-----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, H1RLt6WcJQTjZ9P9GFPeuVG/QCXNM4zjdbhAkjcePL810vphx/vQ6F+Q7f3MKoKK IbE+FvFhUFbTj+CKtqLmJw== 0000780117-99-000015.txt : 19990630 0000780117-99-000015.hdr.sgml : 19990630 ACCESSION NUMBER: 0000780117-99-000015 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD COLOR PRESS INC /DE/ CENTRAL INDEX KEY: 0000780117 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 371167902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-11802 FILM NUMBER: 99654479 BUSINESS ADDRESS: STREET 1: THE MILL STREET 2: 340 PEMBERWICK ROAD CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2035324200 MAIL ADDRESS: STREET 1: THE MILL STREET 2: 340 PEMBERWICK ROAD CITY: GREENWICH STATE: CT ZIP: 06831 11-K 1 12/31/98 FORM 11-K =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 11-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 1-11802 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM -------------------- TO -------------------- (Logo ommitted) WORLD COLOR PRESS, INC. 401 (K) PLAN WORLD COLOR PRESS, INC. THE MILL, 340 PEMBERWICK ROAD GREENWICH, CONNECTICUT 06831 (Address of principal executive offices) 203-532-4200 (Registrant's telephone number, including area code) ================================================================================
WORLD COLOR PRESS, INC. 401(K) PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE YEARS THEN ENDED: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits with Supplemental Information by Fund 3-4 Notes to Financial Statements 5-9 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND FOR THE YEAR THEN ENDED: Item 27(a) - Schedule of Assets Held for Investment Purposes 10 Item 27(d) - Schedule of Reportable Transactions 11 SIGNATURES 12
INDEPENDENT AUDITORS' REPORT To the Trustees and Participants of the World Color Press, Inc. 401 (k) Plan We have audited the accompanying statements of net assets available for benefits of the World Color Press, Inc. 401 (k) Plan (the "Plan") as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years 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 audits. We conducted our audits in accordance with generally accepted auditing standards. 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 assesing 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, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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 information by fund in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental schedules and supplemental information by fund is the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP New York, New York June 11, 1999
WORLD COLOR PRESS, INC. 401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 1998 1997 INVESTMENTS: Investment in Putnam Investments: Fidelity Contrafund $ 27,170,983 $ - Neuberger & Berman Genesis Trust 14,095,193 - The George Putnam Fund of Boston 16,916,390 - The Putnam Fund for Growth and Income 44,784,410 - Putnam Income Fund 3,185,938 - Stable Value Fund 49,454,129 - Mutual Benefit GIC Fund 5,377,718 - Putnam S&P 500 Index Fund 14,207,197 - Putnam International Growth Fund 4,397,239 - World Color Press, Inc. Stock Fund 874,415 - Investment in Connecticut General Life Insurance Company General Account (at contract value): CIGNA Guaranteed Long-term Fund - 6,512,255 Investment in Connecticut General Life Insurance Company Pooled Separate Accounts (at fair value): Fidelity Puritan Fund - 979,552 Fidelity Growth & Income Portfolio Fund - 3,405,162 Fidelity Advisor Growth Opportunities Fund - 2,002,003 Twentieth Century Ultra Investors Fund - 2,193,244 CASH TRANSACTION ACCOUNT 568 42,952 PARTICIPANT LOANS 8,803,071 963,620 ------------- ------------- Total investments 189,267,251 16,098,788 EMPLOYEE CONTRIBUTIONS RECEIVABLE - 125,503 LOAN INTEREST RECEIVABLE - 1,248 ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 189,267,251 $ 16,225,539 ============= ============= See notes to financial statements. -2-
WORLD COLOR PRESS, INC. 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH SUPPLEMENTAL INFORMATION BY FUND YEAR ENDED DECEMBER 31, 1998 - ------------------------------------------------------------------------------- CIGNA FUNDS -------------------------------------------------- FIDELITY CIGNA GROWTH & GUARANTEED FIDELITY INCOME LONG-TERM PURITAN PORTFOLIO FUND FUND FUND NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1997 $ 6,544,472 $ 992,634 $ 3,440,744 ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS): Investment income 175,225 - - Employer contributions - - - Employee contributions 498,115 250,850 645,970 Net appreciation (depreciation) in fair value of investments - 83,740 367,650 Net loans 17,514 2,111 6,264 Benefit payments (261,343) (27,949) (88,255) Forfeitures - - - Interfund transfers - net 310,249 (48,742) (128,742) Distributions from pending account 12,811 3,735 10,222 Adjustments/other 588 22 (455) Administrative charge (1,821) (167) (521) Transfers out to successor trustee (7,295,810) (1,256,234) (4,252,877) Transfers in from former trustee - - - Transfers in from merged plans - - - ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS) (6,544,472) (992,634) (3,440,744) ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 $ - $ - $ - ============ ============ ============ CIGNA FUNDS -------------------------------------------------- FIDELITY TWENTIETH ADVISOR CENTURY GROWTH ULTRA CASH OPPORTUNITIES INVESTORS TRANSACTION FUND FUND ACCOUNT NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1997 $ 2,024,554 $ 2,216,563 $ 42,952 ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS): Investment income - - - Employer contributions - - - Employee contributions 580,592 582,841 - Net appreciation (depreciation) in fair value of investments 138,552 309,330 - Net loans 4,342 5,553 - Benefit payments (65,004) (158,567) - Forfeitures - - - Interfund transfers - net (147,823) (126,116) - Distributions from pending account 7,081 9,103 (42,952) Adjustments/other 225 50 - Administrative charge (384) (436) - Transfers out to successor trustee (2,542,135) (2,838,321) - Transfers in from former trustee - - - Transfers in from merged plans - - - ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS) (2,024,554) (2,216,563) (42,952) ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 $ - $ - $ - ============ ============ ============ PUTNAM FUNDS -------------------------------------------------- NEUBERGER & BERMAN CASH FIDELITY GENESIS TRANSACTION CONTRAFUND TRUST ACCOUNT NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1997 $ - $ - $ - ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS): Investment income 1,972,305 220,060 - Employer contributions 142,634 185,344 - Employee contributions 1,503,567 1,106,926 - Net appreciation (depreciation) in fair value of investments 2,266,975 (988,734) - Net loans 21,951 81,557 - Benefit payments (806,816) (245,850) - Forfeitures (6,175) (5,124) - Interfund transfers - net 1,049,024 (899,060) 568 Distributions from pending account - - - Adjustments/other 365 3,582 - Administrative charge - - - Transfers out to successor trustee - - - Transfers in from former trustee 2,838,321 - - Transfers in from merged plans 18,188,832 14,636,492 - ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS) 27,170,983 14,095,193 568 ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 $ 27,170,983 $ 14,095,193 $ 568 ============ ============ ============= PUTNAM FUNDS -------------------------------------------------- THE THE GEORGE PUTNAM PUTNAM FUND FOR PUTNAM FUND OF GROWTH AND INCOME BOSTON INCOME FUND NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1997 $ - $ - $ - ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS): Investment income 1,353,293 3,690,476 96,612 Employer contributions 94,159 251,834 29,909 Employee contributions 769,560 2,546,581 156,511 Net appreciation (depreciation) in fair value of investments (573,197) (1,135,297) (86,890) Net loans (51,806) (50,072) (353) Benefit payments (684,468) (1,634,218) (234,995) Forfeitures (3,602) (4,544) (1,924) Interfund transfers - net (846,779) (2,462,879) 414,063 Distributions from pending account - - - Adjustments/other (178) 789 475 Administrative charge - - - Transfers out to successor trustee - - - Transfers in from former trustee 1,256,234 6,795,012 - Transfers in from merged plans 15,603,174 36,786,728 2,812,530 ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS) 16,916,390 44,784,410 3,185,938 ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 $ 16,916,390 $ 44,784,410 $ 3,185,938 ============ ============ ============= PUTNAM FUNDS -------------------------------------------------- MUTUAL PUTNAM STABLE BENEFIT S&P 500 VALUE GIC INDEX FUND FUND FUND NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1997 $ - $ - $ - ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS): Investment income 1,659,346 157,244 58 Employer contributions 327,979 - 44,060 Employee contributions 2,514,495 - 467,713 Net appreciation (depreciation) in fair value of investments - - 1,618,780 Net loans (302,127) - (97,175) Benefit payments (2,459,143) (102,404) (225,408) Forfeitures (3,276) - (2,119) Interfund transfers - net 268,594 (2,672) 1,589,129 Distributions from pending account - - - Adjustments/other (1,624) (8,530) 745 Administrative charge - - - Transfers out to successor trustee - - - Transfers in from former trustee 7,295,810 - - Transfers in from merged plans 40,154,075 5,334,080 10,811,414 ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS) 49,454,129 5,377,718 14,207,197 ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 $ 49,454,129 $ 5,377,718 $ 14,207,197 ============ ============ ============= PUTNAM FUNDS ---------------------------------- PUTNAM WORLD INTERNATIONAL COLOR GROWTH PRESS, INC. PARTICIPANT FUND STOCK FUND LOANS NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1997 $ - $ - $ 963,620 ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS): Investment income 134,869 - - Employer contributions 54,459 3,885 - Employee contributions 293,069 79,511 - Net appreciation (depreciation) in fair value of investments (177,168) 62,284 - Net loans 29,384 4,539 728,718 Benefit payments (368,186) (136) (197,208) Forfeitures (4,666) - - Interfund transfers - net 165,626 724,386 141,174 Distributions from pending account - - - Adjustments/other 1,056 (54) (1,040) Administrative charge - - - Transfers out to successor trustee - - (1,081,863) Transfers in from former trustee - - 1,081,863 Transfers in from merged plans 4,268,796 - 7,167,807 ------------ ------------ ------------ NET ADDITIONS (DEDUCTIONS) 4,397,239 874,415 7,839,451 ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 $ 4,397,239 $ 874,415 $ 8,803,071 ============ ============ ============= TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1997 $ 16,225,539 ------------ NET ADDITIONS (DEDUCTIONS): Investment income 9,459,488 Employer contributions 1,134,263 Employee contributions 11,996,301 Net appreciation (depreciation) in fair value of investments 1,886,025 Net loans 400,400 Benefit payments (7,559,950) Forfeitures (31,430) Interfund transfers - net - Distributions from pending account - Adjustments/other (3,984) Administrative charge (3,329) Transfers out to successor trustee (19,267,240) Transfers in from former trustee 19,267,240 Transfers in from merged plans 155,763,928 ------------ NET ADDITIONS (DEDUCTIONS) 173,041,712 ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 $189,267,251 ============ See notes to financial statements. -3-
WORLD COLOR PRESS, INC. 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH SUPPLEMENTAL INFORMATION BY FUND YEAR ENDED DECEMBER 31, 1997 - -------------------------------------------------------------------------------- CIGNA FIDELITY GUARANTEED FIDELITY GROWTH & LONG-TERM PURITAN INCOME FUND FUND PORTFOLIO FUND NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 $ 6,303,480 $ 461,636 $ 1,594,005 ----------- ----------- ----------- NET ADDITIONS (DEDUCTIONS): Investment income - interest 363,067 - - Interest income on participant loans 33,573 2,701 9,674 Employee contributions 1,375,950 350,020 969,235 Benefit payments (464,810) (23,891) (78,795) Net unrealized and realized appreciation in fair market value of investments - 140,430 610,960 Administrative charge (7,664) (461) (1,215) Undistributed contributions - - - Participant notes receivable terminated due to withdrawal of participant - - - Interfund transfers - net (1,027,814) 62,078 327,244 Adjustments (31,310) 121 9,636 ----------- ----------- ----------- NET ADDITIONS 240,992 530,998 1,846,739 ----------- ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $ 6,544,472 $ 992,634 $ 3,440,744 =========== =========== =========== FIDELITY TWENTIETH ADVISOR CENTURY GROWTH ULTRA CASH OPPORTUNITIES INVESTORS TRANSACTION FUND FUND ACCOUNT NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 $ 963,326 $ 1,138,758 $ 30,155 ----------- ----------- ---------- NET ADDITIONS (DEDUCTIONS): Investment income - interest - - - Interest income on participant loans 5,627 7,357 - Employee contributions 678,678 693,324 - Benefit payments (43,515) (111,291) - Net unrealized and realized appreciation in fair market value of investments 359,689 285,929 - Administrative charge (835) (763) - Undistributed contributions - - 12,797 Participant notes receivable terminated due to withdrawal of participant - - - Interfund transfers - net 44,954 194,901 - Adjustments 16,630 8,348 - ----------- ----------- ----------- NET ADDITIONS 1,061,228 1,077,805 12,797 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $ 2,024,554 $ 2,216,563 $ 42,952 =========== =========== =========== PARTICIPANT LOANS TOTAL NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1996 $ 605,396 $11,096,756 ----------- ----------- NET ADDITIONS (DEDUCTIONS): Investment income - interest - 363,067 Interest income on participant loans - 58,932 Employee contributions - 4,067,207 Benefit payments - (722,302) Net unrealized and realized appreciation in fair market value of investments - 1,397,008 Administrative charge - (10,938) Undistributed contributions - 12,797 Participant notes receivable terminated due to withdrawal of participant (41,259) (41,259) Interfund transfers - net 398,637 - Adjustments 846 4,271 ----------- ----------- NET ADDITIONS 358,224 5,128,783 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 $ 963,620 $16,225,539 =========== =========== -4-
WORLD COLOR PRESS, INC. 401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following is a general description of the World Color Press, Inc. 401(k) Plan (the "Plan"). Employees should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL - The Plan is a defined contribution plan that was established on July 1, 1991, by World Color Press, Inc. (the "Company"). Non-unionized employees become eligible to participate upon attaining the age of 18. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Company is the administrator of the Plan; Putnam Investments is the trustee and custodian of the Plan's investments. PLAN MERGERS - On June 30, 1998, the Alden Press Profit Sharing Plan, Midwest Litho Arts 401(k) and Profit Sharing Plan, Northeast Graphics, Inc. Savings and Security Plan, Ringier America Employee Savings Plan, The Shea Communications Company Thrift Investment Plan, and World Color Press Book Services Division 401(k) Plan merged into the World Color Press, Inc. 401(k) Plan. On August 31, 1998, George Rice & Sons 401(k) Retirement Savings Plan, Johnson & Hardin Company 401(k) Retirement Savings Plan and Trust, The Lanman Companies, Inc. Retirement Savings Plan, and The Wessel Company, Inc. Employees Profit Sharing 401(k) Plan and Trust merged into the World Color Press, Inc. 401(k) Plan. All active participants in those plans automatically became participants of the World Color Press, Inc. 401(k) Plan on the appropriate merger date. Participants should refer to the Plan document for more complete information. CONTRIBUTIONS - Each year, participants may contribute up to 15% of pretax annual compensation, subject to certain limitations as defined in the Plan. The Company makes a matching contribution based on the relative percentages that were available to the participants of the merged plans. PARTICIPANT ACCOUNTS - Each participant's account is credited with the participant's contributions and withdrawals, as applicable, and the Plan earnings. Earnings are allocated by fund based on the ratio of a participant's account invested in a particular fund to all participants' investments in that fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. -5- VESTING - Participants or beneficiaries, at all times, have a 100% vested and non-forfeitable interest in their contributions and actual earnings thereon. Participants are vested in Company contributions in the five-year graded schedule unless the vesting schedule of the merged plan was better, in which case those participants are grandfathered in the merged plan's vesting schedule. The five-year graded vesting schedule is as follows:
Years of Percentage Service Vested 1 20% 2 40% 3 60% 4 80% 5 100%
FORFEITURES - Upon termination of service of the participant prior to vestiture, the non-vested portion of the Company's contribution is forfeited and used to pay plan expenses. INVESTMENT ELECTIONS - Participants may direct the investment of all contributions made to their account balance in any combination of the investment options available, in increments of 1%. The investment options available to participants as of December 31, 1998 consist of the following: FIDELITY CONTRAFUND - Funds are invested primarily in equity securities of companies where value is not fully recognized by the public. NEUBERGER & BERMAN GENESIS TRUST - Funds are invested primarily in stocks of companies with small market capitalizations (up to $1.5 billion at the time of the portfolio's investment). THE GEORGE PUTNAM FUND OF BOSTON - Funds are invested in a diversified portfolio of stocks and bonds which will produce both capital growth and current income. THE PUTNAM FUND FOR GROWTH AND INCOME - Funds are invested in common stocks that offer capital growth and current income. PUTNAM INCOME FUND - Funds are invested in fixed income securities such as bonds, other debt securities, and, to a lesser degree, preferred stocks in order to provide as high a level of income as is consistent with a prudent level of risk. The fund's investments are generally long- or intermediate-term (maturities of more than three years). STABLE VALUE FUND - Funds are invested in a diversified portfolio of high-quality investment contracts in order to preserve principal and achieve high current income. PUTNAM S&P 500 INDEX FUND - Funds are invested in stocks that compose the Standard & Poor's 500 Composite Stock Price Index either directly or through collective investment trusts. -6- PUTNAM INTERNATIONAL GROWTH FUND - Funds are invested in equity securities of domestic and foreign companies for capital appreciation. At least 65% of the fund's total assets are invested in at least three countries other than the United States. WORLD COLOR PRESS, INC. STOCK FUND - Funds are invested solely in World Color Press, Inc. common stock. Participants may change both their contribution percentage and investment options each payroll cycle. PARTICIPANT LOANS - Participants may borrow up to the lesser of $50,000 or 50% of their account balance, subject to certain restrictions, in accordance with interest rates and collateral requirements established by the Company. Loan transactions are treated as a transfer between the investment fund and the loan fund. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING BASIS - The Plan's financial statements are prepared on the accrual basis of accounting. INVESTMENT VALUATION - Investments of the Plan are carried at fair value, which is market value for all investment accounts, with the exception of the Mutual Benefit GIC Fund which is carried at contract value. Participant loans are valued at cost which approximates fair value. CONTRIBUTIONS - Employee contributions are recorded in the period during which the Company makes payroll deductions from the Plan participants' earnings. Company contributions are made at the same time as the participant contributions in accordance with the Plan agreement. BENEFITS - Benefit claims are recorded by the trustee when they have been approved for payment and paid by the Plan. USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. CONTRACT WITH MUTUAL BENEFIT LIFE INSURANCE COMPANY The Plan invested in a GIC issued by Mutual Benefit. In July 1991, Mutual Benefit was placed into conservatorship, and participants in the Plan were prohibited from withdrawing or transferring their interest in the GIC. In January 1994, a New Jersey State judge approved a rehabilitation plan for Mutual Benefit. The rehabilitation plan guarantees full payment of principal and accrued interest on the GIC on January 1, 2000. The rehabilitation plan was guaranteed by the State of Illinois Guaranty Association. The rehabilitation plan provided for interest at the original contract rate (8.25%) through December 31, 1991. The interest rates for subsequent years were determined annually based on Mutual Benefit's experience, subject to a minimum average annual rate of 3.5% from July 16, 1991, to the end of the rehabilitation period. Participants were initially not allowed to withdraw or transfer their interest in the GIC except upon death, disability, or retirement, or in the case of certain hardship withdrawals. However, in 1995, the rehabilitation plan offered an option whereby participants could withdraw 100% of their balance and be charged a moratorium charge (27.1% for 1995, 21.7% for 1996, 16.3% for 1997, 10.9% for 1998, and 5.4% for 1999) if they initially opted into the plan. -7- The Plan elected to "partially opt out" of the rehabilitation plan. Under this option, each plan participant who had an interest in the Mutual Benefit GIC (the affected participants) could choose whether to "opt out" or remain in the rehabilitation plan. Affected participants who "opted out" of the rehabilitation plan received 55% of their share of the contract value on July 16, 1991, plus accrued interest from July 16, 1991 to April 29, 1994 (the closing date of the rehabilitation plan). Most of the affected participants chose to "opt in" to the rehabilitation plan. Those affected participants who chose to "opt out" of the rehabilitation plan had an aggregate contract value of $480,579 at July 16, 1991, and received $154,319 plus accrued interest to April 29, 1994. In July 1994, the Plan received $169,468 for the participants opting out of the plan. In 1995, 1996, 1997 and 1998 respectively, the Plan was credited with $256,367, $267,282, $233,686 and $179,046 of interest from Mutual Benefit. 4. VALUATION OF INVESTMENT CONTRACTS Effective January 1, 1995, the Plan adopted the provisions of Statement of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans." The Plan had an investment option in which participants could have elected to invest in an account that invested in guaranteed investment contracts. Plan assets invested in these accounts were recorded at contract value (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses), because they were fully benefit responsive. The average yield and crediting interest rate was approximately 5.90% at December 31, 1997. Generally, the fair value of Plan assets invested approximates contract value which was approximately $6,512,255 at December 31, 1997. 5. INVESTMENTS EXCEEDING 5% OF NET ASSETS The following investments represent five percent or more of the Plan's net assets available for benefits as of December 31, 1998:
CURRENT COST VALUE Fidelity Contrafund $ 24,933,921 $ 27,170,983 Neuberger & Berman Genesis Trust 14,796,389 14,095,193 The George Putnam Fund of Boston 17,423,998 16,916,390 The Putnam Fund for Growth and Income 45,575,213 44,784,410 Stable Value Fund 49,454,129 49,454,129 Putnam S&P 500 Index Fund 12,567,184 14,207,197 ------------- ------------- $ 164,750,834 $ 166,628,302 ============= =============
-8- 6. CHANGE IN TRUSTEES Effective June 17, 1998, the Company transferred trustee responsibilities from Connecticut General Life Insurance Company ("CIGNA") to Putnam Investments. 7. PLAN AMENDMENTS The Company amended and restated the Plan to permit the merger of the aforementioned plans (Note 1) into the Plan. The amendment provided for a) a change in eligibility from 21 to 18 years for all employees and b) Company contributions to be made based on the relative percentages that were previously available to the participants of the merged plans. 8. TAX STATUS The Plan obtained its latest determination letter dated September 6, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving this determination letter. The Company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 9. RELATED PARTY TRANSACTIONS Certain Plan investments are in funds managed by Putnam Investments, the Plan trustee. In addition, the Plan invests in the Company's common stock, as well as participant loans. These transactions qualify as party-in- interest transactions. 10.PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. In the event of plan termination, participants will receive a distribution in accordance with the terms and conditions of the Plan agreement. 11.RECENT EVENTS On April 21, 1999, the Company announced that it would restructure its manufacturing platform to eliminate redundant and less efficient capacity resulting from its ongoing acquisition strategy and capital investment program. The restructuring will include: the consolidation of equipment and revenue streams to more efficient facilities, the writedown of assets which are not aligned with its strategic growth objectives, the elimination of certain administrative positions, and the closure of certain facilities. As a result of this restructuring, the Company will recognize a second quarter pre-tax restructuring charge of approximately $125,000,000 to $175,000,000, the majority of which will be non-cash, related primarily to the writedown of assets and facility closures. Any financial impact to the Plan has not yet been determined. -9-
WORLD COLOR PRESS, INC. 401(K) PLAN SCHEDULE - I ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 - -------------------------------------------------------------------------------- CURRENT COST VALUE INVESTMENTS: Fidelity Contrafund $ 24,933,921 $ 27,170,983 Neuberger & Berman Genesis Trust 14,796,389 14,095,193 Cash Transaction Account 568 568 The George Putnam Fund of Boston 17,423,998 16,916,390 The Putnam Fund for Growth and Income 45,575,213 44,784,410 Putnam Income Fund 3,260,554 3,185,938 Stable Value Fund 49,454,129 49,454,129 Mutual Benefit GIC Fund 5,377,718 5,377,718 Putnam S&P 500 Index Fund 12,567,184 14,207,197 Putnam International Growth Fund 4,500,062 4,397,239 World Color Press, Inc. Stock Fund 827,554 874,415 Participant Loans 8,803,071 8,803,071 ------------- ------------- TOTAL INVESTMENTS $ 187,520,361 $ 189,267,251 ============= =============
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WORLD COLOR PRESS, INC. 401(K) PLAN SCHEDULE - II ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 - -------------------------------------------------------------------------------- PURCHASE SELLING DESCRIPTION OF ASSETS PRICE PRICE SINGLE TRANSACTIONS Fidelity Contrafund $ 21,027,153 $ - Fidelity Contrafund 1,971,230 - Neuberger & Berman Genesis Trust 14,636,492 - The George Putnam Fund of Boston 16,859,408 - The George Putnam Fund of Boston 1,202,828 - The Putnam Fund for Growth and Income 43,581,740 - The Putnam Fund for Growth and Income 3,318,804 - Putnam Income Fund 2,812,530 - Stable Value Fund 47,449,885 - Mutual Benefit GIC Fund 5,334,080 - Putnam S&P 500 Index Fund 10,811,414 - Putnam International Growth Fund 4,268,796 - SERIES OF TRANSACTIONS Fidelity Contrafund 6,761,242 - Fidelity Contrafund - 2,884,386 Neuberger & Berman Genesis Trust 2,775,266 - Neuberger & Berman Genesis Trust - 2,327,831 The George Putnam Fund of Boston 3,048,736 - The George Putnam Fund of Boston - 2,418,557 The Putnam Fund for Growth and Income 8,374,431 - The Putnam Fund for Growth and Income - 6,052,561 Putnam Income Fund 1,163,552 - Putnam Income Fund - 698,017 Stable Value Fund 9,723,647 - Stable Value Fund - 7,719,471 Putnam S&P 500 Index Fund 3,822,025 - Putnam S&P 500 Index Fund - 2,045,022 Putnam International Growth Fund 1,118,347 - Putnam International Growth Fund - 812,736 World Color Press, Inc. Stock Fund 989,672 - CIGNA Guaranteed Long-term Fund 1,494,322 - CIGNA Guaranteed Long-term Fund - 8,181,802 Fidelity Puritan Fund - 1,411,431 Fidelity Growth & Income Portfolio Fund 1,010,687 - Fidelity Growth & Income Portfolio Fund - 4,782,100 Fidelity Advisor Growth Opportunities Fund - 2,851,011 Twentieth Century Ultra Investors Fund 981,255 - Twentieth Century Ultra Investors Fund - 3,484,416 COST OF NET GAIN DESCRIPTION OF ASSETS ASSETS (LOSS) SINGLE TRANSACTIONS Fidelity Contrafund $ 21,027,153 $ - Fidelity Contrafund 1,971,230 - Neuberger & Berman Genesis Trust 14,636,492 - The George Putnam Fund of Boston 16,859,408 - The George Putnam Fund of Boston 1,202,828 - The Putnam Fund for Growth and Income 43,581,740 - The Putnam Fund for Growth and Income 3,318,804 - Putnam Income Fund 2,812,530 - Stable Value Fund 47,449,885 - Mutual Benefit GIC Fund 5,334,080 - Putnam S&P 500 Index Fund 10,811,414 - Putnam International Growth Fund 4,268,796 - SERIES OF TRANSACTIONS Fidelity Contrafund 6,761,242 - Fidelity Contrafund 2,783,708 100,679 Neuberger & Berman Genesis Trust 2,775,266 - Neuberger & Berman Genesis Trust 2,613,608 (285,777) The George Putnam Fund of Boston 3,048,736 - The George Putnam Fund of Boston 2,484,146 (65,589) The Putnam Fund for Growth and Income 8,374,431 - The Putnam Fund for Growth and Income 6,221,275 (168,714) Putnam Income Fund 1,163,552 - Putnam Income Fund 714,881 (16,864) Stable Value Fund 9,723,647 - Stable Value Fund 7,094,867 624,603 Putnam S&P 500 Index Fund 3,822,025 - Putnam S&P 500 Index Fund 2,066,255 (21,233) Putnam International Growth Fund 1,118,347 - Putnam International Growth Fund 887,081 (74,345) World Color Press, Inc. Stock Fund 989,672 - CIGNA Guaranteed Long-term Fund 1,494,322 - CIGNA Guaranteed Long-term Fund 8,181,802 - Fidelity Puritan Fund 1,170,504 240,927 Fidelity Growth & Income Portfolio Fund 1,010,687 - Fidelity Growth & Income Portfolio Fund 3,738,002 1,044,098 Fidelity Advisor Growth Opportunities Fund 2,300,741 550,270 Twentieth Century Ultra Investors Fund 981,255 - Twentieth Century Ultra Investors Fund 2,898,103 586,313 -11-
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the employee benefit plan) has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WORLD COLOR PRESS, INC. 401 (K) PLAN Date: June 29, 1999 By:/s/ SHARI DAVIDSON ------------------------- Shari Davidson Plan Administrator -12- -----END PRIVACY-ENHANCED MESSAGE-----