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
EX-99 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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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.
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
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
[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 |
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This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 3/27/97 |
| | 3/7/97 | | 3 |
For Period End: | | 12/31/96 | | 1 | | | | | 10-K/A |
| | 11/30/96 | | 1 | | 4 |
| | 11/1/96 | | 4 |
| | 11/30/95 | | 3 | | 4 |
| | 11/30/94 | | 4 |
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