FORM 10-K/A Amendment No. 2
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended September 30, 1994
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
Commission file number 1-9915
GAYLORD CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3472452
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Lake Cook Road, Suite 400, Deerfield, Illinois 60015
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (708) 405-5500
The purpose of this amendment is to include the financial statements of the
Gaylord Container Corporation Employee Stock Purchase Plan for fiscal 1994 as
an exhibit.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 27th day of January, 1995.
Gaylord Container Corporation
By /s/ Daniel P. Casey
-----------------------------
Daniel P. Casey
Executive Vice President
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Number and Description of Exhibit
10.20(a) Amendment No. 1 to Employment Agreement between the Registrant and
Marvin A. Pomerantz dated February 8, 1989, incorporated by reference to
Exhibit 10.25 of the Registrant's Registration Statement on Form S-1 (No.
33-29722), as amended, filed under the Securities Act of 1933, as amended (the
1989 Debt Registration Statement)
10.21(a) Employment Agreement by and between the Registrant and Marvin A.
Pomerantz dated January 1, 1993, incorporated by reference to Exhibit 10.20 of
the 1993 Form 10-K
10.22(a) Employment Agreement by and between the Registrant and Warren J.
Hayford dated as of May 18, 1988, incorporated by reference to Exhibit 10.2 of
the 1988 Debt Registration Statement
10.23(a) Amendment No. 1 to Employment Agreement between the Registrant and
Warren J. Hayford dated February 8, 1989, incorporated by reference to Exhibit
10.26 of the 1989 Debt Registration Statement
10.24(a) Employment Letter Agreement by and between the Registrant and Dale E.
Stahl, dated as of November 22, 1993, incorporated by reference to Exhibit
10.25 of the 1993 Form 10-K
10.25(a) Employment Letter Agreement by and between the Registrant and Daniel
P. Casey, dated as of November 22, 1993, incorporated by reference to Exhibit
10.27 of the 1993 Form 10-K
10.26(a) Employment Letter Agreement by and between the Registrant and Lawrence
G. Rogna, dated as of November 22, 1993, incorporated by reference to Exhibit
10.29 of the 1993 Form 10-K
10.27(a) Stock Retention Agreement dated June 25, 1992 between the Registrant
and Mid-America Group, Ltd., incorporated by reference to Exhibit 10(nn) of the
1991 Proxy Statement - Prospectus
10.28(a) Stock Retention Agreement dated June 25, 1992 between the Registrant
and Warren J. Hayford, incorporated by reference to Exhibit 10(pp) of the 1991
Proxy Statement - Prospectus
10.29(a) Gaylord Container Corporation 1987 Key Employee Stock Option Plan,
incorporated by reference to Exhibit 28 of the Registrant's Registration
Statement on Form S-8 (No. 33-25675) filed under the Securities Act of 1933, as
amended
10.30(a) Gaylord Container Corporation 1989 Long-Term Incentive Plan,
incorporated by reference to Exhibit 28.1 of the Registrant's Registration
Statement on Form S-8 (No. 33-33977) filed under the Securities Act of 1933, as
amended
10.31(a) Gaylord Container Corporation Outside Director Stock Option Plan,
incorporated by reference to Exhibit 28 of the Registrant's Registration
Statement on Form S-8 (No. 33-33871) filed under the Securities Act of 1933, as
amended
10.32(a) Gaylord Container Corporation Retirement Plan
10.33(a) Gaylord Container Corporation Retirement Savings Plan
10.34(a) Gaylord Container Corporation Management Incentive Plan
10.35(a) Gaylord Container Corporation Key Performance Compensation Plan
10.36(a) Gaylord Container Corporation Shareholder Value Plan
10.37(b) Gaylord Container Corporation Supplemental Retirement Plan
21.1(a) Subsidiaries of the Registrant, incorporated by reference to Exhibit
21.1 of the 1993 Form 10-K
23.1(b) Consent of Deloitte & Touche LLP
24.1(b) Power of Attorney
27.1(b) Financial Data Schedule
99.1(b) Gaylord Container Corporation Employee Stock Purchase Plan financial
statements for fiscal 1994
(a) Incorporated by reference.
(b) Filed with this Annual Report.
GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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TABLE OF CONTENTS
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Page
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of Financial Condition,
September 30, 1994 2
Statement of Income and Changes in Plan Equity for
the period from July 1, 1994 (date of inception)
through September 30, 1994 3
Notes to Financial Statements 4-6
SCHEDULES OMITTED AS NOT APPLICABLE:
Schedule I - Investments
Schedule II - Allocation of plan assets and liabilities to
investment program
Schedule III - Allocation of plan income and changes in plan equity
to investment programs.
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INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Employee Benefits Committee of
Gaylord Container Corporation:
We have audited the accompanying statement of financial condition of the
Gaylord Container Corporation Employee Stock Purchase Plan (the "Plan") at
September 30, 1994 and the related statement of income and changes in Plan
equity for the period from July 1, 1994 (date of inception) through September
30, 1994. 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 audit.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial condition of the Plan at September 30, 1994 and the
income and changes in Plan equity for the period from July 1, 1994 (date of
inception) through September 30, 1994 in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Chicago, IL
January 25, 1995
1
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<TABLE>
<CAPTION>
GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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STATEMENT OF FINANCIAL CONDITION
SEPTEMBER 30, 1994
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1994
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PLAN ASSETS:
<S> <C>
Investments in Gaylord Container
Corporation Class A Common Stock,
at fair value $20,222
Receivable from Gaylord Container
Corporation 23,837
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Total plan assets 44,059
LIABILITIES -
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PLAN EQUITY $44,059
======
</TABLE>
See notes to financial statements.
2
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<TABLE>
<CAPTION>
GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE PERIOD FROM JULY 1, 1994 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 1994
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1994
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<S> <C>
Realized gain on investments $ 56
Increase in unrealized appreciation
in fair value of investments 4,758
Deposits by participating employees 39,483
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Total income 44,297
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Participant withdrawals 238
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Total withdrawals 238
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PLAN EQUITY:
Net increase for the period 44,059
Beginning of period -
------
End of period $44,059
======
</TABLE>
See notes to financial statements.
3
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GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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NOTES TO FINANCIAL STATEMENTS
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1. PLAN DESCRIPTION
Gaylord Container Corporation (the "Company") established the Gaylord
Container Corporation Employee Stock Purchase Plan (the "Plan") effective
July 1, 1994.
General - The purpose of the Plan is to provide employees a convenient means
to purchase shares of Gaylord Container Corporation Class A Common Stock
(the "Shares") through payroll deductions. The Company believes that
ownership of Shares by employees will foster greater employee interest in
the Company's growth and development. Any employee of the Company is
eligible to participate in the Plan on any January 1, April 1, July 1, or
October 1 which is a minimum of 30 days after the date of such employee's
employment with the Company; provided any employee who is an insider under
Section 16 of the Securities Exchange Act of 1934 and the rules promulgated
thereunder (i.e., any Company executive officer or director) is ineligible
to participate in the Plan.
Administration - The Plan is administered by the Employee Benefits
Committee, which is appointed by the Compensation and Stock Option Committee
of the Board of Directors (the "Committee") of the Company. Commissions or
other costs associated with administering the Plan and purchasing Shares are
paid by the Company. Such expenses for the period July 1, 1994 through
September 30, 1994 were approximately $482. Expenses attributable to a
participant's sale of Shares, however, will be paid by the participant. The
Plan assets are held by Merrill Lynch Pierce Fenner & Smith, Inc., the
servicer of the Plan.
Contributions - Eligible employees may elect to participate in the Plan and
may contribute from $10 per week up to a maximum of 10 percent of such
employee's compensation (as defined). Each participant in the Plan will
have a "cash account" and a "Share account" established in their name for
bookkeeping purposes. The cash account is credited for such participant's
payroll deductions during a month and the entire balance of funds in the
participants' cash accounts as of the end of the month is used to purchase
Shares to be allocated to participants' Share accounts. The cost per Share
to participants is the closing price for the Shares as it appears on the
American Stock Exchange Composite Transactions on the last day of the month.
If the last day of the month is a day on which the American Stock Exchange
is closed, the price for such day is determined as of the last preceding day
on which the American Stock Exchange was open. As soon as practicable after
all necessary Shares have been purchased by the Committee for the benefit of
participants, the Committee will allocate such Shares (full and fractional)
to participant's Share accounts such that no cash balances will remain in
the participants' cash accounts immediately after Shares have been
allocated. Through September 30, 1994, all deposits by participating
employees were used to purchase the Company's treasury stock, and no cash
has been paid to the Plan.
4
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GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
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Distributions - Until Share certificates are issued, no person shall have
any right to sell, assign, mortgage, pledge, hypothecate or otherwise
encumber any of the Shares allocated to a participant's Share account.
Share certificates for the number of whole Shares in each participant's
Share account may be issued to participants only upon the receipt by the
Committee (or its agent) of a participant's written request indicating the
number of Shares (to a maximum of the number of full Shares in the
participant's Share account) for which the participant wishes to receive
certificates. Share certificates shall be issued to the participant as soon
as practicable after the end of the month.
Voting Rights - Each participant is entitled to exercise voting rights
attributable to the shares allocated to his or her account and is notified
prior to the time that such rights are to be exercised. The Committee is
not permitted to vote any Share for which instructions have not been given
by a participant, provided that in the case of votes on routine matters, the
Committee shall vote in favor of management all Shares for which a contrary
instruction is not received.
Termination of Employment - Settlement of the accounts of participants whose
employment has terminated shall be made as of the beginning of the month
following the month in which termination of employment occurred.
Distributions are made in the form of certificates for full Shares allocated
to such participant's account and not previously distributed, together with
a check for any remaining cash balance and the value of any fractional
Shares allocated to such participant's account based on the closing price
for the Shares as it appears on the American Stock Exchange Composite
Transactions on the last day of the month during which termination of
employment occurred.
Termination of Plan - It is the intention of the Company to continue the
Plan indefinitely; however, the Company reserves the right to amend this
Plan at any time and in any respect and to terminate this Plan at any time
by action of the Committee. In the event of Plan termination, the Committee
will make an allocation of Shares to the Share accounts of the participants
and distribute to each participant all of the full Shares held in such
participant's Share account plus an amount of cash equal to the balance in
such participant's cash account and the amount of any fractional Shares in
such participant's Share account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments - The Shares of the Company are stated at fair value determined
by reference to quoted market prices.
Realized gain on investments - The "average cost method" was used to
determine the aggregate cost of investments sold which was $182 for the
period July 1, 1994 (date of inception) through September 1994.
Aggregate proceeds from the sale of investments were $238.
5
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GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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NOTES TO FINANCIAL STATEMENTS - (CONCLUDED)
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3. TAX STATUS
The Plan as it has been described herein is not exempt from Federal income
tax under Section 501(a) of the Internal Revenue Code.
4. INVESTMENTS
The Plan's investments at September 30, 1994 are presented in the following
table:
<TABLE>
<CAPTION>
Gaylord Container Corporation
Class A Common Stock:
<S> <C>
Number of Shares 2,379
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Cost $15,464
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Fair value
($8.50 per share) $20,222
======
6
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