<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
{X} ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended DECEMBER 31, 1994
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OR
{ } TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File Number 0-14951
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BUTLER SERVICE GROUP, INC. 401(K) PLAN B
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(Full name of plan)
BUTLER INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 06-1154321
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Summit Avenue, Montvale, New Jersey 07645
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 573-8000
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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 X . No .
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BUTLER SERVICE GROUP, INC.
401(K) PLAN B
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TABLE OF CONTENTS
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Page
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 1994
and 1993 2
Statements of Changes in Net Assets Available for Benefits for the Years
ended December 31, 1994 and 1993 3
Notes to Financial Statements 4-9
<PAGE>
INDEPENDENT AUDITORS' REPORT
Trustees
Butler Service Group, Inc.
401(k) Plan B
Montvale, New Jersey
We have audited the accompanying statements of net assets available for benefits
of Butler Service Group, Inc. 401(k) Plan B 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1994 and 1993, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
As discussed in Note C, on January 1, 1994 the net assets available for benefits
were transferred to the Butler Service Group, Inc. 401(k) Plan A.
June 26, 1995
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BUTLER SERVICE GROUP, INC.
401(K) PLAN B
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
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<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
ASSETS:
Investments in Master Trust, at fair value/
contract value $ - $412,889
Contributions receivable, employees - 22,226
Accrued interest - 4,452
Other - 386
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Total Assets - 439,953
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LIABILITIES:
Accrued expenses - 174
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Total Liabilities - 174
----- --------
NET ASSETS AVAILABLE FOR BENEFITS - $439,779
===== ========
</TABLE>
See notes to financial statements
<PAGE>
BUTLER SERVICE GROUP, INC.
401(K) PLAN B
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
1994 1993
---- ----
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions by participants - $137,937
Investment income - 12,043
Net realized and unrealized appreciation
in investments - 9,565
--------- --------
Total Additions - 159,545
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants - 49,059
Investment management fees - 5,352
Other expenses - -
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Total Deductions - 54,411
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NET TRANSFERS IN (OUT) WITH BUTLER SERVICE
GROUP, INC. 401(K) PLAN A (439,779) (1,447)
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NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS (439,779) 103,687
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 439,779 336,092
--------- --------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR - $439,779
========= ========
</TABLE>
See notes to financial statements
<PAGE>
BUTLER SERVICE GROUP, INC.
401(K) PLAN B
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
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A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. The accompanying financial statements are prepared on the accrual basis of
accounting and are presented in accordance with the Employee Retirement
Insurance Security Act of 1974 ("ERISA").
2. Certificates of deposit are stated at contract value. US Government
obligations and equity investments are stated at fair value as determined
by quoted market prices.
B. INVESTMENTS HELD UNDER MASTER TRUST AGREEMENT
The Butler Service Group, Inc. Master Trust held the assets of the Butler
Service Group, Inc. 401(K) Plan A and 401(K) Plan B at December 31, 1993.
The assets of the Master Trust and items of income and expense have been
allocated between the two participating plans at and for the year ended
December 31, 1993 based upon the value of the participants balances in
Plan A and Plan B as a percent of the total Master Trust value.
Effective January 1, 1994 the Butler Service Group, Inc. 401(K) Plan A and
Plan B were merged (Note C).
At December 31, 1993, the investments of the Master Trust at fair
value/contract value were allocated as follows:
<TABLE>
<CAPTION>
% of Total
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<S> <C> <C>
Butler Service Group, Inc 401(K) Plan A $ 9,987,186 96.0%
Butler Service Group, Inc 401(K) Plan B 412,889 4.0%
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$10,400,075 100.0%
===========
</TABLE>
The investments of the Master Trust at December 31, 1993 are summarized as
follows:
<TABLE>
<S> <C>
Fixed Income Fund:
Fixed Income Fund - Certificates of
deposit at fair value $ 5,965,000
Cash and cash equivalents 15,408
Loans to participants 69,041
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Total Fixed Income Fund 6,049,449
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Equity Fund:
Equity Account - US Government
obligations at fair value 138,160
Equity Account - Stocks
at fair value 1,733,080
Cash and cash equivalents 1,686,367
Loans to participants 36,113
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Total Equity Fund 3,593,720
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Butler International ("BI") - Stock Fund:
BI - Stock Account - Common
stocks at fair value 736,889
Cash and cash equivalents 268
Loans to participants 16,377
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Total BI - Stock Fund 753,534
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</TABLE>
<PAGE>
BUTLER SERVICE GROUP, INC.
401(K) PLAN B
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NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Distribution Account:
Cash and cash equivalents 3,372
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Total Investments, at fair value/contract value $10,400,075
===========
Net realized and unrealized appreciation in investments
for the year ended December 31, 1993:
U.S. government obligations ($2,478)
Equity investments 301,874
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Total $ 299,396
===========
Investment income for the year ended December 31, 1993:
Interest $ 303,054
Dividends 61,285
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Total $ 364,339
===========
</TABLE>
<PAGE>
C. PLAN DESCRIPTION
On July 1, 1990, Butler Service Group, Inc. established a 401(K) Plan which
was adopted by its wholly-owned subsidiaries. The 401(K) Plan is a continuation
of the Butler Service Group, Inc. Investment Savings Plan and is designed to
provide an incentive for employees of the company to save regularly through
payroll deductions and possible matching contributions by the Company.
Effective January 1, 1992, all employees are eligible to participate in the
Butler Service Group, Inc. 401(K) Plan. Also effective January 1, 1992, the
Butler Service Group, Inc. 401(K) Plan was divided into two plans, Plan A and
Plan B. The terms and conditions of Plan A and Plan B are substantially similar
except that Plan A and Plan B cover different groups of employees. Generally,
Plan B covers certain non-highly compensated employees of Butler Telecom, Inc.,
Butler Service Group, Inc. Contract Technical Services (U.S.) and Butler Fleet
Services, Inc. Plan A covers the Company's other employees. Effective January
1, 1994 Plan A and Plan B were merged.
Through December 31, 1993 there were three investment funds offered under
the 401(K) Plan - the Fixed Income Fund, the Equity Fund, and the BI Stock Fund
which is a qualified employer security under ERISA. Effective January 1, 1994,
two new investment funds were added - the Balanced Fund, which invests 60 to 65%
in equities and 35 to 40% in government bonds and cash equivalents, and the
International Fund which generally invests in securities of foreign issuers
located in Europe, the Pacific Rim, Canada and Central and South America.
A participant in the 401(K) Plan has the choice of saving on a before-tax
basis, by payroll deduction, any amount from 1% to 20% (in whole percentages) of
total payroll each payroll period, an "elective deferral contribution." By law,
the elective deferral contribution, per participant, under this Plan and all
similar plans is limited to $7,000 during any calendar year, as adjusted for
cost-of-living increase ($9,240 for 1994). In addition, the elective deferral
contribution for a highly compensated employee (an employee earning over $66,000
for 1994), during the year relative to the elective deferral contributions of
other participants of the Plan could exceed the amount permitted by law. Should
this occur, the elective deferral contributions of the highly compensated
employees may be reduced during the Plan year to the extent necessary to satisfy
the legal limitation or any excess deferral contributions may be recharacterized
or refunded after the end of the Plan year.
A participant may allocate a specified percentage of the contribution in
any or all of the five funds in multiples of 10%.
The Company is not required to make any contributions to the Plan, but the
Company may decide, at its sole discretion, to make a matching contribution for
a Plan year. For any Plan year that the Company decides to make a matching
contribution, it will deposit in the BI Stock Fund an amount which will be
allocated in proportion to the elective deferral contributions made by the Plan
participants for that Plan year. There were no Company contributions made in
1994 and 1993.
Each participant may be permitted to change the elective deferral
contribution rate by completing the Change in Status Form and filing it with the
Plan's Administrative Committee. The elective deferral contribution rate will
be adjusted as soon as administratively possible after the Committee receives
and processes the Change in Status Form.
A participant may fully discontinue the elective deferral contribution as
of the first day of any month by written notice to the Plan's Administrative
Committee at least fifteen days before the date on which the discontinuance is
to take effect. A discontinuance of the elective deferral
<PAGE>
contribution is only permitted once during any Plan year and will automatically
require the discontinuance of any Company matching contributions to the Matching
Contribution Account. The elective deferral contribution may be resumed as of
any January, April, July, or October 1 by written notice to the Committee at
least fifteen days before a participant intends for the contributions to be
resumed.
Participants may withdraw funds while employed only from accounts in which
they are fully vested after attaining age 59 1/2. Prior to attaining age 59 1/2
a withdrawal may be made only on account of financial hardship. Only one
withdrawal may be requested during any Plan year for reasons other than
financial hardship. The minimum amount available for a withdrawal is $500. If
the participant has an outstanding loan, the amount of funds available for
withdrawal may be limited. Withdrawals may be made as of any January 1, April
1, July 1, or October 1 from any of the funds in which the participant's
accounts are invested. A participant will have a 100% vested interest in all
accounts upon retirement at or after age 65, in the event of a permanent
disability or in the event of death prior to termination of employment. Upon
termination of employment, the value of the vested accounts will be paid in a
lump sum. After completing three years of service with the Company, a
participant is entitled to the full value of the Matching Contribution Account.
In the event the Plan is terminated, all participants will be 100% vested
in all their accounts and benefits will be payable strictly under the terms of
the Plan. Benefits under defined contribution plans of the 401(K) type are not
insured by the Pension Benefit Guaranty Corporation.
D. BENEFITS PAYABLE
The amounts payable to the Plan participants who have terminated or
withdrawn from the plan were $13,504 at December 31, 1993.
E. TAX STATUS
The Internal Revenue Service has determined that the Plan, prior to
amendment to include the 401(K) feature, is a qualified plan under Section
401(a) of the Code with an associated trust exempt from tax under Section
501(a). The most recent favorable letter of determination on the qualified
status of the Plan was issued by the Internal Revenue Service on January 24,
1991. On May 9, 1995 the sponsor requested a determination letter from the
Internal Revenue Service on the Plan's qualified status. The Plan sponsor and
the Plan's tax counsel believe that the Plan was designed and operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, there is no provision for income taxes in the financial statements.
F. CHANGE OF PLAN TRUSTEE
Effective October 1, 1993, the Plan changed trustees from Dean Witter Trust
Company to Paine Webber Trust Company.
<PAGE>
G. STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
<TABLE>
<CAPTION>
Fixed Equity BI- Distribution
December 31, 1993 Income Fund Stock Account Total
- ----------------- ------ ------ ----- ------- -----
<S> <C> <C> <C> <C> <C>
Assets:
Investments in Master Trust, at fair
value/contract value $253,964 130,479 28,304 $142 $412,889
Contributions receivable, employees 12,359 8,493 1,374 - 22,226
Accrued interest 4,452 - - - 4,452
Other - 386 - - 386
-------- -------- ------- ---- --------
Total Assets 270,775 139,358 29,678 142 439,953
-------- -------- ------- ---- --------
Liabilities:
Accrued expenses 170 - 4 - 174
-------- -------- ------- ---- --------
Total Liabilities 170 - 4 - 174
-------- -------- ------- ---- --------
Net assets available for benefits $270,605 $139,358 $29,674 $142 $439,779
======== ======== ======= ==== ========
</TABLE>
<PAGE>
H. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
<TABLE>
<CAPTION>
Fixed Equity BI- Distribution
Year Ended December 31, 1994 Income Fund Stock Account Total
---------------------------- ------ ------ ----- ------- -----
<S> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year 270,605 139,358 29,674 142 439,779
Net Transfers to Butler Service
Group, Inc. 401(K) Plan A (270,605) (139,358) (29,674) (142) (439,779)
-------- -------- ------- ---- --------
Net assets available for benefits,
end of year - - - - -
======== ======== ======= ==== ========
<CAPTION>
Fixed Equity BI- Distribution
Year Ended December 31, 1993 Income Fund Stock Account Total
---------------------------- ------ ------ ----- ------- -----
<S> <C> <C> <C> <C> <C>
Additions:
Contributions by participants $ 77,679 $ 50,460 $ 9,798 $ - $137,937
Investment income 9,739 2,295 3 6 12,043
Net realized and unrealized
appreciation in investments 130 4,981 4,454 - 9,565
-------- -------- ------- ---- --------
Total Additions 87,548 57,736 14,255 6 159,545
-------- -------- ------- ---- --------
Deductions:
Distribution to participants 22,797 21,576 4,686 - 49,059
Investment management fees 1,179 4,108 62 3 5,352
-------- -------- ------- ---- --------
Total Deductions 23,976 25,684 4,748 3 54,411
-------- -------- ------- ---- --------
Net Transfers 1,885 (2,915) (556) 139 (1,447)
Net increase in assets 65,457 29,137 8,951 142 103,687
Net assets available for benefits,
beginning of year 205,148 110,221 20,723 - 336,092
-------- -------- ------- ---- --------
Net assets available for benefits,
end of year $270,605 $139,358 $29,674 $142 $439,779
======== ======== ======= ==== ========
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in Registration Statement No. 33-
44836 on Form S-8 of our report dated June 26, 1995 appearing in the Annual
Report on Form 11-K of Butler Service Group, Inc. 401(k) Plan B for the year
ended December 31, 1994.
Deloitte & Touche LLP
Parsippany, New Jersey
June 28, 1995
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
BUTLER INTERNATIONAL, INC.
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(Registrant)
June 29, 1995 By: /s/ Warren F. Brecht
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Warren F. Brecht
Vice President, Secretary,
and Treasurer
