-----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, T+fVDmDBwco4BBbLVaWAR5tMQa5PaN6XC+RA2PvEYpcmVVNVZg/PMitO+C921bLy GpnuNGVVJhxF/AcAYWu5Nw== 0000066895-02-000025.txt : 20020628 0000066895-02-000025.hdr.sgml : 20020628 20020628171746 ACCESSION NUMBER: 0000066895-02-000025 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSISSIPPI CHEMICAL CORP /MS/ CENTRAL INDEX KEY: 0000066895 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 640292638 STATE OF INCORPORATION: MS FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12217 FILM NUMBER: 02692187 BUSINESS ADDRESS: STREET 1: P O BOX 388 CITY: YAZOO CITY STATE: MS ZIP: 39194 BUSINESS PHONE: 6017464131 MAIL ADDRESS: STREET 1: P O BOX 388 CITY: YAZOO CITY STATE: MS ZIP: 39194 FORMER COMPANY: FORMER CONFORMED NAME: MISSISSIPPI CHEMICAL CORP DATE OF NAME CHANGE: 19920703 11-K 1 form11-k.htm REPORT ON FORM 11-K MCC Form 11-K

UNITED STATES
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 [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
P.O. Box 388
Yazoo City, Mississippi 39194
(662) 746-4131

64-0292638
(I.R.S. Employer Identification No.)

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.




SIGNATURES

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
                                                                                   THRIFT PLAN PLUS

                                                                         By:   MISSISSIPPI CHEMICAL CORPORATION,
                                                                                  PLAN ADMINISTRATOR


Dated:    June 28, 2002        


      By:   /s/ Ethel Truly                                             
              Ethel Truly
              Vice President-Administration

Page End


MISSISSIPPI CHEMICAL CORPORATION THRIFT PLAN PLUS

Financial Statements and Supplemental Schedule

December 31, 2001 and 2000

(With Independent Auditors' Report Thereon)



Page End


Index to Financial Statements and Schedule

 

Page

Independent Auditors' Report

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
      December 31, 2001 and 2000


4

Notes to Financial Statements, December 31, 2001 and 2000

5

Supplemental Schedule:

 

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

9



Page End



Independent Auditors' Report

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

Statements of Net Assets Available for Benefits

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

Notes to Financial Statements

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
     Chemical Corporation

 

(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
and description of investment

Current
value

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-

EX-23.1 3 kpmg-consent.htm CONSENT OF KPMG LLP Letter - USv.Cindy

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

EX-23.2 4 arthurandersen-consent.htm CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23

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.

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