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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from _______ to _______
Commission file number 1-3203
SALARIED EMPLOYEES' STOCK PURCHASE PLAN
CHESAPEAKE CORPORATION
1021 East Cary Street
P. O. Box 2350
Richmond, Virginia 23218-2350
SALARIED EMPLOYEES' STOCK PURCHASE PLAN
Administration of the Plan:
The Plan is administered by the Salaried Employees' Stock
Purchase Plan Committee (the "Committee") under the direction
of the Board of Directors of Chesapeake Corporation (the
"Corporation"). The present members of the Committee 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:
Salaried Employees' Stock Purchase Plan:
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 Salaried Employees' Stock Purchase Plan
Committee (the "Committee") have duly caused this annual report
to be signed by the undersigned hereunto duly authorized.
SALARIED EMPLOYEES' STOCK PURCHASE PLAN
/s/ Thomas A. Smith
-------------------
Thomas A. Smith,
Chairman of the Committee
June 16, 2000
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Report of Independent Accountants
To the Salaried Employees' Stock
Purchase Plan 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 Salaried Employees' Stock Purchase Plan
(the "Plan") at March 31, 2000 and 1999, and the changes in plan
equity for each of the three years in the period ended March 31,
2000, in conformity with accounting principles generally accepted
in the United States. 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 auditing standards generally accepted in the
United States 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 16, 2000
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SALARIED EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
March 31, 2000 and 1999
2000 1999
------- -------
Asset:
Funds held by Chesapeake Corporation and
participating subsidiaries (Note 2) $5,597 $10,590
==================
Plan equity $5,597 $10,590
==================
The accompanying notes are an integral part of these financial
statements.
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SALARIED EMPLOYEES' STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the years ended March 31, 2000, 1999 and 1998
2000 1999 1998
---- ---- ----
Contributions (Notes 1 and 4):
Employees $1,811,971 $2,062,552 $2,121,744
Employer: $509,318 in 2000, $663,891
in 1999 and $373,316 in 1998; less
withheld taxes of $197,427, $263,748
and $146,564, respectively 311,891 400,143 226,752
---------- ---------- ----------
2,123,862 2,462,695 2,348,496
Deductions:
Purchase and distribution to
participants at year end of 64,654
shares in 2000 ($24.27 per share),
78,816 shares in 1999 ($28.84 per
share), and 59,857 shares in 1998
($34.93 per share) of common stock of
Chesapeake Corporation (Note 1) 1,569,075 2,272,856 2,090,882
Refunds to employees withdrawing from
the Plan attributable to (Note 1):
Employees' contributions for the year 559,212 190,832 117,132
Employees' account balances at
beginning of year 5,383 1,888 1,881
---------- ---------- ----------
2,133,670 2,465,576 2,209,895
---------- ---------- ----------
(Decrease) increase in plan equity
before transfers (9,808) (2,881) 138,601
Net transfers from Hourly Employees'
Stock Purchase Plan 4,815 12 266
Net transfers due to sale to St.
Laurent Paperboard Inc. (Note 5) - - (141,594)
---------- ---------- ----------
Decrease in plan equity (4,993) (2,869) (2,727)
Plan equity, beginning of year 10,590 13,459 16,186
---------- ---------- ----------
Plan equity, end of year $ 5,597 $ 10,590 $ 13,459
========== ========== ==========
The accompanying notes are an integral part of these financial
statements.
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SALARIED EMPLOYEES' STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
The stockholders of Chesapeake Corporation (the "Corporation")
have approved the Salaried Employees' Stock Purchase Plan (the
"Plan") and reserved a total of 2,587,559 shares of the
Corporation's common stock for sale to certain eligible full-
time salaried employees, as defined, of the Corporation and
participating subsidiaries (the "Employer").
The Plan is administered by the Salaried Employees' Stock
Purchase Plan 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 by the Plan. 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 2000, 1999 and 1998,
the employer contribution was 30.8%, 35.4% and 20.0%,
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, 2000, 2,307,718 shares (64,654 shares in the
current year and 2,243,064 in prior years) of the Corporation's
common stock had been issued under the Plan and 279,841 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
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
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NOTES TO FINANCIAL STATEMENTS, continued:
1. Description of the Plan, continued:
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 Plan years commencing
April 1, 1995 and later has been 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, 2000, 1999, and 1998, the Employer paid $1,498,
$2,107 and $1,159 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.
2. 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.
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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NOTES TO FINANCIAL STATEMENTS, continued:
4. Contributions to the Plan:
Contributions (net of withheld taxes) were as follows:
For the Year Ended March 31,
2000 1999 1998
------------------ ------------------ ------------------
Employer Employees Employer Employees Employer Employees
Chesapeake
Corporation $ 38,023 $ 228,231 $ 41,540 $ 193,187 $ 25,639 $ 221,168
Subsidiaries:
Delmarva
Properties Inc. 5,725 33,454 6,608 30,279 2,909 23,627
Chesapeake Display
and Packaging Co. 201,109 1,178,847 203,109 1,107,549 119,396 1,097,676
Wisconsin Tissue
Mills Inc. 62,768 345,531 137,007 670,805 71,237 615,185
Chesapeake Paper
Products
Company - - - - - 91,050
Chesapeake
Forest Products
Company 4,266 25,908 11,879 60,732 7,571 73,038
-------- ---------- -------- ---------- -------- ----------
Totals $311,891 $1,811,971 $400,143 $2,062,552 $226,752 $2,121,744
======== ========== ======== ========== ======== ==========
5. Sale of Kraft and Packaging Facilities:
On May 23, 1997, the Corporation sold substantially all of the
assets of Chesapeake Paper Products Company to St. Laurent
Paperboard Inc. ("St. Laurent"). In 1998, the Corporation
transferred accumulated 1996 carryover employee and employer
contributions and 1997 employee contributions made to the Plan
prior to the date of the sale to St. Laurent.
6. Change in Participation due to Joint Ventures:
Effective October 3, 1999, the Corporation contributed its
wholly owned subsidiary, Wisconsin Tissue Mills, Inc.(WT), to a
joint-venture with Georgia-Pacific Corporation (G-P). The
Corporation received a 5% interest in the joint-venture. The
Corporation distributed the accumulated 1998 carryover employee
and employer contributions and 1999 employee and employer
contributions which were made to the Plan to the WT
participants.
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NOTES TO FINANCIAL STATEMENTS, continued:
6. Change in Participation due to Joint Ventures, continued:
On February 18, 2000, Chesapeake contributed its litho-
laminated business of Chesapeake Display and Packaging Company
to a joint-venture with Georgia-Pacific Corporation. The
Corporation distributed the accumulated employee and employer
contributions as of March 31, 2000, to the applicable
participants.
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EXHIBIT 23.1
Consent of Independent Accountants
_______
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (File No. 33-14926) of
Chesapeake Corporation of our report dated June 16, 2000 relating
to the financial statements of the Chesapeake Corporation Salaried
Employees' Stock Purchase Plan, which appears in this Form 11-K.
/s/PRICEWATERHOUSECOOPERS LLP
------------------------------
PRICEWATERHOUSECOOPERS LLP
Richmond, Virginia
June 16, 2000
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