-----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, KBMJqhK8dDPnjq41AJcYzuscWYy8oIG/xhuRinjEyKQoVXlql44QjD5fmxn+wLNn cZjeLgSYElSD0KEbfXRRig== 0000950137-05-008618.txt : 20050712 0000950137-05-008618.hdr.sgml : 20050712 20050712172334 ACCESSION NUMBER: 0000950137-05-008618 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050712 DATE AS OF CHANGE: 20050712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARCOR INC CENTRAL INDEX KEY: 0000020740 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 360922490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11024 FILM NUMBER: 05950983 BUSINESS ADDRESS: STREET 1: 840 CRESCENT CENTRE DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: (615)771-3100 MAIL ADDRESS: STREET 1: 840 CRESCENT CENTRE DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: CLARK J L MANUFACTURING CO /DE/ DATE OF NAME CHANGE: 19871001 11-K 1 c96625e11vk.txt ANNUAL REPORT 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 [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2004 [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to ________________ Commission File Number: 1-11024 A. Full title of plan and address of the plan if different from that of the issuer named below: CLARCOR 401(k) Retirement Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CLARCOR Inc. 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 CLARCOR 401(k) RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 CLARCOR 401(k) RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 CLARCOR 401(k) RETIREMENT SAVINGS PLAN CONTENTS REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS Horne LLP 3 BDO Seidman, LLP 4 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits 5 Statements of Changes in Net Assets Available for Benefits 6 Notes to Financial Statements 7-11 SUPPLEMENTAL SCHEDULE Schedule of Assets (Held at End of Year) 12 CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS: Horne LLP 14 BDO Seidman, LLP 15
Note: Supplemental schedules required by the Employee Retirement Income Security Act of 1974 not included herein are deemed not applicable to the CLARCOR 401(k) Retirement Savings Plan. 2 (HORNE LLP LOGO) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Plan Committee of the CLARCOR 401(k) Retirement Savings Plan We have audited the accompanying statement of net assets available for benefits of the CLARCOR 401(k) Retirement Savings Plan (the "Plan") as of December 31, 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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 audit. We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004, and the changes in net assets available for benefits for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Our audit was made 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 as of December 31, 2004 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 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. /s/ HORNE LLP Nashville, Tennessee June 10, 2005 3 [BDO LOGO] BDO Seidman, LLP 233 N. Michigan Ave., Suite 2500 Accountants and Consultants Chicago, Illinois 60601 Telephone: (312) 856-9100 Fax: (312) 856-1379 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Plan Committee of the CLARCOR 401(k) Retirement Savings Plan We have audited the accompanying statement of net assets available for benefits of the CLARCOR 401(k) Retirement Savings Plan as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ BDO SEIDMAN, LLP -------------------------- Chicago, Illinois May 26, 2004 4 CLARCOR 401(k) RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 2003 - ------------ ------------ ------------ ASSETS INVESTMENTS, at fair value Common/collective trust $ 11,238,015 $ 21,591,076 Mutual funds 31,542,724 57,780,952 CLARCOR Inc. common stock fund 3,316,241 6,028,727 Participant loans 1,132,233 2,262,247 ------------ ------------ Total investments 47,229,213 87,663,002 ------------ ------------ RECEIVABLES Employer contributions 39,105 -- Participant contributions 227,922 -- ------------ ------------ Total Receivables 267,027 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 47,496,240 $ 87,663,002 ============ ============
See accompanying notes to financial statements. 5 CLARCOR 401(k) RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2004 2003 - ----------------------- ------------ ------------ ADDITIONS Investment income Interest income from common/collective trust $ 425,779 $ 898,619 Dividend income from CLARCOR Inc. common stock fund 22,118 46,751 Interest income from participant loans 69,327 174,482 Dividend income from mutual funds 921,388 1,210,441 ------------ ------------ Total interest and dividends 1,438,612 2,330,293 ------------ ------------ Net appreciation in fair value of Mutual funds 2,171,750 9,470,241 CLARCOR Inc. common stock fund 670,330 1,555,290 ------------ ------------ Total net appreciation 2,842,080 11,025,531 ------------ ------------ Total investment income 4,280,692 13,355,824 ------------ ------------ Contributions Employer 433,694 1,431,327 Participant 2,181,331 5,284,039 Rollover 448,062 224,493 Other additions 283 -- ------------ ------------ Total contributions 3,063,370 6,939,859 ------------ ------------ TOTAL ADDITIONS 7,344,062 20,295,683 ------------ ------------ DEDUCTIONS Benefits paid to participants 1,280,678 6,042,529 Transfers out to CLARCOR 401(k) Plan 46,227,506 -- Administrative fees 2,640 7,760 ------------ ------------ TOTAL DEDUCTIONS 47,510,824 6,050,289 ------------ ------------ NET INCREASE (DECREASE) (40,166,762) 14,245,394 NET ASSETS AVAILABLE FOR BENEFITS, at beginning of year 87,663,002 73,417,608 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, at end of year $ 47,496,240 $ 87,663,002 ============ ============
See accompanying notes to financial statements. 6 CLARCOR 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN The following brief description of the CLARCOR Inc. (the "Company") 401(k) Retirement Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan. Effective January 1, 2004, the Plan was restated and amended to cover only those eligible employees who elected to continue participation in the CLARCOR Inc. Pension Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Each year, participants may contribute up to 50% of pretax annual compensation, as defined in the Plan, up to the Internal Revenue Code limitations. Participants may also elect to make after-tax contributions to the Plan up to 10% of the participant's compensation, and may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company contributes 50% of the first 3% of pretax compensation that a participant contributes to the Plan. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of the Company's contributions and Plan earnings. Allocations are based on participant account balances, as defined. The only benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a common/collective trust, Company common stock and 11 mutual funds as investment options for participants. 7 CLARCOR 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS VESTING Participants are immediately vested in their contributions, plus actual earnings thereon. Vesting in the Company's contribution portion of their accounts is based on years of continuous service. A participant is vested as follows:
Total years of service Vested Percentage ---------------------- ----------------- 1 0% 2 0% 3 100%
PARTICIPANT LOANS Participants may borrow from their accounts a minimum of $1,000 and participants may have only one loan outstanding. Loans are repaid through payroll deductions with principal and interest being credited to the participants' account balances. Loans may not exceed the lesser of 50% of the participant's vested balance or $50,000 and loans are to be repaid over a period of time not to exceed five years, unless used for the purchase of a principal residence, in which case the payback period may not exceed 15 years. The loans are secured by the balance in the participant's account and bear interest at the prime rate plus 2% at the time of the loan. PAYMENT OF BENEFITS Upon termination of service, death, disability or retirement, participants, or their beneficiaries, will receive lump-sum benefit payments. Benefits paid are equal to the value of the participant's vested interest in his or her account. Subject to certain provisions specified in the Plan agreement, employed participants may withdraw their after-tax contributions and related earnings. Withdrawals from the Plan may also be made upon circumstances of financial hardship in accordance with provisions specified in the Plan. 8 CLARCOR 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FORFEITED ACCOUNTS Forfeitures are used to reduce future Company contributions. Approximately $54,569 and $76,962 were used to reduce Company contributions during 2004 and 2003, respectively. ADMINISTRATIVE EXPENSES The Company pays substantially all of the Plan's administrative expenses. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires Plan management to make estimates and assumptions that affect the reported amounts 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, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market valuation and credit risks. 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 could 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. Individual participants' accounts bear the risk of loss resulting from fluctuations in fund values. 9 CLARCOR 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS INVESTMENT VALUATION The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds and shares of the common/collective trust are valued at the net asset value of shares or units held by the Plan at year end. The Company common stock fund is valued at the year end unit closing price, based on the quoted market price of the Company common stock plus uninvested cash. Participant loans are valued at cost which approximates fair value. PAYMENT OF BENEFITS Benefits are recorded when paid. 3. SIGNIFICANT INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
December 31, 2004 2003 ------------ ------------ ------------ CLARCOR Inc. common stock fund $ 3,316,241 $ 6,028,727 Vanguard 500 Index Fund 11,732,801 20,362,495 Vanguard U.S. Growth Fund * 4,689,615 Vanguard Intermediate Term Investment Grade 2,418,378 * Vanguard Wellington Fund 8,272,342 13,394,381 Vanguard Windsor II Fund 3,336,411 4,741,372 Vanguard Retirement Savings Trust 11,238,015 21,591,076 ------------ ------------
* Value not greater than 5% of net assets. 4. RELATED-PARTY The Plan invests in shares of mutual funds TRANSACTIONS managed by an affiliate of Vanguard Fiduciary Trust Company. Vanguard Fiduciary Trust Company acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules. CLARCOR Inc. common stock fund contains shares of common stock issued by the Company. The Company is the plan sponsor as defined by the Plan and, therefore, these transactions qualify as party-in-interest. 10 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 employer contributions. 6. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated April 8, 2002 that the Plan and related trust is designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Although the Plan has been amended since receiving the determination letter, the Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 11 SUPPLEMENTAL SCHEDULE CLARCOR 401(k) RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) EIN: 36-0922490 Plan Number: 009 Form 5500
December 31, 2004 - ------------ -------------- (e) CURRENT VALUE AT (b) (c) (d) DECEMBER 31, (a) IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST 2004 - --- ------------------ ------------------------- ---- -------------- * CLARCOR INC. COMMON STOCK FUND COMPANY COMMON STOCK (a) $ 3,316,241 * VANGUARD RETIREMENT SAVINGS TRUST COMMON/COLLECTIVE TRUST (a) 11,238,015 * VANGUARD PRIME MONEY MARKET FUND MUTUAL FUND (a) 491,578 * VANGUARD EXPLORER FUND MUTUAL FUND (a) 905,851 * VANGUARD WELLINGTON FUND MUTUAL FUND (a) 8,272,342 * VANGUARD INTERMEDIATE TERM INVESTMENT GRADE MUTUAL FUND (a) 2,418,378 * VANGUARD INTERMEDIATE TERM TREASURY FUND MUTUAL FUND (a) 759,833 * VANGUARD 500 INDEX FUND MUTUAL FUND (a) 11,732,801 * VANGUARD WINDSOR II FUND MUTUAL FUND (a) 3,336,411 * VANGUARD U.S. GROWTH FUND MUTUAL FUND (a) 1,539,931 * VANGUARD INTERNATIONAL GROWTH FUND MUTUAL FUND (a) 1,027,693 * VANGUARD SMALL CAP INDEX FUND MUTUAL FUND (a) 376,400 * VANGUARD MID CAP INDEX FUND MUTUAL FUND (a) 681,506 * PARTICIPANT LOANS LOANS TO PARTICIPANTS -- 1,132,233 -------------- $ 47,229,213 ==============
*Represents party-in-interest (a) The cost of participant-directed investments is not required to be disclosed. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. CLARCOR 401(k) Retirement Savings Plan Dated: June 29, 2005 By: /s/ David J. Lindsay David J. Lindsay Chairman, CLARCOR Inc. 401(k) Plan Committee as Plan Administrator 13 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1 Consent of Independent Registered Public Accounting Firms 23.1(a) Consent of Horne LLP 23.1(b) Consent of BDO Seidman, LLP
EX-23.1(A) 2 c96625exv23w1xay.txt CONSENT Exhibit 23.1(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS We consent to the incorporation by reference in Registration Statement No. 033-53899 of CLARCOR Inc. on Form S-8 of our report dated June 10, 2005, appearing in this Annual Report on Form 11-K of the CLARCOR 401(k) Retirement Savings Plan for the year ended December 31, 2004. /s/ HORNE LLP Nashville, TN July 7, 2005 14 EX-23.1(B) 3 c96625exv23w1xby.txt CONSENT Exhibit 23.1(b) Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-53899) of CLARCOR Inc. of our report dated May 26, 2004, relating to the financial statements of the CLARCOR Inc. 401(k) Retirement Savings Plan included in this Annual Report on Form 11-K. /s/ BDO Seidman, LLP Chicago, Illinois July 7, 2005 15 -----END PRIVACY-ENHANCED MESSAGE-----