|
x
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Annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
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o
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Transition
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
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A.
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Full
title of plan and address of the plan, if different from that of the
issuer named below:
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B.
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Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive
office:
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CLARCOR
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401(k) Plan
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Note:
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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.
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December
31,
|
2008
|
2007
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||||||
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Assets
|
||||||||
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Investments, at fair
value
|
||||||||
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Common/collective
trust
|
$ | 12,187,043 | $ | 11,247,628 | ||||
|
Mutual funds
|
44,548,487 | 55,945,494 | ||||||
|
CLARCOR Inc. Common Stock
Fund
|
4,192,879 | 6,701,864 | ||||||
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Participant loans
|
2,591,716 | 2,640,490 | ||||||
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Total
investments
|
63,520,125 | 76,535,476 | ||||||
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Receivables
|
||||||||
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Employer
contributions
|
- | 89,526 | ||||||
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Participant
contributions
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- | 169,201 | ||||||
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Total
receivables
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- | 258,727 | ||||||
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Net
Assets Available for Benefits
|
$ | 63,520,125 | $ | 76,794,203 | ||||
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Year
ended December 31,
|
2008
|
2007
|
||||||
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Additions
|
||||||||
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Investment
income
|
||||||||
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Interest
income from common/collective trust
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$ | 482,946 | $ | 501,453 | ||||
|
Dividend income from CLARCOR Inc.
Common Stock Fund
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37,734 | 40,705 | ||||||
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Interest income from participant
loans
|
241,661 | 211,279 | ||||||
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Dividend income from mutual
funds
|
1,686,165 | 2,780,735 | ||||||
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Total
interest and dividends
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2,448,506 | 3,534,172 | ||||||
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Net
appreciation (depreciation) in fair value of
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||||||||
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Mutual
funds
|
(17,526,264 | ) | 365,428 | |||||
|
CLARCOR
Inc. Common Stock Fund
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(619,103 | ) | 689,787 | |||||
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Total
net appreciation (depreciation)
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(18,145,367 | ) | 1,055,215 | |||||
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Net
gain (loss) on sale of investments of
|
||||||||
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CLARCOR
Inc. Common Stock Fund
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25,345 | 59,548 | ||||||
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Mutual
funds
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(1,280,302 | ) | 280,838 | |||||
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Total
net gain (loss) on sale of investments
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(1,254,957 | ) | 340,386 | |||||
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Total
investment income (loss)
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(16,951,818 | ) | 4,929,773 | |||||
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Contributions
|
||||||||
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Employer
|
3,537,312 | 2,832,522 | ||||||
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Participant
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5,955,207 | 4,993,022 | ||||||
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Rollover
|
516,073 | 569,829 | ||||||
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Other additions
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1,592 | 3,053 | ||||||
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Total
contributions
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10,010,184 | 8,398,426 | ||||||
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Total
additions (losses)
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(6,941,634 | ) | 13,328,199 | |||||
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Year
ended December 31,
|
2008
|
2007
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||||||
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Deductions
|
||||||||
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Benefits paid to
participants
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$ | 6,313,772 | $ | 6,309,651 | ||||
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Administrative
fees
|
18,463 | 14,452 | ||||||
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Other
deductions
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209 | 1,363 | ||||||
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Total
deductions
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6,332,444 | 6,325,466 | ||||||
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Net
Increase (Decrease)
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(13,274,078 | ) | 7,002,733 | |||||
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Net Assets Available for
Benefits, at beginning of year
|
76,794,203 | 69,791,470 | ||||||
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Net Assets Available for
Benefits, at end of year
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$ | 63,520,125 | $ | 76,794,203 | ||||
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1.
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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.
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General
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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, new employees are
automatically enrolled at 3% pre-tax following a 60 day opt-out
period. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
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Contributions
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Each
year, upon date of hire, participants may contribute up to 50% of annual
compensation on a combined pre-tax and/or after-tax (Roth) basis, as
defined in the Plan, subject to applicable Internal Revenue Code
limitations. Participants may also rollover amounts
representing distributions from other qualified defined benefit or defined
contribution plans. The Company matches 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 has three months of
service.
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Participant
Accounts
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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. 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 and
22 mutual funds as investment options for participants.
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Vesting
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As
this is a safe harbor match plan, participants are immediately vested in
their contributions and the Company's match, plus actual earnings
thereon.
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Participant
Loans
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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.
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Payment
of Benefits
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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.
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|
|
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.
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||
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Forfeited
Accounts
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Forfeitures
are used to reduce future Company contributions. Approximately
$194 and $174 were used to reduce Company contributions during 2008 and
2007, respectively.
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Administrative
Expenses
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The
Company pays substantially all of the Plan's administrative
expenses.
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2.
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Summary
of
Significant
Accounting
Policies
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Basis
of Accounting
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The
financial statements of the Plan are prepared under the accrual method of
accounting.
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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.
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Risks
and
Uncertainties
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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.
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Investment
Valuation
and
Income
Recognition
|
The
Plan's investments are stated at fair 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
CLARCOR Inc. 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 value.
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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 includes the Plan's gains and losses on
investments bought and sold as well as held during the
year.
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||
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Payment
of Benefits
|
Benefits
are recorded when paid.
|
|
3.
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Significant
Investments
|
The
fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
|
|
December
31,
|
2008
|
2007
|
|||||||
|
CLARCOR
Inc. Common Stock Fund
|
$ | 4,192,879 | $ | 6,701,864 | |||||
|
Vanguard
Intermediate Term Treasury Fund
|
4,515,330 | N/A | |||||||
|
Vanguard
500 Index Fund
|
9,463,142 | 14,848,187 | |||||||
|
Vanguard
U. S. Growth Fund
|
N/A | 4,047,364 | |||||||
|
Vanguard
Wellington Fund
|
6,847,133 | 9,246,732 | |||||||
|
Vanguard
Windsor II Fund
|
3,412,837 | 5,361,663 | |||||||
|
Vanguard
Retirement Savings Trust
|
12,187,043 | 11,247,628 | |||||||
|
Vanguard
International Growth Fund
|
N/A | 4,624,563 | |||||||
|
Vanguard
Prime Money Market Fund
|
3,351,569 | N/A | |||||||
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4.
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Related-Party
Transactions
|
The
Plan invests in shares of mutual funds managed 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. Fees paid by participants of the Plan for
annual loan and redemption fees amounted to $18,463 and $14,452 for the
years ended December 31, 2008 and 2007, respectively.
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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 party-in-interest which
are exempt from the prohibited transaction rules.
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||
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5.
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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.
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6.
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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 Internal Revenue
Code ("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.
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7.
|
Fair
Value Measurements
|
FASB
Statement No. 157, Fair
Value Measurement, 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 Statement No. 157 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.
|
||
|
An
asset’s 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 Plan assets
measured at fair value. There have been no changes in the
methodologies used at December 31, 2008 and 2007.
CLARCOR Inc. Common
Stock: Valued at the closing price reported on the
active market on which the individual securities are traded.
Mutual funds and
common/collective trust: Valued at the net asset value
("NAV") of shares held by the Plan at year-end.
Participant
loans: 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,
2008:
|
|||
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||
|
Common/collective
trust
|
$ | 12,187,043 | $ | - | $ | - | |||||||
|
Mutual
funds
|
44,548,487 | - | - | ||||||||||
|
CLARCOR
Inc. Common Stock
|
4,192,879 | - | - | ||||||||||
|
Participant
loans
|
- | - | 2,591,716 | ||||||||||
|
Total
assets at fair value
|
$ | 60,928,409 | $ | - | $ | 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,
2008
|
|
Participant
|
|||||
|
Loans
|
|||||
|
Balance,
beginning of year
|
$ | 2,640,490 | |||
|
Realized
gains/(losses)
|
- | ||||
|
Unrealized
gains/(losses) relating to
|
|||||
|
Instruments
still held at reporting date
|
- | ||||
|
Purchases,
sales issuances and settlements, net
|
(48,774 | ) | |||
|
Balance,
end of year
|
$ | 2,591,716 | |||
|
8.
|
Subsequent
Events
(unaudited)
|
Effective
July 1, 2008, further contributions to the CLARCOR Inc. Common Stock Fund
were frozen. The CLARCOR Inc. Common Stock Fund will close, and assets
therein liquidated, by December 31, 2009. Plan participants
have until such date to redirect their assets from this fund into other
investment options. In the absence of such designation, the
assets will be liquidated and reinvested in the target retirement fund
associated with their age group.
|
|
|
|
Effective
April 3, 2009, the Company's matching contribution changed from a
guaranteed to a discretionary match and the Company ceased making matches
on a per pay period basis. Any matches corresponding to periods
after April 3, 2009 would be made following the external audit of the
Company’s 2009 financial statements (expected to occur in January
2010).
|
|
December
31,
|
2008
|
|||||
|
(a)
|
(b)
Identity
of Issuer
|
(c)
Description
of Investment
|
(d)
Cost
|
(e)
Shares/Units
|
(f)
Current
Value
|
|
|
*
|
CLARCOR
Inc. Common Stock Fund
|
Company
Common Stock
|
126,368
|
$
|
4,192,879
|
|
|
*
|
Vanguard
Retirement Savings Trust
|
Common/Collective
Trust
|
12,187,043
|
12,187,043
|
||
|
*
|
Vanguard
Prime Money Market Fund
|
Mutual
Fund
|
3,351,569
|
3,351,569
|
||
|
*
|
Vanguard
Explorer Fund
|
Mutual
Fund
|
38,490
|
1,621,576
|
||
|
*
|
Vanguard
Wellington Fund
|
Mutual
Fund
|
280,276
|
6,847,133
|
||
|
*
|
Vanguard
Intermediate Term Investment Grade Fund
|
Mutual
Fund
|
289,132
|
2,500,993
|
||
|
*
|
Vanguard
Intermediate Term Treasury Fund
|
Mutual
Fund
|
373,168
|
4,515,330
|
||
|
*
|
Vanguard
500 Index Fund
|
Mutual
Fund
|
113,890
|
9,463,142
|
||
|
*
|
Vanguard
Windsor II Fund
|
Mutual
Fund
|
178,589
|
3,412,837
|
||
|
*
|
Vanguard
U.S. Growth Fund
|
Mutual
Fund
|
201,707
|
2,472,927
|
||
|
*
|
Vanguard
International Growth Fund
|
Mutual
Fund
|
224,793
|
2,742,477
|
||
|
*
|
Vanguard
Small Cap Index Fund
|
Mutual
Fund
|
67,369
|
1,374,326
|
||
|
*
|
Vanguard
Mid Cap Index Fund
|
Mutual
Fund
|
162,201
|
1,913,971
|
||
|
*
|
Vanguard
Target Retirement Income Fund
|
Mutual
Fund
|
9,253
|
88,087
|
||
|
*
|
Vanguard
Target Retirement 2005 Fund
|
Mutual
Fund
|
13,972
|
135,387
|
||
|
*
|
Vanguard
Target Retirement 2010 Fund
|
Mutual
Fund
|
14,627
|
257,582
|
||
|
*
|
Vanguard
Target Retirement 2015 Fund
|
Mutual
Fund
|
78,149
|
746,324
|
||
|
*
|
Vanguard
Target Retirement 2020 Fund
|
Mutual
Fund
|
20,079
|
332,707
|
||
|
December
31,
|
2008
|
|||||
|
(a)
|
(b)
Identity
of Issuer
|
(c)
Description
of Investment
|
(d)
Cost
|
(e)
Shares/Units
|
(f)
Current
Value
|
|
|
*
|
Vanguard
Target Retirement 2025 Fund
|
Mutual
Fund
|
92,390
|
$
|
856,454
|
|
|
*
|
Vanguard
Target Retirement 2030 Fund
|
Mutual
Fund
|
29,992
|
466,077
|
||
|
*
|
Vanguard
Target Retirement 2035 Fund
|
Mutual
Fund
|
67,534
|
624,692
|
||
|
*
|
Vanguard
Target Retirement 2040 Fund
|
Mutual
Fund
|
17,894
|
270,737
|
||
|
*
|
Vanguard
Target Retirement 2045 Fund
|
Mutual
Fund
|
44,279
|
423,746
|
||
|
*
|
Vanguard
Target Retirement 2050 Fund
|
Mutual
Fund
|
8,591
|
130,413
|
||
|
*
|
Participant
Loans
|
Loans
to participants
|
2,591,716
|
|||
| $ | 63,520,125 | |||||