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 for Union
Employees
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 FOR UNION EMPLOYEES
Financial Statements and Supplemental Schedule
For the year ended December 30, 2001
Mail-Well Corporation 401(k) Savings Retirement Plan
for Union Employees
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)................9
Report of Independent Auditors
The Trustees and Participants of
Mail-Well Corporation 401(k)
Savings Retirement Plan for Union Employees
We have audited the accompanying statements of net assets available for
benefits of the Mail-Well Corporation 401(k) Savings Retirement Plan for
Union Employees 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) as of 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
for Union Employees
Statements of Net Assets Available for Benefits
DECEMBER 30,
2001 2000
--------------------------------------
Investments, at fair value:
Mutual Funds $6,052,441 $5,590,966
Mail-Well Common Stock 356,147 260,074
Participant loans 289,688 306,187
--------------------------------------
Total investments 6,698,276 6,157,227
Receivables:
Employee contributions 38,739 16,322
Employer contributions 20,229 6,965
--------------------------------------
Total receivables 58,968 23,287
--------------------------------------
Net assets available for benefits $6,757,244 $6,180,514
======================================
See accompanying notes.
2
Mail-Well Corporation 401(k) Savings Retirement Plan
for Union Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 30, 2001
Investment income (loss):
Net depreciation in fair value of investments $ (592,339)
Investment income 146,739
Interest on loans to participants 27,021
------------------
Total investment loss (418,579)
Contributions:
Employee contributions 1,068,144
Employer contributions 559,333
Adjustments and forfeitures (111,760)
------------------
Total contributions 1,515,717
Asset transfers from other plans 76,141
Payment of benefits to participants (596,549)
------------------
Increase in net assets available for benefits 576,730
Net assets available for benefits, beginning of year 6,180,514
------------------
Net assets available for benefits, end of year $6,757,244
==================
See accompanying notes.
3
Mail-Well Corporation 401(k) Savings Retirement Plan
for Union Employees
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 for Union Employees (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 December 1, 1999. The Plan is a salary
deferral plan of Mail-Well Corporation (the "Company") for union employees.
Full-time salaried employees become eligible the first day of the month
following one year of service. Eligible employees, where collectively
bargained, become eligible according to the terms of the collective
bargaining agreements.
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.
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.
ASSET TRANSFERS FROM OTHER PLANS
During 2001, 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.
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
4
Mail-Well Corporation 401(k) Savings Retirement Plan
for Union Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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 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 an 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.
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.
5
Mail-Well Corporation 401(k) Savings Retirement Plan
for Union Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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 values. Unrealized appreciation
(depreciation) of investments during the period is included in net
depreciation in fair value of investments. Realized gains and losses on
sales of investments are determined using 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 applied for but has not received a determination letter from
the Internal Revenue Service stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the "Code"). However, the Plan
Administrator believes that the Plan is qualified and, therefore, the
related trust is exempt from taxation.
6
Mail-Well Corporation 401(k) Savings Retirement Plan
for Union Employees
Notes to Financial Statements (continued)
4. INVESTMENTS
During the year ended December 30, 2001, the Plan's investments (including
investments purchased, sold and held during the period) appreciated
(depreciated) in fair value as determined by quoted market prices as
follows:
Mutual funds $(597,504)
Common stock 5,165
-----------------
$(592,339)
=================
The following represents investments of the Plan's net assets:
DECEMBER 30,
2001 2000
--------------------------------------
Mutual Funds
S&P 500 Fund $1,420,432 $1,392,641
Investors Fund 999,403 1,112,545
Putnam Stable Value Fund 1,456,635 1,152,306
The George Putnam Fund of Boston 1,040,096 895,179
Putnam International Growth Fund 296,553 403,486
PIM Total Return 434,929 293,480
Algers Small Cap Fund 121,176 121,717
The Putnam Fund for Growth & Income 104,983 111,062
Conservative Fund 63,887 19,954
Balanced Fund 84,835 45,786
Growth Fund 29,512 42,810
Mail-Well Common Stock 356,147 260,074
Participant loans, 7.0%-10.5% 289,688 306,187
--------------------------------------
Total $6,698,276 $6,157,227
======================================
7
Mail-Well Corporation 401(k) Savings Retirement Plan
for Union Employees
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's
trustee.
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:
2001 2000
------------------ ------------------
Net assets available for benefits per the financial
statements $6,757,244 $6,180,514
Employer's contribution receivable (20,229) (6,965)
Participants' contributions receivable (38,739) (16,322)
------------------ ------------------
Net assets available for benefits per the Form 5500 $6,698,276 $6,157,227
================== ==================
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 $559,333 $1,068,144
Contribution receivables not
recorded on the Form 5500 at December 30, 2000 6,965 16,322
Contribution receivables not
recorded on the Form 5500 at December 30, 2001 (20,229) (38,739)
-------------------------------------
Contributions made to participant accounts
per the Form 5500 $546,069 $1,045,727
=====================================
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
for Union Employees
EIN: 84-1250534, Plan: 007
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 41,820 $ 434,929
*Algers Small Cap Fund 7,993 121,176
*Growth Fund 3,051 29,512
*Balanced Fund 8,595 84,835
*Conservative Fund 7,343 63,887
*Putnam International Growth Fund 14,932 296,553
*Investors Fund 84,695 999,403
*The George Putnam Fund of Boston 61,874 1,040,096
*The Putnam Fund for Growth & Income 5,864 104,983
*S&P 500 Fund 50,441 1,420,432
*Putnam Stable Value Fund 1,456,635 1,456,635
*Mail-Well Common Stock 78,446 356,147
*Participant loans, 7.0%-10.5% 289,688
------------------
Total $6,698,276
==================
* Investments with a party in interest
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: July 12, 2002 Mail-Well Corporation Savings Retirement Plan
for Union Employees
/s/ Roger Wertheimer
Roger Wertheimer
Secretary