ITEM 1 -
BUSINESS
Bemis Company, Inc., a Missouri corporation (the
“Registrant”), continues a business formed in 1858. The Registrant was incorporated in 1885 as Bemis Bro. Bag Company
with the name changed to Bemis Company, Inc. in 1965. The Registrant is a principal manufacturer of flexible packaging
products and pressure sensitive materials selling to customers throughout the
United States, Canada, and Europe with a growing presence in Asia Pacific,
South America, and Mexico. In 2001,
approximately 79 percent of the Registrant’s sales were derived from Flexible
Packaging and approximately 21 percent were derived from Pressure Sensitive
Materials.
The primary market for its products is the food
industry. Other markets include
companies in chemical, agribusiness, medical, pharmaceutical, personal care
products, batteries, electronics, automotive, construction, graphic industries,
and other consumer goods. Further
information about the Registrant’s operations in different business segments
appearing on page 40 of the accompanying 2001 Annual Report to Shareholders is
expressly incorporated by reference in this Form 10-K Annual Report.
As of December 31, 2001, the Registrant had
approximately 11,000 employees, of which an estimated 7,700 were classified as
production employees. Many of the North
American production employees are covered by collective bargaining contracts
involving five different international unions and 19 individual contracts with
terms ranging from three to six years.
During 2001, five contracts covering approximately 570 employees at five
different locations in the United States and Canada were successfully
negotiated. During 2002, one Canadian
and two domestic labor agreements are scheduled to expire. Many of the non-North American production
employees as well as some of the non-North American salaried workforce are
covered by collective bargaining contracts involving six different unions with
terms ranging from one to two years.
Working capital elements throughout the year fluctuate
in relation to the level of business.
Customer and vendor payment terms are split approximately equal between
net 30 days and discountable terms.
Discounts are generally one percent for payment within ten days. Inventory levels reflect a reasonable
balance between raw material pricing and availability, and the Registrant’s
commitment to promptly fill customer orders.
Backlogs are not a significant factor in the industries in which the
Registrant operates; most orders placed with the Registrant are for delivery
within 90 days or less. The business of
each of the segments is not seasonal to any significant extent.
The Registrant is the owner or licensee of a number of
United States and foreign patents and patent applications that relate to certain
of its products, manufacturing processes, and equipment. The Registrant also has a number of
trademarks and trademark registrations in the United States and in foreign
countries. The Registrant’s patents,
licenses, and trademarks collectively provide a competitive advantage. The loss of any single patent or license
alone, however, would not have a material adverse effect on the Registrant’s
results as a whole or either of its segments.
The Registrant’s business activities are organized
around its two business segments, Flexible Packaging and Pressure Sensitive
Materials. Both internal and external
reporting conform to this organizational structure. Subdivisions within each principal business segment are
identified to facilitate operating controls and responsibilities. Products produced within the
Flexible Packaging segment are high barrier products, polyethylene
products, and paper products. Products
produced within the Pressure Sensitive Materials segment are printing products,
decorative and sheet products, and technical products. A summary of the Registrant’s business
activities reported by its two business segments follows:
Flexible
Packaging
The Registrant manufactures a broad range of consumer
and industrial packaging consisting of high barrier products, polyethylene
products, and paper products.
High barrier products include flexible polymer film
structures and barrier laminates for food, medical, and personal care products
as well as non-food applications utilizing controlled and modified atmosphere
packaging. Value is added through flexographic and rotogravure printing as well
as pouch making. Primary markets are
processed and fresh meat, liquids, frozen foods, snacks, cheese, coffee,
condiments, candy, pet food, personal care, and medical device packaging. Additional products include blown and cast
stretchfilm products, carton sealing tapes and application equipment, and
custom thermoformed plastic packaging.
Also included are electronically produced film color separations and
engravings used in rotogravure and flexographic printing by the packaging
industry. High barrier products
accounted for 49 percent, 42 percent, and 40 percent of consolidated net sales
for the years 2001, 2000, and 1999, respectively. In 2001, management modified its internal reporting of product
lines within the Flexible Packaging segment.
The change was made to reflect the evolution of certain products, which
had evolved from polyethylene structures to products more closely aligned with
the multilayered, laminated structures found in our high barrier product
lines. This change in reporting
accounted for the majority (five percentage points) of the increased percentage
for high barrier products in 2001. This
change had an equal but opposite impact on the percentage change in
polyethylene products.
Polyethylene products consist of monolayer and
coextruded films which have been flexographically printed and converted to bags
or roll stock for such items as bakery products, seed, retail, lawn and garden,
ice, fresh and frozen produce, candy, sanitary products, and disposable
diapers; printed shrink overwrap for the food and beverage industry; extruded
products including wide width sheeting, bags on a roll, balers, and shrink
pallet covers. Polyethylene products
accounted for 21 percent, 26 percent, and 25 percent of consolidated net sales
for the years 2001, 2000, and 1999, respectively.
Paper products are made up of multiwall and single-ply
paper bags, balers, printed paper roll stock, and bag closing materials for
food, agricultural, and chemical products.
Flexographic and rotogravure printing are enhanced with in-line
overlaminating capabilities.
Innovations in bag constructions include inner-ply laminations,
easy-open/reclosable features, unique valves for fast filling, and high
porosity papers. Primary markets
include pet products, seed, chemicals, dairy products, fertilizers, feed,
minerals, flour, rice, and sugar. Sales
of paper products accounted for 9 percent, 9 percent, and 10 percent of
consolidated net sales for 2001, 2000, and 1999, respectively.
Pressure
Sensitive Materials
The Registrant manufactures pressure sensitive
materials such as printing products, decorative and sheet products, and technical
products. Pressure Sensitive Materials
accounted for 21 percent, 23 percent, and 25 percent of consolidated net sales
for the years 2001, 2000, and 1999, respectively.
Printing products include narrow-web rolls of pressure
sensitive paper, film, and metalized film printing stocks used in high-speed
printing and die-cutting of primary package labeling, secondary or promotional
decoration, and for high-speed, high-volume data processing (EDP) stocks, bar
code labels, and numerous laser printing applications. Primary markets include food packaging,
personal care product packaging, inventory control labeling, postage stamps,
and laser/ink jet printed labels.
Decorative and sheet products include pressure
sensitive papers and films used for decorative signage through computer-aided
plotters, digital and screen printers, and photographic overlaminate and
mounting materials including optically clear films with built-in UV inhibitors. Offset printers, sign makers, and photo labs
use these products on short-run and/or digital printing technology to create
labels, signs, or vehicle graphics.
Primary markets are sheet printers, shipping labels, indoor and outdoor signage,
photograph and digital print overlaminates, and vehicle graphics.
Technical products are pressure sensitive materials
that are technically engineered for performance in varied industrial
applications. They include micro-thin
film adhesives used in delicate electronic parts assembly and pressure
sensitives utilizing foam and tape based stocks to perform fastening and
mounting functions. Tapes sold to
medical markets feature medical-grade adhesives suitable for direct skin
contact. Primary markets are batteries,
electronics, automotive, construction, medical, and pharmaceuticals.
Marketing,
Distribution, and Competition
While the Registrant’s sales are made through a
variety of distribution methods, more than 90 percent of each segment’s sales
are made by the Registrant’s direct sales force. Sales offices and plants are located throughout the United
States, Canada, United Kingdom, Continental Europe, Scandinavia, Asia Pacific,
South America, and Mexico to provide prompt and economical service to more than
30,000 customers. The Registrant’s
technically trained sales force is supported by product development engineers,
design technicians, and a customer service organization.
No single customer accounts for ten percent or more of
the Registrant’s total sales.
Furthermore, the loss of one or a few major customers would not have a
material adverse effect on the Registrant’s operating results. Nevertheless, business agreements with large
customers require a large portion of the manufacturing capacity at a few
individual manufacturing sites. Any
change in the business arrangement would typically occur over a period of time,
which would allow for an orderly transition for both the Registrant’s
manufacturing site and customer.
The major markets in which the Registrant sells its
products are highly competitive. Areas
of competition include price, innovation, quality, and service. This competition is significant as to both
the size and the number of competing firms.
Major competitors in the Flexible Packaging segment include Pechiney
Plastic Packaging, Printpack, Inc., Sealed Air Corporation, Lawson Mardon Group
Limited, Rexam plc., Sonoco Products Company, Amcor Ltd, Pliant Corporation,
Smurfit-Stone Container Corporation, Exopack Company, and Southern Bag
Corporation. In the Pressure Sensitive
Materials segment major competitors include Avery Dennison Corporation, Flexcon
Co., Inc., Minnesota Mining and Manufacturing Company, Spinnaker Industries,
Inc., Jackstadt GmbH (Germany), and UPM-Kymmene.
The Registrant considers itself to be a significant
factor in the market niches it serves; however, due to the diversity of the
Flexible Packaging and Pressure Sensitive Materials segments, the Registrant’s
precise competitive position in these markets is not reasonably
determinable. Advertising is
limited primarily to business and trade publications emphasizing the
Registrant’s product features and related technical capabilities and the
individual problem-solving approach to customer problems.
Raw
Materials
Plastic resins and films, paper, inks, and chemicals
constitute the basic major raw materials.
These are purchased from a variety of industry sources and the
Registrant is not dependent on any one supplier for its raw materials. While temporary shortages of raw materials
may occur occasionally, these items are currently readily available.
Research
and Development Expense
Research and development expenditures were as follows:
The decreasing trend within the Pressure Sensitive
Materials segment results from this segment’s ongoing focuses on internal
efficiencies to assist in its efforts to deal with less favorable economic
conditions in North America and increased price competition in certain markets.
Environmental Control
Compliance with federal, state, and local provisions
which have been enacted or adopted regulating discharges of materials into the
environment or otherwise relating to the protection of the environment, is not
expected to have a material effect upon the capital expenditures, earnings, and
competitive position of the Registrant and its subsidiaries.
Explanation of Terms Describing the
Registrant’s Products
Barrier laminate - A multilayer
plastic film made by laminating two or more films together with the use of glue
or a molten plastic to achieve a barrier for the planned package contents.
Blown film - A plastic film that is
extruded through a round die in the form of a tube and then expanded by a
column of air in the manufacturing process.
Cast film - A plastic film that is
extruded through a straight slot die as a flat sheet during its manufacturing
process.
Coextruded film - A multiple layer
extruded plastic film.
Controlled atmosphere packaging - A
package which limits the flow of elements, such as oxygen or moisture, into or
out of the package.
Decorative products - Pressure
sensitive materials used for decorative signage, promotional items, and
displays and advertisements.
Flexible polymer film - A non-rigid
plastic film.
Flexographic printing - The most
common flexible packaging printing process in North America using a raised
rubber or alternative material image mounted on a printing cylinder.
High Barrier Products - A grouping
of Bemis products that provide protection and extend the shelf life of the
contents of the package. These products
provide this protection by combining different types of plastics and chemicals
into a multilayered plastic package.
These products protect the contents from such things as moisture,
sunlight, odor, or other elements.
In-line overlaminating capability -
The ability to add a protective coating to a printed material during the
printing process.
Modified atmosphere packaging - A
package in which the atmosphere inside the package has been modified by a gas
such as nitrogen.
Monolayer film - A single layer
extruded plastic film.
Multiwall paper bag - A package made
from two or more layers of paper.
Pressure sensitive material - A
material with adhesive such that upon contact with another material it will
stick.
Printing products - Pressure
sensitive materials made up and sold in roll form.
Rotogravure printing - A high
quality, long run printing process utilizing a metal cylinder.
Sheet products - Pressure sensitive
materials cut into sheets and sold in sheet form.
Stretch film - A plastic film used
to wrap pallets in the shipping process, which has significant ability to
stretch.
Technical products - Technically
engineered pressure sensitive materials used primarily for fastening and
mounting functions.
Thermoformed plastic packaging - A
package formed by applying heat to a film to shape it into a tray or cavity and
then placing a flat film on top of the package after it has been filled.
UV inhibitors - Chemicals which
protect against ultraviolet rays.
ITEM 2
ITEM 2 -
PROPERTIES
Properties utilized by the Registrant at December 31,
2001, were as follows:
Flexible
Packaging
The Registrant has 43 manufacturing plants located in
17 states and seven foreign countries, of which 36 are owned directly by the
Registrant or its subsidiaries and seven are leased from outside parties. Leases generally provide for minimum terms
of three to 20 years and have one or more renewal options. The initial terms of leases in effect at
December 31, 2001, expire between 2002 and 2010.
Pressure
Sensitive Materials
The Registrant has eight manufacturing plants located
in five states and two foreign countries, of which seven are owned directly by
the Registrant or its subsidiaries and one is leased from outside parties. The initial term, excluding renewal options,
of the lease in effect as of December 31, 2001, expires in 2004.
Corporate
and General
The executive offices of the Registrant, which are
leased, are located in Minneapolis, Minnesota.
The Registrant considers its plants and other physical properties to be
suitable, adequate, and of sufficient productive capacity to meet the
requirements of its business. The
manufacturing plants operate at varying levels of capacity depending on the
type of operation and market conditions.
ITEM 3
ITEM 3 -
LEGAL PROCEEDINGS
The Registrant is involved in a number of lawsuits
incidental to its business, including environmental related litigation. Although it is difficult to predict the
ultimate outcome of these cases, management believes, based on consultation
with Registrant’s General Counsel, that any ultimate liability would not have a
material adverse effect upon the Registrant’s financial condition or results of
operations.
During 2000 the Registrant settled a lawsuit brought
by the United States Environmental Protection Agency in Federal District Court
for the District of Connecticut in
relation to the disposal of liquid industrial wastes at the Yaworski
Lagoon site in Canterbury, Connecticut.
The settlement involved the Registrant’s payment of $3,160,000 in 2000
which was fully provided for in prior years.
The Registrant is a potentially responsible party
(PRP) in thirteen superfund sites around the United States. In all cases, the Registrant is a “de minimis” PRP and has negotiated a position
as such. The Registrant has reserved an
amount that it believes to be adequate to cover its exposure.
ITEM 4
ITEM 4 -
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security
holders during the fourth quarter of 2001.
PART II - ITEMS 5, 6, 7, 7A, 8, and 9
ITEM 5
ITEM 5 - MARKET FOR THE REGISTRANT’S
COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The information required by this item appearing on
pages 24 and 25 of the accompanying 2001 Annual Report to Shareholders is
expressly incorporated by reference in this Form 10-K Annual Report.
ITEM 6
ITEM 6 -
SELECTED FINANCIAL DATA
The information required by this item appearing on
page 25 of the accompanying 2001 Annual Report to Shareholders is expressly
incorporated by reference in this Form 10-K Annual Report.
ITEM 7
ITEM 7 - MANAGEMENT’S DISCUSSION AND
ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item appearing on
pages 19 to 24 of the accompanying 2001 Annual Report to Shareholders is
expressly incorporated by reference in this Form 10-K Annual Report.
ITEM 7A
ITEM 7A - QUANTITATIVE AND
QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
The information required by this item appearing on
pages 41 and 42 of the accompanying 2001 Annual Report to Shareholders is
expressly incorporated by reference in this Form 10-K Annual Report.
ITEM 8
ITEM 8 -
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, together with the report
thereon of PricewaterhouseCoopers LLP dated January 23, 2002, and the quarterly
data appearing on pages 26 to 42 of the accompanying 2001 Annual Report to
Shareholders are expressly incorporated by reference in this Form 10-K Annual
Report. With the exception of the
aforementioned information and the information incorporated in items 1, 5, 6,
7, and 7A of this Form 10-K, the 2001 Annual Report to Shareholders is not to
be deemed filed as part of this Form 10-K Annual Report.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III -
ITEMS 10, 11, 12, and 13
ITEM 10
ITEM 10
- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required to be submitted in response
to this item with respect to directors is omitted because a definitive proxy
statement containing such information will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after December
31, 2001, and such information is expressly incorporated herein by reference.
The following sets forth the name, age, and business
experience for at least the last five years of the principal executive officers
of the Registrant. Each officer has
been an employee of the Registrant for the last five years and the positions
described relate to positions with the Registrant.
(1) Curwood,
Inc. is a 100 percent owned subsidiary of the Registrant.
(2) Curwood Group includes
the following 100 percent owned subsidiaries of the Registrant:Curwood, Inc.,
MacKay, Inc., Milprint, Inc., and Perfecseal, Inc.
(3) Bemis Flexible Plastic
Packaging includes the following 100 percent owned subsidiaries of the
Registrant: Banner Packaging, Inc.,
Bemis Europe Holdings, S.A., Bemis Packaging Ltd (UK), Curwood, Inc., MacKay,
Inc., Milprint, Inc., and Perfecseal, Inc., together with the Registrant’s
Polyethylene Packaging Division and Bemis Custom Products Division.
(4) Bemis
Flexible Packaging includes Bemis Flexible Plastic Packaging and the Registrant’s
Paper Packaging Division.
(5) Perfecseal,
Inc. is a 100 percent owned subsidiary of the Registrant.
ITEM 11
ITEM 11
- EXECUTIVE COMPENSATION
The information required to be submitted in response
to this item is omitted because a definitive proxy statement containing such
information will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A within 120 days after December 31, 2001, and such information
is expressly incorporated herein by reference.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information required to be submitted in response
to this item is omitted because a definitive proxy statement containing such
information will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after
December 31, 2001, and such information is expressly incorporated herein by
reference.
ITEM 13
ITEM 13
- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required to be submitted in response
to this item is omitted because a definitive proxy statement containing such
information will be filed with the Securities and Exchange Commission pursuant
to Regulation 14A within 120 days after December 31, 2001, and such information
is expressly incorporated herein by reference.
PART IV
- ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL
STATEMENT SCHEDULE, AND
REPORTS ON FORM 8-K
(a) The following
documents are filed as part of the report:
(1) Financial Statements
* Incorporated by reference from the
indicated pages of the 2001 Annual
Report to Shareholders, a copy of which is filed herewith as Exhibit 13.
(2) Financial
Statement Schedule for Years 2001, 2000, and 1999
All other schedules are
omitted because they are not applicable or the required information is shown in
the financial statements or notes thereto.
(3) Exhibits
Purchase Agreement between the Registrant and
Viskase Companies, Inc., and the Viskase-related companies listed therein,
dated July 7, 2000. (1)
2(a)
Amendment No. 1 to Purchase Agreement between the
Registrant and Viskase Companies, Inc., and the Viskase-related companies
listed therein, dated August 31, 2000. (2)
2(b)
Amendment No. 2 to Purchase Agreement between the
Registrant and Viskase Companies, Inc., and the Viskase-related companies
listed therein, dated as of May 18, 2001. (3)
3(a)
Restated Articles of Incorporation of the
Registrant, as amended. (4)
3(b)
By-Laws of the Registrant, as amended through
October 25, 2001. (5)
4(a)
Rights Agreement, dated as of July 29, 1999, between
the Registrant and Wells Fargo Bank Minnesota, National Association (formerly
known as Norwest Bank Minnesota,
National Association). (6)
4(b)
Form of Indenture dated as of June 15, 1995, between
the Registrant and U.S. Bank Trust National Association (formerly known as
First Trust National Association), as Trustee. (7)
10(a)
Bemis Company, Inc. 1987 Amended and Restated Stock
Option Plan as of October 29, 1999. * (8)
10(b)
Bemis Company, Inc. 1994 Stock Incentive Plan,
Amended and Restated as of August 4, 1999. * (9)
10(c)
Bemis Company, Inc. Form of Management Contract with
the Chief Executive Officer and other Executive Officers.* (8)
10(d)
Bemis Retirement Plan, Amended and Restated as of
August 25, 2000.* (10)
10(e)
Bemis Company, Inc. Supplemental Retirement Plan,
Amended and Restated as of December 31, 1999.* (10)
10(f)
Bemis Executive Officer Incentive Plan as of October
29, 1999.* (8)
10(g)
Bemis Company, Inc. Long Term Deferred Compensation
Plan, Amended and Restated as of August 4, 1999.* (9)
10(h)
Bemis Company, Inc. 1997 Executive Officer
Performance Plan. * (4)
10(i)
Fourth Amended and Restated Credit Agreement among
the Registrant, the various financial institutions named therein and Morgan
Guaranty Trust Company of New York, as Agent, originally dated as of August
1, 1986, Amended and Restated in Composite Copy as of August 2, 1999. (8)
10(j)
First Amendment, dated as of June 21, 2000, to the
Fourth Amended and Restated CreditAgreement dated as of August 2, 1999, among
the Registrant, the various financial institutions named therein and Morgan
Guaranty Trust Company of New York, as Agent. (3)
10(k)
Second Amendment, dated as of August 1, 2001, to the
Fourth Amended and Restated CreditAgreement dated as of August 2, 1999, among
the Registrant, the various financial institutions named therein and Morgan
Guaranty Trust Company of New York, as Agent.
10(l)
Bemis Company, Inc. 2001 Stock Incentive Plan.* (11)
10(m)
Credit Agreement, dated as of January 11, 2002,
among the Registrant, the various banks listed therein, and Bank One, NA, as
Administrative Agent.
10(n)
Bridge Credit Agreement, dated as of January 12,
2001, among the Registrant, the various financial institutions listed
therein, and Morgan Guaranty Trust Company of New York, as Administrative
Agent. (3)
10(o)
Letter Agreement, dated March 14, 2001, Re: Addition of Bank Under Bridge Credit
Agreement, among the Registrant, the various financial institutions listed
therein, and Morgan Guaranty Trust Company of New York, as Administrative
Agent. (3)
10(p)
First Amendment, dated as of August 7, 2001, to the
Bridge Credit Agreement dated as of January 12, 2001, among the Registrant,
the various financial institutions named therein, and Morgan Guaranty Trust
Company of New York, as Administrative Agent. (12)
2001 Annual Report to Shareholders
Subsidiaries of the Registrant.
Consent of PricewaterhouseCoopers LLP. (13)
* Management contract, compensatory plan or
arrangement filed pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under
the Securities Exchange Act of 1934.
(1) Incorporated by reference to the Registrant’s
Registration Statement on Form S-3 filed August 11, 2000 (File No. 333-43646).
(2) Incorporated by reference to the Registrant’s
Current Report on Form 8-K filed September 12, 2000 (File No. 1-5277).
(3) Incorporated by reference to the Registrant’s
Current Report on Form 8-K filed August 3, 2001 (File No. 1-5277).
(4) Incorporated by reference to the Registrant’s
Definitive Proxy Statement filed with the Securities and Exchange Commission on
March 18, 1997 (File No. 1-5277).
(5) Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File
No. 1-5277).
(6) Incorporated by reference to Exhibit 1 to the
Registrant’s Registration Statement on Form 8-A filed on August 4, 1999 (File
No. 1-5277).
(7) Incorporated by reference to the Registrant’s
Current Report on Form 8-K dated June
30, 1995 (File No. 1-5277).
(8) Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File
No. 1-5277).
(9) Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No.
1-5277).
(10) Incorporated by reference to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2000 (File No.
1-5277).
(11) Incorporated by reference to Exhibit B to the
Registrant’s Definitive Proxy Statement filed with the Securities and Exchange
Commission on March 19, 2001 (File No. 1-5277).
(12) Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No.
1-5277).
(13) Included at page 13 of this Form 10-K Annual
Report.
(b) There were no
reports on Form 8-K filed during the fourth quarter ended December 31, 2001.
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Bemis Company, Inc.:
Our audits of the consolidated financial statements
referred to in our report dated January 23, 2002, appearing in the 2001 Annual
Report to Shareholders of Bemis Company, Inc. (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedule listed in
Item 14(a) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the related
consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
January 23, 2002
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Registration Statements on Form S-8 (number 33-80666) and Form S-3 (numbers
33-60253 and 333-43646) of Bemis Company, Inc. of our report dated January 23,
2002, relating to the financial statements, which appears in the Annual Report
to Shareholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by
reference of our report dated January 23, 2002, relating to the financial
statement schedule, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 19, 2002
SIGNATURES
Pursuant to the requirements of Section 13 of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
Exhibit Index
Exhibit
Description
Form
of Filing
Purchase Agreement between the Registrant and
Viskase Companies, Inc., and Viskase-related companies listed therein, dated
July 7, 2000. (1)
2(a)
Amendment No. 1 to Purchase Agreement between the
Registrant and Viskase Companies, Inc., and Viskase-related companies listed
therein, dated August 31, 2000. (2)
2(b)
Amendment No. 2 to Purchase Agreement between the
Registrant and Viskase Companies, Inc., and Viskase-related companies listed
therein, dated as of May 18, 2001. (3)
3(a)
Restated Articles of Incorporation of the
Registrant, as amended. (4)
3(b)
By-Laws of the Registrant, as amended through
October 25, 2001. (5)
4(a)
Rights Agreement, dated as of July 29, 1999, between
the Registrant and Wells Fargo Bank Minnesota, National Association (formerly
known as Norwest Bank Minnesota, National Association). (6)
4(b)
Form of Indenture dated as of June 15, 1995, between
the Registrant and U.S. Bank Trust National Association (formerly known as
First Trust National Association), as Trustee. (7)
10(a)
Bemis Company, Inc. 1987 Amended and Restated Stock
Option Plan as of October 29, 1999. * (8)
10(b)
Bemis Company, Inc. 1994 Stock Incentive Plan,
Amended and Restated as of August 4, 1999.
* (9)
10(c)
Bemis Company, Inc. Form of Management Contract with
the Chief Executive Officer and other Executive Officers. * (8)
10(d)
Bemis Retirement Plan, Amended and Restated as of
August 25, 2000. * (10)
10(e)
Bemis Company, Inc. Supplemental Retirement Plan,
Amended and Restated as of December 31, 1999. * (10)
10(f)
Bemis Executive Officer Incentive Plan as of October
29, 1999. * (8)
10(g)
Bemis Company, Inc. Long Term Deferred Compensation
Plan, Amended and Restated as of August 4, 1999. * (9)
10(h)
Bemis Company, Inc. 1997 Executive Officer
Performance Plan. * (4)
10(i)
Fourth Amended and Restated Credit Agreement among
the Registrant, the Banks Listed therein and Morgan Guaranty Trust Company of
New York as Agent, originally dated as of August 1, 1986, Amended and
Restated in Composite Copy as of August 2, 1999. (8)
10(j)
First Amendment, dated as of June 21, 2000, to the
Fourth Amended and Restated Credit Agreement dated as of August 2, 1999,
among the Registrant, the various financial institutions named therein and
Morgan Guaranty Trust Company of New York, as Agent. (3)
10(k)
Second Amendment, dated as of August 1, 2001, to the
Fourth Amended and Restated Credit Agreement dated as of August 2, 1999,
among the Registrant, the various financial institutions named therein and
Morgan Guaranty Trust Company of New York, as Agent.
Filed Electronically
10(l)
Bemis Company, Inc. 2001 Stock Incentive Plan. * (11)
10(m)
Credit Agreement, dated as of January 11, 2002,
among the Registrant, the various banks listed therein, and Bank One, NA, as
Administrative Agent.
Filed Electronically
10(n)
Bridge Credit Agreement, dated as of January 12,
2001, among the Registrant, the various financial institutions listed
therein, and Morgan Guaranty Trust Company of New York, as Administrative
Agent. (3)
10(o)
Letter Agreement, dated March 14, 2001, Re: Addition of Bank Under Bridge Credit
Agreement, among the Registrant, the various financial
institutions listed therein, and Morgan Guaranty
Trust Company of New York, as Administrative Agent. (3)
10(p)
First amendment, dated as of August 7, 2001, to the
Bridge Credit Agreement dated as of January 12, 2001, among the Registrant,
the various financial institutions named therein, and Morgan Guaranty Trust
Company of New York, as Administrative Agent. (12)
2001 Annual Report to Shareholders.
Filed Electronically
Subsidiaries of the Registrants.
Filed Electronically
Consent of PricewaterhouseCoopers LLP. (13)
Filed Electronically
*
Management contract, compensatory plan or
arrangement filed pursuant to Rule 601(b)(10)(iii)(A) of Regulation S-K under
the Securities Exchange Act of 1934.)
(1)
Incorporated by reference to the Registrant’s
Registration Statement on Form S-3 filed August 11, 2000 (File No.
333-43646.)
(2)
Incorporated by reference to the Registrant’s
Current Report on Form 8-K filed September 12, 2000 (File No. 1-5277.)
(3)
Incorporated by reference to the Registrant’s
Current Report on Form 8-K filed August 3, 2001 (File No. 1-5277.)
(4)
Incorporated by reference to the Registrant’s
Definitive Proxy Statement filed with the Securities and Exchange Commission
on March 18, 1997 (File No. 1-5277.)
(5)
Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File
No. 1-5277.)
(6)
Incorporated by reference to Exhibit 1 to the
Registrant’s Registration Statement on Form 8-A filed on August 4, 1999 (File
No. 1-5277.)
(7)
Incorporated by reference to the Registrant’s
Current Report on Form 8-K dated June 30, 1995 (File No. 1-5277.)
(8)
Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File
No. 1-5277.)
(9)
Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No.
1-5277.)
(10)
Incorporated by reference to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2000 (File No. 1-5277.)
(11)
Incorporated by reference to Exhibit B to the
Registrant’s Definitive Proxy Statement filed with the Securities and Exchange
Commission on March 19, 2001 (File No. 1-5277.)
(12)
Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No.
1-5277.)
(13)
Included at page 13 of this Form 10-K Annual Report.
SCHEDULE II - VALUATION
AND QUALIFYING ACCOUNTS AND RESERVES
(in thousands)
(1) Acquired with business unit acquisition.
(2) Net of $152,000 collections on accounts previously written off.
(3) Net of $20,000 collections on accounts previously written off.
(4) Net of $94,000 collections on accounts previously written off.