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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 DEFINED CONTRIBUTION 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 DEFINED CONTRIBUTION PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Financial Statements:
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
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Plan Administrator
Quebecor Defined Contribution Plan:
We were engaged to audit the financial statements and supplemental schedule of
the Quebecor Defined Contribution Plan (the "Plan") as of December 31, 1999 and
1998, and for the years then ended, as listed in the accompanying table of
contents. 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 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 ended December 31, 1999 and 1998 in conformity with generally
accepted accounting principles.
KPMG LLP
New York, New York
June 26, 2000
<PAGE>
QUEBECOR DEFINED CONTRIBUTION 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 $32,851,793 $28,649,113
Insurance company guaranteed investment contracts,
at contract value 18,105,205 17,921,075
Participants' loans 3,028,819 2,561,155
----------- -----------
Total investments 53,985,817 49,131,343
----------- -----------
Employer contribution receivable 343,559 577,842
Employee contribution receivable 462,829 505,228
Loan interest receivable 17,405 16,652
----------- -----------
Net assets available for benefits $54,809,610 $50,231,065
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
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QUEBECOR DEFINED CONTRIBUTION 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 $ 1,276,299 $ 1,032,086
Employee 5,782,690 5,966,326
------------ ------------
Total contributions 7,058,989 6,998,412
------------ ------------
Investment income (note 3):
Investment income 1,133,654 1,122,476
Interest income 194,673 163,797
Net realized and unrealized gain on investments 4,316,604 4,603,107
------------ ------------
Total investment income 5,644,931 5,889,380
------------ ------------
Total additions 12,703,920 12,887,792
Distributions to participants (7,586,191) (2,475,994)
Administration fees (1,742) (515)
------------ ------------
Net increase before transfers 5,115,987 10,411,283
Transfers to other employee benefit plans (537,442) (116,473)
------------ ------------
Net increase 4,578,545 10,294,810
Net assets available for benefits:
Beginning of year 50,231,065 39,936,255
------------ ------------
End of year $ 54,809,610 $ 50,231,065
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
QUEBECOR DEFINED CONTRIBUTION PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) PLAN DESCRIPTION
The following brief description of the Quebecor Defined Contribution 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 was established by the Company effective January 1, 1993 for
the benefit of employees of the Company and its participating
subsidiaries (collectively, the "Employer") who are covered by
collective bargaining agreements that provide for coverage under this
Plan. The Plan was amended and restated on July 1, 1998, and amended
again on December 22, 1998, 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 a defined
contribution plan subject to the provisions of the Employee Retirement
Income Security Act ("ERISA") of 1974. To be eligible to participate in
the Plan, an employee must have satisfied the minimum service
requirements set forth in the applicable collective bargaining
agreement.
(b) PARTICIPANT CONTRIBUTIONS
If permitted in the applicable collective bargaining agreement, a
participant may enter into a compensation deferral agreement with the
employer to contribute no less than two percent nor more than fifteen
percent of his or her compensation to the Plan. If permitted in the
applicable collective bargaining agreement, a participant may in any
Plan year make after-tax contributions to the Plan, of no less than two
percent and no more than fifteen percent of his or her base
compensation. The total of a participant's deferral contributions and
after-tax contributions during any payroll period may not exceed
fifteen percent of his or her base compensation for such period.
(c) EMPLOYER CONTRIBUTIONS
For each plan year, the employer shall contribute to the Plan on behalf
of each participant a matching contribution and/or basic contribution
equal to the amount, if any, provided for in the collective bargaining
agreement applicable to such participant.
(d) PARTICIPANT ACCOUNTS
Each participant account is credited with the participant's
contributions, allocation of the Company's contributions and Plan
earnings.
4
<PAGE>
QUEBECOR DEFINED CONTRIBUTION PLAN
Notes to Financial Statements
December 31, 1999 and 1998
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 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.
(e) VESTING
A participant's rights in his or her account shall be fully vested and
nonforfeitable at all times.
(f) PAYMENTS 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.
5
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QUEBECOR DEFINED CONTRIBUTION PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(g) 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.
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.
(h) 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. Quebecor's stock is valued at its quoted market price.
Investments in investment contracts are stated at contract value as
reported by CIGNA. The principal and interest are fully guaranteed by
CIGNA and is, therefore, fully benefit responsive. As such, the
investment 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.
6
<PAGE>
QUEBECOR DEFINED CONTRIBUTION PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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.
(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:
CIGNA Charter Guaranteed Government
Securities Fund $ 1,226,868 $ 1,046,163
Fidelity Advisor Growth Opportunities 11,769,746* 12,178,108*
Fund
Westfield Capital Balanced Fund 9,207,551* 8,322,361*
CIGNA Charter Large Company Stock 6,999,342* 6,178,838*
Index Fund
Janus Worldwide Fund 2,677,240 641,652
CIGNA Small Company Stock-Growth Fund 737,620 206,790
Quebecor World Inc. Stock Fund 233,426 75,201
----------- -----------
32,851,793 28,649,113
----------- -----------
Investments at contract value:
CIGNA Charter Guaranteed Long-Term Fund 18,105,205* 17,921,075*
----------- -----------
Participants' loans 3,028,819 2,561,155*
----------- -----------
Total investments $53,985,817 $49,131,343
=========== ===========
</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 DEFINED CONTRIBUTION PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The net realized and unrealized gain on investments for 1999 and 1998 was
$4,316,604 and $4,603,107, respectively. Investment income earned on
investments for 1999 and 1998 was $1,133,654 and $1,122,476, respectively.
Interest income earned on participant loans for 1999 and 1998 was $194,673
and $163,797, respectively.
(4) INCOME TAX STATUS
A determination letter was obtained from the Internal Revenue Service dated
December 8, 1995 stating that the Plan and its underlying trust qualify
under Section 401(a) of the Internal Revenue Code (the "Code") and,
therefore, is exempt from Federal income taxes under Section 501(a) of the
Code. In the opinion of the Company's management, the Plan and it
underlying trusts 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 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 DEFINED CONTRIBUTION PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
Investments held by the Plan at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
(B) IDENTITY OF
ISSUE, BORROWER, (E) CURRENT
(A) LESSOR, OR SIMILAR PARTY (C) DESCRIPTION OF INVESTMENT VALUE
--- ------------------------ ----------------------------- ------------
<S> <C>> <C> <C>
* Connecticut General Life
Insurance Company Fidelity Equity Fund $ 11,769,746
Continental Trust Company West Field Capital Balanced
Fund 9,207,551
* Connecticut General Life
Insurance Company Stock Index Fund 6,999,342
* Connecticut General Life
Insurance Company Fixed Income Fund 18,105,205
* Connecticut General Life Guaranteed Government
Insurance Company Security Fund 1,226,868
* Connecticut General Life
Insurance Company Janus Worldwide Fund 2,677,240
* Connecticut General Life Small Company Stock-Growth
Insurance Company Fund 737,620
* National Financial
Services Corporation Quebecor World Inc. common 233,426
stock
* Participants' loans Participants' loans at interest
rates ranging between
7.5% and 9.5%
maturing between
1/1/99 and 12/31/07 3,028,819
-------------
$ 53,985,817
=============
</TABLE>
* Party-in-interest as defined by ERISA.
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 hereunto duly authorized.
QUEBECOR DEFINED CONTRIBUTION PLAN
June 27, 2000 By: /s/ SHARI DAVIDSON
-------------------
Shari Davidson
Plan Administrator
10
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CONSENT OF INDEPENDENT AUDITORS
The Plan Administrator of
Quebecor Defined Contribution Plan:
We consent to the incorporation by reference in the Registration Statement (No.
333-8870) on Form S-8 of the Quebecor Defined Contribution 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 Defined Contribution Plan.
KPMG LLP
New York, New York
June 26, 2000
11
