<PAGE>
<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 11-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 1-11802
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM -------------------- TO --------------------
(Logo ommitted)
WORLD COLOR PRESS, INC.
401 (K) PLAN
WORLD COLOR PRESS, INC.
THE MILL, 340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
(Address of principal executive offices)
203-532-4200
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
WORLD COLOR PRESS, INC. 401(K) PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits with
Supplemental Information by Fund 3-4
Notes to Financial Statements 5-9
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND
FOR THE YEAR THEN ENDED:
Item 27(a) - Schedule of Assets Held for Investment Purposes 10
Item 27(d) - Schedule of Reportable Transactions 11
SIGNATURES 12
</TABLE>
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
World Color Press, Inc. 401 (k) Plan
We have audited the accompanying statements of net assets available for benefits
of the World Color Press, Inc. 401 (k) Plan (the "Plan") as of December 31,
1998 and 1997, and the related statements of changes in net assets available
for benefits for the years then ended. 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 assesing 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, 1998 and 1997, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents 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 information by fund in the statements of net assets
available for benefits and the statements of changes in net assets available
for benefits is presented for the purpose of additional analysis rather than
to present the net assets available for benefits and changes in net assets
available for benefits of the individual funds. The supplemental schedules
and supplemental information by fund is the responsibility of the Plan's
management. Such supplemental schedules and supplemental information by fund
have been subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
DELOITTE & TOUCHE LLP
New York, New York
June 11, 1999
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
WORLD COLOR PRESS, INC. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
1998 1997
<S> <C> <C>
INVESTMENTS:
Investment in Putnam Investments:
Fidelity Contrafund $ 27,170,983 $ -
Neuberger & Berman Genesis Trust 14,095,193 -
The George Putnam Fund of Boston 16,916,390 -
The Putnam Fund for Growth and Income 44,784,410 -
Putnam Income Fund 3,185,938 -
Stable Value Fund 49,454,129 -
Mutual Benefit GIC Fund 5,377,718 -
Putnam S&P 500 Index Fund 14,207,197 -
Putnam International Growth Fund 4,397,239 -
World Color Press, Inc. Stock Fund 874,415 -
Investment in Connecticut General Life
Insurance Company
General Account (at contract value):
CIGNA Guaranteed Long-term Fund - 6,512,255
Investment in Connecticut General Life
Insurance Company
Pooled Separate Accounts (at fair value):
Fidelity Puritan Fund - 979,552
Fidelity Growth & Income Portfolio Fund - 3,405,162
Fidelity Advisor Growth Opportunities Fund - 2,002,003
Twentieth Century Ultra Investors Fund - 2,193,244
CASH TRANSACTION ACCOUNT 568 42,952
PARTICIPANT LOANS 8,803,071 963,620
------------- -------------
Total investments 189,267,251 16,098,788
EMPLOYEE CONTRIBUTIONS RECEIVABLE - 125,503
LOAN INTEREST RECEIVABLE - 1,248
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 189,267,251 $ 16,225,539
============= =============
See notes to financial statements.
-2-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
WORLD COLOR PRESS, INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH SUPPLEMENTAL
INFORMATION BY FUND
YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
CIGNA FUNDS
--------------------------------------------------
FIDELITY
CIGNA GROWTH &
GUARANTEED FIDELITY INCOME
LONG-TERM PURITAN PORTFOLIO
FUND FUND FUND
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1997 $ 6,544,472 $ 992,634 $ 3,440,744
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS):
Investment income 175,225 - -
Employer contributions - - -
Employee contributions 498,115 250,850 645,970
Net appreciation (depreciation)
in fair value of investments - 83,740 367,650
Net loans 17,514 2,111 6,264
Benefit payments (261,343) (27,949) (88,255)
Forfeitures - - -
Interfund transfers - net 310,249 (48,742) (128,742)
Distributions from pending account 12,811 3,735 10,222
Adjustments/other 588 22 (455)
Administrative charge (1,821) (167) (521)
Transfers out to successor trustee (7,295,810) (1,256,234) (4,252,877)
Transfers in from former trustee - - -
Transfers in from merged plans - - -
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS) (6,544,472) (992,634) (3,440,744)
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1998 $ - $ - $ -
============ ============ ============
CIGNA FUNDS
--------------------------------------------------
FIDELITY TWENTIETH
ADVISOR CENTURY
GROWTH ULTRA CASH
OPPORTUNITIES INVESTORS TRANSACTION
FUND FUND ACCOUNT
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1997 $ 2,024,554 $ 2,216,563 $ 42,952
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS):
Investment income - - -
Employer contributions - - -
Employee contributions 580,592 582,841 -
Net appreciation (depreciation)
in fair value of investments 138,552 309,330 -
Net loans 4,342 5,553 -
Benefit payments (65,004) (158,567) -
Forfeitures - - -
Interfund transfers - net (147,823) (126,116) -
Distributions from pending account 7,081 9,103 (42,952)
Adjustments/other 225 50 -
Administrative charge (384) (436) -
Transfers out to successor trustee (2,542,135) (2,838,321) -
Transfers in from former trustee - - -
Transfers in from merged plans - - -
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS) (2,024,554) (2,216,563) (42,952)
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1998 $ - $ - $ -
============ ============ ============
PUTNAM FUNDS
--------------------------------------------------
NEUBERGER &
BERMAN CASH
FIDELITY GENESIS TRANSACTION
CONTRAFUND TRUST ACCOUNT
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1997 $ - $ - $ -
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS):
Investment income 1,972,305 220,060 -
Employer contributions 142,634 185,344 -
Employee contributions 1,503,567 1,106,926 -
Net appreciation (depreciation)
in fair value of investments 2,266,975 (988,734) -
Net loans 21,951 81,557 -
Benefit payments (806,816) (245,850) -
Forfeitures (6,175) (5,124) -
Interfund transfers - net 1,049,024 (899,060) 568
Distributions from pending account - - -
Adjustments/other 365 3,582 -
Administrative charge - - -
Transfers out to successor trustee - - -
Transfers in from former trustee 2,838,321 - -
Transfers in from merged plans 18,188,832 14,636,492 -
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS) 27,170,983 14,095,193 568
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1998 $ 27,170,983 $ 14,095,193 $ 568
============ ============ =============
PUTNAM FUNDS
--------------------------------------------------
THE THE
GEORGE PUTNAM
PUTNAM FUND FOR PUTNAM
FUND OF GROWTH AND INCOME
BOSTON INCOME FUND
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1997 $ - $ - $ -
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS):
Investment income 1,353,293 3,690,476 96,612
Employer contributions 94,159 251,834 29,909
Employee contributions 769,560 2,546,581 156,511
Net appreciation (depreciation)
in fair value of investments (573,197) (1,135,297) (86,890)
Net loans (51,806) (50,072) (353)
Benefit payments (684,468) (1,634,218) (234,995)
Forfeitures (3,602) (4,544) (1,924)
Interfund transfers - net (846,779) (2,462,879) 414,063
Distributions from pending account - - -
Adjustments/other (178) 789 475
Administrative charge - - -
Transfers out to successor trustee - - -
Transfers in from former trustee 1,256,234 6,795,012 -
Transfers in from merged plans 15,603,174 36,786,728 2,812,530
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS) 16,916,390 44,784,410 3,185,938
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1998 $ 16,916,390 $ 44,784,410 $ 3,185,938
============ ============ =============
PUTNAM FUNDS
--------------------------------------------------
MUTUAL PUTNAM
STABLE BENEFIT S&P 500
VALUE GIC INDEX
FUND FUND FUND
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1997 $ - $ - $ -
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS):
Investment income 1,659,346 157,244 58
Employer contributions 327,979 - 44,060
Employee contributions 2,514,495 - 467,713
Net appreciation (depreciation)
in fair value of investments - - 1,618,780
Net loans (302,127) - (97,175)
Benefit payments (2,459,143) (102,404) (225,408)
Forfeitures (3,276) - (2,119)
Interfund transfers - net 268,594 (2,672) 1,589,129
Distributions from pending account - - -
Adjustments/other (1,624) (8,530) 745
Administrative charge - - -
Transfers out to successor trustee - - -
Transfers in from former trustee 7,295,810 - -
Transfers in from merged plans 40,154,075 5,334,080 10,811,414
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS) 49,454,129 5,377,718 14,207,197
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1998 $ 49,454,129 $ 5,377,718 $ 14,207,197
============ ============ =============
PUTNAM FUNDS
----------------------------------
PUTNAM WORLD
INTERNATIONAL COLOR
GROWTH PRESS, INC. PARTICIPANT
FUND STOCK FUND LOANS
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1997 $ - $ - $ 963,620
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS):
Investment income 134,869 - -
Employer contributions 54,459 3,885 -
Employee contributions 293,069 79,511 -
Net appreciation (depreciation)
in fair value of investments (177,168) 62,284 -
Net loans 29,384 4,539 728,718
Benefit payments (368,186) (136) (197,208)
Forfeitures (4,666) - -
Interfund transfers - net 165,626 724,386 141,174
Distributions from pending account - - -
Adjustments/other 1,056 (54) (1,040)
Administrative charge - - -
Transfers out to successor trustee - - (1,081,863)
Transfers in from former trustee - - 1,081,863
Transfers in from merged plans 4,268,796 - 7,167,807
------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS) 4,397,239 874,415 7,839,451
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1998 $ 4,397,239 $ 874,415 $ 8,803,071
============ ============ =============
TOTAL
<S> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1997 $ 16,225,539
------------
NET ADDITIONS (DEDUCTIONS):
Investment income 9,459,488
Employer contributions 1,134,263
Employee contributions 11,996,301
Net appreciation (depreciation)
in fair value of investments 1,886,025
Net loans 400,400
Benefit payments (7,559,950)
Forfeitures (31,430)
Interfund transfers - net -
Distributions from pending account -
Adjustments/other (3,984)
Administrative charge (3,329)
Transfers out to successor trustee (19,267,240)
Transfers in from former trustee 19,267,240
Transfers in from merged plans 155,763,928
------------
NET ADDITIONS (DEDUCTIONS) 173,041,712
------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AS OF
DECEMBER 31, 1998 $189,267,251
============
See notes to financial statements.
-3-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
WORLD COLOR PRESS, INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH SUPPLEMENTAL
INFORMATION BY FUND
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
CIGNA FIDELITY
GUARANTEED FIDELITY GROWTH &
LONG-TERM PURITAN INCOME
FUND FUND PORTFOLIO
FUND
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1996 $ 6,303,480 $ 461,636 $ 1,594,005
----------- ----------- -----------
NET ADDITIONS (DEDUCTIONS):
Investment income - interest 363,067 - -
Interest income on participant
loans 33,573 2,701 9,674
Employee contributions 1,375,950 350,020 969,235
Benefit payments (464,810) (23,891) (78,795)
Net unrealized and realized
appreciation in fair market
value of investments - 140,430 610,960
Administrative charge (7,664) (461) (1,215)
Undistributed contributions - - -
Participant notes receivable
terminated due to withdrawal
of participant - - -
Interfund transfers - net (1,027,814) 62,078 327,244
Adjustments (31,310) 121 9,636
----------- ----------- -----------
NET ADDITIONS 240,992 530,998 1,846,739
----------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1997 $ 6,544,472 $ 992,634 $ 3,440,744
=========== =========== ===========
FIDELITY TWENTIETH
ADVISOR CENTURY
GROWTH ULTRA CASH
OPPORTUNITIES INVESTORS TRANSACTION
FUND FUND ACCOUNT
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1996 $ 963,326 $ 1,138,758 $ 30,155
----------- ----------- ----------
NET ADDITIONS (DEDUCTIONS):
Investment income - interest - - -
Interest income on participant
loans 5,627 7,357 -
Employee contributions 678,678 693,324 -
Benefit payments (43,515) (111,291) -
Net unrealized and realized
appreciation in fair market
value of investments 359,689 285,929 -
Administrative charge (835) (763) -
Undistributed contributions - - 12,797
Participant notes receivable
terminated due to withdrawal
of participant - - -
Interfund transfers - net 44,954 194,901 -
Adjustments 16,630 8,348 -
----------- ----------- -----------
NET ADDITIONS 1,061,228 1,077,805 12,797
----------- ----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1997 $ 2,024,554 $ 2,216,563 $ 42,952
=========== =========== ===========
PARTICIPANT
LOANS TOTAL
<S> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1996 $ 605,396 $11,096,756
----------- -----------
NET ADDITIONS (DEDUCTIONS):
Investment income - interest - 363,067
Interest income on participant
loans - 58,932
Employee contributions - 4,067,207
Benefit payments - (722,302)
Net unrealized and realized
appreciation in fair market
value of investments - 1,397,008
Administrative charge - (10,938)
Undistributed contributions - 12,797
Participant notes receivable
terminated due to withdrawal
of participant (41,259) (41,259)
Interfund transfers - net 398,637 -
Adjustments 846 4,271
----------- -----------
NET ADDITIONS 358,224 5,128,783
----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31, 1997 $ 963,620 $16,225,539
=========== ===========
-4-
</TABLE>
<PAGE>
<PAGE>
WORLD COLOR PRESS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following is a general description of the World Color Press, Inc. 401(k)
Plan (the "Plan"). Employees should refer to the Plan document for a more
complete description of the Plan's provisions.
GENERAL - The Plan is a defined contribution plan that was established on
July 1, 1991, by World Color Press, Inc. (the "Company"). Non-unionized
employees become eligible to participate upon attaining the age of 18. The
Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
The Company is the administrator of the Plan; Putnam Investments is the
trustee and custodian of the Plan's investments.
PLAN MERGERS - On June 30, 1998, the Alden Press Profit Sharing Plan,
Midwest Litho Arts 401(k) and Profit Sharing Plan, Northeast Graphics, Inc.
Savings and Security Plan, Ringier America Employee Savings Plan, The Shea
Communications Company Thrift Investment Plan, and World Color Press Book
Services Division 401(k) Plan merged into the World Color Press, Inc. 401(k)
Plan.
On August 31, 1998, George Rice & Sons 401(k) Retirement Savings Plan,
Johnson & Hardin Company 401(k) Retirement Savings Plan and Trust, The
Lanman Companies, Inc. Retirement Savings Plan, and The Wessel Company, Inc.
Employees Profit Sharing 401(k) Plan and Trust merged into the World Color
Press, Inc. 401(k) Plan.
All active participants in those plans automatically became participants of
the World Color Press, Inc. 401(k) Plan on the appropriate merger date.
Participants should refer to the Plan document for more complete
information.
CONTRIBUTIONS - Each year, participants may contribute up to 15% of pretax
annual compensation, subject to certain limitations as defined in the Plan.
The Company makes a matching contribution based on the relative percentages
that were available to the participants of the merged plans.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and the Plan
earnings. Earnings are allocated by fund based on the ratio of a
participant's account invested in a particular fund to all participants'
investments in that fund. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
-5-
<PAGE>
<PAGE>
VESTING - Participants or beneficiaries, at all times, have a 100% vested
and non-forfeitable interest in their contributions and actual earnings
thereon. Participants are vested in Company contributions in the five-year
graded schedule unless the vesting schedule of the merged plan was better,
in which case those participants are grandfathered in the merged plan's
vesting schedule. The five-year graded vesting schedule is as follows:
<TABLE>
<CAPTION>
Years of Percentage
Service Vested
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 100%
</TABLE>
FORFEITURES - Upon termination of service of the participant prior to
vestiture, the non-vested portion of the Company's contribution is forfeited
and used to pay plan expenses.
INVESTMENT ELECTIONS - Participants may direct the investment of all
contributions made to their account balance in any combination of the
investment options available, in increments of 1%. The investment options
available to participants as of December 31, 1998 consist of the following:
FIDELITY CONTRAFUND - Funds are invested primarily in equity securities
of companies where value is not fully recognized by the public.
NEUBERGER & BERMAN GENESIS TRUST - Funds are invested primarily in stocks
of companies with small market capitalizations (up to $1.5 billion at the
time of the portfolio's investment).
THE GEORGE PUTNAM FUND OF BOSTON - Funds are invested in a diversified
portfolio of stocks and bonds which will produce both capital growth and
current income.
THE PUTNAM FUND FOR GROWTH AND INCOME - Funds are invested in common
stocks that offer capital growth and current income.
PUTNAM INCOME FUND - Funds are invested in fixed income securities such
as bonds, other debt securities, and, to a lesser degree, preferred
stocks in order to provide as high a level of income as is consistent
with a prudent level of risk. The fund's investments are generally long-
or intermediate-term (maturities of more than three years).
STABLE VALUE FUND - Funds are invested in a diversified portfolio of
high-quality investment contracts in order to preserve principal and
achieve high current income.
PUTNAM S&P 500 INDEX FUND - Funds are invested in stocks that compose the
Standard & Poor's 500 Composite Stock Price Index either directly or
through collective investment trusts.
-6-
<PAGE>
<PAGE>
PUTNAM INTERNATIONAL GROWTH FUND - Funds are invested in equity
securities of domestic and foreign companies for capital appreciation.
At least 65% of the fund's total assets are invested in at least three
countries other than the United States.
WORLD COLOR PRESS, INC. STOCK FUND - Funds are invested solely in World
Color Press, Inc. common stock.
Participants may change both their contribution percentage and investment
options each payroll cycle.
PARTICIPANT LOANS - Participants may borrow up to the lesser of $50,000 or
50% of their account balance, subject to certain restrictions, in accordance
with interest rates and collateral requirements established by the Company.
Loan transactions are treated as a transfer between the investment fund and
the loan fund.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS - The Plan's financial statements are prepared on the
accrual basis of accounting.
INVESTMENT VALUATION - Investments of the Plan are carried at fair value,
which is market value for all investment accounts, with the exception of the
Mutual Benefit GIC Fund which is carried at contract value. Participant
loans are valued at cost which approximates fair value.
CONTRIBUTIONS - Employee contributions are recorded in the period during
which the Company makes payroll deductions from the Plan participants'
earnings. Company contributions are made at the same time as the
participant contributions in accordance with the Plan agreement.
BENEFITS - Benefit claims are recorded by the trustee when they have been
approved for payment and paid by the Plan.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
certain estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
3. CONTRACT WITH MUTUAL BENEFIT LIFE INSURANCE COMPANY
The Plan invested in a GIC issued by Mutual Benefit. In July 1991, Mutual
Benefit was placed into conservatorship, and participants in the Plan were
prohibited from withdrawing or transferring their interest in the GIC.
In January 1994, a New Jersey State judge approved a rehabilitation plan for
Mutual Benefit. The rehabilitation plan guarantees full payment of
principal and accrued interest on the GIC on January 1, 2000. The
rehabilitation plan was guaranteed by the State of Illinois Guaranty
Association. The rehabilitation plan provided for interest at the original
contract rate (8.25%) through December 31, 1991. The interest rates for
subsequent years were determined annually based on Mutual Benefit's
experience, subject to a minimum average annual rate of 3.5% from July 16,
1991, to the end of the rehabilitation period. Participants were initially
not allowed to withdraw or transfer their interest in the GIC except upon
death, disability, or retirement, or in the case of certain hardship
withdrawals. However, in 1995, the rehabilitation plan offered an option
whereby participants could withdraw 100% of their balance and be charged a
moratorium charge (27.1% for 1995, 21.7% for 1996, 16.3% for 1997, 10.9% for
1998, and 5.4% for 1999) if they initially opted into the plan.
-7-
<PAGE>
<PAGE>
The Plan elected to "partially opt out" of the rehabilitation plan.
Under this option, each plan participant who had an interest in the Mutual
Benefit GIC (the affected participants) could choose whether to "opt out" or
remain in the rehabilitation plan. Affected participants who "opted out" of
the rehabilitation plan received 55% of their share of the contract value on
July 16, 1991, plus accrued interest from July 16, 1991 to April 29, 1994
(the closing date of the rehabilitation plan). Most of the affected
participants chose to "opt in" to the rehabilitation plan.
Those affected participants who chose to "opt out" of the rehabilitation
plan had an aggregate contract value of $480,579 at July 16, 1991, and
received $154,319 plus accrued interest to April 29, 1994. In July 1994,
the Plan received $169,468 for the participants opting out of the plan. In
1995, 1996, 1997 and 1998 respectively, the Plan was credited with $256,367,
$267,282, $233,686 and $179,046 of interest from Mutual Benefit.
4. VALUATION OF INVESTMENT CONTRACTS
Effective January 1, 1995, the Plan adopted the provisions of Statement of
Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined-Contribution Pension Plans."
The Plan had an investment option in which participants could have elected
to invest in an account that invested in guaranteed investment contracts.
Plan assets invested in these accounts were recorded at contract value
(which represents contributions made under the contract, plus earnings, less
withdrawals and administrative expenses), because they were fully benefit
responsive. The average yield and crediting interest rate was approximately
5.90% at December 31, 1997. Generally, the fair value of Plan assets
invested approximates contract value which was approximately $6,512,255 at
December 31, 1997.
5. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The following investments represent five percent or more of the Plan's net
assets available for benefits as of December 31, 1998:
<TABLE>
<CAPTION>
CURRENT
COST VALUE
<S> <C> <C>
Fidelity Contrafund $ 24,933,921 $ 27,170,983
Neuberger & Berman Genesis Trust 14,796,389 14,095,193
The George Putnam Fund of Boston 17,423,998 16,916,390
The Putnam Fund for Growth and Income 45,575,213 44,784,410
Stable Value Fund 49,454,129 49,454,129
Putnam S&P 500 Index Fund 12,567,184 14,207,197
------------- -------------
$ 164,750,834 $ 166,628,302
============= =============
</TABLE>
-8-
<PAGE>
<PAGE>
6. CHANGE IN TRUSTEES
Effective June 17, 1998, the Company transferred trustee responsibilities
from Connecticut General Life Insurance Company ("CIGNA") to Putnam
Investments.
7. PLAN AMENDMENTS
The Company amended and restated the Plan to permit the merger of the
aforementioned plans (Note 1) into the Plan. The amendment provided for a)
a change in eligibility from 21 to 18 years for all employees and b) Company
contributions to be made based on the relative percentages that were
previously available to the participants of the merged plans.
8. TAX STATUS
The Plan obtained its latest determination letter dated September 6, 1995,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Internal
Revenue Code. The Plan has been amended since receiving this determination
letter. The Company believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been included in
the Plan's financial statements.
9. RELATED PARTY TRANSACTIONS
Certain Plan investments are in funds managed by Putnam Investments, the
Plan trustee. In addition, the Plan invests in the Company's common stock,
as well as participant loans. These transactions qualify as party-in-
interest transactions.
10.PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions set
forth in ERISA. In the event of plan termination, participants will receive
a distribution in accordance with the terms and conditions of the Plan
agreement.
11.RECENT EVENTS
On April 21, 1999, the Company announced that it would restructure its
manufacturing platform to eliminate redundant and less efficient capacity
resulting from its ongoing acquisition strategy and capital investment
program. The restructuring will include: the consolidation of equipment and
revenue streams to more efficient facilities, the writedown of assets which
are not aligned with its strategic growth objectives, the elimination of
certain administrative positions, and the closure of certain facilities. As
a result of this restructuring, the Company will recognize a second quarter
pre-tax restructuring charge of approximately $125,000,000 to $175,000,000,
the majority of which will be non-cash, related primarily to the writedown
of assets and facility closures. Any financial impact to the Plan has not
yet been determined.
-9-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
WORLD COLOR PRESS, INC. 401(K) PLAN
SCHEDULE - I
ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
CURRENT
COST VALUE
<S> <C> <C>
INVESTMENTS:
Fidelity Contrafund $ 24,933,921 $ 27,170,983
Neuberger & Berman Genesis Trust 14,796,389 14,095,193
Cash Transaction Account 568 568
The George Putnam Fund of Boston 17,423,998 16,916,390
The Putnam Fund for Growth and Income 45,575,213 44,784,410
Putnam Income Fund 3,260,554 3,185,938
Stable Value Fund 49,454,129 49,454,129
Mutual Benefit GIC Fund 5,377,718 5,377,718
Putnam S&P 500 Index Fund 12,567,184 14,207,197
Putnam International Growth Fund 4,500,062 4,397,239
World Color Press, Inc. Stock Fund 827,554 874,415
Participant Loans 8,803,071 8,803,071
------------- -------------
TOTAL INVESTMENTS $ 187,520,361 $ 189,267,251
============= =============
</TABLE>
-10-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
WORLD COLOR PRESS, INC. 401(K) PLAN SCHEDULE - II
ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
PURCHASE SELLING
DESCRIPTION OF ASSETS PRICE PRICE
SINGLE TRANSACTIONS
<S> <C> <C>
Fidelity Contrafund $ 21,027,153 $ -
Fidelity Contrafund 1,971,230 -
Neuberger & Berman Genesis Trust 14,636,492 -
The George Putnam Fund of Boston 16,859,408 -
The George Putnam Fund of Boston 1,202,828 -
The Putnam Fund for Growth and Income 43,581,740 -
The Putnam Fund for Growth and Income 3,318,804 -
Putnam Income Fund 2,812,530 -
Stable Value Fund 47,449,885 -
Mutual Benefit GIC Fund 5,334,080 -
Putnam S&P 500 Index Fund 10,811,414 -
Putnam International Growth Fund 4,268,796 -
SERIES OF TRANSACTIONS
Fidelity Contrafund 6,761,242 -
Fidelity Contrafund - 2,884,386
Neuberger & Berman Genesis Trust 2,775,266 -
Neuberger & Berman Genesis Trust - 2,327,831
The George Putnam Fund of Boston 3,048,736 -
The George Putnam Fund of Boston - 2,418,557
The Putnam Fund for Growth and Income 8,374,431 -
The Putnam Fund for Growth and Income - 6,052,561
Putnam Income Fund 1,163,552 -
Putnam Income Fund - 698,017
Stable Value Fund 9,723,647 -
Stable Value Fund - 7,719,471
Putnam S&P 500 Index Fund 3,822,025 -
Putnam S&P 500 Index Fund - 2,045,022
Putnam International Growth Fund 1,118,347 -
Putnam International Growth Fund - 812,736
World Color Press, Inc. Stock Fund 989,672 -
CIGNA Guaranteed Long-term Fund 1,494,322 -
CIGNA Guaranteed Long-term Fund - 8,181,802
Fidelity Puritan Fund - 1,411,431
Fidelity Growth & Income Portfolio Fund 1,010,687 -
Fidelity Growth & Income Portfolio Fund - 4,782,100
Fidelity Advisor Growth Opportunities Fund - 2,851,011
Twentieth Century Ultra Investors Fund 981,255 -
Twentieth Century Ultra Investors Fund - 3,484,416
COST OF NET GAIN
DESCRIPTION OF ASSETS ASSETS (LOSS)
SINGLE TRANSACTIONS
<S> <C> <C>
Fidelity Contrafund $ 21,027,153 $ -
Fidelity Contrafund 1,971,230 -
Neuberger & Berman Genesis Trust 14,636,492 -
The George Putnam Fund of Boston 16,859,408 -
The George Putnam Fund of Boston 1,202,828 -
The Putnam Fund for Growth and Income 43,581,740 -
The Putnam Fund for Growth and Income 3,318,804 -
Putnam Income Fund 2,812,530 -
Stable Value Fund 47,449,885 -
Mutual Benefit GIC Fund 5,334,080 -
Putnam S&P 500 Index Fund 10,811,414 -
Putnam International Growth Fund 4,268,796 -
SERIES OF TRANSACTIONS
Fidelity Contrafund 6,761,242 -
Fidelity Contrafund 2,783,708 100,679
Neuberger & Berman Genesis Trust 2,775,266 -
Neuberger & Berman Genesis Trust 2,613,608 (285,777)
The George Putnam Fund of Boston 3,048,736 -
The George Putnam Fund of Boston 2,484,146 (65,589)
The Putnam Fund for Growth and Income 8,374,431 -
The Putnam Fund for Growth and Income 6,221,275 (168,714)
Putnam Income Fund 1,163,552 -
Putnam Income Fund 714,881 (16,864)
Stable Value Fund 9,723,647 -
Stable Value Fund 7,094,867 624,603
Putnam S&P 500 Index Fund 3,822,025 -
Putnam S&P 500 Index Fund 2,066,255 (21,233)
Putnam International Growth Fund 1,118,347 -
Putnam International Growth Fund 887,081 (74,345)
World Color Press, Inc. Stock Fund 989,672 -
CIGNA Guaranteed Long-term Fund 1,494,322 -
CIGNA Guaranteed Long-term Fund 8,181,802 -
Fidelity Puritan Fund 1,170,504 240,927
Fidelity Growth & Income Portfolio Fund 1,010,687 -
Fidelity Growth & Income Portfolio Fund 3,738,002 1,044,098
Fidelity Advisor Growth Opportunities Fund 2,300,741 550,270
Twentieth Century Ultra Investors Fund 981,255 -
Twentieth Century Ultra Investors Fund 2,898,103 586,313
-11-
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee
(or other persons who administer the employee benefit plan) has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
WORLD COLOR PRESS, INC. 401 (K) PLAN
Date: June 29, 1999 By:/s/ SHARI DAVIDSON
-------------------------
Shari Davidson
Plan Administrator
-12-
