<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/ / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
OR
/X/ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from March 1, 1997 to October 31, 1997
Commission file number 001-12551
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: Shepard Poorman Communications Corporation
Stock Bonus Plan (formerly known as the Shepard Poorman Communications
Corporation Employee Stock Ownership Plan).
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive officer. Gerald F. Mahoney, CEO, Mail-Well,
Inc., 23 Inverness Way East, Suite 160, Englewood, Colorado 80112.
<PAGE>
REQUIRED INFORMATION
Exhibit 23: Consent of Geo. S. Olive & Co. LLC
Exhibit 99: Shepard Poorman Communications Corporation Stock Bonus Plan's
financial statements and schedules for the eight months ended
October 31, 1997, prepared in accordance with the financial
reporting requirements of ERISA
-2-
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Shepard Poorman Communications
Corporation Stock Bonus Plan
Date: May 1, 1998 /s/ Mark L. Zoeller
(Signature)
-3-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in a Registration Statement on Form
S-8 (file No. 333-26743) filed by Mail-Well, Inc. of our report dated April 14,
1998, on the audit of the financial statements of Shepard Poorman Communications
Corporation Stock Bonus Plan for the eight months ended October 31, 1997, which
report appears in the October 31, 1997 Annual Report on Form 11-K of the Shepard
Poorman Communications Corporation Stock Bonus Plan.
Geo. S. Olive & Co. LLC
Indianapolis, Indiana
April 28, 1998
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
Financial Statements
October 31, 1997 and February 28, 1997
With Supplemental Schedule
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
- --------------------------------------------------------------------------------
<S> <C>
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Statement of net assets available for benefits 3
Statement of changes in net assets available for benefits 4
Notes to financial statements 5
SUPPLEMENTAL SCHEDULE
Item 27d--Schedule of reportable transactions 13
</TABLE>
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Plan Administrator
Shepard Poorman Communications Corporation
Stock Bonus Plan
Indianapolis, Indiana
We have audited the accompanying statement of net assets available for benefits
of Shepard Poorman Communications Corporation Stock Bonus Plan as of October 31,
1997 and February 28, 1997, and the related statement of changes in net assets
available for benefits for the eight months ended October 31, 1997 and the year
ended February 28, 1997. 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
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 Shepard Poorman
Communications Corporation Stock Bonus Plan at October 31, 1997 and February 28,
1997, and the changes in its net assets available for benefits for the eight
months ended October 31, 1997 and the year ended February 28, 1997, in
conformity with generally accepted accounting principles.
As explained in the notes to the financial statements, the financial statements
include securities valued at $1,330,886 (28.8 percent of net assets at
February 28, 1997), whose values have been estimated by the Plan Administrator
in the absence of readily ascertainable market values. We have reviewed the
procedures used by the Plan Administrator in arriving at its estimate of value
of such securities and have inspected underlying documentation, and, in the
circumstances, we believe the procedures are reasonable and the documentation
appropriate. However, because of the inherent uncertainty of valuation, those
estimated values may differ significantly from the values that would have been
used had a ready market for the securities existed, and the differences could be
material.
Effective December 3, 1996, the Company, as sponsor of the Plan, was sold. Plan
contributions and benefit accruals were frozen effective on and after April 1,
1997. Effective October 31, 1997, the Plan transferred all of its assets to the
Mail-Well I Corporation 401(k) Savings Retirement Plan.
<PAGE>
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule listed in the
accompanying table of contents is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
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 schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Geo. S. Olive & Co. LLC
Indianapolis, Indiana
April 14, 1998
(2)
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
OCTOBER 31, February 28,
1997 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments, at fair value $4,558,212
Employer contributions receivable 58,080
Accrued interest receivable 7,812
Cash 40,864
----------------------------
Total assets 4,664,968
LIABILITIES--accrued expenses 58,775
----------------------------
NET ASSETS AVAILABLE FOR BENEFITS $0 $4,606,193
----------------------------
----------------------------
</TABLE>
See notes to financial statements.
(3)
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
EIGHT MONTHS
ENDED Year Ended
OCTOBER 31, February 28,
1997 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
ADDITIONS
Investment income
Net appreciation (depreciation) in fair value of investments $748,189 $ (208,041)
Interest and dividends 122,951 61,347
-----------------------------
871,140 (146,694)
Contingent payment for Company common stock 73,898
Employee salary reduction contributions 36,184 514,669
Employee rollover contributions 15,214
Employer contributions 13,000 102,937
-----------------------------
Total additions 994,222 486,126
-----------------------------
DEDUCTIONS
Transfers to Mail-Well Plan 4,024,183
Benefits paid to participants 1,516,164 474,470
Administrative expenses 60,068 73,407
-----------------------------
Total deductions 5,600,415 547,877
-----------------------------
NET DECREASE (4,606,193) (61,751)
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF PERIOD 4,606,193 4,667,944
-----------------------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF PERIOD $ 0 $4,606,193
-----------------------------
-----------------------------
</TABLE>
See notes to financial statements.
(4)
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
- - DESCRIPTION OF PLAN
The following description of Shepard Poorman Communications Corporation Stock
Bonus Plan (formerly Shepard Poorman Communications Corporation Employee Stock
Ownership Plan) (Plan) provides only general information. Participants should
refer to the Plan document for a complete description of the Plan's provisions.
GENERAL
The Plan was a defined-contribution plan sponsored by Shepard Poorman
Communications Corporation (Company) for the benefit of its full-time employees.
It was subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). Peoples Bank and Trust Company, Indianapolis, was the Plan
trustee/custodian. The ESOP Committee acted as trustee for certain Plan assets.
CONTRIBUTIONS
The Plan permitted eligible employees through a salary reduction election to
have the Company make annual contributions of up to 15% of eligible
compensation. Employee rollover contributions were also permitted. Company
basic, matching and bonus contributions were discretionary as determined by the
Company's Board of Directors. Bonus contributions were eliminated effective in
October 1995.
PARTICIPANT INVESTMENT ACCOUNT OPTIONS
Investment account options available included a Company stock fund and six
mutual funds. Each participant had the option of directing his contributions
into any of the separate investment accounts. Participants could change account
allocations quarterly. Company basic, matching and bonus contributions were
invested in the Company Stock Fund, which fund, effective in February 1995,
could invest in other instruments as directed by the Company.
PARTICIPANT ACCOUNTS
Each participant's account was credited with the participant's contribution and
allocation of the Company's contribution, Plan earnings, and forfeitures of
terminated participants' nonvested accounts. Allocations were based on
participant earnings or account balances, as defined. The benefit to which a
participant was entitled was the benefit that could be provided from the
participant's account.
VESTING
Participants were immediately vested in their voluntary contribution accounts
and Company bonus accounts plus actual earnings thereon. Vesting in Company
basic and matching accounts was based on years of continuous service. A
participant was 100% vested after seven years of credited service; as a result
of Plan contributions being frozen and discontinued, participants were 100%
vested in all their accounts.
(5)
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
PAYMENT OF BENEFITS
Distribution of a plan benefit could be made entirely in cash, unless a
participant elected to receive his distribution in the form of Company stock, in
which case the plan benefit was distributed in the form of whole shares of
Company stock, with the value of any fractional shares paid in cash.
Withdrawals other than for termination were permitted under circumstances
provided by the Plan.
PLAN TERMINATION
Effective October 31, 1997, the Plan was merged into the Mail-Well I Corporation
401(k) Savings Retirement Plan (Mail-Well Plan), and assets and participant
balances were transferred to the new plan.
LOANS
The plan agreement included provisions authorizing loans from the Plan to active
eligible participants. Loans were made to any eligible participant for reason
of hardship and were repayable over a period not to exceed five years, except
for loans for the purchase of a primary residence. Interest on the loans was
based on institutional lenders' market rates.
- - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The accompanying financial statements are prepared on the accrual method of
accounting.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions that
affect the reported amounts of net assets and changes in net assets available
for benefits. Actual results could differ from those estimates.
INVESTMENTS
Certain investments were valued using quoted market prices. The fair value of
the investments in common stock was determined by independent appraisals or
other available information. Money market funds were carried at cost, which
approximates market. Purchases and sales of securities were recorded on a
trade-date basis.
PAYMENT OF BENEFITS
Benefits were recorded when paid.
ADMINISTRATIVE EXPENSES
Administrative expenses were paid by the Company or the Plan, at the Company's
discretion.
(6)
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
- - INVESTMENTS
The Plan's investments were held by the bank trustee/custodian. The Plan's
investments (including investments bought, sold, and held during the period)
appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
1997
-------------------------------------------
NET APPRECIATION
(DEPRECIATION) FAIR VALUE
IN FAIR VALUE AT END
EIGHT MONTHS ENDED OCTOBER 31 DURING PERIOD OF PERIOD
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Mail-Well, Inc. common stock $585,752
Day Dream Publishing, Inc. common stock 330
Fidelity Magellan Fund 50,753
Berger 100 Fund 49,865
Oppenheimer Main Street Income and Growth Fund 74,342
Strong Government Securities Fund (8,653)
GAM International Fund (4,200)
-------------------------------------------
$748,189 $0
-------------------------------------------
-------------------------------------------
<CAPTION>
1997
-------------------------------------------
NET APPRECIATION
(DEPRECIATION) FAIR VALUE
IN FAIR VALUE AT END
YEAR ENDED FEBRUARY 28 DURING YEAR OF YEAR
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Company common stock $(673,961)
Day Dream Publishing, Inc. common stock 373,826 $1,330,886*
Fidelity Magellan Fund 43,492 398,665*
Berger 100 Fund 20,085 256,554*
Oppenheimer Main Street Income and Growth Fund 29,083 342,684*
Strong Government Securities Fund (566) 77,487
Fidelity Daily Money Market Fund 13,138
Peoples Bank & Trust Company Money Market Fund 1,928,756*
Participant loans 210,042
-------------------------------------------
$(208,041) $4,558,212
-------------------------------------------
-------------------------------------------
</TABLE>
* Investments that represented 5% or more of the Plan's assets are separately
identified above.
Upon the sale of the Company to Mail-Well, Inc. in December 1996, the Plan
received $59.87 per share, or $1,744,000, for its common stock owned. The Plan
of Exchange also allowed for future contingency payments to be made based on the
Company's financial performance. In July 1997, the Plan received a contingency
payment of $73,898.
In April 1997, Day Dream Publishing, Inc. (Day Dream) was sold, and the Plan
received approximately $1,331,000 for its Day Dream common stock owned. The Day
Dream stock at February 28, 1997 was valued at the selling price.
(7)
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
- - NET ASSETS BY SEPARATE INVESTMENT ACCOUNTS
The net assets and changes in net assets available for plan benefits by separate
investment accounts are as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------
OPPENHEIMER
COMPANY FIDELITY BERGER MAIN STREET
STOCK MAGELLAN 100 INCOME AND
EIGHT MONTHS ENDED OCTOBER 31 FUND FUND FUND GROWTH FUND
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Investment income
Net appreciation (depreciation) in fair value of
investments $ 586,082 $ 50,753 $ 49,865 $ 74,342
Interest 35,232 5,539 288 49,685
Contingent payment for Company common stock 20,000 5,500 2,213 11,148
Employee contributions (347) 13,271 9,297 11,770
Employer contributions 13,000
---------------------------------------------------------------------
653,967 75,063 61,663 146,945
---------------------------------------------------------------------
Deductions
Benefits paid to participants 949,439 92,933 58,725 90,653
Administrative expenses 60,068
---------------------------------------------------------------------
1,009,507 92,933 58,725 90,653
---------------------------------------------------------------------
Net Increase Prior to Interfund Transfers (355,540) (17,870) 2,938 56,292
Interfund Transfers (1,259,856) 277,066 (74,164) 217,118
Rollovers into Mail-Well Plan (1,691,577) (652,922) (187,442) (614,580)
---------------------------------------------------------------------
Net Decrease (3,306,973) (393,726) (258,668) (341,170)
Net Assets Available for Benefits, Beginning of Period 3,306,973 393,726 258,668 341,170
---------------------------------------------------------------------
Net Assets Available for Benefits, End of Period $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------------
---------------------------------------------------------------------
</TABLE>
(8)
<PAGE>
<TABLE>
<CAPTION>
1997
- -----------------------------------------------------------------------------
STRONG
GOVERNMENT FIDELITY GAM
SECURITIES DAILY MONEY INTERNATIONAL
FUND MARKET FUND FUND LOANS TOTALS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ (8,653) $ (4,200) $ 748,189
7,239 $ 24,968 122,951
3,442 31,595 73,898
1,784 409 36,184
13,000
- -----------------------------------------------------------------------------
3,812 56,972 (4,200) 994,222
- -----------------------------------------------------------------------------
26,040 239,761 $ 58,613 1,516,164
60,068
- -----------------------------------------------------------------------------
26,040 239,761 58,613 1,576,232
- -----------------------------------------------------------------------------
(22,228) (182,789) (4,200) (58,613) (582,010)
107,482 736,420 31,063 (35,129)
(162,503) (566,572) (26,863) (121,724) (4,024,183)
- -----------------------------------------------------------------------------
(77,249) (12,941) 0 (215,466) (4,606,193)
77,249 12,941 215,466 4,606,193
- -----------------------------------------------------------------------------
$ 0 $ 0 $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
(9)
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
---------------------------------------------------------------------
OPPENHEIMER
COMPANY FIDELITY BERGER MAIN STREET
STOCK MAGELLAN 100 INCOME AND
YEAR ENDED FEBRUARY 29 FUND FUND FUND GROWTH FUND
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Investment income
Net appreciation (depreciation) in fair value of
investments $ (300,135) $ 43,492 $ 20,085 $ 29,083
Interest 49,802 5,013 750 218
Employee contributions 165,688 126,654 85,193 113,138
Employer contributions 102,937
Employee rollover contributions 3,231 1,224 1,198 1,198
---------------------------------------------------------------------
21,523 176,383 107,226 143,637
---------------------------------------------------------------------
Deductions
Benefits paid to participants 204,300 61,241 64,089 89,762
Administrative expenses 52,412 6,753 5,285 6,753
---------------------------------------------------------------------
256,712 67,994 69,374 96,515
---------------------------------------------------------------------
Net Increase Prior to Interfund Transfers (235,189) 108,389 37,852 47,122
Interfund Transfers (34,587) (8,391) (11,693) (4,610)
---------------------------------------------------------------------
Net Increase (Decrease) (269,776) 99,998 26,159 42,512
Net Assets Available for Benefits, Beginning of Year 3,576,749 293,728 232,509 298,658
---------------------------------------------------------------------
Net Assets Available for Benefits, End of Year $3,306,973 $393,726 $258,668 $341,170
---------------------------------------------------------------------
---------------------------------------------------------------------
</TABLE>
(10)
<PAGE>
<TABLE>
<CAPTION>
1997
- -------------------------------------------------------------------------------
STRONG
GOVERNMENT FIDELITY
SECURITIES DAILY MONEY
FUND MARKET FUND LOANS TOTALS
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
$ (566) $ (208,041)
5,013 $ 551 61,347
21,730 2,266 514,669
102,937
3,593 4,770 15,214
- -------------------------------------------------------------------------------
29,770 7,587 486,126
- -------------------------------------------------------------------------------
33,319 1,253 $ 20,506 474,470
1,909 295 73,407
- -------------------------------------------------------------------------------
35,228 1,548 20,506 547,877
- -------------------------------------------------------------------------------
(5,458) 6,039 (20,506) (61,751)
1,370 (34) 57,945
- -------------------------------------------------------------------------------
(4,088) 6,005 37,439 (61,751)
81,337 6,936 178,027 4,667,944
- -------------------------------------------------------------------------------
$77,249 $12,941 $215,466 $4,606,193
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(11)
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
- - NET ASSETS OF WITHDRAWING PARTICIPANTS
Net assets available for benefits at February 28, 1997 included $264,324, which
was allocated to participants who had elected to withdraw from Plan operations.
- - PARTY-IN-INTEREST TRANSACTIONS
Party-in-interest transactions include those with fiduciaries or employees of
the Plan, any person who provides services to the Plan, an employer whose
employees are covered by the Plan, an employee organization whose members are
covered by the Plan, a person who owns 50 percent or more of such an employer or
employee association, or relatives of such persons.
The Plan invested in a money market fund of Peoples Bank and Trust Company, and
fees paid by the Plan to this trustee for trustee services were $15,953 for the
period ended October 31, 1997 and $8,865 for the year ended February 28, 1997.
The Company provides certain administrative services at no cost to the Plan.
- - PLAN AMENDMENT
Pursuant to an amendment effective April 1, 1997, the Plan's name was changed to
the Shepard Poorman Communications Corporation Stock Bonus Plan. The amended
Plan was a continuation and complete restatement of the Shepard Poorman
Communications Corporation Employee Stock Ownership Plan. Among other
provisions of the amendment, after March 31, 1997, no eligible employee was
permitted to become a participant, and Plan contributions and benefit accruals
were frozen on and after April 1, 1997. Loans were not permitted after
March 31, 1997. In addition, the Company Stock Fund could invest in Mail-Well,
Inc. common stock. Active participants became 100% vested immediately in all
Company contributions made on their behalf.
- - DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 INFORMATION
Differences between the Annual Return/Report of Employee Benefit Plan (Form
5500) filed with the Internal Revenue Service and the accompanying financial
statements include reporting realized gains and losses in Form 5500 based on the
beginning of the period current value of the assets sold or the cost of assets
acquired during the period and in the accompanying statement of changes in net
assets available for benefits based on the original cost.
- - TAX STATUS
The Internal Revenue Service has advised that the Plan constituted a qualified
plan under Section 401 of the Internal Revenue Code and that the trust
established under the Plan was therefore exempt from federal income taxes. The
Plan was amended since receiving the determination letter. However, the plan
administrator believed that the Plan was being operated in compliance with the
applicable requirements of the Internal Revenue Code and that the Plan was
qualified and the related trust was tax-exempt as of the financial statement
date. A request has been made for final determination from the Internal Revenue
Service.
(12)
<PAGE>
SUPPLEMENTAL SCHEDULE
<PAGE>
SHEPARD POORMAN COMMUNICATIONS CORPORATION
STOCK BONUS PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
(TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS AT BEGINNING OF YEAR)
EIGHT MONTHS ENDED OCTOBER 31, 1997
EMPLOYER IDENTIFICATION NUMBER: 35-1417065 PLAN NUMBER: 001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h)
CURRENT VALUE
EXPENSES OF ASSET ON
IDENTITY OF PARTY DESCRIPTION OF PURCHASE SELLING INCURRED WITH COST OF TRANSACTION NET GAIN
INVOLVED ASSETS PRICE PRICE TRANSACTION ASSET DATE OR (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuer Fidelity Magellan Fund
Purchases $ 405,584 $ 405,584 $ 405,584
Sales $ 855,003 781,686 855,003 $ 73,317
Issuer Berger 100 Fund
Purchases 191,517 191,517 191,517
Sales 497,936 447,857 497,936 50,079
Issuer Oppenheimer Main Street
Income and Growth Fund
Purchases 380,324 380,324 380,324
Sales 838,824 665,375 838,824 173,449
Issuer Strong Government Securities Fund
Purchases 123,983 123,983 123,983
Sales 196,323 198,938 196,323 (2,615)
Issuer Day Dream Publishing, Inc.
Sales 1,330,886 957,387 1,330,886 373,499
Issuer Peoples Bank & Trust Company
Money Market Fund
Purchases 130,514 130,514 130,514
Sales 2,059,270 2,059,270 2,059,270
Issuer Mail-Well, Inc. common stock
Purchases 1,149,538 1,149,538 1,149,538
Sales and transfers 1,735,290 1,149,538 1,735,290 585,752
</TABLE>
