UNITED STATES
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
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended December 31, 2002
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 Wallace Incorporated
c/o Moore Executive Offices
One Canterbury Green
Stamford, Connecticut 06901
REQUIRED INFORMATION
Attached hereto are the Moore North America, Inc. Savings Plan audited financial
statements for the fiscal years ended December 31, 2002 and 2001, and
supplemental schedules for the fiscal year ended December 31, 2002. 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
Index to Financial Statements and Supplemental Schedule
December 31, 2002 and 2001
PAGE(S)
Independent Auditor's Report 1
Financial Statements:
Statements of Net Assets Available for Benefits,
as of December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2002 and 2001 3
Notes to the Financial Statements 4-10
Supplemental Schedule:
Schedule H: Line 4i - Assets (Held for Investment Purposes at
End of Year) 11
INDEPENDENT AUDITOR'S REPORT
To the Participants and Administrator of the
Moore North America, Inc. Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Moore North America, Inc. Savings Plan (the "Plan") as of December 31, 2002
and 2001, 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 auditing standards generally accepted
in the United States of America. 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001 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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets (Held
for Investment Purposes at End of Year) as of December 31, 2002, 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. Such supplemental schedule has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
Deloitte & Touche LLP
Stamford, Connecticut
June 25, 2003
1
Moore North America, Inc. Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
2002 2001
---- ----
ASSETS
Cash $ 8,080 $ 437,488
Plan investments at fair value (Notes 2, 3 and 4) 361,762,056 402,923,149
Participant loans 7,251,625 7,559,073
------------ ------------
Total investments 369,021,761 410,919,710
------------ ------------
Receivables:
Interest and dividends 131,677 121,288
Employer contributions 389,267 108,980
Participant contributions 293,625 295,052
------------ ------------
Total receivables 814,569 525,320
------------ ------------
Net assets available for benefits $369,836,330 $411,445,030
============ ============
The accompanying notes are an integral part of these financial statements.
2
Moore North America, Inc. Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2002 and 2001
- --------------------------------------------------------------------------------
ADDITIONS 2002 2001
---- ----
Investment income:
Interest and dividend income $ 5,355,293 $ 7,006,745
Net appreciation (depreciation) in fair value of investments (34,453,366) 13,828,998
------------- -------------
Total investment income (loss) (29,098,073) 20,835,743
------------- -------------
Contributions:
Employer 7,612,395 6,415,947
Participant 22,800,399 24,993,746
------------- -------------
Total contributions 30,412,794 31,409,693
------------- -------------
Total additions 1,314,721 52,245,436
------------- -------------
DEDUCTIONS
Benefits paid to participants 56,281,438 57,508,895
Trustee, recordkeeper, and investment management fees 73,026 392,487
Other administrative expenses -- 451,221
------------- -------------
Total deductions 56,354,464 58,352,603
------------- -------------
Net transfers to Plan (Note 1) 13,431,043 --
------------- -------------
Net decrease (41,608,700) (6,107,167)
Net assets available for benefits, beginning of year 411,445,030 417,552,197
------------- -------------
Net assets available for benefits, end of year $ 369,836,330 $ 411,445,030
============= =============
The accompanying notes are an integral part of these financial statements.
3
Moore North America, Inc. Savings Plan
Notes to the Financial Statements
- --------------------------------------------------------------------------------
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 Plan document.
Prior year balances on the financial statements have been reclassified to
conform with the current year format.
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 Wallace Incorporated. Effective
April 1, 2001, the assets of the Plan were transferred to and maintained by
the Charles Schwab Trust Company (the "Trustee"). Prior to this, the assets
of the Plan were maintained by The Frank Russell Trust Company (the "Former
Trustee"). In April 2002, assets of $17,490,325 were transferred into the
Plan from the Peak Technologies, Inc. 401(k) Retirement Plan. Additionally
in April 2002, assets of $4,059,282 were transferred out of the Plan
representing the remaining participant balances of the Phoenix Group, which
was sold during the Plan Year.
ELIGIBILITY
In order to become a Plan member ("participant"), an employee must have
attained age 21. There is currently no service requirement for
participation in the Plan.
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 50% of the participant's
annual compensation subject to Internal Revenue Code limitations. Effective
January 1, 2001, the Company makes basic employer matching contributions in
an amount equal to 50% of a participant's tax deferred contributions up to
a maximum of 6% of the participant's annual compensation after the
participant completes one year of eligible service (except as noted below).
Effective January 1, 2002, a participant who is a member of any of the
following groups of participants shall receive a matching contribution
equal to 75% of such participant's deferred compensation, but only salary
reductions up to 6% of payroll period compensation shall be considered:
(1) Participants who, as of June 30, 1997, were age 65 or older;
(2) Participants who, as of June 30, 1997, were age 50 or older and
had completed 10 or more Years of Service; or
(3) Participants who, as of June 30, 1997 were age 45 or older and had
completed 20 or more Years of Service, and who were employed by
Moore North America, Inc. (formerly known as "Moore U.S.A., Inc.")
on December 31, 1997.
4
Moore North America, Inc. Savings Plan
Notes to the Financial Statements (continued)
- --------------------------------------------------------------------------------
Effective January 1, 2002, the Recalculation of Basic Employer Matching
Contributions has been re-established back into the Plan. Therefore the
amount of Basic Employer Matching Contributions made to the Plan with
respect to each Plan Year on behalf of each Participant (i) who was an
Eligible Employee as of the December 31 occurring during such Plan Year, or
who died, first incurred a Disability, or effected Retirement during the
calendar year ending in such Plan Year; and (ii) on whose behalf Tax
Deferred Contributions were made equal to the maximum deferral limit under
Code Sec. 402(g) during such Plan Year, shall be equal to the lesser of (a)
50% (75% for grandfathered participants) of 6% (5% for employees of the
Peak Division) of such Participant's Compensation (compensation that is
eligible for the employer match) in such Plan Year, determined as of the
December 31 occurring in such Plan Year or (b) 50% (75% for grandfathered
participants) of the amount of Tax Deferred Contributions made (while
eligible for matching contributions) on behalf of such Participant during
the calendar year ending in such Plan Year.
Effective April 1, 2002, the Company makes basic employer matching
contributions for participant's of the Peak division in an amount equal to
50% of a participant's tax deferred contributions up to a maximum of 5% of
the participant's annual compensation after the participant completes six
months of eligible service.
Participants may also contribute amounts distributed from other qualified
defined benefit or defined contribution plans.
Participants of the Plan can change investment and contribution allocations
on a daily basis. Employer matching contributions are invested according to
the contribution allocation of a participant's tax deferred contributions.
VESTING
Effective January 1, 2001, participants, (except as noted below) are
immediately vested in the value of their accounts and the earnings thereon.
Additionally, participants are also immediately vested in the employer
matching contributions.
Effective January 1, 2001, a Peak division participant's interest in
his/her Peak Company Matching Contribution Account or Peak Company Prior
Profit Sharing Contribution Accounts shall be fully vested after five years
of continuous service.
FORFEITURES
Forfeitures are applied to reduce future employer contributions. For the
years ended December 31, 2002 and 2001, forfeitures were immaterial.
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 (except as noted
5
Moore North America, Inc. Savings Plan
Notes to the Financial Statements (continued)
- --------------------------------------------------------------------------------
below) as soon as practical after the valuation date. The payment will be
in cash. Participants with shares of Moore Wallace Incorporated common
stock allocated to their account, may elect to receive whole shares rather
than cash.
Effective April 1, 2002, distributions to terminated participants of the
Peak Division made prior to July 1, 2002, provided that the participant's
vested account balances under the plan exceeds $5,000, may be made, at the
election of the participant, in either a single lump sum or installment
payments over a period not to exceed the life expectancy of the participant
or the joint and last survivor expectancy of the participant and his/her
beneficiary. Distributions made to terminated participants or to
beneficiaries on or after July 1, 2002, shall be made only in a single lump
sum payment.
PARTICIPANT LOANS
Participants may borrow up to the lesser of (i) 50% of the vested value of
their account, or (ii) $50,000. The maximum loan amount may be reduced in
certain circumstances. Participants may only have one loan outstanding and
such loan shall be for a term of no more than five years with a fixed
interest rate as determined by the Plan.
INVESTMENT OPTIONS
During 2002 and 2001, all employee contributions, rollover contributions
and employer matching contributions made to the Plan were invested as
directed by the Plan participants in any or all of 13 investment fund
options. Participants may invest 100% of their account balance in any
investment fund. Prior to April 1, 2001, participants were limited to
investing 50% of their total account balance in the Moore Stock Fund.
As of December 31, 2002 and 2001, investment fund options were as follows
(fund descriptions are per each fund's prospectus):
Fund Description Objective
---------------- ---------
Charles Schwab Stable Value Fund Seeks to maintain principal
value and obtain consistent
income return by investing
primarily in guaranteed
investment contracts.
PIMCO Total Return Fund Seeks total return consistent
with preservation of capital by
investing in at least 65% of
assets in fixed income
securities.
Barclays Global Investors LP 2010 Fund Seeks total return for investors
retiring in approximately 2010
by investing in equities and
fixed income securities with
allocation becoming more
conservative as fund nears
maturation.
6
Moore North America, Inc. Savings Plan
Notes to the Financial Statements (continued)
- --------------------------------------------------------------------------------
INVESTMENT OPTIONS (CONTINUED)
Barclays Global Investors LP 2020 Fund Seeks total return for investors
retiring in approximately 2020
by investing in equities and
fixed income securities with
allocation becoming more
conservative as fund nears
maturation.
Barclays Global Investors LP 2030 Fund Seeks total return for investors
retiring in approximately 2030
by investing in equities and
fixed income securities with
allocation becoming more
conservative as fund nears
maturation.
Selected American Fund Seeks growth of capital and
income by investing primarily in
companies with market
capitalization greater than $1
billion as well as fixed-income
and short-term securities.
Dreyfus Appreciation Fund Seeks long-term growth
consistent with preservation of
capital and low portfolio
turnover by investing primarily
in equities.
Schwab S&P 500 Fund Seeks total return by investing
in at least 80% of the stocks
that compose the S&P 500 Index.
Growth Fund of America Fund Seeks capital growth by
investing principally in
equities.
Schwab Small Cap Index Fund Seeks total return by investing
in companies that compose at
least 80% of the Russell 2000
Index.
EuroPacific Growth Fund Seeks long-term growth by
investing at least 65% of its
assets in securities domiciled
in Europe or the Pacific Basin.
Moore Stock Fund Consists primarily of Moore
Wallace Incorporated common
stock.
Personal Choice Retirement Account Consists of participant
self-directed brokerage
accounts.
7
ADMINISTRATIVE EXPENSES
Trustee and investment management fees, recordkeeper fees and other
administrative expenses of the Plan are borne by the Plan.
PROVISIONS OF THE ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001
(EGTRRA)
Effective January 1, 2002, the Plan was amended to be in compliance with
the provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"). The amendment addresses: Limitations on contributions,
increase in the compensation limits, modification of top-heavy rules,
direct rollovers of plan distributions, rollovers from other plans, repeal
of multiple use test, catch-up contributions, suspension period following
hardship withdrawal of after-tax employee contributions, and distribution
upon severance from employment.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
The accounts of the Plan are maintained on the accrual basis of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
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. Benefit responsive guaranteed investment contracts are
stated at cost which approximates fair value. Participant loans are also
valued at cost which approximates fair value.
"Net appreciation (depreciation) in fair value of investments" presented in
the Statements of Changes in Net Assets Available for Benefits consists of
the realized gains (losses) and the unrealized gains (losses) on the
investments.
Interest is recorded as earned on an accrual basis and dividend income is
recorded on the ex-dividend date.
PLAN DISTRIBUTIONS
Benefits payments are recorded upon distribution. 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 net assets available for benefit and changes therein. Actual
results could differ from those estimates.
8
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 could materially affect participants'
account balances and the amounts reported in the Statements of Net Assets
Available for Benefits and the Statements of Changes in Net Assets
Available for Benefits.
3. GUARANTEED INVESTMENT CONTRACTS
At December 31, 2002 and 2001, the Stable Value Fund includes various
benefit responsive guaranteed investment contracts that are valued at
contract value that approximates fair market value as reported by the
Trustee. These investment contracts are maintained by the Stable Value Fund
and units are allocated to the Plan based on its allocable portion of the
Stable Value Fund.
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.
4. INVESTMENTS
The individual investments that exceed five percent of the Plan's net
assets as of December 31, 2002 and 2001, are as follows:
2002 2001
---- ----
Moore Stock Fund Company stock $ 49,770,225 $ 63,122,396
Charles Schwab Stable Value Fund Bank commingled trust 105,634,395 92,627,567
PIMCO Total Return Fund Registered investment company 39,967,356 31,672,212
Barclays Global Investors LP 2020 Fund Registered investment company 34,221,670 46,218,570
Dreyfus Appreciation Fund Registered investment company 64,754,231 90,248,148
5. RELATED PARTY TRANSACTIONS
Included in Plan assets at December 31, 2002 and 2001, are 5,126,433 and
5,929,988 shares, respectively, of common stock of Moore Corporation
Limited, the parent of the Company. As of December 31, 2002 and 2001, the
stock had an original cost of $42,980,495 and $37,513,232, respectively,
and a market value of $46,650,540 and $56,334,886, respectively.
Certain Plan investments are shares of the commingled employee benefit
funds managed by the Trustee (and prior to April 1, 2001, the Former
Trustee) and qualify as party-in-interest transactions as defined by ERISA.
Fees paid by the Plan for trustee and investment management services
amounted to $73,026 and $52,681 for the years ended December 31, 2002 and
2001 respectively.
9
Moore North America, Inc. Savings Plan
Notes to the Financial Statements (continued)
- --------------------------------------------------------------------------------
These transactions are allowable party-in-interest transactions under ERISA
and the regulations promulgated thereunder.
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 accounts.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated April 27, 1995 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
The Plan has been amended and is being restated since receiving such
determination letter. However, the plan administrator and the Plan's tax
counsel believe that the Plan is designed and currently being operated in
compliance with all applicable requirements of the IRC.
10
Moore North America, Inc. Savings Plan
Schedule H: Part IV Line 4i - Assets (Held for Investment Purposes at End of
Year)
- --------------------------------------------------------------------------------
December 31, 2002
(D)
(B) (C) CURRENT
(A) IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT VALUE
- --- ------------------ ------------------------- -----
Cash -- $ 8,080
* Moore Corporation Limited Moore Corporation Limited stock, 49,770,225
5,126,433 common shares
* Charles Schwab Trust Company Charles Schwab Stable Value Fund 105,634,395
Bank commingled trust
* Charles Schwab Trust Company PIMCO Total Return Fund 39,967,356
Registered Investment Company
* Charles Schwab Trust Company Barclays Global Investors LP 2010 Fund 13,189,664
Registered Investment Company
* Charles Schwab Trust Company Barclays Global Investors LP 2020 Fund 34,221,670
Registered Investment Company
* Charles Schwab Trust Company Barclays Global Investors LP 2030 Fund 12,491,030
Registered Investment Company
* Charles Schwab Trust Company Selected American Fund 4,603,312
Registered Investment Company
* Charles Schwab Trust Company Dreyfus Appreciation I Fund 64,754,231
Registered Investment Company
* Charles Schwab Trust Company Schwab S&P 500 Fund 2,469,037
Registered Investment Company
* Charles Schwab Trust Company Growth Fund of America Fund 8,562,761
Registered Investment Company
* Charles Schwab Trust Company Schwab Small Cap Index Fund 14,130,006
Registered Investment Company
* Charles Schwab Trust Company Europacific Growth Fund 8,751,541
Registered Investment Company
* Charles Schwab Trust Company Personal Choice Retirement Account 3,216,828
Self-Directed Brokerage Accounts ------------
Total investment funds 361,770,136
Participant loans Interest rate range: 4.25%-10.50% 7,251,625
------------
Total assets held for investment purposes $369,021,761
============
* Party-in-interest
11
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: /s/ Mark S. Hiltwein
---------------------------------
Name: Mark S. Hiltwein
Title: Executive Vice President and
Chief Financial Officer
Date: June 27, 2003
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED
STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of Moore Wallace Incorporated (formerly Moore Corporation
Limited), a corporation continued under the laws of Canada, hereby certifies, to
such officer's knowledge, that:
The Annual Report on Form 11-K for the Moore North America Inc. Savings
Plan (the "Plan") for the year ended December 31, 2002 (the "Report") fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Plan.
Dated: June 27, 2003 /s/ Mark A. Angelson
---------------------------------
Name: Mark A. Angelson
Title: Chief Executive Officer
The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of the Report
or as a separate disclosure document.
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED
STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of Moore Wallace Incorporated (formerly Moore Corporation
Limited), a corporation continued under the laws of Canada, hereby certifies, to
such officer's knowledge, that:
The Annual Report on Form 11-K for the Moore North America Inc. Savings
Plan (the "Plan") for the year ended December 31, 2002 (the "Report") fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Plan.
Dated: June 27, 2003 /s/ Mark S. Hiltwein
-----------------------------------
Name: Mark S. Hiltwein
Title: Executive Vice President and
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of the Report
or as a separate disclosure document.