SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ___________
Commission File Number 1-8014
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
MOORE NORTH AMERICA, INC. SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Moore Corporation Limited
Suite 3501
40 King Street West
Toronto, Ontario, Canada M5H 3Y2
REQUIRED INFORMATION
Attached hereto are the Moore North America, Inc. Savings Plan audited financial
statements and supplemental schedules for the fiscal year ended December 31,
2000. All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because the conditions under which they
are required are not present.
MOORE NORTH AMERICA, INC.
SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2000 AND 1999
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PricewaterhouseCoopers
PricewaterhouseCoopers LLP
200 East Randolph Drive
Chicago, IL 60601
Telephone (312)540-1500
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Moore North America, Inc. Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Moore North America, Inc. Savings Plan (the "Plan") at December 31, 2000
and 1999, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America. 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 of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Line 4i,
Schedule of Assets Held for Investment Purposes, 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. This 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.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 22, 2001
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
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2000 1999
ASSETS
Cash $ 35,930 $ --
Plan investments at fair value (Notes 2, 3 and 5) 387,467,530 416,882,643
Guaranteed investment contracts at contract value (Note 4) 21,504,742 31,548,426
------------- -------------
Total investments 409,008,202 448,431,069
------------- -------------
Participant notes receivable 7,505,590 6,634,915
------------- -------------
Receivables:
Interest and dividend receivable 8,730 7,630
Employer contribution receivable 1,029,675 3,941,661
Securities sold 438,724 435,401
------------- -------------
Total receivables 1,477,129 4,384,692
------------- -------------
Total assets 417,990,921 459,450,676
------------- -------------
LIABILITIES
Securities purchased (438,724) (435,401)
------------- -------------
Total liabilities (438,724) (435,401)
------------- -------------
Net assets available for benefits $ 417,552,197 $ 459,015,275
------------- -------------
The accompanying notes are an integral part of these financial statements.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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2000 1999
Additions
Investment income:
Interest and dividend income $ 667,886 $ 750,669
(Decrease) increase in the value of the Plan's interest in
bank commingled trusts (16,327,486) 57,734,386
Net depreciation in fair value of investments (3,657,124) (2,108,214)
Interest income from guaranteed investment contracts 1,759,638 2,323,714
------------- -------------
Total investment (loss) income (17,557,086) 58,700,555
------------- -------------
Contributions:
Employer 4,546,802 7,493,577
Participant 27,490,613 27,044,008
------------- -------------
Total contributions 32,037,415 34,537,585
------------- -------------
Total additions 14,480,329 93,238,140
------------- -------------
DEDUCTIONS
Benefits paid to participants (52,292,973) (48,648,463)
Trustee and investment management fees (2,148,388) (2,083,345)
Recordkeeper fees (697,616) (987,145)
Other administrative expenses (85,156) (209,764)
Participant notes receivable terminated
due to withdrawal of participants (719,274) (509,442)
------------- -------------
Total deductions (55,943,407) (52,438,159)
------------- -------------
Net (decrease) increase (41,463,078) 40,799,981
Net assets available for benefits, beginning of year 459,015,275 418,215,294
------------- -------------
Net assets available for benefits, end of year $ 417,552,197 $ 459,015,275
============= =============
The accompanying notes are an integral part of these financial statements.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN
The following brief description of the Moore North America, Inc. Savings
Plan (the "Plan") provides only general information. For more complete
information, participants should refer to the text of the Plan document.
GENERAL
The Plan is a defined contribution plan covering substantially all
employees of Moore North America, Inc. (the "Company") and is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan is administered by a committee appointed by the Board
of Directors of the Company's parent, Moore Corporation Limited. The assets
of the Plan are maintained by The Frank Russell Trust Company (the
"Trustee").
PARTICIPATION
In order to become a Plan member ("participant"), an employee must have
attained age 21 and have completed at least 90 days of service, as defined
by the Plan document. Effective December 1, 2000, the Plan was amended to
eliminate the 90 day service requirement.
CONTRIBUTIONS AND BENEFITS
Participants of the Plan are entitled to make tax deferred contributions to
the Plan equal to a full percentage between 1% and 15% of the participant's
annual compensation, which shall not exceed $160,000, adjusted for changes
in the cost of living. The Company makes basic employer matching
contributions in an amount equal to 25% of a participant's tax deferred
contribution up to a maximum of 5% of the participant's annual
compensation. Additionally, a supplemental employer matching contribution
will be determined based on the Company achieving certain financial targets
determined by the Board of Directors of the Company's parent. These
supplemental employer matching contributions will range between 0% and 50%
of a participant's tax deferred contribution limited to a maximum of 5% of
the participant's annual compensation.
Effective October 25, 1999, participants of the Plan can change investment
direction, transfer fund balances, and/or change contributions on a daily
basis.
PARTICIPANT ACCOUNTS
Each participant account is adjusted each business day of the year to
reflect its share of income, contributions, withdrawals, distributions, and
expenses payable from the trust fund, and any increase or decrease in the
value of the trust fund assets since the preceding business day.
VESTING
Participants are immediately vested in the value of their tax deferred
contribution accounts and the earnings thereon. Vesting in employer
matching contributions is based on elective months of participation. A
participant is 100% vested after 48 elective months. An elective month is
any month in which a participant makes a tax deferred contribution to the
Plan. Full vesting occurs in all employer contributions upon completion of
five years of eligible service. Participants with five or more years of
eligible service are immediately vested in all contributions of the Plan
regardless of months of participation.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
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FORFEITURES
Any portion of a terminated participant's account in which the participant
does not have a vested interest at the time of the withdrawal of their
vested balance is forfeited. All such forfeitures are applied to reduce
future employer contributions. For the years ended December 31, 2000 and
1999, forfeitures amounted to $212,666 and $114,473, respectively.
BENEFIT PAYMENTS AND WITHDRAWALS
The value of a participant's account may be distributed on termination of
employment or, under certain circumstances, on the participant's subsequent
retirement, disability, death or attainment of age 59 1/2. Payment will be
made in a lump-sum amount as soon as practical after the valuation date.
The payment will be in cash and, for those participants with greater than
50 shares of Moore Corporation Limited common stock allocated to their
account, the participant may elect to receive whole shares rather than
cash.
Withdrawals during employment are permitted no more than once in any twelve
month period and are available through three options. Option I permits
participants to withdraw part of the vested portion of their after tax
account, rollover account and/or employer matching contribution account.
Option II, available only to participants who have attained age 59 1/2,
permits withdrawal of the full amount payable under Option I and the value
of their tax deferred contributions account. Option III is used in the
event of hardship and permits the withdrawal of the full amount payable
under Option-I, the remaining vested balance in the participant's employer
matching contributions account, plus the value of their tax deferred
contributions account excluding earnings on such account after December 31,
1988. With respect to Option III, the plan administrator determines whether
the withdrawal request meets the hardship definition of the Internal
Revenue Code and limits the amount of the withdrawal to that required to
meet the immediate financial need created by the hardship.
Participants may also take out loans not to exceed the lesser of 50% of the
vested value of the participant's accounts, or $50,000, reduced by the
highest outstanding balance of all other loans from the Plan during the one
year period ending on the day before the date on which the said loan was
made. The loan shall be for a term of no more than five years.
INVESTMENT OPTIONS
During 2000, employee contributions, rollover contributions and employer
basic matching contributions made to the Plan were invested as directed by
the Plan participants in any or all of nine investment alternatives. As of
December 31, 2000, investment options were as follows: the Interest Income
Fund, the Large Cap Stock Fund, the Diversified Fund, the Balanced Fund,
the Global Diversified Fund, the Small Cap Stock Fund, the Fixed Income
Fund, and the International Stock Fund. The ninth fund, the Stock Fund,
invests solely in Moore Corporation Limited common stock and also is the
sole investment vehicle for the employer supplemental matching
contribution. The amounts participants can invest in the Stock Fund are
limited to 50% of the participant's total account balance.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
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ADMINISTRATIVE EXPENSES
Trustee and investment management fees, recordkeeper fees and other
administrative expenses of the Plan are borne by the Plan to the extent
allowed by ERISA, with the remainder being paid by the Company.
RECLASSIFICATIONS
Certain 1999 amounts have been reclassified to conform to the 2000
presentation.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accounts of the Plan are maintained on the accrual basis of accounting.
INVESTMENTS
With the exception of guaranteed investment contracts, all investments are
stated at fair market value as determined by the Trustee based upon quoted
market prices. Guaranteed investment contracts are valued at contract value
as defined therein. Contract value approximates fair value. Participant
notes receivable are valued at cost which approximates fair value.
The Plan presents in the statements of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on the investments.
Interest and dividend income is recorded as earned on an accrual basis.
PLAN DISTRIBUTIONS
Benefits are recorded when paid. The Trustee uses a distribution account to
make all benefit payments. Amounts are transferred from the investment
funds to this account as directed by the plan administrator.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of additions and deductions during the reporting period, such as
those regarding fair value. Actual results could differ from those
estimates.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market and credit risk. 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 in the near term would 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.
3. NONPARTICIPANT-DIRECTED INVESTMENT
The Stock Fund includes both participant-directed and
nonparticipant-directed investments. The balances of the
nonparticipant-directed investment at December 31 are as follows:
2000 1999
Net assets of nonparticipant-directed investments:
Investments at fair value $3,468,630 $1,760,212
Employer contribution receivable 874,667 3,764,980
---------- ----------
$4,343,297 $5,525,192
========== ==========
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
Information about the net assets and the significant components of the
changes in net assets relating to the Stock Fund as of and for the years
ended December 31, 2000 and 1999 is as follows:
2000 1999
Net assets:
Investments at fair value $ 9,652,988 $ 3,867,982
Employer contribution receivable 874,667 3,764,980
Interest and dividends receivable 9 --
Securities sold 96,932
Securities purchased -- (6,116)
------------ ------------
Net assets available for benefits $ 10,624,596 $ 7,626,846
============ ============
Changes in net assets:
Contributions:
Employer $ 936,137 $ 3,775,560
Participant 349,701 272,312
------------ ------------
1,285,838 4,047,872
Net depreciation in fair value of investments (3,657,124) (2,108,214)
Transfers from other investment funds 5,604,155 1,167,520
Other activity, net (235,119) (62,327)
------------ ------------
$ 2,997,750 $ 3,044,851
============ ============
4. GUARANTEED INVESTMENT CONTRACTS
The Plan has entered into several benefit-responsive guaranteed investment
contracts with various insurance companies. The insurance companies
maintain the contributions in general accounts, with the exception of the
Aetna Life Insurance Company contract which maintains contributions in a
pooled separate account. The guaranteed investment contracts are included
in the financial statements at contract value as reported to the Plan by
the Trustee. Contract value represents contributions made under the
contract, plus earnings, less participant withdrawals and administrative
expenses. Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
Guaranteed investment contracts at December 31, 2000 are as follows:
MATURITY CONTRACT AVERAGE CONTRACT FAIR
IDENTITY OF ISSUE DATE YIELD YIELD VALUE VALUE
Aetna Life Insurance Co. Evergreen 5.33% 6.06% $ 2,354,727 $ 2,354,073
Commonwealth Insurance
(Monumental Life Insurance Co.) 03/29/2001 6.74% 6.47% 3,467,975 3,467,975
Continental Assurance Co. 09/02/2003 5.83% 6.09% 2,121,406 2,120,562
Continental Assurance Co. Evergreen 6.38% 6.81% 3,732,498 3,777,973
Metropolitan Life Insurance Co. Evergreen 7.00% 7.00% 9,828,136 9,828,137
------------ ------------
$ 21,504,742 $ 21,548,720
============ ============
Guaranteed investment contracts at December 31, 1999 are as follows:
MATURITY CONTRACT AVERAGE CONTRACT FAIR
IDENTITY OF ISSUE DATE YIELD YIELD VALUE VALUE
Aetna Life Insurance Co. Evergreen 5.25% 5.10% $ 2,191,574 $ 2,142,562
Allstate Life Insurance Co. 11/29/2000 7.08% 7.08% 2,508,614 2,508,614
Bankers Trust (Delaware) Co. 02/28/2003 5.60% 6.11% 6,121,751 6,075,557
Monumental Life Insurance Co. Evergreen 5.73% 5.32% 3,247,604 3,247,604
Continental Assurance Co. 09/02/2003 5.38% 5.28% 2,414,283 2,356,457
Continental Assurance Co. Evergreen 5.74% 5.71% 3,518,351 3,358,451
Metropolitan Life Insurance Co. Evergreen 10.30% 10.30% 2,260,713 2,260,713
Metropolitan Life Insurance Co. Evergreen 7.00% 7.29% 9,285,536 9,285,536
------------ ------------
$ 31,548,426 $ 31,235,494
============ ============
There are no valuation reserves against the investment contracts for credit risk
of the contract issuer or otherwise. For each investment contract, the crediting
interest rate is based on a formula agreed upon with the issuer. Except for
those investment contracts with fixed-rates, crediting interest rates are reset
monthly, quarterly or semi-annually, depending on the contract.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
5. INVESTMENTS
The individual investments which exceed five percent of the Plan's net assets as
of December 31 are as follows:
2000 1999
Investment Contract Fund Bank commingled trust $83,916,440 $73,841,818
Aggressive Balanced Fund Bank commingled trust 26,729,336 27,954,333
Equity I Fund Bank commingled trust 140,470,020 193,376,408
Equity II Fund Bank commingled trust 20,992,862 *
Domestic Diversified Fund Bank commingled trust 67,513,536 76,831,462
Domestic Conservative Fund Bank commingled trust 22,560,092 25,018,585
*Investment did not exceed five percent of the Plan's net assets in this year.
6. CHANGE IN PLAN CUSTODIAN
The custodian appointed by the Trustee changed effective October 1, 2000
from Deutsche Bank to State Street Corporation. All assets of the Plan were
properly transferred to State Street Corporation.
7. RELATED PARTY TRANSACTIONS
Included in Plan assets at December 31, 2000 and 1999 are 3,054,947 and
635,594 shares, respectively, of common stock of Moore Corporation Limited,
the parent of the Company. As of December 31, 2000 and 1999, the stock had
an original cost of $15,586,977 and $8,262,528, respectively, and a market
value of $9,652,988 and $3,867,982, respectively.
Certain Plan investments are shares of the Commingled Employee Benefit
Funds managed by the Trustee and therefore, qualify as party-in-interest
transactions. Fees paid by the Plan for the trustee and investment
management services amounted to $2,148,388 and $2,083,345 for the years
ended December 31, 2000 and 1999, respectively.
These transactions are allowable party-in-interest transactions under ERISA
and the regulations promulgated thereunder.
8. 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 accounts.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
9. TAX STATUS
The Internal Revenue Service has issued a favorable determination letter
dated April 27, 1995 for the Plan as amended through December 12, 1994 and
informed the Company that the Plan is in accordance with applicable
Sections of the Internal Revenue Code (the "Code"). The Plan has
subsequently been amended and management has requested an update to this
determination letter. The plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and operated in compliance with
all applicable requirements of the Code and therefore, believe that the
Plan is qualified and the related trust is non-exempt. Thus, no provision
for income taxes has been included in the Plan's financial statements.
10. RECONCILIATION OF NET ASSETS AVAILABLE FOR BENEFITS TO FORM 5500
For financial reporting purposes, the Plan does not record an obligation
for accumulated benefits for individuals who have withdrawn from
participation in the Plan. Accumulated benefits payable for individuals who
have withdrawn from participation in the Plan as reported in Form 5500
aggregated $1,216,590 and $838,437 at December 31, 2000 and 1999,
respectively.
11. SUBSEQUENT EVENT - CHANGE IN TRUSTEE
Effective April 1, 2001, the Company appointed Charles Schwab and Co., Inc.
as the trustee and recordkeeper of the Plan. All assets of the Plan were
appropriately transferred to Charles Schwab and Co., Inc.
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MOORE NORTH AMERICA, INC. SAVINGS PLAN
LINE 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
- --------------------------------------------------------------------------------
(C)
DESCRIPTION OF INVESTMENT
(B) INCLUDING MATURITY DATE, RATE OF (E)
IDENTITY OF ISSUE, BORROWER, LESSOR INTEREST, COLLATERAL, PAR, OR (D) CURRENT
(A) OR SIMILAR PARTY MATURITY VALUE COST VALUE
Cash Cash *** $ 35,930
Aetna Life Insurance Co. Pooled separate account
Contract 14625 5.25%; evergreen *** 2,354,727
Metropolitan Life Insurance Co. Pooled separate account
Contract 24857 7.00%; evergreen *** 3,467,975
Commonwealth Insurance Guaranteed investment contract
Contract ADA0282ST 5.73%; due 03/29/2001 *** 2,121,406
Continental Assurance Co. Guaranteed investment contract
Contract 630-05613 5.38%; due 09/02/2003 *** 3,732,498
Continental Assurance Co. Guaranteed investment contract
Contract 25713-101 5.74%; evergreen *** 9,828,136
---------------- ---------------
Total guaranteed investment contracts *** 21,504,742
Moore Corporation, Ltd.
* common stock Company stock, 3,054,947 shares ** 15,586,977 9,652,988
* Frank Russell Trust Company All International Markets Fund
Bank commingled trust *** 9,726,051
* Frank Russell Trust Company Aggressive Balanced Fund
Bank commingled trust *** 26,729,336
* Frank Russell Trust Company Domestic Conservative Fund
Bank commingled trust *** 22,560,092
* Frank Russell Trust Company Domestic Diversified Fund
Bank commingled trust *** 67,513,536
* Frank Russell Trust Company Equity I Fund
Bank commingled trust *** 140,470,020
* Frank Russell Trust Company Equity II Fund
Bank commingled trust *** 20,992,862
* Frank Russell Trust Company Fixed Income I Fund
Bank commingled trust *** 4,073,318
* Frank Russell Trust Company Investment Contract Fund
Bank commingled trust *** 83,916,440
* Frank Russell Trust Company Short-term Investment Fund
Bank commingled trust *** 1,832,887
---------------- ---------------
Total investment funds *** 387,467,530
---------------- ---------------
Total plan investments *** 409,008,202
Participant notes receivable Interest rate range: 7.75% - 9.50% *** 7,505,590
---------------- ---------------
Total assets held for investment purposes *** $ 416,513,792
================ ===============
* Party-in-interest
** Amount includes cost of participant-directed investments.
*** Not required.
-14-
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
Moore North America, Inc., the administrator of the Moore North America, Inc.
Savings Plan, has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
MOORE NORTH AMERICA, INC. SAVINGS PLAN
By: Moore North America, Inc.
By: Lisa M. Palumbo
-------------------
Name: Lisa M. Palumbo
Title: Vice President & Secretary
Date: June 28, 2001
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EXHIBIT INDEX
Exhibit
No. Page
23 Consent of Pricewaterhouse Coopers LLP 17
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