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 December 31, 1993
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 number 0-15003
---------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
GRENADA SUNBURST SYSTEM CORPORATION 401(k) SAVINGS PLAN
-------------------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal office:
GRENADA SUNBURST SYSTEM CORPORATION
-----------------------------------
Name of the issuer
P. O. BOX 947, GRENADA, MISSISSIPPI
-----------------------------------
Address of principal executive offices
</PAGE>
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XXX BEGIN PAGE 2 HERE XXX
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
1. An audited statement of financial condition as of the end of the latest
two fiscal years of the plan (or such lesser period as the plan has been in
existence).
2. An audited statement of income and changes in plan equity for each of
the latest three fiscal years of the plan (or such lesser period as the plan
has been in existence).
3. The statements required by Items 1 and 2 shall be prepared in
accordance with the applicable provisions of Article 6A of Regulation S-X (17
CFR 210.6A-01-,6A-05)
4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA
may file plan financial statements and schedules prepared in accordance with
the financial reporting requirements of ERISA. To the extent required by
ERISA, the plan financial statements shall be examined by an independent
accountant, except that the "limited scope exemption" contained in Section
103(a)(C) of ERISA shall not be available.
EXHIBIT INDEX
23.1 Consent of Independent Auditors
</PAGE>
<PAGE>3
XXX BEGIN PAGE 3 HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Financial Statements and Schedules
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
</PAGE>
<PAGE>4
XXX BEGIN PAGE 4 HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Table of Contents
Independent Auditors' Report
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule
--------
Assets Held for Investment.................................... 1
Reportable Transactions....................................... 2
Allocation of Plan Assets and Liabilities
to Investment Programs.................................... 3
Allocation of Plan Income and Changes in Plan
Equity to Investment Programs............................. 4
</PAGE>
<PAGE>5
XXX BEGIN PAGE 5 HERE XXX
Independent Auditors' Report
The Savings Plan Committee
Grenada Sunburst System Corporation 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of Grenada Sunburst System Corporation 401(k) Savings Plan as of
December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for each of the years in the three year period
ended December 31, 1993. These financial statements are the responsibility
of the Savings Plan Committee. 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 Grenada
Sunburst System Corporation 401(k) Savings Plan at December 31, 1993 and
1992, and the changes in net assets available for benefits for each of the
years in the three year period ended December 31, 1993, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information
included in Schedules 1 through 4 is presented for purposes of complying with
the Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 and is not a
required part of the basic financial statements. Such supplementary
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
presented in all material respects in relation to the basic financial
statements taken as a whole.
/s/ KPMG Peat Marwick
Memphis, Tennessee
March 18, 1994
</PAGE>
<PAGE>6
XXX BEGIN PAGE 6 HERE XXX
<TABLE>
XXX BEGIN TABLE HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1993 and 1992
<CAPTION>
1993 1992
-------- --------
<S> <C> <C>
Assets:
Cash $ 16,500 60,260
Investments at fair value (cost of
$8,103,222 and $6,452,774) (note 2) 13,259,629 10,365,241
Accrued dividend income 78,564 54,117
Accrued interest income 4,389 9,621
Contributions receivable - employer 75,747 51,054
Contributions receivable - employees 56,754 71
---------- ----------
Total assets 13,491,583 10,540,364
Due to employer (note 4) 13,337 6,499
---------- ----------
Net assets available $13,478,246 10,533,865
========== ==========
See accompanying notes to financial statements.
</TABLE>
</PAGE>
<PAGE>7
XXX BEGIN PAGE 7 HERE XXX
<TABLE>
XXX BEGIN TABLE HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1993, 1992 and 1991
<CAPTION>
1993 1992 1991
--------- --------- ---------
<S> <C> <C> <C>
Investment income:
Net appreciation in fair value
of investments (note 2) $ 1,256,435 2,633,775 1,625,177
Gain (loss) on sale of
investments (note 2) 254,873 15,515 (138,347)
Interest and dividends:
Money Market Fund 44,792 40,553 65,614
Income Fund 50,992 38,870 45,263
Growth Fund 31,699 22,918 1,449
Grenada Sunburst System
Corporation common stock 260,745 209,541 174,643
---------- ---------- ----------
388,228 311,882 286,969
---------- ---------- ----------
Contributions:
Employer 554,106 405,146 338,596
Employees 1,363,605 1,031,244 937,325
Transfer from Employee Stock Ownership
Plan (note 5) 0 0 1,422,238
Rollovers from other benefit plans 552,667 263,875 0
---------- ---------- ----------
Total additions 4,369,914 4,661,437 4,471,958
Benefits paid to participants (1,425,533) (381,177) (513,154)
---------- ---------- ----------
Net increase 2,944,381 4,280,260 3,958,804
Net assets available:
Beginning of year 10,533,865 6,253,605 2,294,801
---------- ---------- ----------
End of year $13,478,246 10,533,865 6,253,605
========== ========== ==========
See accompanying notes to financial statements.
</TABLE>
</PAGE>
<PAGE>8
XXX BEGIN PAGE 8 HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1) Description of Plan
-------------------
The following description of the Grenada Sunburst System Corporation 401(k)
Savings Plan (the Plan) provides only general information. Participants
should refer to the Plan Agreement for a more complete description of the
Plan's provisions.
(a) General
-------
The Plan was adopted by the Grenada Sunburst System Corporation (the Company)
effective April 1, 1988. It is a defined contribution plan covering
substantially all full-time employees who have attained age 21 and have
completed one year of service as of the effective date of the Plan or a
subsequent entry date.
(b) Contributions
-------------
Company employees who are plan participants contribute to the Plan by
electing to defer a portion of their current compensation by contributing up
to 6 percent of their aggregate earnings received from the Company. Amounts
thus contributed are tax deferred within limits described by the Plan.
Annually, the Company contributes a basic amount equal to 50 percent of the
participant's contributions. The Company, at its discretion and subject to
the requirements of the Plan, may make additional contributions to a
participant's account. The amount of annual additions allocated to any
participant's account for a Plan year shall not exceed the lesser of (a) 25
percent of the participant's compensation, or (b) $30,000 as adjusted for
cost of living increases or one-fourth of the defined benefit plan dollar
limitation in Section 415(b)(a)(A) of the Internal Revenue Code, if greater.
(c) Investment Options
------------------
The Plan provides participants the option of investing their contributions in
one of four investment funds: Income Fund, Money Market Fund, Growth Fund,
or Sunburst Bank Stock Fund. Company contributions are used to purchase
stock of the Company at prevailing market prices.
(d) Administration
--------------
The Plan is administered by a Savings Plan Committee appointed by the
Company's Board of Directors. The Committee is responsible for general
administration of the Plan and interpretation and execution of the Plan's
provisions.
</PAGE>
<PAGE>9
XXX BEGIN PAGE 9 HERE XXX
(e) Participants' Accounts
----------------------
Each participant's account is credited with his contribution, the Company's
contribution and earnings of the Plan. At December 31, 1993 and 1992, there
were 1,904 and 1,655 participants, respectively.
(f) Vesting
-------
A participant shall be 100 percent vested at all times in amounts held in his
employee basic savings account. The vested portion of the value of a
participant's employer matching contribution account shall be based on the
number of years of service as of the date of termination of employment as
follows:
Years of Vested
service percentage
-------- ----------
Less than 3 0%
3 but less than 4 20
4 but less than 5 40
5 but less than 6 60
6 but less than 7 80
7 or more 100
(g) Payment of Benefits
------------------
A participant's benefit payable under the Plan for retirement, permanent and
total disability, or death shall be 100 percent of his accounts on the
valuation date immediately following his termination of employment, the date
on which he is determined to be permanently and totally disabled or the date
of the participant's death. The participant's benefit will be distributed in
a single lump-sum distribution, unless elected by the participant to be
distributed over a period of five years. The benefit will be distributed no
later than April 1 following the calendar year in which the participant
attains the age 70-1/2.
(h) Plan Termination
----------------
Although the Company has not expressed any intent to do so, it 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 percent vested in their accounts.
</PAGE>
<PAGE>10
XXX BEGIN PAGE 10 HERE XXX
(2) Investments
-----------
The following table presents the fair value of investments at December 31,
1993 and 1992. Investments that represent 5 percent or more of the Plan's
net assets are separately identified.
<TABLE>
XXX BEGIN TABLE HERE XXX
<CAPTION>
1993 1992
------------------- -------------------
Number of Number of
Investments at fair shares or shares or
value as determined principal Fair principal Fair
by quoted market price amount value amount value
----------------------- --------- ----- --------- ------
<S> <C> <C> <C> <C>
Federated Money Market Fund 1,589,152 $ 1,589,152 1,387,181 $ 1,387,181
Federated Government Trust 134,835 1,418,460 88,532 920,259
Grenada Sunburst System
Corporation common stock 368,348 9,116,618 362,878 7,438,999
Other 1,135,399 618,802
---------- ----------
$13,259,629 $10,365,241
========== ==========
</TABLE>
The cost of securities sold is determined using the specific identification
method. These sales resulted in a gain (loss) as follows:
<TABLE>
XXX BEGIN TABLE HERE XXX
<CAPTION>
1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Sales price $989,739 193,682 391,990
Cost basis (734,866) (178,167) (530,337)
------- ------- -------
Gain (loss) $254,873 15,515 (138,347)
======= ======= =======
</TABLE>
During 1993, 1992 and 1991, the Plan's investments (including investments
bought, sold, and held during the year) appreciated in value by $1,256,435,
$2,633,775 and $1,625,177, respectively, as follows:
<TABLE>
XXX BEGIN TABLE HERE XXX
<CAPTION>
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Federated Government Trust $ 6,722 714 18,907
Federated S&P 500 Index 7,740 (3,359) 1,348
Janus Fund (7,260) 8,050 0
Twentieth Century Fund 0 (1,499) 1,499
Mariner European Equity Index 5,866 (4,965) (901)
Templeton Foreign Equity Index 32,603 0 0
Grenada Sunburst System
Corporation common stock 1,210,764 2,634,834 1,604,324
--------- --------- ---------
$1,256,435 2,633,775 1,625,177
========= ========= =========
</TABLE>
</PAGE>
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XXX BEGIN PAGE 11 HERE XXX
(3) Income Taxes
------------
The Plan is exempt from federal income taxes under the provisions of Section
401 of the Internal Revenue Code. A favorable determination letter to this
effect has been received.
(4) Forfeitures
-----------
The nonvested portion of terminated participant accounts is forfeited to the
Company upon payment of vested benefits. Forfeitures are applied to future
employer contributions to the Plan. At December 31, 1993, the amount of
forfeitures that was due the Company was $13,337.
(5) Transfer of Employee Stock Ownership Plan
-----------------------------------------
During 1991, the Company terminated its Employee Stock Ownership Plan (ESOP).
Amounts transferred to the Plan resulting from ESOP participants' election
was $1,422,238.
</PAGE>
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XXX BEGIN PAGE 12 HERE XXX
Schedule 1
----------
<TABLE>
XXX BEGIN TABLE HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Assets Held for Investment
December 31, 1993
<CAPTION>
1993
-----------------
Fair
Identity of issue Description Cost value
----------------- ----------- ------- ------
<S> <S> <C> <C>
Federated Master Trust Money market funds $ 86,251 86,251
Federated Money Market Fund Money market funds 1,589,152 1,589,152
Federated Government Trust 134,835 shares of
mutual fund 1,385,804 1,418,460
Federated S&P 500 42,320 shares of
mutual fund 495,924 501,496
Janus Fund 12,255 shares of
mutual fund 236,826 237,614
Templeton Foreign Equity 23,276 shares of
mutual fund 277,429 310,038
Grenada Sunburst System
Corporation common stock 368,348 shares of
common stock 4,031,836 9,116,618
---------- ----------
Total assets held for investment
at December 31, 1993 $8,103,222 13,259,629
========== ==========
See accompanying independent auditors' report.
</TABLE>
</PAGE>
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XXX BEGIN PAGE 13 HERE XXX
Schedule 2
----------
<TABLE>
XXX BEGIN TABLE HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Reportable Transactions
December 31, 1993
<CAPTION>
Total
Number of purchase Selling
Description of security transactions price/cost price
----------------------- ------------- ----------- ---------
<S> <C> <C> <C>
Purchase - Grenada Sunburst System
Corp. common stock 14 $856,846 0
Sale - Grenada Sunburst System Corp. 4 564,256 806,918
common stock
See accompanying independent auditors' report.
</TABLE>
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<PAGE>14
XXX BEGIN PAGE 14 HERE XXX
Schedule 3
-----------
<TABLE>
XXX BEGIN TABLE HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Allocation of Plan Assets and Liabilities
to Investment Programs
December 31, 1993
<CAPTION>
Sunburst
Money Bank
Income Growth Market Stock
Fund Fund Fund Fund Total
------ ------ ------ ------- -----
<S> <C> <C> <C> <C> <C>
Assets:
Cash $ 5 16,495 0 0 16,500
Investments at fair
value (note 2) 1,418,460 1,135,399 1,589,152 9,116,618 13,259,629
Accrued dividend income 4,183 74,381 78,564
Accrued interest income 30 420 3,827 112 4,389
Contributions receivable
- employer 75,747 75,747
Contributions receivable
- employees 10,699 13,547 13,158 19,350 56,754
--------- --------- --------- --------- ----------
Total assets 1,433,377 1,165,861 1,606,137 9,286,208 13,491,583
Due to employer (note 4) 0 0 0 13,337 13,337
--------- --------- --------- --------- ----------
Net assets available $1,433,377 1,165,861 1,606,137 9,272,871 13,478,246
========= ========= ========= ========= ==========
See accompanying independent auditors' report.
</TABLE>
</PAGE>
<PAGE>15
XXX BEGIN PAGE 15 HERE XXX
Schedule 4
-----------
<TABLE>
XXX BEGIN TABLE HERE XXX
GRENADA SUNBURST SYSTEM CORPORATION
401(K) SAVINGS PLAN
Allocation of Plan Income and Changes
in Plan Equity to Investment Programs
December 31, 1993
<CAPTION>
Sunburst
Money Bank
Income Growth Market Stock
Fund Fund Fund Fund Total
------ ------ ------ -------- -----
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation in fair
value of investments $ 6,693 38,726 0 1,211,016 1,256,435
Gain on sale of
investments 4,169 7,839 203 242,662 254,873
Interest and dividends 50,992 31,699 44,792 260,745 388,228
Contributions:
Employer 0 0 0 554,106 554,106
Employees 337,529 396,362 192,221 437,493 1,363,605
Rollovers from other
benefit plans 117,473 196,264 59,951 178,979 552,667
------- ------- ------- --------- ---------
Total additions 516,856 670,890 297,167 2,885,001 4,369,914
Benefits paid to participants (92,641) (22,289) (93,689) (1,216,914) (1,425,533)
------- ------- ------- --------- ---------
Net increase 424,215 648,601 203,478 1,668,087 2,944,381
Net assets available:
Beginning of year 1,009,162 517,260 1,402,659 7,604,784 10,533,865
--------- ------- --------- --------- ----------
End of year $1,433,377 1,165,861 1,606,137 9,272,871 13,478,246
========== ========= ========= ========= ==========
See accompanying independent auditors' report.
</TABLE>
</PAGE>
<PAGE>16
XXX BEGIN PAGE 16 HERE XXX
SIGNATURES
Pursuant to the requirements of the Securities 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.
GRENADA SUNBURST SYSTEM CORPORATION 401(k) SAVINGS PLAN
-------------------------------------------------------
(Name of Plan)
Date June 16, 1994 BY /s/Joseph D. Garrick
------------- ----------------------
Joseph D. Garrick, III
Corporate Support Executive
Sunburst Bank, Mississippi
Member of Savings Plan Committee
Exhibit 23.1
Independent Auditors' Consent
-----------------------------
The Savings Plan Committee
Grenada Sunburst System Corporation 401(k) Savings Plan:
We consent to incorporation by reference in the Registration Statement (No.
33-21215) on Form S-8 of Grenada Sunburst System Corporation 401(k) Savings
Plan of our report dated March 18, 1994, relating to the statements of net
assets available for benefits of Grenada Sunburst System Corporation 401(k)
Savings Plan as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the three year period ended
December 31, 1993, which report appears in the December 31, 1993 annual
report of Grenada Sunburst System Corporation 401(k) Savings Plan.
/s/KPMG PEAT MARWICK
KPMG PEAT MARWICK
Memphis, Tennessee
June 15, 1994
