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Canal Corp – ‘10-K’ for 12/31/96 – EX-99

As of:  Thursday, 3/27/97   ·   For:  12/31/96   ·   Accession #:  19731-97-2   ·   File #:  1-03203

Previous ‘10-K’:  ‘10-K’ on 3/15/96 for 12/31/95   ·   Next:  ‘10-K/A’ on 5/9/97 for 12/31/96   ·   Latest:  ‘10-K’ on 3/6/08 for 12/30/07

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  As Of                Filer                Filing    For·On·As Docs:Size

 3/27/97  Canal Corp                        10-K       12/31/96   10:234K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         14±    66K 
 3: EX-3        Articles of Incorporation/Organization or By-Laws     14±    62K 
 2: EX-5        Opinion re: Legality                                   1      7K 
 5: EX-10       401(K) Restoration Plan                               10±    40K 
 4: EX-10       Director's Stock Option & Deferred Compensation Pl    13±    52K 
 6: EX-11       Statement re: Computation of Earnings Per Share        1      8K 
 7: EX-13       Annual or Quarterly Report to Security Holders        39±   155K 
 8: EX-21       Subsidiaries of the Registrant                         2±     8K 
 9: EX-23       Consent of Experts or Counsel                          1      9K 
10: EX-99       Miscellaneous Exhibit                                  4     26K 


EX-99   —   Miscellaneous Exhibit

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EXHIBIT 99.1 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED] for the fiscal year ended November 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from _______ to _______ Commission file number 2-79636 HOURLY EMPLOYEES' STOCK PURCHASE PLAN CHESAPEAKE CORPORATION 1021 East Cary Street P. O. Box 2350 Richmond, Virginia 23218-2350 HOURLY EMPLOYEES' STOCK PURCHASE PLAN Administration of the Plan: The Plan is administered by the Hourly Employees' Stock Purchase Plan Committee (the "Committee") under the direction of the Board of Directors of Chesapeake Corporation (the "Corporation"). At November 30, 1996, the Committee members were: Name Address Thomas A. Smith* (1) Richmond, Virginia 23218 J. P. Causey Jr. (2) Richmond, Virginia 23218 Andrew J. Kohut (3) Richmond, Virginia 23218 (1) Mr. Smith is Vice President - Human Resources & Assistant Secretary of the Corporation. (2) Mr. Causey is Senior Vice President, Secretary & General Counsel of the Corporation. (3) Mr. Kohut is Group Vice President - Specialty Packaging and Merchandising Services & Chief Financial Officer of the Corporation. *Committee Chairman Committee members are appointed by and serve at the pleasure of the Board of Directors of the Corporation. Committee members are employees of the Corporation and receive no additional compensation for serving on the Committee. The Plan provides that the Corporation will indemnify members of the Committee to the same extent and on the same terms as it indemnifies its officers and directors by reason of their being officers and directors. Financial Statements and Exhibits: (a) Financial statements: Hourly Employees' Stock Purchase Plan: Balance Sheet Statement of Changes in Plan Equity (b) Exhibits: See Exhibit 23.1 to the Chesapeake Corporation Annual Report on Form 10-K for the year ended December 31, 1996 for consent of independent accountants.
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Committee have duly caused this annual report to be signed by the undersigned hereunto duly authorized. HOURLY EMPLOYEES' STOCK PURCHASE PLAN By: /s/ Thomas A. Smith Thomas A. Smith Chairman of the Committee
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Report of Independent Accountants To the Hourly Employees' Stock Purchase Plan Committee: We have audited the balance sheet of the Hourly Employees' Stock Purchase Plan (the "Plan") of Chesapeake Corporation and participating subsidiaries as of November 30, 1996 and 1995, and the related statement of changes in plan equity for each of the three years in the period ended November 30, 1996. 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 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 financial position of the Plan as of November 30, 1996 and 1995, and the changes in plan equity for each of the three years in the period ended November 30, 1996, in conformity with generally accepted accounting principles. /s/ COOPERS & LYBRAND L.L.P. Richmond, Virginia March 7, 1997
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[Enlarge/Download Table] HOURLY EMPLOYEES' STOCK PURCHASE PLAN OF CHESAPEAKE CORPORATION AND PARTICIPATING SUBSIDIARIES BALANCE SHEET November 30, 1996 and 1995 1996 1995 Asset: Funds held by Chesapeake Corporation and participating subsidiaries (Note 4) $12,222 $12,827 Plan equity $12,222 $12,827 STATEMENT OF CHANGES IN PLAN EQUITY for the years ended November 30, 1996, 1995 and 1994 1996 1995 1994 Contributions: Employees $1.279,809 $1,217,129 $1,145,546 Employer: $598,671 in 1996, $586,903 in 1995, and $546,775 in 1994; less withheld taxes of $245,301, $240,413 and $213,046, respectively 353,370 346,490 333,729 1,633,179 1,563,619 1,479,275 Deductions: Purchase and distribution to participants at year end of 53,574 shares in 1996 ($29.1688 per share),52,112 shares in 1995 ($29.4375 per share), and 46,937 shares in 1994 ($30.6438 per share) of common stock of Chesapeake Corporation (Note 1) 1,562,687 1,534,045 1,438,325 Refunds to employees withdrawing from the Plan 53,665 25,856 27,879 1,616,352 1,559,901 1,466,204 Net transfers to Salaried Employees' Stock Purchase Plan 2,640 3,791 9,463 Net transfers to the Wisconsin Tissue Mill Hourly Employees' Stock Purchase Plan 14,792 - - 1,633,784 1,563,692 1,475,667 (Decrease) increase in plan equity (605) (73) 3,608 Plan equity, beginning of year 12,827 12,900 9,292 Plan equity, end of year $ 12,222 $ 12,827 $ 12,900 The accompanying notes are an integral part of these financial statements. NOTES TO FINANCIAL STATEMENTS 1. Description of the Plan: The stockholders of Chesapeake Corporation (the "Corporation") have approved the Hourly Employees' Stock Purchase Plan (the "Plan") and reserved a total of 900,000 shares of the Corporation's common stock for sale to eligible hourly employees, as defined, of the Corporation and participating subsidiaries (the "Employer"). The Plan is administered by a committee (the "Committee") appointed by the Corporation's Board of Directors. Participants in the Plan, which became effective in December 1982, are permitted to invest between one and five percent of their basic compensation, as defined. The Employer contributes to the Plan, as of the end of the Plan Year (see Note 3), a percentage (determined by the Committee of the Plan, generally 30% to 50%) of the participant's contribution reduced by amounts required to be withheld under income tax, Federal Insurance Contributions Act tax and comparable laws. The combined amount becomes available to purchase from the Corporation, shares of its common stock at a price equal to the average of the closing prices of such common stock on the New York Stock Exchange (composite tape) for the 20 consecutive trading days immediately preceding the last day of the Plan Year. The funds held by the Employer at the end of the year represent the remaining amounts in participants' accounts after the purchase of whole shares as the Plan does not provide for the purchase of fractional shares. A participant may terminate his participation in the Plan at any time. Upon termination, the Employer will return his contributions and the participant will forfeit all rights to any contribution which would have been made at the end of the plan year. As of November 30, 1996, 661,218 shares (53,574 shares in the current year and 607,644 in prior years) of the Corporation's common stock had been issued under the Plan and 238,782 shares were available for future issuance. 2. Reclassifications: Certain 1995 and 1994 amounts have been reclassified to conform with the current year's presentation. 3. Plan Year: The fiscal year of the Plan ends each November 30. 4. Funds Held by Chesapeake Corporation and Participating Subsidiaries: Funds received or held by the Employer with respect to the Plan may be used for any corporate purpose; therefore, the Plan does not prevent the Employer from creating a lien on these funds. NOTES TO FINANCIAL STATEMENTS, Continued 5. Taxes and Expenses: The Plan is not qualified under Section 401(a) of the Internal Revenue Code and is not subject to the provisions of the Employee Retirement Income Security Act of 1974. The Employer's contribution, when made to the Plan, is taxable to a participant as ordinary income. Purchases of stock by the Plan result in no gain or loss to the participant; therefore, no tax consequences are incurred by a participant upon receipt of stock purchased under the Plan. Sale by a participant of shares acquired under the Plan will result in a gain or loss in an amount equal to the difference between the sale price and the price paid for the stock acquired pursuant to the Plan. The Plan is not subject to income taxes. Expenses of administering the Plan are borne by the Employer. [Enlarge/Download Table] 6. Contributions to the Plan: Contributions (net of withheld taxes) were as follows: 1996 1995 1994 Employer Employees Employer Employees Employer Employees Chesapeake Corporation Subsidiaries: Chesapeake Display and Packaging Company $ 36,962 $129,764 $35,590 $125,626 $32,155 $ 110,272 Chesapeake Packaging Co. 32,143 123,582 33,706 115,494 37,046 107,304 Chesapeake Forest Products Company 237,010 819,448 12,854 59,246 14,342 65,107 Chesapeake Paper Products Company 13,513 60,982 238,585 821,650 222,611 784,144 Color-Box, Inc. 33,742 131,241 25,755 95,113 27,575 78,719 Wisconsin Tissue Mills Inc. 14,792* Totals $353,370 $1,279,809 $346,490 $1,217,129 $333,729 $1,145,546 *During the Plan year contributions totaling $14,792 attributable to the Wisconsin Tissue Mills hourly employees were made to the Plan. Such contributins were made prior to the establishment of the Wisconsin Tissue Mills Hourly Employees' Stock Purchase Plan ("WTM Plan"). Such assets were transferred to the WTM Plan on November 1, 1996.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-K’ Filing    Date First  Last      Other Filings
Filed on:3/27/97
3/7/973
For Period End:12/31/96110-K/A
11/30/9614
11/1/964
11/30/9534
11/30/944
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