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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, 1996
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 Index to Exhibits appears on Page 16.
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:
Thomas E. Kiraly
Chief Financial Officer
Lisa A. Wigger
Corporate Controller
Michael D. Collins
Director - Employee Benefits, Cash
Management and Investments
Jeannine C. Wright
Vice President
Date: June 25, 1997
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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, 1996
and 1995 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1996 6
Notes to Financial Statements 7
Supplemental Schedules: *
Schedule I - Line 27a - Schedule of Assets Held
for Investment Purposes 15
Schedule II - Line 27d - Schedule of Reportable
Transactions 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, 1996 and 1995, and the changes in net assets
available for plan benefits for the year ended December 31, 1996 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 audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits to obtain reason-
able 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 audits provide a reasonable basis for the opinion expressed above.
Our audits were performed 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. The fund information presented in Note H is
for purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and the fund information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Price Waterhouse LLP
Dallas, Texas
May 30, 1997
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BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1996 1995
ASSETS:
Investments, at market (Note E) $20,448,934 $17,893,643
Interest receivable 6,125 82,375
Contributions receivable 199,195 250,343
Total assets 20,654,254 18,226,361
LIABILITIES:
Other payables (64,056) (35,638)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $20,590,198 $18,190,723
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, 1996
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants $ 2,669,584
Employer 612,264
3,281,848
Investment income:
Dividends 1,135,724
Interest 203,839
Net realized and unrealized
gains/(losses) 898,909
Total additions 5,520,320
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals by participants (3,108,298)
Fund management expenses (12,547)
Total deductions (3,120,845)
Net increase in Plan assets 2,399,475
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 18,190,723
End of year $20,590,198
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, 1996
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 contri-
butions 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 414(q) 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 $79,005 in 1996. The Plan requires that the Company pay all
administrative fees and expenses related to the Plan.
Amendments
Effective December 31, 1996, the Board of Directors of the Company approved
the merger of the Clinical Resource Systems, Inc. ("CRS") 401(k) Plan
previously adopted by CRS, a subsidiary of the Company, into the Plan. As a
result of that merger, BRC assumed the liabilities of the CRS 401(k) Plan. In
addition, the Board of Directors of the Company approved the participation of
eligible employees of The Pace Group, Inc., a subsidiary of the Company, to
participate in the Plan. All contributions to The Pace Group, Inc. 401(k)
Profit Sharing Plan ceased effective December 31, 1996.
Effective January 1, 1997, the Plan was amended to address the sale of the
Company's Election Business to American Information Systems, Inc. ("AIS").
This amendment provides employees of BRC transferring to AIS credit for
employment at AIS for the purpose of determining the vested interest in the
Company contribution and matching contribution accounts as if it was employ-
ment at the Company and applying the provisions of the Plan.
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.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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.
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NOTE C - NUMBER OF PARTICIPANTS
There were 934 participants in the Plan on December 31, 1996.
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 ("IRC"). The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
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, Magellan Fund, Growth and
Income Fund, 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, 1996 Face Amount Value
BRC Holdings, Inc. Common Stock 121,019 $5,415,600
Fidelity Growth and Income Fund 174,114 $5,350,528
Fidelity Magellan Fund 64,686 $5,216,950
Fidelity Intermediate Bond Fund 95,984 $ 967,517
Wells Fargo Stable Asset Fund 3,134,366 $3,134,366
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 Bankers GIC Fund 3,121,962 $3,121,962
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.
NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31,
1996
Net assets available for benefits per
the financial statements $20,590,198
Amounts allocated to withdrawing participants (269,567)
Net assets available for benefits per the Form 5500 $20,320,631
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The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
December 31,
1996
Benefits paid to participants per the financial
statements $3,108,298
Add: Amounts allocated to withdrawing participants
at December 31, 1996 269,567
Benefits paid to participants per the Form 5500 $3,377,865
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
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NOTE H - FUND INFORMATION
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>
Participant Directed
BRC Fixed
Stock Magellan Growth and GIC Income
December 31, 1996 Total Fund Fund Income Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at market $20,448,934 $5,415,888 $5,217,138 $ 5,719,106 $3,134,475 $962,327
Interest
receivable 6,125 47 474 339 52 5,213
Contributions
receivable 199,195 26,326 62,187 70,447 24,923 15,312
Total assets 20,654,254 5,442,261 5,279,799 5,789,892 3,159,450 982,852
LIABILITIES:
Other payables (64,056) (11,233) (21,673) (19,786) (9,694) (1,670)
Net Assets
Available for
Plan Benefits $20,590,198 $5,431,028 $5,258,126 $ 5,770,106 $3,149,756 $981,182
Participant Directed
BRC Fixed
Stock Magellan Growth and GIC Income
December 31, 1995 Total Fund Fund Income Fund Fund Fund
ASSETS:
Investments,
at market $17,893,643 $4,975,445 $4,742,518 $ 4,039,368 $3,163,804 $972,508
Interest
receivable 82,375 171 76 76,553 41 5,534
Contributions
receivable 250,343 28,068 87,634 74,582 38,477 21,582
Total assets 18,226,361 5,003,684 4,830,228 4,190,503 3,202,322 999,624
LIABILITIES:
Other payables (35,638) (6,034) (9,849) (12,220) (5,373) (2,162)
Net Assets
Available for
Plan Benefits $18,190,723 $4,997,650 $4,820,379 $ 4,178,283 $3,196,949 $997,462
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Statement of Changes in Net Assets Available for Plan Benefits with Fund Information
Participant Directed
BRC Fixed
Stock Magellan Growth and GIC Income
December 31, 1996 Total Fund Fund Income Fund Fund Fund
ADDITIONS TO
NET ASSETS
ATTRIBUTED TO:
Contributions:
Participants $ 2,669,584 $ 427,339 $ 845,109 $ 820,840 $ 379,411 $ 196,885
Employer 612,264 104,467 200,540 187,662 77,550 42,045
3,281,848 531,806 1,045,649 1,008,502 456,961 238,930
Investment
income:
Dividends 1,135,724 --- 819,612 258,059 --- 58,053
Interest 203,839 1,068 4,108 1,133 191,314 6,216
Net realized
and unreal-
ized gains/
(losses) 898,909 602,526 (263,771) 591,291 --- (31,137)
Total additions 5,520,320 1,135,400 1,605,598 1,858,985 648,275 272,062
DEDUCTIONS FROM
NET ASSETS
ATTRIBUTED TO:
Withdrawals by
participants (3,108,298) (545,110) (811,425) (926,417) (601,795) (223,551)
Transfers by
participants 0 (156,912) (356,426) 659,256 (81,126) (64,792)
Fund management
expenses (12,547) --- --- --- (12,547) ---
Total deductions (3,120,845) (702,022) (1,167,851) (267,161) (695,468) (288,343)
Net increase in
Plan assets 2,399,475 433,378 437,747 1,591,824 (47,193) (16,281)
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 18,190,723 4,997,650 4,820,379 4,178,283 3,196,949 997,462
End of year $20,590,198 $5,431,028 $5,258,126 $5,770,107 $3,149,756 $ 981,181
</TABLE>
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SUPPLEMENTAL SCHEDULES
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BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
LINE 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
<CAPTION>
Description of invest-
ment including maturity
Identity of issues, date, rate of interest,
borrower, lesser or collateral, par, or Current
similar party maturity value Cost value
<S> <C> <C> <C>
*BRC Holdings, Inc. Common stock $ 2,248,297 $ 5,415,600
Fidelity Growth and Invests primarily in equity
Income Fund securities seeking a combination 4,197,847 5,350,528
of current income and capital
appreciation
Fidelity Magellan Fund Growth fund - long-term investment 4,759,585 5,216,950
in primarily equity securities
*Wells Fargo Stable High quality fixed income and
Asset Fund money market securities 3,134,366 3,134,366
Fidelity Intermediate Investment grade debt securities -
Bond Fund average maturity of three to ten 985,542 967,517
years
Fidelity Institutional United States government - backed
Cash Government #57 securities
Fund 369,301 369,301
Cash (5,328) (5,328)
$15,689,610 $20,448,934
*Party-in-interest
</TABLE>
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BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Current
Expense value of
incurred asset on
Identity of Description Purchase Selling Lease with Cost of transaction Net gain
party involved of asset price price rental transaction asset date or (loss)
<S> <C> <C> <C>
Various BRC Holdings, Inc
Common Stock $ 483,255 --- --- --- $ 483,255 $ 483,255 ---
Various BRC Holdings, Inc.
Common Stock --- $ 564,412 --- --- 280,606 564,412 $283,806
Fidelity Fidelity Magellan
Fd #21 1,961,300 --- --- --- 1,961,300 1,961,300 ---
Fidelity Fidelity Magellan
Fd #21 --- 1,106,826 --- --- 1,049,701 1,106,826 57,125
Various Bankers GIC Fund 631,505 --- --- --- 631,505 631,505 ---
Various Bankers GIC Fund --- 619,101 --- --- 619,101 619,101 ---
Fidelity Fidelity Growth &
Income Fd #027 1,926,285 --- --- --- 1,926,285 1,926,285 ---
Fidelity Fidelity Growth &
Income Fd #027 --- 1,113,851 --- --- 909,051 1,113,851 204,800
Fidelity Fidelity Instit.
Gov't #57 5,662,758 --- --- --- 5,662,758 5,662,758 ---
Fidelity Fidelity Instit.
Gov't #57 --- 5,453,642 --- --- 5,453,642 5,453,642 ---
</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 May 30,
1997 appearing on page 4 of this Form 11-K.
Price Waterhouse LLP
Dallas, Texas
June 24, 1997
