SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from _______ to _______
Commission file number 1-3203
SALARIED EMPLOYEES' STOCK PURCHASE PLAN
CHESAPEAKE CORPORATION
1021 East Cary Street
P. O. Box 2350
Richmond, Virginia 23218-2350<PAGE>
SALARIED EMPLOYEES' STOCK PURCHASE PLAN
Administration of the Plan:
The Plan is administered by the Salaried Employees' Stock
Purchase Plan Committee (the "Committee") under the direction of
the Board of Directors of Chesapeake Corporation (the
"Corporation"). The present members of the Committee, of which
Thomas A. Smith is Chairman, are:
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 Vice President, Secretary & General Counsel of
the Corporation.
(3)Mr. Kohut is Vice President - Finance & Chief Financial
Officer of the Corporation.
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:
Salaried Employees' Stock Purchase Plan:
Balance Sheet
Statement of Changes in Plan Equity
(b) Exhibits:
24.1 Consent of Coopers & Lybrand
2
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.
SALARIED EMPLOYEES' STOCK PURCHASE PLAN
By: \s\ Thomas A. Smith
Thomas A. Smith,
Chairman of the Committee
September 28,1994
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Report of Independent Accountants
To the Salaried Employees' Stock
Purchase Plan Committee:
We have audited the balance sheet of the Salaried Employees'
Stock Purchase Plan (the "Plan") of Chesapeake Corporation and
participating subsidiaries as of June 30, 1994 and 1993, and the
related statement of changes in plan equity for each of the three
fiscal years in the period ended June 30, 1994. 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 June 30, 1994 and 1993, and the changes in plan
equity for each of the three fiscal years in the period ended
June 30, 1994, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
August 18, 1994
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<TABLE>
BALANCE SHEET
June 30, 1994 and 1993
<CAPTION>
1994 1993
<S> <C> <C>
Asset:
Funds held by Chesapeake Corporation
and participating subsidiaries
(Note 3) $ 11,789 $ 8,913
Plan equity $ 11,789 $ 8,913
</TABLE>
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<TABLE>
STATEMENT OF CHANGES IN PLAN EQUITY
for the fiscal years ended June 30, 1994, 1993 and 1992
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Contributions (Note 5):
Employees $1,904,736 $1,827,213 $1,725,650
Employer: $560,434 in 1994,
$536,308 in 1993, and $503,655
in 1992; less withheld taxes of
$219,072, $166,838 and $156,482,
respectively 341,362 369,470 347,173
2,246,098 2,196,683 2,072,823
Net transfers from Hourly Employees'
Stock Purchase Plan 9,818 6,434 3,364
2,255,916 2,203,117 2,076,187
Deductions:
Purchase and distribution
to participants of 86,439
shares in 1994 ($25.5188
per share),116,187 shares
in 1993 ($18.575 per share),
and 87,456 shares in 1992
($23.1375 per share)of common
stock of Chesapeake Corporation
(Note 1) 2,205,820 2,158,176 2,023,513
Refunds to employees withdrawing
from the Plan attributable to:
Employees' contributions for the
year 46,362 45,829 50,163
Employees' account balances at
beginning of year 858 983 994
2,253,040 2,204,988 2,074,670
Increase (decrease) in plan
equity 2,876 (1,871) 1,517
Plan equity, beginning of
year 8,913 10,784 9,267
Plan equity, end of year $ 11,789 $ 8,913 $ 10,784
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
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NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
In 1974, the stockholders of Chesapeake Corporation (the
"Corporation") approved the Salaried Employees' Stock Purchase
Plan (the "Plan") and reserved a total of 1,350,000 shares of the
Corporation's common stock for sale to eligible full-time
salaried employees of the Corporation and participating
subsidiaries (the "Employer"). In June 1987, the Corporation
reserved an additional 600,000 shares of its common stock for
sale to participants of the Plan, which increased the shares
reserved for the Plan to 1,950,000 shares. In March 1994, the
Corporation reserved an additional 750,000 shares of its common
stock for sale to participants of the Plan after July 1, 1994.
Participants in the Plan are permitted to invest up to 5% of
their basic compensation. The Employer contributes to the Plan,
as of the end of the Plan Year (June 30), an amount equal to 30%
of the participant's contribution reduced by amounts required to
be withheld under income tax, F.I.C.A. 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.
As of June 30, 1994, 1,837,559 shares (86,439 shares in the
current year and 1,751,120 in prior years) of the Corporation's
common stock had been issued under the Plan and 112,441 shares
were available for future issuance.
2. Plan Year:
The fiscal year of the Plan (the "Plan Year") ends each June 30.
Beginning March 31, 1995, the Plan year will end each March 31.
3. 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.
4. Taxes and Expenses:
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.
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<TABLE>
NOTES TO FINANCIAL STATEMENTS, Continued
<CAPTION>
5. Contributions to the Plan:
Contributions (net of withheld taxes) were as follows:
1994 1993 1992
Employer Employees Employer Employees Employer Employees
<S> <C> <C> <C> <C> <C> <C>
Chesapeake Corporation $ 23,177 $ 126,930 $ 26,191 $ 127,445 $ 27,276 $ 130,029
Subsidiaries:
Delmarva, Properties, Inc. 1,788 9,370 1,252 6,135 1,252 4,778
Stonehouse, Inc. 942 4,796 362 1,758 375 1,670
Wisconsin Tissue Mills Inc. 55,343 306,818 57,213 286,594 48,223 242,853
Chesapeake Consumer
Products Company 10,675 65,996 13,885 77,839 15,741 81,088
Chesapeake Packaging Co. 125,822 699,281 130,942 639,495 117,810 593,159
Chesapeake Forest Products
Company 20,819 124,693 26,562 133,464 29,415 146,955
Chesapeake Paper Products
Company 101,504 560,252 111,636 547,995 105,709 518,885
Chesapeake Resources
Company 1,292 6,600 1,427 6,488 1,372 6,233
Totals $ 341,362 $1,904,736 $ 369,470 $1,827,213 $ 347,173 $1,725,650
</TABLE>
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EXHIBIT 24.1
Consent of Coopers & Lybrand L.L.P.
We consent to the incorporation by reference in the registration
statement on Form S-8 for the Salaried Employees' Stock Purchase
Plan (File No. 33-14926) of our report dated August 18, 1994 on
our audits of the balance sheet of the Salaried Employees' Stock
Purchase Plan of Chesapeake Corporation and participating
subsidiaries as of June 30, 1994 and 1993, and the related
statement of changes in plan equity for each of the three fiscal
years in the period ended June 30, 1994, which report is included
in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
September 26, 1994
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