be less than the established fixed minimum contribution; if actual contributions are less than the minimum, then a supplemental contribution would be made by the Employer to the Plan. The minimum employer contribution for the Plan year is allocated to each individual who is a participant on the first day of the Plan year and who has made an elective deferral contribution during the Plan year.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan terms range from 1-5 years or up to 10 years for the purchase of a primary residence. The loans are collateralized by the balance in the participant's account and bear interest at a rate commensurate with the prime rate plus one percent as determined monthly by the Plan administrator. At December 30, 2000, interest rates on outstanding loans range from 8.75% to 9.50%. Principal and interest is paid ratably through payroll deductions.

Distributions

Benefits under the Plan become distributable upon termination of employment, upon early retirement, on or after normal retirement, or upon death or disability. Benefit payments are made to the participant as a lump-sum distribution or an annuity. If the present value of the benefit to be received is less than $5,000, a lump-sum distribution is required.

 

 

 

-8-

NOTES TO FINANCIAL STATEMENTS, Continued

2. Description of Plan, continued:

Forfeitures

Forfeitures resulting from separation from service are held in the Plan and serve to reduce Employer contributions under certain conditions described in the Plan document. The balance of forfeited nonvested accounts was $2,439 and $7,203 at December 30, 2000 and 1999,respectively.

Plan Expenses

Expenses incurred in connection with the purchase or transfer of Chesapeake Corporation common stock are borne by a participant's account. Fees, if any, of investment managers are borne by participants who select such investments. All other expenses associated with the administration of the Plan are paid by Chesapeake.

 

3. Plan Termination:

While Chesapeake has not expressed any intent to discontinue its contributions, continuance is not assumed as a contractual obligation and any such discontinuance is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). In the event such discontinuance results in the termination of the Plan, the Plan provides that each participant shall be fully vested in his account and payment of such amounts will be made by the Trustee as directed by the Chesapeake Corporation 401(k) Savings Plan for Hourly Employees Committee.

4. Investments:

The investments are held in trust funds which are administered by the Trustee.

The investments in Chesapeake common stock may be purchased by the Trustee at fair market value in the open market, in private transactions, or from the authorized but unissued shares of Chesapeake.

 

 

 

 

 

 

 

 

 

-9-

NOTES TO FINANCIAL STATEMENTS, Continued

4. Investments, continued:

Individual investments that represent 5% or more of the Plan's net assets available for benefits are as follows:

 

December 30,

 

2000

1999

 

----

----

Investments at fair value as determined

   

by quoted market price:

   

Equity funds:

   

Partners Trust Fund (24,154 and

   

26,220 shares, respectively)

$ 408,211

$ 471,431

Diversified Equity Fund (17,331 and

   

19,217 shares, respectively)

398,530

487,641

American Century Ultra Fund

   

(33,639 and 30,086 shares, respectively)

1,088,910

1,377,321

Fixed income funds:

   

Dreyfus A Bond Plus Fund (16,927 and

   

19,025 shares, respectively)

235,116

254,938

Phoenix High Yield Fund(21,027 and

   

23,921 shares, respectively)

133,730

188,736

Common stock:

   

Chesapeake Corporation (15,629 and

   

10,043 shares, respectively)

321,371

306,312

Money market funds:

   

LaSalle Interest Income Fund (232,774 and

   

281,346 shares, respectively)

232,774

281,346

Participant Loans

205,910

170,821

During 2000 and 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) (depreciated)appreciated in value by ($438,592) and $366,792, respectively as follows:

 

2000

1999

Mutual funds

$ (349,022)

$402,195

Common stock

(89,570)

(35,403)

 

---------

--------

 

$(438,592)

366,792

 

=========

========

 

 

 

 

 

 

 

 

-10-

NOTES TO FINANCIAL STATEMENTS, Continued

5. Tax Status:

The Plan obtained its latest determination letter on May 20, 1996, in which the Internal Revenue Service stated that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the

determination letter. However, management and the Plan administrator believe that the Plan is designed and is currently being operated in accordance with all applicable rules and regulations.

6. Interplan Transfers:

On February 18, 2000, Chesapeake contributed its litho-laminated business of Chesapeake Display and Packaging Company to a joint venture with Georgia-Pacific Corporation (G-P). The net value of applicable participants' accounts were transferred to a G-P sponsored plan and amounted to approximately $.83 million.

On July 30, 1999, Chesapeake sold its building products business. In accordance with the agreement at that date, approximately $24 thousand was transferred from the Plan to the St. Laurent sponsored plan in August 2000. The remaining net transfers for the year 2000 of approximately $38 thousand related to transfers from the Plan to the Chesapeake Corporation 401(k) Savings Plan for Salaried Employees.

Effective October 3, 1999, Chesapeake contributed substantially all of the assets of its wholly owned subsidiary, Wisconsin Tissue Mills, Inc.(WT), to a joint venture with Georgia-Pacific Corporation (G-P) and Chesapeake received a 5% interest in the joint venture. In connection with this transaction, all participants who were employed by WT had their accounts transferred out of the Plan and into a Plan sponsored by G-P. The net value of the accounts transferred from the Plan to the G-P sponsored plan was $.22 million. The remaining net transfers for the year 1999 of $62 thousand related to transfers from the Plan to the Chesapeake Corporation 401(k) Savings Plan for Salaried Employees.

 

 

 

 

 

 

 

 

 

 

 

 

-11-

NOTES TO FINANCIAL STATEMENTS, Continued

 

  1. Subsequent Events:

On May 18, 2001, Chesapeake completed the sale of Chesapeake Packaging Company and Capitol Packaging Corporation to Inland Paperboard and Packaging, Inc. a subsidiary of Temple-Inland, Inc. The terminated employees became vested in the plan and the net value of the applicable participant accounts will be transferred to a Temple-Inland, Inc. sponsored plan in August 2001. In June 2001, the net value of the applicable participants accounts represented approximately $1.4 million.

On April 23, 2001, Chesapeake signed an agreement to sell the assets of its U.S. Display business of Chesapeake Display and Packaging Company, a subsidiary of Chesapeake Corporation to CorrFlex Graphics, LLC. Under the terms of the agreement, those applicable participants that become terminated upon close of the sale will vest in the plan.

During 2001, the Plan's Trustee was changed to Putnam Fiduciary Trust Company. Eligible participant accounts and contribution options will be affected by this change.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-12-

 

 

 

CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 30, 2000

 

 

 

 

 

  1. Parties-

In-Interest

 

(b) Identity of Issue, Borrower, Lessor or Similar Party

(c) Description of Investment Including Maturity Date, Rate of Interest, Par, Collateral or Maturity Value

 

 

 

 

 

 

 

(d) Current Value of Asset

         
 

Partners Trust Fund

Equity-income fund

 

$ 408,211

 

Diversified Equity Fund

Domestic and foreign equity fund

 

398,530

 

LaSalle Interest Income Fund

Managed stable capital income fund

 

232,774

 

American Century Ultra Fund

Equity fund

 

1,088,910

 

Phoenix High Yield Fund

High yield bond fund

133,730

 

Dreyfus A Bond Plus Fund

Corporate and government bond fund

 

235,116

*

Common Stock Chesapeake Corporation

Corporate common stock

 

321,371

*

Loans to Participants of the Plan

Interest rates range from 8.75% to 9.50%

 

205,910

*

Cash Equivalents The Bank of New York

Collective short-term Investment Fund

 

22,252

   

Total

 

$ 3,046,804

         

* Indicates party-in-interest

 

 

 

 

 

 

 

 

 

 

-13-

EXHIBIT 23.1

 

 

 

 

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-26150) of Chesapeake Corporation of our report dated June 8, 2001 relating to the financial statements of the Chesapeake Corporation 401(k) Savings Plan for Hourly Employees, which appears in this Form 11-K.

 

 

 

/S/PRICEWATERHOUSECOOPERS LLP

 

----------------------------

 

PRICEWATERHOUSECOOPERS LLP

   
   
   

Richmond, Virginia

 

June 27, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-14-

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