Annual Report (Form 10-K), fiscal year 1993

Item 1. Business
GENERAL
Chesapeake Corporation, a Virginia corporation organized in 1918, is a paper and packaging company, whose primary businesses are kraft products, tissue and packaging. Our operating businesses include: Chesapeake Paper Products Company and Chesapeake Forest Products Company (kraft products, building products and woodlands operations); Wisconsin Tissue Mills Inc. (commercial and industrial tissue products); Chesapeake Consumer Products Company (consumer tabletop tissue products); Chesapeake Packaging Co. (point-of-sale displays and specialty packaging, consumer graphic packaging and corrugated shipping containers); and Delmarva Properties, Inc. and Stonehouse Inc. (land development).
Chesapeake competes in a large, capital-intensive industry. Until several years ago, Chesapeake's products were primarily kraft commodity products manufactured at Chesapeake Paper Products. In commodity markets, selling prices are controlled by total market supply and demand. To be successful in these markets, it is important to maximize production and minimize operating costs. Selling prices and profits for commodity products are usually cyclical and follow general economic conditions.
During the past several years, Chesapeake has pursued a strategy of focusing on specialty products in markets that management believes have growth potential or in which the Company has or may be able to achieve competitive advantages. The Company's strategy for success with its specialty products is to utilize its recycling expertise creatively, to differentiate itself from its competition by producing products which are distinctive and to utilize its superior ability to respond to customers' requirements. Management believes this strategy allows the Company to achieve less cyclical and greater profits than with commodity products and to better utilize Chesapeake's strengths. During 1993, sales of specialty products were approximately 60% of Chesapeake's total sales. During the last three years, low selling prices for commodity products, such as bleached market pulp and corrugating medium, have offset much of the benefit derived from specialty product sales.
Because we understand the service needs of our customers, we believe we are able to provide quality products quickly and efficiently. Our decentralized management style allows quick decision making. Our operations are designed to be flexible to changing customer demands and business conditions.
Our manufacturing and converting processes are capital intensive; property, plant and equipment, including timber and timberlands, comprise approximately 70% of our total assets. Our tissue and kraft operations require major investments in paper machines, fiber preparation equipment and converting equipment. In 1992, the Company completed an eight-year $600 million capital spending program for machinery, equipment and new technology to increase production of specialty products while reducing the company's emphasis on pure commodity products such as brown paperboard and bleached hardwood pulp. About one-half of these expenditures have been for paper machine projects for our kraft and tissue businesses. This program also included a $100 million project for a recovery boiler, evaporators and related equipment for our kraft business. At our other businesses, we have continued to invest in specialized converting and processing equipment needed to meet our strategic goals and customer requirements. During the past nine years, acquisitions have amounted to approximately $200 million. The major acquisition was Wisconsin Tissue, which provided the Company with a significant, immediate presence in the industrial and commercial tissue market. Other acquisitions, primarily in packaging, have benefited the Company with immediate expertise or marketing strength for our future needs and requirements.
Our businesses are grouped into three major segments: kraft products, tissue and packaging. The information presented in "Notes to Consolidated Financial Statements, Note 14 - Business Segment Information" of the 1993 Annual Report to Stockholders (the "1993 Annual Report") is incorporated herein by reference. Industry segment groupings were changed in 1993 to better reflect the way Chesapeake manages its businesses. Information with respect to the registrant's working capital is set forth under the caption "Financial Review 1991-1993, Liquidity and Capital Structure" of the 1993 Annual Report and is incorporated herein by reference. Information regarding the registrant's anticipated capital spending is set forth under the caption "Financial Review 1991-1993, Capital Expenditures" of the 1993 Annual Report and is incorporated herein by reference.
KRAFT PRODUCTS
Chesapeake's kraft products segment includes Chesapeake Paper Products Company, our kraft products operations, and Chesapeake Forest Products Company, our woodlands and building products operations, both based in West Point, Virginia. Chesapeake Building Products Company, a wholly owned subsidiary of Chesapeake Forest Products Company, was formed in 1993 with the merger of the company's lumber division and Chesapeake Wood Treating Co.
Chesapeake Paper Products Company
Chesapeake Paper Products manufactures white top paperboard, which accounts for 80% of the total paperboard product mix, kraft paperboard, kraft paper, corrugating medium and bleached hardwood pulp at its mill located in West Point, Virginia. Paperboard and corrugating medium, the outer and inner materials of a corrugated container, are sold to external and company-owned container and packaging plants. Kraft paper is sold to external converters to make bags and wrappings. Our bleached hardwood pulp is sold primarily to non-pulp producing paper manufacturers which manufacture predominantly printing and writing paper. Most of our customers are located in the eastern half of the United States, primarily in the mid-Atlantic and northeastern states, where we have the advantage of lower freight rates compared to many of our competitors. We also sell to international customers, primarily in Canada and Europe. Our salesforce markets these products to integrated and independent converters and manufacturers. Total shipments from the West Point mill were 798,000 tons in 1993, 721,000 tons in 1992 and 708,000 tons in 1991.
In 1993, approximately 65% of the raw materials for products from our kraft products mill was virgin wood fiber, with the remainder being recycled fiber recovered through our recycling system. Five company-owned recycling centers collect recycled fiber for the mill. About 76% of the virgin wood fiber used in 1993 was purchased from wood producers or independent timberland owners and the rest was from company-owned timberlands. In addition to our three paper machines and a market pulp machine, the West Point facility includes wood storage, wood pulping, paper recycling and steam and power generation equipment.
Chesapeake Forest Products Company, Woodlands Division
Chesapeake Forest Products, Woodlands Division owns and actively manages approximately 330,000 acres of timberland located in Virginia, Maryland, Delaware and North Carolina. The primary objective of our woodlands operation is to provide an adequate supply of wood at a competitive cost to our kraft products mill located at West Point. Wood comes from our company-owned lands and from independent landowners. Our foresters use environmentally sound, modern forestry methods intended to ensure a long-term, low-cost fiber supply. Our genetically superior pine seedlings, which are used in our reforestation program on company-owned land and by private landowners, grow quicker and provide higher quality, more uniform fibers at time of harvest than traditional seedlings. We are actively utilizing natural reforestation techniques to generate new hardwood timber stands on company-owned and privately held land.
For more than 25 years, Chesapeake has participated in research programs that have improved the quality, disease resistance and growth rate of our planted trees.
Chesapeake Building Products Company
Chesapeake Building Products Company operates four sawmills in Virginia and Maryland, manufacturing pine and hardwood lumber. The raw materials are provided from both company-owned timberlands and from other independent landowners. Our sawmill products are sold by our own salesforce to independent users.
Substantially all of the assets of the former Chesapeake Wood Treating Co. were conveyed to Universal Forest Products, Inc. under lease and purchase agreements in October 1993. Chesapeake Wood Treating Co. produced chemically treated pine lumber for the home improvement and residential construction markets. Net sales of this business were $85.8 million in 1993, $97.7 million in 1992 and $81.7 million in 1991.
TISSUE
Chesapeake's tissue segment includes Wisconsin Tissue Mills Inc., which produces tissue for industrial and commercial markets, and Chespeake Consumer Products Company, a converter of tissue products for the consumer market.
Wisconsin Tissue Mills Inc.
Wisconsin Tissue, acquired in 1985, manufactures napkins, tablecovers, toweling, placemats, wipers and facial and bathroom tissue for commercial and industrial markets at its paper mill and converting facilities located in Menasha, Wisconsin. Our strategy is to provide a full line of disposable products for the commercial and industrial tissue markets. Our 2,200 products are found in full-menu and fast-food restaurants, hotels, motels, clubs, health care facilities, schools and office locations and on airlines.
The raw material for the paper we manufacture is 100% recycled fiber. Four paper machines manufacture base tissue stock that is converted on over 100 specialized machines. The Company believes that its computerized warehouse inventory and distribution systems give it an advantage over many of its competitors in product shipping efficiency and inventory control. Our tissue products are sold throughout the United States and in Canada by our national salesforce. Shipments by Wisconsin Tissue were 220,000 tons in 1993, 211,000 tons in 1992 and 190,000 tons in 1991.
Chesapeake Consumer Products Company
The strategic objective of Chesapeake Consumer Products, formed in 1989 from acquired companies and an internally developed product line, is to expand the marketing and distribution of tabletop tissue products. In 1990 the product line was narrowed to focus on napkins, plates, cups, tablecovers and accessories, and in 1992 and 1993 the company reorganized the former Finess portion of the business. With our narrow product focus we believe we can be successful in the highly competitive consumer products marketplace. Our consumer products are sold throughout the United States by our own salesforce and by independent representatives, and can be found in supermarkets, retail chain stores and other mass merchandisers. We have improved our manufacturing process by installing state-of-the-art napkin converting and napkin wrapping machines and adding a new warehouse and shipping area. During 1993, Chesapeake Consumer Products began producing napkins that used flexographic edge-to-edge printing technology.
PACKAGING
Chesapeake Packaging Co.
Chesapeake Packaging has three marketing thrusts: point-of-sale displays and specialty packaging, consumer graphic packaging and corrugated shipping containers.
We believe that our packaging group is a leader in serving the point- of-sale display and specialty packaging needs of major national consumer products companies. Through a network of regional sales and design offices, the point-of-sale group, Chesapeake Display and Packaging Company, provides creative design services to our customers. Our manufacturing facilities utilize modern production, assembly and packaging processes to meet our customers' stringent quality and shipment demands. With the recent consolidation of the company's West Des Moines, Iowa packaging plant into its Sandusky, Ohio facility, at year-end 1993 we had two strategically located point-of-sale display and specialty packaging manufacturing plants and four assembly plants which provide service to customers throughout the United States.
Our Color-Box facility supplies consumer graphic packaging to customers nationwide that require full litho-laminated point-of-sale packaging. The final phase of a $13 million expansion project to double the capacity of this facility was completed 1993.
At year-end 1993 we owned seven corrugated container plants that manufactured corrugated boxes and specialty packaging for customers within each plant's geographic area. The raw materials
for the packaging plants include paperboard and corrugating medium (purchased both from independent suppliers and from Chesapeake Paper Products) that are converted to make the walls of the packaging unit. Various converting equipment is used to print, cut, slot and glue the container to customer specifications.
Additional growth is anticipated in graphic packaging and corrugated shipping containers with the January 24, 1994 acquistion of Lawless Holding Corporation by Chesapeake Packaging. This acquisition included the Lawless Container Corporation corrugated container plant in North Tonawanda, New York; corrugated sheet plants in Scotia, New York, LeRoy, New York and Madison, Ohio; and Lawless Packaging and Display, a consumer graphic packaging plant in Buffalo, New York.
OTHER BUSINESSES
Delmarva Properties, Inc. and Stonehouse Inc.
Delmarva Properties develops and markets land that has potential for value greater than as timberland. Nearly all of Delmarva Properties' present land inventory of approximately 15,000 acres was formerly timberland owned by Chesapeake Forest Products. Delmarva Properties develops land in Virginia, Maryland and Delaware primarily for residential housing. Sales also include large lots and acreage for others to develop.
Stonehouse Inc. is managing the planning for development of a new 7,600-acre planned community near Williamsburg, Virginia. The company is in the process of applying for required permits and approvals for this large project. Sales are not anticipated until at least the latter part of the 1990s. Most of Stonehouse's land was formerly timberland owned by Chesapeake Forest Products.
RAW MATERIALS
The Company's raw materials are readily available at competitive prices.
ENVIRONMENTAL
The information presented under the caption "Financial Review 1991- 1993, Environmental" of the 1993 Annual Report is incorporated herein by reference.
EMPLOYEES
As of December 31, 1993, the Company had 4,833 employees. The Company believes that its relations with its employees are good. In 1992, the Company reached agreement on five-year collective bargaining agreements with the unions representing employees at the Wisconsin Tissue and Chesapeake Paper Products mills.
COMPETITION AND SEASONALITY
With its diversity of products, Chesapeake has many customers buying different products and is not dependent on any single customer, or group of customers, in any market segment. Longstanding relationships exist with many of our customers who place orders on a continuing basis. Because of the nature of our business, order backlog is not large. The third and fourth quarters of each year are usually the highest in sales and earnings. Our major businesses generally experience peak activity during the months of August through October.
Competition is intense in all business segments from much larger companies and from local and regional producers and converters. The Company believes that competitive factors in our industry preclude a meaningful estimate of the number of competitors and, except as noted, the Company's relative competitive position. The Company does not have any appreciable market share in pure commodity products, such as bleached hardwood pulp and brown paperboard. For this reason, the Company has de- emphasized these products to pursue specialty products that we believe will provide less pricing volatility and increased profitability. We believe that, with our strengths of customer service and competitive products, we are well positioned to compete in these specialized markets.
RESEARCH AND DEVELOPMENT
In addition to forestry research programs, the Company conducts limited continuing technical research and development projects relating to new products and improvements of existing products and processes. Expenditures for research and development activities are not material.
Item 2.



Item 2. Properties
At year-end 1993, Chesapeake manufactured or converted paper and wood products at 36 facilities in 11 states. The information presented under "Operating Managers and Locations" in the 1993 Annual Report is incorporated herein by reference. The Company owns substantially all of its production facilities, which are
well maintained and in good operating condition, and are utilized at practical capacities that vary in accordance with product mixes, market conditions and machine configurations.
Item 3.

Item 3. Legal Proceedings
The information presented in "Notes to Consolidated Financial Statements, Note 10 - Litigation" of the 1993 Annual Report is incorporated herein by reference. Item 4.

Item 4. Submission of Matters to a Vote of Security Holders
None
Executive Officers of the Registrant
The names and ages of each executive officer of Chesapeake, together with a brief description of the principal occupation or employment of each such person during the last five years, is set forth below. Executive officers serve at the pleasure of the board of directors and are elected at each annual organizational meeting of the board of directors.
J. Carter Fox (54) President & Chief Executive Officer since 1980 Paul A. Dresser, Jr. (51) Chief Operating Officer since 1991 Executive Vice President since 1990 Chief Financial Officer 1981-1991 Group Vice President-Finance & Administration 1984-1990 Thomas Blackburn (42) Group Vice President-Kraft Products since 1991 President, Chesapeake Paper Products Company and Chesapeake Forest Products Company since 1991 Kraft Products-Executive Vice President 1990-1991 General Manager, Crossett, Arkansas, Georgia-Pacific Corporation 1988-1990 Charles S. Cianciola (60) Group Vice President-Tissue Products since 1988 President, Wisconsin Tissue Mills Inc. since 1988 Samuel J. Taylor (54) Group Vice President-Packaging since 1988 President, Chesapeake Packaging Co. since 1988 J. P. Causey Jr. (50) Vice President, Secretary & General Counsel since 1986 John W. Kirk (47) Vice President-Strategic Development since 1992 Controller & Chief Acccounting Officer 1990-1992 Controller 1981-1992
Andrew J. Kohut (35) Vice President-Finance & Chief Financial Officer since 1991 President and General Manager, Color-Box, Inc. 1989-1991 Senior Director-Strategic Development 1987-1989 Thomas A. Smith (47) Vice President-Human Resources & Assistant Secretary since 1987
PART II
Item 5.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The dividend and stock price information presented under the caption "Recent Quarterly Results" and the information concerning retained earnings available for dividends presented in "Notes to Consolidated Financial Statements, Note 3 - Long-Term Debt" of the 1993 Annual Report are incorporated herein by reference. The Company is listed on the New York Stock Exchange under the symbol - CSK. As of March 2, 1994, there were 7,466 stockholders of record of the Company's common stock.
Item 6.

Item 6. Selected Financial Data
The information for the years 1989-1993 presented under the caption "Eleven-Year Comparative Record" of the 1993 Annual Report is incorporated herein by reference.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
The information presented under the caption "Financial Review 1991- 1993" of the 1993 Annual Report is incorporated herein by reference.
Item 8.


Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company and subsidiaries, including the notes thereto, and the information presented under the caption "Recent Quarterly Results" of the 1993 Annual Report are incorporated herein by reference.
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
PART III
Item 10.



Item 10. Directors and Executive Officers of the Registrant
The information presented under the captions "Information Concerning Nominees" and "Directors Continuing in Office" of the Company's definitive Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 1994 (the "1994 Proxy Statement") is incorporated herein by reference.
Item 11.

Item 11. Executive Compensation
The information presented under the captions "Compensation of Directors" and "Executive Compensation" of the 1994 Proxy Statement (excluding, however, the information presented under the subheadings "Compensation Committee Report on Executive Compensation" and "Performance Graph") is incorporated herein by reference.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
The information presented under the caption "Security Ownership of Certain Beneficial Owners and Management" of the 1994 Proxy Statement is incorporated herein by reference.
Item 13.

Item 13. Certain Relationships and Related Transactions
The information presented under the caption "Certain Transactions" of the 1994 Proxy Statement is incorporated herein by reference.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
a. Documents
(i) Financial Statements
The financial statements incorporated by reference into this report are listed in the Index to Financial Statements and Schedules on page 13 hereof.
(ii) Financial Statement Schedules
The financial statement schedules filed as a part of this report are listed in the Index to Financial Statements and Schedules on page 13 hereof.
(iii) Exhibits filed or incorporated by reference
The exhibits that are required to be filed or incorporated by reference herein are listed in the Exhibit Index found on pages 18-19 hereof. Exhibits 10.1 - 10.11 hereto constitute management contracts or compensatory plans or arrangements required to be filed as exhibits hereto.
b. Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. CHESAPEAKE CORPORATION (Registrant)
February 8, 1994 By /s/ CHRISTOPHER R. BURGESS Christopher R. Burgess Controller
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 indicated.
By By /s/ WALLACE STETTINIUS Paul A. Dresser, Jr. Wallace Stettinius Director
By /s/ J. CARTER FOX By /s/ JOHN HOYT STOOKEY J. Carter Fox John Hoyt Stookey Director; President & Director Chief Executive Officer
By /s/ ROBERT L. HINTZ By /s/ RICHARD G. TILGHMAN Robert L. Hintz Richard G. Tilghman Director Director By /s/ WILLIAM D. McCOY By William D. McCoy Joseph P. Viviano Director
By /s/ STURE G. OLSSON By /s/ H. H. WARNER Sture G. Olsson Harry H. Warner Chairman of the Board Director of Directors
By /s/ JOHN W. ROSENBLUM By /s/ ANDREW J. KOHUT John W. Rosenblum Andrew J. Kohut Director Vice President & Chief Financial Officer
By /s/ FRANK S. ROYAL By /s/ CHRISTOPHER R. BURGESS Frank S. Royal Christopher R. Burgess Director Controller
Each of the above signatures is affixed as of February 8, 1994.
CHESAPEAKE CORPORATION
Index to Financial Statements and Schedules
The consolidated balance sheet of Chesapeake Corporation and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of income and retained earnings and cash flows for each of the three years in the period ended December 31, 1993, including the notes thereto, are presented in the Company's 1993 Annual Report and are incorporated herein by reference. With the exception of the aforementioned information, and the information incorporated by reference in numbered Items 1, 2, 3, 5, 6, 7 and 8, no other data appearing in the 1993 Annual Report is deemed to be "filed" as part of this Form 10-K. The following additional financial data should be read in conjunction with the consolidated financial statements.
Page
Report of Independent Accountants .......................... 14
Financial Statement Schedules* Schedules for each of the three years in the period ended December 31, 1993 II. Amounts Receivable from Related Parties and Underwriters, Promoters and Employees Other Than Related Parties......... ............................ 15 V. Property, Plant and Equipment........................ 16 VI. Accumulated Depreciation of Property, Plant and Equipment............................................. 17
*Schedules other than those listed above are omitted because they are not applicable or are not required.
REPORT OF INDEPENDENT ACC0UNTANTS
To the Stockholders and Board of Directors Chesapeake Corporation:
We have audited the consolidated financial statements of Chesapeake Corporation and subsidiaries as of December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993, which financial statements are included in the 1993 Annual Report to Stockholders of Chesapeake Corporation and incorporated herein by reference. We have also audited the financial statement schedules listed in the index on page 13 of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. 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 consolidated financial position of Chesapeake Corporation and subsidiaries as of December 31, 1993 and 1992, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.
As discussed in notes 4, 6 and 13 to the consolidated financial statements, the company changed its methods of accounting for postretirement benefits other than pensions and accounting for income taxes in 1992. /s/ COOPERS & LYBRAND
COOPERS & LYBRAND Richmond, Virginia January 25, 1994
CHESAPEAKE CORPORATION AND SUBSIDIARIES SCHEDULE II - AMOUNTS RECEIVABLE (IN EXCESS OF $100,000) FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
Balance at Deductions
end of year Number of Balance at Amounts collateral beginning Amounts written
Not shares at Name of debtor(a) of year Additions collected off Current Current end of year
(Dollar amounts in thousands) Year ended December 31, 1991: J. Carter Fox $103 $ - $41 $ - $ 32 $ 30 13,850
Year ended December 31, 1992: J. Carter Fox $ 62 $ - $ 62 $ - $ - - -
Year ended December 31, 1993: $ - $ - $ - $ - $ - $ - -
Note: (a) Under the provisions of the Company's stock option plans, five-year loans may be made to individuals in connection with their exercise of options for shares of common stock. Outstanding loans bear interest at 9% per annum, mature within five years in installments that
comply with applicable rules of the Federal Reserve Board and are collateralized by shares of common stock.
CHESAPEAKE CORPORATION AND SUBSIDIARIES SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Cost of timber Balance at Additions harvested Balance
beginning at Sales and credited to Other at end of year Cost retirements asset cost Changes of year
(In millions) Year ended December 31, 1991 Land - plant sites $ 11.6 $ .2 $ .6 $ -
$ - $ 11.2 Buildings and structures 111.1 5.5 1.6 -
- 115.0 Machinery and equipment 828.8 36.9 (a) 16.1
- - 849.6 Construction in progress 19.4 47.5 (a) - -
- 66.9 Subtotals 970.9 90.1
18.3 - - - 1,042.7 Timber and timberlands 39.7 2.1 - 1.1
- 40.7
Totals $1,010.6 $92.2 $18.3
$ 1.1 $ - $1,083.4
Year ended December 31, 1992 Land - plant sites $ 11.2 $ .1 $ - $ -
$ - $ 11.3 Buildings and structures 115.0 5.4
.6 - - 3.2 (b) 123.0 Machinery and equipment 849.6 129.6 (a) 10.7
- 16.4 (b) 984.9 Construction in progress 66.9 (52.1) (a) - -
- 14.8 Subtotals 1,042.7 83.0 11.3
- 19.6 1,134.0 Timber and timberlands 40.7 2.0 .2
1.1 - - 41.4
Totals $1,083.4 $ 85.0 $11.5 $ 1.1 $19.6 $1,175.4
Year ended December 31, 1993 Land - plant sites $ 11.3 $ .4 $ .8 $ - $ - $ 10.9 Buildings and structures 123.0 12.6 5.5 - (.2) 129.9 Machinery and equipment 984.9 44.4 30.1 - .2 999.4 Construction in progress 14.8 4.9 .4 - - 19.3 Subtotals 1,134.0 62.3 36.8 - - 1,159.5 Timber and timberlands 41.4 1.6 2.5 .7 - 39.8
Totals $1,175.4 $63.9 $39.3 $ .7 $ - $1,199.3
Notes: (a) Major additions 1991 and 1992 - Number 5 recovery boiler (Chesapeake Paper Products) (b) Adoption of SFAS 109
CHESAPEAKE CORPORATION AND SUBSIDIARIES SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
Additions Balance at charged to Balance at beginning costs and Other end of of year expenses Retirements changes year
(Inmillions)
Year ended December 31, 1991: Buildings and structures $ 28.8 $ 4.3 $ 1.2 $ .3 $ 32.2 Machinery and equipment 365.6 56.7 13.0 .3 409.6
Totals $394.4 $61.0 $14.2 $ .6 $441.8
Year ended December 31, 1992: Buildings and structures $ 32.2 $ 5.2 $ .5 $ 1.6 (a) $ 38.5 Machinery and equipment 409.6 60.2 9.9 8.7 (a) 468.6
Totals $441.8 $65.4 $10.4 $10.3 $507.1
Year ended December 31, 1993: Buildings and structures $ 38.5 $ 5.1 $ 4.2 $ (.2) $ 39.2 Machinery and equipment 468.6 64.4 26.9 .2 506.3
Totals $507.1 $69.5 $31.1 $ - $545.5
Notes: (a) Adoption of SFAS 109
EXHIBIT INDEX
2.1 Asset Purchase Agreement, dated as of September 24, 1993, By and Between Chesapeake Building Products Company and Universal ForestProducts, Inc.
2.2 Agreement of Merger, dated as of December 31, 1993, By andAmong Chesapeake Packaging Co., Lawless Acquistion Co., Lawless Holding Corporation and the Common Shareholders of Lawless Holding Corporation The registrant agrees to furnish supplementally to the Securities and Exchange Commission, upon request, copies of the schedules and exhibits to Exhibits 2.1 and 2.2 hereto that are not filed herewith prusuant to Item 601(b)(2) of Regulation S-K.
3.1 Articles of Incorporation (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference)
3.2 Bylaws (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference)
4.1 Indenture, dated as of July 15, 1985, between the Registrant and Sovran Bank, N.A., as Trustee (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-30900 and incorporated herein by reference)
4.2 First Supplemental Indenture, dated as of September 1, 1989, to the Indenture dated as of July 15, 1985, between the Registrant and Sovran Bank, N.A., as Trustee (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed October 9, 1990, and incorporated herein by reference)
The registrant agrees to furnish to the Securities and Exchange Commission, upon request, copies of those agreements defining the rights of holders of long-term debt of the registrant and its subsidiaries that are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K.
10.1 1981 Stock Incentive Plan (included as Exhibit A to the Prospectus contained in Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 2-71595 and incorporated herein by reference)
10.2 1987 Stock Option Plan (filed as Exhibit A to the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders held April 22, 1987 and incorporated herein by reference)
10.3 Directors' Deferred Compensation Plan (filed as Exhibit VII to the Registrant's Annual Report on Form 10-K for the year ended December 28, 1980 and incorporated herein by reference)
10.4 Non-Employee Director Stock Option Plan (filed as Exhibit 4.1 to Form S-8 Registration Statement No. 33-53478 and incorporated herein by reference)
10.5 Executive Supplemental Retirement Plan (filed as Exhibit VI to the Registrant's Annual Report on Form 10-K for the year ended December 28, 1980 and incorporated herein by reference)
10.6 Retirement Plan for Outside Directors (filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987 and incorporated herein by reference)
10.7 Officers' Incentive Program (filed as Exhibit 10.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987 and incorporated herein by reference)
10.8 Chesapeake Corporation Salaried Employees' Benefits Continuation Plan (filed as Exhibit 10.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference)
10.9 Chesapeake Corporation Long-Term Incentive Plan (filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference)
10.10 Chesapeake Corporation 1993 Incentive Plan (filed as Exhibit 4.1 to Form S-8 Registration Statement No. 33-67384 and incorporated herrein by reference)
10.11 Agreement between Thomas Blackburn and Chesapeake Paper Products Company dated as of November 24, 1993
11.1 Computation of Net Income Per Share of Common Stock
12.1 Computation of Ratio of Earnings to Fixed Charges
13.1 Portions of the Chesapeake Corporation Annual Report to Stockholders for the year ended December 31, 1993
21.1 Subsidiaries
23.1 Consent of Coopers & Lybrand
28.1 Form 11-K Annual Report, Hourly Employees' Stock Purchase Plan for the plan fiscal year ended November 30, 1993