SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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(MARK ONE)
X Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2001.
__ Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______.
THE STANDARD REGISTER COMPANY
EMPLOYEE SAVINGS PLAN
(Full title of the plan)
THE STANDARD REGISTER COMPANY
(Name of issuer of the securities held pursuant to the plan)
600 Albany Street, Dayton, Ohio 45408
(Address of principal executive office)
THE STANDARD REGISTER
EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2001
THE STANDARD REGISTER
EMPLOYEE SAVINGS PLAN
INDEX
DECEMBER 31, 2001
Page No.
Independent Auditors Report
1
Statement of Net Assets Available for Benefits
2
Statement of Changes in Net Assets Available for Benefits
3
Notes to the Financial Statements
4-6
Independent Auditors Report on Supplemental Information
7
Supplemental Schedules
Schedule of Assets Held for Investment Purposes
8-9
INDEPENDENT AUDITORS REPORT
The Standard Register Employee Savings Plan
Dayton, Ohio
We have audited the accompanying statement of net assets available for benefits of the Standard Register Employee Savings Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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, 2001 and 2000, 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.
June 13, 2002
Dayton, Ohio
THE STANDARD REGISTER EMPLOYEE SAVINGS PLAN | |||
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS | |||
December 31 | |||
| 2001 | 2000 | |
ASSETS | |||
Participant directed investments, at fair value | |||
T. Rowe Price Associates, Inc. mutual funds | 188,615,255 | 204,424,403 | |
Standard Register Company common stock | 3,116,189 | 1,201,437 | |
Participant loans | 3,955,073 | 4,581,016 | |
195,686,517 | 210,206,856 | ||
Cash | 88 | - | |
Total assets | 195,686,605 | 210,206,856 | |
LIABILITIES | |||
Excess contributions payable | 280,053 | 758,244 | |
NET ASSETS AVAILABLE FOR BENEFITS | 195,406,552 | 209,448,612 | |
The accompanying notes are an integral part of the financial statements. |
THE STANDARD REGISTER EMPLOYEE SAVINGS PLAN |
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS | |||
Year Ended December 31 | |||
2001 | 2000 | ||
ADDITIONS | |||
Interest and dividends | 7,136,676 | 13,277,984 | |
Contributions | |||
Participant | 17,093,960 | 20,677,984 | |
Employer | 2,627,722 | 2,925,071 | |
19,721,682 | 23,603,055 | ||
Miscellaneous | 10,775 | - | |
Total additions | 26,869,133 | 36,881,039 | |
DEDUCTIONS | |||
Net depreciation in fair value of investments | 11,146,845 | 14,837,207 | |
Benefits paid directly to participants | 29,746,398 | 20,653,356 | |
Administrative fees | 17,950 | 22,650 | |
Miscellaneous | - | 129,026 | |
Total deductions | 40,911,193 | 35,642,239 | |
Net (decrease) increase | (14,042,060) | 1,238,800 | |
NET ASSETS AVAILABLE FOR BENEFITS | |||
Beginning of year | 209,448,612 | 208,209,812 | |
End of year | 195,406,552 | 209,448,612 | |
The accompanying notes are an integral part of the financial statements. |
THE STANDARD REGISTER EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
NOTE 1 - DESCRIPTION OF PLAN
The following description of The Standard Register Employee Savings Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan established to provide participating employees of The Standard Register Company (Company or employer) with the opportunity to plan a savings program for long-term financial security.
All full-time employees are eligible to participate in the Plan. Contributions to the Plan are made by both employer and participant within limitations stipulated in section 401(k) of the Internal Revenue Code.
Participant Contributions
Participants may elect to contribute between 1% and 21% of their eligible annual compensation.
Employer Contributions
The Plan allows for an employer match of 50% (up to 6% of pay) of each dollar contributed by participants who elected the Pension Equity Plan formula for benefits under the Stanreco Retirement Plan. For participants who elected to be covered by the Stanreco Retirement Plans Traditional Formula or are active members of the Standard Register Company Local 768 IUE, AFL/CIO Pension Plan, the employer contribution is 10% (up to 6% of pay) of each dollar contributed by the participant. The employer makes matching contributions at the end of each pay period.
Vesting
Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the employer contribution portion of their accounts plus earnings thereon is based on years of continuous service. A participant has no vested interest for the first five years of credited service. After five years, a participant is 100 percent vested.
If a participant terminates or retires, the participants non-vested portion of the employer match is used to reduce future employer contributions. However, if a participants employment is involuntarily terminated between December 1, 2000 and December 31, 2001 as a result of the corporate restructuring program, they shall become 100 percent vested in their respective Matching Contribution Account when employment is terminated.
Distributions
All distributions under the Plan are paid in lump sum or periodic installments. Installments (quarterly, semi-annually, or annually) may not exceed 15 years and are not allowed if the installment payment will be for an amount less than $100 per month.
NOTE 1 - DESCRIPTION OF PLAN (CONTINUED)
Distributions (Continued)
Distributions are not permitted while participants are employed by the Company, except for Hardship as defined by the IRS, when employees reach age 59½ or become disabled, and distributions of after-tax contributions and rollovers. Participants who have terminated or retired may elect an immediate distribution or may defer this distribution up to age 70½ if the fund balance is at least $5,000.
Participant Loans
An active participant may obtain a loan by direct application with the trustee. A loan may be up to $50,000 or 40% of the participants nonforfeitable individual account balance, whichever is lower. The minimum loan amount shall be $1,000. If the loan is to be used to acquire the participants principal residence, then the minimum loan amount is $10,000. The maximum loan term is four years, nine months for regular loans and 15 years for principal residence loans. The minimum term for all loans is one year.
Non-discrimination Tests
There is a limit placed on the percent of compensation deferred by those participants found in the highest paid one-third of all eligible employees. The Company compares the deferral percentages against several tests as prescribed by law. If the tests are not met, the Company reduces the contribution percentage of the group comprising the highest paid one-third of all participants until the tests are met. If, at the end of the year, the tests are still not met, the Company reclassifies the amount of salary deferral made by the participants in this top one-third group. The Company then moves the necessary amount of pre-taxed money out of the salary deferral account, subjects this amount to taxability and refunds any excess to the participant. Excess contributions at December 31, 2001 and 2000 amounted to $280,053 and $758,244, respectively.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual method of accounting.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain amounts and disclosures reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
Plan Trustee
Investments are held by T. Rowe Price Trust Company, the Plans trustee.
Administrative Expenses
Substantially all administrative expenses are paid by the Company.
NOTE 3 - INVESTMENTS
The T. Rowe Price Associates, Inc. mutual funds and Standard Register Company common stock are stated at fair value by the market values of the underlying securities. Participant loans are stated at cost, which approximates fair value.
During 2001 and 2000, the Plans investments (including investments bought, sold and held during the year) appreciated (depreciated) in value by a net $11,146,845 and $14,837,207, respectively, as follows:
2001 | 2000 | ||
T. Rowe Price Associates, Inc. mutual funds | $ (11,635,067) | $ (14,686,177) | |
Standard Register Company common stock | 488,222 | (151,030) | |
Total | $ (11,146,845) | $ (14,837,207) |
NOTE 4 - PLAN TERMINATION
The Company expects to continue the Plan indefinitely, but continuance is not assumed as a contractual obligation and the Company reserves the right at any time by action of its Board of Directors to terminate the Plan. The allocation and distribution of contributions would be in accordance with the approved Plan agreement.
NOTE 5 - INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section 401(b) of the Internal Revenue Code and therefore, is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the Internal Revenue Code to maintain its qualification. The Plans sponsor is not aware of any action or event that has occurred that might affect the Plans qualified status.
The Plan obtained its latest determination letter on August 17, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plans tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plans financial statements.
NOTE 6 - CONCENTRATIONS OF INVESTMENT RISK
Financial instruments that potentially subject the Plan to significant concentrations of risk consist primarily of mutual funds and common stock. These investments are subject to the normal risks associated with financial markets.
The following presents investments that represent 5 percent or more of the Plans net assets at December 31.
2001 | 2000 | ||
T. Rowe Price Associates, Inc. Mutual Funds | |||
Stable Value Common Trust Fund | $ 61,034,068 | $ 63,968,957 | |
New Horizons Fund | 43,364,753 | 47,799,642 | |
Equity Index Fund | 34,365,304 | 43,377,726 | |
Balanced Fund | 20,155,795 | 23,327,605 | |
Mid Cap Growth Fund | 14,244,263 | 14,846,762 |
NOTE 7 - REPORTABLE TRANSACTIONS
There were no reportable transactions for the years ended December 31, 2001 and 2000.
INDEPENDENT AUDITORS REPORT
ON SUPPLEMENTAL INFORMATION
The Standard Register Employee Savings Plan
Dayton, Ohio
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plans management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
June 13, 2002
Dayton, Ohio
THE STANDARD REGISTER EMPLOYEE SAVINGS PLAN | ||||||||
EMPLOYER IDENTIFICATION NUMBER 31-0455440 |
PLAN NUMBER 015 |
SCHEDULE H, PART IV, 4i | ||||||||
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES | ||||||||
DECEMBER 31, 2001 | ||||||||
( c ) | (e) | |||||||
(b) | Description of | (d) | Fair | |||||
(a) | Identity of Issue | Investment | Cost | Value | ||||
T. ROWE PRICE ASSOCIATES, INC. | ||||||||
MUTUAL FUNDS | ||||||||
* | Stable Value Common Trust Fund | 61,034,068 shares | 61,034,068 | 61,034,068 | ||||
* | New Horizons Fund | 1,916,251 shares | 45,121,195 | 43,364,753 | ||||
* | Equity Index Fund | 1,114309 shares | 38,893,910 | 34,365,304 | ||||
* | Balanced Fund | 1,152,418 shares | 21,809,069 | 20,155,795 | ||||
* | International Stock Fund | 478,782 shares | 6,692,463 | 5,261,814 | ||||
* | Spectrum Income Fund | 219,690 shares | 2,367,587 | 2,328,716 | ||||
* | Mid Cap Growth Fund | 361,530 shares | 14,208,510 | 14,244,263 | ||||
* | Small Cap Value Fund | 224,262 shares | 4,645,032 | 5,081,778 | ||||
* | Equity Income Fund | 117,495 shares | 2,849,566 | 2,778,764 | ||||
Total T. Rowe Price Associates, Inc. mutual funds | 197,621,400 | 188,615,255 | ||||||
COMMON STOCK | ||||||||
* | Standard Register Company | 168,170 shares | 2,728,231 | 3,116,189 | ||||
Rates ranging | ||||||||
PARTICIPANT LOANS | from 7.0% | 3,955,073 | 3,955,073 | |||||
to 10.5% | ||||||||
Total Investments | 204,304,704 ========== | 195,686,517 =========== | ||||||
An (*) in column (a) identifies a person to be a party-in-interest to the plan. |
THE STANDARD REGISTER EMPLOYEE SAVINGS PLAN | ||||||||
EMPLOYER IDENTIFICATION NUMBER 31-0455440 | ||||||||
PLAN NUMBER 015 | ||||||||
SCHEDULE H, PART IV, 4i | ||||||||
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES | ||||||||
DECEMBER 31, 2000 | ||||||||
( c ) | (e) | |||||||
(b) | Description of | (d) | Fair | |||||
(a) | Identity of Issue | Investment | Cost | Value | ||||
T. ROWE PRICE ASSOCIATES, INC. | ||||||||
MUTUAL FUNDS | ||||||||
* | Stable Value Common Trust Fund | 63,968,957 shares | 63,968,957 | 63,968,957 | ||||
* | New Horizons Fund | 2,000,822 shares | 54,976,254 | 47,799,642 | ||||
* | Equity Index Fund | 1,221,908 shares | 47,995,448 | 43,377,726 | ||||
* | Balanced Fund | 1,216,881 shares | 23,924,725 | 23,327,605 | ||||
* | International Stock Fund | 501,068 shares | 9,194,875 | 7,275,512 | ||||
* | Spectrum Income Fund | 131,657 shares | 1,402,371 | 1,417,948 | ||||
* | Mid Cap Growth Fund | 373,128 shares | 15,203,852 | 14,846,762 | ||||
* | Small Cap Value Fund | 89,184 shares | 1,714,419 | 1,706,987 | ||||
* | Equity Income Fund | 28,507 shares | 690,149 | 703,264 | ||||
Total T. Rowe Price Associates, Inc. mutual funds | 219,071,050 | 204,424,403 | ||||||
COMMON STOCK | ||||||||
* | Standard Register Company | 84,311 shares | 1,289,966 | 1,201,437 | ||||
Rates ranging | ||||||||
PARTICIPANT LOANS | from 7.0% to | 4,581,016 | 4,581,016 | |||||
to 9.5% | ||||||||
Total Investments | 224,942,032 ========== | 210,206,856 ========== | ||||||
An (*) in column (a) identifies a person to be a party-in-interest to the plan. |