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, 2001.
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, 2001
Mail-Well Corporation 401(k) Savings Retirement Plan
Financial Statements
and Supplemental Schedule
Year ended December 30, 2001
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)..............10
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, 2001 and 2000, and the related statement of changes in net
assets available for benefits for the year ended December 30, 2001. 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, 2001 and 2000, and the changes in its net assets available
for benefits for the year ended December 30, 2001, 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, 2001 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.
ERNST & YOUNG LLP
Denver, Colorado
July 8, 2002
1
Mail-Well Corporation 401(k) Savings Retirement Plan
Statements of Net Assets Available for Benefits
DECEMBER 30,
2001 2000
----------------------------------------
Investments, at fair value:
Mutual Funds $213,143,296 $190,040,999
Mail-Well Common Stock 7,066,964 5,342,272
Participant loans 7,769,579 6,754,620
----------------------------------------
Total investments 227,979,839 202,137,891
Cash -- 2,833
Receivables:
Employee contributions 1,031,537 434,772
Employer contributions 368,362 145,051
----------------------------------------
Total receivables 1,399,899 579,823
----------------------------------------
Net assets available for benefits $229,379,738 $202,720,547
========================================
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, 2001
Investment income (loss):
Net depreciation in fair value of investments $(23,068,732)
Investment income 5,415,530
Interest on loans to participants 628,386
--------------------
Total investment loss (17,024,816)
Contributions:
Employee contributions 23,201,584
Employer contributions 8,485,760
Adjustments and forfeitures (346,941)
--------------------
Total contributions 31,340,403
Asset transfers from other plans 33,774,390
Distribution:
Payment of benefits to participants (21,430,786)
--------------------
Total distribution (21,430,786)
--------------------
Increase in net assets available for benefits 26,659,191
Net assets available for benefits, beginning of year 202,720,547
--------------------
Net assets available for benefits, end of year $229,379,738
====================
See accompanying notes.
3
Mail-Well Corporation 401(k) Savings Retirement Plan
Notes to Financial Statements
December 30, 2001
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 2001 or 2000.
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.
4
Mail-Well Corporation 401(k) Savings Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
INVESTMENT OPTIONS
Upon enrollment in the Plan, participants may elect to invest their
contributions in any of 11 options managed by 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 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 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. Benefits are recorded when
paid. The Plan provides for advance distribution for hardship if certain
conditions are met.
5
Mail-Well Corporation 401(k) Savings Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
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.
6
Mail-Well Corporation 401(k) Savings Retirement Plan
Notes to Financial Statements (continued)
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 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.
4. INVESTMENTS
The Plan's investments (including investments purchased, sold, and held
during the year) appreciated (depreciated) in fair value during the year
ended December 30, 2001 as determined by quoted market prices as follows:
Mutual funds $(23,214,844)
Common stock 146,112
--------------------
$(23,068,732)
====================
The following presents investments of the Plan's net assets at December 30:
2001 2000
-----------------------------------------
Mutual Funds
PIM Total Return $ 25,422,148 $ 18,860,625
Algers Fund 9,491,125 12,480,555
Growth Fund 4,438,436 3,177,898
Balanced Fund 9,231,025 5,040,916
Conservative Fund 1,195,192 818,392
Putnam International Growth Fund 13,786,416 13,036,577
Investors Fund 45,480,783 47,370,210
The George Putnam Fund of Boston 23,168,623 22,724,632
The Putnam Fund for Growth & Income 14,743,386 14,140,794
S&P 500 Fund 28,459,702 28,211,061
Putnam Stable Value Fund 37,726,460 24,179,339
Mail-Well Common Stock 7,066,964 5,342,272
Participant loans 7,769,579 6,754,620
-----------------------------------------
Total $227,979,839 $202,137,891
=========================================
7
Mail-Well Corporation 401(k) Savings Retirement Plan
Notes to Financial Statements (continued)
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, 2001 and 2000:
2002 2001
-------------------- --------------------
Net assets available for benefits per the financial
statements $229,379,738 $202,720,547
Employer's contribution receivable (368,362) (145,051)
Participants' contributions receivable (1,031,537) (434,772)
-------------------- --------------------
Net assets available for benefits per the Form 5500 $227,979,839 $202,140,724
==================== ====================
The following is a reconciliation of contributions to participant accounts
per the financial statements to the Form 5500 for the year ended December
30, 2001:
EMPLOYER EMPLOYEE
CONTRIBUTIONS CONTRIBUTIONS
---------------------------------------
Contributions made to participant accounts
per the financial statements $8,485,760 $23,201,584
Contribution receivable not
recorded on the Form 5500 at
December 30, 2000 145,051 434,772
Contribution receivable not
recorded on the Form 5500 at
December 30, 2001 (368,362) (1,031,537)
Forfeiture dollars used (190,253) -
---------------------------------------
Contributions made to participant accounts
per the Form 5500 $8,072,196 $22,604,819
=======================================
8
Mail-Well Corporation 401(k) Savings Retirement Plan
Notes to Financial Statements (continued)
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.
9
Mail-Well Corporation 401(k) Savings Retirement Plan
EIN: 84-1250534, Plan: 001
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 30, 2001
NUMBER CURRENT
IDENTITY OF ISSUE/DESCRIPTION OF SHARES VALUE
--------------------------------------------------------------------------------------------------------------
Mutual Funds of Putnam Investments
*PIM Total Return 2,444,437 $ 25,422,148
*Algers Fund 626,064 9,491,125
*Growth Fund 458,990 4,438,436
*Balanced Fund 935,261 9,231,025
*Conservative Fund 137,378 1,195,192
*Putnam International Growth Fund 694,180 13,786,416
*Investors Fund 3,854,304 45,480,783
*The George Putnam Fund of Boston 1,378,264 23,168,623
*The Putnam Fund for Growth & Income 824,113 14,743,386
*S&P 500 Fund 1,010,643 28,459,702
*Putnam Stable Value Fund 37,726,460 37,726,460
*Mail-Well Common Stock 1,556,600 7,066,964
*Participant loans, 7.0%-10.5% - 7,769,579
--------------------
Total $227,979,839
====================
* Investments with a party in interest
10
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: July 12, 2002 Mail-Well Corporation 401(k) Savings Retirement
Plan
/s/ Roger Wertheimer
Roger Wertheimer
Secretary