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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, 1995
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:
BRC Holdings, Inc.
1111 West Mockingbird Lane
Suite 1400
Dallas, Texas 75247
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The Exhibit Index appears on Page 17.
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/ J. C. Wright
/s/ M. D. Collins
Date: June 27, 1996
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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 4
Financial Statements:
Statements of Net Assets Available for
Plan Benefits as of December 31, 1995
and 1994 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1995 6
Notes to Financial Statements 7
Supplemental Schedules: *
Schedule I - Item 27a - Assets Held for Investment 14
Schedule II - Item 27d - Reportable Transactions
and Transactions with Parties-In-Interest 15
Parties-In-Interest 16
*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.
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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, 1995 and 1994, and the changes in net assets
available for plan benefits for the year ended December 31, 1995 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 20, 1996
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BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1995 1994
ASSETS:
Investments, at market (Note E) $17,893,643 $13,685,574
Interest receivable 82,375 69,103
Contributions receivable 250,343 266,539
Total assets 18,226,361 14,021,216
LIABILITIES:
Other payables (35,638) (139,246)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $18,190,723 $13,881,970
See notes to financial statements.
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BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1995
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants $ 2,600,424
Employer 627,599
Total Contributions 3,228,023
Investment income:
Dividends 527,264
Interest 203,655
Net realized and unrealized
gains/(losses) 2,373,505
Total additions 6,332,447
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals by participants (2,015,725)
Fund management expenses (7,969)
Total deductions (2,023,694)
Net increase in Plan assets 4,308,753
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 13,881,970
End of year $18,190,723
See notes to financial statements.
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BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 1995
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 BRC Holdings, Inc. 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 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 emloyee 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 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.
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Expenses and Forfeitures
Forfeitures are used to reduce the Company's contributions to the Plan.
Forfeitures were $46,331 in 1995. The Plan requires that the Company pay all
administrative 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, N.A. (the "Trustee"). Several plan amendments were
adopted in 1994. 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 salary.
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.
NOTE C - NUMBER OF PARTICIPANTS
There were 1,162 participants in the Plan on December 31, 1995.
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NOTE D - TAX 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 and informed the Company by a letter dated June 11,
1996, that the Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code.
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 are as follows: BRC Stock Fund, (2) Equity Funds, Guaranteed
Investment Contract Fund (GIC) and Fixed Income Bond Fund. 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 the funds held under
the Plan may be invested.
A separate account is maintained for each participant within each 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.
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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, 1995 Face Amount Value
BRC Holdings, Inc. Common Stock 123,971 $4,896,854
Fidelity Growth and Income Fund 146,718 $3,968,728
Fidelity Magellan Fund 54,233 $4,662,973
Fidelity Intermediate Bond Fund 88,833 $ 924,750
First Interstate Stable Asset Fund 3,121,962 $3,121,962
Shares, Units or
December 31, 1994 Face Amount Value
BRC Holdings, Inc. 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
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.
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<TABLE>
<CAPTION>
NOTE G - INFORMATION BY FUND
Allocation of plan assets and liabilities to investment programs
BRC Fixed
Stock Equity GIC Income
December 31, 1995 Total Fund Funds Fund Fund
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at market $17,893,643 $4,975,445 $8,781,886 $3,163,804 $972,508
Interest receivable 82,375 171 76,629 41 5,534
Contributions
receivable 250,343 28,068 162,216 38,477 21,582
Total assets 18,226,361 5,003,684 9,020,731 3,202,322 999,624
LIABILITIES:
Other payables (35,638) (6,034) (22,069) (5,373) (2,162)
Net Assets Available
for Plan Benefits $18,190,723 $4,997,650 $8,998,662 $3,196,949 $997,462
BRC Fixed
Stock Equity GIC Income
December 31, 1994 Total Fund Funds Fund Fund
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:
Other payables (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
</TABLE>
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<TABLE>
<CAPTION>
Allocation of changes in net assets available for plan benefits to investment programs
BRC Fixed
Stock Equity GIC Income
December 31, 1995 Total Fund Funds Fund Fund
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Contributions:
Participants $ 2,600,424 $ 458,446 $1,561,643 $ 384,643 $ 195,692
Employer 627,599 112,919 374,811 90,950 48,919
3,228,023 571,365 1,936,454 475,593 244,611
Investment income:
Dividends 527,264 --- 468,609 --- 58,655
Interest 203,655 2,559 1,762 199,167 167
Net realized and unreal-
ized gains/(losses) 2,373,505 730,072 1,595,078 --- 48,355
Total additions 6,332,447 1,303,996 4,001,903 674,760 351,788
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Withdrawals by participants (2,015,725) (242,870) (1,160,959) (488,017) (123,879)
Transfers by participants --- 7,594 150,223 (119,284) (38,533)
Fund management expenses (7,969) (3,815) --- (4,154) ---
Total deductions (2,023,694) (239,091) (1,010,736) (611,455) (162,412)
Net increase in Plan assets 4,308,753 1,064,905 2,991,167 63,305 189,376
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 13,881,970 3,932,745 6,007,495 3,133,644 808,086
End of year $18,190,723 $4,997,650 $8,998,662 $3,196,949 $ 997,462
</TABLE>
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SUPPLEMENTAL SCHEDULES
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BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
ITEM 27a
ASSETS HELD FOR INVESTMENT
December 31, 1995
Shares, Units
or Face Market
Description Amount Cost Value
BRC Stock Fund:
* BRC Holdings, Inc.
Common Stock 123,971 $2,048,272 $ 4,896,854
Fidelity Institutional Cash
Government #57 Fund 78,591 $ 78,591 $ 78,591
Equity Funds:
Fidelity Growth and Income Fund 146,718 $3,702,538 $ 3,968,728
Fidelity Magellan Fund 54,233 $3,884,712 $ 4,662,974
Fidelity Institutional Cash
Government #57 Fund 73,372 $ 73,372 $ 73,372
Cash 76,812 $ 76,812 $ 76,812
GIC Fund:
* First Interstate Stable
Asset Fund 3,121,962 $3,121,962 $ 3,121,962
Fidelity Institutional Cash
Government #57 Fund 25,708 $ 25,708 $ 25,708
Cash 16,134 $ 16,134 $ 16,134
Fixed Income Fund:
Fidelity Intermediate Bond Fund 88,833 $ 917,189 $ 924,750
Fidelity Institutional Cash
Government #57 Fund 21 $ 21 $ 21
Cash 47,737 $ 47,737 $ 47,737
$17,893,643
* Party-in-interest
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<TABLE>
<CAPTION>
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
ITEM 27d
REPORTABLE TRANSACTIONS AND TRANSACTIONS WITH PARTIES-IN-INTEREST
Year Ended December 31, 1995
Purchases Sales
Shares, Units Shares, Units
or Face or Face Sales Net
Issue Amount Cost Amount Price Gain(Loss)
<S> <C> <C> <C> <C> <C>
BRC Holdings, Inc. Common Stock 16,278 $ 589,428 7,940 $ 297,329 $ 170,042
First Interstate
Stable Asset Fund 703,842 $ 703,842 701,426 $ 701,426 $ ---
Fidelity Growth &
Income Fund 51,474 $ 1,225,664 23,934 $ 587,527 $ 76,359
Fidelity Magellan Fund 13,993 $ 1,106,586 9,087 $ 744,688 $ 116,490
Fidelity Institutional Cash
Government #57 Fund 4,715,849 $ 4,715,849 4,583,548 $4,583,548 $ ---
</TABLE>
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<TABLE>
<CAPTION>
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
PARTIES-IN-INTEREST
Year Ended December 31, 1995
<S> <C> <C>
Relationship to Plan,
Identity of Employer, or Other Description
Party Involved Party-In-Interest of Transaction
BRC Holdings, Inc. Plan Sponsor Contributes funds to the Plan,
provides accounting and other
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
BRC Holdings, Inc.
J. C. Wright, Vice President and Corporate Controller
BRC Holdings, Inc.
M. D. Collins, Director of Employee Benefits,
Cash Management and Investments
BRC Holdings, Inc.
First Interstate Trustee and Plan Manages investments and assets, custodian
Bank of Texas,N.A. Custodian of the Plan's securities, cash and other
property, and provides record keeping for
the Plan and its participants.
Arter & Hadden Attorneys Legal Counsel
Price Waterhouse LLP Independent Accountants Performs audit of the financial statements
of the Plan.
</TABLE>
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INDEX TO EXHIBITS
Page
1. Consent of Price Waterhouse LLP........ 18
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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 20,
1996 appearing on page 4 of this Form 11-K.
Price Waterhouse LLP
/s/ Price Waterhouse
Dallas, Texas
June 27, 1996
