<PAGE>P-1
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, 1997
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 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:
Thomas E. Kiraly
Chief Financial Officer
Lisa A. Wigger
Corporate Controller
Michael D. Collins
Director - Employee Benefits, Cash
Management and Investments
Date: May 12, 1998
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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, 1997
and 1996 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1997 6
Notes to Financial Statements 7
Supplemental Schedules: *
Line 27a - Schedule of Assets Held for
Investment Purposes 15
Line 27d - Schedule of Reportable Transactions 16
*Schedules required by the Employee Retirement Income Act of 1974 not included
herein have been omitted as there were no transactions of the type required to
be disclosed in such schedules.
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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, 1997 and 1996, and the changes in net assets
available for plan benefits for the year ended December 31, 1997, 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
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 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 G 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
April 20, 1998
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BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1997 1996
ASSETS:
Investments, at market (Note D) $20,878,860 $20,448,934
Interest receivable 19,659 6,125
Contributions receivable 151,130 199,195
Total assets 21,049,649 20,654,254
LIABILITIES:
Other payables (51,613) (64,056)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $20,998,036 $20,590,198
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, 1997
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants $ 2,330,908
Employer 540,495
2,871,403
Investment income:
Dividends 772,323
Interest 189,684
Net realized and unrealized
gains/(losses) 1,436,757
Total additions 5,270,167
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals by participants (4,862,329)
Net increase in Plan assets 407,838
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 20,590,198
End of year $20,998,036
See Notes to Financial Statements.
<PAGE>P-7
BUSINESS RECORDS CORPORATION
401(k) RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 1997
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 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.
<PAGE>P-8
Expenses and Forfeitures
Forfeitures are used to reduce the Company's contributions to the Plan. Total
forfeitures in 1997 were $82,711 of which $65,121 were utilized for
contribution offset.
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 divestiture of
the Company's Election Business to American Information Systems, Inc., now
known as Election Systems and Software, Inc ("ES&S"). This amendment
provided employees of BRC transferred to ES&S credit for employment at ES&S
for the purpose of determining the vested interest in the Company contribution
and matching contribution accounts as if it was employment 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 under the accrual method of
accounting.
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.
Interest income is recorded on the accrual basis.
<PAGE>P-9
Payment of Benefits
Benefits are recorded when paid.
NOTE C - 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 D - 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, Fidelity Magellan Fund,
Fidelity Growth and Income Fund, Wells Fargo Stable Asset Fund and Fidelity
Intermediate 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.
<PAGE>
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, 1997 Face Amount Value
BRC Holdings, Inc. Common Stock 102,385 $3,916,226
Fidelity Growth and Income Fund 193,464 $7,370,995
Fidelity Magellan Fund 59,257 $5,645,438
Fidelity Intermediate Bond Fund 82,500 $ 839,023
Wells Fargo Stable Asset Fund 3,103,062 $3,103,062
<PAGE>P-10
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
First Interstate Bankers GIC Fund 3,134,366 $3,134,366
NOTE E - 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 F - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan benefits
per the financial statements to the Form 5500:
December 31,
1997 1996
Net assets available for plan benefits per the
financial statements $20,998,036 $20,590,198
Amounts allocated to withdrawing participants (311,320) (269,567)
Net assets available for plan benefits per the
Form 5500 $20,686,716 $20,320,631
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
December 31,
1997
Benefits paid to participants per the financial
statements $ 4,862,329
Add: Amounts allocated to withdrawing participants
at December 31, 1997 311,320
Less: Amounts allocated to withdrawing participants
at December 31, 1996 (269,567)
Benefits paid to participants per the Form 5500 $ 4,904,082
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 G - FUND INFORMATION
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>
Participant Directed
BRC Fidelity Fidelity Wells Fargo Fidelity
December 31, Stock Magellan Growth and Stable Asset Intermediate
1997 Total Fund Fund Income Fund Fund Bond Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments,
at market $20,878,860 $ 3,920,342 $ 5,645,439 $ 7,370,995 $ 3,103,061 $ 839,023
Interest
receivable 19,659 56 (357) 75 15,415 4,470
Contributions
receivable 151,130 18,562 43,764 61,756 17,445 9,603
Total assets 21,049,649 3,938,960 5,688,846 7,432,826 3,135,921 853,096
LIABILITIES:
Other payables (51,613) (9,635) (13,963) (18,254) (7,665) (2,096)
Net Assets
Available for
Plan Benefits $20,998,036 $ 3,929,325 $ 5,674,883 $ 7,414,572 $ 3,128,256 $ 851,000
Participant Directed
BRC Fidelity Fidelity Wells Fargo Fidelity
December 31, Stock Magellan Growth and Stable Asset Intermediate
1996 Total Fund Fund Income Fund Fund Bond Fund
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
<PAGE>P-12
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
Participant Directed
BRC Fidelity Fidelity Wells Fargo Fidelity
December 31, Stock Magellan Growth and Stable Asset Intermediate
1997 Total Fund Fund Income Fund Fund Bond Fund
Additions to
Net Assets
Attributed to:
Contributions:
Participants $ 2,330,908 $ 329,591 $ 679,843 $ 891,829 $ 294,349 $ 135,296
Employer 540,495 83,293 156,701 200,576 66,690 33,235
2,871,403 412,884 836,544 1,092,405 361,039 168,531
Investment income:
Dividends 772,323 --- 381,685 332,272 --- 58,366
Interest 189,684 1,819 1,770 3,668 182,604 (177)
Net realized
and unrealized
gains/(losses) 1,436,757 (829,572) 887,056 1,372,847 --- 6,426
Total additions 5,270,167 (414,869) 2,107,055 2,801,192 543,643 233,146
Deductions from
Net Assets
Attributed to:
Withdrawals by
participants (4,862,329) (850,731) (1,508,958) (1,510,619) (682,897) (309,124)
Transfers by
participants --- (236,103) (181,340) 353,893 117,754 (54,204)
Total deduc-
tions (4,862,329) (1,086,834) (1,690,298) (1,156,726) (565,143) (363,328)
Net increase in
Plan assets 407,838 (1,501,703) 416,757 1,644,466 (21,500) (130,182)
Net assets
available for
plan benefits:
Beginning of
year 20,590,198 5,431,028 5,258,126 5,770,106 3,149,756 981,182
End of year $20,998,036 $ 3,929,325 $ 5,674,883 $ 7,414,572 $ 3,128,256 $ 851,000
</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, 1997
<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 $ 2,077,171 $ 3,916,226
Fidelity Growth and Invests primarily in equity
Income Fund securities seeking a combination 5,234,971 7,370,995
of current income and capital
appreciation
Fidelity Magellan Fund Growth fund - long-term investment 4,571,531 5,645,438
in primarily equity securities
*Wells Fargo Stable High quality fixed income and
Asset Fund money market securities 3,103,062 3,103,062
Fidelity Intermediate Investment grade debt securities -
Bond Fund average maturity of three to ten 843,201 839,023
years
Cash 4,116 4,116
$15,834,052 $20,878,860
*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, 1997
<TABLE>
<CAPTION>
Description of Current
asset (include Expense value of
interest rate and incurred asset on
Identity of maturity in case Purchase Selling Lease with Cost of transaction
party involved of a loan) price price rental transaction asset date Net gain
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Various BRC Stock Fund $ --- $1,049,308 $ --- $ --- $ 550,632 $1,049,308 $ 498,676
Fidelity Fidelity Magellan
Fund 1,251,933 --- --- --- 1,251,933 1,251,933 ---
Fidelity Fidelity Magellan
Fund --- 1,703,105 --- --- 1,432,591 1,703,105 270,514
Various Short-Term
Income Fund 1,529,042 --- --- --- 1,529,042 1,529,042 ---
Various Short-Term
Income Fund --- 1,529,042 --- --- 1,529,042 1,529,042 ---
Fidelity Fidelity Growth &
Income Fund 2,164,159 --- --- --- 2,164,159 2,164,159 ---
Fidelity Fidelity Growth &
Income Fund --- 1,514,836 --- --- 1,125,332 1,514,836 389,504
Fidelity Fidelity Instit.
Gov't #57 5,696,571 --- --- --- 5,696,571 5,696,571 ---
Fidelity Fidelity Instit.
Gov't #57 --- 6,065,873 --- --- 6,065,873 6,065,873 ---
</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 April
20, 1998 appearing on page 4 of this Form 11-K.
Price Waterhouse LLP
Dallas, Texas
April 20, 1998
