x
|
Annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
|
¨
|
Transition
report pursuant to Section 15(d) of the Securities Exchange Act of
l934
|
A.
|
Full
title of plan and the address of the plan, if different from that of the
issuer named below:
|
B.
|
Name
of the issuer of the securities held pursuant to the plan and the address
of its executive office:
|
Report
of Independent Registered Public Accounting Firm
|
3
|
Financial
Statements
|
|
Statements
of Net Assets Available for Benefits
|
4
|
Statements
of Changes in Net Assets Available for Benefits
|
5-6
|
Notes
to Financial Statements
|
7-14
|
Supplemental
Schedule
|
|
Schedule
of Assets (Held at End of Year)
|
15-16
|
|
Note:
|
Supplemental
schedules required by the Employee Retirement Income Security Act of 1974
not included herein are deemed not applicable to the CLARCOR 401(k)
Plan.
|
December 31,
|
2009
|
2008
|
||||||
Assets
|
||||||||
Investments, at fair
value
|
||||||||
Common/collective
trust
|
$ | 12,380,743 | $ | 12,187,043 | ||||
Mutual
funds
|
60,825,903 | 44,548,487 | ||||||
CLARCOR
Inc. common stock fund
|
- | 4,192,879 | ||||||
Participant
loans
|
2,860,190 | 2,591,716 | ||||||
Total
investments
|
76,066,836 | 63,520,125 | ||||||
Receivables
|
||||||||
Employer
contributions
|
2,179,604 | - | ||||||
Participant
contributions
|
38,713 | - | ||||||
Total
receivables
|
2,218,317 | - | ||||||
Total
assets
|
78,285,153 | - | ||||||
Liabilities
|
||||||||
Corrective
distributions
|
201,309 | - | ||||||
Net
Assets Available for Benefits
|
$ | 78,083,844 | $ | 63,520,125 |
Years ended December 31,
|
2009
|
2008
|
||||||
Additions
|
||||||||
Investment
income
|
||||||||
Interest
income from common/collective trust
|
$ | 364,229 | $ | 482,946 | ||||
Dividend
income from CLARCOR Inc. common stock fund
|
32,750 | 37,734 | ||||||
Interest
income from participant loans
|
208,007 | 241,661 | ||||||
Dividend
income from mutual funds
|
1,366,056 | 1,686,165 | ||||||
Total
interest and dividends
|
1,971,042 | 2,448,506 | ||||||
Net
appreciation (depreciation) in fair value of
|
||||||||
Mutual
funds
|
9,274,793 | (17,526,264 | ) | |||||
CLARCOR
Inc. common stock fund
|
- | (619,103 | ) | |||||
Total
net appreciation (depreciation)
|
9,274,793 | (18,145,367 | ) | |||||
Net
gain (loss) on sale of investments of
|
||||||||
CLARCOR
Inc. common stock fund
|
(75,283 | ) | 25,345 | |||||
Mutual
funds
|
320,614 | (1,280,302 | ) | |||||
Total
net gain (loss) on sale of investments
|
245,331 | (1,254,957 | ) | |||||
Total
investment income (loss)
|
11,491,166 | (16,951,818 | ) | |||||
Contributions
|
||||||||
Employer
|
3,265,658 | 3,537,312 | ||||||
Participant
|
5,598,734 | 5,955,207 | ||||||
Rollover
|
1,455,307 | 516,073 | ||||||
Other
additions
|
12,867 | 1,592 | ||||||
Total
contributions
|
10,332,566 | 10,010,184 | ||||||
Total
additions
|
$ | 21,823,732 | $ | (6,941,634 | ) |
Years
ended December 31,
|
2009
|
2008
|
||||||
Deductions
|
||||||||
Benefits
paid to participants
|
$ | 7,035,872 | $ | 6,313,772 | ||||
Administrative
fees
|
21,972 | 18,463 | ||||||
Corrective
distributions
|
201,309 | - | ||||||
Other
deductions
|
860 | 209 | ||||||
Total
deductions
|
7,260,013 | 6,332,444 | ||||||
Net
increase (decrease)
|
14,563,719 | (13,274,078 | ) | |||||
Net Assets Available for
Benefits, at beginning of year
|
63,520,125 | 76,794,203 | ||||||
Net Assets Available for
Benefits, at end of year
|
$ | 78,083,844 | $ | 63,520,125 |
1.
|
Description
of Plan
|
The
following brief description of the CLARCOR Inc. (the "Company") 401(k)
Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the summary Plan description
for a more complete description of the Plan's
provisions.
|
|
General
|
The
Plan is a defined contribution plan established January 1, 2004, which
covers eligible domestic employees of the Company who are 21 or older, and
who are not continuing participation in the CLARCOR Inc. Pension Plan
effective January 1, 2004. Effective July 1, 2007, employees are
automatically enrolled at 3% pre-tax contribution rate following a 60 day
opt-out period. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Effective
July 1, 2008, further contributions to the CLARCOR Inc. common stock fund
were frozen. As of December 31, 2009, the CLARCOR Inc. common
stock fund closed, and assets therein were liquidated. Plan
participants had until such date to redirect their assets from this fund
into other investment options. In the absence of such
designation, the assets were liquidated and reinvested in the target
retirement fund association corresponding to age group.
|
||
Contributions
|
Each
year, upon date of hire, participants may contribute up to 50% of pre-tax
or after-tax (Roth) basis, as defined in the Plan, subject to applicable
Internal Revenue Code ("IRC") limitations. Participants may
also rollover amounts representing distributions from other qualified
defined benefit or defined contribution plans. During 2008, the
Plan was a safe harbor match plan, in which the Company matched 100% of
the first 3% and 50% of the next 2% of combined employee pre-tax and/or
after-tax (Roth) contributions once the participant had three months of
service. Effective April 3, 2009, Company matches are made annually on a
discretionary basis to participants who have completed 1,000 hours of
service. For 2009, the Company contributed 100% of the first 3%
and 50% of the next 2% combined employee pre-tax and/or after-tax (Roth)
contributions for eligible participants.
|
||
Participant
Accounts
|
Each
participant's account is credited with the participant's contributions,
Company's contributions and Plan earnings. Contributions are
based on participant elections, as defined. Participants direct
the investment of their contributions into various investment options
offered by the Plan. The Plan currently offers a
common/collective trust and 22 mutual funds as investment options for
participants.
|
Vesting
|
Participants
are immediately vested in their contributions and the Company's match,
plus actual earnings thereon.
|
||
Participant
Loans
|
Participants
may borrow from their accounts a minimum of $1,000 and may have only one
loan outstanding. Loans are repaid through payroll deductions
with principal and interest being credited to the participants' account
balances. Loans may not exceed the lesser of 50% of the
participant's vested balance or $50,000 and loans are to be repaid over a
period of time not to exceed five years, unless used for the purchase of
principal residence, in which case the payback period may not exceed 15
years. The loans are collateralized by the balance in the
participant's account and bear interest at the prime rate plus 2% at the
time of the loan.
|
||
Payment
of Benefits
|
Upon
termination of service, death, disability or retirement, participants or
their beneficiaries will receive lump-sum benefit
payments. Benefits paid are equal to the value of the
participant's vested interest in his or her account.
|
||
Subject
to certain provisions specified in the Plan agreement, employed
participants may withdraw their after-tax contributions and related
earnings. Withdrawals from the Plan may also be made upon
circumstances of financial hardship in accordance with provisions
specified in the Plan.
|
|||
Administrative
Expenses
|
The
Company pays substantially all of the Plan's administrative
expenses.
|
||
2.
|
Summary
of Significant Accounting Policies
|
||
Basis
of Accounting
|
The
financial statements of the Plan are prepared under the accrual basis of
accounting in accordance with accounting principles generally accepted in
the United States of America.
|
||
Use
of Estimates
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
Plan management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits at the date of the financial
statements and the changes in net assets available for benefits during the
reporting period and, when applicable, disclosure of contingent assets and
liabilities at the date of the financial statements. Actual
results could differ from those
estimates.
|
Risks
and Uncertainties
|
The
Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, mutual funds and other investment
securities. Investment securities are exposed to various risks,
such as interest rate, market valuation and credit risks. Due
to the level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks could
materially affect participants' account balances and the amounts reported
in the statement of net assets available for benefits and the statement of
changes in net assets available for benefits. Individual
participants' accounts bear the risk of loss resulting from fluctuations
in fund values.
|
||
Investment
Valuation and Income Recognition
|
The
Plan's investments are reported at fair value. Participant
loans are valued at their outstanding principal balances, which
approximates fair market value. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement
date. See Note 7 for discussion of fair value
measurements.
|
||
Purchases
and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend
date. Net appreciation (depreciation) includes the Plan's gains
and losses on investments bought and sold as well as held during the
year.
|
|||
Payment
of Benefits
|
Benefits
are recorded when paid.
|
||
Recently
Issued Accounting Standards
|
The
Financial Accounting Standards Board ("FASB") approved the FASB Accounting
Standards Codification (the "ASC") as the single source of authoritative
nongovernmental United States Generally Accepted Accounting Principles
("GAAP") as of July 1, 2009. The ASC is effective for interim
and annual periods ending after September 15, 2009. The ASC
reorganizes the many GAAP pronouncements into approximately 90 accounting
topics, with all topics using a consistent structure. The ASC
does not change or alter existing GAAP and adoption of the standard did
not have any impact on these financial statements other than to revise
references to certain authoritative
literature.
|
In
July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes – an interpretation of FASB Statement No. 109,
codified in ASC Topic 740 ("ASC Topic 740"). This standard
clarifies the accounting for uncertainty in income taxes recognized in an
entity's financial statements and prescribes a recognition threshold and
measurement attribute for tax positions taken or expected to be taken on a
tax return including the entity's status as a tax-exempt
entity. Additionally, ASC Topic 740 provides guidance on
derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. The Plan adopted
this standard effective January 1, 2009. The Plan had no
significant uncertain tax positions at the date of adoption or at December
31, 2009. Accordingly, the adoption did not have a material
effect on the Plan's financial position or changes in net
assets. If interest and penalties are incurred related to
uncertain tax positions, such amounts are recognized in income tax
expense. Tax periods for all fiscal years after 2006 remain
open to examination by the federal and taxing jurisdictions to which the
Plan is subject.
In
May 2009, the FASB issued ASC Topic 855, Subsequent Events
("FASB ASC 855"). The objective of FASB ASC 855 is to establish
general standards of accounting for and disclosures of events that occur
after the balance sheet date but before financial statements are issued or
are available to be issued. In February 2010, the FASB issued
Accounting Standards Update ("ASU") 2010-09, "Amendments to Certain
Recognition and Disclosure Requirements", to address potential
practice issues associated with FASB ASC 855. The ASU
eliminates the requirements for SEC filers to disclose the date through
which subsequent events have been evaluated in originally issued and
reissued financial statements. This change was immediately
effective.
|
|||
3.
|
Significant
Investments
|
The
fair value of individual investments that represent 5 percent or more of
the Plan's net assets are as
follows:
|
December 31,
|
2009
|
2008
|
|||||||
CLARCOR
Inc. common stock fund
|
$ | N/A | $ | 4,192,879 | |||||
Vanguard
Intermediate Term Treasury Fund
|
N/A | 4,515,330 | |||||||
Vanguard
500 Index Fund
|
12,022,871 | 9,463,142 | |||||||
Vanguard
Wellington Fund
|
7,789,780 | 6,847,133 |
December 31,
|
2009
|
2008
|
|||||||
Vanguard
Windsor II Fund
|
4,323,345 | 3,412,837 | |||||||
Vanguard
Retirement Savings Trust
|
12,380,743 | 12,187,043 | |||||||
Vanguard
International Growth Fund
|
4,462,703 | N/A | |||||||
Vanguard
Prime Money Market Fund
|
N/A | 3,351,569 |
4.
|
Related-Party
Transactions
|
The
Plan invests in shares of mutual funds managed by an affiliate of Vanguard
Fiduciary Trust Company ("Vanguard"). Vanguard acts as trustee
for only those investments as defined by the Plan. Transactions
in such investments qualify as exempt party-in-interest
transactions. Fees paid by participants of the Plan for annual
loan and redemption fees amounted to $21,972 and $18,463 for the years
ended December 31, 2009 and 2008, respectively.
|
|||
The
CLARCOR Inc. common stock fund contains shares of common stock issued by
the Company. The Company is the Plan sponsor as defined by the
Plan and, therefore, these transactions qualify as exempt
party-in-interest transactions.
|
|||||
5.
|
Plan
Termination
|
Although
it has not expressed any intent to do so, the Company has the right under
the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
|
|||
6.
|
Tax
Status
|
The
Internal Revenue Service has determined and informed the Company by a
letter dated June 27, 2005 that the Plan and related trust are designed in
accordance with applicable sections of the IRC. Although the
Plan has been amended since receiving the determination letter, the Plan
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the
IRC.
|
|||
7.
|
Fair
Value Measurements
|
FASB
ASC Topic 820, Fair
Value Measurements, ("FASB ASC 820") establishes a framework for
measuring fair value. That framework provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). The three levels of the fair
value hierarchy under FASB ASC 820 are described as
follows:
|
|||
·
|
Level
1 Inputs to the valuation methodology are unadjusted quoted prices for
identical assets or liabilities in active markets that the Plan has the
ability to
access.
|
·
|
Level
2 Inputs to the valuation methodology include: quoted prices
for similar assets or liabilities in active markets; quoted prices for
identical or similar assets or liabilities in inactive markets; inputs
other than quoted prices that are observable for the asset or liability;
inputs that are derived principally from or corroborated by observable
market data by correlation or other means. If the asset or
liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or
liability.
|
||||
·
|
Level
3 Inputs to the valuation methodology are unobservable and significant to
the fair value measurement.
|
||||
The
asset or liability's fair value measurement level within the fair value
hierarchy is based on the lowest level of any input that is significant to
the fair value measurement. Valuation techniques used need to
maximize the use of observable inputs and minimize the use of unobservable
inputs.
Following
is a description of the valuation methodologies used for assets measured
at fair value. There have been no changes in the methodologies
used at December 31, 2009 and 2008.
CLARCOR Inc.
common stock fund (Level 1): Valued at the closing price
reported on the active market on which the individual securities are
traded.
Mutual funds
(Level 1): Valued at the net asset value ("NAV") of
shares held by the Plan at year-end.
Common/collective
trust fund (Level 2): Valued based on market value of
its underlying investments.
Participant
loans (Level 3): Valued at amortized cost, which
approximates fair value.
The
preceding methods described may produce a fair value calculation that may
not be indicative of net realizable value or reflective of future fair
values. Furthermore, although the Plan believes its valuation
methods are appropriate and consistent with other market participants, the
use of different methodologies or assumptions to determine the fair value
of certain financial instruments could result in a different fair value
measurement at the reporting
date.
|
The
following table sets forth by level, within the fair value hierarchy, the
Plan's assets at fair value as of December 31,
2009:
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||
Mutual
funds:
|
|||||||||||||
Index
funds
|
$ | 16,866,356 | $ | - | $ | - | |||||||
Balanced
funds
|
19,166,122 | - | - | ||||||||||
Growth
funds
|
10,222,711 | - | - | ||||||||||
Bond
funds
|
6,880,314 | - | - | ||||||||||
Value
funds
|
4,323,345 | - | - | ||||||||||
Money
market accounts
|
3,367,055 | - | - | ||||||||||
Total
mutual funds
|
60,825,903 | - | - | ||||||||||
Common/collective
trust
|
- | 12,380,743 | - | ||||||||||
Participant
loans
|
- | - | 2,860,190 | ||||||||||
Total
assets at fair value
|
$ | 60,825,903 | $ | 12,380,743 | $ | 2,860,190 |
The
following table sets forth by level, within the fair value hierarchy, the
Plan's assets at fair value as of December 31,
2008:
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||
Mutual
funds:
|
|||||||||||||
Index
funds
|
$ | 12,751,439 | $ | - | $ | - | |||||||
Balanced
funds
|
11,179,339 | - | - | ||||||||||
Growth
funds
|
6,836,980 | - | - | ||||||||||
Bond
funds
|
7,016,323 | - | - | ||||||||||
Value
funds
|
3,412,837 | - | - | ||||||||||
Money
market accounts
|
3,351,569 | - | - | ||||||||||
Total
mutual funds
|
44,548,487 | - | - | ||||||||||
CLARCOR
Inc. common stock
|
4,192,879 | - | - | ||||||||||
Common/collective
trust
|
- | 12,187,043 | - | ||||||||||
Participant
loans
|
- | - | 2,591,716 | ||||||||||
Total
assets at fair value
|
$ | 48,741,366 | $ | 12,187,043 | $ | 2,591,716 |
The
following table sets forth a summary of changes in the fair value of the
Plan's Level 3 assets for the year ended December 31,
2009.
|
Participant
|
|||||
Loans
|
|||||
Balance,
beginning of year
|
$ | 2,591,716 | |||
Purchases,
sales issuances and settlements, net
|
268,474 | ||||
Balance,
end of year
|
$ | 2,860,190 |
The
following table sets forth a summary of changes in the fair value of the
Plan's Level 3 assets for the year ended December 31,
2008.
|
Participant
|
|||||
Loans
|
|||||
Balance,
beginning of year
|
$ | 2,640,490 | |||
Purchases,
sales issuances and settlements, net
|
(48,774 | ) | |||
Balance,
end of year
|
$ | 2,591,716 |
December 31,
|
2009
|
|||||||||
(a)
|
(b)
Identity of Issuer
|
(c)
Description of Investment
|
(d)
Cost
|
(e)
Current
Value
|
||||||
*
|
Vanguard
Retirement Savings Trust
|
Common/Collective
Trust
|
$ | 12,380,743 | ||||||
12,380,743
shares
|
||||||||||
*
|
Vanguard
Prime Money Market Fund
|
Mutual
Fund
|
3,367,054 | |||||||
3,367,054
shares
|
||||||||||
*
|
Vanguard
Explorer Fund
|
Mutual
Fund
|
2,224,019 | |||||||
38,814
shares
|
||||||||||
*
|
Vanguard
Wellington Fund
|
Mutual
Fund
|
7,789,780 | |||||||
270,010
shares
|
||||||||||
*
|
Vanguard
Intermediate Term Investment
|
Mutual
Fund
|
2,977,706 | |||||||
Grade
Fund
|
309,533
shares
|
|||||||||
*
|
Vanguard
Intermediate Term
|
Mutual
Fund
|
3,902,608 | |||||||
Treasury
Fund
|
351,903
shares
|
|||||||||
*
|
Vanguard
500 Index Fund
|
Mutual
Fund
|
12,022,871 | |||||||
117,102
shares
|
||||||||||
*
|
Vanguard
Windsor II Fund
|
Mutual
Fund
|
4,323,345 | |||||||
182,574
shares
|
||||||||||
*
|
Vanguard
U.S. Growth Fund
|
Mutual
Fund
|
3,535,989 | |||||||
214,823
shares
|
||||||||||
*
|
Vanguard
International Growth Fund
|
Mutual
Fund
|
4,462,703 | |||||||
262,666
shares
|
||||||||||
*
|
Vanguard
Small Cap Index Fund
|
Mutual
Fund
|
1,916,686 | |||||||
69,723
shares
|
||||||||||
*
|
Vanguard
Mid Cap Index Fund
|
Mutual
Fund
|
2,926,800 | |||||||
178,900
shares
|
||||||||||
*
|
Vanguard
Target Retirement Income
|
Mutual
Fund
|
160,294 | |||||||
Fund
|
15,136
shares
|
December 31, |
2009
|
|||||||||
(a)
|
(b)
Identity of Issuer
|
(c)
Description of Investment
|
(d)
Cost
|
(e)
Current
Value
|
||||||
*
|
Vanguard
Target Retirement 2005 Fund
|
Mutual
Fund
|
$ | 102,419 | ||||||
9,328
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2010 Fund
|
Mutual
Fund
|
644,223 | |||||||
31,395
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2015 Fund
|
Mutual
Fund
|
1,845,465 | |||||||
163,171
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2020 Fund
|
Mutual
Fund
|
1,552,946 | |||||||
77,803
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2025 Fund
|
Mutual
Fund
|
2,123,073 | |||||||
187,551
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2030 Fund
|
Mutual
Fund
|
1,531,700 | |||||||
79,322
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2035 Fund
|
Mutual
Fund
|
1,448,961 | |||||||
124,695
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2040 Fund
|
Mutual
Fund
|
868,556 | |||||||
45,594
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2045 Fund
|
Mutual
Fund
|
799,450 | |||||||
66,510
shares
|
||||||||||
*
|
Vanguard
Target Retirement 2050 Fund
|
Mutual
Fund
|
299,255 | |||||||
15,660
shares
|
||||||||||
*
|
Participant
Loans
|
Loans
to participants
|
2,860,190 | |||||||
$ | 76,066,836 |
CLARCOR
401(k) Plan
|
|
By
|
/s/ Richard M. Wolfson
|
Richard
M. Wolfson
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Vice
President, General Counsel and Corporate Secretary
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CLARCOR
Inc.
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Date
June 30,
2010
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Exhibit
Index
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Description
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23
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Consent
of Independent Registered Public Accounting
Firm
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