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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the period ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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ChemFirst Inc. Commission file number 333-157-89
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
700 North Street
Post Office Box 1249
Jackson, Mississippi 39215-1249
CHEMFIRST INC.
700 North Street
Post Office Box 1249
Jackson, Mississippi 39215-1249
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Schedule
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Index to Financial Statements and Schedule
Independent Auditors' Report
Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999
Statements of Changes in Net Assets Available for Benefits for the years ended
December 31, 2000 and 1999
Notes to Financial Statements
Supplemental Schedule:
1. Schedule of Assets Held for Investment Purposes at End of Year,
December 31, 2000
All other schedules are omitted because they are not required under Department
of Labor Regulations.
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INDEPENDENT AUDITORS' REPORT
The Employee Benefits Committee
ChemFirst Inc.:
We have audited the financial statements of ChemFirst Inc. 401(k) Savings and
Employee Stock Ownership Plan (the Plan) as listed in the accompanying index.
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 auditing standards generally accepted
in the United States of America. 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 ChemFirst Inc.
401(k) Savings and Employee Stock Ownership Plan as of December 31, 2000 and
1999, and the changes in net assets available for benefits for the years ended
December 31, 2000 and 1999, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year as of December 31, 2000 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 audit of
the December 31, 2000 basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the December 31, 2000 basic
financial statements taken as a whole.
KPMG LLP
June 15, 2001
Jackson, Mississippi
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
------------ ------------
Cash $ 50 --
Investments:
Mutual funds, at fair value 36,066,316 38,986,147
Participant loans, at cost which approximates
fair value 1,756,278 1,636,526
ChemFirst Inc. common stock, at fair value 8,812,453 8,882,843
Placer Dome Inc. common stock, at fair value -- 1,706,090
Mississippi Chemical Corporation common stock,
at fair value -- 192,660
------------ ------------
Total investments 46,635,047 51,404,266
------------ ------------
Receivables:
Employers' contributions 302,420 163,114
Participants' contributions 262,763 9,921
------------ ------------
Total receivables 565,183 173,035
------------ ------------
Net assets available for benefits $ 47,200,280 51,577,301
============ ============
See accompanying notes to financial statements.
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2000 and 1999
2000 1999
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Contributions:
Participants $ 2,376,628 2,832,024
Employers 1,296,182 1,543,179
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Total contributions 3,672,810 4,375,203
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Net investment income:
Interest income 250,915 258,014
Dividend income:
ChemFirst Inc. common stock 162,847 185,197
Placer Dome Inc. common stock 13,190 8,573
Mississippi Chemical Corporation
common stock 2,732 11,793
Mutual funds 2,742,869 3,181,387
------------- -------------
Total dividend income 2,921,638 3,386,950
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Realized gains (losses) on investments, net:
Mutual funds (132,227) 1,202,623
ChemFirst Inc. common stock 159,423 449,756
Placer Dome Inc.
common stock (1,022,202) 147,297
Mississippi Chemical Corporation
common stock 157,752 (66,901)
------------- -------------
Net realized gains (losses) (837,254) 1,732,775
------------- -------------
Unrealized appreciation (depreciation)
of investments, net (6,086,988) 1,567,291
Advisory fees (56,980) (71,502)
------------- -------------
Net investment income (loss) (3,808,669) 6,873,528
------------- -------------
Rollovers 61,838 88,799
Withdrawals and terminations, net
of forfeitures (3,988,356) (6,045,915)
Transfer of participant account balances (314,644) (6,274,086)
------------- -------------
Net decrease in net assets available
for benefits (4,377,021) (982,471)
Net assets available for benefits:
Beginning of period 51,577,301 52,559,772
------------- -------------
End of period $ 47,200,280 51,577,301
============= =============
See accompanying notes to financial statements.
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(1) DESCRIPTION OF PLAN
The following description of ChemFirst Inc. 401(k) Savings and Employee
Stock Ownership Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for more complete
information.
(a) CHANGE IN ORGANIZATION OF PLAN'S SPONSOR
In December 1996, First Mississippi Corporation contributed
all of its assets and subsidiaries, other than those relating
to its fertilizer business, to ChemFirst Inc. (the Company or
ChemFirst), which at the time was a wholly-owned subsidiary of
First Mississippi Corporation. First Mississippi Corporation
then spun off ChemFirst Inc. in a tax-free distribution of
ChemFirst's common stock to First Mississippi Corporation's
shareholders. This distribution occurred immediately before
and in connection with the merger of First Mississippi
Corporation with a wholly-owned subsidiary of Mississippi
Chemical Corporation (MCC) on December 24, 1996. The merger
consideration consisted of 0.3340026 shares of MCC stock in
exchange for each share of First Mississippi Corporation
stock. Cash was paid in settlement of fractional shares. In
addition, First Mississippi Corporation debt was refinanced
and increased to approximately $150,000,000 and then assumed
by MCC. After the refinancing and payment of certain expenses,
cash of approximately $50,000,000 was transferred to
ChemFirst. These transactions were accounted for as a disposal
of the fertilizer business of First Mississippi Corporation
and a name change to ChemFirst Inc. The name of the Plan was
also changed and the Plan's fiscal year was changed from June
30 to December 31.
Effective December 31, 1999, the Company sold its wholly owned
subsidiaries, Callidus Technology, Inc. and Plasma Energy
Corporation. In connection with the spin-offs, some of the
participant accounts of employees were transferred from the
Plan.
Effective February 15, 2000, the Company sold its wholly owned
subsidiary, FirstMiss Steel, Inc. The former employees of
FirstMiss Steel, Inc. have the option to transfer their
account balances into other qualified plans.
(b) GENERAL
The ChemFirst Inc. 401(k) Savings Plan became effective July
1, 1974. The ChemFirst Inc. Employee Stock Ownership Plan
became effective January 1, 1978. The two plans were merged
and restated as the ChemFirst Inc. 401(k) Savings and Employee
Stock Ownership Plan effective January 1, 1997. The 401(k)
Savings Plan is the surviving plan.
The Plan is a defined contribution plan subject to the
provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA). The Plan currently covers
substantially all employees of the Company and its
subsidiaries.
(Continued)
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(c) PARTICIPATION
An employee becomes a participant in the Plan on the first day
of employment. The Plan is available to all regular employees,
defined as employees (whether full-time or part-time) hired to
fill a specific position on a permanent basis and for whom the
employer annually budgets compensation and benefits.
(d) CONTRIBUTIONS
The 401(k) provisions of the Plan allow deferral of tax by the
participants on their contributions and earnings thereon. Plan
participants may elect to contribute from 1% to 15% of monthly
base pay to the Plan, subject to regulatory limitations. The
Company matches these 401(k) contributions up to 4% of monthly
base pay.
Additionally, the Company may elect to make a contribution to
the Plan under the employee stock ownership provisions of the
Plan. The contribution, if any, will be an amount determined
and authorized by the Board of Directors of the Company and
will be allocated by the ratio of each eligible participant's
compensation to the total compensation of all eligible
participants.
(e) LOANS
The Plan provides for participant loans. A participant can
borrow up to 50% of the participant's vested 401(k) account
balance, not to exceed $50,000 less the participant's highest
outstanding loan balance during the previous twelve months.
The minimum loan amount is $1,000 per loan, and three loans
per participant may be outstanding at any time. The interest
rate charged on loan balances is equal to the prime rate plus
1%, and the interest charged is credited to the borrowing
participant's account. Maturities cannot exceed five years,
except for loans made to purchase a primary residence, in
which case the maturity cannot exceed 10 years. Effective
October 1, 2000, the participant must pay a $35 set-up fee and
a $3.75 quarterly administrative fee for each loan. Prior to
October 1, 2000, the participant paid a $50 set-up fee and a
$2.50 monthly administrative fee for each loan.
(f) PARTICIPANT ACCOUNTS
Individual accounts are maintained for each participant to
reflect the participants' contributions, related matching
contribution, and allocated earnings or losses thereon. The
fund investment options selected by participants allocate
income or loss based on participant shares held in a
particular fund investment option. The benefit to which a
participant is entitled is the benefit that can be provided
from the participant's vested account balance.
(Continued)
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(g) VESTING
Participants' 401(k) contributions and allocated earnings or
losses thereon are fully vested at all times and are not
subject to forfeiture for any reason. Employers' 401(k)
contributions and allocated earnings or losses thereon fully
vest after a participant completes three years of service or
upon a participant's retirement, disability or death,
whichever occurs first.
(h) FORFEITURES
A participant's forfeiture of their employers' 401(k)
contributions may be used to pay plan expenses and/or to
reduce employers' 401(k) contributions in the year in which
the forfeitures are determined to occur.
A participant's forfeiture of their ESOP account balances is
used to reduce the Company's ESOP contributions in the year in
which the forfeitures are determined to occur.
(i) BENEFITS
Benefits are generally payable on termination, retirement,
death, or disability. Benefits may be paid by either (a)
lump-sum payment, (b) deferred payment, or (c) installment
payments, as requested by the participant. The benefit payment
options available to participants depend on the reason for the
separation from service.
(j) ADMINISTRATIVE EXPENSES
Administrative expenses, with the exception of advisory fees,
are generally paid by the Company, but may be paid by the
Plan. Advisory fees are for the management of the mutual funds
in which plan assets are invested and are paid by the Plan.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting.
(b) DIVIDENDS
Dividend income is recorded as of the dividend record date.
(Continued)
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(c) INVESTMENTS
Investments in cash and participant loans are stated at cost,
which approximates fair value. Investments in ChemFirst Inc.,
Placer Dome Inc. and Mississippi Chemical Corporation common
stocks and mutual funds are stated at quoted market value.
Investment transactions are accounted for on the trade date
basis.
The Plan does not require any collateral or other security
from the trustee to support the investments.
(d) 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 reported amounts of net assets and
changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
(e) INCOME TAXES
In a determination letter dated June 23, 2000, the Internal
Revenue Service held that the Plan is exempt from income taxes
in accordance with applicable provisions of the Internal
Revenue Code. It also held that participant income taxes on
contributions and earnings are deferred until such amounts are
received by the participant or a beneficiary. In the opinion
of the Plan Administrator, this Plan has operated within the
terms of the Plan and is qualified and exempt under the
applicable requirements of the Internal Revenue Code.
(f) SALES OF INVESTMENTS
Effective October 1, 2000, the cost of all investments sold is
determined based on the individual cost of each issue. Prior
to October 1, 2000, the cost of stock and mutual fund shares
sold was determined based on the average cost of the shares
while the cost of other investments was determined based on
the individual cost of each issue.
(g) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(Continued)
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(3) VOTING RIGHTS
All common stock allocated to participants' accounts carries with it
full voting privileges and any other rights that the stock might have.
Fidelity Trust Company (the Trustee) votes such stock in accordance
with the written instructions of the participants. Unallocated stock is
voted by the Trustee as instructed by the Employee Benefits Committee.
(4) ACQUISITION LOANS
The Trustee may incur acquisition loans from time to time to finance
the acquisition of ChemFirst Inc. common stock (ESOP financed shares)
or to repay a prior acquisition loan. Acquisition loans are to be for a
specific term, bear a reasonable rate of interest and are not payable
on demand except in the event of default. An acquisition loan may be
secured only by a pledge of the shares acquired.
Financed shares are allocated to the participants only as payments are
made on the acquisition loan.
As of December 31, 2000 and 1999, no acquisition loans had been
incurred by the Plan.
(5) UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
During the years ended December 31, 2000 and 1999, unrealized
appreciation (depreciation) of the Plan's investments was as follows:
2000 1999
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Mutual funds $ (6,036,836) 1,671,748
ChemFirst Inc. common stock (50,152) 289,254
Placer Dome Inc. common stock -- (259,881)
Mississippi Chemical Corporation
common stock -- (133,830)
------------ ------------
$ (6,086,988) 1,567,291
============ ============
(Continued)
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(6) PLAN INVESTMENTS
The following investments exceeded 5% of net assets available for
benefits at December 31, 2000 and 1999:
DECEMBER 31, 2000
-----------------------------
SHARES
OR FACE CARRYING
AMOUNT VALUE
------------ ------------
Mutual funds:
Fidelity Retirement Money Market Fund 2,944,808 $ 2,944,808
Fidelity Managed Income Portfolio 3,918,632 3,918,632
Fidelity Balanced Fund 493,799 7,500,810
Fidelity Spartan U.S. Equity Index Fund 59,282 2,774,987
Fidelity Growth Company Fund 201,753 14,411,224
Fidelity Aggressive Growth Fund 102,589 3,710,635
ChemFirst Inc. common stock* 399,422 8,812,453
DECEMBER 31, 1999
-----------------------------
SHARES
OR FACE CARRYING
AMOUNT VALUE
------------ ------------
Mutual funds:
Frank Russell Fixed Income III 388,666 $ 3,247,809
Frank Russell Equity I 87,968 3,295,290
Vanguard Index 500 Fund 31,053 4,202,371
Frank Russell Equity Q 275,981 11,467,021
Charles Schwab Retirement Money 3,165,384 3,165,384
ChemFirst Inc. common stock* 406,069 8,882,843
*Nonparticipant-directed
(7) 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. However, no
such action may deprive any participant or beneficiary under the Plan
of any vested right.
(8) SUBSEQUENT EVENT
In June 2001, the Company announced an agreement to sell its custom and
fine chemical business. A determination has not yet been made on the
ultimate effect this sale will have on Plan assets.
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SCHEDULE 1
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Plan Sponsor: ChemFirst Inc.
Plan Sponsor EIN: 64-0679456
Plan Number: 002
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2000
SHARES OR CURRENT
FACE VALUE VALUE
------------ ------------
Mutual funds
* Fidelity Retirement Money Market Fund 2,944,808 $ 2,944,808
* Fidelity Managed Income Portfolio 3,918,632 3,918,632
* Fidelity Balanced Fund 493,799 7,500,810
* Fidelity Spartan US Equity Index Fund 59,282 2,774,987
* Fidelity Fund 593 19,432
* Fidelity Growth Company Fund 201,753 14,411,224
* Fidelity Aggressive Growth Fund 102,589 3,710,635
* Fidelity Diversified International Fund 24,283 532,762
* Fidelity Freedom 2010 Fund 12,980 179,645
* Fidelity Freedom 2020 Fund 1,992 28,998
* Fidelity Freedom 2030 Fund 550 8,247
* Fidelity Self Directed Broker Fund 36,137 36,136
------------
Total mutual funds 36,066,316
------------
*Participant loans, 6 months to 10 years maturity with
interest rates 7.0% to 10.5% 1,756,278 1,756,278
*ChemFirst Inc. common stock 399,422 8,812,453
------------
$ 46,635,047
============
*A party-in-interest as defined by ERISA.
See accompanying independent auditors' report.
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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 its behalf by the undersigned
hereunto duly authorized.
CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Date: June 27, 2001 /s/ J. STEVE CHUSTZ
-------------------------------
J. Steve Chustz
Member, Employee Benefits Committee
Date: June 27, 2001 /s/ WILLIAM KEMP
-------------------------------
William Kemp
Member, Employee Benefits Committee
Date: June 27, 2001 /s/ GEORGE SIMMONS
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George Simmons
Member, Employee Benefits Committee
Date: June 27, 2001 /s/ R. MICHAEL SUMMERFORD
-------------------------------
R. Michael Summerford
Member, Employee Benefits Committee
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CHEMFIRST INC.
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
INDEX TO EXHIBITS
EXHIBIT
NUMBER
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23.1 Independent Auditors' Consent