<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, 1996
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: June 27, 1997 By: /s/ Lazane Smith
-------------- -------------------------------
M. Lazane Smith
Senior Vice President-Finance
Chief Financial Officer
<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, 1996
Statement of Net Assets Available for Benefits as of
December 31, 1995
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1996
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1995
Notes to Financial Statements
Schedule
--------
Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1996 I
Item 27d - Schedule of Reportable Transactions for the year ended
December 31, 1996 II
<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, 1996
and 1995, 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, 1996 and 1995, and
the changes in 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 statements of net assets available for benefits and the statements 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 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
June 6, 1997
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1996
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
Fidelity Fidelity Short- Broadly Retirement
CompuCom Fidelity Fidelity U.S. Growth Intermediate Diversified Money
Stock Magellan Puritan Equity Company Government International Market
Fund Fund Fund Index Fund Fund Fund Equity Fund Fund
------------ ---------- ---------- ---------- --------- ------------- -------------- ----------
Assets:
Investments (note 3):
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CompuCom Systems, Inc.
common stock, at fair
value (730,713 shares;
cost of $4,022,337) $7,939,101 -- -- -- -- -- -- --
Fidelity Magellan Fund,
at fair value (75,374
units;
cost of $6,170,928) -- 6,078,907 -- -- -- -- -- --
Fidelity Puritan Fund,
at fair value (254,442
units;
cost of $4,416,727) -- -- 4,386,580 -- -- -- -- --
Fidelity U.S. Equity
Index fund, at fair
value
(51,230 units; cost of
$1,266,688) -- -- -- 1,380,655 -- -- -- --
Fidelity
Short-Intermediate
Government Fund, at
fair value (54,818
units; cost of
$526,869) -- -- -- -- -- 531,182 -- --
Fidelity Growth Company
Fund, at fair value -- -- -- -- -- -- -- --
Fidelity Broadly
Diversified
International Equity
Fund, at fair value -- -- -- -- -- -- -- --
Fidelity Retirement
Money Market Fund, at
fair value
(1,660,298 units; cost
of $1,660,298 -- -- -- -- -- -- -- 1,660,298
Participant loans
(unpaid principal
balance approximates
fair value) -- -- -- -- -- -- -- --
---------- --------- --------- --------- -------- ------------ ------------- ----------
Total investments 7,939,101 6,078,907 4,386,580 1,380,655 -- 531,182 -- 1,660,298
Cash 170,772 -- -- -- -- -- -- --
---------- --------- --------- --------- -------- ------------ ------------- ----------
8,109,873 6,078,907 4,386,580 1,380,655 -- 531,182 -- 1,660,298
Receivables:
Employer's contributions 294,020 357,676 252,642 201,453 16,091 69,544 9,621 193,754
Employees' contributions 73,589 56,346 40,660 12,797 -- 4,924 -- 15,389
---------- --------- --------- --------- -------- ------- ------------- ---------
Total assets 8,477,482 6,492,929 4,679,882 1,594,905 16,091 605,650 9,621 1,869,441
Refunds payable (62,398) ( 75,668) (50,406) (30,788) (2,532) (4,110) (736) (29,883)
---------- --------- --------- --------- -------- ------- ------------- ---------
Net assets
available for
benefits $8,415,084 6,417,261 4,629,476 1,564,117 13,559 601,540 8,885 1,839,558
========== ========= ========= ========= ======== ======= ============= =========
</TABLE>
<TABLE>
<CAPTION>
Participant
Loans Totals
------------ -----------
Assets:
Investments (note 3):
<S> <C> <C>
CompuCom Systems, Inc.
common stock, at fair
value (730,713 shares;
cost of $4,022,337) -- 7,939,101
Fidelity Magellan Fund,
at fair value (75,374
units; cost of
$6,170,928) -- 6,078,907
Fidelity Puritan Fund,
at fair value (254,442
units; cost of
$4,416,727) -- 4,386,580
Fidelity U.S. Equity
Index fund, at fair
value (51,230 units;
cost of $1,266,688) -- 1,380,655
Fidelity
Short-Intermediate
Government Fund, at
fair value (54,818
units; cost of
$526,869) -- 531,182
Fidelity Growth Company
Fund, at fair value -- --
Fidelity Broadly
Diversified
International Equity
Fund, at fair value -- --
Fidelity Retirement
Money Market Fund, at
fair value
(1,660,298 units; cost
of $1,660,298 -- 1,660,298
Participant loans
(unpaid principal
balance approximates
fair value) 779,721 779,721
----------- ----------
Total investments 779,721 22,756,444
Cash -- 170,772
----------- ----------
779,721 22,927,216
Receivables:
Employer's contributions -- 1,394,801
Employees' contributions -- 203,705
----------- ----------
Total assets 779,721 24,525,722
Refunds payable -- (256,521)
----------- ----------
Net assets
available for
benefits 779,721 24,269,201
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1995
<TABLE>
<CAPTION>
CIGNA
Guaranteed CompuCom Fidelity Fidelity Scudder
Long-term Stock Magellan Puritan International Participant
Fund Fund Fund Fund Bond Fund Loans Totals
----------- --------- -------- -------- ------------- ----------- ------
Assets:
<S> <C> <C> <C> <C> <C> <C> <C>
Investments (note 3):
Funds with an insurance company, at
contract value $3,109,496 -- -- -- -- -- 3,109,496
CompuCom Systems, Inc. common stock,
at fair value (618,904 shares; cost
of $2,330,291) -- 5,879,588 -- -- -- -- 5,879,588
Fidelity Magellan Fund, at fair value
(48,684 units; cost of $3,891,192) -- -- 4,185,816 -- -- -- 4,185,816
Fidelity Puritan Fund, at fair value
(165,449 units; cost of $2,840,978) -- -- -- 2,814,291 -- -- 2,814,291
Scudder International Bond Fund, at
fair value (26,235 units; cost
of $301,734) -- -- -- -- 300,656 -- 300,656
Participant loans (unpaid principal
balance approximates fair value) -- -- -- -- -- 173,178 173,178
--------- --------- --------- --------- ------- ------- ----------
Total investments 3,109,496 5,879,588 4,185,816 2,814,291 300,656 173,178 16,463,025
Cash 67,819 103,468 128,713 89,495 15,915 -- 405,410
--------- --------- --------- --------- ------- ------- ----------
3,177,315 5,983,056 4,314,529 2,903,786 316,571 173,178 16,868,435
Receivables:
Employer's contributions 161,406 173,262 302,336 237,224 41,978 -- 916,206
Employees' contributions 18,015 18,647 35,200 25,548 6,597 -- 104,007
--------- --------- --------- --------- ------- ------- ----------
Net assets available for $3,356,736 6,174,965 4,652,065 3,166,558 365,146 173,178 17,888,648
benefits ========== ========= ========= ========= ======= ======= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1996
<TABLE>
<CAPTION>
Fidelity
Fidelity Fidelity Short-
Guaranteed CompuCom Fidelity Fidelity Scudder U.S. Growth Intermediate
Long-term Stock Magellan Puritan International Equity Company Government
Fund Fund Fund Fund Bond Fund Index Fund Fund Fund
------------ ----------- ---------- ---------- -------------- ---------- -------- -------------
Additions to net assets
attributed to:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employer's contributions $ -- 294,020 357,676 252,642 -- 201,453 13,559 69,544
Employees' contributions 154,312 1,104,190 1,702,302 1,069,356 49,881 656,086 -- 209,802
Investment income:
Interest 72,910 -- 790,630 495,933 -- 22,738 -- 21,465
Net appreciation
(depreciation) in fair
value of investments -- 1,004,702 (145,687) 94,694 (4,762) 118,508 -- 347
----------- ---------- --------- --------- -------- --------- -------- -------
Net investment
income 72,910 1,004,702 644,943 590,627 (4,762) 141,246 -- 21,812
----------- ---------- --------- --------- -------- --------- -------- -------
Total additions 227,222 2,402,912 2,704,921 1,912,625 45,119 998,785 13,559 301,158
Deductions from net assets
attributed to:
Administrative fees -- (1,119) (1,262) (1,706) -- (156) -- (856)
Withdrawals (182,540) (1,157,194) (872,741) (692,721) (19,747) (52,296) -- (28,038)
----------- ---------- --------- --------- -------- --------- -------- -------
Total deductions (182,540) (1,158,313) (874,003) (694,427) (19,747) (52,452) -- (28,894)
----------- ---------- --------- --------- -------- --------- -------- -------
Net increase prior
to interfund
transfers 44,682 1,244,599 1,830,918 1,218,198 25,372 946,333 13,559 272,264
Interfund transfers (3,401,418) 995,520 (65,722) 244,720 (390,518) 617,784 -- 329,276
----------- ---------- --------- --------- -------- --------- -------- -------
Net increase
(decrease) (3,356,736) 2,240,119 1,765,196 1,462,918 (365,146) 1,564,117 13,559 601,540
Net assets available for
benefits:
Beginning of year 3,356,736 6,174,965 4,652,065 3,166,558 365,146 -- -- --
----------- ---------- --------- --------- -------- --------- -------- -------
End of year $ -- 8,415,084 6,417,261 4,629,476 -- 1,564,117 13,559 601,540
=========== ========== ========= ========= ======== ========= ======== =======
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity
Broadly Retirement
Diversified Money
International Market Participant
Equity Fund Fund Loans Totals
------------- ---------- ----------- -----------
Additions to net assets
attributed to:
<S> <C> <C> <C> <C>
Employer's contributions 8,885 193,754 -- 1,391,533
Employees' contributions -- 659,962 -- 5,605,891
Investment income:
Interest -- 59,315 4,706 1,467,697
Net appreciation
(depreciation) in fair
value of investments -- -- -- 1,067,802
----- --------- ------- ----------
Net investment
income -- 59,315 4,706 2,535,499
------ --------- ------- ----------
Total additions 8,885 913,031 4,706 9,532,923
Deductions from net assets
attributed to:
Administrative fees (2,256) -- (7,355)
Withdrawals (139,738) -- (3,145,015)
----- --------- ------- ----------
Total deductions -- (141,994) -- (3,152,370)
----- --------- ------- ----------
Net increase prior
to interfund
transfers 8,885 771,037 4,706 6,380,553
Interfund transfers -- 1,068,521 601,837 --
----- --------- ------- ----------
Net increase
(decrease) 8,885 1,839,558 606,543 6,380,553
Net assets available for
benefits:
Beginning of year -- -- 173,178 17,888,648
----- ---------- ------- ----------
End of year 8,885 1,839,558 779,721 24,269,201
===== ========= ======= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1995
<TABLE>
<CAPTION>
Guaranteed CompuCom Fidelity Fidelity Scudder
Long-term Stock Magellan Puritan International Participant
Fund Fund Fund Fund Bond Fund Loans Totals
------------ ---------- ---------- -------- ------------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Employer's contributions $ 161,406 173,262 302,336 237,224 41,978 -- 916,206
Employees' contributions 485,862 584,349 921,439 723,568 133,731 -- 2,848,949
---------- --------- --------- --------- ------- ------- ----------
647,268 757,611 1,223,775 960,792 175,709 -- 3,765,155
Employee rollovers from previous
savings plans 72,026 54,351 189,021 137,395 32,079 -- 484,872
Investment income:
Interest 155,792 -- -- -- 14,624 -- 170,416
Net appreciation in fair value of
investments -- 3,993,594 966,316 438,184 2,104 -- 5,400,198
----------- --------- --------- --------- ------- ------- ----------
Net investment income 155,792 3,993,594 966,316 438,184 16,728 -- 5,570,614
---------- --------- --------- --------- ------- ------- ----------
Total additions 875,086 4,805,556 2,379,112 1,536,371 224,516 -- 9,820,641
Deductions from net assets attributed
to withdrawals (276,353) (396,846) (463,292) (347,382) (20,405) -- (1,504,278)
---------- --------- --------- --------- ------- ------- ----------
Net increase prior to interfund
transfers 598,733 4,408,710 1,915,820 1,188,989 204,111 -- 8,316,363
Interfund transfers 155,730 (329,617) 127,439 65,153 26,959 (45,664) --
---------- --------- --------- --------- ------- ------- ----------
Net increase (decrease) 754,463 4,079,093 2,043,259 1,254,142 231,070 (45,664) 8,316,363
Net assets available for benefits:
Beginning of year 2,602,273 2,095,872 2,608,806 1,912,416 134,076 218,842 9,572,285
---------- --------- --------- --------- ------- ------- ----------
End of year $3,356,736 6,175,965 4,652,065 3,166,558 365,146 173,178 17,888,648
========== ========= ========= ========= ======= ======= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(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. Contract value
represents contributions made under the contract plus interest at the
contract rate. 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, 1996 and 1995 (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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan 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 additions and deductions during the
reporting period. Because of the use of estimates inherent in the financial
reporting process, actual results could differ from those estimates.
Certain prior period amounts have been reclassified to conform to the
December 31, 1996 presentation.
(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 six months of qualifying service. 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,
(Continued)
<PAGE>
2
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
set minimum standards of responsibility applicable to fiduciaries of
the Plan, and establish minimum standards for participation and
vesting.
The Company serves as the Plan Administrator; however, the Plan
operates under a contract administration agreement, whereby an
independent third party Investment Firm assists the Company in this
capacity. The Investment Firm maintains a separate account for each
participant reflecting the participant's cost and market value of
investments. The Investment Firm also serves as the trustee and makes
distributions from a participant's account in accordance with the terms
of the Plan document. The Investment Firm of the Plan was changed on
May 1, 1996. In conjunction with the change in Investment Firms
effective May 1, 1996, the Plan agreement was restated. The terms of
the restated Plan agreement are substantially consistent with the
previous agreement. However, the restated Plan agreement allows
employees to participate in the Plan after six months of eligible
service. The previous Plan agreement required twelve months of eligible
service.
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
-------------
The Company matches 50% of each participant's qualifying contribution
up to 4% of the participant's basic compensation. The Company also
matches an additional 25% on each participant's next 2% (over and
beyond the first 4%) qualifying contributions. During 1996 and 1995,
the Company contributed $1,391,533 and $916,206, respectively, to
participants' accounts.
Contributions are invested in one or more investment funds, one of
which includes the Company's Common Stock. 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, 1996 and 1995, the Plan had $170,772 and $405,410 in cash,
respectively.
(Continued)
<PAGE>
3
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
(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 participants' 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 request of a participant, 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 10.25% to 11.75% in 1996.
(g) Expenses of Plan
----------------
The expenses of administration of the Plan, including the expenses of
the administration and fees of the Trustee, shall be paid from the
Plan, unless CompuCom (the Sponsor) elects to make payment. The Sponsor
paid approximately $47,946.91 in fees relating to the Plan during 1996
and $54,414.21 in 1995.
(3) Investment Programs
-------------------
The Company's matching contributions to the Plan are invested in CompuCom's
common stock and investment funds in proportion to the participants'
contributions in connection with the matching provision of the Plan. Funds
from previous companies' plans and rollovers from qualified plans are
invested in the investment funds at the participants' direction. Provisions
of the Plan allow participant contributions in 1% increments to be invested
in any of the funds, including CompuCom common stock.
(Continued)
<PAGE>
4
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
The investment programs of the Plan are as follows:
(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 1996 and 1995 averaged 6.29% and 5.88%, respectively.
The fund was not an investment option at December 31, 1996.
(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.
(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 stocks and bonds in which this fund is
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 this
fund is invested. The return on this fund may be higher or lower than
the return of other funds. The fund was not an investment option at
December 31, 1996.
(f) Fidelity U.S. Equity Index Fund
-------------------------------
Contributions are invested in a pooled fund of common stocks publicly
traded in the United States. The fund attempts to duplicate the
composition and return of the Standard & Poors 500. The performance of
the fund is related to market gains and losses. The return of this fund
may be higher or lower than the return of other funds.
(Continued)
<PAGE>
5
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
(g) Fidelity Growth Company Fund
----------------------------
Contributions are invested in a pooled fund of common stocks and
securities convertible into 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.
(h) Fidelity Short-Intermediate Government Fund
-------------------------------------------
Contributions are invested in a pooled fund of U.S. Government
securities and instruments related to U.S. Government securities. The
fund normally maintains a dollar weighted average maturity of two to
five years. The return on this fund may be higher or lower than the
return of other funds.
(i) Fidelity Broadly Diversified International Equity Fund
------------------------------------------------------
Contributions are invested in a pooled fund of securities of any issuer,
including companies and other business organizations as well as
governments and government agencies. The fund tends to focus on the
equity securities of both large and small companies. The performance of
the fund is related to market gains and losses. The return of this fund
may be higher or lower than the return of other funds.
(j) Fidelity Retirement Money Market Fund
-------------------------------------
Contributions are invested in a pooled fund of high-quality U.S. dollar
denominated money market securities of domestic and foreign issuers,
including U.S. Government securities and repurchase agreements.
(Continued)
<PAGE>
6
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Notes to Financial Statements
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, 1996 December 31, 1995
----------------------------------------- ----------------------------------
Contract Contract
Units, shares value/fair Units, shares value/fair
Description of face value value of face value value
----------- ------------- --------- ------------- ----------
<S> <C> <C> <C> <C>
CIGNA Guaranteed
Long-term Fund -- $ -- 3,109,496 $ 3,109,496
CompuCom Systems, Inc.
common stock 730,713 7,939,101 618,904 5,879,588
Fidelity Magellan Fund 75,374 6,078,907 48,684 4,185,816
Fidelity Puritan Fund 254,442 4,386,580 165,449 2,814,291
Fidelity U.S. Equity Index
Fund 51,230 1,380,655 -- --
----------- -----------
$19,785,243 $15,989,191
=========== ===========
</TABLE>
(4) Tax 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.
(5) Refunds Payable
---------------
At December 31, 1996, the Plan has recorded refunds payable of $256,521.
The refunds relate to amounts due to certain employees of the Company based
upon nondiscrimination tests for deferrals and employee after-tax
contributions to the Plan.
(Continued)
<PAGE>
Schedule I
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996
<TABLE>
<CAPTION>
Description of
Identity of issue investment Cost Current value
- --------------------------- --------------------- ------------- -------------
<S> <C> <C> <C>
Stock Fund:
CompuCom Systems, Inc.
common stock* 730,713 shares $ 4,022,337 7,939,101
Fidelity Magellan Fund 75,374 units 6,170,928 6,078,907
Fidelity Puritan Fund 254,442 units 4,416,727 4,386,580
Fidelity U.S. Equity Index
Fund 51,230 units 1,266,688 1,380,655
Fidelity Short-Intermediate
Government Fund 54,818 units 526,869 531,182
Fidelity Retirement Money
Market Fund 1,660,298 units 1,660,298 1,660,298
Participant loans Loans to participants,
10.25% to 11.75% 779,721 779,721
----------- ----------
$18,843,568 22,756,444
=========== ==========
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
<PAGE>
Schedule II
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996
<TABLE>
<CAPTION>
Current
Expense value of
Description Aggregate incurred asset on Net
of number of Purchase Selling Lease with Cost of transaction gain
Identity of party involved transaction transactions price price rental transaction asset date (loss)
- --------------------------- ----------- ------------ ---------- --------- ------ ----------- --------- ----------- -------
Purchases:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Short-
Intermediate
Government Fund U.S.
securities
fund 80 $ 603,550 -- -- -- 603,550 603,550 --
=== ========== ========= ====== =========== ========= ========= ========
Fidelity Magellan Fund Common
stock fund 126 $8,757,470 -- -- -- 8,757,470 8,757,470 --
=== ========== ========= ====== =========== ========= ========= ========
Fidelity Puritan Fund Variable
security
fund 130 $6,105,826 -- -- -- 6,105,826 6,105,826 --
=== ========== ========= ====== =========== ========= ========= ========
Fidelity Retirement
Money Market Fund Money
market fund 99 $2,244,388 -- -- -- 2,244,388 2,244,388 --
=== ========== ========= ====== =========== ========= ========= ========
Fidelity U.S. Equity
Index Fund Common
stock fund 91 $1,359,315 -- -- -- 1,359,315 1,359,315 --
=== ========== ========= ====== =========== ========= ========= ========
Sales:
Fidelity Short-
Intermediate U.S.
Government Fund security
fund 39 $ -- 77,384 -- -- 76,681 77,384 703
=== ========== ========= ====== =========== ========= ========= ========
Fidelity Magellan Fund Common 86 $ -- 1,893,527 -- -- 1,847,251 1,893,527 46,276
stock fund === ========== ========= ====== =========== ========= ========= ========
Fidelity Puritan Fund Common 91 $ -- 1,282,923 -- -- 1,140,401 1,282,923 142,522
stock fund === ========== ========= ====== =========== ========= ========= ========
Fidelity Retirement
Money Market Fund Money
market fund 41 $ -- 558,143 -- -- 558,143 558,143 --
=== ========== ========= ====== =========== ========= ========= ========
Fidelity U.S. Equity
Index Fund Common
stock fund 41 $ -- 97,168 -- -- 92,628 97,168 4,540
=== ========== ========= ====== =========== ========= ========= ========
</TABLE>
See accompanying independent auditors' report.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
CompuCom Systems, Inc.:
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 June 6, 1997 relating to the statements of net
assets available for benefits of CompuCom Systems, Inc. 401(k) Matched Savings
Plan as of December 31, 1996 and 1995, 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, 1996 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
June 27, 1997
