1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[x] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1997
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from ________ to ________
Commission file number 0-21800
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Norwood Promotional Products, Inc.
Employees 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Norwood Promotional Products, Inc.
106 E. Sixth Street, Suite 300
Austin, Texas 78701
2
Financial Statements and Exhibits
(A) Financial Statements:
Norwood Promotional Products, Inc.
Employees 401(k) Plan
Audited Financial Statements
Report of Independent Accountants
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Supplemental Schedules
Schedule of Assets Held for Investment Purposes
Schedule of Loans or Fixed Income Obligations
Schedule of Reportable Transactions
(B) Exhibits:
23.1 Consent of Akin, Doherty, Klein & Feuge, P.C.
3
NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
Page
----
AUDITED FINANCIAL STATEMENTS
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment Purposes 11
Schedule of Loans or Fixed Income Obligations 12
Schedule of Reportable Transactions 13
4
REPORT OF INDEPENDENT ACCOUNTANTS
To The Retirement Plan Committee
Norwood Promotional Products, Inc. Employees 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of the Norwood Promotional Products, Inc. Employees 401(k) Plan as of December
31, 1997 and 1996, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 Norwood
Promotional Products, Inc. Employees 401(k) Plan as of December 31, 1997 and
1996, and the changes in net assets available for benefits for the years then
ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes, (2) loans or fixed income obligations, and (3)
reportable transactions 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 Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. 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.
- -------------------------------------------
Akin, Doherty, Klein & Feuge, P.C.
San Antonio, Texas
June 23, 1998
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5
NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
1997 1996
---------- ----------
Investments, at fair value:
AIM Limited Maturity Treasury Fund $ 326,852 $ 284,581
PIMCO Low Duration Bond Fund 465,103 402,094
Dodge & Cox Balanced Fund 1,237,322 910,650
AIM Aggressive Growth Fund 1,202,218 944,395
Norwood Promotional Products, Inc. common stock 124,592 86,140
Participant loans 96,702 46,046
Cash equivalents 78,115 8,377
---------- ----------
3,530,904 2,682,283
Contributions receivable:
Employee 66,249 55,893
Employer 7,041 5,767
---------- ----------
73,290 61,660
---------- ----------
Total assets 3,604,194 2,743,943
---------- ----------
Net assets available for benefits $3,604,194 $2,743,943
========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
------------ ------------
ADDITIONS
Employee contributions $ 780,485 $ 751,868
Employer contributions 123,223 95,959
Employee contribution rollovers 135,322 114,720
ArtMold Products Corporation -
transfer of plan assets 903,939
Investment income 192,944 104,718
Net gain on sale of investments 40,249 215,155
Other transfers 56
----------- -----------
Total additions 1,272,279 2,186,359
DEDUCTIONS
Benefit payments 573,010 179,646
----------- -----------
Total deductions 573,010 179,646
Net unrealized appreciation (depreciation)
in aggregate fair value of investments 160,982 (129,246)
----------- -----------
NET INCREASES 860,251 1,877,467
Net assets available for benefits at beginning of year 2,743,943 866,476
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 3,604,194 $ 2,743,943
=========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The accounting records of the Norwood Promotional
Products, Inc. Employees 401(k) Plan (the "Plan") are maintained on the accrual
basis.
Investments: Investments are stated at aggregate fair value with the net
unrealized appreciation (depreciation) in fair value reflected in the statement
of changes in net assets available for plan benefits. Mutual fund investments
are valued at quoted market prices which represent the net asset value of shares
held by the Plan at year end. Participant loans and cash equivalents are valued
at cost which approximates fair value.
Plan Amendments: The last significant amendment to the Plan was effective
January 1, 1996, and allowed certain companies acquired by Norwood Promotional
Products, Inc. to join the Plan.
NOTE B - DESCRIPTION OF THE PLAN
The following description of the Norwood Promotional Products, Inc. Employees
401(k) Plan provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General: The Plan was established and became effective on January 1, 1994. The
Plan Sponsor is Norwood Promotional Products, Inc. (Norwood or Plan Sponsor).
Wholly-owned subsidiaries adopting the Plan in 1994 included Radio Cap Company,
Inc. and Barlow Promotional Products, Inc. Effective January 1, 1996, ArtMold
Products Corporation, Air-Tex Manufacturing Corporation and BTS Group joined the
Plan. Effective January 23, 1996, Tee Off Enterprises, Inc. joined the Plan, and
effective April 1, 1996, Alpha Products, Inc. joined the Plan.
The Plan is a defined contribution 401(k) plan and covers substantially all
employees of covered companies who have one year of service and are age
twenty-one or older. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Although it has not expressed any intent to do so, the Plan Sponsor 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
termination of the Plan, the net assets of the Plan are to be distributed to
participants in accordance with priorities established in the Plan.
Contributions: Each year, participants may contribute up to 15% of their pretax
annual compensation, subject to certain limitations and as defined in the Plan.
Participants may also contribute amounts representing distributions
("rollovers") from other qualified defined benefit or contribution plans. The
Plan Sponsor also may contribute a matching contribution determined by the Board
of Directors and allocated based on each of the participant's contributions.
Participant Accounts: Each participant's account is credited with their
contribution and allocations of a) the Plan Sponsor contributions and b) Plan
earnings. Allocations are based on the participant's earnings or account
balances, as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
Vesting: Participants are one hundred percent (100%) vested at all times in
their voluntary contributions. A participant's interest in the contributions the
employer makes to the Plan becomes 100% vested upon attaining the Plan's normal
retirement age or if employment is terminated due to death or disability. If
employment is terminated prior to normal retirement age for any reason other
than death or disability, then the employee's interest in employer contributions
becomes vested in accordance with specific vesting schedules based on years of
service, with 100% vesting being reached after five years of service.
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8
NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE B - DESCRIPTION OF THE PLAN (CONTINUED)
Investment Options: Upon enrollment in the Plan, a participant may direct
employee and matching employer contributions in any of the five following
investment options:
AIM Limited Maturity Treasury Fund
PIMCO Low Duration Bond Fund
Dodge & Cox Balanced Fund
AIM Aggressive Growth Fund
Norwood Promotional Products, Inc. common stock
Participants may change their investment options daily, and participants may
borrow from their fund accounts a maximum equal to the lessor of $50,000 or 50%
of their vested account balance. Interest rates charged are established by the
Retirement Plan Committee. Principal and interest is repaid through payroll
deductions.
Payment of Benefits: On termination of service, a participant's vested account
balance is distributed in a lump sum payment or in installment payments subject
to certain limitations which are defined in the Plan agreement. The unvested
amount is forfeited and used to reduce the Sponsor's future contributions.
Hardship withdrawals are available to the participants upon approval by the
Retirement Plan Committee. At December 31, 1997, the vested portion of
terminated participants' accounts that had elected to withdraw from the Plan,
but had not been paid, was approximately $66,400.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires estimates and assumptions that
affect the reported amounts of net assets available for benefits and disclosure
of contingent assets and liabilities at the date of financial statements and the
reported amounts of changes in net assets available for benefits during the
reporting period. Actual results could differ from those estimates.
NOTE C - TRANSACTIONS WITH PARTIES-IN-INTEREST
Certain administrative fees for 1997 and 1996 have been provided for or paid for
by the Plan Sponsor. These fees were based upon customary and reasonable rates
for such services.
NOTE D - INCOME TAX STATUS
The Plan has received a favorable determination letter from the Internal Revenue
Service recognizing it as an exempt organization for federal tax purposes under
Section 401(k) of the Code.
NOTE E - EXCESS DEFERRALS
The Plan annually must meet certain requirements of ERISA which deal with
nondiscrimination rules and regulations. The two primary tests are the Average
Deferral Percentage (ADP) and Average Contribution Percentage (ACP) tests. As a
result of these tests, the Plan was required to distribute excess deferrals made
by certain highly compensated employees of $0 and $7,497 for the years ended
December 31, 1997 and 1996, respectively. The excess deferrals were refunded to
the respective participants, as required by ERISA and the Internal Revenue
Service, by March 15 of the succeeding year. The excess deferrals are netted
against employee contributions in the year of refund.
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NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE F - INVESTMENTS
The Plan's investments are held by a bank-administered trust fund in certain
investment funds selected by the Plan Sponsor. Individual investments in excess
of 5% of the fair value of net assets available for benefits are as follows at
December 31:
Description of Investments 1997 1996
- ---------------------------------- ---------- --------
AIM Limited Maturity Treasury Fund $ 326,852 $284,581
PIMCO Low Duration Bond Fund 465,103 402,094
Dodge & Cox Balanced Fund 1,237,322 910,650
AIM Aggressive Growth Fund 1,202,218 944,395
The Plan's investments, including investments bought, sold, as well as held
during the year, appreciated (depreciated) in fair value as follows:
Net
Appreciation Fair Value at
(Depreciation) End of Year
-------------- -------------
Year Ended December 31, 1997
Fair value as determined by quoted
market price -
AIM Limited Maturity Treasury Fund $ 1,314 $ 326,852
PIMCO Low Duration Bond Fund 5,333 465,103
Dodge & Cox Balanced Fund 90,473 1,237,322
AIM Aggressive Growth Fund 74,034 1,202,218
Norwood Promotional Products, Inc. common stock (10,172) 124,592
Estimated fair value -
Participant loans -- 96,702
Cash equivalents -- 78,115
--------- ----------
Total investments $ 160,982 $3,530,904
========= ==========
Year Ended December 31, 1996
Fair value as determined by quoted
market price -
AIM Limited Maturity Treasury Fund $ 1,547 $ 284,581
PIMCO Low Duration Bond Fund 6,573 402,094
Dodge & Cox Balanced Fund 32,827 910,650
AIM Aggressive Growth Fund (170,312) 944,395
Norwood Promotional Products, Inc. common stock 119 86,140
Estimated fair value -
Participant loans -- 46,046
Cash equivalents -- 8,377
--------- ----------
Total investments $(129,246) $2,682,283
========= ==========
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NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE F - INVESTMENTS (CONTINUED)
The following schedule details the net assets available for benefits for the
year ended December 31, 1997:
AIM
Limited PIMCO Dodge & AIM
Maturity Low Duration Cox Aggressive Norwood Cash Contri-
Treasury Bond Balanced Growth Common Participant Equiva- butions
Fund Fund Fund Fund Stock Loans lents Receivable Total
--------- --------- ----------- ----------- --------- --------- --------- --------- ----------
Net assets available for
benefits January 1, 1997 $ 284,581 $ 402,094 $ 910,650 $ 944,395 $ 86,140 $ 46,046 $ 8,377 $ 61,660 $2,743,943
Employee contributions 80,629 75,272 213,609 288,792 (1,157) 112,984 10,356 780,485
Employer contributions 14,371 13,399 33,223 40,034 (143) 21,065 1,274 123,223
Employee contribution
rollovers 8,799 20,861 41,964 45,010 18,688 135,322
Investment income 18,260 28,866 98,135 46,919 16 748 192,944
Net gain (loss) on sale 109 855 33,912 14,834 (9,461) 40,249
Benefit payments (76,435) (59,107) (219,738) (189,807) (24,869) (3,046) (8) (573,010)
Unrealized appreciation
(depreciation) 1,314 5,333 90,473 74,034 (10,172) 160,982
Other transfers, net (4,776) (22,470) 35,094 (61,993) 84,238 53,702 (83,739) 56
--------- --------- ----------- ----------- --------- --------- --------- --------- ----------
Net assets available for
benefits December 31, 1997 $ 326,852 $ 465,103 $ 1,237,322 $ 1,202,218 $ 124,592 $ 96,702 $ 78,115 $ 73,290 $3,604,194
========= ========= =========== =========== ========= ========= ========= ========= ==========
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11
NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE F - INVESTMENTS (CONTINUED)
The following schedule details the net assets available for benefits for the
year ended December 31, 1996:
AIM PIMCO
Limited Low Dodge AIM
Maturity Duration Fidelity & Cox Aggressive Norwood Parti- Cash Contri-
Treasury Bond Balanced Balanced Growth Common cipant Equiva- butions
Fund Fund Fund Fund Fund Stock Loans lents Receivable Total
-------- -------- --------- --------- -------- ------- --------- -------- ------- ----------
Net assets available for
benefits at January 1,
1996 $ 49,887 $ 51,550 $ 247,893 $ $440,046 $ $ 7,477 $ 32,096 $37,527 $ 866,476
Employee contributions 75,785 71,340 22,717 203,132 312,804 16,314 28,192 21,584 751,868
Employer contributions 12,403 12,074 1,826 26,906 33,993 2,462 3,052 3,243 95,959
Employee contribution
rollovers 32,779 13,947 29,585 32,791 5,618 114,720
ArtMold transfer of
plan assets 207,855 238,766 323,353 102,361 31,604 903,939
Investment income 9,919 14,777 30,933 48,624 37 1,122 (694) 104,718
Net gain (loss) on sale 190 (305) 183 30,207 192,087 (7,207) 215,155
Benefit payments (80,132) (5,631) (30,849) (57,171) (6,592) 729 (179,646)
Unrealized appreciation
(depreciation) 1,547 6,573 32,827 (170,312) 119 (129,246)
Other transfers, net (25,652) (997) (272,619) 264,556 9,172 49,403 38,569 (62,432)
-------- -------- --------- --------- -------- ------- --------- -------- ------- ----------
Net assets available for
benefits December 31,
1996 $284,581 $402,094 $ -0- $ 910,650 $944,395 $86,140 $ 46,046 $ 8,377 $61,660 $2,743,943
======== ======== ========= ========= ======== ======= ========= ======== ======= ==========
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12
NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits from the
financial statements to the Form 5500 at December 31:
1997 1996
----------- -----------
Net assets available for benefits per the financial statements $ 3,604,194 $ 2,743,943
Accrual of contributions not received by Plan at year end (73,290) (61,660)
Contributions received by Plan but not allocated (70,792) --
----------- -----------
Net assets available for benefits per the Form 5500 $ 3,460,112 $ 2,682,283
=========== ===========
NOTE H - TRANSFER OF PLAN ASSETS
Effective January 1, 1996, $903,939 of net plan assets of the ArtMold Products
Corporation 401(k) Plan were transferred to the Plan.
NOTE I - SUBSEQUENT EVENT
Subsequent to year end, the Plan's Sponsor, Norwood Promotional Products, Inc.
announced its Board of Directors had approved a merger agreement, with the
results being that each share of its common stock would be converted into the
right to receive $20.70 per share in cash (an increase of $4.95 from the
December 31, 1997 stock value of $15.75 per share). The Company expects the
merger to be consummated in 1998. Participants will be able to invest the cash
received for common stock into any of the other investment options allowed by
the Plan.
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13
SUPPLEMENTAL SCHEDULES
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NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
FORM 5500 - ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
EIN 74-2553074 PLAN NUMBER 001
DECEMBER 31, 1997
(a) (b) (c) (d) (e)
Description of Investment Including
Identity of Issue, Borrower Maturity Date, Rate of Interest, Current
Lessor or Similar Party Collateral, Par or Maturity Value Cost Value
- --------- --------------------------- ----------------------------------- ---- -------
AIM Limited Maturity Mutual fund investing in $ 324,802 $ 326,852
Treasury Fund U.S. Treasury and similar
securities with maturities
ranging from 12 to 24 months.
PIMCO Low Duration Bond Mutual fund investing in 455,660 465,103
Fund fixed income securities with
a portfolio duration of
1 to 3 years
Dodge & Cox Mutual fund investing in
Balanced Fund common stocks, preferred
stocks and bonds 1,107,474 1,237,322
AIM Aggressive Growth Fund Mutual fund with an emphasis on 1,183,940 1,202,218
higher risk stocks
Norwood Promotional Products, 8,170 shares of no par value common
Inc. common stock stock 141,182 124,592
Participant loans Loans to participants, collateralized
by vested interest of account, interest
from 8.25% to 9.00% 0 96,702
* Frost National Bank Cash equivalent account 78,115 78,115
----------- -----------
$ 3,291,173 $ 3,530,904
=========== ===========
* Person known to be a party-in-interest to the Plan.
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NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
FORM 5500 - ITEM 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
EIN 74-2553074 PLAN NUMBER 001
DECEMBER 31, 1997
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Description of Loan
Amount Received Including Making and
Identity and During Reporting Year Maturity Date, Interest, Amount Overdue
Address Original Amount --------------------- Unpaid Balance Rate, Collateral, and any --------------
of Obligor of Loan Principal Interest at End of Year Renegotiation Terms Principal Interest
- -------- ------------- --------------- --------- -------- -------------- ------------------------- --------- --------
Diane Gilmore $ 1,000 $ 9 $ 2 $ 991 General loan at 8.5% $ 538 $ 34
6014 Alpha Original date 5/15/97
San Antonio Maturity date 6/5/98
Has sufficient balance
to cover loan.
* Person known to be a party-in-interest to the Plan.
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16
NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN
FORM 5500 - ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
EIN 74-2553074 PLAN NUMBER 001
YEAR ENDED DECEMBER 31, 1997
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Current
Value on Net
Identity of Description of Purchase Selling Expense Cost of Transaction Gain
Party Involved Asset Price Price Lease Incurred Asset Date (Loss)
- -------------- -------------- ---------- ---------- -------- -------- ----------- ----------- ------
N/A Short-Term Prime $ 1,073,617 $ 1,073,617
N/A Short-Term Prime $ 1,110,808 $ 1,110,808 1,110,808
N/A AIM Limited Maturity
Treasury Fund 148,080 148,080
N/A AIM Limited Maturity
Treasury Fund 107,233 106,814 107,233 $ 419
N/A PIMCO Low
Duration Bond Fund 155,866 155,866
N/A PIMCO Low
Duration Bond Fund 99,044 97,129 99,044 1,915
N/A Dodge & Cox
Balanced Fund 483,460 483,460
N/A Dodge & Cox
Balanced Fund 281,174 239,968 281,174 41,206
N/A AIM Aggressive
Growth Fund 469,945 469,945
N/A AIM Aggressive
Growth Fund 300,990 303,318 300,990 (2,328)
N/A Norwood Promotional
Products Common Stock 98,455 98,455
N/A Norwood Promotional
Products Common Stock 40,370 46,073 40,370 (5,703)
NOTE: ALL TRANSACTIONS REPORTED REPRESENT A SERIES OF TRANSACTIONS.
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17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees of the Norwood Promotional Products, Inc. Employees 401(k) Plan have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
NORWOOD PROMOTIONAL PRODUCTS, INC.
EMPLOYEES 401(K) PLAN
By: Norwood Promotional Products, Inc.,
Plan Administrator
By: /s/ JAMES P. GUNNING, JR.
----------------------------------
James P. Gunning, Jr.
Secretary, Treasurer and
Chief Financial Officer
Dated: June 26, 1998
18
INDEX TO EXHIBIT
EXHIBIT
NO. DESCRIPTION
------- -----------
23.1 Consent of Akin, Doherty, Klein & Feuge, P.C.