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Exhibit Index on Page 2
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended: December 31, 1993
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 1- 3208
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Lithonia Lighting Profit Sharing and Retirement Plan
for Salaried Employees
B. Name of issuer of the securities held pursuant to the plan and
the address of the principal executive office:
National Service Industries, Inc.
1420 Peachtree Street, NE
Atlanta, Georgia 30309
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REQUIRED INFORMATION
The following documents are filed as a part of this report:
1. Financial Statements
Plan financial statements prepared in accordance with
the financial reporting requirements of ERISA include the following:
Report of Independent Public Accountants
Statements of Net Assets Available for Plan Benefits as of December
31, 1993 and August 31, 1993
Statements of Changes in Net Assets Available for Plan Benefits for
the Four-Month Period Ended December 31, 1993 and the Year Ended
August 31, 1993
Notes to Financial Statements
2. Exhibits
Sequentially
Numbered
The following exhibit is filed with this report: Page
23 Consent of Arthur Andersen & Co. 11
SIGNATURES
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.
Lithonia Lighting Profit Sharing and
Retirement Plan for Salaried Employees
Date: June 28, 1994 By: National Service Industries, Inc.
Plan Administrator
By: /s/ D. Raymond Riddle
Name: D. Raymond Riddle
Title: President and Chief Executive Officer
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Lithonia Lighting Profit Sharing and
Retirement Plan for Salaried Employees:
We have audited the accompanying statements of net assets available
for plan benefits of the LITHONIA LIGHTING PROFIT SHARING AND
RETIREMENT PLAN FOR SALARIED EMPLOYEES as of December 31, 1993 and
August 31, 1993 and the related statements of changes in net assets
available for plan benefits for the four-month period ended December
31, 1993 and the year ended August 31, 1993. 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 generally accepted auditing
standards. Those standards require that we plan amd 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 plan
benefits of the Lithonia Lighting Profit Sharing and Retirement Plan
for Salaried Employees as of December 31, 1993 and August 31, 1993 and
the changes in net assets available for plan benefits for the four-
month period ended December 31, 1993 and the year ended August 31,
1993 in conformity with generally accepted accounting principles.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
June 6, 1994
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LITHONIA LIGHTING PROFIT SHARING AND
RETIREMENT PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND AUGUST 31, 1993
December 31, 1993 August 31, 1993
RECEIVABLES:
Employer Contribution $ 38,865 $ 68,745
Employee Contribution 119,068 209,045
---------- ----------
Total Receivables 157,933 277,790
---------- ----------
INVESTMENTS, at market value
(Note 1):
NSI DC Master Trust 43,380,364 0
Loans to Participants 824,608 407,677
NSI Common Stock 221,965 228,303
NSI DC Lithonia Lighting Guaranteed
Income Fund 0 31,611,066
NSI DC Lithonia Lighting Equity Fund 0 10,087,594
---------- ----------
44,426,937 42,334,640
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 44,584,870 $ 42,612,430
========== ==========
The accompanying notes are an integral
part of these statements.
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LITHONIA LIGHTING PROFIT SHARING AND
RETIREMENT PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE FOUR MONTH PERIOD ENDED DECEMBER 31, 1993
AND THE YEAR ENDED AUGUST 31, 1993
Four Month
Period Ended Year Ended
December 31, 1993 August 31, 1993
CONTRIBUTIONS (Note 3):
Employer $ 367,226 $ 934,179
Employee 1,150,401 2,852,399
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1,517,627 3,786,578
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NET GAIN FROM INVESTMENTS IN:
NSI DC MASTER TRUST (NOTE 1) 1,195,592 0
NSI DC FIF (Note 1) 0 22,410
NSI DC LLEF (Note 1) 0 2,027,446
NSI DC LLGF (Note 1) 0 2,361,153
NSI Common Stock (Note 1) 1,083 13,465
---------- ----------
1,196,675 4,424,474
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DIVIDENDS ON COMMON STOCK (Note 1) 2,267 9,232
INTEREST INCOME 13,856 40,122
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16,123 49,354
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AMOUNTS PAID TO PARTICIPANTS <757,985> <1,896,319>
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 1,972,440 6,364,087
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF PERIOD 42,612,430 36,248,343
---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF PERIOD $ 44,584,870 $ 42,612,430
========== ==========
The accompanying notes are an integral
part of these statements.
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LITHONIA LIGHTING PROFIT SHARING AND
RETIREMENT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1993 AND AUGUST 31, 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting -
The accounts of the Lithonia Lighting Profit Sharing and Retirement Plan
for Salaried Employees (the "Plan") of Lithonia Lighting Company
(LLC), a division of National Service Industries, Inc. (NSI), are
maintained by the trustee on the cash basis of accounting. The
accompanying financial statements have been prepared using the accrual
method of accounting by application of memorandum entries.
Investment in NSI Fixed Income Fund -
A portion of the Plan's assets were commingled in a Fixed Income Fund
(FIF) together with the assets of pension and profit sharing plans of
other NSI divisions. Investments of the FIF were reflected at market
values determined by the custodian from publicly stated price
information. These investments are subject to certain administrative
guidelines and limitations as to type and amount of securities held.
The net gain from investments in FIF units in the accompanying
Statements of Changes in Net Assets Available for Plan Benefits
reflects interest income on guaranteed investment contracts and master
notes. The Plan's portion of FIF assets were reinvested in the
Lithonia Lighting Guaranteed Income Fund on January 1, 1993.
Summarized financial information of the FIF for the period September 1,
1992 to December 31, 1992 is presented as follows:
1992
Net gain from investments in
FIF units during the period $ 1,774,924
=========
Allocation to NSI plans (based on
number of units owned):
Lithonia Lighting Profit Sharing and
Retirement Plan for Salaried Employees $ 22,410
All other NSI plans 1,752,514
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Total $ 1,774,924
=========
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Investment in NSI Lithonia Lighting Guaranteed Income Fund -
A portion of the Plan's assets were also invested in the NSI Lithonia
Lighting Guaranteed Income Fund (LLGF), a guaranteed income fund which
was established for the Plan. This fund's investments in guaranteed
investment contracts were reflected at market value. These investments
were subject to certain administrative guidelines and limitations as
to type and amount of securities held. The net gain from investments
in LLGF units in the accompanying Statements of Changes in Net Assets
Available for Plan Benefits reflects interest income on guaranteed
investment contracts and master notes. On September 1, 1993,
investments of this fund were reinvested in the NSI Defined
Contribution Master Trust.
Investment in NSI Lithonia Lighting Equity Fund -
A portion of the Plan's assets were also invested in the NSI Lithonia
Lighting Equity Fund (LLEF), a fund which was established for the
Plan. This fund's investments in mutual funds were reflected at market
values determined by the custodian from publicly stated price
information. These investments were subject to certain administrative
guidelines and limitations as to type and amount of securities held.
On September 1, 1993, investments of this fund were reinvested in the
NSI Defined Contribution Master Trust.
Summarized financial information of the LLEF for the year ended August
31, 1993 is presented as follows:
1993
Interest and dividend income $ 168,958
Net realized and unrealized
appreciation in market value
of investments 1,858,488
---------
Net gain from investments in
LLEF units during the year $ 2,027,446
=========
Investment in NSI Defined Contribution Master Trust Fund -
As of September 1, 1993, a portion of the Plan's assets were invested in
a Defined Contribution Master Trust Fund (DC Master Trust), a fund
which was established for the Plan. Investments of the DC Master Trust
are reflected at market values determined by the custodian from
publicly stated price information. These investments are subject to
certain administrative guidelines and limitations as to type and
amount of securities held. Certain fund assets are allocated to
selected independent investment managers to invest under the general
DC Master Trust guidelines.
Summarized financial information of the DC Master Trust for 1993 is
presented as follows:
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September 1, 1993
December 31, 1993
Interest and dividend income $ 630,739
Net appreciation in market value 530,564
Investment management fees <25,711>
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Net gain from investments in the
DC Master Trust Fund during the period $ 1,195,592
==========
December 31, 1993
Equity Investment Funds $ 22,955,664
Guaranteed Investment Contracts 19,980,382
Master Note 443,710
Cash 608
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Total investments $ 43,380,364
==========
Investment in NSI Common Stock -
As of December 31, 1993, approximately 5% of the Plan's net assets were
invested in common stock of NSI, a party-in-interest. The Plan's
investment in NSI common stock was reflected at market value in the
accompanying financial statements.
Net Assets Available for Plan Benefits -
At August 31, 1993, $537,075 of net assets available for plan benefits
were allocated to accounts of participants who have withdrawn from
participation in the earnings and operations of the Plan. There were
no such amounts allocated at December 31, 1993.
Loans to Participants -
The Plan permits loans to participants up to the lower of 50% of the
participant's vested account balance or $50,000. Participants have up
to five years to pay back the principal and interest unless the loan
is for the purchase of a primary residence, in which case the
repayment period will be established at the time the loan is approved.
The interest rate charged on participants' loans is determined by the
Plan Administrator and at December 31, 1993 was 7.7%.
Tax Status -
The Plan has received a favorable determination letter from the Internal
Revenue Service dated September 5, 1986, and is qualified under the
Internal Revenue Code (the "Code") as exempt from federal income
taxes. The Plan has been amended since receiving the determination
letter. However, the plan administrator believes that the Plan is
currently designed and is being operated in compliance with the
applicable
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requirements of the Code. Therefore, the plan administrator believes
that the Plan was qualified and that the related trust was tax-exempt
as of December 31, 1993.
2. TRUST AGREEMENT:
Under a trust agreement dated September 1, 1993, as amended, Wachovia Bank
of Georgia, N.A. was appointed trustee of the NSI Defined Contribution
Plans Master Trust (which includes the DC Master Trust, Loans to
Participants and NSI Common Stock discussed in Note 1). Certain officers
of NSI were appointed administrators of the Plan's assets together with
the income derived therefrom.
Prior to September 1, 1993, the assets of the Plan were included in the
NSI General Retirement Trust (GRT). Under a trust agreement dated March
1, 1978, certain officers of NSI were appointed trustee of the GRT and
were administrators of the Plan's assets and Wachovia Bank of Georgia
was the custodian.
3. PLAN DESCRIPTION:
The following brief description of the Plan is provided for informational
purposes only. Participants should refer to the Plan agreement for more
complete information.
The Plan incorporates requirements of Section 401(a) and 501(a) of the
Internal Revenue Code of 1986 and ERISA as amended from time to time.
The Plan is a voluntary, defined contribution plan covering all full-
time, non-union, salaried employees of the Company with six or more
months of service. Contributions are made by the participants and the
Company. Participants con-tribute between 1% and 10% of before-tax
compensation but not to exceed $7,000 (or such larger amount as may be
determined by the Secretary of Treasury) for any participant in any
calendar year. Participants are 100% vested in their voluntary contribu-
tions. The Company contributes an amount equal to 50% of each
participants Elective Contribution up to 5% of compensation for each
Plan year. Non-vested employer contributions are for-feited upon
withdrawal or termination, as defined, from the Plan and are added to
the employer contribution for allocation to remaining participants. For
any Plan year in which Net Profits, as defined, equal or exceed
$6,000,000 the Employer shall contribute the greater of the 50% matching
contribution, as discussed above, or 2% of the Net Profit for the Plan
year. Vesting of employer contributions occurs on an increasing scale
ranging from 10% after one year of service, as defined, to 100% vesting
after seven years of service. All expenses of the Plan were paid by the
Company during 1993 and 1992.
During December, 1993, the Plan was amended and restated to allow
participant directed investments effective January 1, 1994. In addition,
the Plan year end was changed from August 31 to December 31. Thus, the
accompanying financial statements are for the year ended August 31, 1993
and the four month period in
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the short plan year ended December 31, 1993. The Plan, as amended and
restated, does not permit employer contributions in excess of 5% of
participants' compensation during the short plan year.
Although the Company intends for the Plan to be permanent, the Plan
provides that the Company has the right to discontinue contributions or
to terminate the Plan at any time. In the event of termination, the
participants are vested with the amounts allocated to their respective
accounts; however, the accounts shall continue to be held by the trustee
until such time as the participants terminate their employment or
otherwise become entitled to such vested benefits under the provisions
of the Plan.
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K into National Service Industries, Inc.'s
previously filed Registration Statement covering the Lithonia Lighting Profit
Sharing and Retirement Plan for Salaried Employees.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
June 28, 1994
