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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
     
þ   Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 2005
     
o   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
 
 

 


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CLARCOR 401(k)     
Retirement Savings Plan     
Financial Statements and
Supplemental Schedule
As of and for the Years Ended
December 31, 2005 and 2004

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CLARCOR 401(k)
Retirement Savings Plan
Contents
         
    3  
 
       
Financial Statements
       
    4  
    5-6  
    7-11  
 
       
       
    13-14  
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.
 Consent

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(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 statements of net assets available for benefits of the CLARCOR 401(k) Retirement Savings Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years ended December 31, 2005 and 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 audits.
We conducted our audits 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 audits provide 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, 2005 and 2004, and the changes in net assets available for benefits for the years ended December 31, 2005 and 2004, in conformity with U.S. generally accepted accounting principles.
Our audits were 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, 2005 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 16, 2006

 


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CLARCOR 401(k)
Retirement Savings Plan
Statements of Net Assets Available for Benefits
                 
December 31,   2005     2004  
 
Assets
               
 
               
Investments, at fair value
               
Common/collective trust
  $ 10,519,272     $ 11,238,015  
Mutual funds
    31,033,926       31,542,724  
CLARCOR Inc. Common Stock Fund
    4,031,337       3,316,241  
Participant loans
    1,271,386       1,132,233  
 
 
               
Total investments
    46,855,921       47,229,213  
 
 
               
Receivables
               
Employer contributions
    22,092       39,105  
Participant contributions
    89,539       227,922  
 
Total receivables
    111,631       267,027  
 
 
               
Net Assets Available for Benefits
  $ 46,967,552     $ 47,496,240  
 
See accompanying notes to financial statements.

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CLARCOR 401(k)
Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
                 
Year ended December 31,   2005     2004  
 
Additions
               
Investment income
               
Interest income from common/collective trust
  $ 429,736     $ 425,779  
Dividend income from CLARCOR Inc. Common Stock Fund
    24,451       22,118  
Interest income from participant loans
    77,386       69,327  
Dividend income from mutual funds
    1,133,388       921,388  
 
 
               
Total interest and dividends
    1,664,961       1,438,612  
 
 
               
Net appreciation in fair value of
               
Mutual funds
    685,125       2,171,750  
CLARCOR Inc. Common Stock Fund
    303,284       670,330  
 
 
               
Total net appreciation
    988,409       2,842,080  
 
 
               
Net gain (loss) on sale of investments
               
CLARCOR Inc. Common Stock Fund
    2,125        
Mutual funds
    (799 )      
 
 
               
Total net gain (loss) on sale of investments
    1,326        
 
 
               
Total investment income
    2,654,696       4,280,692  
 
 
               
Contributions
               
Employer
    460,507       433,694  
Participant
    1,946,057       2,181,331  
Rollover
          448,062  
Other additions
    26,149       283  
 
 
               
Total contributions
    2,432,713       3,063,370  
 
 
               
Total additions
    5,087,409       7,344,062  
 

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CLARCOR 401(k)
Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
                 
Year ended December 31,   2005     2004  
 
Deductions
               
Benefits paid to participants
  $ 5,010,768     $ 1,280,678  
Transfers out to CLARCOR 401(k) Plan
          46,227,506  
Administrative fees
    3,518       2,640  
Other deductions
    601,811        
 
 
               
Total deductions
    5,616,097       47,510,824  
 
Net Increase (Decrease)
    (528,688 )     (40,166,762 )
 
               
Net Assets Available for Benefits, at beginning of year
    47,496,240       87,663,002  
 
 
               
Net Assets Available for Benefits, at end of year
  $ 46,967,552     $ 47,496,240  
 
See accompanying notes to financial statements.

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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 17 mutual funds as investment options for participants.

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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.

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CLARCOR 401(k)
Retirement Savings Plan
Notes to Financial Statements
         
 
  Forfeited Accounts   Forfeitures are used to reduce future Company contributions. Approximately $32,175 and $54,569 were used to reduce Company contributions during 2005 and 2004, 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 accounting principles generally accepted in the United States of America 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.

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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,   2005     2004  
 
CLARCOR Inc. Common Stock Fund
  $ 4,031,337     $ 3,316,241  
Vanguard 500 Index Fund
    10,619,508       11,732,801  
Vanguard Intermediate Term Investment Grade
    *       2,418,378  
Vanguard Wellington Fund
    7,650,519       8,272,342  
Vanguard Windsor II Fund
    3,596,984       3,336,411  
Vanguard Retirement Savings Trust
    10,519,272       11,238,015  
 
 
*   Value not greater than 5% of net assets.
         
4.
  Related-Party Transaction   The Plan invests in shares of mutual funds 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.

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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.
 
       
7.
  Prohibited Transactions   During 2005, the Plan sponsor inadvertently failed to deposit approximately $2,781 of participant deferrals within the required timeframe as stated by the United States Department of Labor (DOL). The DOL considers late deposits to be prohibited transactions. The Plan sponsor will file Form 5330 and pay applicable excise tax. The excise tax payments will be made from the Plan sponsor’s assets and not from assets of the Plan. The Plan sponsor has taken measures to make a corrective contribution and to correct the underlying issue to prevent the error from recurring.

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Supplemental Schedule

 


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CLARCOR 401(k)
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN: 36-0922490
Plan Number: 009
Form 5500
                         
December 31,                   2005
                    (e)
                    Current
                    Value at
    (b)   (c)   (d)   December
(a)   Identity of Issuer   Description of Investment   Cost   31, 2005
 
* CLARCOR Inc. Common Stock Fund   Company Common Stock     (a )   $ 4,031,337  
* Vanguard Retirement Savings Trust   Common/Collective Trust     (a )     10,519,272  
* Vanguard Prime Money Market Fund   Mutual Fund     (a )     410,405  
* Vanguard Explorer Fund   Mutual Fund     (a )     917,681  
* Vanguard Wellington Fund   Mutual Fund     (a )     7,650,519  
* Vanguard Intermediate Term Investment Grade   Mutual Fund     (a )     2,142,256  
* Vanguard Intermediate Term Treasury Fund   Mutual Fund     (a )     705,654  
* Vanguard 500 Index Fund   Mutual Fund     (a )     10,619,508  
* Vanguard Windsor II Fund   Mutual Fund     (a )     3,596,984  
* Vanguard U.S. Growth Fund   Mutual Fund     (a )     1,759,063  
* Vanguard International Growth Fund   Mutual Fund     (a )     1,122,334  
* Vanguard Small Cap Index Fund   Mutual Fund     (a )     387,391  
* Vanguard Mid Cap Index Fund   Mutual Fund     (a )     857,489  
* Vanguard Target Retirement Income Fund   Mutual Fund     (a )     1,976  
* Vanguard Target Retirement 2005 Fund   Mutual Fund     (a )     72,934  
* Vanguard Target Retirement 2015 Fund   Mutual Fund     (a )     603,767  
* Vanguard Target Retirement 2025 Fund   Mutual Fund     (a )     140,820  

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CLARCOR 401(k)
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
EIN: 36-0922490
Plan Number: 009
Form 5500
                         
December 31,                   2005  
                    (e)  
                    Current  
                    Value at  
    (b)   (c)   (d)     December  
(a)   Identity of Issuer   Description of Investment   Cost     31, 2005  
 
* Vanguard Target Retirement 2035 Fund   Mutual Fund     (a )   $ 11,546  
* Vanguard Target Retirement 2045 Fund   Mutual Fund     (a )     33,599  
* Participant Loans   Loans to participants           1,271,386  
 
                     
 
                  $ 46,855,921  
 
                     
 
*   Represents party-in-interest.
 
(a)   The cost of participant-directed investments is not required to be disclosed.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
CLARCOR 401(k) Retirement Savings Plan
                   
    By   /s/ Richard M. Wolfson
         
    Richard M. Wolfson
    Vice President, General Counsel and Corporate Secretary
    CLARCOR Inc.
 
 
      Date   6-28-06