|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: BALCHEM CORP, 10-K, 2000-03-29 |
Next: BEMIS CO INC, 10-K405, 2000-03-29 |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number 1-5277
BEMIS COMPANY, INC.
(Exact name of Registrant as specified in its charter)
| Missouri (State or other jurisdiction of incorporation or organization) |
43-0178130 (I.R.S. Employer Identification No.) |
222 South 9th Street, Suite 2300, Minneapolis, Minnesota 55402-4099
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 376-3000
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Name of Each Exchange on Which Registered |
|
|---|---|---|
| Common Stock, par value $.10 per share Preferred Share Purchase Rights |
New York Stock Exchange New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the Registrant has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/
The aggregate market value of the voting stock held by nonaffiliates of the Registrant on March 21, 2000, based on a closing price of $33.19 per share as reported on the New York Stock Exchange, was $1,762,254,000. As of March 21, 2000, the Registrant had 53,099,944 shares of Common Stock issued and outstanding.
Documents Incorporated by Reference
1999 Annual Report to Stockholders—Part I and Part II
Proxy Statement—Annual Meeting of Stockholders
May 4, 2000—Part I and Part III
Bemis Company, Inc., a Missouri corporation (the "Registrant"), continues a business formed in 1858. The Registrant was incorporated in 1885 as Bemis Bro. Bag Company with the name changed to Bemis Company, Inc. in 1965. The Registrant is a principal manufacturer of flexible packaging products and pressure sensitive materials selling to customers throughout the United States, Canada, and Europe with a growing presence in Asia Pacific, South America, and Mexico. In 1999, approximately 75 percent of the Registrant's sales were derived from Flexible Packaging and approximately 25 percent were derived from Pressure Sensitive Materials.
The primary market for its products is the food industry. Other markets include companies in chemical, agribusiness, medical, pharmaceutical, sanitary products, graphic industries, and other consumer goods. Further information about the Registrant's operations in different business segments appearing on page 33 of the accompanying 1999 Annual Report to Shareholders is expressly incorporated by reference in this Form 10-K Annual Report.
As of December 31, 1999, the Registrant had approximately 9,500 employees, of which an estimated 6,700 were classified as production employees. Most of the production employees are covered by collective bargaining contracts involving five different international unions and 18 individual contracts with terms ranging from three to six years. During 1999, eight contracts covering approximately 1,600 employees at seven different locations in the United States were successfully negotiated. During 2000, one Canadian and two domestic labor agreements are scheduled to expire.
Working capital elements throughout the year fluctuate in relation to the level of business. Customer and vendor payment terms are split approximately equal between net 30 days and discountable terms. Discounts are generally one percent for payment within ten days. Inventory levels reflect a reasonable balance between raw material pricing and availability, and the Registrant's commitment to promptly fill customer orders. Backlogs are not a significant factor in the industries in which the Registrant operates; most orders placed with the Registrant are for delivery within 90 days or less.
The Registrant owns patents, licenses, trademarks, and trade names on its products. The loss of any or all patents, licenses, trademarks, or trade names would not have a materially adverse effect on the Registrant's results as a whole or either of its segments. The business of each of the segments is not seasonal to any significant extent.
The Registrant's business activities are organized around its two principal business segments, Flexible Packaging and Pressure Sensitive Materials. Both internal and external reporting conform to this organizational structure. Subdivisions within each principal business segment are identified to facilitate operating controls and responsibilities. Aggregated subdivisions within the Flexible Packaging segment are high barrier products, polyethylene products, and paper products. A summary of the Registrant's business activities reported by its two business segments follows:
Flexible Packaging
The Registrant and its subsidiaries manufacture a broad range of consumer and industrial packaging consisting of high barrier products, polyethylene products, and paper products.
High barrier products include flexible polymer film structures and barrier laminates for food, medical, and personal care products utilizing controlled and modified atmosphere packaging, with value added through printing. Primary markets are processed meat, liquids, snacks, cheese, coffee, condiments, candy, and medical packaging. Additional products include blown and cast stretchfilm products, carton sealing tapes and application equipment, and custom thermoformed plastic packaging. Also included are electronically produced film color separations and engravings used in rotogravure and flexographic printing by the packaging industry. High barrier products accounted for 40 percent, 39 percent, and 36 percent of consolidated net sales for the years 1999, 1998, and 1997, respectively.
2
Polyethylene products consists of monolayer and co-extruded films which have been flexographically printed and converted to bags or roll stock for bakery products, seed, retail, lawn and garden, ice, fresh and frozen produce, candy, sanitary products, and disposable diapers; printed shrink overwrap for the food and beverage industry; extruded products including wide width sheeting, bags on a roll, balers, and shrink pallet covers. Polyethylene products accounted for 25 percent, 25 percent, and 25 percent of consolidated net sales for the years 1999, 1998, and 1997, respectively.
Paper products is made up of multiwall and small paper bags, balers, printed paper roll stock, and bag closing materials for dry pet food and agricultural/chemical products. Flexographic and rotogravure printing are enhanced with in-line overlaminating capabilities. Innovations in bag constructions include inner-ply laminations of odor, grease, and moisture barriers in addition to easy-open, reclosable, and convenient handle features. Primary markets include pet products, seed, chemicals, dairy products, fertilizers, feed, minerals, flour, rice, and sugar. Sales of paper products accounted for 10 percent, 10 percent, and 12 percent of consolidated net sales for the years 1999, 1998, and 1997, respectively.
Pressure Sensitive Materials
The Registrant through its subsidiaries manufacture pressure sensitive materials such as sheet printing products, roll label products, technical products, and graphic films. Pressure Sensitive Materials accounted for 25 percent, 26 percent, and 26 percent of consolidated net sales for the years 1999, 1998, and 1997, respectively.
Sheet printing products are pressure sensitive adhesive coated products sold primarily through distributors to printers for use in point-of-purchase, advertising, display, and promotional materials. Roll label products include narrow-web rolls of pressure sensitive film, paper, and metalized film printing stocks used in high-speed printing and die-cutting of primary package labeling, secondary or promotional decoration, and for high-speed, high-volume data processing (EDP) stocks, bar code inventory control labels, and numerous laser printing applications.
Technical products are pressure sensitive materials that are technically engineered for performance in varied industrial applications. They include micro-thin film adhesives used in delicate electronic parts assembly and pressure sensitives utilizing foam and tape based stocks to perform fastening and mounting functions. Graphic films include pressure sensitive films used for decorative signage through computer-aided plotters and screen printers, and photographic overlaminate and mounting materials including optically clear films with built-in UV inhibitors.
Marketing, Distribution, and Competition
While the Registrant's sales are made through a variety of distribution methods, more than 90 percent of each segment's sales are made by the Registrant's direct sales force. Sales offices and plants are located throughout the United States, Canada, United Kingdom, Continental Europe, Scandinavia, Asia Pacific, South America, and Mexico to provide prompt and economical service to more than 30,000 customers. The Registrant's technically trained sales force is supported by product development engineers, design technicians, and a customer service organization.
No single customer accounts for ten percent or more of the Registrant's total sales. Furthermore, the loss of one or a few major customers would not have a material adverse effect on the Registrant's operating results. Nevertheless, business agreements with large customers commit a large portion of the manufacturing capacity for a few individual manufacturing sites. Any change in the business arrangement would typically occur over a period of time, which would allow for an orderly transition for both the Registrant's manufacturing site and customer.
The major markets in which the Registrant sells its products are highly competitive. Areas of competition include price, innovation, quality, and service. This competition is significant as to both the
3
size and the number of competing firms. Major competitors in the Flexible Packaging segment include Pechiney, Printpack, Inc., Sealed Air Corporation, Lawson Mardon Group Limited, Rexam plc., Sonoco Products Company, Amcor Ltd, Huntsman Packaging Corporation, Smurfit-Stone Container Corporation, International Paper Company, and Southern Bag Corporation. In the Pressure Sensitive Materials segment major competitors include Avery Dennison Corporation, Flexcon Co., Inc., Minnesota Mining and Manufacturing Company, Jackstadt GmbH (Germany), and UPM-Kymmene Corporation.
The Registrant considers itself to be a significant factor in the market niches it serves; however, due to the diversity of the Flexible Packaging and Pressure Sensitive Materials segments, the Registrant's precise competitive position in these markets is not reasonably determinable. Advertising is limited primarily to business and trade publications emphasizing the Registrant's product features and related technical capabilities and the individual problem-solving approach to customer problems.
Raw Materials
Plastic resins and films, paper, inks, and chemicals constitute the basic major raw materials. These are purchased from a variety of industry sources. While temporary shortages of raw materials may occur occasionally, these items are currently readily available.
Research and Development Expense
Research and development expenditures were as follows:
| |
1999 |
1998 |
1997 |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Flexible Packaging | $ | 7,604,000 | $ | 6,504,000 | $ | 7,212,000 | |||
| Pressure Sensitive Materials | 4,080,000 | 5,720,000 | 4,800,000 | ||||||
| Total | $ | 11,684,000 | $ | 12,224,000 | $ | 12,012,000 | |||
The 1997 sale of machinery manufacturing operations continued to affect the 1998 comparison for Flexible Packaging reversing in 1999 with increased expenditures principally for high barrier products. Increased 1998 expenditures at U.S. Pressure Sensitive Materials operations during the transition to more focused plants was not repeated in 1999 as well as resulted in 1999 costs reduction.
Environmental Control
Compliance with federal, state, and local provisions which have been enacted or adopted regulating discharges of materials into the environment or otherwise relating to the protection of the environment, is not expected to have a material effect upon the capital expenditures, earnings, and competitive position of the Registrant and its subsidiaries.
Properties utilized by the Registrant and its subsidiaries at December 31, 1999, were as follows:
Flexible Packaging
The Registrant has 36 manufacturing plants located in 14 states and six foreign countries, of which 30 are owned directly by the Registrant or its subsidiaries and six are leased from outside parties. Leases generally provide for minimum terms of two to 20 years and have one or more renewal options. The initial terms of leases in effect at December 31, 1999, expire between 2001 and 2010.
4
Pressure Sensitive Materials
The Registrant has ten manufacturing plants located in five states and three foreign countries, of which eight are owned directly by the Registrant or its subsidiaries and two are leased from outside parties. Leases generally provide for minimum terms of five years and have one or more renewal options. The initial terms of leases in effect as of December 31, 1999, expire in 2004.
Corporate
The executive offices of the Registrant, which are leased, are located in Minneapolis, Minnesota. The Registrant considers its plants and other physical properties to be suitable, adequate, and of sufficient productive capacity to meet the requirements of its business. The manufacturing plants operate at varying levels of capacity depending on the type of operation and market conditions.
The Registrant is involved in a number of lawsuits incidental to its business, including environmental related litigation, the most active of which is discussed in the following paragraph. Although it is difficult to predict the ultimate outcome of these cases, management believes, based on consultation with counsel, that any ultimate liability would not have a material adverse effect upon the Registrant's financial condition or results of operations.
In December 1996, the United States brought an action in Federal District Court for the District of Columbia against the Registrant and its wholly owned subsidiary, "Pervel Industries." From 1961 to 1973 Pervel disposed of liquid industrial wastes at the Yaworski Lagoon site in Canterbury, Connecticut. Pervel entered into a consent decree with the United States in 1990 guaranteed by the Registrant regarding the clean up of the Lagoon. The United States alleges that neither Pervel nor the Registrant has fulfilled its obligations under the consent decree or guarantee. The Registrant believes both it and Pervel have fulfilled all such obligations and that both have meritorious defenses to all allegations brought by the government. Notwithstanding these allegations and meritorious defenses, the parties have reached a tentative agreement, subject to administrative and judicial approval. The settlement will require an additional $3.0 million expenditure by the Registrant, which has been provided for by December 31, 1999.
The Registrant is a potentially responsible party (PRP) in approximately twelve superfund sites around the United States. In substantially all cases, the Registrant is a "de minimis" PRP and has negotiated a position as such. The Registrant has reserved an amount that it believes to be adequate to cover its exposure.
ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of 1999.
ITEM 5—MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item appearing on pages 1 and 9 of the accompanying 1999 Annual Report to Shareholders is expressly incorporated by reference in this Form 10-K Annual Report.
ITEM 6—SELECTED FINANCIAL DATA
The information required by this item appearing on pages 2 and 10 of the accompanying 1999 Annual Report to Shareholders is expressly incorporated by reference in this Form 10-K Annual Report.
5
ITEM 7—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item appearing on pages 3 to 9 of the accompanying 1999 Annual Report to Shareholders is expressly incorporated by reference in this Form 10-K Annual Report.
ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this item appearing on page 35 of the accompanying 1999 Annual Report to Shareholders is expressly incorporated by reference in this Form 10-K Annual Report.
ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated January 21, 2000, and the quarterly data appearing on pages 11 to 37 of the accompanying 1999 Annual Report to Shareholders are expressly incorporated by reference in this Form 10-K Annual Report. With the exception of the aforementioned information and the information incorporated in items 1, 5, 6, 7, and 7A of this Form 10-K, the 1999 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required to be submitted in response to this item with respect to directors is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 1999 and such information is expressly incorporated herein by reference.
The following sets forth the name, age, and business experience for at least the last five years of the principal executive officers of the Registrant. Each officer has been an employee of the Registrant for the last five years and the positions described relate to positions with the Registrant.
| Name |
Age |
Positions Held |
Period The Positions Were Held |
|||
|---|---|---|---|---|---|---|
| Jeffrey H. Curler | 49 | President and Chief Operating Officer President Executive Vice President Chairman—Curwood, Inc.(1) President—Curwood, Inc.(1) Various positions within the Registrant |
1998 to present 1996 to 1998 1991 to 1995 1995 to 1998 1982 to 1995 1973 to 1982 |
|||
| Benjamin R. Field, III | 61 | Senior Vice President, Chief Financial Officer and Treasurer Vice President and Treasurer Various positions within the Registrant |
1992 to present 1982 to 1992 1963 to 1982 |
|||
| Stanley A. Jaffy | 51 | Vice President—Tax and Assistant Controller Corporate Director of Tax |
1998 to present 1987 to 1998 |
6
| Scott W. Johnson | 59 | Senior Vice President, General Counsel and Secretary Vice President—General Counsel and Secretary Various positions within the Registrant |
1992 to present 1988 to 1992 1975 to 1978 |
|||
| Robert F. Mlnarik | 58 | Vice Chairman Executive Vice President President and Chief Executive Officer—Morgan Adhesives Co.(2) Various positions within the Registrant |
1996 to Feb. 2000 1991 to 1995 1987 to Feb. 2000 1972 to 1987 |
|||
| John H. Roe | 60 | Chairman and Chief Executive Officer President and Chief Executive Officer Various positions within the Registrant |
1996 to present 1990 to 1995 1964 to 1990 |
|||
| Thomas L. Sall | 55 | Vice President—Operations President—Bemis Flexible Packaging(5) President—Bemis Flexible Plastic Packaging(4) President—Curwood Group(3) President—Curwood, Inc.(1) President—Milprint, Inc.(3) Various positions within the Registrant |
1997 to present 1999 to present 1998 to 1999 1997 to 1998 1995 to 1997 1992 to 1995 1979 to 1992 |
|||
| Lawrence E. Schwanke | 59 | Vice President—Human Resources Various positions within the Registrant |
1990 to Mar. 2000 1970 to 1990 |
|||
| Eugene H. Seashore, Jr. | 50 | Vice President—Human Resources Vice President—Purchasing Curwood, Inc.(1) Vice President—Human Resources Polyethylene Packaging Division of the Registrant Vice President—Bakery Operations Polyethylene Packaging Division of the Registrant Vice President—General Manager, North America, Perfecseal, Inc.(6) Various positions within the Registrant |
Mar. 2000 to present Jul. 1999 to Feb. 2000 Jan. 1999 to Jun. 1999 1997 to 1998 1995 to 1997 1980 to 1995 |
|||
| Gene C. Wulf | 49 | Vice President and Controller Vice President and Assistant Controller Senior Vice President—Finance and Information Technology—Curwood, Inc.(1) Vice President—Finance and Informational Services—Curwood, Inc.(1) Various positions within the Registrant |
1998 to present 1997 to 1998 1995 to 1997 1987 to 1995 1975 to 1987 |
7
ITEM 11—EXECUTIVE COMPENSATION
The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 1999, and such information is expressly incorporated herein by reference.
ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 1999, and such information is expressly incorporated herein by reference.
ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required to be submitted in response to this item is omitted because a definitive proxy statement containing such information will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 1999, and such information is expressly incorporated herein by reference.
8
ITEM 14—EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(1) Financial Statements:
| |
Pages in Annual Report* |
|
|---|---|---|
| Report of Independent Accountants | 13 | |
| Consolidated Statement of Income for the Three Years Ended December 31, 1999 | 13 | |
| Consolidated Balance Sheet at December 31, 1999 and 1998 | 14-15 | |
| Consolidated Statement of Cash Flows for the Three Years Ended December 31, 1999 | 16-17 | |
| Consolidated Statement of Stockholders' Equity for the Three Years Ended December 31, 1999 | 18 | |
| Notes to Consolidated Financial Statements | 19-37 |
(2) Financial Statement Schedules for Years 1999, 1998, and 1997
| |
Pages in Form 10-K |
|
|---|---|---|
| Report of Independent Accountants on Financial Statement Schedules for the Three Years Ended December 31, 1999 | 11 | |
| Schedule II—Valuation and Qualifying Accounts and Reserves | 14 |
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(3) Exhibits
The following documents are filed as part of this report:
| 3 | (a) | Restated Articles of Incorporation of the Registrant, as amended.(1) |
| 3 | (b) | By-Laws of the Registrant, as amended through July 7, 1992.(2) |
| 3 | (c) | Amendment to the By-Laws of the Registrant dated October 29, 1998.(3) |
| 4 | (a) | Rights Agreement, dated as of July 29, 1999, between the Registrant and Norwest Bank Minnesota, National Association.(4) |
| 4 | (b) | Form of Indenture dated as of June 15, 1995, between the Registrant and First Trust National Association, as Trustee.(5) |
| 10 | (a) | Bemis Company, Inc. 1987 Amended and Restated Stock Option Plan as of October 29, 1999.*(6) |
| 10 | (b) | Bemis Company, Inc. 1994 Stock Incentive Plan, Amended and Restated as of August 4, 1999.*(7) |
| 10 | (c) | Bemis Company, Inc. Form of Management Contract with the Chief Executive Officer and other Executive Officers.*(6) |
9
| 10 | (d) | Bemis Retirement Plan, Amended and Restated as of August 4, 1999.*(7) |
| 10 | (e) | Bemis Company, Inc. Supplemental Retirement Plan, Amended and Restated as of October 29, 1999.*(6) |
| 10 | (f) | Bemis Executive Officer Incentive Plan as of October 29, 1999.*(6) |
| 10 | (g) | Bemis Company, Inc. Long Term Deferred Compensation Plan, Amended and Restated as of August 4, 1999.*(7) |
| 10 | (h) | Bemis Company, Inc. 1997 Executive Officer Performance Plan.*(1) |
| 10 | (i) | Amended and Restated Credit Agreement among the Registrant, the Banks Listed therein and Morgan Guaranty Trust Company of New York, as Agent, originally dated as of August 1, 1986, Amended and Restated in Composite Copy as of August 2, 1999.(6) |
| 13 | 1999 Annual Report to shareholders. | |
| 21 | Subsidiaries of the Registrant. | |
| 23 | Consent of PricewaterhouseCoopers LLP | |
| 27 | Financial Data Schedule (EDGAR electronic filing only). |
10
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of Bemis Company, Inc.:
Our audits of the consolidated financial statements referred to in our report dated January 21, 2000, appearing in the Annual Report to Shareholders of Bemis Company, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 14(a) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
| /s/ PricewaterhouseCoopers LLP | ||
| PricewaterhouseCoopers LLP |
Minneapolis,
Minnesota
January 21, 2000
11
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BEMIS COMPANY, INC. | ||||||
| By |
|
/s/ BENJAMIN R. FIELD, III Benjamin R. Field, III Senior Vice President, Chief Financial Officer and Treasurer |
|
By |
|
/s/ GENE C. WULF Gene C. Wulf Vice President and Controller |
| Date March 17, 2000 |
|
Date March 17, 2000 |
||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| /s/ JEFFREY H. CURLER Jeffrey H. Curler President, Chief Operating Officer and Director |
|
/s/ WINSLOW H. BUXTON Winslow H. Buxton Director |
| Date March 17, 2000 |
|
Date March 17, 2000 |
| /s/ JOHN H. ROE John H. Roe Chairman and Chief Executive Officer; Director |
|
/s/ LORING W. KNOBLAUCH Loring W. Knoblauch Director |
| Date March 17, 2000 |
|
Date March 17, 2000 |
| /s/ ROBERT A. GREENKORN Robert A. Greenkorn Director |
|
/s/ ANGUS WURTELE C. Angus Wurtele Director |
| Date March 17, 2000 |
|
Date March 17, 2000 |
12
| Exhibit |
Description |
Form of Filing |
||
|---|---|---|---|---|
| 3(a) | Restated Articles of Incorporation of the Registrant, as amended.(1) | |||
| 3(b) | By-Laws of the Registrant, as amended through July 7, 1992.(2) | |||
| 3(c) | Amendment to the By-Laws of the Registrant dated October 29, 1998.(3) | |||
| 4(a) | Rights Agreement, dated as of July 29, 1999, between the Registrant and Norwest Bank Minnesota, National Association.(4) | |||
| 4(b) | Form of Indenture dated as of June 15, 1995, between the Registrant and First Trust National Association, as Trustee.(5) | |||
| 10(a) | Bemis Company, Inc. 1987 Amended and Restated Stock Option Plan as of October 29, 1999.*(6) | |||
| 10(b) | Bemis Company, Inc. 1994 Stock Incentive Plan, Amended and Restated as of August 4, 1999.*(7) | |||
| 10(c) | Bemis Company, Inc. Form of Management Contract with the Chief Executive Officer and other Executive Officers.*(6) | |||
| 10(d) | Bemis Retirement Plan, Amended and Restated as of August 4, 1999.*(7) | |||
| 10(e) | Bemis Company, Inc. Supplemental Retirement Plan, Amended and Restated as of October 29, 1999.*(6) | |||
| 10(f) | Bemis Executive Officer Incentive Plan as of October 29, 1999.*(6) | |||
| 10(g) | Bemis Company, Inc. Long Term Deferred Compensation Plan, Amended and Restated as of August 4, 1999.*(7) | |||
| 10(h) | Bemis Company, Inc. 1997 Executive Officer Performance Plan.*(1) | |||
| 10(i) | Amended and Restated Credit Agreement among the Registrant, the Banks Listed therein and Morgan Guaranty Trust Company of New York as Agent, originally dated as of August 1, 1986, Amended and Restated in Composite Copy as of August 2, 1999.(6) | |||
| 13 | 1999 Annual Report to Shareholders. | Filed Electronically | ||
| 21 | Subsidiaries of the Registrants. | Filed Electronically | ||
| 23 | Consent of PricewaterhouseCoopers LLP. | Filed Electronically | ||
| 27 | Financial Data Schedule (EDGAR electronic filing only). | Filed Electronically |
13
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(in thousands of dollars)
| |
Years Ended December 31, |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Balance at Beginning of Year |
Additions Charged to Profit & Loss |
Write- Offs |
Other |
Balance at Close of Year |
||||||||||
| INVENTORY RESERVES | |||||||||||||||
| 1999 | $ | 6,289 | $ | 9,503 | $ | (7,807 | ) | $ | 7,985 | ||||||
| 1998 | $ | 5,562 | $ | 8,453 | $ | (7,726 | ) | $ | 6,289 | ||||||
| 1997 | $ | 8,199 | $ | 7,886 | $ | (9,093 | ) | $ | (1,430 | )(1) | $ | 5,562 | |||
| RESERVES FOR DOUBTFUL ACCOUNTS AND ALLOWANCES |
|||||||||||||||
| 1999 | $ | 12,863 | $ | 8,706 | $ | (8,368 | )(1) | $ | 13,201 | ||||||
| 1998 | $ | 12,111 | $ | 2,073 | $ | (1,321 | )(2) | $ | 12,863 | ||||||
| 1997 | $ | 11,632 | $ | 1,191 | $ | (1,302 | )(3) | $ | 590 | (4) | $ | 12,111 | |||
14
BEMIS COMPANY, INC.
222 South Ninth Street, Suite 2300
Minneapolis, Minnesota
55402-4099
(612) 376-3000
Benjamin
R. Field, III
Senior Vice President, Chief
Financial Officer and Treasurer
Robert
F. Kleiber
Director of Investor Relations
15
|
|