-----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, Ccf6q5YT/vC3BKj9ytJV++OP/z0/IeQCA3EUPVSBuw8bfFLr7XMKitAxdqnKRK3K vEeXl4tm5e4RP1dYZrZFJw== 0001068800-03-000439.txt : 20030630 0001068800-03-000439.hdr.sgml : 20030630 20030630171644 ACCESSION NUMBER: 0001068800-03-000439 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021230 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAIL WELL INC CENTRAL INDEX KEY: 0000920321 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 841250533 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12551 FILM NUMBER: 03765406 BUSINESS ADDRESS: STREET 1: 8310 S VALLEY HWY #400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037908023 MAIL ADDRESS: STREET 1: 8310 S VALLEY HWY #400 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL HOLDINGS INC DATE OF NAME CHANGE: 19940328 11-K 1 elevenk.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K /X/ Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 [no fee required, effective October 7, 1996] for the fiscal year ending December 30, 2002. OR /_/ Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934 [no fee required] Commission file number 1-12551 A. Full title of the Plan: Mail-Well Corporation 401(k) Savings and Retirement Plan B. Name of the issuer of the securities held pursuant to the plan and the address of its principle executive office: Mail-Well, Inc. 8310 South Valley Highway Suite 400 Englewood, Colorado 80112 Mail-Well Corporation 401(k) Savings and Retirement Plan Financial Statements and Supplemental Schedule Year ended December 30, 2002 CONTENTS Report of Independent Auditors.......................................1 Audited Financial Statements Statements of Net Assets Available for Benefits......................2 Statement of Changes in Net Assets Available for Benefits............3 Notes to Financial Statements........................................4 Supplemental Schedule Schedule H, Line 4i--Schedule of Assets (Held at End of Year)........9 Report of Independent Auditors The Trustees and Participants of Mail-Well Corporation 401(k) Savings and Retirement Plan We have audited the accompanying statements of net assets available for benefits of the Mail-Well Corporation 401(k) Savings and Retirement Plan as of December 30, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 30, 2002. 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 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 at December 30, 2002 and 2001, and the changes in its net assets available for benefits for the year ended December 30, 2002, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) at December 30, 2002 is presented for purposes of additional analysis and is not a required part of the 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 our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Denver, Colorado June 20, 2003 1 Mail-Well Corporation 401(k) Savings and Retirement Plan Statements of Net Assets Available for Benefits
DECEMBER 30, 2002 2001 ---------------------------------------- Investments, at fair value: Mutual funds $110,811,715 $146,957,134 Common collective trusts 61,550,779 66,186,162 Mail-Well common stock 7,462,118 7,066,964 Participant loans 6,587,780 7,769,579 ---------------------------------------- Total investments 186,412,392 227,979,839 Receivables: Employee contributions 520,145 1,031,537 Employer contributions 294,999 368,362 ---------------------------------------- Total receivables 815,144 1,399,899 ---------------------------------------- Net assets available for benefits $187,227,536 $229,379,738 ======================================== See accompanying notes.
2 Mail-Well Corporation 401(k) Savings and Retirement Plan Statement of Changes in Net Assets Available for Benefits
Year ended December 30, 2002 Investment income (loss): Net depreciation in fair value of investments $ (31,809,817) Investment income 5,347,309 Interest on loans to participants 527,455 -------------------- Net investment loss (25,935,053) Contributions: Employee contributions 18,993,262 Employer contributions 10,988,684 Adjustments and forfeitures (322,393) -------------------- Total contributions 29,659,553 Asset transfers to other plans (13,107,401) Payment of benefits to participants (32,769,301) -------------------- Decrease in net assets available for benefits (42,152,202) Net assets available for benefits, beginning of year 229,379,738 -------------------- Net assets available for benefits, end of year $187,227,536 ==================== See accompanying notes.
3 Mail-Well Corporation 401(k) Savings and Retirement Plan Notes to Financial Statements December 30, 2002 1. DESCRIPTION OF THE PLAN The following description of the Mail-Well Corporation 401(k) Savings and Retirement Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a complete description of the Plan's provisions. GENERAL The Plan was adopted effective February 24, 1994. The Plan is a salary deferral plan of Mail-Well Corporation (the "Company"). Effective December 1, 1999, the Plan was amended and restated to only include full-time salaried and nonunion hourly employees. The union employees began a new plan effective December 1, 1999. The full-time salaried and nonunion hourly employees become eligible the first day of the month following 30 days of service with the Company. CONTRIBUTIONS Each year, participants may contribute up to 50% of pretax annual compensation, as defined in the Plan document and as limited by the Internal Revenue Service. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company contributes 50% of the first 6% of base compensation that a participant contributes to the Plan. In 2002, the Company made a discretionary contribution of $3,657,173 to the Plan. No discretionary contributions were made to the Plan in 2001. ASSET TRANSFERS TO OTHER PLANS During 2002, selected employee assets were transferred out of the Plan as a result of the Company selling certain operating locations. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and withdrawals, as applicable, and allocations of Company contributions and Plan earnings, and is charged with an allocation of administrative expenses. 4 Mail-Well Corporation 401(k) Savings and Retirement Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) VESTING A participant is 100% vested in their contributions at all times. Vesting in employer contributions occurs 20% for each year of service. Upon reaching five years of service, all employer contributions are fully vested. Years of service attributable to predecessor companies prior to such individual being employed by the Company are recognized in full for vesting purposes. All employer contributions become fully vested upon retirement, disability, or death of the participant. INVESTMENT OPTIONS Upon enrollment in the Plan, participants may elect to invest their contributions in a variety of investment options offered by the Plan. LOANS TO PARTICIPANTS Participants may borrow from the Plan a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested interest in the Plan. Such loans bear interest at the prime rate (as published in The Wall Street Journal) plus 1% and are collateralized by the participants' nonforfeitable interest in the Plan. Loans must be repaid within five years unless they are for the purchase of a principal residence, in which event they may be repaid over a period up to a maximum of 10 years. PAYMENT OF BENEFITS Upon retirement or termination of service, participants may roll their account balance into another qualified retirement savings account, withdraw their vested account balance less applicable taxes in a lump-sum payment, or leave their account balance with the Company until normal retirement age if their account balance is greater than $5,000. The Plan provides for advance distribution for hardship if certain conditions are met. EXPENSES Certain of the Plan's administrative expenses are paid by the Company. All other administrative expenses are paid by the Plan and allocated to participant accounts. Participants pay fees for loans and withdrawals. 5 Mail-Well Corporation 401(k) Savings and Retirement Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) FORFEITURES Upon termination by a participant, employer matching contributions that have not vested are used to offset administrative expenses. Any forfeitures remaining shall then be used to reduce employer contributions for the Plan year immediately following the Plan year in which the forfeiture occurs. In 2002, of the $291,239 in forfeitures, $27,914 was used to fund administrative expenses. PLAN TERMINATION Although it has not expressed an 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 the Employee Retirement Income Security Act of 1974. In the event of Plan termination, participants will become 100% vested in their accounts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Plan recognizes income, expenses, and other changes in net assets available for benefits using the accrual method of accounting. The Plan's investments are recorded in the financial statements at fair value based on published market value except for participant loans, which are stated at face value, which approximates fair value. Unrealized and realized appreciation (depreciation) of investments during the year is included in net depreciation in the fair value of investments. Realized gains and losses on sales of investments are determined on the average-cost basis. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. FEDERAL INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated October 15, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once 6 Mail-Well Corporation 401(k) Savings and Retirement Plan Notes to Financial Statements (continued) 3. FEDERAL INCOME TAX STATUS (CONTINUED) qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believe that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believe that the Plan is qualified and the related trust is tax-exempt. 4. INVESTMENTS The Plan's investments (including investments purchased, sold, and held during the year) depreciated in fair value during the year ended December 30, 2002 as determined by quoted market prices as follows: Mutual funds $(23,368,474) Common collective trusts (7,048,062) Common stock (1,393,281) -------------------- $(31,809,817) ====================
The fair values of individual investments that represent 5% or more of the Plan's net assets at December 30, 2002 and 2001 are as follows:
2002 2001 ---------------------------------------- Mutual funds: PIMCO Total Return $ 26,404,631 $ 25,422,148 Putnam International Growth Fund 10,060,325 13,786,416 Putnam Investors Fund 26,735,130 45,480,783 The George Putnam Fund of Boston 19,096,481 23,168,623 The Putnam Fund for Growth & Income 10,471,862 14,743,386 Putnam S&P 500 Index Fund 20,405,141 28,459,702 Putnam Stable Value Fund 41,145,638 37,726,460
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The financial statements are prepared on the accrual basis of accounting and the Form 5500 is prepared on the cash basis of accounting by the Plan trustee. 7 Mail-Well Corporation 401(k) Savings and Retirement Plan Notes to Financial Statements (continued) 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 30, 2002 and 2001:
2002 2001 ---------------------------------------- Net assets available for benefits per the financial statements $187,227,536 $229,379,738 Employer's contribution receivable (294,999) (368,362) Participants' contributions receivable (520,145) (1,031,537) ---------------------------------------- Net assets available for benefits per the Form 5500 $186,412,392 $227,979,839 ========================================
The following is a reconciliation of contributions to participant accounts per the financial statements to the Form 5500 for the years ended December 30, 2002 and 2001:
EMPLOYER EMPLOYEE CONTRIBUTIONS CONTRIBUTIONS ---------------------------------------- Contributions made to participant accounts per the financial statements $10,988,684 $18,993,262 Contribution receivable not recorded on the Form 5500 at December 30, 2001 368,362 1,031,537 Contribution receivable not recorded on the Form 5500 at December 30, 2002 (294,999) (520,145) ---------------------------------------- Contributions made to participant accounts per the Form 5500 $11,062,047 $19,504,654 ========================================
8 Mail-Well Corporation 401(k) Savings and Retirement Plan EIN: 84-1250534--Plan: No. 001 Schedule H, Line 4i--Schedule of Assets (Held at End of Year) December 30, 2002
NUMBER CURRENT IDENTITY OF ISSUE/DESCRIPTION OF SHARES VALUE - ------------------------------------------------------------------------------------------------------------ Mutual Funds: PIMCO Total Return 2,474,661 $ 26,404,631 Putnam International Growth Fund* 614,183 10,060,325 Putnam Investors Fund* 3,003,947 26,735,130 The George Putnam Fund of Boston* 1,289,432 19,096,481 The Putnam Fund for Growth & Income* 741,108 10,471,862 Algers Fund 595,863 6,500,855 Growth Fund Putnam Asset Allocation* 501,855 3,984,732 Balanced Fund Putnam Asset Allocation* 763,414 6,374,503 Conservative Fund Putnam Asset Allocation* 149,205 1,183,196 Putnam S&P 500 Index Fund* 943,809 20,405,141 Putnam Stable Value Fund* 41,145,637 41,145,638 Mail-Well Common Stock* 2,870,045 7,462,118 Participant loans, 7.0%-10.5%* 6,587,780 ------------------- $186,412,392 =================== *Investments with a party-in-interest.
9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DATE: June 30, 2003 Mail-Well Corporation 401(k) Savings and Retirement Plan /s/ Michel P. Salbaing Michel P. Salbaing Sr. Vice President - Chief Financial Officer EX-23.1 3 ex23p1.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-26743 and No. 333-61467) of our report dated June 20, 2003, with respect to the financial statements and supplemental schedules of the Mail-Well Corporation 401(k) Savings Retirement Plan included in this Annual Report on Form 11-K for the year ended December 30, 2002. /s/ Ernst & Young LLP Denver, Colorado June 30, 2003 -----END PRIVACY-ENHANCED MESSAGE-----