As filed with the Securities and Exchange Commission
on March 29, 1995
_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 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 No: 0-14134
_________________________________
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
THE GOOD GUYS! DEFERRED PAY PLAN
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
The Good Guys, Inc.
7000 Marina Boulevard
Brisbane, California 94005-1830
-1-<PAGE>
REQUIRED INFORMATION
The Good Guys! Deferred Pay Plan ("Plan") is
subject to the Employee Retirement Income Security Act of
1974 ("ERISA"). Therefore, in lieu of the requirements of
Items 1-3 of Form 11-K, the financial statements and
schedules of the Plan for the two fiscal years ended
September 30, 1993 and 1994, which have been prepared in
accordance with the financial reporting requirements of
ERISA, are attached hereto as Appendix 1 and incorporated
herein by this reference.
SIGNATURES
The Plan. Pursuant to the requirements of the
Securities and 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.
THE GOOD GUYS! DEFERRED PAY PLAN
By: The Good Guys! Deferred Pay Plan Administrative
Committee
/s/ Robert A. Gunst March 29, 1995
_____________________________
(Robert A. Gunst)
/s/ John P. Goldsberry March 29, 1995
_____________________________
(John P. Goldsberry)
/s/ Thomas A. Hannah March 29, 1995
_____________________________
(Thomas A. Hannah)
-2-<PAGE>
Appendix 1
THE GOOD GUYS!
DEFERRED PAY PLAN
Financial Statements and
Supplemental Information for
the Years Ended September 30,
1994 and 1993, Supplemental
Schedules as of and for the
Year Ended September 30, 1994
and Independent Auditors'
Report<PAGE>
THE GOOD GUYS! DEFERRED PAY PLAN
TABLE OF CONTENTS
_____________________________________________________________
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Assets Available for Benefits
as of September 30, 1994 and 1993 2
Statements of Changes in Assets Available for Benefits
for the Years Ended September 30, 1994 and 1993 2
Notes to Financial Statements 3-7
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE
YEAR ENDED SEPTEMBER 30, 1994:
Item 27a - Schedule of Assets Held for Investment
Purposes 8
Item 27d - Schedule of Reportable 5% Transactions 9<PAGE>
Deloitte & Touche LLP 50 Fremont Street
San Francisco, CA 94105-2230
Telephone: (415) 247-4000
Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' REPORT
Administrative Committee
The Good Guys!
Deferred Pay Plan
We have audited the accompanying statements of assets
available for benefits of The Good Guys! Deferred Pay Plan
(the "Plan") as of September 30, 1994 and 1993, and the
related statements of changes in 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, such financial statements present fairly, in
all material respects, the assets available for benefits of
the Plan as of September 30, 1994 and 1993, and the changes
in 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 as of and for the year ended
September 30, 1994 listed in the foregoing table of contents
are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974
("ERISA"). Such supplemental schedules are the
responsibility of the Plan's management. Such supplemental
schedules have been subjected to the auditing procedures
applied in our audit 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.
Deloitte & Touche LLP
March 22, 1995<PAGE>
THE GOOD GUYS! DEFERRED PAY PLAN
<TABLE>
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1994 AND 1993
_________________________________________________________________
<CAPTION>
1994 1993
<S> <C> <C>
ASSETS:
Investments, at fair value:
Investment Company of America $ 820,565
New Perspective Fund 1,160,275
Bond Fund of America 266,594
American Balanced Fund 603,981
Merrill Lynch Retirement Trust 1,040,812
The Good Guys! Stock Fund 804,321 $ 689,432
Loans to participants 366,162 301,646
Asset Allocation Fund 1,368,092
Income Accumulation Fund 810,608
S & P 500 Stock Fund 775,443
_________ _________
ASSETS AVAILABLE FOR BENEFITS $5,062,710 $3,945,221
========= =========
</TABLE>
<TABLE>
_________________________________________________________________
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED SEPTEMBER 30, 1994 AND 1993
_________________________________________________________________
<CAPTION>
1994 1993
<S> <C> <C>
ADDITIONS TO ASSETS:
Investment income:
Interest and collective trust
fund income $ 30,057 $ 27,937
Net appreciation (depreciation)
in fair value of investments 192,584 404,237
________ _________
Total investment income 222,641 432,174
Contributions from participants 1,547,627 1,037,088
_________ _________
Total additions 1,770,268 1,469,262
DEDUCTIONS FROM ASSETS -
Participants' withdrawals 652,779 383,862
_________ _________
NET INCREASE 1,117,489 1,085,400
ASSETS AVAILABLE FOR BENEFITS:
At beginning of year 3,945,221 2,859,821
_________ _________
At end of year $5,062,710 $3,945,221
========= =========
See notes to financial statements.
</TABLE>
-2-<PAGE>
THE GOOD GUYS! DEFERRED PAY PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1994 AND 1993
_________________________________________________________________
1. SUMMARY DESCRIPTION OF PLAN
The Good Guys! Deferred Pay Plan (the "Plan") is a defined
contribution tax deferred savings plan available to employees
of The Good Guys! (the "Company"). It is subject to the
provisions of the Employee Retirement Income Security Act of
1974. Employees of the Company may voluntarily commence
participation in the Plan on October 1st or April 1st of each
year providing they have completed six months of continuous
service. Participants may contribute up to 15% of their
annual compensation to the Plan. However, the sum of the
participants' contributions to the Plan and the Company's
contribution to the Profit-Sharing Plan on the participants'
behalf may not be in excess of the amount allowed for federal
income tax purposes. Additional contributions may be made to
the Plan by the Company at the option of the Plan's
Administrative Committee.
Until April 1, 1994, each participant's share of assets was
segregated in an individual account, and was invested in an
asset allocation fund, income accumulation fund, S & P 500
stock fund, The Good Guys! stock fund, or a combination of
these funds by Wells Fargo Bank, the Trustee of the Plan, in
accordance with the investment choice elected by the
participant. On April 1, 1994, the trustee and investment
management functions were transferred to Merrill Lynch.
Pursuant to the change in investment alternatives, the
participants have a choice of six investments as follows:
Investment Company of America Fund (Equity Growth &
Income Fund) - Funds are invested in marketable
securities, principally common stock, for long-term
growth of capital and income.
New Perspective Fund (Global Growth Fund) - Funds are
invested in common stocks of both foreign and domestic
companies for long-term growth of capital.
Bond Fund of America (Fixed Income Fund) - Funds are
invested in marketable fixed-income debt securities,
government obligations, and money-market instruments for
current income and the preservation of capital.
American Balanced Fund (Equity Growth & Income Fund) -
Funds are invested in a diversified array of equities,
debt, and cash instruments for capital preservation,
-3-<PAGE>
current income, and long-term growth of capital and
income.
Merrill Lynch Retirement Fund (Cash Equivalents;
Collective Trust Fund) - Funds are invested in Guaranteed
Investment Contracts, U.S. Government obligations and
money market instruments for current income and
preservation of capital (see Note 4).
The Good Guys! Company Stock Fund - Funds are invested in
The Good Guys! stock.
All contributions are fully vested at the time of
contribution.
Benefits are payable to employees upon termination of
employment, normal retirement, total disability, death, or
for financial hardship as defined by the Internal Revenue
Service. The Plan provides that all administrative costs be
paid by the Company.
Plan administration was transferred from The Wyatt Company to
Howard Johnson & Company effective April 1, 1994.
Participants should refer to the plan agreement for a more
complete description of the Plan's provisions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments of the Plan are stated at fair value determined
by quoted market price for mutual funds.
Loans to participants are valued at cost.
Benefits payable to persons who have withdrawn from
participation in the Plan are disclosed in the footnotes to
the financial statements rather than recorded as a liability
of the Plan.
Income Taxes - The Plan obtained a determination letter on
September 5, 1987, in which the Internal Revenue Service
stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue
Code. The Plan has applied for a new determination letter
based on the Plan agreement (see Note 1). The Plan
administrator and the Plan's tax counsel believe that the
Plan as newly designed and operated is in compliance with the
applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the
related trust was tax-exempt as of September 30, 1994.
-4-<PAGE>
3. LOANS RECEIVABLE
Under the terms of the Plan and subject to certain
limitations as defined in the Plan agreement, participants
may borrow against the amount of their vested accounts. Such
loans are payable over periods of up to five years and bear
interest at a rate equal to that charged by institutional
lenders for similar loans at the time the loan is made. As
of September 30, 1994, there are 128 loans to participants,
and the range of maturity dates and interest rates for these
loans were 1994 to 1999 and 9.0% to 13.5%, respectively.
4. FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT RISK
As required by Financial Accounting Standard No. 105,
Disclosure of Information about Financial Investments with
Off-Balance Sheet Risk and Financial Instruments with
Concentrations of Credit Risk, the following information
about the risk characteristics associated with the Merrill
Lynch retirement trust fund (the "Fund") is presented.
The Fund invests in guaranteed investment contracts ("GIC")
and bank investment contracts ("BIC") and other synthetic
guaranteed investment contracts issued by selected North
American life insurance companies and U.S. banks. The issuer
of each investment contract undertakes to repay the principal
amounts deposited pursuant to the contract plus accrued
interest at fixed or variable rates as specified under its
terms. The credit risk of the issuer of each investment
contract is evaluated and monitored by the Trustee.
The Merrill Lynch retirement trust fund's policy is to
require that the investment contract issuer has ratings no
lower than: A rating of AAA from Standard & Poor's and Aa2
from Moody's at the time of purchase.
The GIC issuer is subject to an analysis of asset quality,
liquidity, management quality, surplus adequacy and
profitability. Further, the issuer's mortgage loan portfolio
and bond holdings are scrutinized for exposure to high risk
bonds and geographical concentrations.
A credit review of all issuers of GICs is performed
periodically. The reviews are based upon the external rating
services listed above. An investment contract may be
identified as substandard or removed from the Fund depending
on the degree of deterioration of the issuer's rating. The
Trustee may elect to segregate a contract from the Fund,
resulting in separate accounting for the investment contract.
As a result, participants admitted to the Fund after the
contract has been segregated from the Fund will not be
affected.
-5-<PAGE>
The Fund's policy is to review a variety of factors prior to
selecting a BIC issuer for bidding on BICs. These factors
include, but are not limited to, asset quality, liquidity,
management quality, profitability and, as is the policy of
the Trustee, the Trustee's exposure to the issuing bank.
Furthermore, the Fund's investments in BICs are insured by
the Federal Deposit Insurance Corporation within applicable
limits. Such coverage was eliminated effective December 1993
or, for contracts purchased prior to December 1991, at
maturity.
5. BENEFITS PAYABLE TO PARTICIPANTS WHO HAVE WITHDRAWN
At September 30, 1994 and 1993, benefits of $515,509 and
$254,103, respectively, were due to participants who have
withdrawn from participation in the Plan.
6. FUND INFORMATION
The following information shows the changes in assets
available for benefits by fund type:
-6-<PAGE>
<TABLE>
CHANGES IN ASSETS AVAILABLE FOR BENEFITS BY FUND
YEAR ENDED SEPTEMBER 30, 1994
_________________________________________________________________
<CAPTION>
Investment
Company New Bond
of Perspective Fund of
America Fund America
<S> <C> <C> <C>
ADDITIONS TO ASSETS:
Investment income:
Interest and collective
trust fund income
Net appreciation
(depreciation) in
fair value of
investments $ 28,687 $ 37,500 $ (778)
Contributions 185,030 274,223 49,463
_______ _________ _______
Total additions 213,717 311,723 48,685
_______ _________ _______
DEDUCTIONS FROM ASSETS -
Participants'
withdrawals (62,306) (72,079) (13,396)
_______ _________ _______
Total deductions (62,306) (72,079) (13,396)
_______ _________ _______
NET INCREASE (DECREASE)
PRIOR TO INTERFUND
TRANSFERS 151,411 239,644 35,289
INTERFUND TRANSFERS 669,154 920,631 231,305
_______ _________ _______
NET INCREASE
(DECREASE) 820,565 1,160,275 266,594
ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year _______ _________ _______
End of year $820,565 $1,160,275 $266,594
======= ========= =======
</TABLE>
-7-<PAGE>
<TABLE>
<CAPTION>
Merrill
American Lynch Asset
Balanced Retirement Allocation
Fund Trust Fund Fund
<S> <C> <C> <C>
ADDITIONS TO ASSETS:
Investment income:
Interest and collective
trust fund income
Net appreciation
(depreciation) in
fair value of
investments $ 19,989 $ 31,114 $(57,848)
Contributions 112,559 137,567 263,138
_______ _________ _______
Total additions 132,548 168,681 205,290
_______ _________ _______
DEDUCTIONS FROM ASSETS -
Participants'
withdrawals (14,281) (299,298) (133,468)
_______ _________ _________
Total deductions (14,281) (299,298) (133,468)
_______ _________ _________
NET INCREASE (DECREASE)
PRIOR TO INTERFUND
TRANSFERS 118,267 (130,617) 71,822
INTERFUND TRANSFERS 485,714 1,171,429 (1,439,914)
_______ _________ _________
NET INCREASE
(DECREASE) 603,981 1,040,812 (1,368,092)
_______ _________ _________
ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year 1,368,092
_______ _________ _________
End of year $603,981 $1,040,812 $ -
======= ========= =========
</TABLE>
-8-<PAGE>
<TABLE>
<CAPTION>
Income S & P 500 The Good
Accumulation Stock Guys! Stock
Fund
<S> <C> <C> <C>
ADDITIONS TO ASSETS:
Investment income:
Interest and collective
trust fund income
Net appreciation
(depreciation) in
fair value of
investments $ 11,172 $ (16,159) $138,907
Contributions 159,534 129,135 394,423
_______ _______ _______
Total additions 170,706 112,976 533,330
_______ _______ _______
DEDUCTIONS FROM ASSETS -
Participants'
withdrawals (84,783) (44,199) (120,873)
_______ _______ _______
Total deductions (84,783) (44,199) (120,873)
_______ _______ _______
NET INCREASE (DECREASE)
PRIOR TO INTERFUND
TRANSFERS 85,923 68,777 412,457
INTERFUND TRANSFERS (896,531) (844,220) (297,568)
_______ _______ _______
NET INCREASE (810,608) (775,443) 114,889
(DECREASE)
ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year 810,608 775,443 689,432
_______ _______ _______
End of year $ - $ - $804,321
======= ======= =======
</TABLE>
-9-<PAGE>
<TABLE>
<CAPTION>
Participant
Loans Total
<S> <C> <C>
ADDITIONS TO ASSETS:
Investment income:
Interest and collective $ 30,057 $ 30,057
trust fund income
Net appreciation
(depreciation) in
fair value of
investments 192,584
Contributions (157,445) 1,547,627
_______ _________
Total additions (127,388) 1,770,268
_______ _________
DEDUCTIONS FROM ASSETS -
Participants'
withdrawals 191,904 (652,779)
_______ _________
Total deductions 191,904 (652,779)
_______ _________
NET INCREASE (DECREASE)
PRIOR TO INTERFUND
TRANSFERS 64,516 1,117,489
INTERFUND TRANSFERS _______ _________
NET INCREASE
(DECREASE) 64,516 1,117,489
ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year 301,646 3,945,221
_______ _________
End of year $366,162 $5,062,710
======= =========
</TABLE>
-10-<PAGE>
<TABLE>
CHANGES IN ASSETS AVAILABLE FOR BENEFITS BY FUND
YEAR ENDED SEPTEMBER 30, 1993
_________________________________________________________________
<CAPTION>
Asset Income S & P
Allocation Accumulation 500
Fund Fund Stock
Fund
<S> <C> <C> <C>
ADDITIONS TO ASSETS:
Investment Income:
Interest and collective
trust fund income $3 $3 $3
Net appreciation in fair
value of investments 185,550 32,608 71,303
Contributions 360,034 194,156 267,120
_________ _______ _______
Total additions 545,587 226,767 338,426
_________ _______ _______
DEDUCTIONS FROM ASSETS:
Participant's withdrawals (157,586) (58,274) (59,526)
_________ _______ _______
Total deductions (157,586) (58,274) (59,526)
_________ _______ _______
NET INCREASE (DECREASE) PRIOR
TO INTERFUND TRANSFERS 388,001 168,493 278,900
INTERFUND TRANSFERS (76,202) 26,919 17,570
_________ _______ _______
NET INCREASE 311,799 195,412 296,470
ASSET AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 1,056,293 615,196 478,973
_________ _______ _______
End of year $1,368,092 $810,608 $775,443
========= ======= =======
</TABLE>
-11-<PAGE>
<TABLE>
CHANGES IN ASSETS AVAILABLE FOR BENEFITS BY FUND
YEAR ENDED SEPTEMBER 30, 1994
_________________________________________________________________
<CAPTION>
The Good
Guys!
Stock Participant
Fund Loans Total
<S> <C> <C> <C>
ADDITIONS TO ASSETS:
Investment Income:
Interest and collective
trust fund income $ 328 $ 27,600 $ 27,937
Net appreciation in fair
value of investments 114,776 404,237
Contributions 215,162 616 1,037,088
_______ _______ _________
Total additions 330,266 28,216 1,469,262
_______ _______ _________
DEDUCTIONS FROM ASSETS:
Participant's withdrawals (53,986) (54,490) (383,862)
_______ _______ _________
Total deductions (53,986) (54,490) (383,862)
_______ _______ _________
NET INCREASE (DECREASE) PRIOR
TO INTERFUND TRANSFERS 276,280 (26,274) 1,085,821
INTERFUND TRANSFERS (25,951) 57,664
_______ _______ _________
NET INCREASE 250,329 31,390 1,085,400
ASSET AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 439,103 270,256 2,859,821
_______ _______ _________
End of year $689,432 $301,646 $3,945,221
======= ======= =========
</TABLE>
-12-<PAGE>
THE GOOD GUYS! DEFERRED PAY PLAN
<TABLE>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1994
_________________________________________________________________
<CAPTION>
Market
Value
September 30
INVESTMENTS Units/Share Cost 1994
<S> <C> <C> <C>
INVESTMENT COMPANY OF
AMERICA FUND 43,448 $ 800,219 $ 820,565
NEW PERSPECTIVE FUND 75,317 1,123,952 1,160,275
BOND FUND OF AMERICA 20,404 275,142 266,594
AMERICAN BALANCED FUND 49,508 594,244 603,981
MERRILL LYNCH RETIREMENT
TRUST FUND 1,040,812 1,040,812 1,040,812
THE GOOD GUYS! STOCK FUND 64,956 845,540 804,321
LOANS TO PARTICIPANTS
(see Note 3) 366,162 366,162
_________ _________
TOTAL INVESTMENTS $5,046,071 $5,062,710
========= =========
</TABLE>
-13-<PAGE>
THE GOOD GUYS! DEFERRED PAY PLAN
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE 5% TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1994
_________________________________________________________________
<CAPTION>
Purchases
FUND Number of
Transactions Cost
<S> <C> <C>
INDIVIDUAL 5% TRANSACTIONS:
Investment Company of America 1 $575,536
New Perspective Fund 1 819,172
Bond Fund of America 1 200,609
American Balanced Fund 1 437,987
Merrill Lynch Retirement Trust Fund 2 1,405,921
Asset Allocation Fund
Income Accumulation Fund
S&P 500 Stock Fund
The Good Guys! Stock Fund
TRANSACTIONS EXCEEDING 5% IN
AGGREGATE:
Investment Company of America 19 286,003
New Perspective Fund 21 391,273
Merrill Lynch Retirement Trust Fund 132 245,103
Asset Allocation Fund 20 380,066
Income Accumulation Fund 28 151,126
S & P 500 Stock Fund 17 119,815
The Good Guys! Stock Fund 20 280,012
___ _________
TOTAL TRANSACTIONS 263 $5,292,623
=== =========
</TABLE>
-14-<PAGE>
THE GOOD GUYS! DEFERRED PAY PLAN
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE 5% TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1994
_________________________________________________________________
<CAPTION>
Dispositions
Number of Gain
FUND Transactions Proceeds (Loss)
<S> <C> <C> <C>
INDIVIDUAL 5% TRANSACTIONS:
Investment Company of America
New Perspective Fund
Bond Fund of America
American Balanced Fund
Merrill Lynch Retirement
Trust Fund
Asset Allocation Fund 1 $1,570,485 $137,178
Income Accumulation Fund 1 799,197 47,997
S&P 500 Stock Fund 1 804,060 51,287
The Good Guys! Stock Fund 1 319,500 83,439
TRANSACTIONS EXCEEDING 5% IN
AGGREGATE:
Investment Company of America 8 86,045 2,683
New Perspective Fund 7 104,228 2,070
Merrill Lynch Retirement
Trust Fund 11 618,488 --
Asset Allocation Fund 16 119,827 16,957
Income Accumulation Fund 19 173,273 10,282
S & P 500 Stock Fund 7 75,040 7,829
The Good Guys! Stock Fund 8 66,354 (8,026)
__ _________ _______
TOTAL TRANSACTIONS 80 $4,736,497 $351,696
== ========= =======
</TABLE>
-15-<PAGE>
