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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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, 1999 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 _______________________
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
QUEBECOR PRINTING (USA) HOLDINGS INC.
THE MILL, 340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
(Address of principal executive offices)
203-532-4200
(Registrant's telephone number, including area code)
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<PAGE>
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
December 31, 1999 and 1998
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1999 and 1998 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE
Schedule 1 - Schedule of Assets Held for Investment Purposes
as of December 31, 1999 9
Signatures 10
Consent of Independent Auditors 11
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of
Quebecor Deferred Compensation Savings Plan:
We were engaged to audit the financial statements and supplemental schedule of
the Quebecor Deferred Compensation Savings Plan (the "Plan") as of December 31,
1999 and 1998, and for the years then ended, as listed in the accompanying
index. These financial statements and schedule 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
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 respect, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998 and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles.
KMPG LLP
New York, New York
June 26, 2000
<PAGE>
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Investments (note 3):
Investments at fair value $123,731,742 112,337,130
Investments at contract value 71,429,221 66,773,252
Participants' loans 11,881,911 10,575,848
------------ -----------
Total investments 207,042,874 189,686,230
------------ -----------
Employer contribution receivable 3,747,238 3,934,069
Employee contributions receivable 1,314,384 1,269,735
Loan interest receivable 93,942 82,796
------------ -----------
Net assets available for benefits $212,198,438 194,972,830
============ ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- -----------
<S> <C> <C>
Contributions:
Employer $ 4,228,274 $ 4,503,080
Employee 15,885,217 16,586,558
------------- -----------
Total contributions 20,113,491 21,089,638
------------- -----------
Investment income (note 3):
Investment income 4,449,959 4,303,423
Interest income 871,741 726,499
Net realized and unrealized gain on investments 15,731,058 19,614,343
------------- -----------
Total investment income 21,052,758 24,644,265
------------- -----------
Total additions 41,166,249 45,733,903
Distributions to participants (24,764,457) (13,238,457)
Administration fees (5,187) (1,388)
------------- -----------
Net increase before transfers 16,396,605 32,494,058
Transfers from other employee benefit plans 829,003 1,244,303
------------- -----------
Net increase 17,225,608 33,738,361
Net assets available for benefits:
Beginning of year 194,972,830 161,234,469
------------- -----------
End of year $ 212,198,438 $194,972,830
============= ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) PLAN DESCRIPTION
The following brief description of the Quebecor Deferred Compensation
Savings Plan (the "Plan") is provided for general information purposes
only. A further description of the Plan is available in the summary Plan
description which is furnished to each participant and is available from
Quebecor Printing (USA) Holdings Inc. (the "Company"). The Company is a
wholly owned subsidiary of Quebecor World Inc., which was formerly known
as Quebecor Printing Inc. Participants should refer to the Plan document
for more complete information.
(a) GENERAL
The Plan is a defined contribution plan established effective July
18, 1985, for the benefit of employees of the Company and its
participating subsidiaries (the "Employer"). The Plan was amended
and restated effective July 1, 1999 and amended again on July 15,
1999 and on December 22, 1999, effective as of various dates, to,
among other things, comply with the qualification requirements of
the Internal Revenue Code of 1986, as amended. The Plan is subject
to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
(b) CONTRIBUTIONS
Generally, for each participant who enters into a compensation
deferral agreement and has completed one year of service, and who
either is employed by the Employer on the last day of the Plan
year or who retired during the Plan year, the Employer makes a
matching contribution equal to 50% of the participant's deferral
contributions up to $1,000, reduced, in certain cases, by $250 for
each calendar quarter during the Plan year in which the
participant does not make deferral contributions to the Plan.
Participants are eligible to make deferral contributions after
three months of service (1 year of service for part-time
employees). Participants may elect to make deferral contributions
of between 2% and 15% of their base compensation payments.
After-tax contributions are not permitted.
(c) VESTING
A participant's rights in his or her account shall be fully vested
and nonforfeitable at all times.
(d) PAYMENT OF BENEFITS
Distributions from the Plan are paid by the trustee in lump sum
amounts, annuities or installments upon a participant's
retirement, termination of employment, death, or permanent and
total disability. The distribution to a participant is equal to
the benefit that can be provided from the participant's account.
With respect to that portion of a participant's account invested
in whole or in part in Quebecor World Inc. ("Quebecor") stock,
payment may be made at the election of the participant, either in
cash or in stock of Quebecor.
4
<PAGE>
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(e) PARTICIPANT ACCOUNTS
Each participant account is credited with the participant's
contributions and an allocation of the Company's contribution and
Plan earnings.
Participants may elect to invest their existing account balances
and future contributions in one or more of the following eight
investment funds offered under the Plan by Connecticut General
Life Insurance Company ("CIGNA"):
o CIGNA Charter Guaranteed Government Securities Fund, which
invests in short-term guaranteed government securities;
o Fidelity Advisor Growth Opportunities Fund with CIGNA,
which invests in Fidelity Advisor Growth Opportunities Fund;
o The CIGNA Charter Guaranteed Long-Term Fund, which is a
benefit-responsive investment contract with CIGNA. The
crediting interest rate was 6.5% and 6.8% for the years ended
December 31, 1999 and 1998, respectively. The Fund invests in
debt securities;
o Westfield Capital Balanced Fund, which invests in equity
securities of companies whose earnings growth is projected to
exceed the earnings growth of the S&P 500 Index companies;
o CIGNA Charter Large Company Stock Index Fund, which invests in
equity securities of companies in the S&P 500 Index;
o Janus Worldwide Fund with CIGNA, which invests in the Janus
Worldwide Fund;
o CIGNA Small Company Stock-Growth Fund, which invests in
common and preferred stock of small U.S. companies; and
o Quebecor World Inc. Stock Fund, which invests in the common
stock of Quebecor World Inc.
The funds are held in trust by CG Trust Company, as a trustee of
the Plan, except for the Westfield Capital Balanced Fund, which is
held in a second trust by CTC Illinois Trust Company, as a trustee
of the Plan.
(f) PARTICIPANT LOANS
Active participants may borrow from their Plan account balances.
The maximum loan available generally is the lesser of (i) $50,000,
reduced by the participant's highest outstanding loan balance in
the twelve months preceding the date of the loan, or (ii) 50% of
the participant's account balance.
5
<PAGE>
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Each loan shall bear interest at a rate of prime plus 1%.
Repayment of the loan must be made over a period not to exceed
five years. However, a loan which is for the purchase of a primary
residence may be requested for a reasonable period of time that
may exceed five years, but may not exceed ten years.
(g) PLAN TERMINATION
The Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions set forth in ERISA.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
accrual basis of accounting in conformity with generally accepted
accounting principles.
(b) INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are carried at fair value as determined by quoted
market prices. Investments in investment contracts are stated at
contract value as reported by CIGNA. The principal and interest
are fully guaranteed by the Insurance Company and is therefore a
fully benefit responsive investment contract. As such, the
contract is presented at contract value. Purchases and sales of
securities are recorded on a trade date basis. Interest income is
recorded when earned. Dividends are recorded on the ex-dividend
date.
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, "Accounting for and
Reporting of Certain Defined Contribution Plan Investments and
Other Disclosure Matters" (SOP 99-3). SOP 99-3 simplifies the
disclosure for certain investments and is effective for Plan years
ending after December 15, 1999 with earlier application
encouraged. The Plan adopted SOP 99-3 effective for the Plan year
ended December 31, 1999. Accordingly, information previously
required to be disclosed about participant-directed fund
investment programs are not presented in the Plan's 1999 financial
statements. The Plan's 1998 financial statements have been
restated to conform with the 1999 presentation.
(c) ADMINISTRATIVE EXPENSES
The Plan is administered by the Company and substantially all
administrative services and other normal requirements of the Plan
are provided by the Company at no cost to the Plan.
6
<PAGE>
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(d) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
administrator to make 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 increases and decreases
during the reporting period. Actual results could differ from
those estimates.
(e) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(3) INVESTMENTS
Investments held by the Plan as of December 31, 1999 and 1998 are
summarized as follows:
<TABLE>
<CAPTION>
1999 1998
----------------- ----------------
<S> <C> <C>
Investments at fair value:
Fidelity Advisor Growth Opportunities Fund $ 49,653,675* $ 55,277,061*
Westfield Capital Balanced Fund 20,599,058* 20,020,200*
CIGNA Charter Guaranteed Government Securities
Fund 4,300,438* 4,458,614
CIGNA Charter Large Company Stock Index Fund 34,900,762* 29,728,990*
Janus Worldwide Fund 11,078,865* 1,993,445
CIGNA Small Company Stock-Growth Fund 2,498,278 736,292
Quebecor World Inc. Stock Fund 700,666 122,528
----------------- ----------------
123,731,742 112,337,130
----------------- ----------------
Investments at contract value:
CIGNA Charter Guaranteed Long-Term Fund 71,429,221* 66,773,252*
----------------- ----------------
Participants' loans 11,881,911* 10,575,848*
----------------- ----------------
Total investments $ 207,042,874 $ 189,686,230
================= ================
</TABLE>
* This investment represents five percent or more of the Plan's net
assets available for benefits at the end of the Plan year.
7
<PAGE>
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The net realized and unrealized gain on investments for 1999 and 1998 was
$15,731,058 and $19,614,343, respectively. Investment income earned on
investments for 1999 and 1998 was $4,449,959 and $4,303,423,
respectively. Interest income earned on participant loans for 1999 and
1998 was $871,741 and $726,499, respectively.
(4) INCOME TAX STATUS
A determination letter was obtained from the Internal Revenue Service
dated October 16, 1995 stating that the Plan and its underlying trust
qualify under Section 401(a) of the Internal Revenue Code (the "Code")
and, therefore, are exempt from federal income taxes under Section 501(a)
of the Code. The Plan has been amended since then. However, in the
opinion of the Company's management, the Plan and its underlying trust
have operated within the terms of the Plan and remain qualified under
the applicable provisions of the Code.
(5) RELATED PARTY TRANSACTION
Certain Plan investments represent ownership of commingled funds
managed by CIGNA. CIGNA is the trustee as defined by the Plan,
and, therefore, these transactions qualify as party-in-interest
transactions. In addition, the Plan invests in the common stock of
Quebecor World Inc. through the Quebecor World Inc. Stock Fund
as well as participant loans. These transactions qualify as
party-in-interest transactions.
8
<PAGE>
SCHEDULE 1
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
(b) IDENTITY OF ISSUE, BORROWER, (c) DESCRIPTION (e) CURRENT
(a) lessor or similar party OF INVESTMENT VALUE
---------------------------------------------- ------------------------ -----------------
<S> <C>
* Connecticut General Life Insurance
Company Fidelity Equity Fund $ 49,653,675
Continental Trust Company Westfield Capital
Balanced Fund 20,599,058
* Connecticut General Life Insurance
Company S&P 500 Stock Index Fund 34,900,762
* Connecticut General Life
Insurance Company Fixed Income Fund 71,429,221
* Connecticut General Life Insurance Guaranteed Government
Company Secured Fund 4,300,438
* Connecticut General Life Insurance
Company Janus Worldwide Fund 11,078,865
* Connecticut General Life Insurance Small Company Stock
Company -Growth Fund 2,498,278
* National Financial Services Quebecor World Inc. common
Corporation stock 700,666
* Participants' loans Participants' loans at interest
rates ranging between
7.5% and 9.5% maturing
between 1/1/99 and
12/31/07 11,881,911
----------------
$ 207,042,874
================
</TABLE>
* Party-in-interest as defined by ERISA.
See accompanying independent auditors' report.
9
<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.
QUEBECOR DEFERRED COMPENSATION SAVINGS PLAN
DATE: June 27, 2000 BY: /s/ Shari Davidson
--------------------------------
Shari Davidson
PLAN ADMINISTRATOR
10
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
To the Plan Administrator of
Quebecor Deferred Compensation Savings Plan
We consent to the incorporation by reference in the Registration Statement
(No. 333-8870) on Form S-8 of the Quebecor Deferred Compensation Savings Plan
of our report dated June 26, 2000 relating to the statements of net assets
available for benefits, as of December 31, 1999 and 1998, and the related
statements of changes in net assets available for benefits for the years then
ended, and the related schedule; which report appears in the December 31,
1999 Annual Report on Form 11-K of the Quebecor Deferred Compensation Savings
Plan.
KPMG LLP
New York, New York
June 26, 2000
11
