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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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________.
Commission File No.: 0-12954
A. Full title of the plan and the address of the plan, if different from
that of the issuer below:
Lancaster Press, Inc. Union Savings Plan
3575 Hempland Road
Lancaster, PA 17604-3457
B. Name of the issuer of the securities held pursuant to the plan and the
address of the principal executive office:
Cadmus Communications Corporation
6620 West Broad Street, Suite 240
Richmond, Virginia 23230
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REQUIRED INFORMATION
The following financial statements are furnished for the Lancaster Press,
Inc. Union Savings Plan:
Report of Independent Public Accountants
Statement of Net Assets Available for Plan Benefits
As of December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999
Notes to Financial Statements December 31, 1999 and 1998
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
Consent of Independent Public Accountants
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Report of Independent Public Accountants
To the Plan Administrator and Participants of
Lancaster Press, Inc. Union Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Lancaster Press, Inc. Union Savings Plan (the "Plan") as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1999. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule 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 plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for plan
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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 schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen LLP
Richmond, Virginia
June 14, 2000
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Lancaster Press, Inc. Union Savings Plan
Financial Statements
As of December 31, 1999 and 1998
Together With Auditors' Report
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Lancaster Press, Inc. Union Savings Plan
<TABLE>
<CAPTION>
Table of Contents
Page
<S> <C>
Statements of Net Assets Available for Plan Benefits
As of December 31, 1999 and 1998 1
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999 2
Notes to Financial Statements
December 31, 1999 and 1998 3
Schedule of Assets Held for Investment Purposes
As of December 31, 1999 7
</TABLE>
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Lancaster Press, Inc. Union Savings Plan
Statements of Net Assets Available for Plan Benefits
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
Assets:
<S> <C> <C>
Investments, participant-directed, at fair value (Note 3) $1,911,076 $1,582,992
Contributions receivable 20,344 21,141
---------- ----------
Net assets available for plan benefits $1,931,420 $1,604,133
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</TABLE>
The accompanying notes are an integral part of these statements.
1
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Lancaster Press, Inc. Union Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Additions:
Investment income-
Interest $ 46,509
Net appreciation in the fair value of investments 159,634
Participants' contributions 216,720
----------
Total additions 422,863
----------
Deductions:
Benefits paid to participants 95,576
----------
Net additions 327,287
Net assets available for plan benefits:
Beginning of year 1,604,133
----------
End of year $1,931,420
==========
</TABLE>
The accompanying notes are an integral part of this statement.
2
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Lancaster Press, Inc. Union Savings Plan
Notes to Financial Statements
December 31, 1999 and 1998
1. Description of the Plan:
The following description of the Lancaster Press, Inc. Union Savings Plan (the
"Plan") provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General
Lancaster Press, Inc. ("LPI") established the Plan on January 1, 1992. On May
21, 1996, the Company was purchased by Cadmus Communications Corporation
("Cadmus"). In 1998, the Plan sponsor was changed from LPI to Cadmus Journal
Services, Inc. (the "Company"), a subsidiary of Cadmus. The Plan is a defined
contribution plan covering all employees who are a member of one of the
following three collective bargaining units: Graphic Communications Union -
Local 160-M, Graphic Communications International Union - Local 138B or
Lancaster Local No. 70 - Printing, Publishing and Media Workers Sector - CWA.
The Plan was established under the provisions of Section 401(a) of the Internal
Revenue Code (the "Code") and includes a qualified deferred arrangement as
described in Section 401(k) of the Code. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.
Plan Administration
The Plan is administered by the Plan Trustees, a group comprised of employees of
the Company, who are not compensated for administrative services rendered.
Contributions
The Plan allows participants to make tax deferred deposits of 1 percent to 15
percent of pretax earnings. The Plan does not provide for employer
contributions. Employee contributions are limited to the maximum amount
allowable under the Code. Qualified distributions from other retirement plans
can also be contributed to and retained by the Plan as a rollover contribution.
Eligibility
Covered employees of the Company are eligible to participate in the Plan once
they are a member of one of the three collective bargaining units mentioned
above.
Vesting
Participants are immediately vested in their contributions and earnings thereon.
Distributions
Participants may make complete or partial withdrawals from their accounts at any
time after one of the following: reaching age 59-1/2, termination of employment,
termination of the
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Plan by the Company without a replacement plan, as defined, permanent
disability, or financial hardship (subject to limitation). In the event of the
death of a participant, the participant's account is distributed to the
participant's beneficiary. Withdrawals may be paid in a lump sum or
installments.
Participant's Account
Each participant's account is credited with the employee elected salary deferral
and an allocation of Plan earnings. Allocations are based on the participant's
account balances, as defined in the Plan. The benefit to which a participant is
entitled is the benefit which can be provided from the participant's account.
2. Summary of Significant Accounting Policies:
Basis of Accounting
The Plan's financial statements are presented on the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan's management to make estimates and
assumptions that affect the reported amounts of net assets available for plan
benefits and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of changes in net assets available
for plan benefits during the reporting period. Actual results could differ from
those estimates.
Investment Valuation
The Plan's investments are stated at fair market value and unrealized
appreciation (depreciation) of the assets is based on the market value of the
assets at the beginning of the period or at the date of purchase, if purchased
during the current period. Fair market value is determined primarily based upon
the fair market value of the underlying assets. Securities traded in the public
markets are valued at their quoted market prices. Purchases and sales of
securities are reflected on a trade-date basis.
Income Recognition
Interest and dividend income are recorded as earned.
Net Appreciation in Fair Value of Investments
Net realized and unrealized appreciation is recorded in the accompanying
statement of changes in net assets available for plan benefits as net
appreciation in the fair value of investments.
Administrative Expenses
All expenses of the Plan may be paid out of the Plan unless paid by the Company.
Reclassifications
Certain previously reported amounts have been reclassified to conform to current
year presentation.
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3. Investments:
Participants may choose to invest their salary deferrals among four investment
funds, each managed by The Vanguard Group, or a fund comprised of Cadmus common
stock. Participants can direct the investment of contributions and can transfer
funds between investments on a quarterly basis.
Investments that represent 5 percent or more of the Plan's net assets available
for plan benefits as of December 31, 1999 and 1998, are as follows:
<TABLE>
<CAPTION>
1999 1998
---------- --------
<S> <C> <C>
The Vanguard Group - Money Market Reserves - Federal Portfolio Fund $ 108,713 $107,639
The Vanguard Group - Fixed Income Securities Fund - Short-Term Federal Portfolio Fund 115,253 128,238
The Vanguard Group - Wellington Fund 608,638 637,568
The Vanguard Group - Index Trust - 500 Portfolio Fund 1,077,001 706,848
</TABLE>
During 1999, the Plan's investments appreciated (depreciated) in fair value as
follows:
<TABLE>
<S> <C>
Mutual funds $162,013
Common stock (2,379)
--------
Net appreciation $159,634
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</TABLE>
4. Tax Status:
The Plan has received a favorable determination letter dated February 2, 1996,
from the Internal Revenue Service ("IRS") stating that the Plan was designed in
accordance with the applicable plan design requirements as of that date, and as
a result, the underlying trust is tax exempt. The Plan Administrator is of the
opinion that the Plan continues to operate as designed.
5. Plan Termination:
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue the Plan at any time, subject to the provisions of
ERISA. In the event of Plan termination, participants will become fully vested
in their accounts.
6. Distributions Paid to Participants:
Distributions paid to participants are generally made on a monthly basis for
those requests processed in the previous month. There was no distribution
payable to participants as of December 31, 1999 or 1998.
7. Related-Party Transactions:
The Plan invests in Cadmus Communications Corporation common stock. This is a
related-party transaction and is identified as a party-in-interest in the
accompanying schedule.
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8. New Accounting Pronouncement:
The Accounting Standards Executive Committee issued Statement of Position
("SOP") 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters," which eliminates the requirement for
a defined contribution plan to disclose participant directed investment
programs. The SOP was adopted for the 1999 financial statements and, as such,
the 1998 financial statements have been reclassified to eliminate the
participant directed fund investment program disclosures.
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Lancaster Press, Inc. Union Savings Plan
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
<TABLE>
<CAPTION>
Description of Investment Type of Investment Fair Value
---------------------------------------------------------------------- ------------------------- ----------
<S> <C> <C>
The Vanguard Group - Money Market Reserves - Federal Portfolio Fund Mutual fund $ 108,713
The Vanguard Group - Fixed Income Securities Fund - Short-Term Federal Mutual fund 115,253
Portfolio Fund
The Vanguard Group - Wellington Fund Mutual fund 608,638
The Vanguard Group - Index Trust - 500 Portfolio Fund Mutual fund 1,077,001
Cadmus Communications Corporation * Common stock (173 shares) 1,471
</TABLE>
* Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator of the Plan has caused this Annual Report to be signed on its
behalf by the undersigned thereunto duly authorized.
LANCASTER PRESS, INC. UNION SAVINGS PLAN
Cadmus Journal Services, Inc.,
as successor in interest by merger to Lancaster
Press, Inc.
(As Plan Administrator)
June 28, 2000 By: /s/ David E. Bosher
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(Date) David E. Bosher
Cadmus Journal Services, Inc.
Vice President and Treasurer
