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, 2004
[ ] 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) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CLARCOR Inc.
840 Crescent Centre Drive
Suite 600
Franklin, TN 37067
CLARCOR 401(k)
PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 2004
CLARCOR 401(k)
PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 2004
CLARCOR 401(k)
PLAN
CONTENTS
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
Notes to Financial Statements 6-9
SUPPLEMENTAL SCHEDULE
Schedule of Assets (Held at End of Year) 11
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.
2
[HORNE LLP LOGO]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Committee of the CLARCOR 401(k) Plan
We have audited the accompanying statement of net assets available for benefits
of the CLARCOR 401(k) Plan (the "Plan") as of December 31, 2004, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 2004. 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 audit.
We conducted our audit in accordance with the auditing 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
audit provides 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, 2004, and the changes in net assets available for benefits for the
year ended December 31, 2004, in conformity with U.S. generally accepted
accounting principles.
Our audit was made 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 as of December 31, 2004 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/ Horne LLP
Nashville, Tennessee
June 10, 2005
3
CLARCOR 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
================================================================================
December 31, 2004
--------------------------------------------------------------------------------
ASSETS
INVESTMENTS, at fair value
Common/collective trust $12,617,525
Mutual funds 38,392,295
CLARCOR Inc. common stock fund 4,556,032
Participant loans 1,759,350
--------------------------------------------------------------------------------
Total investments 57,325,202
--------------------------------------------------------------------------------
RECEIVABLES
Employer contributions 212,415
Participant contributions 361,474
--------------------------------------------------------------------------------
Total Receivables 573,889
--------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $57,899,091
================================================================================
See accompanying notes to financial statements.
4
CLARCOR 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
================================================================================
Year ended December 31, 2004
--------------------------------------------------------------------------------
ADDITIONS
Investment income
Interest income from common/collective trust $ 426,842
Dividend income from CLARCOR Inc. common stock fund 29,842
Interest income from participant loans 80,226
Dividend income from mutual funds 947,856
--------------------------------------------------------------------------------
Total interest and dividends 1,484,766
--------------------------------------------------------------------------------
Net appreciation in fair value of
Mutual funds 2,697,188
CLARCOR Inc. common stock fund 890,280
--------------------------------------------------------------------------------
Total net appreciation 3,587,468
--------------------------------------------------------------------------------
Total investment income 5,072,234
--------------------------------------------------------------------------------
Contributions
Employer 2,556,332
Participant 4,298,248
Rollover 99,512
--------------------------------------------------------------------------------
Total contributions 6,954,092
--------------------------------------------------------------------------------
Transfers in 50,399,956
Total additions 62,426,282
--------------------------------------------------------------------------------
DEDUCTIONS
Benefits paid to participants 4,522,011
Administrative fees 5,180
--------------------------------------------------------------------------------
TOTAL DEDUCTIONS 4,527,191
--------------------------------------------------------------------------------
NET INCREASE 57,899,091
NET ASSETS AVAILABLE FOR BENEFITS, at beginning of year --
--------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS, at end of year $57,899,091
================================================================================
See accompanying notes to financial statements.
5
CLARCOR 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
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 have three months of
service and are 21 or older, and who are not
continuing participation in the CLARCOR Inc. Pension
Plan effective January 1, 2004. 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 contribute amounts representing
distributions from other qualified defined benefit or
defined contribution plans. The Company contributes
100% of the first 3% and 50% of the next 2% of pretax
compensation 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) PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
VESTING As this is a safe harbor match plan, 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 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.
FORFEITED ACCOUNTS Forfeitures are used to reduce future Company
contributions. This Plan was established January 1,
2004, and no forfeitures were used to reduce 2004
Company contributions.
ADMINISTRATIVE
EXPENSES The Company pays substantially all of the Plan's
administrative expenses.
7
CLARCOR 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
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.
INVESTMENT VALUATION 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 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 value.
PAYMENT OF BENEFITS Benefits are recorded when paid.
8
3. SIGNIFICANT
INVESTMENTS The fair value of individual investments that
represent 5% or more of the Plan's net assets are as
follows:
December 31, 2004
-----------------------------------------------------
CLARCOR Inc. common stock fund $ 4,556,032
Vanguard 500 Index Fund 11,635,047
Vanguard U. S. Growth Fund 3,604,574
Vanguard Wellington Fund 7,199,072
Vanguard Windsor II Fund 3,694,258
Vanguard Retirement Savings Trust 12,617,525
-----------------------------------------------------
* Value not greater than 5% of net assets.
4. 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.
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.
5. TRANSFERS IN Transfers In are comprised of $46,227,506 from the
CLARCOR 401(k) Retirement Savings Plan, $4,273,722
conversion from the United EFP 401(k) Plan, and
reclassifications of ($101,272).
6. 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.
7. TAX STATUS On June 4, 2004, a request was filed with The
Internal Revenue Service to determine that the Plan
and related trust is designed in accordance with
applicable sections of the Internal Revenue Code
("IRC"). 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.
9
SUPPLEMENTAL SCHEDULE
CLARCOR 401(K) PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
================================================================================
EIN: 36-0922490
Plan Number: 010
Form 5500
--------------------------------------------------------------------------------
December 31, 2004
--------------------------------------------------------------------------------
(e)
CURRENT
VALUE AT
(b) (c) (d) DECEMBER 31,
(a) IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST 2004
-------------------------------------------------------------------------------------------------------------------------
* CLARCOR INC. COMMON STOCK FUND COMPANY COMMON STOCK (a) $ 4,556,032
* VANGUARD RETIREMENT SAVINGS TRUST COMMON/COLLECTIVE TRUST (a) 12,617,525
* VANGUARD PRIME MONEY MARKET FUND MUTUAL FUND (a) 1,411,744
* VANGUARD EXPLORER FUND MUTUAL FUND (a) 1,945,779
* VANGUARD WELLINGTON FUND MUTUAL FUND (a) 7,199,072
* VANGUARD INTERMEDIATE TERM INVESTMENT GRADE MUTUAL FUND (a) 1,999,389
* VANGUARD INTERMEDIATE TERM TREASURY FUND MUTUAL FUND (a) 2,598,633
* VANGUARD 500 INDEX FUND MUTUAL FUND (a) 11,635,047
* VANGUARD WINDSOR II FUND MUTUAL FUND (a) 3,694,258
* VANGUARD U.S. GROWTH FUND MUTUAL FUND (a) 3,604,574
* VANGUARD INTERNATIONAL GROWTH FUND MUTUAL FUND (a) 1,937,048
* VANGUARD SMALL CAP INDEX FUND MUTUAL FUND (a) 1,153,721
* VANGUARD MID CAP INDEX FUND MUTUAL FUND (a) 1,213,030
* PARTICIPANT LOANS LOANS TO PARTICIPANTS -- 1,759,350
------------
$ 57,325,202
============
* Represents party-in-interest
(a) The cost of participant-directed investments is not required to be
disclosed.
11
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) Plan
Dated: June 29, 2005 By: /s/ David J. Lindsay
David J. Lindsay
Chairman, CLARCOR Inc.
401(k) Plan Committee
as Plan Administrator
12
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.1 Consent of Independent Registered Public Accounting Firm