U.
S. SECURITIES AND EXCHANGE COMMISSION
|
WASHINGTON,
D. C. 20549
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|
FORM
11-K
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[
X
] ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE
ACT OF 1934
|
For
the fiscal year ended December 31, 2007
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OR
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[
] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE
SECURITIES AND EXCHANGE ACT OF 1934
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For
the transition period from _______ to _______
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|
Commission
file number 1-3203
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|
CHESAPEAKE
CORPORATION RETIREMENT
AND
401(K) SAVINGS PLAN
|
(Full
title of the plan and the address of the plan if different
from
that of the issuer named below)
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|
CHESAPEAKE
CORPORATION
1021
East Cary Street
Richmond,
Virginia 23219
|
(Name
of issuer of the securities held pursuant to the plan
and
the address of its principal executive
office)
|
REQUIRED
INFORMATION
The
Chesapeake Corporation Retirement and 401(K) Savings Plan is subject to the
requirements of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Attached hereto are the financial statements of the
Chesapeake Corporation Retirement and 401(K) Savings Plan for the fiscal year
ended December 31, 2007, prepared in accordance with the financial reporting
requirements of ERISA.
CHESAPEAKE
CORPORATION
RETIREMENT
AND 401(K) SAVINGS PLAN
FOR
THE YEAR ENDED DECEMBER 31, 2007
INDEX
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Page
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Report
of Independent Registered Public Accounting Firms . . . . . . . . . . . .
. . . . . . . . .
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1-2
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Financial
Statements:
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Statements
of Net Assets Available for Benefits
at
December 31, 2007 and December 31, 2006 . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
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3
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Statement
of Changes in Net Assets Available for Benefits for
the
Year Ended December 31, 2007 and December 31, 2006 . . . . . . . . . . . .
. . . . ..
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4
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Notes
to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
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5-12
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Supplemental
Schedules*:
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Schedule
of Assets (Held at End of Year) at December 31, 2007
and
December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .. . . .
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13-16
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Signatures
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
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17
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Exhibit
Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
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18
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* All
other schedules required by Section 2520.103-10 of 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 they are not
applicable.
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Plan Administrator
Chesapeake
Corporation Retirement and 401(k) Savings Plan
Richmond,
Virginia
We have
audited the accompanying statements of net assets available for benefits of the
Chesapeake Corporation Retirement and 401(k) Savings Plan (Plan) as of December
31, 2007, 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. The Plan
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also 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, 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, 2007, 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.
Our audit
was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule of assets held at end of
year is presented for purposes 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 audit 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/ PKF Witt Mares,
PLC
PKF Witt Mares, PLC
Richmond,
Virginia
June 16,
2008
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Participants and Administrator of the
Chesapeake
Corporation Retirement And 401k Savings Plan
Richmond,
Virginia
We have
audited the accompanying statement of net assets available for benefits of
Chesapeake Corporation Retirement And 401k Savings Plan as of December 31, 2006,
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 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 Chesapeake
Corporation Retirement And 401k Savings Plan as of December 31, 2006, 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.
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 year
end) as of the year ended December 31, 2006, 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 United States
Department of Labor 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 audit 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.
/s/
MCGLADREY & PULLEN, LLP
MCGLADREY
& PULLEN, LLP
Richmond,
Virginia
June 28,
2007
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
December
31, 2007 and December 31, 2006
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2007
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2006
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Assets:
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Investments
at fair value (Notes 2 and 4)
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$
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20,877,602
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$
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20,291,315
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Receivables:
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|
|
|
|
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Employer
contributions ( Note 1)
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|
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340,311
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|
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328,469
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|
|
|
|
|
|
|
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Total
assets
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$
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21,217,913
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|
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$
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20,619,784
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|
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|
|
|
|
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Net
assets available for benefits
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$
|
21,217,913
|
|
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$
|
20,619,784
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The
accompanying notes are an integral part of the financial
statements.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For
the year ended December 31, 2007 and December 31, 2006
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2007
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2006
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Additions
to net assets:
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Investment
income:
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Interest
and dividends
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$
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1,708,931
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$
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1,036,136
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Net
(depreciation) appreciation in fair value of investments
(Notes
2 and 4)
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(1,102,121
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)
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1,318,688
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|
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606,810
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2,354,824
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Contributions
(Note 1):
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Employees
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419,867
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382,706
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Rollovers
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161,791
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26,222
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Employer
|
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560,216
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509,286
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|
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1,141,874
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918,214
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Total
additions
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1,748,684
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|
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3,273,038
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Deductions
from net assets:
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Distributions
to participants (Note 1)
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1,150,555
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3,936,849
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Net
increase (decrease) before plan transfers
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598,129
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(663,811
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)
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Plan
transfers (Note 6)
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-
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919,823
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|
|
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Net
increase
|
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598,129
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|
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256,012
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Net
assets available for benefits, beginning of year
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|
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20,619,784
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|
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20,363,772
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Net
assets available for benefits, end of year
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$
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21,217,913
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|
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$
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20,619,784
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|
The
accompanying notes are an integral part of the financial
statements.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
NOTES
TO FINANCIAL STATEMENTS
1. Description
of Plan:
General
The
Chesapeake Corporation Retirement and 401(k) Savings Plan (the "Plan") covers
certain employees of Chesapeake Corporation ("Chesapeake" or the "Employer") as
described in the Plan document.
Effective
January 1, 2005 Mercer Trust Company ("Mercer") assumed the trustee
responsibilities for the Plan for Putnum Investments.
The Plan
is a defined contribution plan and is subject to certain provisions of the
Employee Retirement Income Security Act of 1974
("ERISA"). Information regarding Plan benefits, priority of
distributions upon termination of the Plan, allocation of Plan investment
earnings, disposition of forfeitures, and vesting is provided in the Plan
document which is available at the main office of the Plan administrator at 1021
East Cary Street, Richmond, Virginia 23219.
Effective
January 1, 2006 the Chesapeake Corporation 401(k) Savings Plan for Hourly
Employees (the "Hourly Plan") was merged with and into the Plan, at which time
all participants in the Hourly Plan became participants in the Plan (the
"Merger"). The investment options under the Hourly Plan are the same
as the investment options under the Plan; therefore, participant accounts that
were transferred into the Plan maintained the same investments as under the
Hourly Plan.
Effective
January 1, 2006 the Plan was renamed the Chesapeake Corporation Retirement and
401(k) Savings Plan.
Employee
Contributions
Participants
are automatically enrolled to defer 2% of annual before-tax
compensation. The Plan also provides for automatic increases of 1%
per year. A participant may elect to defer receipt of 2% to 100% of
annual before-tax compensation, in increments of 1% into the
Plan. Elective deferral contributions may not exceed statutory limits
($15,500 in 2007 and $15,000 in 2006) per participant in any taxable year.
Participants may also contribute to the Plan amounts representing distributions
from other qualified defined contribution plans. Participants direct the
investment of their contributions into various investment options offered by the
Plan. Participants may discontinue their election to contribute at
any time.
Beginning
in 2002, employees who reached age 50 by the Plan year end were allowed to
contribute an additional $1,000 to their Plan account. The additional
contribution allowed has increased $1,000 per year through 2006. As
of December 31, 2007 and 2006, total additional contributions allowed were
$5,000 and $5,000, respectively therefore, increasing the adjusted statutory
limits for these employees to $20,500 in 2007 and $20,000 in 2006.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
NOTES
TO FINANCIAL STATEMENTS, Continued
1. Description
of Plan, continued:
Employer
Contributions
The Plan
provides for a matching employer contribution each Plan year in an amount equal
to 100% of the first 3% and 50% of the next 2% of each participant's
compensation that the participant elects to contribute to the Plan as an
elective deferral contribution for the Plan year. In addition, the
Plan provides for a basic non-elective employer contribution which equals 5% of
the participant's compensation for a salaried employee and 2.5% for an hourly
employee. However, if on December 31, 2005, the participant was a
participant in the Chesapeake Corporation Retirement Plan for Salaried
Employees, was a salaried employee, had completed at least five years of
service, had attained at least age 45, and was not a participant in the
Chesapeake Corporation Executive Supplemental Retirement Plan during the Plan
year then the basic non-elective contribution equals 7.5% of the participant
compensation. The matching contributions are credited to participant
accounts and invested in accordance with the participants' investment elections.
Matching contributions for highly compensated participants are limited by the
Internal Revenue Code as described in the Plan document. Chesapeake
may make contributions on behalf of specified participants, regardless of
whether the participants make elective deferral contributions, as non-elective
contributions. At December 31, 2007 and 2006 there were $340,311 and
$328,469, respectively in employer contributions due to the Plan as a result of
the basic non-elective contribution.
Discretionary
Contributions
The
Employer may make discretionary contributions in cash or Chesapeake stock as the
Board of Directors or the Executive Compensation Committee of the Board may
determine. No such discretionary contributions were made in 2007 or
2006.
Participant
Accounts
Each
participant's account is credited with the participant's contribution and
allocations of (a) the Employer's contribution and (b) Plan
earnings. Allocations are based on participant 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 fully and immediately vested in all employee
contributions. Participants are immediately vested in employer
matching contributions. In addition, participants are generally
vested in the basic non-elective contribution and any discretionary
contributions 20% per year over a five year period, such that a participant is
100% vested after five years of credited service. Employer matching
contributions prior to January 1, 2006 for certain salaried employees are
subject to the same vesting schedule.
CHESAPEAKE CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED
EMPLOYEES)
NOTES
TO FINANCIAL STATEMENTS, Continued
1. Description
of Plan, continued:
Participant
Loans
Employees
that are participants may borrow from the vested portion of their fund accounts
a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the
non-forfeitable portion of their account balance. Loan terms range
from 1-5 years or up to 10 years for the purchase of a primary
residence. The loans are collateralized by the balance in the
participant's account and bear interest at a rate equal to the prime lending
rate plus one percent at the date of origination of the loan, as determined
monthly by the Plan administrator. Repayment of loans (which includes
principal and interest) is amortized in level payments, made no less frequently
than quarterly. Loan repayments are generally made through payroll
deductions on each paycheck. Loans generally become due and payable
in full once a participant terminates employment. The loans are
subject to certain restrictions as defined in the Plan document and applicable
restrictions under the Internal Revenue Code. At December 31, 2007
and 2006 interest rates on outstanding loans ranged from 5.00% to 9.25%
.
Distributions
Benefits
under the Plan become distributable upon termination of employment, upon early
retirement, on or after normal retirement, or upon death or
disability. Benefit payments are made to the participant as a
lump-sum distribution or installment payment. If the present value of
the benefit to be received is less than $1,000, a lump-sum distribution is
required.
Forfeitures
Termination
of employment for reasons other than retirement, disability or death generally
results in forfeiture of the non-vested portion of a participant's
account. Forfeitures are held in the Plan and serve to reduce future
employer contributions under certain conditions described in the Plan
document. The balances of forfeited nonvested accounts were $29 and
$31 at December 31, 2007 and December 31, 2006,
respectively. Forfeitures in the amounts of $4,222 and $21,876 were
used to reduce employer contributions in 2007 and 2006,
respectively.
Plan
Expenses
Fees of
investment managers or expenses incurred in connection with the purchase or
transfer of Chesapeake Corporation common stock, if any, are borne by
participants who select such investments and are netted against investment
income. All other expenses associated with the administration of the
Plan are paid by Chesapeake.
2. Summary
of Significant Accounting Policies:
Basis of
Accounting
The
accompanying financial statements of the Plan have been prepared on the accrual
basis in conformity with accounting principles generally accepted in the United
States of America.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
NOTES
TO FINANCIAL STATEMENTS, Continued
2. Summary
of Significant Accounting Policies, continued
Investment Valuation and
Income
Investments
are stated at fair value determined as follows:
Mutual
and money market funds
|
-
Quoted market value
|
Common
and collective trusts
|
-
Information reported by the investment advisor
|
Chesapeake
common stock
|
-
Last published year-end sale price on the
New York Stock Exchange
|
Loans
to participants
|
-
Balances due which approximate fair
value
|
Purchases
and sales of securities are recorded on a trade-date
basis. Investment income is recorded as earned. Dividend
income is recorded on the ex-dividend date. The Plan presents in the
Statement of Changes in Net Assets Available for Benefits the "net appreciation
in fair value of investments" which consists of the realized gains and losses
and the change in unrealized appreciation (depreciation) on those
investments.
Distributions to
Participants
Distributions
are recorded when paid.
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 financial statements and related
disclosures. Actual results could differ from those
estimates.
As
described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1
and SOP 94-4-1,
Reporting of
Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans (
the FSP), investment contracts held
by a defined-contribution plan are required to be reported at fair
value. However, contract value is the relevant measurement attribute
for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment
contracts because contact value is the amount participants would receive if they
were to initiate permitted transactions under the terms of the
plan. The plan invests in investment contracts through a collective
trust. Because contract value approximates fair value, the Statements
of Net Assets Available for Benefits present the contract value of the
investment in the collective trust and do not show an adjustment of the
investment in the collective trust from fair value to contract value relating to
the investment contracts. The Statement of Changes in Net Assets
Available for Benefits is prepared on a contract value basis.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
NOTES
TO FINANCIAL STATEMENTS, Continued
3. Plan
Termination:
While
Chesapeake has not expressed any intent to discontinue its contributions,
continuance is not assumed as a contractual obligation and any such
discontinuance is subject to the provisions of ERISA. In the event
such discontinuance results in the termination of the Plan, the Plan provides
that each participant shall be fully vested in his or her account and payment of
such amounts will be made by the Trustee as directed by the Plan
Committee.
4. Investments:
Individual
investments that represent 5% or more of the Plan's net assets available for
benefits are as follows:
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Investments
at fair value as determined by quoted market price:
|
|
|
|
|
|
|
|
|
Growth
funds
|
|
|
|
|
|
|
|
|
Putnam
Growth Opportunities Fund (128,067and 139,291 shares,
respectively)
|
|
$
|
1,977,358
|
|
|
$
|
2,036,431
|
|
Growth
and Income funds
|
|
|
|
|
|
|
|
|
Dodge
and Cox Stock Fund (51,157 and 52,078 shares,
respectively)
|
|
|
7,072,910
|
|
|
|
7,991,827
|
|
Neuberger
& Berman Genesis Trust (35,985 and 38,941 shares,
respectively)
|
|
|
1,773,339
|
|
|
|
1,858,648
|
|
Value
funds
|
|
|
|
|
|
|
|
|
Harbor
International Fund Investor Shares (15,690 and 10,212
shares,
|
|
|
1,109,761
|
|
|
|
628,844
|
*
|
respectively)
|
|
|
|
|
|
|
|
|
Income
funds
|
|
|
|
|
|
|
|
|
PIMCO
Total Return Fund (186,556 and 172,973 shares,
respectively)
|
|
|
1,994,287
|
|
|
|
1,795,461
|
|
Capital
Preservation funds
|
|
|
|
|
|
|
|
|
Putnam
Stable Value Fund (2,065,689 and 1,599,825 shares,
respectively)
|
|
|
2,065,689
|
|
|
|
1,599,825
|
|
|
|
|
|
|
|
|
|
|
*Amount
was not greater than 5% in year indicated.
|
|
|
|
|
|
|
|
|
During
2007 and 2006, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
(depreciated) appreciated in value as follows:
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
(489,652
|
)
|
|
$
|
1,256,625
|
|
Common
and collective trusts
|
|
|
24,681
|
|
|
|
68,272
|
|
Common
stock
|
|
|
(637,150
|
)
|
|
|
(6,209
|
)
|
|
|
|
|
|
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
|
(1,102,121
|
)
|
|
$
|
1,318,688
|
|
Certain
prior year amounts reported above have been reclassified to conform with current
year presentation. Net appreciation in fair value of investments is
unchanged due to these reclassifications.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
NOTES
TO FINANCIAL STATEMENTS, Continued
5. Tax
Status:
The Plan
obtained its latest determination letter on November 21, 2003, in which the
Internal Revenue Service stated that the Plan, as designed, was in compliance
with the applicable requirements of the Internal Revenue Code (the
“Code”). Although the Plan has been amended since receiving the
determination letter, the Plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Code.
6. Plan
Transfers:
On
December 30, 2005 investments of $917,862 were transferred into the
Plan. As the Merger did not occur until January 1, 2006, the Plan
recorded a liability to the Hourly Plan for this amount at December 30,
2005. Additionally, there was $1,961 in receivables recorded on the
Hourly Plan Statement of Net Assets Available for Benefits at December 30,
2005. The transfer of investments and receivables has been recognized
within the Statement of Changes in Net Assets Available for Benefits for the
year ended December 31, 2006. (See Note 8, Reconciliation of
Financial Statements to Form 5500).
7. Party-in-Interest
Transactions:
Certain
Plan investments are shares of mutual funds, money market funds, and common and
collective trusts managed by Mercer and/or Putnam
Investments. Purchases of Mercer and/or Putnam Investments of 708,442
shares in 2007 and 207,716 shares in 2006 totaled $1,374,379 and $589,767,
respectively. Sales of Mercer and/or Putnam Investments of 245,560
shares in 2007 and 1,224,736 shares in 2006 totaled $711,716 and $2,191,646,
respectively. Certain Plan investments are shares of Chesapeake
Corporation common stock. Purchases of Chesapeake Corporation common
stock of 6,994 shares in 2007 and 5,846 shares in 2006 totaled $88,932 and
$85,826, respectively. Sales of Chesapeake Corporation common stock
of 5,351 shares in 2007 and 10,884 shares in 2006 totaled $76,387 and $163,027,
respectively. These transactions qualify as party-in-interest
transactions that are allowable under ERISA.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
NOTES
TO FINANCIAL STATEMENTS, Continued
8. Reconciliation
of Financial Statements to Form 5500:
As a
result of the transfer of Plan assets in advance of the Merger, certain amounts
were recorded differently in the financial statements than in the Form
5500. The following is a reconciliation of Distributions to
participants per the financial statements to Form 5500:
|
|
2007
|
|
|
|
|
|
Distributions
to participants per financial statements
|
|
$
|
1,150,555
|
|
Interest
on deemed distributions
|
|
|
(253
|
)
|
|
|
|
|
|
Distributions
to participants per Form 5500
|
|
$
|
1,150,302
|
|
The
following is a reconciliation of Plan transfers per the financial statements to
Form 5500:
|
|
2006
|
|
|
|
|
|
Plan
transfers per financial statements
|
|
$
|
919,823
|
|
Transfer
of investment from Hourly Plan
|
|
|
(917,862
|
)
|
Transfer
of employer contributions from Hourly Plan
|
|
|
(1,013
|
)
|
Transfer
of employee contributions from Hourly Plan
|
|
|
(948
|
)
|
|
|
|
|
|
Plan
transfers per Form 5500
|
|
|
-
|
|
9. Risks
and Uncertainties:
The Plan
provides for various mutual fund investment options in stocks, bonds, money
market, and fixed income securities, common and collective trusts, and as a
direct Chesapeake common stock investment. Investments are exposed to
various risks, such as interest rate, market and credit. 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
reasonably possible that changes in values of investment securities will occur
in the near term and that such changes could materially affect participants'
account balances and the amounts reported in the Statements of Net Assets
Available for Benefits.
10. Plan
Amendments:
Effective
January 1, 2006 the Plan was amended as follows:
·
|
To
include an annual non-elective Employer contribution based on total
compensation (base and annual bonus) of 2.5% for hourly employees and 5.0%
for salaried employees.
|
·
|
To
increase the Employer match to 100% of the first 3% of pay contributed and
50% of the next 2% of pay contributed (a maximum Employer match of 4% of
pay).
|
·
|
To
include an additional annual non-elective Employer contribution of 2.5% of
total compensation to the Plan for approximately 15 salaried employees who
were at least age 45 as of December 31, 2005, had at least five years of
service and were a participant in the Employers’ pension
plans.
|
·
|
Vesting
was accelerated on January 1, 2006 for anyone who was a participant in the
Plan or the Hourly Plan on December 31, 2005, and future Employer matching
contributions are immediately vested with the exception of the
non-elective Employer contribution (2.5% for hourly employees and 5% or
7.5% for salaried employees) which has a five year graded vesting
period.
|
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
NOTES
TO FINANCIAL STATEMENTS, Continued
11. New
Accounting Pronouncements:
In
September 2006, the FASB issued Statement of financial Accounting Standards
(SFAS) No. 157 “fair Value Measurements” (SFAS 157”). SFAS 157
defines fair value, establishes a framework for measuring fair value and expands
disclosure about fair value measurements. It applies to other
pronouncements that require or permit fair value but does not require any new
fair value measurements. The statement defines fair value as “the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement
date. “SFAS 157, as it relates to financial assets and liabilities,
is effective for the Company beginning January 1, 2008.
In
February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement
No. 157” (“FSP FAS 157-2”), which permits a one-year deferral of the application
of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually).
The
Company will adopt SFAS 157 and FSP FAS 157-2 effective January 1,
2008. Accordingly, the provisions of SFAS 157 will not be applied to
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis, until January 1, 2009. The Company is currently analyzing the
impact of SFAS 157 on the Plan’s financial statements.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
SCHEDULE
H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2007
(a)
Parties-In-Interest
|
(b)
Identity of Issue, Borrower, Lessor or Similar Party
|
(c)
Description of Investment Including Maturity Date, Rate of Interest, Par,
Collateral or Maturity Value
|
**
(d)
Cost
|
(e)
Current Value
|
|
|
|
|
|
|
PIMCO
Total Return Fund
|
Targets
intermediate-maturity fixed-income securities for all major sectors of the
bond market
|
-
|
$1,994,287
|
|
Dodge
& Cox Stock Fund
|
Invests
primarily in a broadly diversified portfolio of common stocks
|
-
|
7,072,910
|
|
Franklin
Small-Mid Cap Growth Fund
|
Invests
primarily in stocks of small companies with market-cap values of less than
$1.5 billion, similar in size to those in the Russell 2000
Index
|
-
|
795,512
|
|
Neuberger
& Berman Genesis Trust
|
Invests
primarily in common stocks of companies with market capitalization of less
than $1.5 billion at the time of purchase
|
-
|
1,773,339
|
*
|
Putnam
Growth Opportunities Fund
|
Invests
mainly in stocks of very large, highly competitive growth
companies
|
-
|
1,977,358
|
*
|
Putnam
S&P 500 Index Fund
|
Invests
in common-stock securities, that seeks to approximate the performance of
the S&P 500
|
-
|
488,129
|
*
|
Putnam
International Equity Fund
|
Invests
mainly in stocks of companies located outside the United
States
|
-
|
566,030
|
*
|
Putnam
Stable Value Fund
|
Invests
primarily in high-quality, fixed-income investments
|
-
|
2,065,689
|
*
|
George
Putnam Fund of Boston
|
Seeks
a balance of capital growth and current income by investing in a
well-diversified portfolio composed mostly of stocks and corporate and
U.S. government bonds
|
-
|
127,609
|
|
Harbor
International Fund Investor Shares
|
Invests
primarily in equity securities, principally common and preferred stocks of
foreign companies.
|
-
|
1,109,761
|
|
Vanguard
Prime Money Market Fund
|
Invests
in short-term, high-quality money market instruments issued by financial
institutions, nonfinancial institutions, the U.S. government, and federal
agencies
|
-
|
558,403
|
|
Growth
Fund of America
|
Invests
in a diversified portfolio of common stocks, convertibles, preferred
stocks, US government securities, bonds and cash.
|
-
|
361,866
|
|
Dodge
& Cox Balanced Fund
|
Seeks
regular income, conservation of principal and an opportunity for long-term
growth of principal and income.
|
-
|
1,035,034
|
|
Vanguard
500 Index Fund
|
Targets
long-term growth of capital and income from dividends.
|
-
|
278,132
|
*
|
Common
Stock Chesapeake Corporation
|
Corporate
common stock, $1 par value
|
-
|
286,293
|
*
|
Loans
to Participants of the Plan
|
Interest
rates range from 5.00% to 9.25%; loans are amortized in level payments
with current terms ranging from 2 to 5 years
|
-
|
83,643
|
* Indicates
party-in-interest
** Cost
is not required for participant-directed investments.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
SCHEDULE
H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2007, continued
(a)
Parties-In-Interest
|
(b)
Identity of Issue, Borrower, Lessor or Similar Party
|
(c)
Description of Investment Including Maturity Date, Rate of Interest, Par,
Collateral or Maturity Value
|
**
(d)
Cost
|
(e)
Current Value
|
|
|
|
|
|
*
|
Putnam
Retirementready 2010 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
|
31,430
|
*
|
Putnam
Retirementready 2015 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
29,375
|
*
|
Putnam
Retirementready 2020 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
18,637
|
*
|
Putnam
Retirementready 2025 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
61,969
|
*
|
Putnam
Retirementready 2030 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
36,902
|
*
|
Putnam
Retirementready 2035 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
|
49,016
|
*
|
Putnam
Retirementready 2040 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
35,615
|
*
|
Putnam
Retirementready 2045 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
4,910
|
*
|
Putnam
Retirementready 2050 Fund, Class A
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
35,753
|
|
|
Total
|
|
$20,877,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Indicates
party-in-interest
** Cost
is not required for participant-directed investments.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
SCHEDULE
H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2006
(a)
Parties-In-Interest
|
(b)
Identity of Issue, Borrower, Lessor or Similar Party
|
(c)
Description of Investment Including Maturity Date, Rate of Interest, Par,
Collateral or Maturity Value
|
**
(d)
Cost
|
(e)
Current Value
|
|
|
|
|
|
|
PIMCO
Total Return Fund
|
Targets
intermediate-maturity fixed-income securities for all major sectors of the
bond market
|
-
|
$1,795,461
|
|
Dodge
& Cox Stock Fund
|
Invests
primarily in a broadly diversified portfolio of common stocks
|
-
|
7,991,827
|
|
Franklin
Small-Mid Cap Growth Fund
|
Invests
primarily in stocks of small companies with market-cap values of less than
$1.5 billion, similar in size to those in the Russell 2000
Index
|
-
|
617,041
|
|
Neuberger
& Berman Genesis Trust
|
Invests
primarily in common stocks of companies with market capitalization of less
than $1.5 billion at the time of purchase
|
-
|
1,858,648
|
*
|
Putnam
Growth Opportunities Fund
|
Invests
mainly in stocks of very large, highly competitive growth
companies
|
-
|
2,036,431
|
*
|
Putnam
S&P 500 Index Fund
|
Invests
in common-stock securities, that seeks to approximate the performance of
the S&P 500
|
-
|
456,773
|
*
|
Putnam
International Equity Fund
|
Invests
mainly in stocks of companies located outside the United
States
|
-
|
560,123
|
*
|
Putnam
Stable Value Fund
|
Invests
primarily in high-quality, fixed-income investments
|
-
|
1,599,825
|
*
|
George
Putnam Fund of Boston
|
Seeks
a balance of capital growth and current income by investing in a
well-diversified portfolio composed mostly of stocks and corporate and
U.S. government bonds
|
-
|
117,722
|
|
Harbor
International Fund Investor Shares
|
Invests
primarily in equity securities, principally common and preferred stocks of
foreign companies.
|
-
|
628,844
|
|
Vanguard
Prime Money Market Fund
|
Invests
in short-term, high-quality money market instruments issued by financial
institutions, nonfinancial institutions, the U.S. government, and federal
agencies
|
-
|
81,012
|
|
Growth
Fund of America
|
Invests
in a diversified portfolio of common stocks, convertibles, preferred
stocks, US government securities, bonds and cash.
|
-
|
248,919
|
|
Dodge
& Cox Balanced Fund
|
Seeks
regular income, conservation of principal and an opportunity for long-term
growth of principal and income.
|
-
|
993,665
|
|
Vanguard
500 Index Fund
|
Targets
long-term growth of capital and income from dividends.
|
-
|
232,890
|
*
|
Common
Stock Chesapeake Corporation
|
Corporate
common stock, $1 par value
|
-
|
910,898
|
*
|
Loans
to Participants of the Plan
|
Interest
rates range from 5.00% to 9.25%; loans are amortized in level payments
with current terms ranging from 2 to 5 years
|
-
|
70,301
|
* Indicates
party-in-interest
** Cost
is not required for participant-directed investments.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
(FORMERLY
CHESAPEAKE CORPORATION 401(K) SAVINGS PLAN FOR SALARIED EMPLOYEES)
SCHEDULE
H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2006, continued
(a)
Parties-In-Interest
|
(b)
Identity of Issue, Borrower, Lessor or Similar Party
|
(c)
Description of Investment Including Maturity Date, Rate of Interest, Par,
Collateral or Maturity Value
|
**
(d)
Cost
|
(e)
Current Value
|
|
|
|
|
|
*
|
Putnam
Retirementready 2015 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
18,249
|
*
|
Putnam
Retirementready 2020 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
8,814
|
*
|
Putnam
Retirementready 2025 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
2,579
|
*
|
Putnam
Retirementready 2030 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
8,598
|
*
|
Putnam
Retirementready 2040 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
20,798
|
*
|
Putnam
Retirementready 2045 Fund
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
3,154
|
*
|
Putnam
Retirementready 2050 Fund, Class A
|
Invests
in other Putnam funds based on fund's target date.
|
-
|
28,743
|
|
|
Total
|
|
$20,291,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Indicates
party-in-interest
** Cost
is not required for participant-directed investments.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the members of the
Chesapeake Corporation Retirement and 401(k) Savings Plan Committee (the
"Committee") have duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
CHESAPEAKE
CORPORATION RETIREMENT AND 401(K) SAVINGS PLAN
|
|
By:
/s/
Joel K. Mostrom
Joel
K. Mostrom
Executive
Vice President & Chief Financial Officer,
Chesapeake
Corporation
|
June 19,
2008
EXHIBIT
INDEX
|
|
|
|
|
Exhibit No.
|
Description of
Exhibit
|
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm
|
23.2
|
Consent
of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
|