<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from _______to _______
Commission file number 33-26150
CHESAPEAKE CORPORATION 401(k)
SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k)
Savings Plan for Hourly Employees)
CHESAPEAKE CORPORATION
1021 East Cary Street
P. O. Box 2350
Richmond, Virginia 23218-2350
<PAGE>
INDEX OF FINANCIAL STATEMENTS AND SCHEDULES AND EXHIBIT
Page
[S] [C]
Report of independent accountants 3
Financial statements:
Statements of net assets available for benefits,
with fund information at December 31, 1997 and 1996 4-5
Statements of changes in net assets available
for benefits, with fund information for the years
ended December 31, 1997 and 1996 6-7
Notes to financial statements 8-13
Supplemental schedules:
Item 27a - Schedule of Assets held for investment
purposes at December 31, 1997 14-15
Item 27d - Schedule of Reportable transactions
for the year ended December 31, 1997 16-18
Nonexempt transactions with parties-in-interest
for the year ended December 31, 1997 *
Loans or fixed income obligations in default for
the year ended December 31, 1997 *
Leases in default or classified as uncollectible
for the year ended December 31, 1997 *
* There were no such transactions or obligations or leases in
default.
Exhibit:
23 - Consent of Coopers & Lybrand L.L.P. 19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Hourly 401(k) Savings Plan Committee
(the "Committee") have duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
CHESAPEAKE CORPORATION
401(k) SAVINGS PLAN FOR
HOURLY EMPLOYEES
By: /s/ Thomas A. Smith
Thomas A. Smith, Vice President - Human
Resources and Chairman of the Committee
June 10, 1998
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Chesapeake Corporation 401(k) Savings
Plan for Hourly Employees Committee:
We have audited the accompanying statements of net assets
available for benefits of the Chesapeake Corporation 401(k)
Savings Plan for Hourly Employees (the "Plan") (formerly
Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees) as of December 31, 1997 and 1996, and the related
statements of changes in net assets available for benefits for
the years ended December 31, 1997 and 1996. 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 net assets
available for benefits of the Plan as of December 31, 1997 and
1996, and the changes in net assets available for benefits for
the years ended December 31, 1997 and 1996 in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules as listed in the accompanying index on
page 1 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The
supplemental schedules are the responsibility of the Plan's
management. The Fund Information in the statements of net assets
available for benefits and the statements of changes in net
assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 10, 1998<PAGE>
<PAGE>
<TABLE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
< CAPTION> Chesapeake Partners Diversified LaSalle
Common Trust Equity Income
Stock Fund Fund Fund Plus Fund
<S> <C> <C> <C> <C>
Assets:
Investments (Notes 1b and 11):
Equity investments
(cost $816,754) $232,636 $238,534
Fixed income investments
(cost $208,145)
Chesapeake Corporation common
stock (cost $132,325) $149,256
Money market investments
(cost $144,696) 11,429 $133,267
Loans
Receivables:
Accrued income 44 21,814 13 684
Employer contributions 1,339 2,363 1,952 887
-------- -------- ------- --------
Total assets 162,068 256,813 240,499 134,838
Liability:
Accrued expenses 2,170 24,177 1,965 1,571
-------- -------- ------- -------
Net assets available for
benefits $159,898 $232,636$238,534 $133,267
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
<PAGE>
<TABLE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
<CAPTION>
Twentieth
Century Phoenix Dreyfus
Ultra High A Bond
Investors Yield Plus Participant
Fund A Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
Assets:
Investments (Notes 1b and 11):
Equity investments
(cost $816,754) $390,112 $ 861,282
Fixed income investments
(cost $208,145) $86,072 $128,486 214,558
Chesapeake Corporation common
stock (cost $132,325) $149,256
Money market investments
(cost $144,696) 144,696
Loans $51,610 51,610
Receivables:
Accrued income 78,837 638 635 601 103,266
Employer contributions 3,665 1,035 1,001 12,242
-------- -------- ------- -------- ---------
Total assets 472,614 87,745 130,122 52,211 1,536,910
Liability:
Accrued expenses 82,502 1,673 1,636 601 116,295
-------- -------- ------- ------- ----------
Net assets available for
benefits $390,112 $86,072 $128,486 $51,610 $1,420,615
======== ======== ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996
<TABLE>
<CAPTION>
Chesapeake Partners Diversified LaSalle
Common Trust Equity Income
Stock Fund Fund Fund Plus Fund
<S> <C> <C> <C> <C>
Assets:
Investments (Notes 1b and 11):
Equity investments
(cost $481,090) $128,303 $136,566
Fixed income investments
(cost $142,175)
Chesapeake Corporation
common stock
(cost $80,234) $92,807
Money market investments
(cost $163,625) 6,194 $157,431
Loans
Receivables:
Accrued income 32
Employer contributions
------------------- -------- ---------
Total assets 99,033 128,303 136,566 157,431
Liability:
Accrued expenses 2,272 2,060 1,155
---------- -------- --------- ---------
Net assets available
for benefits $99,033 $126,031 $134,506 $156,276
========== ======== ======== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996
<TABLE>
<CAPTION>
Twentieth
Century Phoenix Dreyfus
Ultra High A Bond
Investors Yield Plus Participant
Fund A Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
Assets:
Investments (Notes 1b and 11):
Equity investments
(cost $481,090) $245,893 $510,762
Fixed income investments
(cost $142,175) $60,497 $85,944 146,441
Chesapeake Corporation
common stock
(cost $80,234) 92,807
Money market investments
(cost $163,625) 163,625
Loans $11,886 11,886
Receivables:
Accrued income 32
Employer contributions 4,497 4,497
---------- --------- -------- ------- -------
Total assets 250,390 60,497 85,944 11,886 930,050
Liability:
Accrued expenses 4,522 1,000 1,409 12,418
---------- -------- --------- ------ -------
Net assets available
for benefits $245,868 $59,497 $84,535 $11,886 $917,632
========== ========= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION
for the year ended December 31, 1997
<TABLE>
<CAPTION>
LaSalle
Chesapeake Partners Diversified Income
Common Trust Equity Plus
Stock Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Additions:
Interest and dividends $ 3,141 $ 943 $ 7,729
Contributions (Notes 3 and 4):
Employee 88,057 121,973 $107,883 62,022
Employer 6,233 5,181 5,269 2,817
Net appreciation in fair value
of investments (Note 1b) 10,855 43,378 54,284
-------- --------- -------- -------
108,286 171,475 167,436 72,568
Deductions:
Distributions 6,551 9,013 3,717 3,352
Trustee fees 1,293 338
-------- ------- ------- ------
6,551 9,013 5,010 3,690
-------- ------ ------- -------
Net increase 101,735 162,462 162,426 68,878
-------- -------- ------- -------
Interfund transfers, net (22,875) 6,412 3,388 (7,116)
Interplan transfers, net 4,544 (788) (101) (645)
Net transfer of plan assets to
St. Laurent Paperboard, Inc.
(Note 14) (22,539) (61,481) (61,685) (84,126)
Net assets available for benefits,
beginning of year 99,033 126,031 134,506 156,276
--------- --------- -------- --------
Net assets available for benefits,
end of year $159,898 $232,636 $238,534 $133,267
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION
for the year ended December 31, 1997
<TABLE>
<CAPTION>
Twentieth
Century Phoenix Dreyfus
Ultra High A Bond
Investors Yield Plus Participant
Fund A Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
Additions:
Interest and dividends $ 148$ 6,343 $ 6,257 $ 2,174 $ 27,005
Contributions (Notes 3 and 4):
Employee 219,968 50,606 68,205 400,349 1,119,063
Employer 8,974 2,277 2,973 33,724
Net appreciation in fair value
of investments (Note 1b) 58,494 2,467 3,206 172,684
----------------- -------- ------- ---------
287,584 61,693 80,911 402,523 1,352,476
Deductions:
Distributions 11,189 3,208 4,262 400,096 441,388
Trustee fees 1,631
-------- ------- ------- ------ -------
11,189 3,208 4,262 400,096 443,019
Net increase 276,395 58,485 76,649 2,427 909,457
-------- -------- ------- ------- --------
Interfund transfers, net (19,296) (1,977) (2,218) 43,682
Interplan transfers, net (4,419) (1,018) (3,232) (6,385) (12,044)
Net transfer of plan assets to
St. Laurent Paperboard, Inc.
(Note 14) (108,436) (28,915) (27,248) (394,430)
Net assets available for benefits,
beginning of year 245,868 59,497 84,535 11,886 917,632
------------------ -------- -------- --------
Net assets available for benefits,
end of year $390,112 $86,072 $128,486 $51,610 $1,420,615
======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION
for the year ended December 31, 1996
<TABLE>
<CAPTION>
Chesapeake Partners Diversified LaSalle
Common Trust Equity Income
Stock Fund Fund Fund Plus Fund
<S> <C> <C> <C> <C>
Additions:
Interest and dividends $ 1,462 $ 641 $ 6,877
Contributions (Note 2): 44,633 68,014 712,912
Employer 2,094 636 657 770
Net appreciation (depreciation)
in fair value of investments
(Note 1b) 13,249 16,968 1,2691
-------- -------- -------- ---------
91,395 114,868 127,249 136,768
Deductions:
Distributions 1,697 2,121 2,669 2,472
Trustee fees 191 176
-------- ------- -------- --------
1,697 2,121 2,860 2,648
-------- ------- -------- --------
Net increase 89,698 112,747 124,389 134,120
-------- ------- -------- --------
Interfund transfers, net (5,734) (4,629) 717 (1,758)
Interplan transfers, net 445 (1,333) 444 (10,666)
Net assets available for benefits,
beginning of year 14,624 19,246 8,956 34,580
-------- -------- -------- --------
Net assets available for benefits,
end of year $99,033 $126,031 $134,506 $156,276
======== ======== ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION
for the year ended December 31, 1996
<TABLE>
<CAPTION>
Twentieth
Century Phoenix Dreyfus
Ultra High A Bond
Investors Yield Plus Participant
Fund A Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
Additions:
Interest and dividends $ 2,916$ 2,874 $ 91 $ 14,861
Contributions (Note 2):
Employee $186,030 44,633 68,014 712,912
Employer 2,391 595 488 7,631
Net appreciation (depreciation)
in fair value of investments
(Note 1b) 14,819 3,045 (57) 60,715
-------- -------- ------- -------- --------
203,240 51,189 71,319 91 796,119
Deductions:
Distributions 5,713 697 1,813 17,182
Trustee fees 367
-------- --------------- ------- --------
5,713 697 1,813 0 17,549
-------- --------------- ------- --------
Net increase 197,527 50,492 69,506 91 778,570
-------- --------------- ------- --------
Interfund transfers, net 2,997 (3,155) (233) 11,795
Interplan transfers, net 1,589 (1,532) 57 (10,996)
Net assets available for benefits,
beginning of year 43,755 13,692 15,205 150,058
-------- -------- -------- -------- --------
Net assets available for benefits,
end of year $245,868 $59,497 $84,535 $11,886 $917,632
======== ======== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
CHESAPEAKE CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
(formerly Chesapeake Packaging Co. 401(k) Savings Plan for Hourly
Employees)
NOTES TO FINANCIAL STATEMENTS
l. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
a. GENERAL:
Effective January 1, 1997, the Chesapeake Packaging Co.
401(k) Savings Plan for Hourly Employees was renamed the
Chesapeake Corporation 401(k) Savings Plan for Hourly Employees
(the "Plan"). The Plan covers eligible hourly employees of
Chesapeake Corporation's (the "Company" or "Employer") building
products division, certain display and packaging division
locations, and certain Wisconsin Tissue Mills, Inc. locations.
b. INVESTMENT VALUATION AND INCOME:
Investments are stated at fair value determined as follows:
Mutual and money market funds - Quoted market value
Common stock - Last published sale price on the New York Stock Exchange
Loans to participants - Balances due which approximate fair value
Purchases and sales of securities are recorded on a
trade-date basis. Investment income is recorded as earned.
Dividend income is recorded on the ex-dividend date. The Plan
presents in the statement of changes in net assets available for
benefits the "net appreciation (depreciation) in the fair value
of investments," which consists of the realized gains and losses
and the change in unrealized appreciation (depreciation) on those
investments.
c. Risks and Uncertainties:
The Plan provides for various mutual fund investment options
in stocks, bonds and fixed income securities as well as direct
common stock investments. Investments are exposed to various
risks, such as interest rate, market and credit. Due to the
level of risk associated with certain investment securities and
the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the
statements of assets available for benefits and the statement of
changes in assets available for benefits.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
amounts of assets and liabilities at the date of the
financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could
differ from those estimates.
2. Description of Plan:
The Plan is a defined contribution plan. Information
regarding Plan benefits, priority of distributions upon
termination of the Plan, allocation of Plan investment earnings,
and vesting is provided in the Plan agreement which is available
at the main office of the Plan administrator at 2104 West
Laburnum Avenue, Richmond, Virginia 23227.
3. Employee Contributions:
A participant may elect to defer receipt of 1% to 10% of
annual before-tax compensation, in increments of 1%. Elective
deferral contributions may not exceed $10,000 per participant in
any taxable year.
4. Employer Contributions:
The Plan provides for discretionary matching contributions
ranging from 20% to 50% of the participant's elective deferral
contribution. Matching contributions from the Company are
limited to annual dollar and percentage thresholds which vary
depending upon location. Matching contributions for highly
compensated participants are limited by the Internal Revenue Code
as described in the Plan document. The Company may make
contributions on behalf of specified participants, regardless of
whether the participants make elective deferral contributions, as
nonelective contributions.
5. Participant Loans:
Participants may borrow from their fund accounts a minimumof
$1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their account balance. Loan transactions are treated
as a transfer to (from) the investment fund from (to) the
Participant Loan Fund. Loan terms range from 1-5 years or up to
10 years for the purchase of a primary residence. The loans are
collateralized by the balance in the participant's account and
bear interest at a rate commensurate with the prime rate plus one
percent as determined monthly by the Plan administrator.
Interest rates range from 9.25% to 9.5%. Principal and interest
is paid ratably through monthly payroll deductions.
6. Distributions:
Benefits under the Plan become distributable upon
termination of employment, upon early retirement, on or after
normal retirement, or upon death or disability. Benefit payments
are made to the participant as a lump-sum distribution or an
annuity.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
7. FORFEITURES:
Forfeitures resulting from separation from service are held
in the Plan and serve to reduce Employer contributions under
certain conditions described in the Plan document.
8. PLAN EXPENSES:
Expenses incurred in connection with the purchase or
transfer of Chesapeake common stock are borne by a participant's
account. Fees, if any, of investment managers are borne by
participants who select such investments. All other expenses
associated with the administration of the Plan are paid by
Chesapeake.
9. PLAN TERMINATION:
While the Company has not expressed any intent to
discontinue its contributions, continuance is not assumed as a
contractual obligation and any such discontinuance is subject to
the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"). In the event such discontinuance results in the
termination of the Plan, the Plan provides that each participant
shall be fully vested in his account and payment of such amounts
will be made by the Trustee as directed by the Chesapeake
Corporation 401(k) Savings Plan for Hourly Employees Committee.
10. Investment Options:
Participants may elect to have amounts credited to their
accounts in the Plan invested in 1% increments in Chesapeake
Common Stock, the Partners Trust Fund, Diversified Equity Fund,
LaSalle Income Plus Fund, Twentieth Century Ultra Investors Fund,
Phoenix High Yield A Fund, or the Dreyfus A Bond Plus Fund. The
following is the number of participants in each of the investment
options as of December 31:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Chesapeake Common Stock Fund 155 177
Partners Trust Fund 227 243
Diversified Equity Fund 209 224
LaSalle Income Plus Fund 145 282
Twentieth Century Ultra Investors Fund 301 347
Phoenix High Yield A Fund 143 154
Dreyfus A Bond Plus Fund 162 192
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
10. INVESTMENT OPTIONS, continued:
A description of the investment options currently available
to participants is as follows:
CHESAPEAKE COMMON STOCK FUND: This investment option
consists of shares of the common stock of Chesapeake Corporation
that are purchased by the Plan's trustee at fair market value in
the open market, in private transactions, or directly from
Chesapeake Corporation.
PARTNERS TRUST FUND: This fund, managed by Neuberger &
Berman, invests primarily in common stock and, to a lesser
extent, short-term money market instruments and other debt
securities.
DIVERSIFIED EQUITY FUND: This fund, managed by Associated
Bank, invests primarily in common stock of domestic and foreign
publicly held corporations.
LaSALLE INCOME PLUS FUND: This fund, managed by LaSalle
National Bank, invests in instruments designed to preserve
capital, maximize income and provide liquidity without
sacrificing credit quality. Investments include U.S. Government
Securities, bank investment contracts and guaranteed investment
contracts issued by insurance companies.
TWENTIETH CENTURY ULTRA INVESTORS FUND: This fund invests
primarily in common stock that are considered to have better than
average prospects for appreciation.
PHOENIX HIGH YIELD A FUND: This fund, managed by Phoenix
Investments, intends to invest at least 65% of the value of high
yield, high risk fixed income securities.
DREYFUS A BOND PLUS FUND: This fund, managed by Dreyfus
Corporation, invests primarily in higher-quality corporate and
government bonds to see income with preservation of capital.
11. INVESTMENTS:
The investments are held in trust funds which are
administered by The Bank of New York, the Trustee of the Plan's
assets.
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
11. INVESTMENTS, continued:
The investments in Chesapeake common stock may be purchased
by The Bank of New York at fair market value in the open market,
in private transactions, or from the authorized but unissued
shares of Chesapeake.
Investments at December 31, 1997 and 1996 held by the Bank
of New York consist of:
<TABLE>
<CAPTION>
1997 1996
------------------------------------------------------
Number Fair Number Fair
of Shares Cost Value of Shares Cost Value
<S> <C> <C> <C> <C> <C> <C>
Investments at Fair
Value as determined
by quoted market price:
Equity funds:
Partners Trust Fund 13,324 $ 212,317 $ 232,636 8,559 $ 116,681 $ 128,303
Twentieth Century Ultra
Investors Fund 14,290 419,061 390,112 8,754 241,168 245,893
Fixed income funds:
Dreyfus A Bond Plus
Fund 8,753 125,810 128,486 5,964 85,123 85,944
Phoenix High Yield
A Fund 9,386 82,335 86,072 6,851 57,052 60,497
Common stock:
Chesapeake Corporation 4,342 132,325 149,256 2,958 80,234 92,807
Money market funds:
LaSalle Income Plus
Fund 133,267 133,267 133,267 157,431 157,431 157,431
Short-term investments 11,429 11,429 11,429 6,194 6,194 6,194
--------- --------- ------- -------
$1,116,604 $1,131,258 $743,883 $777,069
Investments at estimated
fair value:
Equity investment fund:
Diversified Equity
Fund 11,507 185,316 238,534 8,847 123,241 136,566
--------- --------- ------- -------
$1,301,920 $1,369,792 $867,124 $913,635
========== ========== ======== ========
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
12. TAX STATUS
The Plan obtained its latest determination letter on May 20,
1996, in which the Internal Revenue Service stated that the Plan,
as designed was in compliance with the applicable requirements of
the Internal Revenue Code. The Plan has been amended since
receiving the determination letter. However, management and the
plan administration believe that the Plan is designed and is
currently being operated in accordance with all applicable rules
and regulations.
13. PLAN AMENDMENTS:
The Plan was amended to permit eligible hourly employees of
the building products division, and certain display and packaging
division locations to participate in the Plan effective June 1,
1997 and July 1, 1997, respectively. In addition, the Plan was
amended to permit matching contributions for eligible employees
at certain locations.
14. SALE OF KRAFT AND PACKAGING OPERATIONS:
On May 23, 1997, Chesapeake sold certain kraft and packaging
operations to St. Laurent Paperboard Inc. ("St. Laurent"). In
connection with this transaction, all participants who were
employed by the operations which were sold had their accounts
transferred out of the Chesapeake Corporation 401(k) Savings Plan
for Hourly Employees and into a plan sponsored by St. Laurent.
The net value of the accounts transferred from the Plan to St.
Laurent was $394,430.
<PAGE>
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
EIN: 54-0166880 PN: 046
SCHEDULE OF SECURITIES HELD FOR INVESTMENT - PART I
PERIOD ENDING 12/31/97
THE BANK OF NEW YORK
CHESAPEAKE - HOURLY
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES/UNITS/PAR VALUE COST MARKET VALUE
-------------------- ---------------------- ---- ------------
<S> <C> <C> <C>
COMMON STOCKS
CHESAPEAKE CORP 4,342.00 132,325.18 149,256.25
TOTAL COMMON STOCKS 4,342.00 132,325.18 149,256.25
OTHER ASSETS
AMERICAN CENTY ULTRA FD INV 14,289.80 419,061.30 390,111.57
ASSOCIATED BANK DIV EQ FD 11,507.26 185,316.19 238,534.18
CHESAPEAKE CORP 51,609.84 51,609.84 51,609.84
DREYFUS A BDS PLUS INC 8,752.43 125,809.83 128,485.73
LASALLE INTEREST INCOME
FUND 133,267.49 133,267.49 133,267.49
NEUBERGER BERMAN PARTNERS
TRUST 13,323.91 212,376.89 232,635.52
VALUE AS REPORTED BY NEUBERGER
PHOENIX HIGH YIELD FUND (A) 9,386.22 82,334.88 86,071.66
TOTAL OTHER ASSETS 242,136.95 1,209,776.42 1,260,715.99
SHORT TERM INVESTMENTS
COLLECTIVE SHORT TERM INVEST
FD 11,429.20 11,429.20 11,429.20
NON-DISCRETIONARY
TOTAL SHORT TERM
INVESTMENTS 11,429.20 11,429.20 11,429.20
TOTAL INVESTMENTS 257,908.15 1,353,530.80 1,421,401.44
</TABLE>
<PAGE>
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
EIN: 54-0166880 PN: 046
SCHEDULE OF SECURITIES HELD FOR INVESTMENT - PART II
ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
DURING THE PERIOD 01/01/97 TO 12/31/97
THE BANK OF NEW YORK
CHESAPEAKE - HOURLY
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES/UNITS/PAR VALUE COST PROCEEDS
-------------------- ---------------------- ---- ------------
<S> <C> <C> <C> <C>
CHESAPEAKE CORP ACQ: 62,720.33 62,720.33
DIS: 16,744.37 16,744.37
TOTAL ACQUISITIONS: 62,720.33 62,720.33
DISPOSITIONS: 16,744.37 16,744.37
</TABLE>
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
SINGLE REPORTABLE SECURITY TRANSACTIONS
EXCEEDING 5% OF FUND ASSETS
DURING THE PERIOD 01/01/97 TO 12/31/97
THE BANK OF NEW YORK
CHESAPEAKE - HOURLY
5% OF 12/31/96 MARKET VALUE OF 925,270.59 = 46,263.52
<TABLE>
<CAPTION>
PROCEEDS
REVALUED OR
TRANS COST PURCHASE NET
ISSUE TYPE PRICE EXPENSES DISPOSAL VALUE GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C>
OTHER ASSETS
LASALLE INTEREST
INCOME FUND S .000 .00 82,167.85 82,167.85 .00
ASSOCIATED BANK DIV
EQ FD S .000 .00 57,708.36 61,220.29 3,511.93
AMERICAN CENTURY
ULTRA FUND S .000 .00 98,558.16 106,402.22
AMERICAN CENTURY
ULTRA FUND P .000 .00 47,705.46 7,844.06
NEUBERGER BERMAN
PARTNERS TRUST S .00 .00 57,312.95 60,379.89 3,066.94
</TABLE>
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
SERIES OF REPORTABLE SECURITY TRANSACTIONS
EXCEEDING 5% OF FUND ASSETS
DURING THE PERIOD 01/01/97 TO 12/31/97
THE BANK OF NEW YORK
CHESAPEAKE - HOURLY
5% OF 12/31/96 MARKET VALUE OF 925,270.59 = 46,263.52
<TABLE>
<CAPTION>
TOTAL TOTAL
NO. OF NO. OF VALUE VALUE NET
ISSUE PURCHASES SALES PURCHASES SALES GAIN/LOSS
<S> <C> <C> <C> <C> <C>
COMMON STOCKS
CHESAPEAKE CORP 34 12 122,009.60 47,746.51 2,914.54
OTHER ASSETS
LASALLE INTEREST
INCOME FUND 82 32 80,814.82 104,3854.97 .00
ASSOCIATED BANK DIV
EQ FD 76 45 131,810.04 84,126.08 4,365.03
CHESAPEAKE CORP 28 58 62,720.33 16,744.37 .00
PHOENIX HIGH YIELD
FUND (A) 84 21 62,277.25 39,169.47 654.72
AMERICAN CENTURY
ULTRA FUND 82 42 314,781.88 150,366.25 11,688.73
DREYFUS A BONDS PLUS
FUND 85 20 79,174.63 38,474.32 43.37
NEUBERGER BERMAN
PARTNERS TRUST 79 30 174,209.28 92,383.37 4,561.63
SHORT TERM
INVESTMENTS
COLLECTIVE SHORT
TERM INVEST FD 82 53 142,432.04 137,196.69 .00
</TABLE>
<PAGE>
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
ALL SECURITY TRANSACTIONS WITH A PARTY
INVOLVED IN A SINGE REPORTABLE TRANSACTION
DURING THE PERIOD 01/01/97 TO 12/31/97
THE BANK OF NEW YORK
CHESAPEAKE - HOURLY
5% OF 12/31/96 MARKET VALUE OF 925,270.59 = 46,263.52
<TABLE>
<CAPTION>
PROCEEDS
REVALUED OR
TRANS BROKER COST PURCHASE NET
ISSUE TYPE PRICE COMMISSION DISPOSAL VALUE GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C>
NONE - 1 -
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in the registration statement
on Form S-8 of Chesapeake Corporation for the Chesapeake Corporation 401(k)
Savings Plan for Hourly Employees (File No. 33-26150) of our report dated
June 10, 1998, on our audits of the financial statements of the Chesapeake
Corporation 401(k) Savings Plan for Hourly Employees as of December 31,
1997 and 1996, and for the years ended December 31, 1997 and 1996, which
report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 26, 1998
