SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended: December 31, 2004
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from _____________ to ________________
Commission File Number: 1-11024
A. Full title of plan and address of the plan if different from that of
the issuer named below:
CLARCOR 401(k) Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CLARCOR Inc.
840 Crescent Centre Drive
Suite 600
Franklin, TN 37067
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2004 AND 2003
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2004 AND 2003
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
CONTENTS
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
Horne LLP 3
BDO Seidman, LLP 4
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 5
Statements of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7-11
SUPPLEMENTAL SCHEDULE
Schedule of Assets (Held at End of Year) 12
CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS:
Horne LLP 14
BDO Seidman, LLP 15
Note: Supplemental schedules required by the Employee Retirement Income Security
Act of 1974 not included herein are deemed not applicable to the CLARCOR
401(k) Retirement Savings Plan.
2
(HORNE LLP LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Committee of the CLARCOR 401(k) Retirement Savings Plan
We have audited the accompanying statement of net assets available for
benefits of the CLARCOR 401(k) Retirement Savings Plan (the "Plan") as
of December 31, 2004, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2004.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 2004, and the changes in net assets
available for benefits for the year ended December 31, 2004, in
conformity with U.S. generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of
assets held at end of year as of December 31, 2004 is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ HORNE LLP
Nashville, Tennessee
June 10, 2005
3
[BDO LOGO] BDO Seidman, LLP 233 N. Michigan Ave., Suite 2500
Accountants and Consultants Chicago, Illinois 60601
Telephone: (312) 856-9100
Fax: (312) 856-1379
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Committee of the CLARCOR 401(k) Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the CLARCOR 401(k) Retirement Savings Plan as of December 31, 2003, and the
related statement of changes in net assets available for benefits for the year
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 audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2003, and the changes in net assets available for benefits for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.
/s/ BDO SEIDMAN, LLP
--------------------------
Chicago, Illinois
May 26, 2004
4
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 2003
------------ ------------ ------------
ASSETS
INVESTMENTS, at fair value
Common/collective trust $ 11,238,015 $ 21,591,076
Mutual funds 31,542,724 57,780,952
CLARCOR Inc. common stock fund 3,316,241 6,028,727
Participant loans 1,132,233 2,262,247
------------ ------------
Total investments 47,229,213 87,663,002
------------ ------------
RECEIVABLES
Employer contributions 39,105 --
Participant contributions 227,922 --
------------ ------------
Total Receivables 267,027
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 47,496,240 $ 87,663,002
============ ============
See accompanying notes to financial statements.
5
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2004 2003
----------------------- ------------ ------------
ADDITIONS
Investment income
Interest income from common/collective trust $ 425,779 $ 898,619
Dividend income from CLARCOR Inc. common stock fund 22,118 46,751
Interest income from participant loans 69,327 174,482
Dividend income from mutual funds 921,388 1,210,441
------------ ------------
Total interest and dividends 1,438,612 2,330,293
------------ ------------
Net appreciation in fair value of
Mutual funds 2,171,750 9,470,241
CLARCOR Inc. common stock fund 670,330 1,555,290
------------ ------------
Total net appreciation 2,842,080 11,025,531
------------ ------------
Total investment income 4,280,692 13,355,824
------------ ------------
Contributions
Employer 433,694 1,431,327
Participant 2,181,331 5,284,039
Rollover 448,062 224,493
Other additions 283 --
------------ ------------
Total contributions 3,063,370 6,939,859
------------ ------------
TOTAL ADDITIONS 7,344,062 20,295,683
------------ ------------
DEDUCTIONS
Benefits paid to participants 1,280,678 6,042,529
Transfers out to CLARCOR 401(k) Plan 46,227,506 --
Administrative fees 2,640 7,760
------------ ------------
TOTAL DEDUCTIONS 47,510,824 6,050,289
------------ ------------
NET INCREASE (DECREASE) (40,166,762) 14,245,394
NET ASSETS AVAILABLE FOR BENEFITS, at beginning of year 87,663,002 73,417,608
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, at end of year $ 47,496,240 $ 87,663,002
============ ============
See accompanying notes to financial statements.
6
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN The following brief description of the
CLARCOR Inc. (the "Company") 401(k)
Retirement Savings Plan (the "Plan") is
provided for general information purposes
only. Participants should refer to the
Summary Plan Description for a more complete
description of the Plan's provisions.
GENERAL The Plan is a defined contribution plan.
Effective January 1, 2004, the Plan was
restated and amended to cover only those
eligible employees who elected to continue
participation in the CLARCOR Inc. Pension
Plan. The Plan is subject to the provisions
of the Employee Retirement Income Security
Act of 1974 ("ERISA").
Each year, participants may contribute up to
50% of pretax annual compensation, as
defined in the Plan, up to the Internal
Revenue Code limitations. Participants may
also elect to make after-tax contributions
to the Plan up to 10% of the participant's
compensation, and may also contribute
amounts representing distributions from
other qualified defined benefit or defined
contribution plans. The Company contributes
50% of the first 3% of pretax compensation
that a participant contributes to the Plan.
PARTICIPANT ACCOUNTS Each participant's account is credited with
the participant's contribution and
allocations of the Company's contributions
and Plan earnings. Allocations are based on
participant account balances, as defined.
The only benefit to which a participant is
entitled is the benefit that can be provided
from the participant's vested account.
Participants direct the investment of their
contributions into various investment
options offered by the Plan. The Plan
currently offers a common/collective trust,
Company common stock and 11 mutual funds as
investment options for participants.
7
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
VESTING Participants are immediately vested in their
contributions, plus actual earnings thereon.
Vesting in the Company's contribution
portion of their accounts is based on years
of continuous service. A participant is
vested as follows:
Total years of service Vested Percentage
---------------------- -----------------
1 0%
2 0%
3 100%
PARTICIPANT LOANS Participants may borrow from their accounts
a minimum of $1,000 and participants may
have only one loan outstanding. Loans are
repaid through payroll deductions with
principal and interest being credited to the
participants' account balances. Loans may
not exceed the lesser of 50% of the
participant's vested balance or $50,000 and
loans are to be repaid over a period of time
not to exceed five years, unless used for
the purchase of a principal residence, in
which case the payback period may not exceed
15 years. The loans are secured by the
balance in the participant's account and
bear interest at the prime rate plus 2% at
the time of the loan.
PAYMENT OF BENEFITS Upon termination of service, death,
disability or retirement, participants, or
their beneficiaries, will receive lump-sum
benefit payments. Benefits paid are equal to
the value of the participant's vested
interest in his or her account.
Subject to certain provisions specified in
the Plan agreement, employed participants
may withdraw their after-tax contributions
and related earnings. Withdrawals from the
Plan may also be made upon circumstances of
financial hardship in accordance with
provisions specified in the Plan.
8
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FORFEITED ACCOUNTS Forfeitures are used to reduce future
Company contributions. Approximately $54,569
and $76,962 were used to reduce Company
contributions during 2004 and 2003,
respectively.
ADMINISTRATIVE EXPENSES The Company pays substantially all of the
Plan's administrative expenses.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
BASIS OF ACCOUNTING The financial statements of the Plan are
prepared under the accrual method of
accounting.
USE OF ESTIMATES The preparation of financial statements in
conformity with generally accepted
accounting principles requires Plan
management to make estimates and assumptions
that affect the reported amounts of net
assets available for benefits at the date of
the financial statements and the changes in
net assets available for benefits during the
reporting period and, when applicable,
disclosure of contingent assets and
liabilities at the date of the financial
statements. Actual results could differ from
those estimates.
RISKS AND UNCERTAINTIES The Plan provides for various investment
options in any combination of stocks, bonds,
fixed income securities, mutual funds and
other investment securities. Investment
securities are exposed to various risks,
such as interest rate, market valuation and
credit risks. Due to the level of risk
associated with certain investment
securities and the level of uncertainty
related to changes in the value of
investment securities, it is at least
reasonably possible that changes in risks
could materially affect participants'
account balances and the amounts reported in
the statement of net assets available for
benefits and the statement of changes in net
assets available for benefits. Individual
participants' accounts bear the risk of loss
resulting from fluctuations in fund values.
9
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
INVESTMENT VALUATION The Plan's investments are stated at fair
value. Quoted market prices are used to
value investments. Shares of mutual funds
and shares of the common/collective trust
are valued at the net asset value of shares
or units held by the Plan at year end. The
Company common stock fund is valued at the
year end unit closing price, based on the
quoted market price of the Company common
stock plus uninvested cash. Participant
loans are valued at cost which approximates
fair value.
PAYMENT OF BENEFITS Benefits are recorded when paid.
3. SIGNIFICANT INVESTMENTS The fair value of individual investments
that represent 5% or more of the Plan's net
assets are as follows:
December 31, 2004 2003
------------ ------------ ------------
CLARCOR Inc. common stock fund $ 3,316,241 $ 6,028,727
Vanguard 500 Index Fund 11,732,801 20,362,495
Vanguard U.S. Growth Fund * 4,689,615
Vanguard Intermediate Term
Investment Grade 2,418,378 *
Vanguard Wellington Fund 8,272,342 13,394,381
Vanguard Windsor II Fund 3,336,411 4,741,372
Vanguard Retirement Savings Trust 11,238,015 21,591,076
------------ ------------
* Value not greater than 5% of net assets.
4. RELATED-PARTY The Plan invests in shares of mutual funds
TRANSACTIONS managed by an affiliate of Vanguard
Fiduciary Trust Company. Vanguard Fiduciary
Trust Company acts as trustee for only those
investments as defined by the Plan.
Transactions in such investments qualify as
party-in-interest transactions which are
exempt from the prohibited transaction
rules.
CLARCOR Inc. common stock fund contains
shares of common stock issued by the
Company. The Company is the plan sponsor as
defined by the Plan and, therefore, these
transactions qualify as party-in-interest.
10
5. PLAN TERMINATION Although it has not expressed any intent to
do so, the Company has the right under the
Plan to discontinue its contributions at any
time and to terminate the Plan subject to
the provisions of ERISA. In the event of
Plan termination, participants will become
100% vested in their employer contributions.
6. TAX STATUS The Internal Revenue Service has determined
and informed the Company by a letter dated
April 8, 2002 that the Plan and related
trust is designed in accordance with
applicable sections of the Internal Revenue
Code ("IRC"). Although the Plan has been
amended since receiving the determination
letter, the Plan Administrator and the
Plan's tax counsel believe that the Plan is
designed and is currently being operated in
compliance with the applicable requirements
of the IRC.
11
SUPPLEMENTAL SCHEDULE
CLARCOR 401(k)
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN: 36-0922490
Plan Number: 009
Form 5500
December 31, 2004
------------ --------------
(e)
CURRENT
VALUE AT
(b) (c) (d) DECEMBER 31,
(a) IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST 2004
--- ------------------ ------------------------- ---- --------------
* CLARCOR INC. COMMON STOCK FUND COMPANY COMMON STOCK (a) $ 3,316,241
* VANGUARD RETIREMENT SAVINGS TRUST COMMON/COLLECTIVE TRUST (a) 11,238,015
* VANGUARD PRIME MONEY MARKET FUND MUTUAL FUND (a) 491,578
* VANGUARD EXPLORER FUND MUTUAL FUND (a) 905,851
* VANGUARD WELLINGTON FUND MUTUAL FUND (a) 8,272,342
* VANGUARD INTERMEDIATE TERM INVESTMENT GRADE MUTUAL FUND (a) 2,418,378
* VANGUARD INTERMEDIATE TERM TREASURY FUND MUTUAL FUND (a) 759,833
* VANGUARD 500 INDEX FUND MUTUAL FUND (a) 11,732,801
* VANGUARD WINDSOR II FUND MUTUAL FUND (a) 3,336,411
* VANGUARD U.S. GROWTH FUND MUTUAL FUND (a) 1,539,931
* VANGUARD INTERNATIONAL GROWTH FUND MUTUAL FUND (a) 1,027,693
* VANGUARD SMALL CAP INDEX FUND MUTUAL FUND (a) 376,400
* VANGUARD MID CAP INDEX FUND MUTUAL FUND (a) 681,506
* PARTICIPANT LOANS LOANS TO PARTICIPANTS -- 1,132,233
--------------
$ 47,229,213
==============
*Represents party-in-interest
(a) The cost of participant-directed investments is not required to be
disclosed.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
CLARCOR 401(k) Retirement Savings Plan
Dated: June 29, 2005 By: /s/ David J. Lindsay
David J. Lindsay
Chairman, CLARCOR Inc.
401(k) Plan Committee
as Plan Administrator
13
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23.1 Consent of Independent Registered Public Accounting Firms
23.1(a) Consent of Horne LLP
23.1(b) Consent of BDO Seidman, LLP