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Exhibit Index on Page 2
FORM 11-K/A
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, 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 1- 3208
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
National Service Industries Retirement and 401(k) Plan
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
Statement of Net Assets Available for Plan Benefits as of December
31, 1994.
Statement of Changes in Net Assets Available for Plan Benefits for
the Year Ended December 31, 1994.
Notes to Financial Statements
2. Exhibits
Sequentially
Numbered
The following exhibit is filed with this report: Page
23 Consent of Arthur Andersen LLP 9
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.
National Service Industires
Retirement and 401(k) Plan
Date: July 24, 1995 By: National Service Industries, Inc.
Plan Administrator
By: /s/ D. Raymond Riddle
Name: D. Raymond Riddle
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
National Service Industries
Retirement and 401(K) Plan:
We have audited the accompanying statement of net assets available for benefits
of the NATIONAL SERVICE INDUSTRIES RETIREMENT AND 401(k)PLAN as of December 31,
1994 and the related statement of changes in net assets available for benefits
for the year then ended. 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 in accordance with generally accepted auditing standards.
Those standards 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. 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 audit provides 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 benefits of National Service
Industries Retirement and 401(k) Plan as of December 31, 1994 and the changes in
net assets available for benefits for the year then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund information in the statement of
changes in net assets available for benefits is presented for the purposes of
additional analysis rather than to present the changes in net assets available
for benefits of each fund. The Fund information has 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.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Atlanta, Georgia
July 5, 1995
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NATIONAL SERVICE INDUSTRIES RETIREMENT AND 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
INVESTMENTS IN NSI DC MASTER TRUST, at market value (Note 1):
Diversified equity fund $140,512
NSI stock fund 63,505
Balanced fund 59,427
Stable value fund 18,133
NET ASSETS AVAILABLE FOR BENEFITS $281,577
The accompanying notes are an integral part of this statement.
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NATIONAL SERVICE INDUSTRIES RETIREMENT AND 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
Diversified Stable NSI
Balanced Equity Value Stock
Fund Fund Fund Fund Total
CONTRIBUTIONS $53,161 $149,149 $16,191 $71,369 $289,870
NET GAIN FROM INVESTMENTS
IN THE NSI DC MASTER TRUST 1,139 70 490 1,266 2,965
BENEFIT PAYMENTS (634) (7,699) (248) (2,677) (11,258)
INTRAPLAN TRANSFERS 5,761 (1,008) 1,700 (6,453) 0
INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 59,427 140,512 18,133 63,505 281,577
The accompanying notes are an integral part of this statement.
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NATIONAL SERVICE INDUSTRIES RETIREMENT AND 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accounts of the National Service Industries (the "Company") Retirement and
401(k) Plan (the "Plan") 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 Defined Contribution Master Trust Fund
The Plan's assets were invested in a Defined Contribution Master Trust Fund ("DC
Master Trust"). 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 1994 is presented as
follows:
Interest and dividend income $6,119,451
Net appreciation in market value (387,149)
Expenses (221,747)
Net gain from investments in the NSI DC Master Trust $5,510,555
Allocation to NSI plans:
National Service Industries Retirement and 401(k) Plan $ 2,965
All other NSI plans 5,507,590
Total $5,510,555
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NSI DC Master Trust Investments are as follows:
Equity investment funds $ 66,145,415
Guaranteed investment contracts 52,672,980
Loans receivable 5,145,365
NSI common stock 4,925,868
Demand notes 3,343,227
132,232,855
Accrued income 74,167
Receivables 7,738
Payables (149,089)
Total investments $132,165,671
Allocation to NSI Plans based on participant balances:
National Service Industries Retirement and 401(k)
Plan $ 281,577 0.21%
All other NSI Plans 131,884,094 99.79
$132,165,671 100.00%
Tax Status
The Plan, effective January 1, 1994, has not received a determination letter
from the Internal Revenue Service. However, the plan administrator believes that
the Plan is currently designed and is being operated in compliance with the
applicable 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, 1994.
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. Certain officers of NSI were appointed administrators of the Plan's
assets together with the income derived therefrom.
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, effective January 1, 1994, incorporates the required standards under
ERISA. The Plan is a voluntary, defined contribution plan covering all nonunion,
full-time salaried employees of the Company, who have attained the age of 20.5,
with at least six months of service. Participants may contribute between 1% and
10% of before-tax compensation but not to exceed $8,994 (or such larger amount
as may be determined by the Secretary of Treasury) for any participant in any
calendar year. Contributions are made by the Company in an amount equal to 50%
of the participant's contribution; providing that such contributions do not
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exceed 4% of the participant's annual compensation or $500 in a plan year. The
total of these amounts can be increased for any additional discretionary amount
determined by the board of directors of NSI.
Nonvested employer contributions are forfeited upon withdrawal or termination,
as defined, from the Plan and are used to reduce employer contributions. All
expenses of the Plan were paid by the Company during 1994. Vesting of employer
contributions occurs on an increasing scale ranging from 10% vesting after two
years of service, as defined, to 100% vesting after seven years of service.
Participants are always fully vested in their individual contributions.
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, each participant shall be vested
with the balance of his account and his proportionate share of any future
adjustments or forfeitures.
4. PLAN INVESTMENT OPTIONS
The separate investment funds made available under the Plan may be changed,
eliminated, or modified from time to time by the Investment Committee. The
separate investment funds offered by the Plan are:
* Diversified Equity Fund. This fund is a diversified stock fund designed to
invest in a broad range of common stocks providing capital growth.
* Stable Value Fund. This is a fixed income fund which is designed to provide
a steady level of current income while focusing on preservation of principal.
* Balanced Fund. This fund is invested in a changing mix of high quality
stocks and bonds. The fund is designed to provide capital growth and
current income while limiting the risk of principal loss.
* NSI Stock Fund. This fund is invested in NSI common stock, although it may
hold other short-term investments from time to time.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K/A into National Service Industries, Inc.'s
previously filed Registration Statement covering the National Service Industries
Retirement and 401(k) Plan.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Atlanta, Georgia
July 24, 1995
