FORM 11-K
Securities and Exchange Commission
Washington, D.C. 20549
(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)
For the transition period from to _____________
Commission File Number 33-54180
A. Full title of the Plan and address of the Plan; if different
from that of the issuer named below:
Amended and Restated Section 401(k) Salary Savings Plan
and Trust of Tops Appliance City, Inc.
B. Name of the issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
Tops Appliance City, Inc.
45 Brunswick Avenue
Edison, New Jersey 08818
<PAGE>
Amended and Restated Section 401(k) Salary Savings Plan
and Trust of Tops Appliance City, Inc.
Index to Financial Statements and Supplemental Schedules
Report of Independent Auditors F-1
Statements of Net Assets Available for Plan Benefits -
December 31, 1995 and December 31, 1994 F-2
Statements of Changes in Net Assets Available for
Plan Benefits - Years Ended December 31, 1995,
1994 and 1993 F-3
Notes to Financial Statements F-4
Supplemental Schedules:
Assets Held for Investment F-11
Transactions or Series of Transactions in Excess of 5%
of the Current Value of Plan Assets F-12
Consent of Independent Auditors F-13
Signatures F-14
<PAGE>
Report of Independent Auditors
To the Plan Administrator
Amended and Restated Section 401(k) Salary Savings Plan
and Trust of Tops Appliance City, Inc.
We have audited the accompanying statements of net assets available
for plan benefits of the Amended and Restated Section 401(k) Salary
Savings Plan and Trust of Tops Appliance City, Inc. (the "Plan") as
of December 31, 1995 and 1994, and the related statements of
changes in net assets available for plan benefits for each of the
three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Administrative 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 plan
benefits of the Plan at December 31, 1995 and 1994, and the changes
in net assets available for plan benefits for each of the three
years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment as of December
31, 1995, and transactions or series of transactions in excess of
5% of the current value of plan assets 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 financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in
our audit of the 1995 financial statements and, in our opinion, are
fairly stated in all material respects in relation to the 1995
financial statements taken as a whole.
The schedule of assets held for investment that accompanies the
Plan's financial statements does not disclose the historical cost
of certain plan assets held by the Plan's investment managers.
Disclosure of this information is required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
MetroPark, New Jersey
July 2, 1996
Amended and Restated Section 401(k) Salary Savings Plan
and Trust of Tops Appliance City, Inc.
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
___________________________
<S> <C> <C>
ASSETS
Investments, at current value (Note 3):
AIM Value Fund - Class A $ 3,625,772
Automated Government Money Trust Fund 2,351,392
Fidelity Advisors - Income & Growth Fund 2,739,012
PIMCO Advisors Total Return Income Fund 2,852,206
Safety Fund $ 7,608,527
Fixed Income Fund 1,045,382
Stock Equity Fund 1,374,697
Tops Stock Fund 76,409 262,829
__________________________
Total investments 11,644,791 10,291,435
Loans receivable from plan participants (Note 1) 658,888 542,404
Contributions receivable:
Employer 15,528 13,865
Employees 35,401 39,644
__________________________
Total assets 12,354,608 10,887,348
LIABILITIES
Due to brokers (Note 2) 57,050
__________________________
Net assets available for plan benefits $12,354,608 $10,830,298
See accompanying notes.
</TABLE>
<PAGE>
Amended and Restated Section 401(k) Salary Savings Plan
and Trust of Tops Appliance City, Inc.
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994 1993
_____________________________________
<S> <C> <C> <C>
Net assets available for plan benefits,
beginning of year $10,830,298 $9,927,211 $8,094,175
Investment income (loss) (Note 3) 1,345,414 (357,511) 371,216
Contributions (Note 1):
Employer 854,659 930,776 859,681
Employees 1,752,173 1,834,805 1,707,983
_____________________________________
Total additions 3,952,246 2,408,070 2,938,880
Less distributions (Note 1) 2,427,936 1,504,983 1,105,844
_____________________________________
Net increase 1,524,310 903,087 1,833,036
_____________________________________
Net assets available for plan benefits,
end of year $12,354,608 $10,830,298 $9,927,211
See accompanying notes.
</TABLE>
<PAGE>
Amended and Restated Section 401(k) Salary Savings Plan
and Trust of Tops Appliance City, Inc.
Notes to Financial Statements
December 31, 1995, 1994, 1993
1. DESCRIPTION OF THE PLAN
The following brief description of the Amended and Restated Section
40l(k) Salary Savings Plan and Trust of Tops Appliance City, Inc.
(the Plan) is provided for general information purposes only. More
complete information concerning the Plan and its provisions can be
found in the Plan document.
GENERAL
The Plan is a defined contribution plan covering all eligible
employees of Tops Appliance City, Inc. (the Company) who are not
subject to a collective bargaining agreement. Employees are
eligible to participate when they have completed 1,000 hours of
service and have reached age twenty-one. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
ADMINISTRATION OF PLAN ASSETS
The assets of the Plan are administered under a trust agreement
between the Plan and a trustee designated by the Company.
Administrative expenses of the Plan may be paid from plan assets
and charged to participants' accounts. However, during the years
ended December 31, 1995, 1994 and 1993, all administrative expenses
of the Plan were paid by the Company.
CONTRIBUTIONS
Employee contributions are made in the form of a salary reduction
by withholding an elected percentage from the employee's salary
each pay period. Participants may elect to contribute up to
fifteen percent of their gross annual compensation subject to the
dollar deferral and non-discrimination limitations as prescribed by
the Internal Revenue Code. Such deferrals were limited to $9,240,
$9,240 and $8,994 for the years ended December 31, 1995, 1994 and
1993, respectively.
The Company contributes an amount equal to 2-l/2% of the total
compensation of the contributing participants and may contribute a
discretionary amount as determined by the Company. Such employer
contributions are subject to the provisions and limitations
prescribed by the Plan. In 1995, all Company contributions were
invested into three funds (33% in the PIMCO Advisors Total Return
Income Fund, 34% in the Fidelity Advisors - Income & Growth Fund
and 33% in the AIM Value Fund - Class A). Prior to 1995, all
Company contributions were invested in the Safety Fund.
PARTICIPANTS' ACCOUNTS
Participants may elect to invest contributions in one or any
combination of the following five funds: Automated Government
Money Trust Fund, AIM Value Fund - Class A, Fidelity Advisors -
Income & Growth Fund, PIMCO Advisors Total Return Income Fund and
the Tops Stock Fund. Each participant's account is credited with
the participant's and the Company's contributions (as defined) and
an allocation of forfeitures of terminated participants' nonvested
amounts based on the proportion of each participant's compensation
and length of service to the aggregate compensation of all
participants during the fiscal year.
Income, profits and administrative expenses (if any), attributable
to the assets of the Plan are allocated among the participants'
accounts in relation to total account balances.
VESTING
Participants are immediately vested in their salary reduction
contributions plus actual earnings thereon. Vesting in the
employer contributions plus earnings thereon is based on years of
service as follows:
Years of Credited Service Rate of Vesting
_________________________ _______________
Less than 3 years -
3 years 20%
4 years 40%
5 years 60%
6 years 80%
7 years or more 100%
PAYMENT OF BENEFITS
The distribution of plan benefits, as defined, is permitted upon
the earlier of retirement, death, disability, separation of service
with the Company or attainment of age 65. Withdrawal will also be
available in certain hardship situations, as defined in the Plan
document. Distribution of account balances may be made in either
a lump-sum amount, life annuity contracts or in installments over
the life expectancy of the participant. Distributions must
commence at age 70 1/2 even if the participant does not retire.
LOANS RECEIVABLE FROM PLAN PARTICIPANTS
Loans receivable from plan participants consist of promissory notes
bearing interest at rates ranging from 7% to 13% maturing through
May 18, 2005. A participant of the Plan who needs temporary
financial assistance may request a loan from the Plan up to
one-half of the present value of the non-forfeitable accrued
benefit of the participant to a maximum of $50,000, with the vested
portion of a participant's account serving as collateral for the
loan.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has
the right to terminate the Plan at any time. In the event of plan
termination, the time and manner of distribution of vested benefits
shall be subject to the discretion of the Plan Administrator. If
the Plan is terminated by the Company, all employer contributions
plus earnings become vested.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the
accrual basis of accounting. Purchases and sales of securities are
recorded on trade dates on a first-in, first-out basis. Amounts
reported on Form 5500 may differ from the financial statements
since the Plan's Form 5500 is prepared on a cash basis.
INVESTMENT VALUATION
Investments are valued at current value based upon current market
quotations.
DUE TO BROKERS
Due to brokers represents a liability for investments purchased
prior to year-end not yet paid for due to the time lag between the
purchase and settlement date.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
from those estimates.
3. INVESTMENTS
The following presents information regarding changes in net assets by
investment alternative for the years ended December 31, 1995, 1994 and
1993. The information provided by the investment manager's and
record-keeper does not indicate the amounts of dividends, interest, or
realized or unrealized gains or losses that make up investment income.
<PAGE>
<TABLE>
<CAPTION>
Fixed Stock Tops
Safety Income Equity Stock
Fund Fund Fund Fund
_________________________________________________
<S> <C> <C> <C> <C>
Net assets available for plan
benefits, January 1, 1993 $5,408,439 $1,027,052 $1,351,043 $ 13,906
Investment income (loss) 319,203 104,160 64,690 (116,837)
Contributions:
Employer 859,681
Employees 593,886 385,886 497,595 230,616
_________________________________________________
Total additions 1,772,770 490,046 562,285 113,779
Less distributions (599,185) (189,636) (238,983) (78,040)
Transfers (255,316) (6,468) (255,381) 517,165
Loan activity - net (58,674) (56,210) (50,078) (3,010)
_________________________________________________
Net increase 859,595 237,732 17,843 549,894
Net assets available for plan
benefits, December 31, 1993 6,268,034 1,264,784 1,368,886 563,800
Investment income (loss) 238,392 (69,950) (66,292) (459,661)
Contributions:
Employer 930,776
Employees 730,849 422,099 461,807 220,050
_________________________________________________
Total additions (deductions) 1,900,017 352,149 395,515 (239,611)
Less distributions (1,014,819) (213,885) (206,524) (69,755)
Transfers 331,656 (274,395) (69,044) 11,783
Loan activity - net 99,667 (75,046) (105,318)
Net increase (decrease) 1,316,521 (211,177) 14,629 (297,583)
_________________________________________________
Net assets available for plan
benefits, December 31, 1994 $ 7,584,555 $1,053,607 $1,383,515 $ 266,217
Investment income (loss) (94,286)
Contributions:
Employer
Employees 49,485
_________
Total additions (deductions) (44,801)
Less distributions (403,433) (79,633) (117,349) (15,881)
Transfers - net (7,181,122) (973,974) (1,266,166) (133,726)
Loan activity - net 5,345
_________________________________________________
Net increase (decrease) (7,584,555) (1,053,607) (1,383,515) (189,063)
_________________________________________________
Net assets available for plan
benefits, December 31, 1995 $ - $ - $ - $ 77,154
==================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PIMCO
Automated Fidelity Advisors
Gov't. Advisors - Total AIM
Money Income & Return Value
Trust Growth Income Fund - Loans
Fund Fund Fund Class A Receivable Total
______________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits, January 1, 1993 $ - $ - $ - $ - $293,735 $8,094,175
Investment income (loss) 371,216
Contributions:
Employer 859,681
Employees 1,707,983
__________
Total additions 2,938,880
Less distributions (1,105,844)
Transfers -
Loan activity - net 167,972 -
________________________
Net increase 167,972 1,833,036
_________________________
Net assets available for plan
benefits, December 31, 1993 - - - - 461,707 9,927,211
Investment income (loss) (357,511)
Contributions:
Employer 930,776
Employees 1,834,805
___________
Total additions (deductions) 2,408,070
Less distributions (1,504,983)
Transfers -
Loan activity - net 80,697 -
_______________________
Net increase (decrease) 80,697 903,087
_______________________
Net assets available for plan
benefits, December 31, 1994 $ - $ - $ - $ - $542,404 $10,830,298
Investment income (loss) 236,554 274,072 284,428 $ 644,646 1,345,414
Contributions:
Employer 284,887 284,886 284,886 854,659
Employees 426,383 369,425 330,740 576,140 1,752,173
____________________________________________________________________
Total additions (deductions) 662,937 928,384 900,054 1,505,672 3,952,246
Less distributions (273,803) (496,931) (455,118) (506,660) (79,128) (2,427,936)
Transfers - net 1,984,340 2,348,808 2,507,135 2,714,705 -
Loan activity - net (12,170) (29,019) (88,539) (71,229) 195,612 -
_____________________________________________________________________
Net increase (decrease) 2,361,304 2,751,242 2,863,532 3,642,488 116,484 1,524,310
_____________________________________________________________________
Net assets available for plan
benefits, December 31, 1995 $2,361,304 $2,751,242 $2,863,532 $3,642,488 $658,888 $12,354,608
======================================================================
</TABLE>
<PAGE>
3. INVESTMENTS (CONTINUED)
The current value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
1995 1994
_____________________________
AIM Value Fund - Class A $3,625,772
Automated Government Money Trust Fund 2,351,392
Fidelity Advisors - Income & Growth Fund 2,739,012
PIMCO Advisors Total Return Income Fund 2,852,206
Loans receivable from Plan participants 658,888 $ 542,404
Safety Fund
Pillar Funds - U.S. Treasury (Money Market) 7,204,359
Fixed Income Fund
Pillar Funds - U.S. Treasury (Money Market) 1,039,702
Stock Equity Fund
Pillar Funds - U.S. Treasury (Money Market) 1,363,289
4. TAX STATUS
During 1994, the Plan was amended to conform to the Tax Reform Act of 1986 and
subsequent tax acts. These amendments apply retroactively to the date when the
change in the law under such acts was effective.
The Plan has received a favorable determination letter from the IRS dated
July 27, 1995 that the Plan as amended is qualified under Section 401(a) of the
Internal Revenue Code (IRC) and its related trust is tax exempt under Section
501(a) of the IRC. The Plan is required to operate in accordance with the
provisions of the IRC. The Plan Administrator is not aware of any series of
events that would adversely affect the qualification of the Plan.
5. PARTY-IN-INTEREST TRANSACTIONS
All expenses incurred in the operation and administration of the Plan are borne
by the Plan sponsor, Tops Appliance City, Inc.
The Plan purchased 17,684, 22,325 and 31,850 shares of Tops Appliance City, Inc.
common stock in the public market at an average price of $4.88, $9.08 and
$22.35 per share during the years ended December 31, 1995, 1994 and 1993,
respectively. The Plan sold 33,794 and 4,200 shares of Tops Appliance City,
Inc. common stock at an average price of $4.43 and $8.03 per share during the
years ended December 31, 1995 and 1994, respectively.
6. SUBSEQUENT EVENTS
Distributions payable to participants that elected to withdraw from the Plan
during the fourth quarter of 1995 of approximately $320,000 were paid during
1996.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
Amended and Restated Section 401(k) Salary Savings Plan
and Trust of Tops Appliance City, Inc.
Assets Held for Investment
December 31, 1995
<TABLE>
<CAPTION>
Shares or
Face Current
Amount Cost Value
___________________________________
<S> <C> <C> <C>
MUTUAL FUNDS
AIM Value Fund - Class A 135,675 * $ 3,625,772
Automated Government Money Trust Fund 2,351,392 * 2,351,392
Fidelity Advisors - Income & Growth Fund 174,774 * 2,739,012
PIMCO Advisors Total Return Income 264,239 * 2,852,206
TOPS STOCK FUND
Tops Stock <FN1> 30,415 * 76,038
Money Market 371 * 371
___________
76,409
Loans receivable from plan participants 658,888
___________
$12,303,679
===========
* Historical cost of investments was not provided by the Plan's investment
managers or record-keeper.
<FN1>Tops Appliance City, Inc. is the Plan sponsor.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amended and Restated Section 401(k) Salary Savings Plan
and Trust of Tops Appliance City, Inc.
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
Shares Net
or Purchase Redemption Gain
Description of Assets Units Price Price (Loss)
__________________________________________________________________________________
<S> <C> <C> <C> <C>
Category (i)--Individual transactions
in excess of 5% of Plan assets
AIM Value Fund - Class A $ 72,934 $1,698,643
AIM Value Fund - Class A 35,460 877,993
Automated Government Money Trust Fund 9,962,217 9,962,217
Automated Government Money Trust Fund 1,698,643 1,698,643 $ 1,698,643
Automated Government Money Trust Fund 1,551,730 1,551,730 1,551,730
Automated Government Money Trust Fund 1,371,280 1,371,280 1,371,280
Automated Government Money Trust Fund 1,026,978 1,026,978 1,026,978
Automated Government Money Trust Fund 916,586 916,586 916,586
Automated Government Money Trust Fund 877,993 877,993 877,993
Fidelity Advisor - Income & Growth
Fund 92,905 1,371,280
Fidelity Advisor - Income & Growth
Fund 67,520 1,026,978
Fidelity Advisor - Income & Growth
Fund 125,045 1,860,129 1,893,179 $33,050
Fidelity Advisor - Income & Growth
Fund 114,016 1,733,036
Pillar Funds - U.S. Treasury
Securities Portfolio 1,038,702 1,038,702 1,038,702
Pillar Funds - U.S. Treasury
Securities Portfolio 1,363,289 1,363,289 1,363,289
Pillar Funds - U.S. Treasury
Securities Portfolio 7,553,292 7,553,292 7,553,292
PIMCO Advisors Total Return
Income Fund 150,070 1,551,730
PIMCO Advisors Total Return Income
Fund 85,742 916,586
CATEGORY (III)--SERIES OF
TRANSACTIONS IN EXCESS
OF 5% OF PLAN ASSETS
AIM Value Fund - Class A 161,977 3,968,526
AIM Value Fund - Class A 26,302 612,574 714,758 102,184
Automated Government Money Trust
Fund 11,151,736 11,151,736
Automated Government Money Trust
Fund 8,802,677 8,802,677 8,802,677
Fidelity Advisor - Income & Growth
Fund 331,382 4,994,699
Fidelity Advisor - Income & Growth
Fund 156,608 2,340,201 2,380,327 40,126
Pillar Funds - U.S. Treasury
Securities Portfolio 1,038,702 1,038,702 1,038,702
Pillar Funds - U.S. Treasury
Securities Portfolio 1,363,289 1,363,289 1,363,289
Pillar Funds - U.S. Treasury
Securities Portfolio 7,553,292 7,553,292 7,553,292
PIMCO Advisors Total Return
Income Fund 325,655 3,416,150
PIMCO Advisors Total Return
Income Fund 61,415 635,031 654,699 19,668
</TABLE>
There were no category (ii) or (iv) reportable transactions during 1995.
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-54180) pertaining to the Amended and Restated Section 401(k) Salary
Savings Plan and Trust of Tops Appliance City, Inc. of our report dated July 2,
1996 with respect to the financial statements and schedules of the Amended and
Restated Section 401(k) Salary Savings Plan and Trust of Tops Appliance City,
Inc. included in this Annual Report (Form 11-K) for the year ended
December 31, 1995.
Ernst & Young LLP
MetroPark, New Jersey
July 3, 1996
<PAGE>
Signatures
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrators have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
Amended and Restated Section 401(k)
Salary Savings Plan and Trust of
Tops Appliance City, Inc.
By: Tops Appliance City, Inc.,
Administrator
Date: July 3, 1996 /s/ Rob Gross
________________________
Rob Gross
Vice Chairman
Chief Executive Officer
