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, 1995
OR
(_) Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No Fee Required)
Commission file number 1-11566
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CompSavings Plan for Employees of CompUSA Inc.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Financial Statements and Supplemental Schedules
Year ended December 31, 1995
CONTENTS
Report of Independent Auditors.........................................1
Audited Financial Statements
Statement of Net Assets Available for Benefits.........................2
Statement of Changes in Net Assets Available for Benefits..............3
Notes to Financial Statements..........................................4
Supplemental Schedules
Item 27(a) - Schedule of Assets Held for Investment Purposes..........11
Item 27(d) - Schedule of Reportable Transactions......................12
<PAGE>
Report of Independent Auditors
The CompSavings Plan Committee
CompSavings Plan for Employees of CompUSA Inc.
We have audited the accompanying statement of net assets available for
benefits of the CompSavings Plan for Employees of CompUSA Inc. (the Plan) as
of December 31, 1995, and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements
are the responsibility of the CompSavings Plan Committee. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit 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 audit provides 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 the Plan at
December 31, 1995, and the changes in net assets available for benefits for
the year then ended in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1995, and
reportable transactions for the year then ended, 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 and are not a required part of the basic financial statements. The
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 in relation to the basic financial
statements taken as a whole.
/S/ ERNST & YOUNG LLP
-----------------------------
ERNST & YOUNG LLP
Dallas, Texas
June 25, 1996
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Statement of Net Assets Available for Benefits
December 31, 1995
<TABLE>
<CAPTION>
<S> <C>
Assets
Investments at fair value $ 3,704,312
Contributions receivable:
Participants 139,304
Employer 1,084,158
------------
1,223,462
------------
Total assets 4,927,774
------------
Liabilities
Excess contributions payable to participants 204,977
------------
Net assets available for benefits $ 4,722,797
============
</TABLE>
See accompanying notes.
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1995
<TABLE>
<CAPTION>
<S> <C>
Investment income:
Net appreciation in fair value of investments $ 279,778
Interest 11,350
------------
291,128
Contributions:
Participants - pretax 3,246,577
Participants - rollover 269,121
Employer - participant directed 271,040
Employer - non-participant directed 813,118
------------
4,599,856
------------
Total additions 4,890,984
Withdrawals by participants 168,187
------------
Net increase 4,722,797
Net assets available for benefits:
Beginning of year -
------------
End of year $ 4,722,797
============
</TABLE>
See accompanying notes.
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Notes to Financial Statements
Year ended December 31, 1995
1. Description of the Plan
The following description of the CompSavings Plan for Employees of CompUSA
Inc. (the Plan) provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan was adopted by CompUSA Inc. (the Company) effective January 1, 1995,
for eligible employees of the Company. The Plan is a defined contribution
plan designed to comply with the Employee Retirement Income Security Act of
1974 (ERISA). BZW Barclays Global Investors, National Association (the
Trustee), as successor to Wells Fargo Bank, National Association, acts as
trustee for the Plan pursuant to a trust agreement between the Trustee and
the Company.
Administration
The Plan is administered by the CompSavings Plan Committee appointed by the
Board of Directors of the Company.
Participation
Employees become eligible to participate in the Plan after they have reached
the age of 21 and have completed 500 hours of service during the previous six
months. During 1995, eligible employees could enroll in the Plan on January 1
or July 1 after meeting the age and service requirements. Effective January
1, 1996, the Plan was amended to allow eligible employees to enroll in the
Plan on the first day of the next payroll period after meeting the age and
service requirements. Eligible employees who desire to participate in the
Plan must elect to participate on the form or forms provided by the
CompSavings Plan Committee and authorize the Company to make payroll
deductions for contributions to the Plan.
Contributions
Each year, participants may contribute up to 15 percent of pretax annual
compensation, as defined in the Plan. The Company contributes 25 percent of
the first 5 percent of base compensation that a participant contributes to
the Plan (Required Contribution). Additional amounts may be contributed
(Discretionary Contribution) at the option of the Company's Board of
Directors based on the Company's profitability for the fiscal year that ends
within the plan year. For 1995, the Company's Board of Directors authorized
a Discretionary Contribution equal to 25 percent of the first 5 percent of
base compensation that participants contributed to the Plan.
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Notes to Financial Statements
1. Description of the Plan (continued)
Under the provisions of the Plan, 75 percent of the Company's Required and
Discretionary Contributions are invested in the CompUSA Stock Fund, with the
remaining 25 percent paid in cash and invested based on the participant's
election. In 1995, the Company's Required and Discretionary Contributions to
the Plan aggregated $542,079 and $542,079, respectively. The Company funded
both the 1995 Required and Discretionary Contributions in February 1996.
Participant Accounts
Each participant's account is credited with the participant's contributions
and allocations of (a) the Company's contributions and (b) Plan earnings.
Allocations of earnings are based upon the ratio of a participant's account
balance to the aggregate of all participant account balances. Forfeited
balances of terminated participants' nonvested accounts may be used to
restore accounts for employees who are rehired, to pay Plan fees and
expenses, or to reduce Company contributions. There were no forfeited
balances at December 31, 1995.
Vesting
Participants are immediately vested in their pretax and rollover
contributions plus actual earnings thereon. The Company's contributions
allocated to participants' accounts, plus the actual earnings thereon, vest
to the participants based on years of continuous service. A participant is
100 percent vested after four years of credited service.
Investment Options
Participants may elect investment of their employee contributions and Company
cash contributions in any of the following five investment options:
(a) Asset Allocation Fund - Invests in a changing mix of stocks, bonds, and
money market securities.
(b) Income Accumulation Fund - Invests in a mixture of short- and
medium-term fixed-income securities that produce income for the fund,
mostly from interest payments.
(c) Growth Stock Fund - Invests in the stocks of companies that the fund
manager believes have potential for above-average long-term capital
appreciation.
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Notes to Financial Statements (Continued)
1. Description of the Plan (continued)
(d) S&P 500 Stock Fund - Invests in the companies included in the Standard
& Poor's 500 Index.
(e) CompUSA Stock Fund - Invests primarily in the stock of CompUSA Inc.
Participants may not elect to have more than 50 percent of their
employee contributions and Company cash contributions invested in this
fund.
Income Tax Status
The Plan and the related trust are designed to qualify under Section 401 (a)
of the Internal Revenue Code (the Code) and the related trust is designed to
be exempt from federal income tax under Section 501 (a) of the Code. The Plan
has applied for, but has not yet received, a favorable determination letter
from the Internal Revenue Service as to the qualification of the Plan and the
tax-exempt status of the related trust; however, a favorable determination
letter is expected.
Because the Plan did not initially meet the tests limiting contributions of
certain highly compensated employees, as defined by the Code, excess
contributions for 1995 were refunded to certain participants in March 1996,
along with investment earnings aggregating $35,082 on those excess
contributions in accordance with the Plan agreement. Those amounts are
recorded in the accompanying balance sheet as "Excess contributions payable
to participants."
Termination of the Plan
While the Company has not expressed any intent to do so, it may terminate the
Plan at any time. In the event the Plan is terminated, the participants would
become fully vested as to their account balances and the net assets of the
Plan would be distributed to the participants in proportion to their
respective account balances.
Withdrawals
Upon termination of service, a participant may receive a lump-sum payment
equal to his or her vested account balance. Participants who are also
employees can elect to withdraw a portion of their Plan account balance,
subject to certain conditions and restrictions.
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Notes to Financial Statements (Continued)
1. Description of the Plan (continued)
Loans
Effective January 1, 1996, the Plan was amended to provide that Plan
participants may request a loan from the Plan in an amount generally not to
exceed the lesser of $50,000 or 50 percent of the participant's vested
account balance. The minimum loan amount is $500 and must be repaid, through
payroll deductions, within five years. The interest rate charged on
participant loans is a fixed reasonable rate of interest determined by the
CompSavings Plan Committee.
Expenses and Forfeitures
The Company pays all administrative fees and expenses related to maintaining
the Plan to the extent such fees and expenses exceed forfeitures. The amount
of such expenses paid by the Company in 1995 was approximately $134,000. The
Company also furnishes the Plan with administrative and clerical services and
use of Company office space and supplies at no charge. Certain special fees,
such as fees for changing investment fund elections more than four times per
year and loan maintenance fees, are charged to individual participants'
accounts.
2. Summary of Significant Accounting Policies
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Plan investments in various investment funds are stated at fair value as
determined by the Trustee at December 31, 1995 based upon the quoted market
prices of the underlying securities comprising the investment funds.
Investments in the Company's common stock are valued at the last reported
sales price on the last business day of the Plan year.
Purchases and sales of securities are recorded on a trade-date basis.
Contributions and interest income are recorded on the accrual basis.
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Notes to Financial Statements (Continued)
3. Allocation of Net Assets Available for Benefits to Investment Funds
At December 31, 1995, the Plan's assets and liabilities were held in the
following funds:
<TABLE>
<CAPTION>
Asset Income Growth S&P 500 CompUSA
Allocation Accumulation Stock Stock Stock
Total Fund Fund Fund Fund Fund
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value $ 3,704,312 $ 805,511 $ 462,477 $1,096,247 $ 818,353 $ 521,724
Contributions receivable:
Participants 139,304 26,255 17,750 43,102 31,640 20,557
Employer 1,084,158 54,105 36,954 79,617 61,464 852,018
------------------------------------------------------------------------------
1,223,462 80,360 54,704 122,719 93,104 872,575
------------------------------------------------------------------------------
Total assets 4,927,774 885,871 517,181 1,218,966 911,457 1,394,299
------------------------------------------------------------------------------
LIABILITIES
Excess contributions
payable to participants 204,977 32,241 21,191 73,545 34,665 43,335
------------------------------------------------------------------------------
Net assets available for
benefits $ 4,722,797 $ 853,630 $ 495,990 $1,145,421 $ 876,792 $ 1,350,964
==============================================================================
</TABLE>
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Notes to Financial Statements (Continued)
4. Allocation of Changes in Net Assets Available for Benefits to Investment
Funds
The changes in net assets available for benefits for the year ended
December 31, 1995, are as follows:
<TABLE>
<CAPTION>
Asset Income Growth S&P 500 CompUSA
Allocation Accumulation Stock Stock Stock
Total Fund Fund Fund Fund Fund
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation
(depreciation) in
fair value of
investments $ 279,778 $ 84,480 $ - $ 97,002 $ 99,098 $ (802)
Interest 11,350 - 11,350 - - -
------------------------------------------------------------------------------
291,128 84,480 11,350 97,002 99,098 (802)
Contributions:
Participants - pretax 3,246,577 660,458 457,463 952,227 734,850 441,579
Participants - rollover 269,121 97,017 20,875 56,536 22,599 72,094
Employer:
Participant directed 271,040 54,105 36,954 79,617 61,464 38,900
Non-participant
directed 813,118 - - - - 813,118
------------------------------------------------------------------------------
4,599,856 811,580 515,292 1,088,380 818,913 1,365,691
------------------------------------------------------------------------------
Total additions 4,890,984 896,060 526,642 1,185,382 918,011 1,364,889
------------------------------------------------------------------------------
Withdrawals by
participants (168,187) (28,979) (19,508) (52,344) (42,082) (25,274)
Interfund transfers (net) - (13,451) (11,144) 12,383 863 11,349
------------------------------------------------------------------------------
Net increase 4,722,797 853,630 495,990 1,145,421 876,792 1,350,964
Net assets available
for benefits:
Beginning of year - - - - - -
------------------------------------------------------------------------------
End of year $ 4,722,797 $ 853,630 $ 495,990 $1,145,421 $ 876,792 $ 1,350,964
==============================================================================
</TABLE>
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Notes to Financial Statements (Continued)
5. Investments
The Plan's investments are held by the Trustee. Investments at December 31,
1995, are as follows:
<TABLE>
<CAPTION>
Units, Shares, Current
or Face Value Cost Value
------------------------------------------------------------
<S> <C> <C> <C>
Asset Allocation Fund:
Wells Fargo Asset Allocation Fund
for Employee Retirement Plans 41,866 $ 719,353 $ 805,511
Income Accumulation Fund:
Wells Fargo Income Accumulation
Fund for Employee Retirement Plans 37,234 462,477 462,477
Growth Stock Fund:
Wells Fargo Growth Stock Fund for
Employee Retirement Plans 63,551 990,841 1,096,247
S&P 500 Stock Fund:
Wells Fargo S&P 500 Stock Fund
for Employee Retirement Plans 36,258 716,935 818,353
CompUSA Stock Fund:
CompUSA Common Stock 16,582 513,732 516,308
Wells Fargo Money Market Fund 5,416 5,416 5,416
----------------------------------------
$ 3,408,754 $ 3,704,312
========================================
</TABLE>
<PAGE>
Supplemental Schedules
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
c. Description of
b. Identity of Issuer, Investment Including Maturity Number of
Borrower, Lessor or Date, Rate of Interest, Units/Shares/ e. Current
a. Similar Party Collateral, Par or Maturity Value Face Value d. Cost Value
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
* Wells Fargo Asset Allocation Fund:
invests in stocks, bonds,
and money market securities 41,866 $ 719,353 $ 805,511
* Wells Fargo Income Accumulation Fund:
invests in short- and medium
term fixed income securities 37,234 462,477 462,477
* Wells Fargo Growth Stock Fund: invests
in equity securities 63,551 990,841 1,096,247
* Wells Fargo S&P 500 Stock Fund: invests
in equity of S&P 500 companies 36,258 716,935 818,353
CompUSA Stock Fund: invests in
equity securities of CompUSA
Inc.:
* CompUSA Inc. Common Stock 16,582 513,732 516,308
* Wells Fargo Money Market Fund 5,416 5,416 5,416
-----------------------------
$ 3,408,754 $ 3,704,312
=============================
</TABLE>
*Party-in-interest
<PAGE>
CompSavings Plan for Employees of CompUSA Inc.
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1995
<TABLE>
<CAPTION>
h. Current
Value of
Number of Asset on i. Net
a. Identity of b. Description Purch- c. Purchase d. Selling g.Cost of Transaction Gain or
Party Involved of Asset ases Sales Price Price Asset Date (loss)
- ----------------------------------------------------------------------------------------------------------
Category (iii) - Series of securities transactions in excess of 5% of the current value of Plan assets
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wells Fargo* Asset
Allocation
Fund 48 - $ 755,218 $ - $ 755,218 $ 755,218 $ -
Wells Fargo* Asset
Allocation
Fund - 78 - 39,116 35,865 39,116 3,251
Wells Fargo* Income
Accumulation
Fund 45 - 500,837 - 500,837 500,837 -
Wells Fargo* Income
Accumulation
Fund - 72 - 38,360 38,360 38,360 -
Wells Fargo* Growth
Stock
Fund 64 - 1,033,041 - 1,033,041 1,033,041 -
Wells Fargo* Growth
Stock
Fund - 75 - 47,678 42,200 47,678 5,478
Wells Fargo* S&P 500
Stock Fund 58 - 755,193 - 755,193 755,193 -
Wells Fargo* S&P 500
Stock Fund - 80 - 42,021 38,258 42,021 3,763
CompUSA Inc.* Common
Stock 66 - 537,213 - 537,213 537,213 -
CompUSA Inc.* Common
Stock - 61 - 30,290 23,481 30,290 6,809
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions during 1995.
Columns e and f are not applicable.
* Party-in-interest
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
CompSavings Plan Committee for the CompSavings Plan for Employees of CompUSA
Inc. has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CompSavings Plan for Employees of CompUSA Inc.
By CompSavings Plan Committee Appointed Pursuant to the Plan:
Date: June 27, 1996 By: /S/ James F. Halpin
-------------------------- ------------------------------
James F. Halpin, Committee Member
Date: June 27, 1996 By: /S/ James E. Skinner
-------------------------- --------------------------------
James E. Skinner, Committee Member
Date: June 27, 1996 By: /S/ Melvin D. McCall
-------------------------- --------------------------------
Melvin D. McCall, Committee Member
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-86314) pertaining to the CompSavings Plan for
Employees of CompUSA Inc. of our report dated June 25, 1996, with respect to
the financial statements and supplemental schedules of the CompSavings Plan
for Employees of CompUSA Inc. included in this Annual Report (Form 11-K) for
the year ended December 31, 1995.
/S/ ERNST & YOUNG LLP
---------------------------
ERNST & YOUNG LLP
Dallas, Texas
June 25, 1996
