SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3203
CHESAPEAKE CORPORATION
Incorporated under the laws I.R.S. Employer
of Virginia Identification No. 54-0166880
1021 East Cary Street
P. O. Box 2350
Richmond, Virginia 23218-2350
Telephone Number (804) 697-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, par value $1 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
The aggregate market value on February 13, 1996, of the voting stock held
by non-affiliates of the registrant was $642 million. In determining this
figure, the registrant has assumed that all of its directors and officers are
affiliates. This assumption shall not be deemed conclusive for any other
purpose.
23,360,048 shares of the registrant's common stock, par value $1, were
outstanding as of February 13, 1996.
Portions of the registrant's Annual Report to Stockholders for the year
ended December 31, 1995 are incorporated in Parts I, II and IV by reference.
Portions of the registrant's definitive Proxy Statement for the annual
meeting of stockholders to be held on April 24, 1996, are incorporated in
Part III by reference. PART I
Item 1. Business
GENERAL
Chesapeake Corporation, a Virginia corporation organized in 1918, is a
packaging and paper company, whose primary businesses include packaging,
tissue and kraft products. Our operating businesses include: Chesapeake
Packaging Co. (point-of-sale displays, graphic packaging and corrugated
shipping containers); Wisconsin Tissue Mills Inc. (commercial and industrial
tissue products); Chesapeake Paper Products Company and Chesapeake Forest
Products Company (kraft products, building products and woodlands
operations); and Delmarva Properties, Inc. and Stonehouse Inc. (land
development).
Chesapeake competes in the large, capital-intensive paper and forest
products industry. Until the mid 1980s, Chesapeake's products were primarily
kraft commodity products manufactured by Chesapeake Paper Products. In
commodity markets, selling prices are controlled by total market supply and
demand. Success in these markets hinges on maximizing production and
minimizing operating costs. Selling prices and profits for commodity
products are typically cyclical and tend to follow general economic
conditions.
During the past several years, Chesapeake has pursued a strategy of
focusing on specialty products in markets that management believes have
growth potential or in which the Company has or may be able to achieve
competitive advantages. The Company's strategy for success with its
specialty products is to utilize its recycling expertise creatively, to
differentiate itself from its competition by manufacturing products which are
distinctive and to utilize its superior ability to respond to customers'
requirements. Management believes this strategy allows the Company to
achieve less cyclical and greater profits than with commodity products and to
better utilize Chesapeake's strengths. During 1995, sales of specialty
products were more than 60% of Chesapeake's total sales. During the three
years prior to 1994, low selling prices for commodity products offset much of
the benefit derived from specialty product sales. In 1994 and 1995, sales
prices for the paper industry recovered significantly. See "Financial Review
1993-1995" of the Company's 1995 Annual Report to Stockholders (the "1995
Annual Report"), incorporated herein by reference.
Because we understand the service needs of our customers, we
believe we are able to provide quality products quickly and efficiently. Our
decentralized management style allows quick and creative decision making.
Our operations are designed to be flexible to changing customer demands and
business conditions.
Chesapeake's businesses are managed to generate cash flow and earn an
acceptable long-term return on investment for stockholders.
Our manufacturing and converting processes are capital intensive;
property, plant and equipment, including timber and timberlands, comprise
approximately 68% of our total assets. Our tissue and kraft products
operations require major investments in paper machines, fiber preparation
equipment and converting equipment. In 1992, the Company completed an eight-
year $600 million capital spending program for machinery, equipment and new
technology to increase production of specialty products while reducing the
Company's emphasis on commodity products such as brown paperboard and
bleached hardwood pulp. About one-half of these expenditures were for paper
machine projects for our tissue and kraft products businesses. Included in
the program was a $100 million project for a recovery boiler, evaporators
and related equipment for our kraft products business. In 1995, we expanded
our tissue business with the acquisition of two paper mills, and the
announcement of plans for two more converting facilities, in keeping with our
strategic goals and customer requirements. Growth in our packaging segment
continued with the successful start-up of a new plant in California in 1995,
and the announcement of plans for a new facility in Mississippi to begin
operation in 1996. Capital expenditures intended to enhance efficiency, and
to improve product quality and productivity were made at one-half of our
existing packaging facilities during 1995.
Our businesses are grouped into three major segments: packaging, tissue
and kraft products. The information presented in "Notes to Consolidated
Financial Statements, Note 14 - Business Segment Information" of the 1995
Annual Report is incorporated herein by reference. Information with respect
to the Company's working capital practices is set forth under the caption
"Financial Review 1993-1995, Liquidity and Capital Structure" of the 1995
Annual Report and is incorporated herein by reference. Information regarding
the Company's anticipated capital spending is set forth under the caption
"Financial Review 1993-1995, Capital Expenditures" of the 1995 Annual Report
and is incorporated herein by reference.
PACKAGING
Chesapeake Packaging Co.
Chesapeake Packaging has three marketing thrusts: point-of-sale
displays, graphic packaging and corrugated shipping containers.
We believe that our packaging group is a leader in serving the point-of-
sale display and specialty packaging needs of major national consumer
products companies. Through a network of regional sales and design offices,
the point-of-sale group, Chesapeake Display and Packaging Company, provides
creative design services to our customers to meet their promotional and
permanent display needs. Our manufacturing facilities utilize modern
production, assembly and packaging processes to meet our customers' stringent
quality and shipment demands. We have two strategically located point-of-sale
display and specialty packaging manufacturing plants and three custom
packing plants which provide service to customers throughout the United
States. An additional custom packing plant in Memphis is scheduled to begin
operation in 1996. Also, Chesapeake recently announced the planned
acquisition of the Display Division of Dyment Limited, with operations in
Erlanger, Kentucky, and Toronto, Canada.
Our Color-Box subsidiary, the fastest growing area of our packaging
segment, supplies graphic packaging to customers nationwide that require
attractive full litho-laminated retail packaging. The final phase of a $13
million expansion project to double the capacity of this business was
completed in 1993. In January 1994, Chesapeake Packaging acquired Lawless
Holding Corporation, which included Lawless Packaging and Display, a graphic
packaging plant in Buffalo, New York, which is now operated as the Buffalo
division of Color-Box. Our new graphic packaging plant in Visalia,
California, began operation late in the second quarter of 1995. In addition,
in late 1995 Color-Box announced plans for a fourth graphic packaging
facility, to be located in Pelahatchie, Mississippi, which is scheduled to
begin operation by mid-year 1996.
Eleven corrugated shipping container plants located in seven states
manufacture corrugated boxes and specialty packaging for customers within
each plant's geographic area. The raw materials for the packaging plants
include paperboard and corrugating medium (purchased both from independent
suppliers and from Chesapeake Paper Products) that are converted to make the
walls of the packaging unit. Various converting equipment is used to print,
cut, slot and glue the container to customer specifications. The Lawless
acquisition in January 1994 included the Lawless Container Corporation
corrugated container plant in North Tonawanda, New York and corrugated sheet
plants in Scotia, New York; Le Roy, New York; and Madison, Ohio.
TISSUE
Chesapeake's tissue segment consists of Wisconsin Tissue, which produces
tissue for industrial and commercial markets. Chesapeake Consumer Products
Company, a converter of tissue products for the consumer market, was also
part of this segment until December 29, 1995, when it was sold to The Fonda
Group, Inc. of St. Albans, Vermont.
Wisconsin Tissue Mills Inc.
Wisconsin Tissue, acquired in 1985, manufactures napkins, tablecovers,
toweling, placemats, wipers and facial and bathroom tissue for commercial and
industrial markets at its paper mills in Menasha, Wisconsin; Flagstaff,
Arizona; and Chicago, Illinois. Wisconsin Tissue operates a converting
facility in Neenah, Wisconsin, and plans to begin operation in 1996 of two
new converting facilities at Bellemont, Arizona, and Greenwich, New York.
The 1995 addition of the paper mills in Arizona and Illinois is part of our
growth strategy of providing a full line of disposable products for the
commercial and industrial tissue markets, and increased primary tissue
production capacity by 90,000 tons per year, or approximately 50%. Our 2,200
products are found in full-menu and fast-food restaurants, hotels, motels,
clubs, health care facilities, schools and office locations and on airlines.
The raw material for the paper manufactured by Wisconsin Tissue is 100%
recovered paper. Seven paper machines manufacture base tissue stock that is
converted on over 100 specialized machines in Neenah, Wisconsin, with
additional converting machines scheduled to come on-line in 1996 at the new
facilities in Arizona and New York. The Company believes that its
computerized warehouse inventory and distribution systems give it an
advantage over many of its competitors in product shipping efficiency and
inventory control. Our tissue products are sold throughout the United States
and in Canada using our own sales force or brokers. Shipments by Wisconsin
Tissue were 235,000 tons in 1995, 217,000 tons in 1994 and 220,000 tons in
1993.
KRAFT PRODUCTS
Chesapeake's kraft products segment consists of Chesapeake Paper
Products Company, our kraft products operations, and Chesapeake Forest
Products Company, our woodlands and building products operations, both based
in West Point, Virginia. Chesapeake Building Products Company, a wholly-owned
subsidiary of Chesapeake Forest Products Company, was formed in 1993
with the merger of the company's lumber division and Chesapeake Wood
Treating Co.
Chesapeake Paper Products Company
Chesapeake Paper Products manufactures white top paperboard, which
accounts for approximately 90% of the total paperboard product mix, kraft
paperboard, kraft paper, corrugating medium and bleached hardwood pulp at its
mill located in West Point, Virginia. Paperboard and corrugating medium, the
outer and inner materials of a corrugated container, are sold to external and
company-owned container and packaging plants. Kraft paper is sold to
external converters to make bags and wrappings. Bleached hardwood pulp is
sold primarily to non-pulp producing paper manufacturers which manufacture
predominantly printing and writing paper. Most of our customers are located
in the eastern half of the United States, primarily in the mid-Atlantic and
northeastern states, where we have the advantage of lower freight costs
compared to many of our competitors. We also sell to international
customers, primarily in Europe, Asia and Canada. Our sales force markets
these products to integrated and independent converters and manufacturers.
During 1995, Chesapeake Paper Products completed the rebuild of the No.2
paper machine at the West Point, Va., mill. While lost production associated
with the rebuild reduced shipments for 1995, the project increased the mill's
capacity by 70,000 tons per year while permitting a more profitable product
mix. Total shipments from the West Point mill were 769,000 tons in 1995,
850,000 tons in 1994 and 798,000 tons in 1993.
In 1995, approximately 68% of the raw material for products manufactured
by our kraft products mill was virgin wood fiber, with the remainder being
recycled fiber recovered through our recycling system. Two company-owned
recycling centers collect recycled fiber for the mill, which has the capacity
to use 360,000 tons of recycled fiber annually. About 73% of the virgin wood
fiber used in 1995 was purchased from wood producers or independent
timberland owners and the rest was from company-owned timberlands. In
addition to our three paper machines and a market pulp machine, the West
Point facility includes wood storage, wood pulping, paper recycling and steam
and power generation equipment.
In recent years much emphasis has been placed on training, problem-solving
and employee involvement in all phases of the mill's operation.
These factors, as well as the installation of new equipment, have enabled the
mill to improve product quality and lower reject levels. A mill optimization
program is also in place to improve efficiency in the manufacturing process.
Chesapeake Forest Products Company, Woodlands Division
Chesapeake Forest Products, Woodlands Division, owns and actively
manages approximately 325,000 acres of timberland located in Virginia,
Maryland and Delaware. The primary objective of our woodlands operation is
to provide an adequate supply of wood at a competitive cost to the kraft
products mill located at West Point. Wood is delivered to our mill from our
company-owned lands and from independent landowners. Our foresters use
environmentally sound, modern forestry methods intended to ensure a long-term,
low-cost fiber supply. Our genetically superior pine seedlings, which
are used in our reforestation program on company-owned land and made
available to private landowners, grow quicker and provide higher quality,
more uniform fibers at the time of harvest than traditional seedlings. We
are actively utilizing natural reforestation techniques to generate new
hardwood timber stands on company-owned and privately held land. For more
than 25 years, Chesapeake has participated in research programs that have
improved the quality, disease resistance and growth rate of our planted
trees. In addition, in 1995 Chesapeake Forest Products Company pledged to
comply with new American Forest and Paper Association guidelines of conduct
that will govern the way we grow and nurture our forests, known as the
"Sustainable Forestry Initiative".
Chesapeake Building Products Company
Chesapeake Building Products operates four sawmills in Virginia and
Maryland, manufacturing pine and hardwood lumber. The raw materials are
provided both from company-owned timberlands and from other landowners. Our
sawmill products are sold by our own sales force to independent users.
Substantially all of the assets of the former Chesapeake Wood Treating
Co. were conveyed to Universal Forest Products, Inc. under lease and purchase
agreements in October 1993. Chesapeake Wood Treating Co. produced chemically
treated pine lumber for the home improvement and residential construction
markets.
OTHER BUSINESSES
Delmarva Properties, Inc. and Stonehouse Inc.
Delmarva Properties develops and markets land that has potential for
value greater than as timberland. Nearly all of Delmarva Properties' present
land inventory of approximately 8,500 acres was formerly timberland owned by
Chesapeake Forest Products. Delmarva Properties develops land in Virginia,
Maryland and Delaware primarily for residential housing. Sales also include
large lots and acreage for others to develop for both residential and
commercial uses. A major project involves the development of a mixed-use site
next to a proposed horse racing track in New Kent, Virginia.
Stonehouse Inc. is managing the planning for development of a new 7,400
acre planned community near Williamsburg, Va. Stonehouse Inc.'s pending
joint venture with Dominion Capital, Inc. will form a partnership for
development of the first residential phase of the planned community.
Significant sales are not anticipated for several more years. Most of
Stonehouse's land was formerly timberland owned by Chesapeake Forest
Products.
RAW MATERIALS
Most of the Company's raw materials are readily available at competitive
prices. Prices of recycled fiber, a major raw material, reached historic
highs in 1994 and early 1995, but moderated by year-end 1995. See "Financial
Review 1993-1995" of the 1995 Annual Report, incorporated herein by
reference.
ENVIRONMENTAL
The information presented under the caption "Financial Review 1993-1995,
Environmental" of the 1995 Annual Report is incorporated herein by reference.
EMPLOYEES
As of December 31, 1995, the Company had 5,305 employees. The Company
believes that its relations with its employees are good. In 1992, Wisconsin
Tissue and Chesapeake Paper Products entered into five-year collective
bargaining agreements with the unions representing employees at the mills in
Menasha, Wisc., and West Point, Va. During 1994, a five-year labor contract
extension was negotiated with the union representing employees at Chesapeake
Paper Products. During 1994 and 1995, Chesapeake Paper Products Company and
Chesapeake Forest Products Company implemented enhanced retirement programs
affecting both hourly and salaried employees at these operations. See
"Financial Review 1993-1995" of the 1995 Annual Report incorporated herein by
reference.
COMPETITION AND SEASONALITY
With its diversity of products, Chesapeake has many customers buying
different products and is not dependent on any single customer, or group of
customers, in any market segment. Longstanding relationships exist with many
of our customers who place orders on a continuing basis. Because of the
nature of our business, order backlog is not large. The third and fourth
quarters of each year are usually the highest in sales and earnings. Our
major businesses generally experience peak activity during the months of
August through October.
Competition is intense in all business segments from much larger
companies and from local and regional producers and converters. The Company
believes that competitive factors in our industry preclude a meaningful
estimate of the number of competitors and, except as noted, the Company's
relative competitive position. The Company does not have any appreciable
market share in commodity products, such as bleached hardwood pulp and brown
paperboard. For this reason, the Company has de-emphasized these products to
pursue specialty products that we believe will provide less pricing
volatility and increased profitability. We believe that, with our strengths
of customer service and competitive products, we are well positioned to
compete in these specialized markets.
RESEARCH AND DEVELOPMENT
In addition to forestry research programs, the Company conducts limited
continuing technical research and development projects relating to new
products and improvements of existing products and processes. Expenditures
for research and development activities are not material.
Item 2. Properties
At year-end 1995, Chesapeake manufactured or converted paper and wood
products at 40 facilities in 14 states. The information presented under
"Operating Managers and Locations" in the 1995 Annual Report is incorporated
herein by reference. The Company owns most of its production facilities,
which are well maintained and in good operating condition, and are utilized
at practical capacities that vary in accordance with product mixes, market
conditions and machine configurations.
Item 3. Legal Proceedings
The information presented in "Notes to Consolidated Financial
Statements, Note 10 - Litigation" of the 1995 Annual Report is incorporated
herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
None
Executive Officers of the Registrant
The name and age of each executive officer of the Company as of
February 13, 1996, together with a brief description of the principal
occupation or employment of each such person during the past five years, is
set forth below. Executive officers serve at the pleasure of the board of
directors and are elected at each annual organizational meeting of the board
of directors.
J. Carter Fox (56)
Chairman since 1994
Chief Executive Officer since 1980
President 1980-1995
Paul A. Dresser, Jr. (53)
President since 1995
Chief Operating Officer since 1991
Executive Vice President 1990-1995
Chief Financial Officer 1981-1991
Group Vice President-Finance & Administration 1984-1990
Thomas Blackburn (44)
Group Vice President-Kraft Products since 1991
President, Chesapeake Paper Products Company and
Chesapeake Forest Products Company since 1991
Kraft Products-Executive Vice President 1990-1991
General Manager, Crossett, Arkansas,
Georgia-Pacific Corporation 1988-1990
Andrew J. Kohut (37)
Group Vice President-Finance & Strategic Development since 1995
Chief Financial Officer since 1991
Vice President-Finance 1991-1995
President and General Manager, Color-Box, Inc. 1989-1991
William A. Raaths (49)
Group Vice President-Tissue Products since 1995
President-Wisconsin Tissue Mills Inc. since 1995
Executive Vice President- Wisconsin Tissue Mills Inc. 1994-1995
President, Chesapeake Consumer Products Company 1989-1994
Samuel J. Taylor (56)
Group Vice President-Packaging since 1988
President, Chesapeake Packaging Co. since 1988
J. P. Causey Jr. (52)
Senior Vice President, Secretary & General Counsel since 1986
Thomas A. Smith (49)
Vice President-Human Resources & Assistant Secretary since 1987
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The dividend and stock price information presented under the caption
"Recent Quarterly Results" of the 1995 Annual Report is incorporated herein
by reference. The Company's common stock is listed on the New York Stock
Exchange under the symbol - "CSK". As of February 29, 1996, there were 7,231
stockholders of record of the Company's common stock.
Item 6. Selected Financial Data
The information for the years 1991-1995 presented under the caption
"Eleven-Year Comparative Record" of the 1995 Annual Report is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation
The information presented under the caption "Financial Review 1993-1995"
of the 1995 Annual Report is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company and its
subsidiaries, including the notes thereto, and the information presented
under the caption "Recent Quarterly Results" of the 1995 Annual Report are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The information presented under the captions "Information Concerning
Nominees" and "Directors Continuing in Office" of the Company's definitive
Proxy Statement for the Annual Meeting of Stockholders to be held April 24,
1996 (the "1996 Proxy Statement") is incorporated herein by reference.
Item 11. Executive Compensation
The information presented under the captions "Compensation of Directors"
and "Executive Compensation" of the 1996 Proxy Statement (excluding, however,
the information presented under the subheadings "Compensation Committee
Report on Executive Compensation" and "Performance Graph") is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information presented under the caption "Security Ownership of
Certain Beneficial Owners and Management" of the 1996 Proxy Statement is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information presented under the caption "Certain Transactions" of
the 1996 Proxy Statement is incorporated herein by reference.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
a. Documents
(i) Financial Statements
The consolidated balance sheet of Chesapeake
Corporation and subsidiaries as of December 31, 1995
and 1994, and the related consolidated statements of
income and retained earnings and cash flows for each
of the three years in the period ended December 31,
1995, including the notes thereto, are presented in
the Company's 1995 Annual Report and are incorporated
herein by reference. The "Report of Independent
Accountants" as presented in the Company's 1995 Annual
Report, is incorporated herein by reference. With the
exception of the aforementioned information, and the
information incorporated by reference in numbered
Items 1, 2, 3, 5, 6, 7 and 8, no other data appearing
in the 1995 Annual Report is deemed to be "filed" as
part of this Form 10-K.
(ii) Financial Statement Schedules
No schedules are filed as part of this report because
they are not applicable or are not required.
(iii) Exhibits filed or incorporated by reference
The exhibits that are required to be filed or
incorporated by reference herein are listed in the
Exhibit Index found on pages 14-15 hereof. Exhibits
10.1-10.9 hereto constitute management contracts or
compensatory plans or arrangements required to be
filed as exhibits hereto.
b. Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CHESAPEAKE CORPORATION
(Registrant)
February 13, 1996 By /s/ CHRISTOPHER R BURGESS
Christopher R. Burgess
Controller
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 indicated.
By /s/ PAUL A. DRESSER, JR. By /s/ WALLACE STETTINIUS
Paul A. Dresser, Jr. Wallace Stettinius
Director; President & Director
Chief Operating Officer
By /s/ M. KATHERINE DWYER By
M. Katherine Dwyer John Hoyt Stookey
Director Director
By /s/ J. CARTER FOX By /s/ RICHARD G. TILGHMAN
J. Carter Fox Richard G. Tilghman
Chairman of the Board Director
of Directors; Chief
Executive Officer
By /s/ ROBERT L. HINTZ By /s/ JOSEPH P. VIVIANO
Robert L. Hintz Joseph P. Viviano
Director Director
By /s/ WILLIAM D. McCOY By /s/ HARRY H. WARNER
William D. McCoy Harry H. Warner
Director Director
By By /s/ ANDREW J. KOHUT
C. Elis Olsson Andrew J. Kohut
Director Group Vice President - Finance
& Strategic Development &
Chief Financial Officer
By /s/ JOHN W. ROSENBLUM By /s/ CHRISTOPHER R. BURGESS
John W. Rosenblum Christopher R. Burgess
Director Controller
By /s/ FRANK S. ROYAL
Frank S. Royal
Director
Each of the above signatures is affixed as of February 13, 1996. EXHIBIT INDEX
3.1 Articles of Incorporation (filed as Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989 and incorporated herein by reference)
3.2 Amended and Restated Bylaws (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995 and incorporated herein by reference)
4.1 Indenture, dated as of July 15, 1985, between the Registrant and
Sovran Bank, N.A., as Trustee (filed as Exhibit 4.1 to Form S-3
Registration Statement No. 33-30900 and incorporated herein by
reference)
4.2 First Supplemental Indenture, dated as of September 1, 1989, to
the Indenture dated as of July 15, 1985, between the Registrant
and Sovran Bank, N.A., as Trustee (filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed October 9, 1990,
and incorporated herein by reference)
4.3 Rights Agreement, dated as of March 15, 1988, between the
Registrant and Crestar Bank (filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated March 15, 1988,
and incorporated herein by reference)
4.4 Rights Agreement Amendment, dated as of August 24, 1992, between
the Registrant and Harris Trust and Savings Bank, as successor
rights agent (filed as Exhibit 4.4 to the Registrant's
Registration Statement on Form S-8, File No. 33-56473, and
incorporated herein by reference)
The registrant agrees to furnish to the Securities and Exchange Commission,
upon request, copies of those agreements defining the rights of holders of
long-term debt of the registrant and its subsidiaries that are not filed
herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K.
10.1 1987 Stock Option Plan (filed as Exhibit A to the Registrant's
definitive Proxy Statement for the Annual Meeting of
Stockholders held April 22, 1987 and incorporated herein by
reference)
10.2 Directors' Deferred Compensation Plan (filed as Exhibit VII to
the Registrant's Annual Report on Form 10-K for the year ended
December 28, 1980 and incorporated herein by reference)
10.3 Non-Employee Director Stock Option Plan (filed as Exhibit 4.1
to Form S-8 Registration Statement No. 33-53478 and incorporated
herein by reference)
10.4 Executive Supplemental Retirement Plan (filed as Exhibit VI to
the Registrant's Annual Report on Form 10-K for the year ended
December 28, 1980 and incorporated herein by reference)
10.5 Retirement Plan for Outside Directors (filed as Exhibit 10.9 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987 and incorporated herein by reference)
10.7 Chesapeake Corporation Salaried Employees' Benefits Continuation
Plan (filed as Exhibit 10.8 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1989 and
incorporated herein by reference)
10.8 Chesapeake Corporation Long-Term Incentive Plan (filed as
Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989 and incorporated herein by
reference)
10.9 Chesapeake Corporation 1993 Incentive Plan (filed as Exhibit 4.1
to Form S-8 Registration Statement No. 33-67384 and incorporated
herein by reference)
11.1 Computation of Net Income Per Share of Common Stock
13.1 Portions of the Chesapeake Corporation Annual Report to
Stockholders for the year ended December 31, 1995
21.1 Subsidiaries
23.1 Consent of Coopers & Lybrand L.L.P.
27.1 Financial Data Schedule
99.1 Form 11-K Annual Report, Hourly Employees' Stock Purchase Plan
for the plan fiscal year ended November 30, 1995
EXHIBIT 11.1
<TABLE>
CHESAPEAKE CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
for the three years ended December 31, 1995
(Share amounts in thousands, dollar amounts
in millions, except for per share amounts)
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Primary:
Weighted average number of common shares
outstanding 23,824 23,569 23,393
Net additions to common shares assuming
exercise of dilutive options,
determined by treasury stock method 227 206 38
Common shares and equivalents 24,051 23,775 23,431
Net income $93.4 $37.6 $10.4
Per share amount $3.88 $1.58 $ .44
Fully diluted:
Common shares and equivalents 24,051 23,775 23,431
Net additional common shares
issuable upon exercise of
dilutive options, determined
by treasury stock method using
year-end market price, if higher
than average price 5 28 27
Common shares, equivalents and other
potentially dilutive securities 24,056 23,803 23,458
Net income for fully diluted
computation $93.4 $37.6 $10.4
Per share amount (a) $3.88 $1.58 $ .44
NOTE: (a) Dilution is less than 3%.
</TABLE>
EXHIBIT 21.1
<TABLE>
SUBSIDIARY CORPORATIONS OF
CHESAPEAKE CORPORATION
December 31, 1995
<CAPTION>
State of
Name Incorporation
<S> <C>
Cary St. Company Delaware
Chesapeake Consumer Products Company Virginia
The Chesapeake Corporation of Virginia Virginia
Chesapeake Display and Packaging Company Iowa
Chesapeake Forest Products Company Virginia
Chesapeake Packaging Co. Virginia
Chesapeake Paper Products Company Virginia
Chesapeake Recycling Co. Virginia
Chesapeake Resources Company Virginia
Chesapeake Trading Corp. Virginia
Chesapeake Trading Company, Inc. U. S. Virgin Islands
Chesapeake Building Products Company Virginia
Color-Box, Inc. Indiana
Delmarva Properties, Inc. Virginia
Stonehouse Inc. Virginia
Wisconsin Tissue Mills Inc. Delaware
</TABLE>
EXHIBIT 23.1
Consent of Coopers & Lybrand L.L.P.
We consent to the incorporation by reference of our report dated January 24,
1996 on our audits of the consolidated financial statements of Chesapeake
Corporation and subsidiaries as of December 31, 1995 and 1994, and for each
of the three years in the period ended December 31, 1995, which report is
incorporated by reference in this Annual Report on Form 10-K, in the
following registration statements on Form S-8:
The Chesapeake Corporation of Virginia 1981 Stock Incentive Plan (File No.
2-71595)
Salaried Employees' Stock Purchase Plan (File No. 33-14926)
Hourly Employees' Stock Purchase Plan (File No. 2-79636)
Chesapeake Corporation 1987 Stock Option Plan (File No. 33-14925)
Chesapeake Corporation 401(k) Savings Plan for Salaried Employees (File
No. 33-14927)
Chesapeake Corporation 401(k) Savings Plan for Hourly Employees (File No.
33-26150)
Chesapeake Corporation Non-Employee Director Stock Option Plan (File No.
33-53478)
Wisconsin Tissue Mills Inc. 401(k) Savings Plan for Hourly Employees (File
No. 33-55558)
Chesapeake Corporation 1993 Incentive Plan (File No. 33-67384)
Chesapeake Packaging Co. 401(k) Savings Plan for Hourly Employees (File
No. 33-56473)
We consent to the incorporation by reference in the registration statement on
Form S-8 for the Hourly Employees' Stock Purchase Plan (File No. 2-79636) of
our report dated January 29, 1996 on our audits of the balance sheet of the
Hourly Employees' Stock Purchase Plan of Chesapeake Corporation and
participating subsidiaries as of November 30, 1995 and 1994, and the related
statement of changes in plan equity for each of the three fiscal years in the
period ended November 30, 1995, which report is included in the Annual Report
on Form 11-K (Exhibit 99.1).
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Richmond, Virginia
March 11, 1996
<PAGE>
EXHIBIT 13.1
Portions of the
CHESAPEAKE CORPORATION
Annual Report to Stockholders
For the year ended December 31, 1995
<PAGE>
Financial Review 1993-1995
Earnings Overview
<TABLE>
Chesapeake achieved record net sales, earnings and cash flow in 1995.
Net sales for 1995 of $1,233.7 million surpassed the one billion dollar
mark for the first time and were 25% higher than the previous record net
sales of $990.5 million achieved in 1994 and 39% higher than 1993 net sales
of $885.0 million. Net income for 1995 of $93.4 million, or $3.88 a share,
was 2.5 times the $37.6 million, or $1.58 a share, earned in 1994, 9 times
the $10.4 million, or $.44 a share, earned in 1993 and 55% higher than the
previous record earnings achieved in 1988. Cash flow from operations of
$141.0 million was up 40% from last year and was 24% higher than the
previous peak set in 1993. Results for 1995 were favorably impacted by
higher average selling prices for most of the Company's major product
lines, higher margins and higher shipments for the packaging and tissue
businesses.
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Graph: Sales by Business Segment 885.0 990.5 1,233.7
(Millions of Dollars)
(Percent)
Packaging 29% 35% 37%
Tissue 32 31 30
Kraft products 39 34 33
Corporate - - -
Total 100 100 100
</TABLE>
Chesapeake continues its emphasis on specialty products that the
Company believes have less price volatility and higher growth and
profitability potential than commodity products. Because of strategic
initiatives implemented by management, more than 60% of Chesapeake's total
sales now come from these specialty products. Until the early 1980s,
Chesapeake's products were primarily commodities in slow growth markets.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: Net Income 10.4 37.6 93.4
(Millions of Dollars)
</TABLE>
Liquidity and Capital Structure
Net cash provided by operating activities was a record $141.0 million
in 1995, 40% higher than the $100.4 million generated in 1994. EBIT + D, a
measure of internal cash flow combining earnings before interest, income
taxes and the cumulative effect of accounting changes plus non-cash charges
for depreciation, cost of timber harvested and amortization, was $247.8
million for 1995, 53% higher than 1994's EBIT+D of $162.1 million.
Compared to year-end 1994, working capital decreased $2.0 million to $142.3
million at year-end 1995, as a result of the use of temporary cash
investments to repay debt and an increase in accounts payable and accruals,
offset in part by higher accounts receivable related to stronger sales and
higher inventories related to acquisitions and slower demand at the end of
the year. The ratio of current assets to current liabilities was 2.0 at
year-end 1995 compared to year-end 1994's 2.1 and year-end 1993's 1.9.
Accounts receivable at year-end 1995 increased $13.3 million from year-end
1994, with the average collection period unchanged from last year.
Inventories at the end of 1995 increased $22.7 million compared to year-end
1994. The increase occurred primarily in the packaging and tissue
businesses. The annual inventory turnover rate decreased from 8.6 for 1994
to 8.1 for 1995. Accounts payable and accrued expenses at year-end 1995
increased $9.5 million from year-end 1994 due to acquisitions and the
timing of payments.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: Income from Operations 44.0 81.1 161.3
(Millions of Dollars)
</TABLE>
The Company generally uses long-term debt to fund major capital
expansions that cannot be funded by internally generated funds. Capital
expenditures and acquisitions of $227.4 million in 1995 exceeded net cash
provided by operating activities by $86.4 million. As a result, during 1995
long-term debt increased $29.6 million and Chesapeake used $32.8 million of
temporary cash investments it had at year-end 1994 to fund capital
additions and acquisitions. Additional cash of $28.9 million came from the
sale of the Consumer Products business. See Note 3 to the consolidated
financial statements on page 22 for additional long-term debt information.
Chesapeake's total capitalization was $980.5 million at the end of
1995 compared to $863.5 million at the end of 1994. The year-end ratio of
long-term debt to total capital was 40% for 1995, down from 42% for 1994
and 1993. Chesapeake's long-term debt-to-total-capital ratio target range
is 35% to 45%. The year-end ratio of long-term debt to stockholders'
equity was 84% for 1995, 93% for 1994 and 91% for 1993.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: Interest Expense 32.0 31.1 30.8
(Millions of Dollars)
</TABLE>
During 1995, the Company increased quarterly cash dividends to
$.20 a share from $.18 a share. For the year, dividends were $.78 a share
compared to $.72 a share in 1994. Chesapeake's dividends paid as a
percentage of net cash provided by operating activities were 13% for 1995,
17% for 1994 and 15% for 1993. Outstanding common shares at year-end 1995
totaled 23.8 million shares. Purchases of shares by the Company during 1995
generally offset shares issued for employee benefit plans. No shares were
purchased by the Company under board of directors' stock purchase
authorizations in 1994 or 1993. See Note 7 to the consolidated financial
statements on page 24 for capital stock and additional paid-in capital
information. Year-end 1995 stockholders' equity was $468.3 million, or
$19.68 a share, up 19% over year-end 1994. The market price for
Chesapeake's common stock ranged from $27.50 per share to $39.00 per share
in 1995, with a year-end market price of $29.63 per share.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: EBIT + D
(Millions of Dollars)
Earnings before interest and
income taxes 52.7 89.3 172.4
Noncash charges for depreciation,
cost of timber harvested and
amortization 71.9 72.8 75.4
Total EBIT + D 124.6 162.1 247.8
</TABLE>
Capital Expenditures
Expenditures for property, plant and equipment in 1995 totaled $227.4
million, of which more than 60% were for acquisitions and other growth
related projects. Acquisition costs totaled $69.7 million, and included
the purchase of the assets of the Flagstaff, Ariz. tissue mill, a facility
in upstate New York to be operated as an additional tissue converting plant
and the Chicago tissue mill. The remaining capital expenditures of $157.7
million in 1995 related primarily to the internal expansions of the
packaging and kraft businesses announced in 1994. These expenditures
included: a manufacturing plant located in Visalia, Calif., for the
Company's Color-Box graphic packaging business; additional equipment at the
existing Color-Box plant in Richmond, Ind.; modernization of the North
Tonawanda, N.Y., corrugated container plant; and an upgrade of the No. 2
paper machine at the West Point, Va., kraft products mill. Also, the
Company purchased a site in Bellemont, Ariz., where it is nearing
completion of a tissue converting facility. No other 1995 capital projects
were individually material. Capital spending in 1994 was $87.0 million and
included $33.0 million for the acquisition of five packaging plants. The
remaining capital expenditures for 1994 were focused on maintenance and
reliability rather than growth projects. Capital spending in 1993 was
$64.0 million, of which about one-third related to modifications in the
paper mill and bleach plant areas at the West Point, Va., kraft products
mill.
Planned capital expenditures, including acquisitions, for 1996 are
expected to be approximately $200 million. About one-half of this spending
relates to strategic initiatives in the packaging and tissue businesses.
These initiatives include: a new manufacturing plant in Pelahatchie, Miss.;
the second phase of the Visalia, Calif., manufacturing plant for the
Company's Color-Box graphic packaging business; the planned acquisition of
the Display Division of Dyment Limited; and new tissue converting equipment
at the Bellemont, Ariz., and Greenwich, N.Y., facilities. These projects
are consistent with Chesapeake's strategy of expanding the packaging and
tissue businesses, lowering costs and focusing capital spending on projects
that are expected to have a high return on investment. No other 1996
projects are expected to account for more than 5% of the total planned
spending. Projected capital expenditures are expected to be funded with
internally generated cash supplemented by proceeds from borrowings. See
Note 13 to the consolidated financial statements on page 27 for information
regarding capital commitments.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: Capital Structure
(Millions of Dollars) 799.7 862.5 980.5
(Percent)
Long-Term Debt 42% 42% 40%
Deferred Taxes 12 12 12
Stockholders' Equity 46 46 48
Total 100 100 100
</TABLE>
Operating Results
1995 vs. 1994
Chesapeake's 1995 net sales were a record $1,233.7 million, up 25%
over 1994's net sales of $990.5 million. Higher shipments for the
packaging and tissue segments and greatly improved selling prices for most
major product lines were responsible for the increase. For the fifth
consecutive year, the Company's packaging businesses achieved record
shipments.
Net income for 1995 was a record $93.4 million, or $3.88 a share, up
2.5 times from the $37.6 million, or $1.58 a share, earned in 1994.
Earnings for 1995 included: a pre-tax gain of $1.8 million, or $.05 a share
after tax, from the sale of the Consumer Products business; a $3 million
pre-tax, or $.08 a share after tax, reduction in earnings related to lost
production associated with completion of a paper machine rebuild project at
the West Point, Va., kraft products mill; and onetime pre-tax charges of
$8.0 million, or $.21 a share after tax, associated with an enhanced
retirement package for certain hourly employees at Chesapeake Paper
Products and with certain post-closing obligations related to Chesapeake's
former wood treating operations. Included in 1994 earnings was a pre-tax
charge of $4.4 million, or $.12 a share after tax, reflecting a change in
the method of accounting for certain inventories in the tissue and
packaging segments from the average cost valuation method to the LIFO
valuation method. Also included in 1994 results was a pre-tax charge of
$4.9 million, or $.13 a share after tax, associated with an enhanced
retirement program for certain salaried employees at Chesapeake Paper
Products Company and Chesapeake Forest Products Company.
Income from operations for 1995 was $161.3 million, or nearly twice
1994's $81.1 million. Depreciation increased $2.7 million over the
previous year due to higher capital spending and acquisitions. Income for
1995 was reduced as a result of lost production associated with the paper
machine rebuild project. Operating expenses for 1995 and 1994 included the
charges related to the enhanced retirement programs, while operating
expenses for 1994 included the charge relating to the expansion of the LIFO
method of valuing certain inventories. Cost of products sold increased
$144.2 million, or 20%, from 1994, but as a percentage of net sales dropped
to 70% for 1995 compared to 73% for 1994. Gross profit and operating
margins were up 4% and 5%, respectively, compared to the previous year.
Selling, general and administrative expenses in 1995 increased $16.1
million compared to 1994, but were 11% of net sales in 1995, compared to
12% last year.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: Net Cash Provided by
Operating Activities 113.6 100.4 141.0
(Millions of Dollars)
</TABLE>
Other income, net in 1995 was $11.1 million, up $2.9 million, as a result
of the gains on the sale of Consumer Products and the sale of land that was
no longer considered to be of strategic importance. Interest expense for
1995 was $30.8 million, with no interest capitalized during the year.
Interest expense for 1994, net of $.5 million of capitalized interest, was
$31.1 million. Excluding capitalized interest, interest expense decreased
$.8 million.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: Total Assets 919.3 1,016.9 1,146.3
(Millions of Dollars)
(Percent)
Goodwill & Other 9% 9% 7%
Current Assets 20 27 25
Property, Plant & Equipment 71 64 68
Total 100 100 100
</TABLE>
Packaging
The packaging segment was again the largest in terms of revenue, as
net sales and shipments were at record levels for all three packaging
businesses--point-of-sale displays, graphic packaging and corrugated
shipping containers. Higher margin point-of-sale displays showed the
strongest improvement, continuing the momentum begun in 1994. Net sales of
point-of-sale displays were up 36% and shipments were up 15% compared to
last year. Overall net sales were up 29% compared to 1994. Chesapeake
Packaging's EBIT of $36.9 million for 1995 improved 49% from its EBIT of
$24.7 million for 1994. Packaging results for 1994 include the change in
the method of valuing certain inventories to the LIFO valuation method,
which resulted in a pre-tax charge to operations of $.5 million. The new
graphic packaging plant at Visalia, Calif., which began production late in
the second quarter of 1995, is in full operation. A fourth graphic
packaging facility in Pelahatchie, Miss., is scheduled to be doing business
by mid-1996. Plans have been announced for a new custom packing facility
in Memphis, Tenn., and a letter of intent has been signed to acquire the
Display Division of Dyment Limited, with locations in Erlanger, Ky., and
Toronto, Canada.
Tissue
Wisconsin Tissue's net sales were 23% higher than last year as a
result of higher selling prices, an improved product mix for converted
products and strategic growth initiatives. Selling prices were up 16% from
1994, while tissue shipments of 235,000 tons were 8% higher than last year.
EBIT for 1995 was a record, up 18% over the previous record set in 1994,
despite recovered paper costs adding approximately $30 million in costs
compared to 1994. Recovered paper costs moderated during the second half
of 1995. The change in the method of valuation of raw materials,
work-in-process and finished goods inventories of Wisconsin Tissue from the
average cost method to the LIFO method resulted in a charge of $3.9 million in
1994. Results of the tissue segment in 1994 were positively impacted by a
nonrecurring settlement gain. The Flagstaff, Ariz., mill, purchased in May
1995, successfully began operating in the third quarter and construction on
a new tissue converting facility in the Flagstaff area is nearing
completion. The acquisition of Chicago Tissue was concluded in November
1995. A facility in upstate New York was acquired in the third quarter of
1995, which will operate as an additional tissue converting plant. The
Flagstaff and Chicago acquisitions increased primary tissue production
capacity by 90,000 tons per year, or approximately 50%.
The Consumer Products business achieved its second positive EBIT in
1995, with net sales increasing 5% from 1994. During 1995 Chesapeake
announced its intention to sell this business. Although many improvements
had been made in Consumer Products, resulting in profitability in 1994 and
1995, the Company determined that it had better strategic alternatives
available for its capital. The sale of Consumer Products to The Fonda
Group, Inc. was completed on December 29, 1995.
Kraft Products
EBIT for the kraft products segment was $100.4 million in 1995
compared to $36.1 million in 1994. Earnings for both years include the
charges related to enhanced retirement programs. Earnings for 1995 also
include the charges for post-closing obligations related to the Company's
former treated wood business. Gains on the sale of land no longer
considered to be strategic were $3.7 million in 1995 compared to $.6
million in 1994.
Earnings of Chesapeake Paper Products Company in 1995 improved
significantly from last year due primarily to higher selling prices. Net
sales improved 21% over the prior year as selling prices were up for all
major product lines. Average selling prices were 41% higher than last
year. The largest gains were in market pulp. Shipments of 769,000 tons
were down 10% from 1994 due to lost production associated with a rebuild of
a paper machine and weaker market conditions near the end of 1995. However,
the rebuild of the paper machine has increased production capacity of the
West Point, Va., mill by 70,000 tons per year. Specialty white top
paperboard, which has a higher profit margin than brown paperboard,
increased to 90% of the paperboard mix compared to approximately 83% last
year. Prices of recycled paper, a major raw material, had dropped
significantly by year-end from a mid-year peak, but for the year averaged
50% higher than 1994's levels and added approximately $17 million in
additional costs compared to 1994. A weakening of market conditions for
kraft products is expected to put pressure on earnings of this segment in
early 1996.
Earnings of Chesapeake Building Products declined somewhat from 1994's
excellent results, as lumber markets were weaker for most of the year.
Selling prices and shipments for lumber were down, causing net sales to
decline by 9%.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: Capital Expenditures 63.9 87.0 227.4
and Acquisitions
(Millions of Dollars)
</TABLE>
1994 vs. 1993
Chesapeake's 1994 net sales were a then-record $990.5 million, up 12%
over 1993's net sales of $885.0 million. Improved sales prices for kraft
products and tissue, increased shipments of kraft products and packaging
and improved product mix for tissue accounted for most of the improvement.
Sales from continuing operations were up 16%. Sales of $64.0 million from
Lawless Holding Corporation, acquired in January 1994, partially offset the
absence of $86.0 million in sales during 1993 from the Company's former
treated wood business. For the fourth consecutive year, the Company's
kraft and packaging businesses achieved record shipments.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Graph: Earnings Per Share .44 1.58 3.88
(Dollars)
</TABLE>
Net income for 1994 was $37.6 million, or $1.58 a share, up from $10.4
million, or $.44 a share, earned in 1993. Included in 1994 earnings was a
pre-tax charge of $4.4 million, or $.12 a share after tax, reflecting a
change in the method of accounting for certain inventories in the tissue
and packaging segments from the average cost valuation method to the LIFO
valuation method. Also included was a pre-tax charge of $4.9 million, or
$.13 a share after tax, associated with an enhanced retirement program at
Chesapeake Paper Products Company and Chesapeake Forest Products Company.
Included in 1993 results was an after-tax gain of $3.4 million, or $.15 a
share, resulting from the disposal of certain assets which were no longer
of strategic importance. These transactions included the conveyance of the
assets of the Company's wood treating business to Universal Forest
Products, Inc., the consolidation of a packaging plant at West Des Moines,
Iowa, with one at Sandusky, Ohio, and the sale of approximately 19,000
acres of timberlands. Net income for 1993 also included a charge of $2.4
million, or $.10 a share, to reflect changes in deferred taxes resulting
from the 1993 Revenue Reconciliation Act.
Income from operations for 1994 was $81.1 million, or $37.1 million
greater than in 1993. Depreciation increased less than $1.0 million over
the previous year due to the low capital spending of the previous two
years. Operating expenses in 1994 included the charges relating to the
expansion of the LIFO method of valuing inventories and the enhanced
retirement program for Chesapeake Paper Products and Chesapeake Forest
Products. Operating expenses for 1993 included approximately $2.0 million
relating to the consolidation of two packaging facilities and expenses
relating to the reorganization of the Consumer Products business. Cost of
products sold in 1994 was up $55 million, or 8%, from 1993, and
represented approximately 73% of net sales for 1994 compared to 76% in
1993. Gross profit and operating margins were up 3% in 1994 compared to
the previous year. Selling, general and administrative expenses in 1994
increased $12.7 million compared to 1993, but remained at 12% of net sales.
<TABLE>
1993 1994 1995
<S> <C> <C> <C>
Return on Common Stockholders'
Equity 2.8% 10.2% 23.7%
(Percent)
</TABLE>
Other income, net in 1994 was $8.2 million as a result of the sale of
land that was no longer considered to be of strategic importance, a
nonrecurring gain from the settlement of an indemnification issue related
to a prior business acquisition, the sale of equipment that was no longer
used by the Company and interest income from cash investments. In the
fourth quarter of 1993, the Company sold approximately 19,000 acres of
timberland holdings that were no longer considered to be of strategic
importance, producing a pre-tax gain of approximately $8.0 million.
Interest expense for 1994, net of $.5 million of capitalized interest, was
$31.1 million, while interest expense for 1993, net of $.4 million of
capitalized interest, was $32.0 million. Excluding capitalized interest,
interest expense in 1994 decreased $.8 million from 1993 due primarily to
lower debt levels.
Income taxes for 1993 included a charge of $2.4 million, or $.10 a
share, to reflect changes in deferred taxes resulting from the 1993 Revenue
Reconciliation Act.
Packaging
Chesapeake Packaging's EBIT for 1994 improved 40% from 1993, as
results improved for two of its three businesses. Compared to 1993, net
sales were up for each business and up 38% overall. Lawless Holding
Corporation, acquired in January 1994, added $64.0 million to sales for the
year, with profitable results that were in line with expectations. Average
sales prices for 1994 were up approximately 5% from 1993. Shipments for
1994 were at then-record levels, with the fastest growth in graphic
packaging, which benefited from the completion late in 1993 of the final
phase of a capital expansion program which doubled the capacity of this
business. Earnings for the corrugated shipping container business were
down slightly in 1994 because rising containerboard prices caused margins
to be down for much of the year. A focus on new end-users, permanent
displays and expanding assembly and packing services contributed to
improvements in the point-of-sale display business in 1994 after several
years of flat sales and earnings. Also contributing were cost savings
realized from the consolidation of the West Des Moines, Iowa, packaging
facility into the Sandusky, Ohio, facility. EBIT of the fast growing
graphic packaging business for 1994 also improved over 1993 levels. During
1994, the Company changed the method of valuation of certain inventories in
the packaging segment to the LIFO valuation method, resulting in a pre-tax
charge to operations of $.5 million.
Tissue
Wisconsin Tissue's EBIT for 1994 was a then-record due to improved
product mix, higher sales prices and high productivity. Shipments of
converted products were up 3% compared to 1993. Overall tissue shipments
in 1994 were 217,000 tons, or 1% below 1993 levels, as fewer nonconverted
parent rolls were sold. Tissue pricing for 1994 was 6% above 1993 levels
as a result of price increases in late 1993 and in 1994 and improved
product mix. Paper machine operating rates averaged at or above 100% and
productivity for the converting operations was excellent. Higher recovered
paper costs during the latter part of the year reduced earnings by
approximately $5 million. During 1994, the Company changed the method of
valuation of raw materials, work-in-process and finished goods inventories
of Wisconsin Tissue from the average cost method to the LIFO method,
resulting in a pre-tax charge of $3.9 million. Results of the tissue
segment in 1994 were positively impacted by a nonrecurring settlement gain.
The Consumer Products business, formed in 1989, achieved its first
positive EBIT in 1994, as the business continued to benefit from the
reorganization efforts of 1992 and 1993 which reduced the variety of
products sold, increased operating efficiencies and reduced overhead. EBIT
of this business for 1994 improved $3.6 million over 1993's loss, and net
sales improved 11% over the prior year. Operating expenses for 1993
included additional costs related to the reorganization.
Kraft Products
EBIT for the kraft products segment was $39.0 million in 1994 compared
to $12.5 million in 1993. Results for 1994 included a $4.9 million charge
for the enhanced retirement program at Chesapeake Paper Products Company
and Chesapeake Forest Products Company, while results for 1993 included a
gain of over $8.0 million related to the sale of land that was no longer
considered to be of strategic importance to the Company. Gains on sales of
non-strategic land totaled $.6 million in 1994. Earnings of Chesapeake
Paper Products Company in 1994 improved significantly from 1993's slight
loss due to higher sales prices, record shipments and improved production
and quality. Containerboard and market pulp price increases implemented
during 1994 resulted in overall prices that were 20% above 1993 levels.
The largest gains came from market pulp. Shipments of kraft products were
a record 850,000 tons, up 6% from the previous record set in 1993.
Production volume for 1994 averaged a record 2,170 good tons per day
compared to 2,018 good tons per day in 1993. Operating rates for the West
Point, Va., mill's four machines averaged at or above 100% in 1994, while
off-quality production was reduced 14% from the prior year. Specialty
white top paperboard increased to 83% of the paperboard mix in 1994
compared to approximately 80% in 1993. Earnings in 1994 were negatively
impacted by higher recycled fiber costs, which caused the West Point mill
to absorb approximately $15.0 million in additional costs compared to 1993.
Earnings of Chesapeake Building Products, formed in 1993 with the
merger of Chesapeake Forest Products' lumber division and Chesapeake Wood
Treating Co., improved over 1993's good results. Net sales increased 16%,
as shipments for the lumber division increased 16% and sales prices for
lumber remained strong. The wood treating portion of this business was
conveyed to Universal Forest Products, Inc. at the beginning of the fourth
quarter of 1993. Net sales of the wood treating business were $86.0
million in 1993.
Other
More information about Chesapeake's businesses is provided under the
caption "Business Segment Highlights" on page iii and in Note 14 to the
consolidated financial statements on page 28.
Environmental
Chesapeake has a strong commitment to protecting the environment. The
Company has an environmental audit program to monitor compliance with
environmental laws and regulations. The Company is committed to abiding by
the environmental, health and safety principles of the American Forest &
Paper Association. Each expansion project has been planned to comply with
applicable environmental regulations and to enhance environmental
protection at existing facilities. The Company faces increasing capital
expenditures and operating costs to comply with expanding and more
stringent environmental regulations, although compliance with existing
environmental regulations is not expected to have a materially adverse
effect on the Company's earnings, financial position or competitive
position. See Note 13 to the consolidated financial statements on page 27
for further capital spending information relating to environmental
compliance.
The Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") and similar state "superfund" laws impose liability, without
regard to fault or to the legality of the original action, on certain
classes of persons (referred to as potentially responsible parties or
"PRPs") associated with a release or threat of a release of a hazardous
substance into the environment. Financial responsibility for the clean-up
or other remediation of contaminated property or for natural resource
damages can extend to previously owned or used properties, waterways and
properties owned by third parties, as well as to properties currently owned
and used by a company even if contamination is attributable entirely to
prior owners. While joint and several liability is authorized under
CERCLA, as a practical matter the cost of clean-up or other remediation is
generally allocated among the waste generators. Except for the United
States Department of Interior, Fish and Wildlife Service ("FWS") assessment
of the Fox River discussed below, the Company is not presently named as a
PRP at any CERCLA-related sites. However, there can be no assurance that
the Company will not be named as a PRP at any other sites in the future or
that the costs associated with additional sites would not be material to
the Company's financial position or results of operation.
In June 1994, the FWS, a federal natural resources trustee, notified
Wisconsin Tissue Mills Inc.("WT"), a wholly-owned subsidiary of the
Company, that it had identified WT and four other companies located along
the lower Fox River in northeast Wisconsin as PRPs for purposes of natural
resources liability under CERCLA arising from alleged releases of
polychlorinated biphenyls ("PCBs") in the Fox River and Green Bay System.
The FWS alleges that natural resources, including endangered species, fish,
birds, tribal lands or lands held by the United States in trust for various
tribes, have been exposed to PCBs that were released from facilities
located along the Fox River. The notice invites the PRPs to participate in
the development and performance of a natural resource damage assessment
with respect to the alleged discharges. WT and the four other PRPs are
engaged in negotiations with the FWS concerning the proposed damage
assessment and restoration plans.
WT and the four other PRPs are also engaged in discussions with the
Wisconsin Department of Natural Resources ("WDNR") with respect to
resolving possible state claims concerning remediation, restoration and
natural resource damage related to the alleged discharge of PCBs into the
Fox River and Green Bay System. The PRPs have proposed a settlement to
WDNR, and are engaged with WDNR in continuing discussions of the settlement
proposal. WT's obligation under the proposed settlement would not be
material to the Company's financial position or results of operations.
Based upon presently available information, the Company believes that there
are additional parties, some of which may have substantial resources, that
may also be identified as PRPs with respect to this matter and could be
expected to participate in any settlement.
The ultimate cost to WT, if any, associated with this matter cannot be
predicted with certainty at this time, due to: the inability to determine
the outcome of pending settlement discussions or, if a settlement cannot be
reached, the Company's share of any multi-party clean-up; the unknown
magnitude of any contamination; the varying costs of alternative clean-up
methods; the evolving nature of clean-up technologies and governmental
regulations; the extent to which contribution will be available from other
parties; and the scope of potential recoveries from insurance carriers and
prior owners of WT. The Company believes that it is entitled to
indemnification from the prior owner of WT, pursuant to a stock purchase
agreement between the parties, with respect to all liabilities related to
this matter. That prior owner has reimbursed the Company for out-of-pocket
costs and attorneys' fees related to investigation of the matter. The
Company believes that such prior owner intends to, and has the financial
ability to, honor its indemnification obligation under the stock purchase
agreement.
In March 1995, the United States Environmental Protection Agency
("EPA") issued "Final Guidance" for basin-wide water quality standards
pursuant to the Great Lakes Water Quality Agreement between the U.S. and
Canada regarding the development of water quality standards for the Great
Lakes and their tributaries. Under federal law, the affected states will
be required within two years to implement specific regulations that are
consistent with the provisions of the Final Guidance. Dischargers would
then have an additional period of up to five years during which to comply
with any new, more stringent, permit limits derived under the Final
Guidance. The Final Guidance is currently the subject of administrative
and judicial challenges by the paper industry and other groups, and of
pending legislation in the U.S. Congress. WT is evaluating the potential
effects of the Final Guidance on its operations and results, which effects
cannot be predicted with certainty at this time. However, based on the
Company's initial review of the Final Guidance, the Company believes that
compliance would not have a material adverse effect on its financial
position or results of operations.
The EPA has published draft rules under the Clean Water Act and the
Clean Air Act which would impose new air and water quality standards for
pulp and paper mills (the "Cluster Rules"). The definitive Cluster Rules,
when proposed, are expected to require compliance within three years after
the date of adoption. Based on the Company's preliminary estimates, if the
Cluster Rules were adopted in substantially their present form, compliance
would require capital expenditures totaling approximately $55.0 million at
the Company's two paper mills in West Point, Va., and Menasha, Wis. The
Company has joined with the American Forest & Paper Association and most of
its members in stating that they believe that the Cluster Rules, as
proposed, are inappropriate, unjustified and do not comply with applicable
law. The eventual capital expense impact on the Company of compliance with
the definitive Cluster Rules is not presently determinable, and will depend
on a number of factors, including: the scope of the standards imposed and
time permitted for compliance; the Company's strategic decisions related to
compliance, including potential changes in product mix and markets; and
developments in compliance technology. The additional effect, if any, on
the Company's business of compliance with the definitive Cluster Rules will
depend on a number of other factors, including: the domestic and
international competitive effects of compliance; and the effect of evolving
consumer demands related to environmental issues on the Company and its
competitors.
Chesapeake operates under, and believes that it is in substantial
compliance with, the terms of various air emission and water and effluent
discharge permits and other environmental regulations.
<TABLE>
RECENT QUARTERLY RESULTS
Per Share
Net
Net Gross Income Earnings Dividends Stock Price
Quarter Sales Profit (loss) (loss) Declared High Low
(Dollar amounts in millions except per share amounts)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
1993:
First $209.3 $ 32.4 $ (.8) $(.03) $ .18 $23.13 $19.00
Second 236.4 35.7 1.3 .05 .18 21.50 17.63
Third 238.3 41.0 2.6 .11 .18 20.63 17.13
Fourth 201.0 37.0 7.3 .31 .18 25.75 19.63
Totals $885.0 $146.1 $10.4 $ .44 $ .72
1994:
First $212.0 $ 35.2 $ 2.0 $ .09 $ .18 $27.25 $22.25
Second 236.9 42.9 4.9 .21 .18 26.38 22.63
Third 266.9 56.7 14.4 .60 .18 35.00 24.63
Fourth 274.7 61.1 16.3 .68 .18 35.88 28.25
Totals $990.5 $195.9 $37.6 $1.58 $ .72
1995:
First $ 291.1 $ 70.5 $20.8 $ .87 $ .18 $34.25 $28.50
Second 315.1 71.4 18.5 .77 .20 33.75 28.50
Third 330.8 82.6 29.9 1.24 .20 39.00 30.75
Fourth 296.7 67.7 24.2 1.00 .20 35.38 27.50
Totals $1,233.7 $292.2 $93.4 $3.88 $ .78
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors
Chesapeake Corporation:
We have audited the accompanying consolidated balance sheet of
Chesapeake Corporation and subsidiaries as of December 31, 1995 and 1994,
and the related consolidated statements of income and retained earnings and
cash flows for each of the three years in the period ended December 31,
1995. These financial statements are the responsibility of the Company'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 consolidated financial
position of Chesapeake Corporation and subsidiaries as of December 31, 1995
and 1994, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
As discussed in note 2 to the consolidated financial statements,
the Company changed its method of accounting for certain inventories in
1994.
/s/ Coopers & Lybrand L.L.P.
Richmond, Virginia
January 24, 1996
</TABLE>
<TABLE>
CHESAPEAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
December 31,
1995 1994
(In millions)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5.2 $ 37.0
Accounts receivable 140.4 127.1
Inventories 112.5 89.8
Deferred income taxes 16.6 15.9
Other 6.9 5.6
Total current assets 281.6 275.4
Property, plant and equipment:
Plant sites and buildings 163.0 155.5
Machinery and equipment 1,208.3 1,052.2
Construction in progress 45.1 21.1
1,416.4 1,228.8
Less accumulated depreciation 675.5 622.7
740.9 606.1
Timber and timberlands 40.0 40.3
Net property, plant and equipment 780.9 646.4
Other assets 83.8 95.1
$1,146.3 $1,016.9
</TABLE>
<TABLE>
December 31,
1995 1994
(In millions)
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses $ 130.2 $ 120.6
Current maturities of long-term debt .9 1.0
Dividends payable 4.8 4.3
Income taxes payable 3.4 5.2
Total current liabilities 139.3 131.1
Long-term debt 393.6 364.0
Postretirement benefits other
than pensions 26.5 23.3
Deferred income taxes 118.6 105.2
Stockholders' equity:
Common stock, $1 par value;
authorized, 60 million shares;
outstanding, 23.8 million and
23.8 million shares 23.8 23.8
Additional paid-in capital 107.3 107.1
Retained earnings 337.2 262.4
468.3 393.3
$1,146.3 $1,016.9
</TABLE>
The accompanying Notes to Consolidated Financial Statements are part of the
financial statements.
<TABLE>
CHESAPEAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
For the years ended December 31,
1995 1994 1993
(In millions except per share data)
<CAPTION>
<S> <C> <C> <C>
Income:
Net sales $1,233.7 $990.5 $885.0
Costs and expenses:
Cost of products sold 867.9 723.7 668.7
Depreciation and cost of timber
harvested 73.6 70.9 70.2
Selling, general and administrative
expenses 130.9 114.8 102.1
Income from operations 161.3 81.1 44.0
Other income, net 11.1 8.2 8.7
Income before interest and taxes 172.4 89.3 52.7
Interest expense (30.8) (31.1) (32.0)
Income before taxes 141.6 58.2 20.7
Income taxes 48.2 20.6 10.3
Net income $ 93.4 $ 37.6 $ 10.4
Earnings per share $ 3.88 $ 1.58 $ .44
Retained earnings:
Balance, beginning of year $262.4 $241.9 $248.3
Net income 93.4 37.6 10.4
Cash dividends declared per share,
$.78 in 1995, $.72 in 1994 and 1993 (18.6) (17.1) (16.8)
Balance, end of year $ 337.2 $262.4 $241.9
</TABLE>
The accompanying Notes to Consolidated Financial Statements are part of the
financial statements.
<TABLE>
CHESAPEAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the years ended December 31,
1995 1994 1993
<CAPTION>
<S> (In millions)
Operating activities: <C> <C> <C>
Net income $ 93.4 $ 37.6 $ 10.4
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, cost of timber harvested
and amortization of intangibles 75.8 73.3 72.4
Deferred income taxes 11.6 (.1) 2.4
Gains on sales of property,
plant and equipment (5.6) (1.4) (9.4)
(Gains)losses on sales of businesses (1.8) - 1.3
Changes in operating assets and
liabilities, net of acquisitions
and dispositions:
Accounts receivable (22.6) (34.2) .9
Inventories (29.0) (5.4) 25.5
Other assets 8.4 .3 (3.0)
Accounts payable and accrued
expenses 9.9 25.2 10.5
Income taxes payable (2.3) 2.3 1.7
Other payables 3.2 2.8 .9
Net cash provided by operating activities 141.0 100.4 113.6
Investing activities:
Purchases of property, plant and equipment (157.7) (54.3) (63.9)
Acquisitions (net of notes payable of $16.0
in 1994) (69.7) (16.7) -
Proceeds from sales of property, plant
and equipment 7.4 3.3 15.9
Proceeds from sale of business 28.9 - -
Other 6.7 5.0 ( .3)
Net cash used in investing activities (184.4) (62.7) (48.3)
Financing activities:
Proceeds from long-term debt 1.2 49.4 82.1
Payments on long-term debt (71.7) (35.4) (80.3)
Net borrowings (payments) on credit lines 100.0 (3.1) (54.3)
Proceeds from issuances of common stock 5.8 5.7 3.7
Purchases of outstanding common stock (5.6) - -
Dividends paid (18.1) (17.1) (16.8)
Other - (.9) .3
Net cash (used in) provided by
financing activities 11.6 (1.4) (65.3)
Increase (decrease) in cash and
cash equivalents (31.8) 36.3 .0
Cash and cash equivalents
at beginning of year 37.0 .7 .7
Cash and cash equivalents at end of year $ 5.2 $ 37.0 $ .7
</TABLE>
<TABLE>
CHESAPEAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS, Continued
For the years ended December 31,
1995 1994 1993
(In Millions)
<CAPTION>
<S> <C> <C> <C>
Supplemental cash flow information:
Interest payments $32.8 $30.5 $32.7
Income tax payments, net of refunds $36.4 $18.6 $ 3.7
The accompanying Notes to Consolidated Financial Statements are part of the
financial statements.
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
a. Principles of Consolidation: The consolidated financial
statements include the accounts and operations of Chesapeake
Corporation and subsidiaries (the "Company"). All significant
intercompany accounts and transactions are eliminated. Certain
prior year amounts have been reclassified to conform to current
presentations.
b. Cash and Cash Equivalents: Cash and cash equivalents include
highly liquid, temporary cash investments with original
maturities of three months or less.
c. Inventories: Inventories are valued at the lower of cost or
market. The cost of substantially all applicable product and
manufacturing materials inventories is determined by the last-in,
first-out (LIFO) method. The cost of other inventories is
determined principally by the average cost method.
d. Property, Plant and Equipment: Property, plant and equipment,
except timber and timberlands, are stated at cost. Timber and
timberlands are stated at cost net of the accumulated cost of
timber harvested. The costs of major rebuilds and replacements
of plant and equipment are capitalized, and the costs of ordinary
maintenance and repairs are charged to income as incurred. When
properties are sold or retired, their costs and the related
accumulated depreciation are removed from the accounts, and the
gains or losses are reflected in income.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
1. Summary of Significant Accounting Policies, continued
e. Depreciation: Depreciation for financial reporting purposes is
computed principally by the straight-line method, based on the
estimated useful lives of the assets. Depreciation rates vary
according to the class of equipment or buildings and average 5%
for equipment and 4% for buildings.
f. Cost of Timber Harvested: Cost of timber harvested is computed
on quantities cut from individual company-owned tracts based on
costs and estimated volumes of recoverable timber.
g. Income Taxes: The Company defers to future periods the income
tax effects resulting from temporary differences (principally
depreciation) between the financial and income tax basis of
assets and liabilities.
h. Earnings Per Share: Earnings per share are based on the weighted
average number of outstanding common shares and equivalents
(24,050,719 in 1995, 23,775,582 in 1994 and 23,431,411 in 1993).
i. Other: Goodwill, the cost in excess of estimated fair value of
identifiable assets of acquired businesses (net of $12.5 million
and $11.5 million accumulated amortization at year-end 1995 and
1994, respectively), is being amortized on a straight-line basis
over 40 years or less. The Company reviews goodwill annually for
impairment. Specifically identifiable purchased intangible assets
(net of $4.1 million and $4.4 million accumulated amortization at
year-end 1995 and 1994, respectively) are being amortized on a
straight-line basis according to estimated economic lives.
Research and development costs, not significant in amount, are
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
1. Summary of Significant Accounting Policies, continued
charged to operations as incurred.
j. Risks and Uncertainties: Chesapeake operates in three business
segments which offer a diversity of products over a broad
geographic base. The Company is not dependent on any single
customer, group of customers, market, geographic area or supplier
of materials, labor or services. Financial statements include,
where necessary, amounts based on the judgments and estimates of
management. These estimates include allowances for bad debts,
accruals for landfill closing costs, environmental remediation
costs, loss contingencies for litigation, self-insured medical
and workers compensation insurance and income taxes and
determinations of discount and other rate assumptions for
pensions and post-retirement benefit expenses.
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
2. Inventories
Year-end inventories consist of:
<CAPTION>
1995 1994 1993
(In millions)
<S> <C> <C> <C>
Finished goods $ 33.7 $ 26.6 $ 29.4
Work-in-process 33.3 21.5 19.9
Materials and supplies 45.5 41.7 30.4
Totals $112.5 $ 89.8 $ 79.7
</TABLE>
Inventories determined by the LIFO method, included in the above,
totaled (in millions) $63.7 for 1995, $43.6 for 1994 and $15.8 for
1993, or $16.2, $12.1 and $4.5 less than the respective amounts of
such inventories stated at current costs.
Effective January 1, 1994, the Company changed the method of
valuation of raw materials, work-in-process and finished goods of its
Wisconsin Tissue Mills Inc. ("WT"), a wholly-owned subsidiary of the
Company, from the average cost method to the LIFO method and expanded
the use of the LIFO method to include all of the work-in-process and
finished goods of its Chesapeake Packaging Co. subsidiary. The
Company believes that, in periods of rapid cost increases, use of the
LIFO method will result in a better matching of current costs with
current revenues. The effects of adopting the LIFO method at WT and
expanding the use of the LIFO method at Chesapeake Packaging were to
reduce consolidated 1994 year-end inventories by $4.4 million and to
decrease net income for 1994 by $2.8 million ($.12 per share). The
cumulative effect of this change to the LIFO method on the operating
results as of the beginning of 1994 and the pro forma effects on the
operating results of prior years have not been presented, as the
effects are not readily determinable.<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
<CAPTION>
3. Long-Term Debt
Long-term debt at year-end consists of:
1995 1994
(In millions)
<S> <C> <C>
Notes payable - banks (unsecured):
Credit lines, interest 5.91% to 6.16% $ 100.0 $ -
Term loan, interest 6.78%, due 2000 25.0 40.0
Unsecured notes:
11.75% notes - 50.0
5.25% notes, due 1997 11.2 16.0
10.375% notes, due 2000 55.0 55.0
9.875% notes, due 2003 60.0 60.0
7.20% notes, due 2005 85.0 85.0
Industrial development authority
obligations:
6.25% to 6.375% notes, due 2019 50.0 50.0
6.375% to 6.875% notes, due 1996-2003 6.0 6.1
Other debt 2.3 2.9
Totals 394.5 365.0
Less current maturities .9 1.0
$393.6 $364.0
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
3. Long-Term Debt, continued
Principal payments on long-term debt (excluding credit lines) for
the next five years are (in millions): 1996 $.9; 1997 $12.3; 1998 $.0;
1999 $3.5; and 2000 $80.9. Because of the availability of long-term
financing under the terms of the committed credit lines, the
borrowings under uncommitted credit lines have been classified as
long-term debt.
The Company maintains credit lines with several banks maturing in
the year 2000, under which it can borrow up to $160 million at
interest rates not to execeed LIBOR plus .3%. Nominal facility fees
are paid on the credit lines. Other lines of credit totaling $140
million are maintained with several banks on an uncommitted basis.
Certain loan agreements include provisions permitting the holder
of the debt to require the Company to repurchase all or a portion of
such debt outstanding upon the occurrence of specified events
involving a change of control or ownership. In addition, various loan
agreements contain provisions that restrict the disposition of certain
assets, require the Company to maintain a ratio of long-term debt to
total capital not in excess of 60% and to meet an annual cash flow
test.
Interest expense is net of capitalized interest of $.4 million
and $3.7 million for 1994 and 1993, respectively. No interest was
capitalized in 1995.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
3. Long-Term Debt, continued
The Company has estimated the fair value of long-term debt for 1995
to be $419.7 million, or 7% higher than the book value of $393.6 million.
For 1994, the Company estimated the fair market value of long-term debt
to be $358.1 million, or 2% lower than the book value of $364.0 million.
The fair value is based on the quoted market prices for similar issues or
current rates offered for debt of the same or similar maturities. The
carrying amounts of temporary cash investments, trade receivables and
trade payables approximate fair value because of the short maturity of
the instruments.
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of temporary cash
investments and trade receivables. The Company places its temporary
cash investments in high quality financial instruments and, by policy,
limits the amount of credit exposure relating to any one instrument.
Concentrations of credit risk in regard to trade receivables are
limited due to the large number of customers and their dispersion
across different industries and geographic areas. The Company has no
derivative instruments or transactions outstanding as of the end of
1995.
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
4. Income Taxes
The provision for income taxes consists of:
<CAPTION>
1995 1994 1993
(In millions)
<S> <C> <C> <C>
Currently payable:
Federal $32.7 $19.2 $ 7.2
State 2.8 1.5 .7
Total current 35.5 20.7 7.9
Deferred:
Federal 12.5 .7 2.2
State .2 (.8) .2
Total deferred 12.7 (.1) 2.4
Total income taxes $48.2 $20.6 $10.3
Significant components of the year-end deferred income tax
assets and liabilities are:
1995 1994
(In millions)
<S> <C> <C>
Postretirement medical benefits $ 10.2 $ 9.0
Alternative minimum tax credit 1.7 16.2
Other 21.9 17.9
Deferred tax assets 33.8 43.1
Accumulated depreciation (124.4) (121.3)
Pension accruals (7.0) (7.4)
Other (4.4) (3.7)
Deferred tax liabilities (135.8) (132.4)
Net deferred taxes $(102.0) $ (89.3)
Classified in balance sheet as
Current assets $ 16.6 $ 15.9
Long-term liabilities (118.6) (105.2)
Net deferred taxes $(102.0) $ (89.3)
</TABLE>
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
4. Income Taxes, continued
The differences between the Company's effective income tax rate and
the statutory federal income tax rate are:
<CAPTION> 1995 1994 1993
<S> <C> <C> <C>
Federal income tax rate 35.0% 35.0% 35.0%
State income tax, net of federal
income tax benefit 1.4 .8 2.6
Effect on deferred taxes of tax
rate increase - - 11.7
Other, net (2.4) (.4) .3
Consolidated effective income
tax rate 34.0% 35.4% 49.6%
</TABLE>
Income tax expense for 1993 includes a charge of $2.4 million, or
$.10 a share, to reflect changes in deferred taxes resulting from the
1993 Revenue Reconciliation Act.
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
5. Employee Retirement Plans
The Company maintains several noncontributory defined benefit
retirement plans covering substantially all employees. Pension
benefits are based primarily on the employees' compensation and/or
years of service. Annual pension costs are actuarially determined,
and the plans are funded with sufficient assets to meet future benefit
payment and regulatory requirements. The net periodic pension cost
includes amortization of prior service costs over periods of the
greater of 15 years or the average remaining employee service period.
Assumptions used in determining the net pension credit (based
upon beginning-of-the-year assumptions) for 1995, 1994 and 1993 and
related pension obligations (based upon year-end assumptions) as of
October 1 were:
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Discount rate 7 3/4% 8 1/2% 7 1/2%
Increase in future
compensation levels 4 5 5
Long-term rate of return
on assets 9 1/4 9 1/4 9 1/2
</TABLE>
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
5. Employee Retirement Plans, continued
The following table, based on actuarial valuations as of October 1,
1995 and 1994, sets forth the plans' funded status and amounts recognized
in the Company's consolidated financial statements for 1995 and 1994:
<CAPTION>
1995 1994
(In millions)
<S> <C> <C>
Accumulated benefit obligation:
Vested benefits $ 93.9 $ 74.1
Nonvested benefits 9.9 8.8
Totals 103.8 82.9
Effect of projected future
salary increases 19.1 15.7
Projected benefit obligation
for service rendered to date 122.9 98.6
Plan assets at fair value,
primarily corporate equity and
debt securities 143.3 125.2
Plan assets in excess of projected
benefit obligation 20.4 26.6
Unrecognized net loss from past
experience different from that assumed
and effects of changes in assumptions 2.3 1.2
Unrecognized net asset at beginning of
plan year being amortized principally
over 17 years (10.6) (12.0)
Prepaid pension cost recognized in Other
assets $ 12.1 $ 15.8
</TABLE>
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
5. Employee Retirement Plans, continued
The components of the net pension credit for 1995, 1994 and 1993
are as follows:
<CAPTION>
1995 1994 1993
(In millions)
<S> <C> <C> <C>
Service cost - benefits
earned during the period $ 3.9 $ 4.2 $ 3.5
Interest cost on
projected benefit obligation 8.2 7.0 6.1
Actual return on plan assets (22.1) (6.8) (13.3)
Net amortization and deferral 9.4 (5.4) 1.9
Net pension credit $ ( .6) $(1.0) $(1.8)
</TABLE>
In the second quarter of 1995, Chesapeake Paper Products Company
("CPPC") implemented an enhanced retirement program for certain hourly
employees at its West Point, Va., mill which resulted in a pre-tax
charge of approximately $3.1 million related to pensions. In the second
quarter of 1994, CPPC and Chesapeake Forest Products Company implemented
an enhanced retirement program for certain salaried employees which
resulted in a pre-tax charge of approximately $3.4 million related to
pensions.
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
6. Postretirement Benefits Other Than Pensions
The Company provides certain health care and life insurance
benefits to certain hourly and salaried employees who retire under the
provisions of the Company's retirement plans. The Company does not pre-fund
these benefits.
During 1995 and 1994, CPPC and Chesapeake Forest Products Company
implemented enhanced retirement programs for certain hourly and salaried
employees (see Note 5). Service cost of $1.6 million relates to the
1995 program and service cost of $1.3 million and interest cost of $.1
million relate to the 1994 program. The components of postretirement
benefits expense for 1995, 1994 and 1993 are as follows:
<CAPTION>
1995 1994 1993
(In millions)
<S> <C> <C> <C>
Service cost-benefits
earned during the period $2.4 $2.2 $ .6
Interest cost on accumulated
postretirement benefit obligation 2.3 1.9 1.7
Amortization of net loss .2 .2 -
Net postretirement benefit cost $4.9 $4.3 $2.3
</TABLE>
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
6. Postretirement Benefits Other Than Pensions, continued
The following table sets forth the accumulated postretirement
benefit obligation recognized in the Company's consolidated balance
sheet as of December 31, 1995 and 1994.
<CAPTION>
1995 1994
(In millions)
<S> <C> <C>
Retirees $19.6 $19.1
Fully eligible active plan participants 4.0 4.0
Other active plan participants 4.8 4.5
Accumulated postretirement benefit
obligation 28.4 27.6
Unrecognized prior service cost (.1) (.1)
Unrecognized net loss (1.8) (4.2)
Accrued postretirement benefit
obligation $26.5 $23.3
</TABLE>
The assumed health care cost trend rate used in measuring future
benefit costs was 13% in 1993, 12% in 1994 and 11% in 1995, gradually
declining to 5.75% by 2002 and remaining at that level thereafter. A
1% increase in this annual trend rate would increase the accumulated
postretirement benefit obligation at December 31, 1995 by $1.7 million
and the 1995 postretirement benefit expense by $.2 million. The
assumed discount rate used in determining the accumulated
postretirement benefit obligation was 7.75% in 1995, 8.5% in 1994 and
7.5% in 1993 and the assumed rate of increase in future compensation
levels was 4.75% in 1995 and 5% in 1994 and 1993.
During 1994, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits." The effects of this adoption were not
material to the Company's consolidated financial statements.
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
7. Capital Stock and Additional Paid-In Capital
Changes in common stock and additional paid-in capital during 1993,
1994 and 1995 were:
<CAPTION>
Common Stock
Additional
Aggregate Paid-In
Shares Par Value Capital
(Dollar amounts in millions)
<S> <C> <C> <C>
Balances, January 1, 1993 23,329,532 $23.3 $98.8
Issuances of shares:
Employee stock plans 184,846 .2 3.5
Other - - .3
Balances, December 31, 1993 23,514,378 23.5 102.6
Issuances of shares:
Employee stock plans 239,328 .3 5.4
Other - - (.9)
Balances, December 31, 1994 23,753,706 23.8 107.1
Issuances of shares:
Employee stock plans 231,327 .2 4.8
Purchases of shares (192,600) (.2) (5.6)
Other - - 1.0
Balances, December 31, 1995 23,792,433 $23.8 $107.3
/TABLE
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
7. Capital Stock and Additional Paid-In Capital, continued
In addition to its common stock, the Company's authorized capital
includes 500,000 shares of preferred stock ($100 par), of which 100,000
shares are designated as Series A Junior Participating Preferred Stock
("Series A Preferred"). None was outstanding during the three years
ended December 31, 1995.
Each outstanding share of the Company's common stock has attached
to it one preferred share purchase right, which entitles the shareholder
to buy one unit (one one-thousandth of a share) of Series A Preferred at
an exercise price of $70 a share, subject to adjustment. The rights
will become exercisable only if a person or group acquires or announces
a tender offer for 20% or more of Chesapeake's common stock. When
exercisable, Chesapeake may issue a share of common stock in exchange
for each right other than those held by such person or group. If a
person or group acquires 30% or more of the common stock, each right
will entitle the holder, other than the acquiring party, upon payment of
the exercise price, to acquire Series A Preferred or, at the option of
Chesapeake, common stock, having a value equal to twice the right's
purchase price. If Chesapeake is acquired in a merger or other business
combination or if 50% of its earnings power is sold, each right will
entitle the holder, other than the acquiring person, to purchase
securities of the surviving company having a market value equal to
twice the exercise price of the rights. The rights will expire on March
15, 1998, and may be redeemed by the Company at any time prior to the
tenth day after an announcement that a 20% position has been acquired,
unless such period has been extended by the board of directors.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
8. Stock Options
The 1993 Incentive Plan provides that the executive compensation
committee of the board of directors or its delegate may grant stock
options, stock appreciation rights ("SARs"), stock awards, performance
shares or stock units and may make incentive awards to the Company's key
employees and officers. The maximum aggregate number of shares of
common stock that may be issued under the plan is the sum of 1% of the
outstanding shares of common stock as of January 1 of each calendar year
during the term of the plan. The plan also limits the number of shares
that may be covered by the grant of options, SARs, stock awards,
performance shares and stock units in any calendar year. The annual
limitation is 1% of the outstanding shares of common stock as of January
1 of that year increased by 1) the number of shares available but not
awarded during all prior years during the term of the plan plus 2) any
forfeited or terminated grants that were not exercised. In addition, the
maximum aggregate number of shares that may be covered by performance
shares and that may be issued in any calendar year as a stock award or
in settlement of stock units is 30% of the annual share limitation. The
annual share limitation for 1995 was 281,676 shares. The options
granted may be either incentive stock options ("ISOs") or nonqualified
stock options. Options may be granted at not less than the fair market
value at the date of grant if the option is an ISO, or not less than 85%
of the fair market value if the option is a nonqualified stock option.
SARs may be granted in relation to option grants ("corresponding SARs")
or independently of option grants. Grants may provide options and SARs
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
8. Stock Options, continued
exercisable over periods of up to 10 years.
The Nonemployee Director Stock Option Plan provides for grants to
the Company's nonemployee directors of stock options for up to 93,500
shares of Chesapeake common stock. Automatic awards will be made in
lieu of projected increases in the cash retainer and meeting fees
payable to participants. Each participant may also choose to receive an
elective award in lieu of all or part of his or her regular cash
retainer of 125 shares for each $1,000 of foregone retainer. The option
price per share for automatic awards and elective awards will be the
average closing price of Chesapeake common stock for the 20 trading days
before the October 31 that immediately precedes the grant date.
For both plans, payment may be made by the participant in cash or
Chesapeake common stock. Up to 694,415 shares, plus 1% of shares
outstanding as of January 1 of each calendar year through 2002, may be
issued after December 31, 1995, upon exercise of options or SARs
granted under the two plans.
The 1987 Stock Option Plan provided for grants to the Company's
key employees and officers of stock options and corresponding SARs for
up to 1,000,000 shares of Chesapeake's authorized but unissued common
stock and up to 200,000 SARs independent of stock options. As of
December 31, 1995, there were 666,967 shares issuable related to
options granted under this plan. With the adoption of the 1993
Incentive Plan, awards under this plan were discontinued.
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
8. Stock Options, continued
The following schedule summarizes stock option activity for the
three years ended December 31, 1995:
<CAPTION>
Number of Option Price
Stock Options Per Share
<S> <C> <C>
Outstanding, January 1, 1993 703,493 $13.89 to $ 25.23
Granted 194,100 19.15 to 20.49
Exercised 11,905 18.65 to 20.88
Cancelled 31,982 16.63 to 23.88
Outstanding, December 31, 1993 853,706 13.89 to 25.23
Granted 203,200 20.63 to 32.63
Exercised 166,189 18.65 to 23.88
Cancelled 40,209 16.63 to 22.88
Outstanding, December 31, 1994 850,508 13.89 to 32.63
Granted 214,725 28.69 to 33.54
Exercised 187,856 13.89 to 27.81
Cancelled 34,977 18.65 to 32.98
Outstanding, December 31, 1995 842,400 18.65 to 33.54
Exercisable:
December 31, 1993 504,044 13.89 to 25.23
December 31, 1994 478,381 13.89 to 32.63
December 31, 1995 453,744 18.65 to 32.63
Available for grants:
December 31, 1993 506,203
December 31, 1994 483,321
December 31, 1995 519,082
</TABLE>
During 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation". This standard, which will be effective for
1996, defines a "fair value" method of accounting for employee stock
option plans and similar equity instruments, but also allows for
continued use of present accounting standards for measuring
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
8. Stock Options, continued
compensation costs of these plans. Entities electing to continue to
use present accounting standards to measure costs, must make certain
pro forma disclosures as if the "fair value" based method had been
applied. The Company plans to continue to use present accounting
standards and expects the pro forma disclosures to be immaterial to
1996 earnings.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
9. Employees' Stock Plans and Other Compensation Plans
The Company has stock purchase plans for certain eligible
salaried and hourly employees. Shares of Chesapeake common stock are
purchased based upon participant and company contributions. At
December 31, 1995, 986,500 shares remain available for issuance under
these plans.
The Company also has a noncontributory Employee Stock Ownership
Plan that covers eligible salaried and hourly employees. Shares of
Chesapeake common stock are purchased at the Company's discretion. No
purchases were made in 1995, 1994 or 1993. In November 1995, the
Company filed notice of intent with the Internal Revenue Service to
terminate this plan in 1996.
The Company also sponsors, in accordance with the provisions of
Section 401(k) of the Internal Revenue Code, pre-tax savings programs
for eligible salaried and hourly employees. Certain participants'
contributions are matched up to designated contribution levels by the
Company. Contributions are invested in several investment options,
which may include Chesapeake common stock, as selected by the
participating employee. At December 31, 1995, 500,000 shares of
Chesapeake common stock are reserved for issuance under these
programs.
The 1993 Incentive Plan (see Note 8) provides that the executive
compensation committee of the board of directors may select certain
officers to receive annual incentive awards in the form of cash, common
stock or a combination, based upon the Company's overall financial
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
9. Employees' Stock Plans and Other Compensation Plans, continued
performance and the officer's individual performance.
The 1993 Incentive Plan provides that the executive compensation
committee of the board of directors may grant performance share awards
to key employees and officers. During 1994, performance share awards
with respect to 62,600 shares of common stock were granted, of which
9,605 shares of restricted stock and 5,402 restricted stock units were
earned for 1994 performance and an estimated 22,035 shares of
restricted stock and 12,395 restricted stock units were earned for
1995 performance.
With the adoption in 1993 of the 1993 Incentive Plan, awards
under the Officers' Incentive Program and the Long-Term Incentive Plan
were discontinued. As of December 31, 1995, 6,364 shares of
restricted stock and 3,077 restricted stock units had been earned
under the Long-Term Incentive Plan. There are no outstanding grants
under this plan. The Company has other incentive compensation plans in
effect for key employees under which awards are based principally on
operating results.
The charges to income for these plans approximated $10.8 million
in 1995, $8.3 million in 1994 and $4.9 million in 1993.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
10. Litigation
WT has received a notice from the United States Fish and Wildlife
Service that WT has been identified as a potentially responsible party
with respect to possible natural resource damages in the Fox River and
Green Bay System. See Financial Review 1993-1995, Environmental for
further information regarding this notice.
The Company is a party to various other legal actions which are
ordinary and incidental to its business.
While the outcome of legal actions cannot be predicted with
certainty, the Company believes the outcome of any of these
proceedings, or all of them combined, will not have a materially
adverse effect on its consolidated financial position or results of
operations.
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
11. Supplemental Income Statement Information
<CAPTION>
1995 1994 1993
(In millions)
<S> <C> <C> <C>
Other income, net:
Interest earned $ .7 $ .6 $ .2
Gains on sales of property
and equipment 5.6 1.4 9.4
Gains (losses) from sales of
businesses 1.8 - (1.3)
Miscellaneous income 7.8 10.0 5.4
Miscellaneous deductions (4.8) (3.8) (5.0)
Totals $11.1 $ 8.2 $ 8.7
</TABLE>
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
12. Supplemental Balance Sheet Information
<CAPTION>
1995 1994
(In millions)
<S> <C> <C>
a. Accounts receivable, net:
Trade $128.4 $128.1
Other 15.2 2.8
Allowance for doubtful accounts (3.2) (3.8)
Totals $140.4 $127.1
b. Other assets:
Goodwill, net $41.5 $43.6
Purchased intangible assets, net 1.4 1.8
Other 40.9 49.7
Totals $ 83.8 $95.1
c. Accounts payable and accrued expenses:
Accounts payable:
Trade creditors $38.4 $44.6
Bank checks in transit 20.5 17.1
58.9 61.7
Accrued expenses:
Interest 6.7 9.2
Compensation and employee benefits 36.0 31.0
Other 28.6 18.7
71.3 58.9
Totals $130.2 $120.6
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
13. Commitments and Other Matters
At December 31, 1995, commitments, primarily for capital
expenditures, approximated $101.0 million of the Company's 1996
capital spending estimate of $200.0 million. These commitments
include anticipated expenditures of $11.0 million in 1996 related to
environmental protection in connection with planned expansions and
upgrades mainly at the Company's facilities in West Point, Va., and
Menasha, Wisc. The remaining commitments of $90.0 million are for
various capital projects, none of which is individually material.
Additional nondeterminable environmental protection expenditures could
be required in the future when facilities are expanded or if more
stringent standards become applicable.
The Company leases certain assets (principally transportation and
information processing equipment and office space) generally for three
to five-year terms. The present value of any unrecorded capital
leases and the impact on net income if these leases were recorded are
not material. Rental expense for operating leases totaled (in
millions) $13.8 for 1995, $12.7 for 1994 and $13.1 for 1993. As of
December 31, 1995, aggregate minimum rental payments in future years
on noncancelable leases approximated $29.6 million. The amounts
applying to future years are (in millions): 1996 $6.7; 1997 $5.3;
1998 $4.1; 1999 $3.6; 2000 $3.6 and thereafter $6.3.
In December 1995, CPPC announced its planned participation in a
comprehensive energy partnership with Virginia Power. Through the
partnership, Virginia Power plans to build a steam and electricity
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
13. Commitments and Other Matters, continued
generating facility at CPPC's mill in West Point, Va., and become the
primary supplier of all forms of energy to the mill. This facility is
scheduled for completion in late 1997 and is subject to regulatory
approval by the Virginia State Corporation Commission and the signing
of definitive agreements with Virginia Power and outside financing
entities.
In May 1995, WT acquired the assets of Orchids Paper Products
Company in Flagstaff, Ariz., consisting primarily of a mill that
produces approximately 35,000 tons per year of recycled tissue. WT is
currently building a tissue converting plant in nearby Bellemont,
Ariz., to support the Flagstaff operations. In November 1995, WT
purchased the Chicago, Ill., mill of Chicago Tissue Company, L.P.
This mill has the capacity to produce in excess of 55,000 tons of
tissue annually. The Company expects that these tons will be
converted to tissue products at WT's Menasha, Wisc. site and a planned
facility in Greenwich, N.Y.
In July 1995, The Company announced that it would not build a
tissue mill on its 1,200 acre site in Alabama purchased in 1991. In
December 1995, The Company sold its consumer tissue business,
Chesapeake Consumer Products Company, to The Fonda Group, Inc. This
business had sales of approximately $48.0 million in 1995, $46.0
million in 1994 and $41.0 million in 1993.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
13. Commitments and Other Matters, continued
In January 1996, Color-Box, Inc., Chesapeake's graphic packaging
business, announced it would locate its newest graphic packaging plant
in Pelahatchie, Miss. Start-up is expected in mid-1996. This
facility, combined with Color-Box's three other facilities, will give
Chesapeake a national presence in the graphic packaging industry.
Also in January 1996, Chesapeake Display and Packaging Company, a
wholly-owned subsidiary of Chesapeake Packaging Co., announced that it
had signed a letter of intent to purchase the Display Division of
Dyment Limited. Dyment's Display Division, which has operations in
Erlanger, Ky., and Toronto, Canada, has annual sales of approximately
US $35.0 million. Lastly, in January 1996, Chesapeake Display and
Packaging Company announced that Memphis, Tenn., will be the site of a
new custom packing facility scheduled to be operational in March 1996.
In January 1994, Chesapeake Packaging Co., a wholly-owned
subsidiary of the Company, acquired Lawless Holding Corporation, which
reported annual sales of approximately $60.0 million in 1993 and
includes a corrugated container plant in North Tonawanda, N.Y.;
corrugated sheet plants located in Scotia, N.Y., Le Roy, N.Y. and
Madison, Ohio; and a graphic packaging plant located in Buffalo, N.Y.
Early in the fourth quarter of 1993, the Company conveyed under
lease and purchase agreements to Universal Forest Products, Inc.,
substantially all of the assets of the former Chesapeake Wood Treating Co.
Net sales of this business were $85.8 million in 1993. This conveyance
concluded Chesapeake's involvement in the wood treating business. During
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
13. Commitments and Other Matters, continued
the second quarter of 1994 the Company recorded additional post-closing
obligations related to its former wood treating operations.
Also, in the fourth quarter of 1993, the Company announced the
consolidation of the Company's West Des Moines, Iowa, packaging plant
into its Sandusky, Ohio, facility. Lastly, during the fourth quarter
of 1993, the Company sold approximately 19,000 acres of timberland
holdings which were no longer of strategic importance. These three
events netted to a $5.4 million pre-tax gain during the fourth quarter
of 1993.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
14. Business Segment Information
The Company's three business segments are packaging, tissue and
kraft products. Packaging consists of point-of-sale displays, graphic
packaging and corrugated shipping containers. Tissue is comprised of
commercial and industrial tissue products. The kraft products segment
includes kraft, forest and building products. General corporate
expenses, gains (losses) from the sales of businesses and land
development are shown as corporate.
Sales between segments reflect transfer prices at market value.
Intersegment sales not included below were $48.4 million in 1995,
$28.0 million in 1994 and $18.5 million in 1993. Segment operating
income is revenue less allocable operating expenses. Operating
expenses include all expenses except interest, income taxes and the
cumulative effect of accounting changes.
Segment identifiable assets are those which are directly used in
segment operations. Timber and timberlands are included in the kraft
products segment. Corporate assets are cash, certain nontrade
receivables, real estate held for sale and other assets.
Export sales, principally to Europe, Canada and Asia, were (in
millions): 1995 $138.0; 1994 $94.9; and 1993 $62.9.
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
14. Business Segment Information, continued
Financial information by business segments:
<CAPTION>
1995 1994 1993
(In millions)
<S> <C> <C> <C>
Net sales:
Packaging $ 452.6 $349.8 $252.7
Tissue 372.7 304.1 283.5
Kraft products 401.0 330.8 343.5
Corporate 7.4 5.8 5.3
Consolidated net sales $1,233.7 $990.5 $885.0
Operating income:
Packaging $ 36.9 $ 24.7 $ 17.6
Tissue 48.1 40.7 31.1
Kraft products 100.4 36.1 12.5
185.4 101.5 61.2
Corporate (13.0) (12.2) (8.5)
Income before interest and
taxes 172.4 89.3 52.7
Interest expense (30.8) (31.1) (32.0)
Income before taxes $ 141.6 $ 58.2 $ 20.7
Identifiable assets:
Packaging $ 231.3 $ 190.3 $118.4
Tissue 411.7 324.1 335.1
Kraft products 461.9 434.7 433.5
Corporate 41.4 67.8 32.3
Consolidated assets $1,146.3 $1,016.9 $919.3
Capital expenditures and acquistions:
Packaging $ 43.5 $ 53.5 $ 12.4
Tissue 107.4 9.9 9.5
Kraft products 76.2 23.5 41.9
Corporate .3 .1 .1
Totals $ 227.4 $ 87.0 $ 63.9
Depreciation and cost of timber
harvested:
Packaging $ 13.1 $ 11.0 $ 9.2
Tissue 23.9 23.6 24.3
Kraft products 36.3 36.0 36.3
Corporate .3 .3 .4
Totals $ 73.6 $ 70.9 $ 70.2
</TABLE><TABLE>
ELEVEN-YEAR COMPARATIVE RECORD
(Dollar amounts in millions except per share data)
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Operating Results
Net sales $1,233.7 $990.5 $885.0 $888.4 $840.5
Net cost except depreciation
and cost of timber harvested 1,018.5 861.4 794.1 799.4 752.3
Depreciation and cost of
timber harvested 73.6 70.9 70.2 66.5 62.1
Income before taxes and
cumulative effect of
accounting changes 141.6 58.2 20.7 22.5 26.1
Income taxes 48.2 20.6 10.3 8.1 10.7
Income before cumulative
effect of accounting changes 93.4 37.6 10.4 14.4 15.4
Cumulataive effect of
accounting changes - - - 9.7 -
Net income 93.4 37.6 10.4 4.7 15.4
Cash dividends declared
on common stock 18.6 17.1 16.8 16.7 14.8
Income retained for use
in the business 74.8 20.5 (6.4) (12.0) .6
Net cash provided by
operating activities 141.0 100.4 113.6 69.2 67.8
Percent of income before cumulative
effect of accounting changes
To net sales 7.6% 3.8% 1.2% 1.6% 1.8%
To stockholders' equity 23.7 10.2 2.8 4.5 4.9
To total assets 9.2 4.1 1.1 1.6 1.8
Common Stock
Number of stockholders of record 7,456 7,804 7,778 7,964 7,741
Shares outstanding (in thousands) 23,792 23,754 23,514 23,330 20,635
Per share
Earnings before cumulative effect
of accounting changes $ 3.88 $ 1.58 $ .44 $ .63 $ .75
Earnings 3.88 1.58 .44 .17 $ .75
Dividends declared .78 .72 .72 .72 .72
Stockholders' equity 19.68 16.56 15.65 15.88 15.43
</TABLE>
<TABLE>
ELEVEN-YEAR COMPARATIVE RECORD
(Dollar amounts in millions except per share data)
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Financial Position
Working capital $142.3 $144.3 $ 87.1 $122.2 $101.7
Property, plant and
equipment, net 780.9 646.4 653.8 668.3 641.6
Total assets 1,146.3 1,016.9 919.3 958.9 915.5
Total capital 980.5 862.5 799.7 849.6 820.8
Long-term debt 393.6 364.0 333.1 382.8 415.9
Deferred income taxes 118.6 105.2 98.6 96.4 86.5
Stockholders' equity 468.3 393.3 368.0 370.4 318.4
Percent of long-term debt
To total capital 40.1% 42.2% 41.7% 45.1% 50.7%
To stockholders' equity 84.0 92.6 90.5 103.3 130.6
Additional Data
Capital expenditures and
acquisitions $227.4 $87.0 $63.9 $85.0 $92.2
Acres of timberland owned
(in thousands) 325 328 329 350 350
Number of employees 5,305 5,209 4,833 5,062 5,039
</TABLE>
NOTES TO ELEVEN-YEAR COMPARATIVE RECORD
Accounting policies are stated in Note 1 of Notes to Consolidated
Financial Statements. This summary retroactively reflects common stock
splits of two-for-one in 1987 and three-for-two in 1986. Percent of income
before cumulative effect of accounting changes information is calculated
using beginning of year and acquisition amounts where appropriate.
1. Includes an after-tax charge of $2.8 million, or $.12 per share,
related to a change to the LIFO method of accounting for certain
inventories.
2. Includes net one-time, after tax charge of $9.7 million, or $.46
per share, related to the adoption of SFAS 106 and SFAS 109 in
1992.
4. Excludes 16,000 - 25,000 acres held by land development
subsidiaries during 1988 - 1995.
OPERATING MANAGERS AND LOCATIONS*
CHESAPEAKE PAPER PRODUCTS COMPANY
Thomas Blackburn
West Point, Virginia
Recycling Centers
Greensboro, North Carolina
Norfolk, Virginia
CHESAPEAKE FOREST PRODUCTS COMPANY
Thomas Blackburn
West Point, Virginia
Elizabeth City, North Carolina
Keysville, Virginia
Pocomoke City, Maryland
Chesapeake Building Products Company
Jack C. King
West Point, Virginia
Keysville, Virginia
Milford, Virginia
Princess Anne, Maryland
WISCONSIN TISSUE MILLS INC.
William A. Raaths
Menasha, Wisconsin
Bellemont, Arizona
Chicago, Illinois
Flagstaff, Arizona
Neenah, Wisconsin
LAND DEVELOPMENT
Joel K. Mostrom
Delmarva Properties, Inc.
West Point, Virginia
Stonehouse Inc.
Williamsburg, Virginia**
OPERATING MANAGERS AND LOCATIONS*, (Continued)
CHESAPEAKE PACKAGING CO.
Samuel J. Taylor
Chesapeake Display and Packaging Company
George F. Barnes
Bruce M. Pinover
Winston-Salem, North Carolina
Bruce A. Watson
Sandusky, Ohio**
Permanent Display Division
William D. Legard
Rural Hall, North Carolina**
Custom Packaging Divisions
Phylis R. Trivette
Rural Hall, North Carolina**
Marion, Iowa
Pennsauken, New Jersey**
Color-Box, Inc.
Jack L. Creech
Richmond, Indiana
Buffalo, New York
Visalia, California
OPERATING MANAGERS AND LOCATIONS*, (Continued
Chesapeake Packaging Divisions
Robert F. Schick
Edward P. Godsey
Baltimore, Maryland
Edward R. Badyna
Binghamton, New York
Scranton, Pennsylvania
John A. Goodloe
Roanoke, Virginia
Wesley N. Herman
North Tonawanda, New York
Le Roy, New York
Madison, Ohio
Scotia, New York
Terry R. Jenkins
Louisville, Kentucky
St. Anthony, Indiana
Anthony S. Brozna
Richmond, Virginia
Corporate Headquarters
1021 E. Cary Street, Box 2350
Richmond, Virginia 23218-2350**
804/697-1000
* As of December 31, 1995
** Leased real property
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000019731
<NAME> CHESAPEAKE CORP /VA/
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 5,200,000
<SECURITIES> 0
<RECEIVABLES> 140,400,000
<ALLOWANCES> 3,200,000
<INVENTORY> 112,500,000
<CURRENT-ASSETS> 281,600,000
<PP&E> 1,456,400,000
<DEPRECIATION> 675,500,000
<TOTAL-ASSETS> 1,146,300,000
<CURRENT-LIABILITIES> 139,300,000
<BONDS> 393,600,000
0
0
<COMMON> 23,800,000
<OTHER-SE> 444,500,000
<TOTAL-LIABILITY-AND-EQUITY> 1,146,300,000
<SALES> 1,233,700,000
<TOTAL-REVENUES> 1,249,600,000
<CGS> 867,900,000
<TOTAL-COSTS> 1,069,200,000
<OTHER-EXPENSES> 4,800,000
<LOSS-PROVISION> 3,200,000
<INTEREST-EXPENSE> 30,800,000
<INCOME-PRETAX> 141,600,000
<INCOME-TAX> 48,200,000
<INCOME-CONTINUING> 93,400,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 93,400,000
<EPS-PRIMARY> 3.88
<EPS-DILUTED> 3.88
</TABLE>
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended November 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from _______ to _______
Commission file number 2-79636
HOURLY EMPLOYEES' STOCK PURCHASE PLAN
CHESAPEAKE CORPORATION
1021 East Cary Street
P. O. Box 2350
Richmond, Virginia 23218-2350<PAGE>
HOURLY EMPLOYEES' STOCK PURCHASE PLAN
Administration of the Plan:
The Plan is administered by the Hourly 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 Senior Vice President, Secretary &
General Counsel of the Corporation.
(3) Mr. Kohut is Group Vice President - Finance & Strategic
Development & 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:
Hourly Employees' Stock Purchase Plan:
Balance Sheet
Statement of Changes in Plan Equity
(b) Exhibits:
See Exhibit 23.1 to the Chesapeake Corporation Annual
Report on Form 10-K for the year ended December 31, 1995
for consent of independent accountants.
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.
HOURLY EMPLOYEES' STOCK PURCHASE PLAN
By: /s/ Thomas A. Smith
Thomas A. Smith,
Chairman of the Committee
March 11, 1996
Report of Independent Accountants
To the Hourly Employees' Stock
Purchase Plan Committee:
We have audited the balance sheet of the Hourly Employees' Stock
Purchase Plan (the "Plan") of Chesapeake Corporation and participating
subsidiaries as of November 30, 1995 and 1994, and the related statement of
changes in plan equity for each of the three years in the period ended
November 30, 1995. 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
November 30, 1995 and 1994, and the changes in plan equity for each of the
three years in the period ended November 30, 1995, in conformity with
generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Richmond, Virginia
January 29, 1996
<TABLE>
HOURLY EMPLOYEES' STOCK PURCHASE PLAN OF CHESAPEAKE CORPORATION AND
PARTICIPATING SUBSIDIARIES
BALANCE SHEET
November 30, 1995 and 1994
<CAPTION>
1995 1994
<S> <C> <C>
Asset:
Funds held by Chesapeake Corporation
and participating subsidiaries
(Note 3) $12827 $12900
Plan equity $12827 $12900
STATEMENT OF CHANGES IN PLAN EQUITY
for the years ended November 30, 1995, 1994 and 1993
1995 1994 1993
<S> <C> <C> <C>
Contributions:
Employees $1,217,129 $1,145,546 $1,063,957
Employer: $586,903 in 1995,
$546,775 in 1994, and
$510,826 in 1993; less
withheld taxes of $240,413,
$213,046 and $165,268,
respectively 346,490 333,729 345,559
1,563,619 1,479,275 1,409,516
Deductions:
Purchase and distribution to participants
at year end of 52,112 shares in 1995($29.4375 per share),
46,937 shares in 1994($30.6438 per share),and 60,012
shares in 1993($23.013 per share) of common stock of
Chesapeake Corporation (Note 1) 1,534,045 1,438,325 1,381,024
Refunds to employees withdrawing
from the Plan attributable to:
Employees' contributions for
the year 25,171 27,344 23,917
Employees' account balances at
beginning of year 685 535 492
1,559,901 1,466,204 1,405,433
Net transfers to Salaried Employees'
Stock Purchase Plan 3,791 9,463 2,694
1,563,692 1,475,667 1,408,127
Increase (decrease) in plan
equity (73) 3,608 1,389
Plan equity, beginning of year 12,900 9,292 7,903
Plan equity, end of year $ 12,827 $ 12,900 $ 9,292
</TABLE>
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
The stockholders of Chesapeake Corporation (the "Corporation") have approved
the Hourly Employees' Stock Purchase Plan (the "Plan") and reserved a total
of 900,000 shares of the Corporation's common stock for sale to eligible
hourly employees of the Corporation and participating subsidiaries
(the "Employer").
Participants in the Plan, which became effective in December 1982, 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 (see Note 2), a percentage
(generally 30% to 50%) 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.
The funds held by the Employer at the end of the year represent the
remaining amounts in participants' accounts after the purchase of whole
shares as the Plan does not provide for the purchase of fractional shares.
A participant may terminate his participation in the Plan at any time. Upon
termination, the Employer will return his contributions and the participant
will forfeit all rights to any contribution would have made at the end of the
plan year.
As of November 30, 1995, 607,644 shares (52,112 shares in the current year
and 555,532 in prior years) of the Corporation's common stock had been issued
under the Plan and 292,356 shares were available for future
issuance.
2. Plan Year:
The fiscal year of the Plan ("Plan Year") ends each November 30.
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.
NOTES TO FINANCIAL STATEMENTS, Continued
5. Contributions to the Plan:
<TABLE>
Contributions (net of withheld taxes) were as follows:
<CAPTION> 1995 1994 1993
Employer Employees Employer Employees Employer Employees
<S> <C> <C> <C> <C> <C> <C>
Chesapeake
Corporation
Subsidiaries:
Chesapeake
Packaging Co.$ 95,051 $ 336,233 $ 96,776 $ 296,295 $ 88,700 $ 260,356
Chesapeake
Forest
Products
Company 12,854 59,246 14,342 65,107 17,014 62,880
Chesapeake
Paper Products
Company 238,585 821,650 222,611 784,144 239,845 740,721
Totals $346,490 $1,217,129 $333,729 $1,145,546 $345,559 $1,063,957
</TABLE>
<PAGE>
EXHIBIT 12.1
<TABLE>
CHESAPEAKE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
for the three years ended December 31, 1995
(Dollar amounts in millions)
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Income before cumulative effect
of accounting changes $93.4 $37.6 $10.4
Add:
Provision for income taxes 48.2 20.6 10.3
Interest expense including
amortization of deferred
loan costs 30.8 31.1 32.0
Portion of rental expense
representative of interest
factor (assumed to be one-third) 4.6 4.2 4.4
Earnings, as adjusted $177.0 $93.5 $57.1
Fixed charges
Interest expense including
amortization of deferred loan
costs $30.8 $31.1 $32.0
Capitalized interest - .5 .4
Portion of rental expense
representative of interest
factor (assumed to be one-third) 4.6 4.2 4.4
Fixed Charges $35.4 $35.8 $36.8
Ratio 5.0 2.6 1.6
</TABLE>
