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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 WORLD (USA) INC.
(FORMERLY KNOWN AS WORLD COLOR PRESS, INC.)
401 (k) PLAN
QUEBECOR WORLD (USA) 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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QUEBECOR WORLD (USA) INC. 401(k) PLAN
TABLE OF CONTENTS
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PAGE
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1999 AND
FOR THE YEAR THEN ENDED:
Item 27(a) - Schedule of Assets Held for Investment Purposes 8
Item 27(d) - Schedule of Reportable Transactions 9
SIGNATURES 10
Consent of Independent Auditors 11
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INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
Quebecor World (USA) Inc. 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of the Quebecor World (USA) Inc. 401(k) Plan (the "Plan") as of December 31,
1999 and 1998, 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 auditing standards generally accepted
in the United States of America. 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
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
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 schedules are the responsibility of the Plan's
management. Such supplemental schedules 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 12, 2000
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QUEBECOR WORLD (USA) INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
INVESTMENTS:
Investment in Putnam Investments:
Fidelity Contrafund $ 62,379,154 $ 27,170,983
Neuberger & Berman Genesis Trust 11,869,763 14,095,193
The George Putnam Fund of Boston 22,953,559 16,916,390
The Putnam Fund for Growth and Income 53,691,282 44,784,410
Putnam Income Fund 5,452,043 3,185,938
Stable Value Fund 60,515,584 49,454,129
Mutual Benefit GIC Fund -- 5,377,718
Putnam S&P 500 Index Fund 29,017,699 14,207,197
Putnam International Growth Fund 15,731,793 4,397,239
World Color Press, Inc. Stock Fund -- 874,415
Quebecor World Inc. Stock Fund 611,445 --
CASH TRANSACTION ACCOUNT 3 568
PARTICIPANT LOANS 12,696,136 8,803,071
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NET ASSETS AVAILABLE FOR BENEFITS $274,918,461 $189,267,251
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</TABLE>
See notes to financial statements.
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QUEBECOR WORLD (USA) INC. 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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<CAPTION>
1999 1998
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<S> <C> <C>
ADDITIONS:
Investment income:
Dividends $ 21,067,374 $ 9,459,488
Net appreciation in fair value 5,066,174 1,886,025
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Total investment income 26,133,548 11,345,513
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Contributions:
Employer 3,056,485 1,134,263
Employee 20,691,604 11,996,301
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Total contributions 23,748,089 13,130,564
Assets merged into plan 58,081,425 156,164,328
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Total additions 107,963,062 180,640,405
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DEDUCTIONS:
Benefits paid to participants (22,040,203) (7,559,950)
Forfeitures (259,424) (31,430)
Transaction charge (12,225) (7,313)
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Total deductions (22,311,852) (7,598,693)
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NET INCREASE IN NET ASSETS 85,651,210 173,041,712
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 189,267,251 16,225,539
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End of year $274,918,461 $189,267,251
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</TABLE>
See notes to financial statements.
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QUEBECOR WORLD (USA) INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF PLAN
The following is a general description of the Quebecor World (USA) 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. 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"). Quebecor World
(USA) Inc. is the administrator of the Plan. Putnam Investments is the
trustee and custodian of the Plan's investments.
RECENT EVENTS - On July 12, 1999, World Color Press, Inc. ("World
Color") entered into an agreement and plan of merger with Quebecor
Printing Inc. (subsequently renamed Quebecor World Inc.) and its
indirect wholly owned subsidiary, Printing Acquisition Inc.
("Acquisition Inc."). On October 8, 1999, World Color and Acquisition
Inc. completed a merger of World Color and Acquisition Inc. with World
Color as the surviving corporation, following receipt of approval of
World Color's stockholders. Additionally, World Color Press, Inc. was
renamed Quebecor World (USA) Inc. (the "Company"). Concurrent with the
Company's name change, the Plan's name was also changed to the Quebecor
World (USA) Inc. 401(k) Plan.
PLAN AMENDMENTS AND MERGERS - In addition to the amendments to effect the
name change above, the Plan was amended several other times during the
year to account for other mergers as follows:
- On January 1, 1999, the Acme Printing Company, Inc. 401(k) Profit
Sharing Plan and the Magna Graphic, Inc. 401(k) Plan and Trust
merged into the Plan.
- On April 30, 1999, the Century Graphics Corporation Retirement
Savings Plan, the Dittler Brothers, Inc. Deferred Compensation Plan,
and the Dittler Brothers, Inc. Deferred Compensation Plan for Union
Employees merged into the Plan.
- On July 31, 1999, the Infiniti Graphics, Inc. 401(k) Plan merged
into the Plan.
- On October 31, 1999, the John W. Little Co. Employees 401(k) Savings
Plan, the Great Western Publishing, Inc. 401(k) Profit Sharing Plan,
and the UP/Graphics, Inc. 401(k) Plan merged into the Plan.
In 1998, the following plans merged with the Plan: 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, 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.
All active participants in those plans automatically became participants
of the Plan on the respective 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 to certain
participants based on the relative matching percentages that was
available to the participants of the respective 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
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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.
VESTING - Participants or beneficiaries, at all times, have a 100%
vested and non-forfeitable interest in their contributions and actual
earnings thereon. Participants are generally vested in Company
contributions and actual earnings thereon in the five-year graded
schedule unless the vesting schedule of the merged plan provided an
enhanced vesting schedule, in which case those participants are
grandfathered in the respective merged plan's vesting schedule. The
five-year graded vesting schedule for the Plan 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 a participant prior to
vestiture, the non-vested portion of the Company's contribution is
forfeited and used to pay the 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, 1999 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.
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.
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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.
QUEBECOR WORLD INC. STOCK FUND - Employees who initially had
investments in the World Color Press, Inc. Stock Fund were not
allowed to make further investments into that fund effective as
of August 2, 1999. In addition, employees were given the
opportunity to elect to transfer respective balances from the
World Color Press, Inc. Stock Fund to any of the other
investments prior to October 12, 1999. All such balances not
transferred at October 12, 1999 were converted to the Quebecor
Printing Inc. Stock Fund (having the same limitations on further
investments as its predecessor). On April 25, 2000, the name of
the fund was changed to the Quebecor World Inc. Stock Fund.
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. 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.
ACCOUNTING PRONOUNCEMENTS - On September 15, 1999, the American Institute
of Certified Public Accountants issued Statement of Position ("SOP") 99-3,
"Accounting for and Reporting of Certain Defined Contribution Benefit Plan
Investments and Other Disclosure Matters." The Plan adopted SOP 99-3 and
as a result, reclassification of the prior year financial statements was
made to eliminate by-fund disclosures.
RECLASSIFICATIONS - Certain reclassifications have been made to prior
year's amounts to conform with the current year presentation.
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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. On
July 1, 1999, the GIC fully matured and all remaining assets were
transferred to the Stable Value Fund.
4. 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, 1999:
<TABLE>
<CAPTION>
CURRENT
COST VALUE
<S> <C> <C>
Fidelity Contrafund $ 58,931,196 $ 62,379,154
The George Putnam Fund of Boston 25,768,301 22,953,559
The Putnam Fund for Growth and Income 59,379,672 53,691,282
Stable Value Fund 60,515,584 60,515,584
Putnam S&P 500 Index Fund 23,535,951 29,017,699
Putnam International Growth Fund 11,678,661 15,731,793
</TABLE>
5. 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's management 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.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are in funds managed by Putnam Investments,
the Plan trustee. In addition, the Plan invests in 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.
7. 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.
******
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EIN: 37-1167902
PN: 005
QUEBECOR WORLD (USA) INC. 401(k) PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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<CAPTION>
CURRENT
COST VALUE
<S> <C> <C>
INVESTMENTS:
Fidelity Contrafund $ 58,931,196 $ 62,379,154
Neuberger & Berman Genesis Trust 11,768,373 11,869,763
The George Putnam Fund of Boston 25,768,301 22,953,559
The Putnam Fund for Growth and Income 59,379,672 53,691,282
Putnam Income Fund 5,841,769 5,452,043
Stable Value Fund 60,515,584 60,515,584
Putnam S&P 500 Index Fund 23,535,951 29,017,699
Putnam International Growth Fund 11,678,661 15,731,793
Quebecor World Inc. Stock Fund 381,927 611,445
Cash Transactions Account 3 3
Participant Loans 12,696,170 12,696,136
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TOTAL INVESTMENTS $270,497,607 $274,918,461
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</TABLE>
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EIN: 37-1167902
PN: 006
QUEBECOR WORLD (USA) INC. 401(k) PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
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<CAPTION>
PURCHASE SELLING COST OF NET GAIN
DESCRIPTION OF ASSETS PRICE PRICE ASSETS (LOSS)
<S> <C> <C> <C> <C>
SERIES OF TRANSACTIONS
Fidelity Contrafund $ 27,611,000 $ -- $ 27,611,000 $ --
Fidelity Contrafund -- 10,916,668 10,105,469 811,199
The Putnam Fund for Growth and Income 14,808,437 -- 14,808,437 --
The Putnam Fund for Growth and Income -- 14,483,794 14,519,136 (35,342)
Stable Value Fund 31,520,732 -- 31,520,732 --
Stable Value Fund -- 27,111,123 27,109,979 1,144
Putnam S&P 500 Index Fund 12,624,175 -- 12,624,175 --
Putnam International Growth Fund 10,323,957 -- 10,323,957 --
</TABLE>
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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 WORLD (USA) INC. 401 (k) PLAN
Date: June 27, 2000 By: /s/ Shari Davidson
--------------------------------
Shari Davidson
Plan Administrator
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-8870 of Quebecor Printing Inc. on Form S-8 of our report dated June 12,
2000 appearing in this Annual Report on Form 11-K of the Quebecor World (USA)
Inc. 401(k) Plan for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
New York, New York
June 27, 2000
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