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, 2002.
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 and 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 and Retirement Plan
for Union Employees
Financial Statements
and Supplemental Schedule
Year ended December 30, 2002
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 and 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 and Retirement Plan for
Union Employees as of December 30, 2002 and 2001, and the related statement
of changes in net assets available for benefits for the year ended December
30, 2002. 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, 2002 and 2001, and the changes in its net assets available
for benefits for the year ended December 30, 2002, 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, 2002, 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 audit
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
Denver, Colorado
June 20, 2003
1
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Statements of Net Assets Available for Benefits
DECEMBER 30,
2002 2001
----------------------------------------
Investments, at fair value:
Mutual funds $1,891,494 $3,175,374
Common Collective Trusts 2,235,496 2,877,067
Mail-Well common stock 234,403 356,147
Participant loans 263,652 289,688
----------------------------------------
Total investments 4,625,045 6,698,276
Receivables:
Employee contributions 22,735 38,739
Employer contributions 14,356 20,229
----------------------------------------
Total receivables 37,091 58,968
----------------------------------------
Net assets available for benefits $4,662,136 $6,757,244
========================================
See accompanying notes.
2
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 30, 2002
Investment income (loss):
Net depreciation in fair value of investments $ (922,688)
Investment income 138,252
Interest on loans to participants 18,341
--------------------
Net investment loss (766,095)
Contributions:
Employee contributions 695,666
Employer contributions 443,509
Adjustments and forfeitures (1,738)
--------------------
Total contributions 1,137,437
Asset transfers to other plans (1,372,193)
Payment of benefits to participants (1,094,257)
--------------------
Decrease in net assets available for benefits (2,095,108)
Net assets available for benefits, beginning of year 6,757,244
--------------------
Net assets available for benefits, end of year $4,662,136
====================
See accompanying notes.
3
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Notes to Financial Statements
December 30, 2002
1. DESCRIPTION OF THE PLAN
The following description of the Mail-Well Corporation 401(k) Savings and
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.
Eligible employees, where collectively bargained, become eligible according
to the terms of the collective bargaining agreements.
CONTRIBUTIONS
Each year, participants may contribute up to 15% 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.
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 TO OTHER PLANS
During 2002, selected employee assets were transferred out of the Plan as a
result of the Company selling certain operating segments.
VESTING
A participant is 100% vested in their contributions at all times. Vesting in
employer contributions occurs 20% for each year of service. Upon reaching
five years of service, all employer contributions are fully vested. Years of
service attributable
4
Mail-Well Corporation 401(k) Savings and 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
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 a variety of investment options offered by the Plan.
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 10 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 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.
5
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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 except participant loans which are
stated at face value, which approximates fair value. Unrealized and realized
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. 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 and Retirement Plan
for Union Employees
Notes to Financial Statements (continued)
4. INVESTMENTS
During the year ended December 30, 2002, the Plan's investments (including
investments purchased, sold and held during the period) depreciated in fair
value as determined by quoted market prices as follows:
Mutual funds $(462,494)
Common collective trusts (344,488)
Common stock (115,706)
--------------------
$(922,688)
====================
The fair values of individual investments that represent 5% or more of the
Plan's net assets at December 30, 2002 and 2001 are as follows:
DECEMBER 30,
2002 2001
----------------------------------------
Mutual funds:
Putnam Investors Fund $ 477,330 $ 999,403
The George Putnam Fund of Boston 591,242 1,040,096
PIMCO Total Return 418,622 434,929
Putnam S&P 500 Index Fund 909,846 1,420,432
Putnam Stable Value Fund 1,325,650 1,456,635
Mail-Well Common Stock 234,403 356,147
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.
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500 as of December 30, 2002 and 2001:
2002 2001
----------------------------------------
Net assets available for benefits per the financial
statements $4,662,136 $6,757,244
Employer's contribution receivable (14,356) (20,229)
Participants' contributions receivable (22,735) (38,739)
----------------------------------------
Net assets available for benefits per the Form 5500 $4,625,045 $6,698,276
========================================
7
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Notes to Financial Statements (continued)
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of contributions to participant accounts
per the financial statements to the Form 5500 for the year ended December
30, 2002:
EMPLOYER EMPLOYEE
CONTRIBUTIONS CONTRIBUTIONS
----------------------------------------
Contributions made to participant accounts
per the financial statements $443,509 $695,666
Contribution receivable not recorded on the
Form 5500 at December 30, 2001 20,229 38,739
Contribution receivable not recorded on the
Form 5500 at December 30, 2002 (14,356) (22,735)
----------------------------------------
Contributions made to participant accounts
per the Form 5500 $449,382 $711,670
========================================
8
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
EIN: 84-1250534--Plan: No. 007
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 30, 2002
NUMBER CURRENT
IDENTITY OF ISSUE/DESCRIPTION OF SHARES VALUE
------------------------------------------------------------------------------------------------------------
Mutual Funds:
Putnam Investors Fund 53,633 $ 477,330
The George Putnam Fund of Boston* 39,922 591,242
PIMCO Total Return 39,234 418,622
Algers Small Cap Fund 8,676 94,651
Growth Fund Putnam Asset Allocation* 3,509 27,864
Balanced Fund Putnam Asset Allocation* 6,597 55,088
Conservative Fund Putnam Asset Allocation* 4,233 33,571
The Putnam Fund for Growth & Income* 4,399 62,967
Putnam International Growth Fund* 7,946 130,159
Mail-Well Common Stock* 90,155 234,403
Putnam Stable Value Fund* 1,325,650 1,325,650
Putnam S&P 500 Index Fund* 42,083 909,846
Participant loans, 7.0%-10.5%* 263,652
--------------------
$4,625,045
====================
*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: June 30, 2003 Mail-Well Corporation Savings and Retirement Plan
for Union Employees
/s/ Michel P. Salbaing
Michel P. Salbaing
Sr. Vice President - Chief Financial Officer