UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
_X_ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended June 3, 2000.
or
___ Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
Commission File Number: 0-5813
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Herman Miller, Inc. Profit Sharing and 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and address of
its principal executive office:
Herman Miller, Inc.
855 East Main Avenue
PO Box 302
Zeeland, Michigan 49464-0302
Page 1 of 4 Pages
Exhibit Index at Page 2
<PAGE>
FINANCIAL STATEMENTS
The following financial statements are filed as part of this report:
- - Report of Independent Public Accountants
- - Statements of Net Assets Available for Plan Benefits as of June 3, 2000,
and May 29, 1999
- - Statements of Changes in Net Assets Available for Plan Benefits for the
years ended June 3, 2000, and May 29, 1999
- - Notes to Financial Statements
- - Schedule of Assets Held for Investment Purposes as of June 3, 2000
- - Schedule of Reportable Transactions for the year ended June 3, 2000
Note: In accordance with the instructions to this Form 11-K, "plans subject
to the Employee Retirement Income Security Act of 1974 ("ERISA") may
file plan financial statements and schedules prepared in accordance
with the financial reporting requirements of ERISA." As the Plan is
subject to the filing requirements of ERISA, the aforementioned
financial statements and schedules of the Plan have been prepared in
accordance with such requirements.
EXHIBITS
The following exhibits are filed as part of this report:
- - Consent of Arthur Andersen LLP
Page 2 of 4 Pages
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Herman Miller, Inc.:
As independent public accountants, we hereby consent to the incorporation of our
report dated November 9, 2000, included in this Form 11-K, into the Company's
previously filed Form S-8 Registration Statement file No. 2-84202.
/s/ Arthur Andersen LLP
Grand Rapids, Michigan,
November 28, 2000
Page 3 of 4 Pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
November 28, 2000 HERMAN MILLER, INC. PROFIT SHARING
AND 401(K) PLAN
By /s/ James E. Christenson
James E. Christenson
Executive Vice President, Legal Services,
and Secretary, on behalf of The Plan
Administrative Committee, the Plan's Named
Administrator and Fiduciary
Page 4 of 4 Pages
<PAGE>
HERMAN MILLER, INC.
PROFIT SHARING AND 401(K) PLAN
FINANCIAL STATEMENTS AS OF JUNE 3, 2000 AND MAY 29, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
Report of Independent Public Accountants
To Herman Miller, Inc.,
Administrator of the Herman Miller, Inc.
Profit Sharing and 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN (the "Plan") as of
June 3, 2000 and May 29, 1999, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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
June 3, 2000 and May 29, 1999, and the changes in its net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions 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
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.
/s/ Arthur Andersen LLP
Grand Rapids, Michigan,
November 9, 2000.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
Statement of Net Assets Available for Benefits as of
June 3, 2000 and May 29, 1999 1
Statement of Changes in Net Assets Available for
Benefits for the Years Ended June 3, 2000 and May 29, 1999 2
Notes to Financial Statements 3-9
Schedule 4i - Schedule of Assets Held for
Investment Purposes as of June 3, 2000 10-11
Schedule 4j - Schedule of Reportable Transactions 12
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 3, 2000 AND MAY 29, 1999
<TABLE>
2000 1999
------------ -----------
<S> <C> <C>
ASSETS:
Investments, at fair value (Note 5): $396,144,451 $265,991,269
------------ ------------
Receivables:
Employer contributions 4,748,531 5,930,385
Employee contributions 345,962 299,536
Investment income 258,770 264,851
------------ ------------
Total receivables 5,353,263 6,494,772
------------ ------------
Net assets available for benefits $401,497,714 $272,486,041
============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of
these statements.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 3, 2000 AND MAY 29, 1999
<TABLE>
2000 1999
------------ ------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends $ 11,556,505 $ 7,301,539
Interest 530,088 316,370
Net appreciation (depreciation) in fair
value of investments (Note 5) 95,068,608 (46,019,435)
------------ ------------
Total investment income (loss) 107,155,201 (38,401,526)
------------ ------------
CONTRIBUTIONS:
Employer 12,734,707 18,459,825
Employee 21,678,519 16,590,895
------------ ------------
Total contributions 34,413,226 35,050,720
------------ ------------
TRANSFERS FROM OTHER PLANS (Note 2) 5,331,683 30,572,590
BENEFIT PAYMENTS (17,864,143) (12,714,978)
ADMINISTRATIVE EXPENSES (24,294) (277,301)
------------ ------------
Net increase in net assets
available for benefits 129,011,673 14,229,505
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 272,486,041 258,256,536
------------ ------------
End of year $401,497,714 $272,486,041
============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of
these statements.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The financial statements of the Herman Miller, Inc. Profit Sharing and
401(k) Plan (the "Plan") are on the accrual basis of accounting.
Investments are stated at their fair value, which is the quoted market
price as reported by Putnam Fiduciary Trust Company, the Plan 's trustee.
In accordance with the Accounting Standards Executive Committee's Statement
of Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" (SOP 99-3),
participant-directed investment programs are not disclosed.
Conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect
the reported amounts in the Plan's financial statements. Actual results may
differ from those estimates.
(2) PLAN AMENDMENT AND RESTATEMENT
Effective March 31, 2000, and June 1, 1999, the Plan was amended to merge
the assets of two separate defined contribution plans that were previously
maintained by two non-participating affiliate members of the controlled
group into the Plan.
Effective December 1, 1998, the Plan was amended and restated to merge the
assets of four separate defined contribution plans that were previously
maintained by various non-participating affiliate members of the controlled
group into the Plan. The name of the Plan was also changed from the Herman
Miller, Inc. Employee Ownership - Profit Sharing Plan to the Herman Miller,
Inc. Profit Sharing and 401(k) Plan. Participation requirements and
employer contributions of the Plan were also amended. The provisions of the
Plan described in Note 3 are those in effect after the amendment and
restatement.
(3) PLAN DESCRIPTION
The Plan, a defined contribution plan, is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The following
description of the major provisions of the Plan is provided for general
information purposes only. Reference should be made to the Plan document
for more complete information.
Company: The "Company" means Herman Miller, Inc., and its
participating affiliates, also referred to herein as the "Employer".
The Company is the Administrator of the Plan.
Participating Affiliates: Any member of the controlled group, the
principal operations of which are located in the United States, which
has adopted this Plan for the benefit of any or all of its employees.
Participation Requirements: All employees of participating affiliates
are eligible on the first day of the next plan quarter after the
employee has completed 30 days of employment and attained age 18.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Vesting: Participants are fully vested at all times. They have a
nonforfeitable right to their contributory account and to the Employer
contributions and the earnings thereon.
Employer Profit Sharing Contribution: The Plan provides for an annual
non-elective employer contribution for each participant into the
Company stock fund. The contribution for the first three plan quarters
of each plan year will not exceed three percent of the compensation of
eligible participants for the plan year to date. The contribution for
the fourth plan quarter of each plan year will not exceed six percent
of the compensation of eligible participants for the plan year reduced
by the amount of the contributions for the first three plan quarters
of the year. The profit sharing contribution is allocated to the
accounts of eligible participants based on the ratio of each
participant's compensation for the plan year to the total of all
eligible participants' compensation for the plan year, limited to
$30,000 or 25% of participant compensation, whichever is less.
Salary Deferral Contributions: A participant may make salary deferral
contributions to the Plan. Such deferral is limited to a maximum
amount or percentage of the participant's base compensation as
determined by the Plan. The salary deferral contributions are
invested, as specified by the participant, in the Company's common
stock, the funds and accounts offered under the Plan, or a combination
thereof.
Employer Matching Contributions: The Company will contribute to the
trust as matching contributions up to 50% of the participant's salary
deferral contribution not to exceed 3% of the participant's
compensation.
Participant Accounts: Individual accounts are maintained for each
participant to reflect the participant's contributions, employer
contributions and investment earnings. Investment earnings are
allocated daily based on each participant's relative account balance
within the respective fund.
Voting Rights: Each participant is entitled to exercise voting rights
attributable to Herman Miller, Inc., common stock allocated to his or
her account and is notified by the trustee prior to the time that such
rights are to be exercised. If a participant fails to provide
direction as to voting their shares on any issue, the trustee will
vote the shares as directed by the Plan Administrator.
Benefit Payments: For substantially all Plan participants upon
retirement, termination, death or disability, a benefit payment shall
be made in the form of a single lump sum payment of a participant's
entire account balance via distribution of the Company's stock, cash
or a combination of both as directed by the participant and defined in
the Plan.
Investment Options: The Plan agreement provides for the following
investment options:
Herman Miller, Inc. Common Stock Fund - Invested solely in the
common stock of the Company.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Putnam Asset Allocation: Conservative Portfolio - Consists of
investments which seek total return consistent with capital
preservation. The fund is designed for investors who are willing
to accept a reduced potential for growth in exchange for less
risk. Substantial investments in investment-grade bonds are
designed to reduce risk overall, while a portion remains in
stocks to help investments stay ahead of inflation.
Putnam Asset Allocation: Balanced Portfolio - Consists of
investments which seek total return. The fund is designed for
investors who want an investment with moderate risk and the
potential for moderate growth. The balance between the relative
stability of bonds and the fluctuation of stocks is designed to
reduce overall risk.
Putnam Asset Allocation: Growth Portfolio - Consists of
investments which seek capital appreciation. The fund is designed
for relatively aggressive investors who are willing to accept
greater risk in exchange for a higher growth potential.
Diversification is among different types of stocks, with some
investments in bonds and money market instruments.
Putnam OTC & Emerging Growth Fund - Consists primarily of
investments in stocks of small to midsize emerging growth
companies traded on the over-the-counter market and on national
exchanges.
Putnam Investors Fund - Consists primarily of investments in
blue-chip stocks - those of large, well-established companies -
selected from a broad range of industries. The fund targets
companies that are enjoying rising sales and profits and that
have dominant positions within their industries.
Putnam International Growth Fund - Consists primarily of
investments in a diversified portfolio of stocks of companies
located mainly outside the United States.
Putnam Stable Value Fund - Consists of investments which seek
stability of principal by investing mainly in investment
contracts or similar investments issued by insurance companies,
banks and similar financial institutions. To provide liquidity, a
portion of the fund's assets is invested in high-quality money
market instruments.
Putnam Voyager Fund - Consists primarily of investments in a
combination of stocks of small companies expected to grow over
time as well as stocks of larger, more established corporations.
Putnam S&P 500 Index Fund - Consists solely of investments that
closely approximate the return of the Standard and Poor's 500
Index (S&P 500), which is an indicator of U.S. stock market
performance.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
Vanguard Wellington Fund - Consists of investments which are
designed to pursue three investment objectives: (a) conservation
of capital, (b) reasonable current income and (c) profits without
undue risk. The fund uses a balanced investment approach,
allocating 60% to 70% of net assets to equities and 30% to 40% to
fixed-income securities.
PIMCO Total Return Fund - Consists of investments which seek
maximum current income and price appreciation consistent with
preservation of capital and prudent investment management. The
fund targets intermediate-maturity, fixed-income securities from
all major sectors of the bond market.
Fidelity Equity-Income Fund - Consists primarily of investments
which generate moderate income while considering the potential
for capital appreciation. The fund seeks to provide a yield that
exceeds the yield of the securities in the S&P 500.
Pooled Loan Account - Upon approval, a participant may receive a
loan from their salary deferral account. The loan amount shall
not exceed the lesser of (1) 50% of the sum of all of the
participant's account balances as of the end of the plan year
preceding the date on which the loan is approved or $50,000,
whichever amount is smaller; or (2) 100% of the participant's
salary deferral account balance as of the end of the plan year
preceding the date on which the loan is approved. The period of
the loan will not exceed five years unless the proceeds are used
to acquire the participant's principal dwelling unit. The loans
shall bear interest at a rate representative of rates charged by
commercial lending institutions for comparable loans. All loans
must be repaid in monthly installments of principal and interest
through payroll deduction arrangements with the Company or repaid
directly to the trustee.
Termination: The Plan may be discontinued at any time by the Company,
but only upon the condition that such action shall render it
impossible for any part of the trust to be used for purposes other
than the exclusive benefit of participants. Upon complete or partial
termination of the Plan, including complete discontinuance of
contributions, the trust will continue to be administered as provided
in the trust agreement. The Company currently has no intention to
terminate the Plan.
(4) TRUST AGREEMENT
Under a trust agreement dated December 1, 1998, with the Plan
Administrator, Putnam Fiduciary Trust Company (the "Trustee") was appointed
Trustee of the Plan. Prior to December 1, 1998, Huntington National Bank
was the Plan's trustee. In accordance with the responsibilities of the
Trustee, as designated in the Trust Agreement, the Trustee administers and
invests the Plan's assets and the income therefrom for the benefit of the
Plan's participants. All expenses, other than the trustee fees paid by the
Plan, are paid by the Company.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(5) INVESTMENTS
The fair value of individual investments that represent 5% or more of the
Plan's total net assets is as follows as of the years ended:
<TABLE>
June 3, 2000 May 29, 1999
------------ ------------
<S> <C> <C>
Common Stock -
Herman Miller, Inc., 7,138,491 $212,370,111* $147,146,518*
and 7,288,993 shares, respectively
Mutual Funds -
Putnam Investors Fund 25,831,250 16,920,316
Putnam Voyager Fund 84,673,412 55,368,286
*Nonparticipant-directed
</TABLE>
During 2000 and 1999, the Plan's investments (including investments purchased
and sold, as well as those held during the year) appreciated/
(depreciated) in value by $95,068,608 and $(46,019,435), respectively,
as follows for the years ended:
<TABLE>
June 3, 2000 May 29, 1999
------------ ------------
<S> <C> <C>
Common Stock $68,156,117 $(51,302,600)
Mutual Funds 26,912,491 5,283,165
----------- ------------
$95,068,608 $(46,019,435)
=========== ============
</TABLE>
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(6) NONPARTICIPANT - DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
<TABLE>
June 3, 2000 May 29, 1999
------------ ------------
<S> <C> <C>
Net assets-
Common stock $217,107,296 $153,238,727
</TABLE>
<TABLE>
Year Ended
June 3, 2000
------------
<S> <C>
Changes in net assets-
Contributions $ 9,619,194
Dividends 1,064,317
Net appreciation 68,156,117
Benefits payments (9,343,102)
Transfers to participant-directed investments (5,623,217)
Administrative expenses (4,740)
------------
$63,868,569
============
</TABLE>
(7) RELATED PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Putnam
Investment Management, Inc., an affiliate of Putnam Fiduciary Trust
Company, the Trustee. Therefore, these transactions are considered
party-in-interest transactions under ERISA. Fees paid by the Plan for
trustee services were $24,294 and $277,301 for the years ended June 3, 2000
and May 29, 1999, respectively.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(8) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
June 3, 2000 May 29, 1999
------------ ------------
<S> <C> <C>
Net assets available for benefits
per the financial statements $401,497,714 $272,486,041
Amounts allocated to withdrawing
participants - (300,784)
------------ ------------
Net assets available for benefits
per the Form 5500 $401,497,714 $272,185,257
============ ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
Year Ended
June 3, 2000
------------
<S> <C>
Benefits paid to participants per the
financial statements $17,864,143
Add: Amounts allocated to withdrawing
participants at June 3, 2000 -
Less: Amounts allocated to withdrawing
Participants at May 29, 1999 (300,784)
-----------
Benefits paid to participants per the Form 5500 $17,563,359
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to the plan's year end, but not yet paid as of that date.
(9) TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated October 2, 1996, that the Plan is qualified and the trust
established under the Plan is tax-exempt under the appropriate sections of
the Internal Revenue Code ("IRC"). The Plan has been amended since
receiving the determination letter. However, the Plan Administrator and the
Plan's tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable provisions of the IRC.
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
PLAN NUMBER: 002
HERMAN MILLER, INC.
EIN: 38-0837640
SCHEDULE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 3, 2000
<TABLE>
Fair
Identity of Issuer Description of Investment Value
------------------ ------------------------- ------------
<S> <C> <C>
Common Stock
------------
Herman Miller, Inc.* Herman Miller, Inc. Common Stock Fund
(7,138,491 Shares)
Cost: $82,711,934 $212,370,111
------------
Mutual Funds
------------
Putnam Fiduciary Trust Asset Allocation: Conservative Portfolio
Company* (111,034 Units) 1,146,980
Asset Allocation: Balanced Portfolio
(86,471 Units) 1,112,883
Asset Allocation: Growth Portfolio
(94,208 Units) 1,382,972
OTC and Emerging Growth Fund
(295,685 Units) 9,071,602
Investors Fund
(1,376,199 Units) 25,831,250
International Growth Fund
(368,930 Units) 10,857,614
Stable Value Fund
(14,757,827 Units) 14,757,827
Voyager Fund
(2,684,020 Units) 84,673,412
S&P 500 Index Fund
(241,602 Units) 8,521,298
</TABLE>
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
PLAN NUMBER: 002
HERMAN MILLER, INC.
EIN: 38-0837640
SCHEDULE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 3, 2000
(Continued)
<TABLE>
Fair
Identity of Issuer Description of Investment Value
------------------ ------------------------- ------------
<S> <C> <C>
Vanguard Wellington Fund
(133,429 units) $ 3,776,041
PIMCO Total Return Fund
(786,684 units) 7,788,168
Fidelity Equity - Income Fund
(137,558 units) 7,337,337
------------
Total Mutual Funds 176,257,384
------------
Various plan participants* Participant Loans(interest rates
ranging from 6.5% to 11%) 7,516,956
------------
Total assets held for investment purposes $396,144,451
============
</TABLE>
*Represents parties-in-interest
<PAGE>
HERMAN MILLER, INC. PROFIT SHARING AND 401(K) PLAN
PLAN NUMBER: 002
HERMAN MILLER, INC.
EIN: 38-0837640
SCHEDULE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 3, 2000
<TABLE>
c d
a b Purchase Selling g i
Identity of Issuer Description of Investment Price Price Cost of Asset Net Gain
------------------ ------------------------- ----------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Herman Miller, Inc. Herman Miller, Inc.
Common Stock $16,903,597 $19,836,121 $12,740,345 $7,095,776
</TABLE>
NOTE: This schedule was prepared in accordance with the regulations of the
Employee Retirement Income Security Act of 1974 to report all
transactions involving securities of the same issue which, in the
aggregate, exceed 5% of the net assets of the Plan at the beginning of
the period.
