<PAGE> 1
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 (Fee Required)
For the Fiscal Year Ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __ to __
Commission File Number 0-19994
SOLO SERVE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
(Full Name of Plan)
SOLO SERVE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 74-2048057
------------------------------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number)
1610 Cornerway Blvd., San Antonio, Texas 78219
-----------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number,
including area code (210) 662-6262
---------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
Item Page
--------------------------------------------------------- ----
<S> <C>
Financial Statements and Schedules Prepared in Accordance 3
with the Financial Reporting Requirements of ERISA
Report of Price Waterhouse LLP 4
Consent of Price Waterhouse LLP
</TABLE>
<PAGE> 3
SOLO SERVE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
TABLE OF FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
FINANCIAL STATEMENTS:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits, with Fund Information,
at December 31, 1995 2
Statement of Net Assets Available for Benefits, with Fund Information,
at December 31, 1994 3
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, for the Year Ended December 31, 1995 4
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, for the Year Ended December 31, 1994 5
Notes to Financial Statements 6
ADDITIONAL INFORMATION* - SUPPLEMENTAL SCHEDULES:
Schedule I - Schedule of Assets Held for Investment Purposes 12
Schedule II - Schedule of Reportable Transactions 13
</TABLE>
* Other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants, Administrator and Trustees
of the Solo Serve Corporation
Retirement Savings Plan and Trust
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Solo Serve Corporation Retirement Savings Plan and Trust (the Plan) as
of December 31, 1995 and 1994, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles. 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 of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audits 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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included as
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974 (ERISA). The
Fund Information in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
additional analysis rather than to present the net assets available for
benefits and the 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.
/s/ PRICE WATERHOUSE LLP
- ------------------------
Price Waterhouse LLP
San Antonio, Texas
June 26, 1996
<PAGE> 5
SOLO SERVE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY AVESTA AVESTA SHORT-
SOLO SERVE ADVISOR GROWTH ADVISOR INCOME ADVISOR MONEY INTERMEDIATE
STOCK OPPORTUNITIES & GROWTH OVERSEAS MARKET TERM U.S. GOV. LOAN
FUND FUND FUND FUND FUND SECURITIES FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Mutual funds - $226,988 $236,669 $71,599 - $101,194 - $636,450
Common stock $9,446 - - - - - - 9,446
Money market funds - - - - $307,821 - - 307,821
Other - - - - - - $48,697 48,697
------ -------- -------- ------- -------- -------- ------- ---------
9,446 226,988 236,669 71,599 307,821 101,194 48,697 1,002,414
------ -------- -------- ------- -------- -------- ------- ---------
Receivables:
Accrued interest - - - - 1,340 - 133 1,473
Cash 33 750 750 228 1,011 326 163 3,261
------ -------- -------- ------- -------- -------- ------- ---------
Total assets 9,479 227,738 237,419 71,827 310,172 101,520 48,993 1,007,148
------ -------- -------- ------- -------- -------- ------- ---------
LIABILITIES
Investment manager fees - - - - - - - -
------ -------- -------- ------- -------- -------- ------- --------
Total liabilities - - - - - - - -
------ -------- -------- ------- -------- -------- ------- ----------
Net assets available for benefits $9,479 $227,738 $237,419 $71,827 $310,172 $101,520 $48,993 $1,007,148
------ -------- -------- ------- -------- -------- ------- ----------
</TABLE>
The accompanying notes are an integral part of these
financial statements
2
<PAGE> 6
SOLO SERVE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------------
UNITED STATES
SPECIAL FIXED SOLO SERVE STOCK GOVERNMENT
INCOME STOCK BALANCED INDEX INCOME LOAN
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Mutual funds - - $ 83 $ 876 $ 1,645 - $ 2,604
Common stock - $ 44,731 - - - - 44,731
Money market funds $204,762 887 187,351 131,362 121,523 - 645,885
Other - - - - - $ 24,792 24,792
-------- -------- -------- -------- ---------- ---------- -----------
204,762 45,618 187,434 132,238 123,168 24,792 718,012
-------- -------- -------- -------- ---------- ---------- -----------
Receivables
Accrued interest 70 16 2 2 1 - 91
-------- -------- -------- -------- ---------- ---------- -----------
Total assets 204,832 45,634 187,436 132,240 123,169 24,792 718,103
-------- -------- -------- -------- ---------- ---------- -----------
LIABILITIES
Investment manager fees 81 10 - - - - 91
-------- -------- -------- -------- ---------- ---------- -----------
Total liabilities 81 10 - - - - 91
-------- -------- -------- -------- ---------- ---------- -----------
Net assets available for benefits $204,751 $ 45,624 $187,436 $132,240 $ 123,169 $ 24,792 $ 718,012
======== ======== ======== ======== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements
3
<PAGE> 7
SOLO SERVE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY AVESTA AVESTA SHORT-
SOLO SERVE ADVISOR GROWTH ADVISOR INCOME ADVISOR MONEY INTERMEDIATE
STOCK OPPORTUNITIES & GROWTH OVERSEAS MARKET TERM U.S. GOV. LOAN
FUND FUND FUND FUND FUND SECURITIES FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest - $ 5,583 $ 7,245 $ 487 $ 20,478 - $ 139 $ 33,932
Realized gain/(loss) on sale of
investments ($ 463) 2,687 2,274 541 887 $ 559 - 6,485
Unrealized gain/(loss) on
investments (33,864) 30,821 11,275 3,665 (887) 5,624 - 16,634
------- -------- -------- ------- -------- -------- ------- ----------
(34,327) 39,091 20,794 4,693 20,478 6,183 139 57,051
------- -------- -------- ------- -------- -------- ------- ----------
Contributions:
Employer - 10,708 10,529 3,672 35,244 4,748 - 64,901
Participants - 61,638 72,761 22,885 59,548 31,154 - 247,986
------- -------- -------- ------- -------- -------- ------- ----------
- 72,346 83,290 26,557 94,792 35,902 - 312,887
------- -------- -------- ------- -------- -------- ------- ----------
Total additions (34,327) 111,437 104,084 31,250 115,270 42,085 139 369,938
------- -------- -------- ------- -------- -------- ------- ----------
Deductions from net assets
attributed to:
Participant benefits 1,846 721 3,762 342 68,723 2,649 2,759 80,802
------- -------- -------- ------- -------- -------- ------- ----------
Total deductions 1,846 721 3,762 342 68,723 2,649 2,759 80,802
------- -------- -------- ------- -------- -------- ------- ----------
Net increase (decrease) prior to
interfund transfers (36,173) 110,716 100,322 30,908 46,547 39,436 (2,620) 289,136
------- -------- -------- ------- -------- -------- ------- ----------
Interfund transfers 28 117,022 137,097 40,919 (383,971) 62,084 26,821 -
------- -------- -------- ------- -------- -------- ------- ----------
Net increase (decrease) (36,145) 227,738 237,419 71,827 (337,424) 101,520 24,201 289,136
Net assets at beginning of year 45,624 - - - 647,596 - 24,792 718,012
------- -------- -------- ------- -------- -------- ------- ----------
Net assets at end of year $ 9,479 $227,738 $237,419 $71,827 $310,172 $101,520 $48,993 $1,007,148
======= ======== ======== ======= ======== ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these
financial statements
4
<PAGE> 8
SOLO SERVE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUMD INFORMATION
-----------------------------------------------------------------------------------
UNITED STATES
SPECIAL SOLO SERVE STOCK GOVERNMENT
FIXED INCOME STOCK BALANCED INDEX INCOME LOAN
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 110 $ 233 $ 8,301 $ 3,567 $ 8,400 $ 1,088 $ 21,699
Realized gain/(loss) on sale of investments 11,662 (992) (10,082) (780) (10,067) - (10,259)
Unrealized gain/(loss) on investments - (37,053) (3) (7) (126) - (37,189)
--------- -------- --------- --------- --------- -------- ---------
11,772 (37,812) (1,784) 2,780 (1,793) 1,088 (25,749)
--------- -------- --------- --------- --------- -------- ---------
Contributions:
Employer 15,990 4,783 14,544 10,708 8,274 - 54,299
Participants 109,046 37,344 100,042 74,708 56,236 - 377,376
--------- -------- --------- --------- --------- -------- ---------
125,036 42,127 114,586 85,416 64,510 - 431,675
--------- -------- --------- --------- --------- -------- ---------
Total additions 136,808 4,315 112,802 88,196 62,717 1,088 405,926
--------- -------- --------- --------- --------- -------- ---------
Deductions from net assets attributed to:
Participant benefits 86,419 6,699 74,146 47,927 46,053 - 261,244
Investment management fees 980 94 933 375 418 - 2,800
--------- -------- --------- --------- --------- -------- ---------
Total deductions 87,399 6,793 75,079 48,302 46,471 - 264,044
--------- -------- --------- --------- --------- -------- ---------
Net increase prior to interfund transfers 49,409 (2,478) 37,723 39,894 16,246 1,088 141,882
--------- -------- --------- --------- --------- -------- ---------
Interfund transfers (7,904) 9,886 (16,018) (13,526) 1,608 14,671 (11,283)
--------- -------- --------- --------- --------- -------- ---------
Net increase 41,505 7,408 21,705 26,368 17,854 15,759 130,599
Net assets at beginning of year 163,246 38,216 165,731 105,872 105,315 9,033 587,413
--------- -------- --------- --------- --------- -------- ---------
Net assets at end of year $ 204,751 $ 45,624 $ 187,436 $ 132,240 $ 123,169 $ 24,792 $ 718,012
========= ======== ========= ========= ========= ======== =========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
5
<PAGE> 9
SOLO SERVE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN:
The following description of the Solo Serve Corporation (the "Company")
Retirement Savings Plan and Trust (the "Plan") provides only general
information. Participants should refer to the Plan document, effective January
1, 1993, for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all full-time employees of the
Company who have one year of service and are age twenty-one or older. It is
subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
CONTRIBUTIONS
Participants may contribute up to 20 percent of their annual wages. The
Internal Revenue Code (IRC) establishes an annual limitation on the amount of
pre-tax salary deferral contributions. For 1995 and 1994, this limit was
$9,240. The Company may match a discretionary percentage of the participant's
before-tax contributions up to a maximum percentage of the participant's
compensation. The Company elected to match 25 percent of the first 6 percent
of participant contributions during 1995.
The Company may also make discretionary profit sharing contributions to the
Plan. These contributions are allocated to the Plan participants based on a
ratio of their compensation compared to the total compensation of all
participants.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution, the
employer's discretionary matching contribution, if any, allocation of the
Company's discretionary profit sharing contribution, if any, and Plan earnings.
The benefit to which a participant is entitled is equal to the vested balance
in the participant's account.
VESTING
Participants are immediately vested in their voluntary contributions and actual
earnings thereon. Vesting in the employer's discretionary matching and
discretionary profit sharing contributions is based on years of continuous
service. Vesting begins after one year of credited service. A participant is
100 percent vested after five years of credited service.
INVESTMENT OPTIONS
On January 1, 1995, the assets of the Plan were transferred to a new set of
investment funds. Texas Commerce Bank National Association remains trustee of
the Plan and assumed recordkeeping duties for the Plan as of January 1, 1995.
On the date of transfer, fund assets were invested in the money market fund
investment option under the new plan until such time as the record keeper
received all relevant information regarding individual Plan participants'
balances and investment
6
<PAGE> 10
Solo Serve Corporation
Retirement Savings Plan and Trust
Notes to Financial Statements
- --------------------------------------------------------------------------------
elections as of the transfer date. This information
was received and processed and the assets were invested among the new
investment options on April 5, 1995 as directed by Plan participants.
Upon enrollment in the Plan, a participant may direct contributions into any of
five investment options in increments of 5%:
Fidelity Advisor Growth Opportunities Fund - Funds are primarily invested in
common stock and securities convertible into common stock;
Fidelity Advisor Income & Growth Fund - Funds are invested in equity
securities, convertible securities, common and preferred stocks, and
fixed-income securities that provide income or opportunities for capital
growth;
Fidelity Advisor Overseas Fund - Funds are primarily invested in foreign debt
and equity securities;
Avesta Money Market Fund - Funds are invested in instruments with a remaining
maturity of thirteen months or less;
Avesta Short-Intermediate Term U.S. Government Securities Fund - Funds are
primarily invested in short-term securities issued or guaranteed by the U.S.
Government and repurchase agreements.
There is also the Solo Serve Stock Fund, which has invested funds primarily in
the common stock of Solo Serve Corporation. During 1995, participants were not
permitted to select this fund as an investment option, due to management's
assessment of volatility.
Transfers
Plan participants may elect to transfer the balances in any of the investment
options from one to another. Transfers are processed daily.
Payment of Benefits
On termination of service, a participant who has an account balance greater
than $3,500 may consent to receive a lump-sum amount equal to the vested value
of his or her account, or may make a trust to trust transfer of the vested
value of his or her account. A participant whose balance is less than $3,500
receives a lump-sum distribution.
Loans
Participants may obtain loans up to 50% of their total vested account balance
provided that the loan is greater than $500 but does not exceed $50,000.
7
<PAGE> 11
Solo Serve Corporation
Retirement Savings Plan and Trust
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES:
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates. The most significant
accounting principles used are described below.
METHOD OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
INVESTMENTS
Quoted market prices are used to value investments in equity securities and
mutual funds. Investments in common and commingled trust funds are valued by
the Trustee.
CONTRIBUTIONS
Employee contributions are recorded in the period during which the Company
makes payroll deductions from the Plan participants' earnings. Discretionary
matching contributions are recorded in the same period.
ADMINISTRATIVE EXPENSES
Certain administrative expenses of the Plan are paid by the Company.
Accordingly, these expenses are not reflected in the Plan's financial
statements.
ALLOCATION OF EARNINGS AND LOSSES
Earnings and losses are allocated to the Plan participants' accounts daily.
The allocation is based on a formula which includes the beginning account
balance, contributions, and distributions.
CALCULATION OF GAINS AND LOSSES
Realized and unrealized gains and losses are calculated using the revalued cost
method. This cost, required by ERISA, represents the current market value at
prior year-end adjusted for purchases and/or sales during the current plan
year.
BENEFITS
Benefit claims are accrued when they have been processed and approved for
payment by the Plan.
8
<PAGE> 12
SOLO SERVE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
FORFEITURES
Forfeitures of non-vested portions of the discretionary matching and/or
discretionary profit sharing contributions are used to reduce the Company's
contributions for the next plan year.
NOTE 3 - BANKRUPTCY OF SPONSOR:
On July 21, 1994, the Company filed for protection from creditors under Chapter
11 of the United States Bankruptcy Code. Administrative expenses traditionally
paid by the Company were allowed by the Bankruptcy Court and were paid
accordingly. There was no disruption of service to the Plan due to the
reorganization proceeding. The Company's Plan of Reorganization was confirmed
by the Bankruptcy Court in July 1995.
NOTE 4 - INVESTMENTS:
The Plan's investments are held in trust by Texas Commerce Bank National
Association. The following table presents the fair values of investments held
at December 31, 1995 and 1994, respectively. Investments that represent 5
percent or more of the Plan's net assets are separately identified:
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED BY
QUOTED MARKET PRICE
Avesta Short-Intermediate Term U.S. Government
Securities Fund, 8,917 and 0 shares, respectively $101,194* -
Fidelity Advisor Growth Opportunities Fund, 7,174 and
0 shares, respectively 226,988* -
Fidelity Advisor Income & Growth Fund, 15,065 and 0
shares, respectively 236,669* -
Fidelity Advisor Overseas Fund, 4,979 and 0 shares,
respectively 71,599* -
Solo Serve Loan Fund, 48,697 and 0 units of participation,
respectively 48,697* -
Balanced Fund, 0 and 9 units of participation, respectively - $83
United States Government Income Fund, 0 and 162 units
of participation, respectively - 1,645
Stock Index Fund, 0 and 89 units of participation, respectively - 876
Solo Serve Stock Fund, 21,590 and 44,731 shares of
common stock, respectively 9,446 44,731*
--------- -------
$694,593 $47,335
========= =======
</TABLE>
* Represents 5% or more of plan net assets at January 1, 1995 and 1994,
respectively.
9
<PAGE> 13
Solo Serve Corporation
Retirement Savings Plan and Trust
Notes to Financial Statements
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
<S> <C>
INVESTMENTS IN COMMON AND COMMINGLED TRUST FUNDS -
FAIR VALUE AS DETERMINED BY THE TRUSTEE
Avesta Money Market Fund, 307,821 and
0 units of participation, respectively $307,821* -
Employee Benefits Money Market Fund, 0 and
645,885 units of participation, respectively - $645,885*
Solo Serve Loan Fund, 0 and 24,792 units of
participation, respectively - 24,792
-------- --------
$307,821 $670,677
======== ========
*Represents 5% or more of plan net assets at January 1, 1995 and 1994, respectively.
</TABLE>
Amounts allocated to the accounts of persons who have withdrawn from
participation in the Plan total $79,504 at December 31, 1995.
During 1995 and 1994, the Plan's investments (including gains and losses on
investments sold during the year) appreciated and depreciated in value by
$23,119 and $47,448, respectively, as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1995 1994
<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED
BY QUOTED MARKET PRICE
Common stocks ($34,327) ($38,045)
Mutual funds 57,446 (21,065)
-------- --------
23,119 (59,110)
INVESTMENTS IN COMMON AND COMMINGLED TRUST
FUNDS - FAIR VALUE AS DETERMINED BY THE
TRUSTEE
Common and Commingled Trust Funds - 11,662
-------- --------
Net appreciation/(depreciation) in fair value
of investments $ 23,119 ($47,448)
======== ========
</TABLE>
NOTE 5 - RECONCILIATION TO FORM 5500:
All differences between the amounts reflected in the statement of net assets
available for benefits and Form 5500 arise from the recording of payables to
participants on an accrual basis for purposes of these financial statements as
opposed to recording those payments on a cash basis in the Form 5500. These
differences primarily represent benefit claims which were processed and
approved for payment during 1995 but not paid as of December 31, 1995.
10
<PAGE> 14
Solo Serve Corporation
Retirement Savings Plan and Trust
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 6 - PLAN TERMINATION:
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 percent vested in their accounts.
NOTE 7 - INCOME TAXES:
Management believes that the Plan is qualified under section 401(a) of the IRC
and therefore the trust is exempt from taxation under section 501(a). The Plan
has applied for but has not yet received a favorable letter of determination
from the Internal Revenue Service. Generally, contributions to a qualified
plan are deductible by the Company when made, earnings of the trust are tax
exempt and participants are not taxed on their benefits until withdrawn from
the Plan.
11
<PAGE> 15
Solo Serve Corporation Additional Information
Retirement Savings Plan and Trust Schedule I
Line 27a-Schedule of Assets Held For Investment Purposes
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
HISTORICAL CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C> <C>
Avesta Money Market Fund 307,821 units of participation $307,821 $307,821
Avesta Short-Intermediate
Term U.S. Government
Securities Fund 8,917 shares 95,459 101,194
Fidelity Advisor Growth
Opportunities Fund 7,174 shares 195,572 226,988
Fidelity Advisor Income &
Growth Fund 15,065 shares 224,877 236,669
Fidelity Advisor Overseas
Fund 4,979 shares 67,735 71,599
* Solo Serve Corporation 21,590 shares common stock,
par value $.01 per share 43,175 9,446
* Participant Loans Pooled notes; interest rates
ranging from 7% to 10%;
maturing from 1/1/96 to
8/6/99 - 48,697
---------- ----------
$934,639 $1,002,414
========== ==========
</TABLE>
12
<PAGE> 16
Solo Serve Corporation Additional Information
Retirement Savings Plan and Trust Schedule II
Line 27d-Schedule of Assets Held For Investment Purposes
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Current
Value of Net
Asset on Realized
Purchase Selling Cost Transaction Gain or
Identity Description of Asset Price Price of Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
Avesta Trust Purchases of shares in Money $782,341 N/A $782,341 $782,341 N/A
Market Fund
Avesta Trust Sales of shares in Money N/A $1,120,854 1,120,854 1,120,854 -
Market Fund
Avesta Trust Purchases of shares in U.S. 106,175 N/A 106,175 106,175 N/A
Government Securities Fund
Fidelity Investments Purchases of shares in Advisor 252,592 N/A 252,592 252,592 N/A
Income and Growth Fund
Fidelity Investments Purchases of shares in Advisor
Growth Opportunities Fund 207,570 N/A 207,570 207,570 N/A
Fidelity Investments Purchases of shares in Advisor 71,572 N/A 71,572 71,572 N/A
Overseas Fund
Special Purpose Fund Purchases of shares in Loan Fund 48,049 N/A 48,049 48,049 N/A
</TABLE>
Columns (e) and (f) have been omitted because they are not applicable.
* Transactions or series of transactions in excess of 5 percent of the
current value of the Plan's assets as of January 1, 1995 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
13
<PAGE> 17
SIGNATURES
The Plan. 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.
SOLO SERVE CORPORATION RETIREMENT
SAVINGS PLAN AND TRUST
By: Texas Commerce Bank
National Association, Trustee
Date: June 28, 1996 By: /s/ BERNARD P. WILLIAMS
-----------------------------------
Bernard P. Williams, Vice President
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement of Solo Serve Corporation on Form S-8 (No. 33-55490 filed on December
8, 1992) of our report dated June 26, 1996, which appears on page 4 of this
Form 11-K for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Antonio, Texas
June 26, 1996
