<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ____________
Commission File Number 0-8615
A. Full title of the Plan and the address of the Plan, if different from that
of the issuer named below:
Business Records Corporation 401(k) Retirement Savings Plan and Trust
B. Name of the issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Business Records Corporation Holding Company
1111 West Mockingbird Lane
Suite 1400
Dallas, Texas 75247
<PAGE> Page 1 of 15
The Exhibit Index appears on Page 14.
REQUIRED INFORMATION
The financial statements listed in the accompanying index on page 3 are filed
as part of this Form 11-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of the Plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
BUSINESS RECORDS CORPORATION 401(k) RETIREMENT
SAVINGS PLAN AND TRUST
By Administrative Committee appointed pursuant
to the Plan:
/s/ T. E. Kiraly
/s/ L. Kelso
/s/ J. C. Wright
/s/ M. D. Collins
Date: June 29, 1995
<PAGE>
BUSINESS RECORDS CORPORATION 401(k) RETIREMENT
SAVINGS PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
Page
Report of Independent Accountants -
Price Waterhouse LLP F-1
Financial Statements:
Statements of Net Assets Available for
Plan Benefits as of December 31, 1994
and 1993 F-2
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1994 F-3
Notes to Financial Statements F-4
Supplemental Schedules:
Assets Held for Investment F-11
Reportable Transactions and Transactions
with Parties-In-Interest F-12
Parties-In-Interest F-13
All other schedules have been omitted because they are not applicable, are not
required, or the information required to be set forth therein is included in
the financial statements or the accompanying notes.
<PAGE>F-1 REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Business Records Corporation 401(k)
Retirement Savings Plan and Trust
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets available for plan
benefits of the Business Records Corporation 401(k) Retirement Savings Plan
and Trust at December 31, 1994 and 1993, and the changes in net assets
available for plan benefits for the year ended December 31, 1994 in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the plan's management; our responsibility is to express
an opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in the
supplemental schedules is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Price Waterhouse LLP
/s/ Price Waterhouse LLP
Dallas, Texas
June 23, 1995
<PAGE>F-2
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1994 1993
ASSETS
Investments, at market (Note E) $13,685,574 $6,188,201
Interest receivable 69,103 5,346
Contributions receivable 266,539 55,933
Total assets 14,021,216 6,249,480
LIABILITIES
Withdrawals payable (139,246) (18,616)
Accounts payable --- (3,364)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $13,881,970 $6,227,500
See notes to financial statements.
<PAGE>F-3
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1994
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants $ 1,449,621
Employer 351,001
1,800,622
Transfers (Note A) 6,567,948
Investment income:
Dividends 97,968
Interest 119,275
Net realized and unrealized
gains/(losses) 66,335
Total additions 8,652,148
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals by participants (986,109)
Plan administrative expenses (11,569)
Total deductions (997,678)
Net increase in Plan assets 7,654,470
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 6,227,500
End of year $13,881,970
See notes to financial statements.
<PAGE>F-4
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 1994
NOTE A - DESCRIPTION OF THE PLAN
The following description of the Business Records Corporation 401(k) Retirement
Savings Plan and Trust (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
General
The Plan is a nondiscriminatory retirement and savings plan for all full-time
and part-time employees of Business Records Corporation Holding Company and
subsidiaries (the "Company" or "BRC") who elect to participate and have
completed at least six months of service. Employees covered by a collective
bargaining agreement are excluded from participation in the Plan if retirement
benefits were the subject of good faith bargaining between the employees'
representative and the employer and if the agreement does not require the
employer to include such employees in the Plan. The Plan is subject to the
provisions of the Employee Retirement and Income Security Act of 1974 (ERISA).
Contributions
Participating employees may elect to make salary reduction contributions to the
Plan of up to fifteen percent of annual compensation, as defined by the Plan.
The Company is required to make minimum contributions to the Plan in an amount
equal to thirty-five percent of employee salary reduction contributions up to
six percent of compensation. The Company may, at its discretion, make
additional contributions. Employees contributing at the rate of six percent
may elect to increase their salary reduction contributions up to an additional
nine percent, which is not matched by the Company. Total individual employee
contributions may not exceed the maximum dollar per year limit established by
the Internal Revenue Code.
The Tax Reform Act of 1986 limits the employer contributions made to the Plan
for highly compensated employees. Therefore, the limit on the maximum
percentage of compensation of certain highly compensated employees (as defined
in Section 401(k)(5) of the Internal Revenue Code) that may be contributed to
the Plan may be decreased from time to time as the Administrative Committee
determines.
Vesting
Participants are immediately vested in their employee contributions plus actual
earnings thereon. Vesting of employer contributions is graduated based on
years of continuous service. A participant is 100% vested after five years of
service.
Payment of Benefits
Upon termination of service, participants who are 100% vested may elect to
receive either a lump-sum amount equal to the value of their accounts or
periodic payments of substantially equal installments at least annually.
<PAGE>F-5
Expenses and Forfeitures
Forfeitures are used to reduce the Company's contributions to the Plan.
Forfeitures were $25,613 in 1994. For the period from January 1, 1994 through
September 30, 1994, fees and expenses were paid by the Plan. The Plan was
amended October 1, 1994 and requires that the Company pay all fees and expenses
related to the Plan.
Changes
In April 1994, the Board of Directors of the Company approved the merger of the
CMSI 401(k) Plan previously adopted by CMSI, Inc., a subsidiary of the Company,
into the Plan. Such merger became effective September 30, 1994. As a result
of that merger, in October 1994, the Plan received a transfer of $6,567,948 in
cash and various fund investments, and approximately 429 participants were
added to the Plan. Also effective that date, Bank One, Texas N.A. was removed
as trustee of the Plan, and was replaced by First Interstate Bank of Texas
(the "Trustee"). Several plan amendments were adopted during the year.
Significant amendments to the Plan included: the merger; the shortening of the
years of service requirement for 100% vesting from seven to five years; and
the increase in the maximum contribution level for participants from ten
percent to fifteen percent of their compensation.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Basis
The financial statements of the Plan are prepared in accordance with generally
accepted accounting principles. Since the assets are stated at market value,
unrealized appreciation and depreciation of the assets are reflected in the
asset balances.
Investments and Investment Income
The investment in the Company's common stock is valued at the closing price of
the stock on the last business day of the year. Investments in the equity
funds and the fixed income fund are valued at their quoted market prices on
the last business day of the year. Investments in the guaranteed investment
contract fund are recorded at cost which approximates market value.
Purchases and sales of securities are reflected on a trade-date basis. The
statement of changes in net assets available for plan benefits includes net
unrealized appreciation or depreciation for the year on investments held at
the end of the year. Any realized gain or loss on sales of investments is
based on cost adjusted for unrealized appreciation or depreciation at the
beginning of the year. Dividend income is recorded on the ex-dividend date.
Income from other investments is recorded as earned on the accrual basis.
Withdrawals Payable
Withdrawals payable represents amounts due to employees who have been
terminated or have received hardship elections which are in the process of
being paid to the participants.
<PAGE>F-6
NOTE C - NUMBER OF PARTICIPANTS
There were 1,022 participants in the Plan on December 31, 1994.
NOTE D - PLAN STATUS
The Plan complies with federal requirements under ERISA and these financial
statements are substantially identical to those prepared for inclusion in the
annual report to be filed with the Department of Labor. The Internal Revenue
Service has determined that the Plan meets the requirements of Section 401(a)
of the Internal Revenue Code and is exempt from federal tax under Sections
501(a) and 401(a) of the Code. A request has been filed with the IRS for a
determination letter relating to the merger and the plan amendments. As of
June 26, 1995, the Company had not received a determination letter, but does
anticipate a favorable determination from the IRS.
NOTE E - INVESTMENTS
All investments are held by the Trustee under a trust agreement dated
October 1, 1994. The Trustee has authority for the purchase and sale of
investments. The Plan provides that employer and employee contributions shall
be invested in any one of five different investment funds. The investment
funds available during the first nine months of 1994 were as follows: BRC
Stock Fund, Equity Fund, Guaranteed Investment Contract Fund (GIC) and Fixed
Income Bond Fund. Effective October 1, 1994, another equity fund was added to
the 401(k) plan as an additional investment option . The objective of the
addition was to offer the participants two types of equity funds to choose
from when selecting equity as part of their overall investment strategy.
There were no material changes during the year in investment policy of the
Plan with respect to the kind of securities or other investments in which
funds held under the Plan may be invested.
A separate account is maintained for each participant within each investment
fund. The account balances for participants are adjusted quarterly for: (a)
participant contributions; (b) participant's share of employer contributions;
(c) income; and (d) realized and unrealized gains and losses determined by the
percentage which the participant's account balance at the beginning of the
quarter bears to the total of all participants' account balances at that date.
<PAGE>F-7
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
Shares, Units or
December 31, 1994 Face Amount Value
Business Records Corporation Holding
Company Common Stock 117,234 $3,898,031
Fidelity Growth and Income Fund 122,029 $2,659,004
Fidelity Magellan Fund 46,307 $3,170,205
Fidelity Intermediate Bond Fund 79,198 $ 780,890
First Interstate Bankers GIC Fund 3,119,548 $3,119,548
Shares, Units or
December 31, 1993 Face Amount Value
Business Records Corporation Holding
Company Common Stock 112,456 $3,753,219
The One Group Disciplined Value Fund 64,320 $ 802,712
Bank One, Indianapolis, N.A. - Open End
Guaranteed Investment Contract Fund 1,458,618 $1,458,618
NOTE F - TERMINATION OF THE PLAN
While the Company has not expressed any intent to discontinue the Plan, the
Company, by action of the Board of Directors, may terminate the Plan. In the
event the Plan is terminated, the participants become fully vested and the net
assets of the trust fund are distributed to the participants in proportion to
their account balances.
<PAGE>F-8
NOTE G - INFORMATION BY FUND
Allocation of plan assets and liabilities to investment programs
<TABLE>
<CAPTION>
BRC Fixed
Stock Equity GIC Income
December 31, 1994 Total Fund Funds Fund Fund
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at market $13,685,574 $ 3,955,799 $ 5,829,334 $ 3,119,551 $ 780,890
Interest receivable 69,103 2,384 59,643 2,150 4,926
Contributions
receivable 266,539 27,382 170,720 45,290 23,147
Total assets 14,021,216 3,985,565 6,059,697 3,166,991 808,963
LIABILITIES:
Withdrawals payable (139,246) (52,820) (52,202) (33,347) (877)
Net Assets Available
for Plan Benefits $13,881,970 $ 3,932,745 $ 6,007,495 $ 3,133,644 $ 808,086
BRC Fixed
Stock Equity GIC Income
December 31, 1993 Total Fund Funds Fund Fund
ASSETS:
Investments,
at market $ 6,188,201 $ 3,768,001 $ 802,712 $ 1,475,100 $ 142,388
Interest receivable 5,346 57 1,351 3,235 703
Contributions
receivable 55,933 19,813 13,184 19,395 3,541
Total assets 6,249,480 3,787,871 817,247 1,497,730 146,632
LIABILITIES:
Withdrawals payable (18,616) (6,324) (339) (11,953) ---
Accounts payable (3,364) (3,364) --- --- ---
Net Assets Available
for Plan Benefits $ 6,227,500 $ 3,778,183 $ 816,908 $ 1,485,777 $ 146,632
</TABLE>
<PAGE>F-9
Allocation of changes in net assets available for plan benefits to investment
programs:
<TABLE>
<CAPTION>
BRC Fixed
Stock Equity GIC Income
December 31, 1994 Total Fund Funds Fund Fund
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Contributions:
Participants $ 1,449,621 $ 263,839 $ 734,877 $ 321,926 $ 128,979
Employer 351,001 201,163 106,226 28,823 14,789
1,800,622 465,002 841,103 350,749 143,768
Transfers 6,567,948 (49,309) 4,308,326 1,712,949 595,982
Investment income:
Dividends 97,968 --- 76,896 --- 21,072
Interest 119,275 4,092 2,711 111,871 601
Net realized
and unrealized
gains/(losses) 66,335 (13,769) 144,772 --- (64,668)
Total additions 8,652,148 406,016 5,373,808 2,175,569 696,755
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Withdrawals by
participants (986,109) (181,911) (193,747) (583,376) (27,075)
Transfers by participants --- (57,974) 10,526 55,674 (8,226)
Plan administrative
expenses (11,569) (11,569) --- --- ---
Total deductions (997,678) (251,454) (183,221) (527,702) (35,301)
Net increase in
Plan assets 7,654,470 154,562 5,190,587 1,647,867 661,454
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 6,227,500 3,778,183 816,908 1,485,777 146,632
End of year $13,881,970 $ 3,932,745 $ 6,007,495 $ 3,133,644 $ 808,086
</TABLE>
<PAGE>F-10
SUPPLEMENTAL SCHEDULES
<PAGE>F-11
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
ASSETS HELD FOR INVESTMENT
December 31, 1994
Shares, Units
or Face Market
Description Amount Cost Value
BRC Stock Fund:
* Business Records
Corporation Holding
Company Common Stock 117,234 $1,609,478 $3,898,031
Fidelity Institutional Cash
Government #57 Fund 57,768 $ 57,768 $ 57,768
Equity Fund:
Fidelity Growth and Income Fund 122,029 $2,549,295 $2,659,004
Fidelity Magellan Fund 46,307 $3,137,693 $3,170,205
Fidelity Institutional Cash
Government #57 Fund 125 $ 125 $ 125
GIC Fund:
* First Interstate Bankers
GIC Fund 3,119,548 $3,119,548 $3,119,548
Fidelity Institutional Cash
Government #57 Fund 3 $ 3 $ 3
Fixed Income Fund:
Fidelity Intermediate Bond Fund 79,198 $ 822,593 $ 780,890
$13,685,574
* Party-in-interest
<PAGE>F-12
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
REPORTABLE TRANSACTIONS AND TRANSACTIONS WITH PARTIES-IN-INTEREST
Year Ended December 31, 1994
<TABLE>
<S> <C> <C> <C> <C> <C>
Purchases: Sales:
Shares, Units Shares, Units
or Face or Face Sales Net
Issue Amount Cost Amount Price Gain(Loss)
Business Records
Corporation Holding
Company Common Stock 7,574 $ 253,095 2,796 $ 94,515 $ 56,991
Bank One, Texas N.A.
Open End GIC Fund 226,079 $ 226,079 1,684,697 $1,684,697 $ ---
The One Group Prime
Money Market Fund 1,869,034 $1,869,034 1,900,298 $1,900,298 $ ---
First Interstate
Bankers GIC Fund 3,583,535 $3,583,535 463,987 $ 463,987 $ ---
Fidelity Growth &
Income Fund 20,182 $ 432,657 2,707 $ 55,111 $ (1,437)
Fidelity Magellan Fund 11,086 $ 745,837 1,017 $ 64,721 $ (4,181)
The One Group Disciplined
Value Fund 17,023 $ 213,105 81,343 $1,023,987 $ 76,047
Fidelity Institutional Cash
Government #57 Fund 4,432,144 $4,432,144 4,405,207 $4,405,207 $ ---
</TABLE>
<PAGE>F-13
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
PARTIES-IN-INTEREST
Year Ended December 31, 1994
<TABLE>
<S> <C> <C>
Relationship to Plan,
Identity of Employer, or Other Description
Party Involved Party-In-Interest of Transaction
Business Records Plan Sponsor Contributes funds to the Plan,
Corporation Holding provides accounting and other
Company services. The Plan also purchases
and sells common stock of the Company.
Plan Administrative Plan Administrator Provides administrative
Committee: services.
T. E. Kiraly, Chief Financial Officer and Secretary
Business Records Corporation Holding Company
L. Kelso, Director of Legal
Business Records Corporation Holding Company
J. C. Wright, Vice President and Corporate Controller
Business Records Corporation Holding Company
M. D. Collins, Director of Employee Benefits,
Cash Management and Investments
Business Records Corporation Holding Company
Bank One, Texas N.A. Trustee and Plan Managed investments and assets, custodian
Custodian of the Plan's securities, cash and other
01/01/94 - 09/30/94 property, and provided record keeping for
the Plan and its participants.
First Interstate Trustee and Plan Manages investments and assets, custodian
Bank of Texas Custodian of the Plan's securities, cash and other
10/01/94 - 12/31/94 property, and provides record keeping for
the Plan and its participants.
Arter, Hadden,
Johnson & Bromberg Attorneys Legal Counsel
Price Waterhouse LLP Independent Accountants Performs audit of the financial
statements of the Plan.
</TABLE>
<PAGE>F-14
INDEX TO EXHIBITS
Page
1. Consent of Price Waterhouse LLP........ F-15
<PAGE>F-15
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of the Business Records Corporation 401(k) Retirement
Savings Plan and Trust of Cronus Industries, Inc. of our report dated June 23,
1995 appearing on page F-1 of this Form 11-K.
Price Waterhouse LLP
/s/ Price Waterhouse LLP
Dallas, Texas
June 23, 1995
