SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. [FEE REMITTED WITH FORM 10-K]
FOR THE FISCAL YEAR ENDED SEPTEMBER 29, 1995.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO .
----------------- ---------
Commission file number 1-9348
QMS, INC.
---------
(Exact name of registrant as specified in its charter)
Delaware 63-0737870
- -----------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Magnum Pass, Mobile, Alabama 36618
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (334) 633-4300
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- --------------------
Common Stock, $.01
par value per share New York Stock Exchange
Rights to purchase shares
of Series A Participating New York Stock Exchange
Preferred Stock
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes XX No
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. XX
-------------
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF NOVEMBER 27, 1995; APPROXIMATELY $39,630,764.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF NOVEMBER 27, 1995:
10,676,815
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR ITS ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD JANUARY 23, 1996 ARE INCORPORATED BY REFERENCE INTO
PART III.
QMS, Inc. Cash or Deferred
Retirement Plan
Financial Statements for the Years Ended
December 31, 1995 and 1994, Supplemental
Schedules for the Year Ended December 31, 1995,
and Independent Auditors' Report
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
TABLE OF CONTENTS
- ---------------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994:
Statements of Net Assets Available for Benefits 3-4
Statements of Changes in Net Assets Available for Benefits 5-6
Notes to Financial Statements 7-9
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 1995:
Item 27a - Schedule of Assets Held for Investment Purposes 10
Item 27d - Schedule of Reportable Transactions 11
INDEPENDENT AUDITORS' REPORT
QMS, Inc. Cash or Deferred Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the QMS, Inc. Cash or Deferred Retirement Plan as of December 31, 1995 and
1994, and the related statements of changes in net assets available for benefits
for the years 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 audits.
We conducted our audits 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 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 benefits of the Plan at
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental information by fund in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for the purpose of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of the individual funds.
The supplemental schedules and supplemental information by fund is the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
June 17, 1996
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------
Loans to Basic Retirement Corporate
Participants Value Preservation Bond
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 1, 3 and 4):
Merrill Lynch Retirement
Preservation Trust $4,824,231
Merrill Lynch Corporate
Bond Fund Investment
Grade Class A $318,790
Merrill Lynch Capital
Fund Class A
QMS, Inc. Stock
Merrill Lynch Basic Value
Fund Class A $1,087,856
Loans to participants $1,100,618
---------- ---------- ---------- --------
Total investments 1,100,618 1,087,856 4,824,231 318,790
Employer Contributions
Receivable 51,061 226,504 14,978
Other Assets 5,939 14,229 1,774
---------- ---------- ---------- --------
Net Assets Available
For Benefits $1,100,618 $1,144,856 $5,064,964 $335,542
========== ========== ========== ========
</TABLE>
(Continued below)
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
(Continued)
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------
Company Total
Stock Capital Plan
<S> <C> <C> <C>
ASSETS
Investments (Notes 1, 3 and 4):
Merrill Lynch Retirement
Preservation Trust $4,824,231
Merrill Lynch Corporate
Bond Fund Investment
Grade Class A 318,790
Merrill Lynch Capital
Fund Class A $6,736,999 6,736,999
QMS, Inc. Stock $1,530,437 1,530,437
Merrill Lynch Basic Value
Fund Class A 1,087,856
Loans to participants 1,100,618
---------- ---------- -----------
Total investments 1,530,437 6,736,999 15,598,931
Employer Contributions
Receivable 71,893 316,371 680,807
Other Assets 6,879 19,351 48,172
---------- ---------- -----------
Net Assets Available
For Benefits $1,609,209 $7,072,721 $16,327,910
========== ========== ===========
</TABLE>
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------
Loans to Basic Retirement Corporate
Participants Value Preservation Bond
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 1, 3 and 4):
Merrill Lynch Retirement
Preservation Trust $4,510,202
Merrill Lynch Corporate
Bond Fund Investment
Grade Class A $193,425
Merrill Lynch Capital
Fund Class A
QMS, Inc. Stock
Merrill Lynch Basic Value
Fund Class A $627,479
Loans to participants $1,121,500
---------- --------- ---------- --------
Total investments 1,121,500 627,479 4,510,202 193,425
Employer Contributions
Receivable 50,549 363,340 15,582
Other Assets 7,355 57,385 2,041
---------- --------- ---------- --------
Net Assets Available
For Benefits $1,121,500 $685,383 $4,930,927 $211,048
========== ======== ========== ========
</TABLE>
(Continued below)
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
(Continued)
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------
Company Total
Stock Capital Plan
<S> <C> <C> <C>
ASSETS
Investments (Notes 1, 3 and 4):
Merrill Lynch Retirement
Preservation Trust $4,510,202
Merrill Lynch Corporate
Bond Fund Investment
Grade Class A 193,425
Merrill Lynch Capital
Fund Class A $5,535,746 5,535,746
QMS, Inc. Stock $1,673,478 1,673,478
Merrill Lynch Basic Value
Fund Class A 627,479
Loans to participants 1,121,500
---------- ---------- -----------
Total investments 1,673,478 5,535,746 13,661,830
Employer Contributions
Receivable 134,815 445,958 1,010,244
Other Assets 11,228 38,284 116,293
---------- ---------- -----------
Net Assets Available
For Benefits $1,819,521 $6,019,988 $14,788,367
========== ========== ===========
</TABLE>
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------
Loans to Basic Retirement Corporate
Participants Value Preservation Bond
<S> <C> <C> <C> <C>
INCREASES:
Contributions:
Participants $211,254 $546,557 $79,311
Employer 51,061 226,504 14,978
---------- ---------- --------
Total contributions 262,315 773,061 94,289
---------- ---------- --------
Investment income (loss):
Interest 5,627 25,573 1,567
Dividends 41,185 290,943 18,661
Net appreciation (depreciation)
in fair value of investments 198,556 28,288
---------- ---------- --------
Total investment income (loss) 245,368 316,516 48,516
Miscellaneous receipts 7,855
---------- ---------- --------
Total increases 507,683 1,097,432 142,805
---------- ---------- --------
DECREASES:
Benefit payments (Note 5) $183,273 162,139 757,159 17,473
Noncash benefit distributions
Other decreases 311 105
---------- ---------- ---------- --------
Total decreases 183,273 162,450 757,159 17,578
---------- ---------- ---------- --------
Interfund Transfers 162,391 114,240 (206,236) (733)
---------- ---------- ---------- --------
Net Increase (Decrease) (20,882) 459,473 134,037 124,494
Net Assets Available
for Benefits:
Beginning of Year 1,121,500 685,383 4,930,927 211,048
---------- ---------- ---------- --------
End of Year $1,100,618 $1,144,856 $5,064,964 $335,542
========== ========== ========== ========
</TABLE>
(Continued below)
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
(Continued)
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------
Company Total
Stock Capital Plan
<S> <C> <C> <C>
INCREASES:
Contributions:
Participants $307,696 $758,296 $1,903,114
Employer 71,893 316,371 680,807
---------- ---------- -----------
Total contributions 379,589 1,074,667 2,583,921
---------- ---------- -----------
Investment income (loss):
Interest 7,635 34,363 74,765
Dividends 723,741 1,074,530
Net appreciation (depreciation)
in fair value of investments (995,494) 1,018,188 249,538
---------- ---------- -----------
Total investment income (loss) (987,859) 1,776,292 1,398,833
Miscellaneous receipts 465 2,762 11,082
---------- ---------- -----------
Total increases (607,805) 2,853,721 3,993,836
---------- ---------- -----------
DECREASES:
Benefit payments (Note 5) 109,216 1,180,681 2,409,941
Noncash benefit distributions 22,701 13,873 36,574
Other decreases 1,709 5,653 7,778
---------- ---------- -----------
Total decreases 133,626 1,200,207 2,454,293
---------- ---------- -----------
Interfund Transfers 531,119 (600,781)
---------- ----------
Net Increase (Decrease) (210,312) 1,052,733 1,539,543
---------- ---------- -----------
Net Assets Available
for Benefits:
Beginning of Year 1,819,521 6,019,988 14,788,367
---------- ---------- -----------
End of Year $1,609,209 $7,072,721 $16,327,910
========== ========== ===========
</TABLE>
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------
Loans to Basic Retirement Corporate
Participants Value Preservation Bond
<S> <C> <C> <C> <C>
INCREASES:
Contributions:
Participants $203,694 $668,436 $64,651
Employer 50,549 363,340 15,582
--------- ---------- --------
Total contributions 254,243 1,031,776 80,233
--------- ---------- --------
Investment income (loss):
Interest 3,904 253,981 1,175
Dividends 36,591 11,201
Net depreciation in fair
value of investments (34,261) (19,382)
-------- ---------- --------
Total investment income (loss) 6,234 253,981 (7,006)
Miscellaneous receipts 9,795 12
-------- ---------- --------
Total increases 260,477 1,295,552 73,239
-------- ---------- --------
DECREASES:
Benefit payments (Note 5) $23,313 56,100 679,492 4,222
Noncash benefit distributions
Other decreases 185
---------- -------- ---------- --------
Total decreases 23,313 56,285 679,492 4,222
---------- -------- ---------- --------
Interfund Transfers 1,144,813 481,191 (455,769) 121,539
---------- -------- ---------- --------
Net Increase (Decrease) 1,121,500 685,383 160,291 190,556
Net Assets Available
for Benefits:
Beginning of Year 4,770,636 20,492
---------- -------- ---------- --------
End of Year $1,121,500 $685,383 $4,930,927 $211,048
========== ======== ========== ========
</TABLE>
(Continued below)
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Continued)
<TABLE>
<CAPTION>
Supplemental Information by Fund
------------------------------------------------------------------------
Company Total
Stock Capital Plan
<S> <C> <C> <C>
INCREASES:
Contributions:
Participants $323,605 $960,262 $2,220,648
Employer 134,815 445,958 1,010,244
---------- ---------- -----------
Total contributions 458,420 1,406,220 3,230,892
---------- ---------- -----------
Investment income (loss):
Interest 5,784 22,869 287,713
Dividends 77 497,817 545,686
Net depreciation in fair
value of investments (40,341) (430,918) (524,902)
---------- ---------- -----------
Total investment income (loss) (34,480) 89,768 308,497
Miscellaneous receipts 23,036 1,193 34,036
---------- ---------- -----------
Total increases 446,976 1,497,181 3,573,425
---------- ---------- -----------
DECREASES:
Benefit payments (Note 5) 131,029 680,131 1,574,287
Noncash benefit distributions 123,199 48,954 172,153
Other decreases 185
---------- ---------- -----------
Total decreases 254,228 729,085 1,746,625
---------- ---------- -----------
Interfund Transfers (151,204) (1,140,570)
---------- ----------
Net Increase (Decrease) 41,544 (372,474) 1,826,800
Net Assets Available
for Benefits:
Beginning of Year 1,777,977 6,392,462 12,961,567
---------- ---------- -----------
End of Year $1,819,521 $6,019,988 $14,788,367
========== ========== ===========
</TABLE>
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - The financial statements of QMS, Inc. Cash or Deferred Retirement Plan
(the "Plan") are prepared on the accrual basis of accounting. Expenses of the
Plan are paid by QMS, Inc. (the "Company").
Investments - Investments other than guaranteed investment contracts are stated
at current quoted market value as determined by the Plan's trustee. The Plan's
investments in guaranteed investment contracts are benefit responsive and are
stated at contract value. The fair value of these contracts approximates their
carrying value. Gain or loss from sale of investments is computed based on the
identified fair value of the investment as of the beginning of the year in
which the investment is sold.
Loans - Loans to participants are recorded at an amount equal to their
remaining principal balance. Interest income related to these notes
receivable is reflected in the investment fund in which loan repayments are
reinvested. The fair value of loans to participants approximates their carrying
value.
Adoption of New Accounting Standard - During 1995, the Plan adopted Statement
of Position (SOP) No. 94-4 Reporting of Investment Contracts Held by Health and
Welfare Benefit Plans and Defined Contribution Pension Plans, issued in
September 1994. The new guidance requires defined contribution plans to report
investment contracts with fully benefit-responsive features (as defined in the
SOP) at contract value. Other investment contracts are recorded at fair
value. The impact of adoption of SOP No. 94-4 was insignificant.
2. PLAN ADMINISTRATION
The general administration of the Plan is the responsibility of the
administrator appointed by the Board of Directors of the Company.
Plan assets are held in trust funds which are managed by Merrill Lynch.
3. DESCRIPTION OF THE PLAN
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Plan document for more complete
information.
The Plan was approved by the Board of Directors of the Company on February 20,
1987 and amended on January 1, 1994. A registration statement filed with the
Securities and Exchange Commission on Form S-8 became effective on March 15,
1987.
A summary of the major provisions of the Plan is as follows:
* Any employee of the Company or its wholly owned domestic subsidiaries who has
completed one year of employment in which there is no less than one thousand
(1,000) hours of service may elect to become a member of the Plan on January 1
and July 1 in each plan year coincident with or next following the completion of
such service should his/her entry date be prior to September 30, 1989.
Employees whose entry dates are subsequent to September 30, 1989, must complete
five hundred (500) hours of service in a six-month period; such employees are
eligible to participate in the Plan on January 1, April 1, July 1 and October 1
in each plan year.
* The provisions of the Plan allow each participant to make tax-deferred
contributions and/or nondeductible contributions.
* Plan participants may elect to contribute from 1% to 19% of annual salary to
the Plan. Each employee may contribute a tax-deferred amount not to exceed 10%
of his/her annual salary for the plan year. In addition, each employee may
contribute a non-tax deferred amount up to the aggregate of 9% of his/her salary
for the plan year. Elective deferrals are subject to a government imposed limit
in any one taxable year. For 1995, the limit was $9,240. The Company matches
employee tax deferred contributions in varying percentages with a maximum of
3.5% of an employee's annual salary. Participant benefits are fully vested with
respect to both employee contributions and the Company's matching contribution
upon enrollment.
* At December 31, 1995 and 1994, the employee's interest in the Plan is
represented primarily by five funds as follows:
1) The Basic Value Fund is to be invested primarily in equity securities.
2) The Retirement Preservation Trust is to be invested in guaranteed investment
contracts and other instruments that are intended to produce income, with a
relatively low risk of loss of principal. The average annual interest rate and
the year-end interest crediting rate were 6.49% (1995) and 6.19% (1994).
3) The Corporate Bond Fund is to be invested in long-term corporate bonds.
4) The Company Stock Fund is to be invested in Qualifying Employer Securities
(as defined in the Trust Agreement) which are expected to consist principally of
shares of common stock of the Company, for the purpose of allowing members to
acquire a proprietary interest in the Company.
5) The Capital Fund is to be invested primarily in equity securities but at
any given time may be invested in corporate bonds or money market securities.
* Each participant's account is credited with the participant's contributions
and an allocation of the Company's contribution and Plan earnings, and charged
with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined.
* The Plan provides for Plan loans to participants. The Plan restricts loans
to a $500 minimum with varying interest rates and repayment period options as
determined by provisions in the Plan document. The Plan Administrator may
uniformly and in a nondiscriminatory manner restrict the number of outstanding
loans per member.
* Employees will be entitled to the full value of their accrued benefits upon
termination of employment, retirement due to disability or the attainment of age
55 or death. At the election of the member, payment is to be made in either a
single lump sum cash payment or in annual or more frequent installments over a
period not exceeding ten years.
* Hardship distributions of part or all of that portion of a member's employee
deferred account consisting of Plan sponsor contributions (but not earnings
thereon) may be allowed by the Plan Administrator before the member's
termination of employment, retirement, disability or death. Any withdrawal from
the Plan may subject the member to adverse income tax consequences.
QMS, Inc. reserves the right at any time to modify, amend or terminate the Plan
or the trust in whole or in part. If the Plan is terminated in whole or in
part, the employees shall be fully vested. Upon the Plan's termination, all of
its assets are to be used solely for the benefit of the members and their
beneficiaries. The Plan is not insured so as to provide guaranteed benefits in
the event of termination of the Plan.
4. INVESTMENTS
The following represents the balance of investments representing 5% or more of
the Plan's net assets:
1995 1994
Basic Value Fund $ 1,087,856 $ 627,479
Retirement Preservation Fund 4,824,231 4,510,202
Corporate Bond Fund 318,790 193,425
QMS Company Stock Fund 1,530,437 1,673,478
Capital Fund 6,736,999 5,535,746
Loans to participants 1,100,618 1,121,500
----------- -----------
Total $15,598,931 $13,661,830
=========== ===========
5. NET ASSETS AVAILABLE FOR BENEFITS
Net assets available for benefits included benefits of $5,613,338 (1995) and
$1,885,045 (1994) due to participants who are no longer active participants
in the Plan.
6. PARTY-IN-INTEREST TRANSACTIONS
Party-in-interest investments held by the Plan included $340,097 (1995) and
$196,879 (1994) shares of the Company's common stock with a fair value of
approximately $1,530,437 and $1,673,478, respectively.
7. TAX STATUS
The Plan obtained its latest determination letter on June 7, 1995, in which the
Internal Revenue Service stated that the Plan, as designed, was in compliance
with the applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
<S> <C> <C> <C> <C>
Description of Investment,
Identity of Issue, including Maturity Date,
Borrower, Lessor, Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Cost Value
* Merrill Lynch Merrill Lynch Retirement
Preservation Trust $4,824,231 $4,824,231
* Merrill Lynch Merrill Lynch Corporate
Bond Fund Investment
Grade Class A -
26,924.8029 units 306,351 318,790
* Merrill Lynch Merrill Lynch Capital
Fund Class A Equity
Fund - 220,523.7096
units 6,305,733 6,736,999
* Merrill Lynch Merrill Lynch Basic
Value Fund Class A
- 38,426.5678 units 959,375 1,087,856
* QMS, Inc. QMS, Inc. 340,097
shares - $.01 par 2,637,143 1,530,437
* QMS, Inc. Cash Participant loans, interest
or Deferred rates ranging from 6%
Retirement to 9%; maturing from
Plan January, 1996 to
March, 2004 1,100,618 1,100,618
----------- -----------
$16,133,451 $15,598,931
=========== ===========
* Party-in-interest.
</TABLE>
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
SERIES OF TRANSACTIONS:
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column G
<S> <C> <C> <C> <C>
Total
Identity of Description Number Number Dollar
Party of of of Value of
Involved Asset Purchases Sales Purchases
Merrill Lynch Merrill Lynch Capital
Fund Class A 296 371 $2,367,216
Merrill Lynch Merrill Lynch Basic
Value Fund Class A 182 136 655,713
QMS, Inc. QMS, Inc. - Stock 179 108 1,322,209
Merrill Lynch Merrill Lynch Retirement
Preservation Trust 451 304 1,871,950
</TABLE>
(continued below)
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1995
SERIES OF TRANSACTIONS:
<TABLE>
<CAPTION>
Column A Column B Column H Column I
<S> <C> <C> <C>
Total Net
Identity of Description Dollar Gain
Party of Value of or
Involved Asset Sales (Loss)
Merrill Lynch Merrill Lynch Capital
Fund Class A $2,170,278 $48,998
Merrill Lynch Merrill Lynch Basic
Value Fund Class A 386,510 31,999
QMS, Inc. QMS, Inc. - Stock 447,055 (179,489)
Merrill Lynch Merrill Lynch Retirement
Preservation Trust 1,557,920 0
</TABLE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
12063 of QMS, Inc. and subsidiaries on Form S-8 of our report dated June 17,
1996, appearing in this Annual Report on Form 11-K of QMS, Inc. Cash or Deferred
Retirement Plan for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
June 28, 1996
