<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
COMPUCOM SYSTEMS, INC.
10100 North Central Expressway
Dallas, Texas 75231
Registrant's telephone number, including area code (214) 265-3600
<PAGE>
SIGNATURE
- ---------
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the plan administrator of CompuCom Systems, Inc. 401(k) Matched Savings Plan has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Date: August 24, 1995 By: /s/ Robert J. Boutin
------------------------------- -------------------------------
Robert J. Boutin
Senior Vice President-Finance
2
<PAGE>
COMPUCOM SYSTEMS, INC.
401(K) MATCHED SAVINGS PLAN
Table of Contents
-----------------
Independent Auditors' Report
Statement of Net Assets Available for Benefits as of
December 31, 1994
Statement of Net Assets Available for Benefits as of
December 31, 1993
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1994
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1993
Notes to Financial Statements
Schedule
--------
Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1994 I
Item 27d - Schedule of Reportable Transactions for the year ended
December 31, 1994 II
Consent of Independent Auditors Exhibit 23
3
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Participants and Plan Administrator
CompuCom Systems, Inc. 401(k) Matched Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of CompuCom Systems, Inc. 401(k) Matched Savings Plan as of December 31, 1994
and 1993, 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 CompuCom
Systems, Inc. 401(k) Matched Savings Plan as of December 31, 1994 and 1993, and
the changes in its net assets available for benefits for the years 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 supplemental schedules of assets
held for investment purposes and schedule of reportable transactions 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 Fund Information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and 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.
KPMG Peat Marwick LLP
Dallas, Texas
July 31, 1995
4
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1994
<TABLE>
<CAPTION>
Guaranteed CompuCom Fidelity Fidelity Scudder
Long-term Stock Magellan Puritan International
Fund Fund Fund Fund Bond Fund Totals
---- ---- ---- ---- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments (note 3):
Funds with an insurance company, at
contract value $2,488,279 - - - - 2,488,279
CompuCom Systems, Inc. common
stock, at fair value (633,901 shares;
cost of $1,876,347) - 1,980,941 - - - 1,980,941
Fidelity Magellan Fund, at fair value
(36,093 units; cost of $2,422,347) - - 2,411,023 - - 2,411,023
Fidelity Puritan Fund, at fair value
(118,444 units; cost of $1,794,017) - - - 1,754,148 - 1,754,148
Scudder International Bond Fund, at
fair value (9,668 units; cost
of $113,722) - - - - 110,024 110,024
Participant loans (unpaid principal
balance approximates fair value) 218,482 - - - - 218,482
Cash - 4,674 19,277 19,386 81 43,418
Receivables:
Employer's contributions 33,661 35,213 57,662 45,428 7,988 179,952
Employees' contributions 80,693 75,044 120,844 93,454 15,983 386,018
--------- --------- --------- --------- --------- ---------
Net assets available for
plan benefits $2,821,115 2,095,872 2,608,806 1,912,416 134,076 9,572,285
========= ========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1993
<TABLE>
<CAPTION>
Guaranteed CompuCom Fidelity
Long-term Stock Magellan Fidelity
Fund Fund Fund Puritan Fund Totals
---- ---- ---- ------------ ------
<S> <C> <C> <C> <C> <C>
Assets:
Investments (note 3):
Funds with an insurance company, at
contract value $2,528,682 - - - 2,528,682
CompuCom Systems, Inc. common stock,
at fair value (565,079 shares; cost
of $1,401,101) - 2,295,351 - - 2,295,351
Fidelity Magellan Fund, at fair value
(28,092 units; cost of $1,866,932) - - 1,990,338 - 1,990,338
Fidelity Puritan Fund, at fair value
(92,532 units; cost of $1,378,039) - - - 1,457,380 1,457,380
Short-term investments (cost approximates
fair value) 4,438 21,378 2,027 1,734 29,577
Participant loans (unpaid principal
balance approximates fair value) 133,925 - - - 133,925
Receivables:
Employer's contributions 22,520 37,143 22,674 18,921 101,258
Employees' contributions 16,689 10,089 21,567 16,368 64,713
--------- --------- --------- --------- ---------
Net assets available for
plan benefits $2,706,254 2,363,961 2,036,606 1,494,403 8,601,224
--------- --------- --------- --------- ---------
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1994
<TABLE>
<CAPTION>
Guaranteed CompuCom Fidelity Fidelity Scudder
Long-term Stock Magellan Puritan International
Fund Fund Fund Fund Bond Fund Totals
---- ---- ---- ---- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Additions to plan assets attributed to:
Employer's contributions $ 118,341 124,773 202,986 149,441 7,988 603,529
Employees' contributions 409,631 459,197 723,231 523,286 23,629 2,138,974
--------- --------- --------- --------- --------- ---------
527,972 583,970 926,217 672,727 31,617 2,742,503
Employee rollovers from
previous savings plans 26,786 23,209 53,658 66,355 1,145 171,153
Investment income:
Interest 125,979 771 88,183 143,266 754 358,953
Net depreciation in fair value
of investments - (782,557) (134,712) (119,157) (3,699) (1,040,125)
--------- --------- --------- --------- --------- ---------
Net investment income 125,979 (781,786) (46,529) 24,109 (2,945) (681,172)
--------- --------- --------- --------- --------- ---------
Total additions
(deductions) 680,737 (174,607) 933,346 763,191 29,817 2,232,484
Transfers in (out) (351,975) 192,869 25,040 29,807 104,259 -
Withdrawals (213,901) (286,351) (386,186) (374,985) - (1,261,423)
--------- --------- --------- --------- --------- ---------
Net increase (decrease) 114,861 (268,089) 572,200 418,013 134,076 971,061
Net assets available for benefits:
Beginning of year 2,706,254 2,363,961 2,036,606 1,494,403 - 8,601,224
--------- --------- --------- --------- --------- ---------
End of year $2,821,115 2,095,872 2,608,806 1,912,416 134,076 9,572,285
========= ========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1993
<TABLE>
<CAPTION>
Guaranteed CompuCom Fidelity
Long-term Stock Magellan Fidelity
Fund Fund Fund Puritan Fund Totals
---- ---- ---- ------------ ------
<S> <C> <C> <C> <C> <C>
Additions to plan assets attributed to:
Employer's contributions $ 172,568 338,281 166,765 135,075 812,689
Employees' contributions 504,602 229,112 519,175 406,330 1,659,219
--------- --------- --------- --------- ---------
677,170 567,393 685,940 541,405 2,471,908
Employee rollovers from previous
savings plans 6,432 3,886 41,282 41,541 93,141
Investment income:
Interest 155,914 503 446 338 157,201
Net appreciation in fair value of
investments - 975,891 298,075 195,923 1,469,889
--------- --------- --------- --------- ---------
Net investment income 155,914 976,394 298,521 196,261 1,627,090
--------- --------- --------- --------- ---------
Total additions 839,516 1,547,673 1,025,743 779,207 4,192,139
Transfers in (out) (231,557) (94,185) 150,778 174,964 -
Withdrawals (154,438) (177,552) (178,473) (96,598) (607,061)
--------- --------- --------- --------- ---------
Net increase 453,521 1,275,936 998,048 857,573 3,585,078
Net assets available for benefits:
Beginning of year 2,252,733 1,088,025 1,038,558 636,830 5,016,146
--------- --------- --------- --------- ---------
End of year $2,706,254 2,363,961 2,036,606 1,494,403 8,601,224
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) Summary of Significant Accounting Policies
-----------------------------------------
The accompanying financial statements have been prepared on an accrual basis
using quoted market for determining fair value of investments or stated
contract values. The market values of investment securities are based on
closing market quotations or face value which approximates fair value. Funds
with the insurance company are recorded at contract value as reported to the
Plan by the insurance company. Contract value represents contributions made
under the contract, plus earnings less Plan withdrawals. Purchases and sales
of securities are recorded on a trade date basis. Expenses relating to the
purchase or sale of investment securities are added to the cost or deducted
from the proceeds, respectively.
The net increase (decrease) in fair values of investments held during the
years ended December 31, 1994 and 1993 (including investments bought, sold,
as well as held during the year) is reflected in the statements of changes
in net assets available for benefits as net appreciation (depreciation) in
fair value of investments.
(2) Description of the Plan
-----------------------
(a) General
-------
The CompuCom Systems, Inc. 401(k) Matched Savings Plan (the Plan) is a
defined contribution plan covering substantially all employees of
CompuCom Systems, Inc. (the Company/Employer) who have completed at
least 12 months of qualifying service. The Plan, which was adopted by
the Company's Board of Directors in October, 1987 and approved by the
Company's shareholders in June 1988, became effective January 1, 1988.
The following description of the Plan is provided for general
informational purposes only. Participants should refer to the Plan
documents for more complete information.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). The Plan is subject to those
provisions of Title I and II of ERISA which, among other things,
require that each participant be furnished with an annual financial
report and a comprehensive description of the participant's rights
under the Plan, set minimum standards of responsibility applicable to
fiduciaries of the Plan, and establish minimum standards for
participation and vesting.
9
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
The Company serves as the Plan Administrator; however, the Plan
operates under a contract administration whereby an independent third
party consulting firm (Consulting Firm) assists the Company in this
capacity. The Consulting Firm maintains a separate account for each
participant reflecting the participant's cost and market value of
investments. An independent trustee (The Trustee) makes distributions
from a participant's account in accordance with the terms of the Plan
document. The Trustee of the Plan was changed on October 1, 1994.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100% vested in their
accounts.
(b) Vesting
-------
Participants are fully vested in the earnings of their individual
contributions to the Plan. Prior to October 1, 1994 the Employer's
matching contributions vested 100% after two years of service.
Beginning October 1, 1994, the Employer's matching contributions vest
50% after two years of service and 100% after three years of service. A
year of service is a consecutive 12 month period during which an
employee has completed 1,000 hours of service.
(c) Contributions
-------------
During each year, participants may contribute to the Plan an amount
between one percent and ten percent of their total annual compensation
(elective contributions). The total 1994 qualified contributions to an
individual participant's account may not exceed the lesser of $9,240
($8,994 in 1993) or 25% of the participant's total compensation. Prior
to October 1, 1994, the Company matched 50% of each participant's
qualifying contribution up to 4% of the participant's basic
compensation. Beginning October 1, 1994, the Company will match an
additional 25% on each participant's next 2% (over and beyond the first
4%) qualifying contributions. During 1994 and 1993, the Company
contributed $603,529 and $567,089, respectively, to participants'
accounts. In addition, the Company also contributed $245,600 (80,000
shares) of CompuCom Systems Common Stock to participants' accounts
during 1993 for the 1992 year-end bonus. The contributed shares were
recorded at fair value at the date of purchase.
10
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
Contributions are invested in one or more investment funds, one of
which includes the Company's Common Stock. Prior to October 1, 1994,
the funds allocated to a participant's account were invested in the
Bank's Guaranteed Short-term Account from the date of receipt by the
bank to the date the bank remitted the funds. Interest credited on
these funds in the Bank's Guaranteed Short-term Account were remitted
with the funds to the respective participant's accounts . Beginning
October 1, 1994, when the Plan changed Trustees, funds allocated to a
participant's account are no longer invested in a Guaranteed Short-term
Account. The funds allocated to a participant's account are received by
the Trustee in cash and are held in cash until they are invested in the
appropriate funds. At December 31, 1994, the Plan had $43,418 in cash.
At December 31, 1993, the Plan had $29,577 invested in the Bank's
Guaranteed Short-term Account.
(d) Participant's Accounts
----------------------
Each participant's account is credited with the participant's
contribution and allocations of the Company's contribution and Plan
earnings. Forfeited balances of terminated participant's nonvested
accounts are used to reduce future Company contributions. The benefit
to which a participant is entitled is the benefit that can be provided
from the participant's vested account.
(e) Withdrawals
-----------
Participants may request a withdrawal of all or a portion of their
elective contribution account balances if the withdrawal qualifies as a
"Financial Hardship" as defined by the Internal Revenue Service. The
Plan Administrator must approve the request and the hardship withdrawal
will be taxed to the participant as ordinary income and may be subject
to an additional government imposed penalty tax. Upon the attainment of
age 59-1/2, participants may withdraw without penalty from their
participant's account an amount which is equal to any whole percentage
of their vested interest.
(f) Loans to Participants
---------------------
Upon written request of a participant and subject to completion of
three years of Plan participation, the Plan Administrator, in its sole
discretion, may make a loan to the participant. Participant loan
amounts may not exceed $50,000 or 50% of the participant's vested
account balance. The maximum term for any loan is five years. Loans
bear interest at rates determined by the Plan Administrator ranging
from 9% to 10% in 1994.
11
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
(g) Expenses of Plan
----------------
The costs of the Plan's administrative expenses are paid by the
Company.
(3) Investment Programs
-------------------
The participant determines both the amount to be invested and the allocation
of the investment to one or more of the investment funds. Allocations to
investment funds must be in multiples of 1%. Prior to October 1, 1994, the
Participant could change the amount or allocation of investments on a
quarterly basis. Beginning October 1, 1994, the Participant may change the
amount or allocation of investments monthly, but only once per quarter. The
Plan has the following five investment funds at December 31, 1994. The
Scudder International Bond Fund was made available to participants on
October 1, 1994.
(a) Guaranteed Long-term Fund
-------------------------
Contributions are invested in longer term fixed income securities, such
as corporate bonds and commercial mortgages. Funds are recorded at
contract value as reported to the Plan by the insurance company. The
interest rates for 1994 and 1993 averaged 5.35% and 6.19%,
respectively. The declared interest rate as of January 1, 1995 is
6.00%.
(b) CompuCom Stock Fund
-------------------
Contributions are invested in the Company's common stock. The Company
has entered into a contractual agreement for the purchase and
liquidation of shares of Employer stock.
12
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
(c) Fidelity Magellan Fund
----------------------
Contributions are invested in a pooled fund of common stocks and
securities convertible to common stock. The performance of the fund is
related to market gains and losses. The return on this fund may be
higher or lower than the return of other funds.
(d) Fidelity Puritan Fund
---------------------
Contributions are invested in a pooled fund of a broad list of
securities, including common stocks, preferred stocks and bonds,
including high-yield, low-quality bonds. The value of this fund depends
on the performance of the bonds in which these funds are invested. The
return on this fund may be higher or lower than the return of other
funds.
(e) Scudder International Bond Fund
-------------------------------
Contributions are invested in a pooled fund primarily investing in debt
securities of companies both inside and outside the United States. The
value of this fund depends on the performance of the bonds in which
these funds are invested. The return on this fund may be higher or
lower than the return of other funds.
The following table presents the fair values of investments that represent
5% or more of the Plan's net assets available for benefits:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
----------------- -----------------
Units, Contract Units, Contract
shares or value/fair shares or value/fair
Description face value value face value value
----------- ---------- ----- ---------- -----
<S> <C> <C> <C> <C>
CIGNA Guaranteed
Long-term Fund 2,488,279 $2,488,279 2,528,682 $2,528,682
CompuCom Systems,
Inc. common stock 633,901 1,980,941 565,079 2,295,351
Fidelity Magellan Fund 36,093 2,411,023 28,092 1,990,338
Fidelity Puritan Fund 118,444 1,754,148 92,532 1,457,380
Scudder International
Bond Fund 9,668 110,024 - -
--------- ---------
$8,744,415 $8,271,751
========= =========
</TABLE>
13
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
(4) Status
------
The Internal Revenue Service has determined and informed the Company by a
letter dated August 2, 1989 that the Plan is 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.
The federal income tax status of the participants with respect to their
contributions to the Plan is described in information submitted to the
participants and, subject to certain limitations, such contributions are
tax deferred.
14
<PAGE>
Schedule I
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1994
<TABLE>
<CAPTION>
Identity of issue Description of investment Cost Current value
----------------- ------------------------- ---- -------------
<S> <C> <C> <C>
Guaranteed Long-term Fund:
CIGNA Insurance Company Interest rate of 5.35% and
6.00% at December 31,
1994 and January 1,
1995, respectively $2,488,279 2,488,279
CompuCom Stock Fund:
CompuCom Systems, Inc.
common stock 633,901 shares 1,876,347 1,980,941
Cash 4,674 4,674
Fidelity Magellan Fund:
Fidelity Magellan Fund 36,093 units 2,422,347 2,411,023
Cash 19,277 19,277
Fidelity Puritan Fund:
Fidelity Puritan Fund 118,444 units 1,794,017 1,754,148
Cash 19,386 19,386
Scudder International Bond Fund:
Scudder International Bond
Fund 9,668 units 113,722 110,024
Cash 81 81
Participant loans Loans to participants, 8.0 -
10.0% 218,482 218,482
--------- ---------
$8,956,612 9,006,315
========= =========
</TABLE>
See accompanying independent auditors' report.
15
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Schedule II
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1994
<TABLE>
<CAPTION>
Current
value of asset
Aggregate Expense on
Description number of Purchase Selling Lease incurred with Cost of transaction Net gain
Identity of party involved of transaction transactions price price rental transaction asset date (loss)
- -------------------------- -------------- ------------ ----- ----- ------ ----------- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases:
CompuCom Stock Fund Common stock fund 19 $ 711,857 - - - 711,857 711,857 -
== ========= ======= ==== ==== ========= ========= =====
Fidelity Magellan Fund Common stock fund 28 $1,021,327 - - - 1,021,327 1,021,327 -
== ========= ======= ==== ==== ========= ========= =====
Fidelity Puritan Fund Variable security
fund 33 $ 828,154 - - - 828,154 828,154 -
== ========= ======= ==== ==== ========= ========= =====
Cigna Guaranteed Fund Insurance contract 24 $ 537,941 - - - 537,941 537,941 -
== ========= ======= ==== ==== ========= ========= =====
Sales:
Cigna Guaranteed Fund Insurance contract 16 $ - 704,322 - - 704,322 704,322 -
== ========= ======= ==== ==== ========= ========= =====
Fidelity Magellan Fund Common stock fund 18 $ - 475,188 - - 465,913 475,188 9,175
== ========= ======= ==== ==== ========= ========= =====
</TABLE>
See accompanying independent auditors' report.
16
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
To the Participants and Plan Administrator
CompuCom Systems, Inc. 401(k) Matched Savings Plan:
We consent to the incorporation by reference in Registration Statements
(No. 33-30056 No. 33-30175, No. 33-43275 and No. 33-76382) on Form S-8 of
CompuCom Systems, Inc. of our report dated July 31, 1995 relating to the
statements of net assets available for benefits of the CompuCom Systems, Inc.
401(k) Matched Savings Plan as of December 31, 1994 and 1993, and the related
statements of changes in net assets available for benefits for the years then
ended, and the related supplemental schedules, which report appears in the
December 31, 1994 annual report on Form 11-K of the CompuCom Systems, Inc.
401(k) Matched Savings Plan filed by CompuCom Systems, Inc.
KPMG Peat Marwick LLP
Dallas, Texas
August 24, 1995
