SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from _______ to _______
Commission file number 1-3203
STOCK PURCHASE PLAN FOR HOURLY EMPLOYEES
OF WISCONSIN TISSUE MILLS INC.
CHESAPEAKE CORPORATION
1021 East Cary Street
P. O. Box 2350
Richmond, Virginia 23218-2350
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STOCK PURCHASE PLAN FOR HOURLY EMPLOYEES OF
WISCONSIN TISSUE MILLS INC.
Administration of the Plan:
The Plan is administered by the Stock Purchase Plan for Hourly
Employees of Wisconsin Tissue Mills Inc. Committee (the
"Committee") under the direction of the Board of Directors of
Chesapeake Corporation (the "Corporation"). The present
members of the Committee are as follows:
Name Address
Thomas A. Smith (1) Richmond, Virginia 23218
J. P. Causey Jr. (2) Richmond, Virginia 23218
William T. Tolley (3) Richmond, Virginia 23218
(1) Mr. Smith is Vice President - Human Resources of
the Corporation and serves as the Committee Chairman.
(2) Mr. Causey is Senior Vice President, Secretary &
General Counsel of the Corporation.
(3) Mr. Tolley is Senior Vice President - Finance &
Chief Financial Officer of the Corporation.
Committee members are appointed by and serve at the pleasure of
the Board of Directors of the Corporation. Committee members
are employees of the Corporation and receive no additional
compensation for serving on the Committee. The Plan provides
that the Corporation will indemnify members of the Committee to
the same extent and on the same terms as it indemnifies its
officers and directors by reason of their being officers and
directors.
Financial Statements and Exhibits:
(a) Financial statements:
Stock Purchase Plan for Hourly Employees of Wisconsin
Tissue Mills Inc.:
Statements of Financial Condition
Statements of Income and Changes in Plan Equity
(b) Exhibit:
23.1 Consent of PricewaterhouseCoopers LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Stock Purchase Plan for Hourly Employees
of Wisconsin Tissue Mills Inc. Committee (the "Committee") have
duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
STOCK PURCHASE PLAN FOR HOURLY
EMPLOYEES OF WISCONSIN TISSUE MILLS INC.
By: \s\ Thomas A. Smith
-----------------------
Thomas A. Smith,
Chairman of the Committee
June 4, 1999
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Report of Independent Accountants
To the Stock Purchase Plan for Hourly Employees
of Wisconsin Tissue Mills Inc. Committee:
In our opinion, the accompanying statements of financial
condition and the related statements of income and changes in
plan equity present fairly, in all material respects, the
financial position of the Stock Purchase Plan for Hourly
Employees of Wisconsin Tissue Mills, Inc. (the "Plan") at March
31, 1999 and 1998, and the changes in plan equity for each of the
three years in the period ended March 31, 1999, in conformity
with generally accepted accounting principles. 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 of these
statements in accordance with generally accepted auditing
standards which 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, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
/s/PRICEWATERHOUSECOOPERS LLP
-----------------------------
PRICEWATERHOUSECOOPERS LLP
Richmond, Virginia
June 4, 1999
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STOCK PURCHASE PLAN FOR HOURLY EMPLOYEES OF WISCONSIN TISSUE
MILLS INC.
STATEMENTS OF FINANCIAL CONDITION
March 31, 1999 and 1998
1999 1998
------- -------
Asset:
Funds held by Wisconsin Tissue Mills Inc.
(Note 2) $ 996 $1,304
====== ======
Plan equity $ 996 $1,304
====== ======
The accompanying notes are an integral part of these financial
statements.
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STOCK PURCHASE PLAN FOR HOURLY EMPLOYEES OF WISCONSIN TISSUE
MILLS INC.
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the years ended March 31, 1999, 1998 and 1997
1999 1998 1997
---- ---- ----
Contributions (Note 1):
Employees $74,175 $64,677 $37,100
Employer: $22,543 in 1999, $11,883
in 1998 and $7,868 in 1997; less
withheld taxes of $9,592, $5,056
and $3,277, respectively 12,951 6,827 4,591
------- ------- -------
87,126 71,504 41,691
Deductions:
Purchase and distribution to
participants at year end of 2,655
shares in 1999 ($28.84 per share),
1,885 shares in 1998 ($34.93 per
share), and 1,345 shares in 1997
($28.76 per share) of common stock of
Chesapeake Corporation (Note 1) 76,564 65,845 38,686
Refunds to employees withdrawing from
the Plan attributable to:
Employees' contributions for the year 10,493 5,251 1,976
Employees' account balances at
beginning of year 377 133 -
------- ------- -------
87,434 71,229 40,662
------- ------- -------
(Decrease) increase in plan equity (308) 275 1,029
Plan equity, beginning of period 1,304 1,029 -
------- ------- -------
Plan equity, end of period $ 996 $ 1,304 $ 1,029
======= ======= =======
The accompanying notes are in integral part of these financial
statements.
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STOCK PURCHASE PLAN FOR HOURLY EMPLOYEES OF WISCONSIN TISSUE MILLS
INC.
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
The Board of Directors of Chesapeake Corporation (the
"Corporation") has approved the Stock Purchase Plan for Hourly
Employees of Wisconsin Tissue Mills Inc. (the "Plan") and
reserved a total of 300,000 shares of the Corporation's common
stock for sale to certain eligible hourly employees, as
defined, of participating operations of Wisconsin Tissue Mills
Inc. and its designated subsidiaries (the "Employer").
The Plan is administered by the Stock Purchase Plan for Hourly
Employees of Wisconsin Tissue Mills Inc. Committee (the
"Committee"), whose members are appointed by the Corporation's
Board of Directors and are employees of the Corporation.
Participants in the Plan are permitted to invest between one
and five percent of their basic compensation, as defined. The
Employer contributes to the Plan, as of the end of the Plan
Year, a percentage (determined by the Committee of the Plan, up
to 60%) of the participant's contribution reduced by amounts
required to be withheld under income tax, Federal Insurance
Contributions Act tax and comparable laws. For fiscal years
1999, 1998 and 1997, the employer contribution was 35.4%, 20%
and 22.4%, respectively, of the participants' contributions net
of refunds. 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.
As of March 31, 1999, 5,885 shares (2,655 shares in the current
year and 3,230 in prior years) of the Corporation's common
stock had been issued under the Plan and 294,115 shares were
available for future issuance.
An employee's participation in the Plan terminates if the
participant ceases to be employed by the Employer for any
reason, including death. A participant who retires may
continue to participate in the Plan until the end of the next
Plan Year following the date of the participant's retirement
without making future contributions. A participant may also
voluntarily terminate his participation in the Plan at any
time. The Plan provides that any participant whose
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1. Description of the Plan, continued:
participation in the Plan terminates and who receives a refund
of contributions will also receive an interest payment for the
contributions credited as of the end of the calendar quarter
preceding the date participation in the Plan is terminated.
The Committee will prescribe the applicable interest rate, or
the manner in which such interest rate will be determined, for
each Plan Year. The interest rate for the period beginning
November 1, 1996 (date of commencement) was 5% per annum
compounded quarterly. This interest rate will stay in effect
from year to year until it is changed by the Committee. For
the Plan Years ended March 31, 1999, 1998 and 1997, the
Employer paid $97, $65 and $12 of interest, respectively, to
employees withdrawing from the plan. An individual who
terminates participation in the plan forfeits all rights to any
contribution from the Employer with respect to the Plan Year
that includes the date of such termination, except for any
interest credit. Participants have a 100% vested interest in
their contributions.
The fiscal year of the Plan ends each March 31. The Plan was
instituted November 1, 1996; therefore, the period ended March
31, 1997 reflects only five months of activity.
2. Funds Held by Wisconsin Tissue Mills Inc.:
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.
3. Taxes and Expenses:
The Plan is not qualified under Section 401(a) of the Internal
Revenue Code and is not subject to the provisions of the
Employee Retirement Income Security Act of 1974. The
Employer's contribution, when made to the Plan, is taxable to a
participant as ordinary income. Purchases of stock by the Plan
result in no gain or loss to the participant; therefore, no tax
consequences are incurred by a participant upon receipt of
stock purchased under the Plan. Sale by a participant of
shares acquired under the Plan will result in a gain or loss in
an amount equal to the difference between the sale price and
the price paid for the stock acquired pursuant to the Plan.
The Plan is not subject to income taxes.
Expenses of administering the Plan are borne by the Employer.
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EXHIBIT 23.1
Consent of PricewaterhouseCoopers LLP
_______
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (File No. 33-14189) of
Chesapeake Corporation of our report dated June 4, 1999 appearing
on page 3 of this Form 11-K.
/s/ PRICEWATERHOUSECOOPERS LLP
------------------------------
PRICEWATERHOUSECOOPERS LLP
Richmond, Virginia
June 4, 1999
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