SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended: December 31, 2003
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from _____________ to ________________
Commission File Number: 1-11024
A. Full title of plan and address of the plan if different from that of
the issuer named below:
CLARCOR 401(k) Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CLARCOR Inc.
2323 Sixth Street
PO Box 7007
Rockford IL 61125
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
CONTENTS
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM 3
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 4
Statements of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6-10
SUPPLEMENTAL SCHEDULE
Schedule of Assets (Held at End of Year) 12
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) Retirement Savings Plan.
2
[BDO LOGO] BDO Seidman, LLP 233 N. Michigan Ave., Suite 2500
Accountants and Consultants Chicago, Illinois 60601
Telephone: (312) 856-9100
Fax: (312) 856-1379
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Committee of the CLARCOR 401(k) Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the CLARCOR 401(k) Retirement Savings Plan as of December 31, 2003 and 2002,
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 the standards of the Public Company
Accounting Oversight Board (United States). 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, 2003 and 2002, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) 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 is the responsibility of the Plan's management.
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/ BDO SEIDMAN, LLP
--------------------------
Chicago, Illinois
May 26, 2004
3
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003 2002
------------ ---- ----
ASSETS
INVESTMENTS, at fair market value
Common/collective trust $ 21,591,076 $ 21,501,946
Mutual funds 57,780,952 45,544,162
CLARCOR Inc. common stock fund 6,028,727 4,077,999
Participant loans 2,262,247 2,293,501
------------- ---------------
Total investments 87,663,002 73,417,608
------------- ---------------
NET ASSETS AVAILABLE FOR BENEFITS $ 87,663,002 $ 73,417,608
============= ===============
See accompanying notes to financial statements.
4
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Year ended December 31, 2003 2002
----------------------- ---- ----
ADDITIONS
Investment income
Interest income from common/collective trust $ 898,619 $ 1,028,064
Dividend income from CLARCOR Inc. common stock fund 46,751 43,798
Interest income from participant loans 174,482 222,487
Dividend income from mutual funds 1,210,441 1,180,454
--------------- ---------------
Total interest and dividends 2,330,293 2,474,803
--------------- ---------------
Net appreciation (depreciation) in fair value of
Mutual funds 9,470,241 (9,412,195)
CLARCOR Inc. common stock fund 1,555,290 623,837
--------------- ---------------
Total net appreciation (depreciation) 11,025,531 (8,788,358)
--------------- ---------------
Total investment income (loss) 13,355,824 (6,313,555)
--------------- ---------------
Contributions
Employer 1,431,327 1,364,857
Participant 5,284,039 5,209,500
Rollover 224,493 222,019
--------------- ---------------
Total contributions 6,939,859 6,796,376
--------------- ---------------
TOTAL ADDITIONS 20,295,683 482,821
--------------- ---------------
DEDUCTIONS
Benefits paid to participants 6,042,529 5,003,899
Administrative fees 7,760 7,420
--------------- ---------------
TOTAL DEDUCTIONS 6,050,289 5,011,319
--------------- ---------------
NET INCREASE (DECREASE) 14,245,394 (4,528,498)
NET ASSETS AVAILABLE FOR BENEFITS, at beginning of year 73,417,608 77,946,106
--------------- ---------------
NET ASSETS AVAILABLE FOR BENEFITS, at end of year $ 87,663,002 $ 73,417,608
=============== ===============
See accompanying notes to financial statements.
5
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN The following brief description of the CLARCOR
Inc. (the "Company") 401(k) Retirement Savings
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 covering
substantially all domestic employees of the
Company who have three months of service and are
21 or older. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of
1974 ("ERISA").
Each year, participants may contribute up to 50%
of pretax annual compensation, as defined in the
Plan, up to the Internal Revenue Code limitations.
Participants may also elect to make after-tax
contributions to the Plan up to 10% of the
participant's compensation, and may also
contribute amounts representing distributions from
other qualified defined benefit or defined
contribution plans. The Company contributes 50% of
the first 3% of pretax compensation that a
participant contributes to the Plan, with the
exception of certain employees, as defined in the
Plan, who receive Company contributions up to 40%
of the first 6% of pretax contributions that a
participant contributes to the Plan.
PARTICIPANT ACCOUNTS Each participant's account is credited with the
participant's contribution and allocations of the
Company's contributions and Plan earnings.
Allocations are based on participant account
balances, as defined. The only benefit to which a
participant is entitled is the benefit that can be
provided from the participant's vested account.
Participants direct the investment of their
contributions into various investment options
offered by the Plan. The Plan currently offers a
common/collective trust, Company common stock and
11 mutual funds as investment options for
participants.
6
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
VESTING Participants are immediately vested in their
contributions, plus actual earnings thereon.
Vesting in the Company's contribution portion of
their accounts is based on years of continuous
service. A participant is vested as follows:
Total years of service Vested Percentage
---------------------- -----------------
1 0%
2 0%
3 100%
PARTICIPANT LOANS Participants may borrow from their accounts a
minimum of $1,000 and participants 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 a principal residence, in which case the
payback period may not exceed 15 years. The loans
are secured 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.
7
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FORFEITED ACCOUNTS Forfeitures are used to reduce future Company
contributions. Approximately $ 76,962 and $123,660
was used to reduce Company contributions during
2003 and 2002, respectively.
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 method of accounting.
USE OF ESTIMATES The preparation of financial statements in
conformity with generally accepted accounting
principles 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.
8
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
INVESTMENT VALUATION The Plan's investments are stated at fair market
value. Quoted market prices are used to value
investments. Shares of mutual funds and shares of
the common/collective trust are valued at the net
asset value of shares or units held by the Plan at
year end. The Company common stock fund is valued
at the year end unit closing price, based on the
quoted market price of the Company common stock
plus uninvested cash. Participant loans are valued
at cost which approximates fair market value.
PAYMENT OF BENEFITS Benefits are recorded when paid.
3. SIGNIFICANT INVESTMENTS The fair market value of individual investments
that represent 5% or more of the Plan's net assets
are as follows:
December 31, 2003 2002
------------ ---- ----
CLARCOR Inc. common stock fund $ 6,028,727 $ 4,077,999
Vanguard 500 Index Fund 20,362,495 15,453,480
Vanguard U. S. Growth Fund 4,689,615 *
Vanguard Intermediate Term
Corporate Fund * 4,104,755
Vanguard Wellington Fund 13,394,381 10,850,852
Vanguard Windsor II Fund 4,741,372 *
Vanguard Retirement Savings Trust 21,591,076 21,501,946
--------------------
* Value not greater than 5% of net assets.
4. RELATED-PARTY The Plan invests in shares of mutual funds managed
TRANSACTIONS by an affiliate of Vanguard Fiduciary Trust
Company. Vanguard Fiduciary Trust Company acts as
trustee for only those investments as defined by
the Plan. Transactions in such investments qualify
as party-in-interest transactions which are exempt
from the prohibited transaction rules.
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
party-in-interest.
9
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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. In the event of Plan termination,
participants will become 100% vested in their
employer contributions.
6. TAX STATUS The Internal Revenue Service has determined and
informed the Company by a letter dated April 8,
2002 that the Plan and related trust is designed
in accordance with applicable sections of the
Internal Revenue Code ("IRC"). Although the Plan
has been amended since receiving the determination
letter, the Plan Administrator and the Plan's tax
counsel believe that the Plan is designed and is
currently being operated in compliance with the
applicable requirements of the IRC.
7. UBSEQUENT EVENT Effective January 1, 2004, the Company restated
and amended the Plan. Significant changes included
an amendment to cover only those eligible
employees who elected to continue participation in
the CLARCOR Inc. Pension Plan. All other eligible
employees may participate in the CLARCOR 401(k)
Plan, a "safe harbor" tax-qualified 401(k) plan.
10
SUPPLEMENTAL SCHEDULE
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
STATEMENTS OF ASSETS (HELD AT END OF YEAR)
================================================================================
EIN: 36-0922490
Plan Number: 009
Form 5500
December 31, 2003
(e)
CURRENT
VALUE AT
(b) (c) (d) DECEMBER 31,
(a) IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST 2003
--- ------------------ ------------------------- ---- ------------
* CLARCOR INC. COMMON STOCK FUND COMPANY COMMON STOCK (a) $ 6,028,727
* VANGUARD RETIREMENT SAVINGS TRUST COMMON/COLLECTIVE TRUST (a) 21,591,076
* VANGUARD PRIME MONEY MARKET FUND MUTUAL FUND (a) 1,277,763
* VANGUARD EXPLORER FUND MUTUAL FUND (a) 2,382,456
* VANGUARD WELLINGTON FUND MUTUAL FUND (a) 13,394,381
* VANGUARD INTERMEDIATE TERM CORPORATE FUND MUTUAL FUND (a) 4,096,805
* VANGUARD INTERMEDIATE TERM TREASURY FUND MUTUAL FUND (a) 2,883,782
* VANGUARD 500 INDEX FUND MUTUAL FUND (a) 20,362,495
* VANGUARD WINDSOR II FUND MUTUAL FUND (a) 4,741,372
* VANGUARD U.S. GROWTH FUND MUTUAL FUND (a) 4,689,615
* VANGUARD INTERNATIONAL GROWTH FUND MUTUAL FUND (a) 1,988,277
* VANGUARD SMALL CAP INDEX FUND MUTUAL FUND (a) 797,662
* VANGUARD MID CAP INDEX FUND MUTUAL FUND (a) 1,166,344
* PARTICIPANT LOANS LOANS TO PARTICIPANTS - 2,262,247
------------
$ 87,663,002
============
*Represents party-in-interest
(a) The cost of participant-directed investments is not required to be
disclosed.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
CLARCOR 401(k) Retirement Savings Plan
Dated: June 25, 2004 By: /s/ David J. Lindsay
David J. Lindsay
Chairman, CLARCOR Inc.
401(k) Plan Committee
as Plan Administrator
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.1 Consent of Independent Registered Public Accounting Firm