11-K 1 elevenk.txt MAIL-WELL CORP. 401(K) SAVINGS RETIREMENT PLAN 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, 2000. 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 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 RETIREMENT PLAN Financial Statements and Supplemental Schedule For the year ended December 30, 2000 Mail-Well Corporation 401(k) Savings Retirement Plan Financial Statements and Supplemental Schedule Year ended December 30, 2000 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 for Investment Purposes..................9
Report of Independent Auditors The Trustees and Participants of Mail-Well Corporation 401(k) Savings Retirement Plan We have audited the accompanying statements of net assets available for benefits of the Mail-Well Corporation 401(k) Savings Retirement Plan as of December 30, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 30, 2000. 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, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 30, 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 financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at December 30, 2000 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 June 8, 2001 1 Mail-Well Corporation 401(k) Savings Retirement Plan Statements of Net Assets Available for Benefits
DECEMBER 30, 2000 1999 ---------------------------------------- Investments, at fair value (Note 4): Shares of registered investment companies $190,043,832 $86,803,295 Mail-Well Stock Fund 5,342,272 7,723,037 Participant loans 6,754,620 3,257,854 ---------------------------------------- Total investments 202,140,724 97,784,186 Receivables: Employee contributions 434,772 1,376,131 Employer contributions 145,051 255,721 ---------------------------------------- Total receivables 579,823 1,631,852 ---------------------------------------- Net assets available for benefits $202,720,547 $99,416,038 ======================================== See accompanying notes.
2 Mail-Well Corporation 401(k) Savings Retirement Plan Statement of Changes in Net Assets Available for Benefits Year ended December 30, 2000 Investment income (loss): Net depreciation in fair value of investments $ (23,813,975) Investment income 6,287,026 Interest on loans to participants 454,056 -------------------- Total investment loss (17,072,893) Contributions: Employee contributions 19,848,191 Employer contributions 6,825,257 Asset transfers from other plans 107,523,344 Adjustments and forfeitures (40,945) -------------------- Total contributions 134,155,847 Distribution: Payment of benefits to participants (13,778,445) -------------------- Total distribution (13,778,445) -------------------- Increase in net assets available for benefits 103,304,509 Net assets available for benefits, beginning of year 99,416,038 -------------------- Net assets available for benefits, end of year $ 202,720,547 ==================== See accompanying notes.
3 Mail-Well Corporation 401(k) Savings Retirement Plan Notes to Financial Statements December 30, 2000 1. DESCRIPTION OF THE PLAN The following description of the Mail-Well Corporation 401(k) Savings 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 one year of service with the Company. CONTRIBUTIONS Each year, participants may contribute up to 20% 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. Additional amounts may be contributed at the option of the Company's Board of Directors. No discretionary contributions were made to the Plan in 2000 or 1999. ASSET TRANSFERS FROM OTHER PLANS During 2000, certain other employee benefit plans of the Company were merged with the Plan. These assets were placed into the investment elections offered by the Plan at the employee's election. 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. VESTING A participant is 100% vested in his or her contributions at all times. Vesting in employer matching contributions occurs 20% for each year of service. Upon reaching five years of service, all employer matching 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 matching contributions become fully vested upon retirement, disability, or death of the participant. 4 INVESTMENT OPTIONS Upon enrollment in the Plan, participants may elect to invest their contributions in any of 11 options included in Putnam Investments: PIM Total Return, Algers Small Cap Fund, Growth Fund, Balanced Fund, Conservative Fund, Putnam International Growth Fund, Investors Fund, The George Putnam Fund of Boston, The Putnam Fund for Growth & Income, S&P 500 Fund, and Putnam Stable Value Fund; in addition, participants may elect to invest their contributions in the Mail-Well Stock Fund. 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 5 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 15 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. 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. 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. 5 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. Unrealized appreciation (depreciation) of investments during the year is included in net appreciation (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. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator and the Plan's tax counsel 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. 6 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, 2000 as determined by quoted market prices as follows: Mutual funds $(17,430,206) Common stock (6,383,769) ----------------- $(23,813,975) =================
The following presents investments of the Plan's net assets at December 30:
2000 1999 ----------------------------------- Registered investment company: PIM Total Return $ 18,860,625* $ 6,824,158* Algers Fund 12,480,555* 2,139,182 Growth Fund 3,177,898 12,151 Balanced Fund 5,040,916 12,873 Conservative Fund 818,392 2,301 Putnam International Growth Fund 13,036,577* 4,506,845 Investors Fund 47,370,210* 21,540,301* The George Putnam Fund of Boston 22,724,632* 15,198,615* The Putnam Fund for Growth & Income 14,140,794* 91,652 S&P 500 Fund 28,211,061* 27,414,403* Putnam Stable Value Fund 24,179,339* 9,058,108* Mail-Well Stock Fund 5,342,272 7,723,037* Participant loans 6,754,620 3,257,854 Non-interest bearing cash 2,833 2,706 ---------------------------------- Total $202,140,724 $97,784,186 ================================== * Represents more than 5% of the Plan's net assets.
7 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. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 30, 2000: Net assets available for benefits per the financial statements $202,720,547 Employer's contribution receivable (145,051) Participants' contributions receivable (434,772) --------------- Net assets available for benefits per the Form 5500 $202,140,724 ===============
The following is a reconciliation of contributions to participant accounts per the financial statements to the Form 5500 as of December 30, 2000:
EMPLOYER EMPLOYEE CONTRIBUTIONS CONTRIBUTIONS ---------------------------------------- Contributions made to participant accounts per the financial statements $6,825,257 $19,848,191 Employee contribution receivable not recorded on the Form 5500 - (434,772) Employer contribution receivable not recorded on the Form 5500 (145,051) - ---------------------------------------- Contributions made to participant accounts per the Form 5500 $6,680,206 $19,413,419 ========================================
There were no reconciling items as of December 30, 1999. 6. CONTINGENCIES The Company is involved, from time to time, in litigation relating to the normal course of business. If the Company is unsuccessful in defending itself against claims directly attributable to the Plan, these expenses could be allocated to the Plan as a direct cost and could have a material impact on the operating results. 8 Mail-Well Corporation 401(k) Savings Retirement Plan EIN: 84-1250534, Plan: 001 Schedule H, Line 4i--Schedule of Assets Held for Investment Purposes Year ended December 30, 2000
NUMBER CURRENT IDENTITY OF ISSUE/DESCRIPTION OF SHARES VALUE ----------------------------------------------------------------------------- Registered investment company: PIM Total Return 1,815,267 $ 18,860,625 Algers Fund 600,027 12,480,555 Growth Fund 287,853 3,177,898 Balanced Fund 465,459 5,040,916 Conservative Fund 88,284 818,392 Putnam International Growth Fund 525,668 13,036,577 Investors Fund 3,062,069 47,370,210 The George Putnam Fund of Boston 1,320,432 22,724,632 The Putnam Fund for Growth & Income 722,944 14,140,794 S&P 500 Fund 890,501 28,211,061 Putnam Stable Value Fund 24,179,339 24,179,339 Mail-Well Stock Fund 1,238,788 5,342,272 Participant loans, 8.5%-10.5% - 6,754,620 Noninterest-bearing cash - 2,833 ------------------- Total $202,140,724 ===================
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 29, 2001 Mail-Well Corporation 401(k) Savings Retirement Plan /s/ Mark L. Zoeller Mark L. Zoeller Assistant Secretary