SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2000. Commission file number 1-8014.
MOORE CORPORATION LIMITED
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(Exact name of registrant as specified in its charter)
Ontario, Canada 98-0154502
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 3501, 40 King Street West, Toronto, Ontario, Canada M5H 3Y2
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (416) 364-2600
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
Common Shares New York Stock Exchange, Inc.
Without Par Value
The common shares without par value of Moore Corporation Limited are also listed
on The Toronto Stock Exchange in Canada.
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference, in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting common shares without par value held by
non-affiliates of the registrant as computed by reference to the closing price
on the New York Stock Exchange on February 5, 2001 was $421,939,604.
The number of common shares without par value outstanding as of February 5, 2001
was 88,456,940.
MOORE CORPORATION LIMITED
FORM 10-K
DOCUMENTS INCORPORATED BY REFERENCE
Document Part of Form 10-K
- -------------------------------------------------------------------------------------------------------------------------
1. Annual Report to Shareholders for the year ended Parts I, II and
December 31, 2000. With the exception of those IV
portions which are incorporated by reference into
this Form 10-K, the Annual Report is not deemed to
be filed.
2. Management Information Circular and Proxy Statement dated Part III
March 7, 2001 for the Annual and Special Meeting of Shareholders to
be held on April 12, 2001.
CAUTIONARY STATEMENT
This Annual Report on Form 10-K, contains statements relating to the
future results of the Corporation (including certain anticipated,
planned, forecasted, expected, targeted and estimated results and certain
matters discussed in Part I, Item I - Business and in Part II, Item 7 -
Management's Discussion and Analysis of Results of Operations and
Financial Condition) that are "forward-looking statements" as defined in
the U.S. Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on these forward-looking statements
and any such forward-looking statements are qualified in their entirety
by reference to the following cautionary statements. All forward-looking
statements speak only as of the date hereof and are based on current
expectations and involve a number of assumptions, risks and uncertainties
that could cause the actual results to differ materially from such
forward-looking statements. Factors that could cause such material
differences include, without limitation, the following: the successful
completion of the restructuring program announced in 1998 within the
timeframe anticipated to execute the respective restructuring actions and
achieving the associated benefits, the successful implementation of the
Enterprise Resource Planning system within anticipated time frames and
achieving associated benefits, the effects of paper price fluctuations,
successful execution of key strategies (including the digital and
Internet strategies), maintenance of growth rates in Customer
Communication Services businesses, the impact of currency fluctuations in
the countries in which the Corporation operates, general economic and
other factors beyond the Corporation's control, and other assumptions,
risks and uncertainties described in this Annual Report on Form 10-K and
from time to time in the Corporation's periodic filings with Securities
Regulators.
2
MOORE CORPORATION LIMITED
FORM 10-K - 2000
TABLE OF CONTENTS
DESCRIPTION PAGE
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PART I Item 1 Business 4
2 Properties 11
3 Legal Proceedings 12
4 Submission of Matters to a Vote of 12
Security Holders
PART II Item 5 Market for Registrant's Common Stock 12
and Related Stockholder Matters
6 Selected Financial Data 12
7 Management's Discussion and Analysis of 12
Results of Operations and Financial
Condition
7A Quantitative and Qualitative Disclosures 13
About Market Risk
8 Financial Statements and Supplementary 13
Data
9 Changes in and Disagreements with 13
Accountants on Accounting and Financial
Disclosure
PART III Item 10 Directors and Executive Officers of the 13
Registrant
11 Executive Compensation 15
12 Security Ownership of Management 16
13 Certain Relationships and Related 16
Transactions
PART IV Item 14 Exhibits, Financial Statement Schedules 17
and Reports on Form 8-K
SIGNATURES 18
NOTE: Unless otherwise indicated by the designation "Canadian" or "Cdn.", all
dollar amounts in this Form are expressed in United States currency.
3
MOORE CORPORATION LIMITED
FORM 10-K - 2000
PART I
ITEM 1 BUSINESS
a) GENERAL DEVELOPMENT OF BUSINESS
Moore Corporation Limited, a corporation incorporated under the laws of
Ontario, Canada, together with its subsidiaries, referred to herein as
Moore or the Corporation, was established in 1882. At December 31, 2000,
Moore had approximately 16,200 employees worldwide.
Moore is a leading international provider of products and services that
help companies communicate through print and digital technologies. As a
leading supplier of document formatted information, print outsourcing and
data based marketing, Moore designs, manufactures and delivers business
communication products, services and solutions to customers.
Moore operates in two distinct, but complementary market segments: (1)
Forms, Print Management and Related Products which includes Labels and
Label Systems and (2) Customer Communication Services ("CCS"), which
includes personalized direct mail, statement printing and database
management. Moore operates on a decentralized strategic business unit
basis within each geographical segment. In order to better serve customer
needs for sales and marketing, Moore also specializes by industry segment
and process application. As of December 31, 2000, the Corporation
operated in the following operating segments: (1) Moore North America,
(2) CCS United States, (3) Europe and (4) Latin America. As a result of
the 1998 divestment of the Australasian business and the commencement of
the liquidation process of the China joint ventures, the Asia Pacific
operating segment, which existed in 1998, no longer exists in 1999. For
the year ended December 31, 2000, Moore derived approximately 84% of its
revenues from North America.
Moore is committed to growth. For 2000, research and development
expenditures totaled $21 million, compared to $23 million in 1999 and $27
million in 1998. In the business document arena, development expenditures
were focused on continuing to improve our market-leading pressure
seal-mailers and growing our print-on-demand offerings. For the high
speed digital printing business, a number of new, higher print quality
offerings were introduced that improved the product appearance and
supported new personalized products. For Internet-based applications, the
Corporation focused on development of seamless fulfillment for digital
print and communication products, as well as systems that provide
flexible, cost efficient management of forms and documents that are
easily accessible to end users. While re-affirming its commitment to
future research efforts that will benefit customers the Corporation
announced, in January 2001, the closure of its stand alone research and
development facility and the re-channeling of all of its future research
efforts through its various business units. By focusing research, and
integrating its research activities into the core businesses, we are
moving our R&D activities closer to the customer.
4
RESTRUCTURING CHARGES
In the third quarter of 1998, the Board of Directors approved a
restructuring program as part of the Corporation's continuing initiative
to enhance Moore's competitive position in its Forms business and to
strengthen its long-term prospects for profitable growth. Accordingly, a
pre-tax restructuring charge of $630 million was recorded in the third
quarter of 1998. During the fourth quarters of 1998, 1999 and 2000, the
restructuring provision was reduced by $15 million, $68 million and $29
million respectively. Included in the net charge were costs related to
the following actions and activities:
ORGANIZATIONAL INTEGRATION ($111 MILLION). This action covers the
integration of the sales and marketing, and logistics and manufacturing
operations in North America. Included in the restructuring charge are
costs associated with upgrading administrative and transaction processing
systems to improve efficiency and responsiveness in the order-to-delivery
cycle, and the creation of a shared services organization involving
finance, procurement, human resources, communications, information
technology and research and development resulting in workforce
reductions.
NON-STRATEGIC ASSET ELIMINATION ($309 MILLION). The restructuring
includes the sale of certain international and North American businesses
and a revaluation of goodwill related to certain acquisitions.
MANUFACTURING RATIONALIZATION ($98 MILLION). The Corporation is
consolidating Forms manufacturing operations across North America and
internationally, and ceasing production of certain unprofitable products
which resulted in the closure of 10 manufacturing facilities, primarily
in North America. In addition, the print centers in the United States and
Canada will be integrated into the North American manufacturing and
logistics organization.
Costs associated with the restructuring plan included non-cash costs of
$344 million, and cash costs of $174 million, which were funded through
normal operations and borrowings. Included in the restructuring program
are charges associated with the divestiture of certain international and
North American businesses, and the write-down of goodwill and property,
plant and equipment. The asset write-downs for goodwill and for property,
plant and equipment represent mainly a revaluation made for selective
acquisitions and property, plant and equipment, primarily to be
abandoned, under the Moore North America operating segment.
The restructuring charge includes amounts to be paid in cash of $174
million. Cash costs include mainly severance and termination benefits of
$107 million to be paid to employees. Other cash costs of $67 million
include costs for lease terminations, service contract buyouts and other
obligations. Future payments for severance and termination benefits are
expected to be funded through normal operations and borrowings.
Actions under the restructuring program commenced in the third quarter of
1998 and are expected to be completed in the year 2001. The majority of
the restructuring actions were executed in 1999.
5
RESTRUCTURING ACTIONS COMPLETED THROUGH DECEMBER 31, 1998
The Corporation was successful in completing certain actions during 1998,
especially in relation to the European and Australasia Forms businesses
which were exited on more favorable terms than initially anticipated, and
actual and planned workforce reductions at a lower cost. On August 1,
1998, the Corporation disposed of its European Forms business resulting
in a pre-tax loss of $85 million, of which $44 million was provided for
in the 1998 restructuring charge, and $41 million was provided for in
1997. The Australian and New Zealand businesses were divested on December
30, 1998 resulting in a pre-tax loss of $42 million which was fully
provided for in the restructuring provision. In the fourth quarter of
1998, the Corporation initiated steps to liquidate its joint ventures in
China at an estimated loss of $8 million as provided for in the
restructuring provision.
In the last six months of 1998, the Corporation undertook substantial
steps to complete the integration of its sales and marketing, and
logistics and manufacturing operations in North America, resulting in the
consolidation of 10 operating units into one business. The creation of
the North American shared services functions began, including the process
of streamlining administrative functions. The Corporation closed two
plants in North America, eliminated numerous management positions in its
North America Forms and Labels operations, and commenced other workforce
delayering actions. The employee base was reduced by approximately 2,900
people by December 1998 due to the impact of the divestitures
contemplated by the restructuring plan (2,600 employees), plant closures
and other workforce reduction actions.
RESTRUCTURING ACTIONS COMPLETED THROUGH DECEMBER 31, 1999
The Corporation completed a number of restructuring actions in 1999
including the closure of five manufacturing facilities, bringing the
total number of plant closures in North America to seven. Since July
1999, the Corporation started the process of closing and integrating its
warehouses and U.S. print centers into a new manufacturing organization.
Other actions in North America during 1999 included the consolidation of
the Canadian and U.S. sales and administrative offices, the
implementation of a shared services organization, and the continuation of
workforce delayering actions. In Europe, the Corporation substantially
completed the consolidation of its manufacturing facilities in France and
finalized the liquidation of a joint venture investment. Since the
restructuring program began, the employee base was reduced by
approximately 3,900 people by December 1999 due to divestitures
contemplated by the restructuring plan (2,600 employees), plant closures
and other workforce reduction actions.
RESTRUCTURING ACTIONS COMPLETED THROUGH DECEMBER 31, 2000
The Corporation completed a number of restructuring actions in 2000
including the process of closing and integrating its warehouses and U.S.
print centers into a new manufacturing organization. Other actions in
North America during 2000 included the continuation of workforce
delayering actions. Since the restructuring program began, the employee
base has been reduced by approximately 4,100 people by December 2000 due
to divestitures contemplated by the restructuring plan (2,600 employees),
plant closures and other workforce reduction actions.
6
The successful completion of several restructuring actions within all
three action areas at lower than anticipated costs, and the current
forecast for outstanding actions, have resulted in the Corporation
reversing $68 million of charges under the restructuring program during
the fourth quarter of 1999 and a further $29 million in the fourth
quarter of 2000. These activities included the sale of certain North
American businesses, the favorable settlement of claims related to the
disposition of the European and Australasia Forms businesses and the
negotiation of costs to exit customer contracts and lease agreements at
more favorable terms than originally planned. These reversals also
reflect decisions made by management, during the period, to maintain some
businesses that were originally earmarked for disposal. Gains on
disposals have been credited to the restructuring provision to the extent
that an impairment loss was classified as restructuring in the original
provision.
The carrying value of remaining assets held for disposal as at December
31, 2000 is nil. Results of operations related to assets held for
disposal at December 31, 2000 are sales of $4 million ($39 million in
1999 and $46 million in 1998) and losses from operations of $1 million in
2000 ($1 million in 1999 and $2 million in 1998). During 2000,
approximately $10 million of severance and termination benefits were paid
out to employees ($17 million in 1999 and $13 million in 1998).
b) FINANCIAL INFORMATION ABOUT INDUSTRY AND GEOGRAPHIC SEGMENTS
Operating and geographical segment definitions and financial information
for the three years ended December 31, 2000 are presented in Note 20 of
the Notes to Consolidated Financial Statements on pages 47 through 50 of
the Moore Corporation Limited 2000 Annual Report to Shareholders and are
incorporated herein by reference.
c) NARRATIVE DESCRIPTION OF BUSINESS
Products and Services
Moore serves the business communication needs of corporations,
governments and other enterprises through primarily two industry
segments: (1) Forms, Labels and Related Products and (2) CCS. Moore
manages the products and services offered through four different
operating segments: Moore North America, CCS United States, Latin America
and Europe. Due to dispositions made in 1998, the Asia Pacific operating
segment, which existed in 1998 and prior, no longer exists in 1999.
Forms, Labels and Related Products accounted for approximately 69% of
Moore's revenues in 2000 and 1999 respectively. The forms and labels
segment encompasses custom business forms and equipment, print management
outsourcing, facilities management, pressure seal mailing services,
pressure sensitive labels, linerless labels, variable image bar codes,
integrated forms/labels combinations and electronic forms.
Moore North America and the Latin American businesses each provide
predominantly forms and label products and services, while Europe
provides only CCS products and services.
7
The CCS businesses accounted for approximately 31% of total revenue in
2000 and 1999. The principal operations are conducted through Business
Communication Services ("BCS") and Response Marketing Services ("RMS") in
addition to certain ancillary businesses in both the United States and
Europe.
BCS services include statement re-engineering and printing, image and
mail outsourcing, compliance mailings and prepaid calling cards. BCS
accesses, selects and formats customer information and supplies
appropriate marketing-oriented output, which is either paper-based or
electronic.
RMS creates, produces and manages effective personalized direct marketing
programs. Additional revenue is generated by providing research, database
expertise, customer relationship management and other independent direct
marketing services, as well as other print related services.
COMPETITION
The Corporation derives 75% (1999 - 76%) of its revenue from the United
States marketplace with sales in Forms, Print Management and Related
Products representing the largest component of its United States revenue.
While the forms segment in North America continues to consolidate, there
are 15 to 20 major forms companies of which Moore ranks in the top five.
In addition, there are approximately 480 smaller companies organized on a
regional and local basis.
The industry is very competitive with customers focused on increasing
their revenue, controlling expenses and managing assets more effectively.
Moore's strategy, in line with this environment, is to provide integrated
management of all business documents - both paper and digital - and the
services that support these documents and programs throughout their life
cycle.
The traditional United States forms marketplace is experiencing
competition from commercial printing markets, label manufacturers, office
products suppliers, and direct mail production companies as well as
service bureaus. The trends in the marketplace are toward electronic
commerce, integrated business communications management; shorter
production runs; the logical extension of forms into direct mail and
other targeted communications; and the conversion of most business
information to digital format including changing what is printed as well
as quantity, method and frequency of printing.
RAW MATERIAL
The primary raw material required in a printing operation is paper. The
price of paper is volatile over time and may cause significant swings in
net sales and cost of sales. We generally are able to pass on increases
in the cost of paper to our customers, while declines in paper costs
result in lower prices to our customers. Our materials
8
management program capitalizes on our purchasing power in order to
minimize materials costs while optimizing inventory management. In
addition, our strong commercial relationships with a small number of
suppliers allow us to negotiate favorable price discounts and achieve
more assured sourcing of paper that meets our specifications. We are not
dependent upon any one source for our paper.
INTELLECTUAL PROPERTY
Moore is the holder of a significant number of patents and trademarks in
the United States and throughout the world. The Corporation believes that
its patents, trademarks and other proprietary rights are material to the
operations of its business. Moore actively pursues copyright protection
for its form and stationery products to prevent copycat production by
competitors. In addition Moore utilizes copyright protection for certain
software and firmware developments.
BACKLOG
At December 31, 2000, the backlog of firm customer orders to be handled
in the next 120 days was approximately $129 million. ($115 million at
December 31, 1999).
WORKING CAPITAL
Short-term securities, accounts receivables and inventory comprise
substantially all of the working capital in the Corporation.
In North America, the Corporation sells its products and services
principally on a "net 30 days" basis, which is the standard industry
payment term. For the Corporation's other subsidiaries the payment terms
are standard within their business segment and country.
Raw material inventory is mainly paper and is comprised of externally
purchased plain paper and a combination of internally converted
carbonless and carbonized paper. Raw material on hand as of December 31,
2000 and December 31, 1999 was 1.1 months and 1.1 months, respectively.
Finished goods inventory is comprised principally of orders
custom-manufactured for customers under forms management agreements under
which the forms are released to the customers over a set period of time.
The cost of warehousing and financing these inventories is included with
the price of the products. The finished goods inventory was 60% of total
inventory at December 31, 2000 (December 31, 1999 - 65%).
EMPLOYEES
At December 31, 2000, the Corporation employed 16,166 employees (December
31, 1999 - 15,812).
9
ITEM 2 PROPERTIES
The operations of the Corporation are carried on in 10.4 million square
feet of manufacturing, administrative, warehouse, sales offices and
research space. This is a slight decrease from 1999 space of 10.9 million
square feet. The decrease is attributable to the actions brought upon by
the restructuring plan. The plan has resulted in the closure of many
manufacturing and administrative locations as well as moves from larger
to smaller facilities.
The following table summarizes the manufacturing and administrative space
of the Corporation at December 31, 2000:
LOCATION NUMBER OF PLANTS SQUARE FEET (000'S)
-------- ---------------- -------------------
MANUFACTURING PLANTS
United States -owned 27
-leased 32
---
59 4,019
Canada -owned 4
-leased 2
---
6 392
Other Countries -owned 15
-leased 10
---
25 1,603
--- -----
Total Manufacturing 90 6,014
=== =====
ADMINISTRATIVE LOCATIONS
-owned 5
-leased 25
---
Total Administrative 30 1,165
=== =====
In addition to the above listed properties, the Corporation maintains
warehouse facilities and sales offices, most of which are leased.
The Corporation's facilities have been well maintained and, with a few
exceptions in the overseas subsidiaries, are believed to conform to
modern industrial standards in their respective locations. At December
31, 2000, 86.9% of the total square footage was utilized. The utilization
rate is affected by the existence of empty plants resulting from the
restructuring actions as mentioned above. These locations comprise 1.1
million square feet or 10.25% of the total square footage mentioned
above.
10
ITEM 3 LEGAL PROCEEDINGS
At December 31, 2000, certain lawsuits and other claims were pending
against the Corporation. While the outcome of these matters is subject to
future resolution, management's evaluation and analysis of such matters
indicates that, individually and in the aggregate, the probable ultimate
resolution of such matters will not have a materially adverse effect on
the financial position or results of operations of the Corporation.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the shareholders of the
Corporation during the fourth quarter of 2000.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The information regarding the market for and dividends on the common
shares without par value of the Corporation and related security holder
matters appears on page 59 of the Moore Corporation Limited 2000 Annual
Report to Shareholders and is incorporated herein by reference. As of
February 5, 2001, there were 4,429 record holders of the common shares
without par value of the Corporation.
ITEM 6 SELECTED FINANCIAL DATA
The information regarding selected financial data for five years appears
on pages 57 and 58 of the Moore Corporation Limited 2000 Annual Report to
Shareholders and is incorporated herein by reference.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Management's discussion and analysis of results of operations and
financial condition appears on pages 12 to 28 of the Moore Corporation
Limited 2000 Annual Report to Shareholders and is incorporated herein by
reference.
11
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information appearing under the caption "Market Risk Disclosure" on
pages 26 to 27 of the Moore Corporation Limited 2000 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Corporation, which are
incorporated herein by reference, are described in the accompanying Index
to Financial Statements and Schedule on page F-1. The Corporation's
Selected Quarterly Financial Data for the two years ended December 31,
2000 appears on page 58 of the Moore Corporation Limited 2000 Annual
Report to Shareholders and is incorporated herein by reference.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements with the independent accountants on
accounting and financial disclosure.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding the Directors of the Corporation appears on pages 2 to
4 of the Management Information Circular and Proxy Statement for the Annual and
Special Meeting of Shareholders to be held on April 12, 2001 and is incorporated
herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITIONS HELD DURING LAST FIVE YEARS
- ---- --- -------------------------------------
Thomas E. Kierans 60 Chairman of the Board since October, 1997; and Chairman and
CEO, Canadian Institute for Advanced Research; prior to
September, 1999 Mr Kierans was President and Chief Executive
Officer, C.D. Howe Institute.
12
NAME AGE POSITIONS HELD DURING LAST FIVE YEARS
- ---- --- -------------------------------------
Robert G. Burton 62 President and Chief Executive Officer of the Corporation
since December, 2000; from May, 1991 to November, l999 Mr.
Burton was Chairman, President and Chief Executive Officer
of World Color Press, Inc.; following World Color Press,
Inc. and preceding Moore Mr. Burton was Chairman, President
and Chief Executive Officer of Walter Industries, Inc.
Dean E. Cherry 40 Executive Vice President, International and Subsidiary
operations since January, 2001; from August, 1998 to
January, 2001 Mr. Cherry served as an industry consultant,
private investor and director for several industry internet
start-up companies and other entrepreneurial ventures; from
June, 1997 to August 1998 Mr. Cherry held various positions
with World Color Press, Inc.; most recently he was Executive
Vice President, Investor Relations and Corporate
Communications.
Robert B. Lewis 37 Executive Vice President and Chief Financial Officer since
December, 2000; from April, 2000 to August, 2000 Mr. Lewis
was Executive Vice President, Chief Financial Officer of
Walter Industries, Inc.; prior to November, l999 Mr. Lewis
held various positions with World Color Press, Inc.; most
recently he was Executive Vice President, Chief Financial
Officer; prior to June, 1996 Mr. Lewis was Vice President,
Budgetary Operations with L.P. Thebault.
James E. Lillie 39 Executive Vice President, Operations since December, 2000;
from April, 2000 to October, 2000 Mr. Lillie was Executive
Vice President, Operations of Walter Industries, Inc.; prior
to November, 1999 Mr. Lillie held various positions with
World Color Press, Inc.; most recently he was Executive Vice
President, Operations and Investor Relations.
13
NAME AGE POSITIONS HELD DURING LAST FIVE YEARS
- ---- --- -------------------------------------
Thomas J. Quinlan, III 38 Executive Vice President and Treasurer since December, 2000;
from April, 2000 to September, 2000 Mr. Quinlan was
Executive Vice President, Treasurer of Walter Industries,
Inc.; prior to November, l999 Mr. Quinlan held various
positions with World Color Press, Inc.; most recently he was
Senior Vice President, Treasury.
Mark S. Hiltwein 37 Senior Vice President and Controller since December, 2000;
from July, 2000 to November, 2000 Mr. Hiltwein was Senior
Vice President, Controller of Walter Industries, Inc.; prior
to July, 2000 Mr. Hiltwein held various positions with L.P.
Thebault; most recently he was Chief Financial Officer.
Charles F. Canfield 51 Vice President, Human Resources and Corporate Communications
since June 1998; between July, 1997 and June, 1998, Mr.
Canfield was Vice President, Human Resources and President,
Moore Canada; prior thereto, Mr. Canfield was Vice
President, Human Resources.
Joan M. Wilson 45 Vice President and Secretary.
James D. Wyner 57 Vice President, Moore Corporation Limited and President,
Peak Technologies, Inc. since January, 1998; prior to
January, 1998 Mr. Wyner was President, Moore Labels and
Label Systems and a Vice President, Moore Corporation
Limited; prior to June, 1996, Mr. Wyner was Executive Vice
President - Operations, Paxar Corporation.
ITEM 11 EXECUTIVE COMPENSATION
The information regarding the Directors' and Executive Officers'
compensation appears on pages 6 to 11 of the Management Information
Circular and Proxy Statement for the Annual and Special Meeting of
Shareholders to be held on April 12, 2001 and is incorporated herein by
reference.
14
ITEM 12 SECURITY OWNERSHIP OF MANAGEMENT
The information regarding the Security Ownership of the Directors appears
on pages 3 and 4 of the Management Information Circular and Proxy
Statements for the Annual and Special Meeting of Shareholders to be held
on April 12, 2001 and is incorporated herein by reference.
The following table shows the beneficial ownership of, or control or
direction over, common shares of the Corporation as of February 5, 2001,
by each of the Corporation's most highly compensated executive officers:
NUMBER OF NATURE OF
NAME SHARES BENEFICIAL OWNERSHIP
---- ------ --------------------
R.G. Burton 3,167(1) Sole investment power
J.D. Wyner - (2) -
1. On December 21, 2000 the Corporation issued to chancery Lane/GSC
Investors, L.P. a $70.5 million subordinated convertible debenture
(the "Debenture") which as of that date was convertible into
21,692,307 common shares or 19.7% of the common shares of the
Corporation. Mr. Burton is a Class B Limited Partner of Chancery
Lane/GSC Investors, LP with a $2,000,000 investment. Mr. Burton
does not have the right to control or direct the conversion of
the Debenture.
2. Mr. Wyner has stock options to acquire 22,500 common shares that
are exercisable within 60 days of February 5, 2001.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information regarding Certain Relationships and Related Transactions
appears on page 14 of the Management Information Circular and Proxy
Statement for the Annual and Special Meeting of Shareholders to be held
on April 12, 2001 and is incorporated herein by reference.
15
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
Documents filed as part of the report.
1, 2 Financial Statements and Financial Statement Schedules
See Index to Financial Statements and Schedule
of Moore Corporation Limited on page F-1 which
index is incorporated herein by reference.
3 EXHIBIT # DESCRIPTION
--------- -----------
3(i) Articles of Amalgamation dated January 1,
1993 (Previously filed as Exhibit 3(a) to
Form 10-K for the fiscal year ended
December 31, 1992, File I-8014 which is
incorporated herein by reference.)
3(ii) Bylaw No. 1, as consolidated text as of
April 12, 1990 (Previously filed as
Exhibit 3(g) to Form 10-K for the fiscal
year ended December 31, 1989, which is
incorporated herein by reference.)
4(a) Dividend Reinvestment and Share Purchase
Plan dated March 3, 1994 (Previously filed
as Exhibit 4(a) to Form 10-K for the
fiscal year ended December 31, 1993, which
is incorporated herein by reference.)
11 Statement re computation of per share
earnings
13 Annual Report to Shareholders for the year
ended December 31, 2000
21 Subsidiaries of the registrant
23 Consents of PricewaterhouseCoopers LLP
dated February 22, 2001
REPORTS ON FORM 8-K No reports on Form 8-K were filed
------------------- in the fourth quarter of the
year ended December 31, 2000.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MOORE CORPORATION LIMITED
(Registrant)
By: s/b R.B. Lewis
---------------------------------------
R.B. Lewis, Executive Vice President, Chief
Financial Officer
By: s/b M.S. Hiltwein
---------------------------------------
M.S. Hiltwein, Senior Vice President, Controller
Dated: February 22, 2001
17
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
s/b T.E. Kierans
T.E. Kierans Director and Chairman February 22, 2001
of the Board
s/b R.G. Burton
R.G. Burton Director, President and February 22, 2001
Chief Executive Officer
s/b D.H. Burney
D.H. Burney Director February 22, 2001
s/b S.A. Dawe
S.A. Dawe Director February 22, 2001
s/b R.J. Lehmann
R.J. Lehmann Director February 22, 2001
S/b B.M. Levitt
B.M. Levitt Director February 22, 2001
s/b J.R.S. Prichard
J.R.S. Prichard Director February 22, 2001
18
MOORE CORPORATION LIMITED
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
The Consolidated Balance Sheets as at December 31, 2000 and 1999, the
Consolidated Statements of Earnings, Retained Earnings and Cash Flows for each
of the three years in the period ended December 31, 2000, the Notes to the
Consolidated Financial Statements, together with the report thereon of
PricewaterhouseCoopers LLP dated February 22, 2001, appearing on pages 29 to 57
of the Moore Corporation Limited 2000 Annual Report to Shareholders, are
incorporated by reference in this Form 10-K. With the exception of the
aforementioned information and the information incorporated in Items 1, 5, 6, 7
and 8 of this Form 10-K, the Moore Corporation Limited 2000 Annual Report to
Shareholders is not to be deemed filed as part of this report. The financial
statement schedule which follows should be read in conjunction with the
financial statements in the Moore Corporation Limited 2000 Annual Report to
Shareholders. Financial statement schedules not included have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereto.
Separate financial statements of associated companies accounted for by the
equity method have been omitted because the proportionate share of their profit
before income taxes and total assets of each company are less than 20% of the
respective consolidated amounts, and investments in such companies are
individually less than 20% of consolidated total assets of the Registrant.
The Report of Independent Accountants on the Financial Statement Schedule
appears on page F-2.
FINANCIAL STATEMENT SCHEDULE PAGE
- ---------------------------- ----
II Allowance for doubtful accounts F-3
F-1
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Moore Corporation Limited
Our audits of the consolidated financial statements referred to in our report
dated February 22, 2001 appearing on page 57 of the 2000 Annual Report to
Shareholders of Moore Corporation Limited, (which report and consolidated
financial statements are incorporated by reference in this Form 10-K) also
included an audit of the Financial Statement Schedule listed in the foregoing
index in this Form 10-K. In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
PRICEWATERHOUSECOOPERS LLP
CHARTERED ACCOUNTANTS
Toronto, Canada
February 22, 2001
F-2
MOORE CORPORATION LIMITED
SCHEDULE II - ALLOWANCE FOR DOUBTFUL ACCOUNTS
(Expressed in United States currency in thousands of dollars)
Additions
Balance at Charged to
Beginning Costs and Deductions Balance at
of Year Expenses (Note 1) End of Year
---------- ---------- ---------- -----------
1998 9,962 7,115 (2,865) 14,212
1999 14,212 2,129 (2,417) 13,924
2000 13,924 5,922 (4,572) 15,274
Note 1 - Primarily write-offs, recoveries and foreign currency translation
adjustments.
F-3