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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _______________ to _______________ Commission File No. 1-12217 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Mississippi Chemical Corporation 64-0292638 This Report contains a total of 13 pages. Page End REQUIRED INFORMATION The following financial statements shall be furnished for the plan: Item 1. Not applicable. Item 2. Not applicable. Item 3. Not applicable. Item 4. Mississippi Chemical Corporation Thrift Plan Plus financial statements and supplemental schedule as of December 31, 2001 and 2000, together with auditor's report. The Financial Statements of the Mississippi Chemical Corporation Thrift Plan Plus for the fiscal year ended December 31, 2001, together with the report of KPMG LLP, independent auditors, are attached to this Annual Report on Form 11-K. The financial statements and the notes and schedule thereto are presented in lieu of the financial statements required by Items 1, 2, and 3 of Form 11-K and were prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended. Exhibit: 23.1 Consent of KPMG LLP. 23.2 Mississippi Chemical Corporation was unable to obtain the written consent of Arthur Andersen
LLP. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the Mississippi Chemical Corporation Thrift Plan Plus has duly caused this annual report to be signed by the undersigned hereunto duly authorized. MISSISSIPPI CHEMICAL CORPORATION By: MISSISSIPPI CHEMICAL CORPORATION, Page End MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS Financial Statements and Supplemental Schedule December 31, 2001 and 2000 (With Independent Auditors' Report Thereon)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
P.O. Box 388
Yazoo City, Mississippi 39194
(662) 746-4131
(I.R.S. Employer Identification No.)
SIGNATURES
THRIFT PLAN PLUS
PLAN ADMINISTRATOR
Dated: June 28, 2002
By: /s/ Ethel Truly
Ethel Truly
Vice President-Administration
Index to Financial Statements and Schedule
|
Page |
1 |
|
Financial Statements: |
|
Statements of Net Assets Available for Benefits, December 31, 2001 and 2000 |
3 |
Statements of Changes in Net Assets Available for Benefits, years ended |
|
5 |
|
Supplemental Schedule: |
|
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
9 |
Page End
The Thrift Plan Plus Committee of the Mississippi
Chemical Corporation Thrift Plan Plus:
We have audited the accompanying statement of net assets available for benefits of the Mississippi Chemical Corporation Thrift Plan Plus (the Plan) as of December 31, 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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 auditing standards generally accepted in the United States of America. 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 the benefits of the Mississippi Chemical Corporation Thrift Plan Plus as of December 31, 2001, and the changes in net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.
Our audit was performed 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) 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. This 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/ KPMG LLP
Jackson, Mississippi
June 14, 2002
-1-
This is a copy of a report previously issued by Arthur Andersen LLP. The report has not been reissued by Arthur Andersen LLP nor has Arthur Andersen LLP provided a consent to the inclusion of its report in this Annual Report on Form 11-K.
ARTHUR ANDERSEN
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Thrift Plan Plus Committee of the
Mississippi Chemical Corporation Thrift Plan Plus:
We have audited the accompanying statements of net assets available for benefits of the Mississippi Chemical Corporation Thrift Plan Plus (the "Plan") as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the 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 audits provide 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, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes 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/ Arthur Andersen LLP
Jackson, Mississippi,
June 8, 2001.
- -2-
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS |
||||||||||
December 31, 2001 and 2000 |
||||||||||
2001 |
2000 |
|||||||||
Investments: |
||||||||||
Investments, at fair value (note 3): |
||||||||||
Mutual funds |
$ |
52,840,696 |
58,258,734 |
|||||||
Common collective trust |
28,359,688 |
27,251,756 |
||||||||
Common stock of Mississippi Chemical Corporation |
2,159,163 |
2,384,885 |
||||||||
Participant loans |
3,954,965 |
4,224,616 |
||||||||
Net assets available for benefits |
$ |
87,314,512 |
92,119,991 |
|||||||
See accompanying notes to financial statements. |
-3-
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001 and 2000
2001 |
2000 |
|||||||||
Additions to net assets attributed to: |
||||||||||
Investment income (loss): |
||||||||||
Net depreciation in fair value of investments (note 3) |
$ |
(9,096,998) |
(12,061,000) |
|||||||
Interest and dividends |
3,638,844 |
7,923,685 |
||||||||
(5,458,154) |
(4,137,315) |
|||||||||
Contributions: |
||||||||||
Participants' |
4,267,213 |
4,483,287 |
||||||||
Employer |
1,401,092 |
1,501,641 |
||||||||
5,668,305 |
5,984,928 |
|||||||||
Total additions |
210,151 |
1,847,613 |
||||||||
Deductions from net assets attributed to: |
||||||||||
Benefits paid to participants |
(5,003,350) |
(11,596,921) |
||||||||
Other |
(12,280) |
(12,073) |
||||||||
Total deductions |
(5,015,630) |
(11,608,994) |
||||||||
Net decrease in net assets available for benefits |
(4,805,479) |
(9,761,381) |
||||||||
Net assets available for benefits: |
||||||||||
Beginning of year |
92,119,991 |
101,881,372 |
||||||||
End of year |
$ |
87,314,512 |
92,119,991 |
|||||||
See accompanying notes to financial statements. |
-4-
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
December 31, 2001 and 2000
(1) Description of the Plan
The following brief description of Mississippi Chemical Corporation Thrift Plan Plus (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 designed to encourage and assist employees in a long-range program of savings. The Plan became effective as of January 1, 1984 and is an amendment to the restatement of the Mississippi Thrift Plan which resulted from the merger on January 1, 1983, of the Mississippi Chemical Corporation Savings and Investment (Thrift) Plan, established July 1, 1973, and the Mississippi Chemical Corporation New Mexico Facility Savings and Investment (Thrift) Plan, established September 1, 1975. The Plan was amended and restated as of January 1, 1985, in order to comply with Part I of the Deficit Reduction Act of 1984 and the Retirement Equity Act of 1984. The Plan was amended and restated as of July 1, 1997, in order to permit daily valuation of the participants' accounts.
Effective July 1, 1997, new employees of Mississippi Chemical Corporation (MCC) and non-union employees of Mississippi Potash, Incorporated, a wholly owned subsidiary of MCC (collectively the Company), became eligible to participate in the Plan on the date of their employment. Employees of Mississippi Phosphates Corporation, a subsidiary of MCC, became eligible to participate on June 1, 1997. In December 1997, Eddy Potash, Inc. (Eddy Potash), a then wholly owned subsidiary of MCC, ceased operations and the Eddy Potash, Inc. 401(k) Plan for Bargaining Unit Employees (the Eddy Potash Plan) was frozen. Former Eddy Potash plan participants had the option to receive their account balances or rollover their account balances into the Plan. In addition, employees of Triad Nitrogen, Inc. and Triad Fertilizer, Inc., both wholly owned subsidiaries of MCC, become eligible to participate in the Plan on July 1, 1998.
Effective July 1, 1999, MCC completed a corporate restructuring. As a result, Triad Nitrogen, Inc. changed its name to Mississippi Nitrogen, Inc. (MNI) and two new subsidiaries of MNI were formed: MissChem Nitrogen, LLC (MNLLC) and Triad Nitrogen, LLC (TNLLC). Pursuant to a resolution of the Board of Directors of MCC, the employees of MNLLC and TNLLC became eligible to participate in the Plan. In connection with the restructuring, Triad Fertilizer, Inc. was merged into MNI.
The Plan is organized with the intent to comply with the provisions of Section 401(k) of the Internal Revenue Code (the IRC), whereby the participant can defer the amount of his compensation contributed to the Plan from his taxable income until withdrawn from the Plan.
(b) Eligibility and Contributions
All full time, non-union employees are eligible to participate in the Plan immediately upon date of hire. Participants may elect to make a salary deferral contribution of up to 22% of base compensation. The salary deferral contributions cannot exceed the maximum allowable under Internal Revenue Service (IRS) guidelines. The Company matches 50% of participants' contributions, but not in excess of 3% of base compensation.
- -5-
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
Notes to Financial Statements
December 31, 2001 and 2000
(c) Participant Accounts
Each participant's deferred account is credited with his/her contributions and the investment earnings on the account. Each participant also has a Company matching account, which is credited with the Company's contributions made on the participant's behalf and the investment earnings on the account.
(d) Vesting
A participant is fully vested in the portion of his/her account related to his/her own contributions. Upon death, disability, retirement at the normal retirement age, or completion of five years of service, a participant will be fully vested in the employer's contribution. Upon termination of the Plan, all funds in each participant's account shall be fully vested and non-forfeitable.
(e) Trustee
The Vanguard Fiduciary Trust Company (Vanguard) is the trustee of the Plan.
(f) Investment Options
Upon enrollment in the Plan, a participant may direct the investment of employee and employer contributions in one or more of the investment funds offered, in such proportions as each participant directs. However, the Plan limits the amount of participant contributions invested in the MCC Stock Fund to 20% of total contributions. Additionally, investment in the MCC Stock Fund is limited to 20% of a participant's total account balance.
Participants may request a change in their investment options daily via a phone response system or online.
(g) Participant Loans
Participants may borrow from their participant accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of the participant's vested account balance. The maximum term for loans is five years, except for loans to purchase the participant's primary residence. The loans are secured by the vested balance in the participant's account and bear interest at a fixed rate for the term of the loan. The interest rate shall be the prime rate of Chase Manhattan as of the date of the loan plus 2%. The Plan allows participants a maximum of three outstanding loans -- one for the purchase of a home and two for personal reasons. Interest rates on loans outstanding as of December 31, 2001 and 2000 range from 6.75% to 11.5% and 7.5% to 11.5%, respectively.
(h) Administration
The operations of the Plan are administered and supervised by the MCC Thrift Plan Plus Committee (the Committee), which is appointed by the Board of Directors of MCC. Administration expenses of the Plan are paid by MCC and were approximately $42,000 and $56,000 during 2001 and 2000, respectively.
-6-
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
Notes to Financial Statements
December 31, 2001 and 2000
(i) Payment of Benefits
Upon termination of service due to death, disability or normal retirement date, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested account or a combination of payments, on the dates and in the amounts specified by the participant subject to a minimum distribution of $500.
(j) Forfeitures
Forfeitures represent the non-vested portions of the accounts of participants who have terminated or incurred a break in service during the Plan year. Forfeitures are used to reduce employer contributions. At December 31, 2001 and 2000, forfeited non-vested accounts totaled $52,590 and $46,224, respectively.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan have been prepared on the accrual basis of accounting.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The common collective trust is valued at cost which approximates fair value. The common stock in Mississippi Chemical Corporation is valued at its quoted market price. Participant loans are valued at cost, which approximates fair value.
The Plan provides for investments in various investments and investment securities, which in general, are exposed to various risks, such as interest rate, credit and overall volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
Purchases and sales of securities are recorded on a trade-date basis. Investment income is recorded on an accrual basis.
(c) Benefit Payments
Benefits are recorded when paid. Benefit payments and withdrawals are made by the Plan trustee at the direction of the Committee.
(d) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from estimates.
- -7-
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS
Notes to Financial Statements
December 31, 2001 and 2000
(3) Investments
The Plan's investments detailed below represent investments that are 5% or more of net assets at December 31.
|
|
2001 |
|
2000 |
Investments, at fair value: |
|
|
|
|
Mutual funds: |
|
|
|
|
Vanguard 500 Index Fund |
$ |
17,473,380 |
|
18,946,687 |
Vanguard U. S. Growth Fund |
|
12,033,685 |
|
16,238,706 |
Vanguard Wellington Fund |
|
13,910,818 |
|
13,432,246 |
Common collective trust: |
|
|
|
|
Vanguard Retirement Savings Trust |
|
28,359,688 |
|
27,251,756 |
During 2001 and 2000, the Plan's investments by type (including investments bought, sold and held during the year) depreciated in value as follows:
|
|
2001 |
|
2000 |
Mutual funds |
$ |
(8,960,825) |
|
(10,847,099) |
Common stock of Mississippi |
|
(136,173) |
|
(1,213,901) |
|
|
|
|
|
Net change in fair value |
$ |
(9,096,998) |
|
(12,061,000) |
(4) Plan Termination
The Board of Directors of the Company has the right to terminate the Plan, but has expressed no intention to do so. In the event of termination of the Plan, the account balances of all affected participants become fully vested and non-forfeitable. Each participant, retired participant or beneficiary shall then be entitled to receive all amounts credited to his account.
(5) Tax Status
The IRS has determined and informed the Company, by a letter dated February 8, 2002, that the Plan is designed in accordance with applicable sections of the IRC. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements.
(6) Related Party Transactions
Certain Plan investments are in shares of MCC stock and in funds managed by The Vanguard Group of Investment Companies, a sister company of Vanguard. As the Company is the Plan sponsor and Vanguard serves as the trustee of the Plan, these transactions qualify as party-in-interest transactions.
- -8-
MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS |
||||||||||
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
||||||||||
December 31, 2001 |
||||||||||
Identity of issue, borrower, lessor or similar party |
Current |
|||||||||
Mutual funds: |
||||||||||
* |
Vanguard Total Bond Market Index Fund |
$ |
1,874,416 |
|||||||
* |
Vanguard Wellington Fund |
13,910,818 |
||||||||
* |
Vanguard 500 Index Fund |
17,473,380 |
||||||||
* |
Vanguard U. S. Growth Fund |
12,033,685 |
||||||||
* |
Vanguard Extended Market Index Fund |
3,273,497 |
||||||||
* |
Vanguard International Growth Fund |
587,748 |
||||||||
* |
Vanguard LifeStrategy Conservative Growth Fund |
1,281,642 |
||||||||
* |
Vanguard LifeStrategy Growth Fund |
843,719 |
||||||||
* |
Vanguard LifeStrategy Moderate Growth Fund |
1,561,791 |
||||||||
Total mutual funds |
52,840,696 |
|||||||||
Common collective trust: |
||||||||||
* |
Vanguard Retirement Savings Trust |
28,359,688 |
||||||||
Common stock: |
||||||||||
* |
Mississippi Chemical Corporation Common Stock |
2,159,163 |
||||||||
Participant Loans (6.75% to 11.5%) |
3,954,965 |
|||||||||
$ |
87,314,512 |
|||||||||
* |
Represents a party-in-interest in the Plan. |
|||||||||
See accompanying independent auditors' report. |
-9-
EXHIBIT 23.1
Independent Auditors' Consent
The Thrift Plan Plus Committee of the Mississippi
Chemical Corporation Thrift Plan Plus:
We consent to incorporation by reference in the registration statement (No. 33-59577) on Form S-8 of Mississippi Chemical Corporation of our report dated June 14, 2002, with respect to the statement of net assets available for benefits of the Mississippi Chemical Corporation Thrift Plan Plus as of December 31, 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001, and the related supplementary schedule, which report appears in the December 31, 2001, annual report on Form 11-K of Mississippi Chemical Corporation.
/s/ KPMG LLP
Jackson, Mississippi
June 28, 2002
EXHIBIT 23.2
Mississippi Chemical Corporation was unable to obtain the written consent of Arthur Andersen LLP to incorporate by reference in Mississippi Chemical Corporation's registration statement (No. 33-59577) on Form S-8 Arthur Andersen LLP's report dated June 8, 2001, on the financial statements of Mississippi Chemical Corporation Thrift Plan Plus as of December 31, 2000 and 1999. However, Rule 437a of the Securities Act permits Mississippi Chemical Corporation to file its Annual Report on Form 11-K without the written consent of Arthur Andersen LLP. The absence of such consent may limit recovery by investors on certain claims, including, without limitation, claims arising under Section 11 of the Securities Act.