<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
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: 0-23270
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
BORROR CORPORATION
RETIREMENT PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
BORROR CORPORATION
5501 FRANTZ ROAD
P.O. BOX 7166
DUBLIN, OHIO 43017-0766
Exhibit Index on Page 17
Page 1 of 18
<PAGE> 2
REQUIRED INFORMATION
The following financial statements and schedules for Borror Corporation
Retirement Plan and Trust which are prepared in accordance with the Employee
Retirement Income Security Act of 1974 are being filed herewith:
Description Page No.
- ----------- --------
Index to Financial Statements Page 5
Audited Financial Statements:
Report of Independent Accountants Page 6
Statements of Net Assets Available for Benefits as Page 7
of December 31, 1995 and December 31, 1994
Statements of Changes in Net Assets Available for Page 8
Benefits for the Years Ended December 31, 1995
and December 31, 1994
Notes to Financial Statements -- December 31, 1995 and 1994 Page 9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Page 15
Purposes as of December 31, 1995
Item 27d - Schedule of Reportable Transactions Page 16
for the Year Ended December 31, 1995
Note: Supplemental schedules required by the Employee Retirement Income
Security Act of 1974 that have not been included herein are not
applicable to Borror Corporation Retirement Plan and Trust.
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
- ----------- ----------- --------
1 Consent of Independent Public Accountants Page 18
2
<PAGE> 3
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 the Plan's behalf by
the undersigned hereunto duly authorized.
BORROR CORPORATION
RETIREMENT PLAN AND TRUST
Date: June 25, 1995 By: */s/ Terry E. George
----------------------------
Terry E. George, Co-Trustee
3
<PAGE> 4
BORROR CORPORATION RETIREMENT PLAN AND TRUST
REPORT ON AUDITS OF FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
4
<PAGE> 5
BORROR CORPORATION RETIREMENT PLAN AND TRUST
INDEX
PAGES
Report of Independent Accountants 6
Financial Statements:
Statements of Net Assets Available for Benefits 7
Statements of Changes in Net Assets Available for Benefits 8
Notes to the Financial Statements 9-14
Supplemental Schedules:
Item 27a--Schedule of Assets Held for Investment Purposes 15
Item 27d--Schedule of Reportable Transactions 16
5
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of
Borror Corporation Retirement Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of Borror Corporation Retirement Plan and Trust as of December 31, 1995 and
1994, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
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.
Columbus, Ohio
May 23, 1996
6
<PAGE> 7
BORROR CORPORATION RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Assets:
Investments at fair market value (cost is $2,883,055 and
$2,921,279 for 1995 and 1994, respectively) $3,158,718 $2,779,300
Cash, bearing interest at money market rates 272,046 16,291
Employer contributions receivable 291,496 274,494
Employee contributions receivable 6,518 6,656
Accrued interest receivable and other 525 3,214
---------- ----------
Net assets available for benefits $3,729,303 $3,079,955
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE> 8
BORROR CORPORATION RETIREMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Additions:
Employee contributions $ 502,994 $ 497,215
Employer contributions 305,826 339,172
Interest and dividend income 6,883 6,772
Net appreciation (depreciation) in the fair value of investments 478,541 (177,279)
Deductions:
Participant benefits (603,051) (524,728)
Administrative expenses (41,845)
----------- -----------
Net additions 649,348 141,152
Net assets available for benefits, beginning of year 3,079,955 2,938,803
----------- -----------
Net assets available for benefits, end of year $ 3,729,303 $ 3,079,955
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE> 9
BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
Borror Corporation (formerly The Borror Corporation) (the Employer)
established Borror Corporation Retirement Plan and Trust (the Plan)
effective July 1, 1985. The Plan is a defined contribution plan intended
to comply with Sections 401(a) and (k) of the Internal Revenue Code.
Effective July 1, 1995, employees are eligible to participate in the Plan
upon the latest of: a) the attainment of age 21; b) the completion of six
months of service; and c) classification as a regular full-time employee,
exclusive of employees for whom retirement benefits have been the subject
of good faith collective bargaining.
Prior to July 1, 1995, employees were eligible to participate in the Plan
upon the attainment of age 21 and the completion of six months and 500
hours of service, exclusive of employees for whom retirement benefits
have been the subject of good faith collective bargaining. Prior to July
1, 1994, employees were eligible to participate in the Plan upon the
attainment of age 21 and the completion of one year of service.
Effective July 1, 1994, the Plan was amended to establish four investment
funds to which participants can direct the investment of their account.
Participants' existing account balances at July 1, 1994, and all
subsequent contributions to their accounts were invested in the funds at
the percentages specified by the participant. The four investment fund
options are the Borror Stock Fund, the Balanced Fund, the Growth Fund and
the Income Fund. The Balanced Fund, Growth Fund and Income Fund are
Huntington Asset Allocation Funds with investments in equity and fixed
income investments. Prior to July 1, 1994, all contributions were
invested in Monitor Money Market Funds and U.S. government obligations
and agencies, as determined by the Trustees of the Plan.
At December 31, 1995, there were approximately 314 employees eligible to
participate in the Plan. Fund-by-fund participation was as follows:
Balanced Fund, 148 participants; Growth Fund, 142 participants; Income
Fund, 109 participants; and Borror Stock Fund, 154 participants.
At December 31, 1994, there were approximately 325 employees eligible to
participate in the Plan. Fund-by-fund participation was as follows:
Balanced Fund, 175 participants; Growth Fund, 165 participants; Income
Fund, 138 participants; and Borror Stock Fund, 185 participants.
9
<PAGE> 10
The Employer is required to make annual retirement contributions to the
Plan from its current or accumulated profits, if any, equal to 2% of the
compensation paid to participants, during the period in which they were
making contributions to the Plan, who are employed on the last day of the
plan year and have at least 1,000 hours of service during a calendar
year. The Employer may make additional annual retirement contributions to
the Plan from its current or accumulated profits, if any, in amounts
determined by it in its sole discretion. The Employer's retirement
contributions to the Plan for each plan year are allocated among those
participants employed by the Employer as of the last day of such plan
year in the ratio that the compensation of each such participant during
the plan year bears to the total compensation received by all such
participants during the plan year.
A participant in the Plan may enter into a salary reduction agreement
with the Employer, authorizing the Employer to withhold a percentage of
such participant's compensation and to contribute such amount to the Plan
on their behalf. If a participant has not authorized the Employer to
withhold at the maximum rate and desires to increase the total amount
withheld for a plan year, such participant may authorize the Employer to
withhold a supplemental amount up to 100% of their compensation for one
or more pay periods. In no event may the sum of the amounts withheld
under the Salary Reduction Agreement plus the supplemental withholding in
any calendar year exceed $9,240. In accordance with Section 401(k) of the
Internal Revenue Code, all amounts withheld from a participant's
compensation in accordance with this section and contributed to their
Salary Reduction Account are not to be included in the gross income of
the participant for federal income tax purposes and are deemed for tax
purposes to be an employee contribution to the Plan.
The Employer is required to make matching contributions to the Plan from
its current or accumulated profits, if any, equal to 25% of the salary
reduction contributions made by participants who are employed on the last
day of the plan year provided, however, that such matching contributions
shall not exceed 1.5% of such participant's compensation for the plan
year, subject to the limitations as published from time to time by the
Internal Revenue Service. In no event may the sum of the amounts credited
to a participant's Salary Reduction Account, Retirement Account and
Matching Contribution Account in any plan year exceed the lesser of 25%
of the participant's compensation for the plan year or $30,000.
Income/Losses on investments are allocated quarterly to the participant's
account based on the ratio of the participant's prior quarterly account
balance plus one half of the participant's current quarterly
contributions less any quarterly distributions/withdrawals to the exact
formula applied to the investment in total. This ratio is multiplied by
the investment's income/loss for the quarter to determine the
participant's allocation.
A participant's interest in their Salary Reduction Account, Rollover
Account, Retirement Account and Matching Contribution Account shall be
fully vested and nonforfeitable at all times.
10
<PAGE> 11
Benefits under the Plan are generally payable upon the earliest
occurrence of a participant's death, disability or retirement at or after
attainment of normal retirement age. On termination of service due to
death, disability or retirement, a participant may elect to receive
either a lump-sum amount equal to the value of the participant's vested
interest in their account, or in equal monthly, quarterly, semiannual or
annual installments over a period not to exceed ten years. For
termination of service due to other reasons, a participant may receive
the value of the vested interest in their account as a lump-sum
distribution. Notwithstanding the foregoing, a participant's Salary
Reduction Account may also be distributed in the event of certain
financial hardships or the attainment of age 55.
The Employer reserves the right at any time to amend or terminate this
Plan or to suspend contributions thereto, provided that no such
amendment, termination or suspension shall have the effect of giving the
Employer any right or interest, or of revoking or diminishing the rights
and interests of any participant in the funds then held by the Trustee.
2. ACCOUNTING POLICIES:
The following is a summary of significant accounting policies followed in
the preparation of the financial statements. The policies conform to
generally accepted accounting principles.
A. INVESTMENT VALUATION AND INCOME RECOGNITION: Investments in the
Employer's common stock, asset allocation funds, money market funds,
and government securities and bonds traded on a national securities
exchange are valued at the last reported sales price on the last
business day of the plan year.
Security transactions are reflected on a trade-date basis.
Income from investments is recorded as earned, on an accrual basis.
In the statements of changes in net assets available for plan
benefits, the Plan presents the net appreciation (depreciation) in the
fair value of its investments, which consists of the net realized
gains or losses and the net unrealized appreciation (depreciation) on
those investments.
B. CONTRIBUTIONS TO THE PLAN: Contributions by the Employer are
accrued and credited based upon amounts as described in Note 1 as of
the end of each plan year.
C. PAYMENT OF BENEFITS: Benefits are recorded when paid. Included as a
component of net assets available for plan benefits at December 31,
1995 and 1994 is $108,874 and $102,787, respectively, for amounts
allocated to accounts of participants who have withdrawn from
participation in the earnings and operations of the Plan, but for
which disbursement has not yet been made. Such amounts are reported as
liabilities on Form 5500 filed with the Department of Labor.
11
<PAGE> 12
D. ADMINISTRATIVE EXPENSES: In the prior year, the employer elected to
pay substantially all of the administrative expenses of the Plan. As
of February 1, 1995, these expenses are being paid by the trustee from
the net assets of the Plan. Approximately $41,845 and $13,000 in
administrative expenses were incurred for the years ended December 31,
1995 and 1994, respectively.
3. INVESTMENTS:
Investments at December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995
---------------------------
INVESTMENTS COST FAIR VALUE
- ------------------------------------------ ---------- ----------
<S> <C> <C>
Huntington Asset Allocation Fund--Balanced $1,130,041 $1,340,544
Huntington Asset Allocation Fund--Growth 690,172 841,307
Huntington Asset Allocation Fund--Income 578,972 669,570
Borror Stock Fund 367,690 191,117
Huntington Monitor Money Market Fund 116,180 116,180
---------- ----------
$2,883,055 $3,158,718
========== ==========
</TABLE>
<TABLE>
<CAPTION>
1994
---------------------------
INVESTMENTS COST FAIR VALUE
- ------------------------------------------ ---------- ----------
<S> <C> <C>
Huntington Asset Allocation Fund--Balanced $1,190,038 $1,178,460
Huntington Asset Allocation Fund--Growth 657,652 658,164
Huntington Asset Allocation Fund--Income 622,028 614,364
Borror Stock Fund 348,774 225,525
Huntington Monitor Money Market Fund 102,787 102,787
---------- ----------
$2,921,279 $2,779,300
========== ==========
</TABLE>
4. PARTICIPANT-DIRECTED INVESTMENTS:
In accordance with the salary reduction provisions of the Plan, each
participant designates the percentage of employer and participant
contributions invested in the following funds:
- Balanced Fund
- Growth Fund
- Income Fund
- Borror Stock Fund
As of January 1, 1996, two additional funds will be available to
participants: the Fidelity Growth Fund and the Huntington Money Market
Fund. The employer contributions receivable at December 31, 1995 was
allocated to the investment options based on contributions made during
the first quarter of 1996.
12
<PAGE> 13
The allocation of net assets at December 31, 1995, and changes in net
assets since January 1, 1995, for each fund is as follows:
<TABLE>
<CAPTION>
HUNTINGTON
FIDELITY MONEY
BALANCED GROWTH FUND INCOME BORROR GROWTH MARKET
FUND FUND STOCK FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning of
year $ 1,296,338 $ 760,184 $ 674,058 $ 246,588
Employer contributions 64,417 99,860 25,358 41,137 $ 9,401 $ 65,653
Employee contributions 169,672 215,699 62,732 54,891
Interest & dividend income 180 137 70 415
Net appreciation (deprecia-
tion) in the fair value
of investments 267,056 190,901 116,058 (95,474)
Participant termination
benefits (226,373) (221,188) (131,621) (23,869)
Administrative expenses (17,862) (10,563) (9,122) (3,844)
Transfers 17,505 (7,112) 2,085 (12,937)
----------- ----------- ----------- ----------- ----------- -----------
Change in net assets 274,595 267,734 65,560 (39,681) 9,401 65,653
----------- ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits, end
of year $ 1,570,933 $ 1,027,918 $ 739,618 $ 206,907 $ 9,401 $ 65,653
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
MONITOR
MONEY
MARKET
FUND TOTAL
<S> <C> <C>
Net assets available for
benefits, beginning of
year $ 102,787 $ 3,079,955
Employer contributions 305,826
Employee contributions 502,994
Interest & dividend income 6,081 6,883
Net appreciation (deprecia-
tion) in the fair value
of investments 478,541
Participant termination
benefits (603,051)
Administrative expenses (454) (41,845)
Transfers 459
----------- -----------
Change in net assets 6,086 649,348
----------- -----------
Net assets available
for benefits, end
of year $ 108,873 $ 3,729,303
=========== ===========
</TABLE>
The allocation of net assets at December 31, 1994, and changes in net
assets since July 1, 1994, the commencement of participant-directed
investments, for each fund is as follows:
<TABLE>
<CAPTION>
BORROR MONITOR MONEY
BALANCED GROWTH FUND INCOME STOCK FUND MARKET FUND
FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Transfers from previous
investment options at
July 1, 1994 $ 1,095,295 $ 555,256 $ 582,847 $ 183,548 $ 254,142 $ 2,671,088
Employer contributions 104,814 95,168 55,074 81,768 336,824
Employee contributions 97,845 109,603 37,423 59,991 304,862
Interest income 6,772 6,772
Net depreciation in the fair
value of investments (1,616) 157 (1,286) (78,719) (81,464)
Participant termination
benefits (158,127) (158,127)
----------- ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits, end
of year $ 1,296,338 $ 760,184 $ 674,058 $ 246,588 $ 102,787 $ 3,079,955
=========== =========== =========== =========== =========== ===========
</TABLE>
13
<PAGE> 14
5. INVESTMENTS:
The following investments at December 31, 1995 and 1994 represent 5% or
more of net assets available for benefits:
<TABLE>
<CAPTION>
1995
---------------------------
INVESTMENTS COST FAIR VALUE
- ------------------------------------------ ---------- ----------
<S> <C> <C>
Huntington Asset Allocation Fund--Balanced $1,130,041 $1,340,544
Huntington Asset Allocation Fund--Growth $ 690,172 $ 841,307
Huntington Asset Allocation Fund--Income $ 578,972 $ 669,570
Borror Stock Fund $ 367,690 $ 191,117
</TABLE>
<TABLE>
<CAPTION>
1994
---------------------------
INVESTMENTS COST FAIR VALUE
- ------------------------------------------ ---------- ----------
<S> <C> <C>
Huntington Asset Allocation Fund--Balanced $1,190,038 $1,178,460
Huntington Asset Allocation Fund--Growth $ 657,652 $ 658,164
Huntington Asset Allocation Fund--Income $ 622,028 $ 614,364
Borror Stock Fund $ 348,774 $ 225,525
</TABLE>
6. TAX STATUS:
The Plan meets the requirements of Sections 401(a), 401(k) and 501(a) of
the Internal Revenue Code, as amended by the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan qualifies as and has been granted
favorable determination of tax-exempt status under Section 501(a).
7. RELATED-PARTY TRANSACTIONS:
The Plan held, at fair value, $191,117 and $225,525 of Borror Corporation
common stock (Employer securities) at December 31, 1995 and 1994,
respectively.
14
<PAGE> 15
BORROR CORPORATION RETIREMENT PLAN AND TRUST
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1995
<TABLE>
<CAPTION>
CURRENT
INVESTMENTS COST VALUE
<S> <C> <C>
Huntington Asset Allocation Fund--Balanced $1,130,041 $1,340,544
Huntington Asset Allocation Fund--Growth 690,172 841,307
Huntington Asset Allocation Fund--Income 578,972 669,570
Borror Stock Fund 367,690 191,117
Huntington Monitor Money Market 116,180 116,180
---------- ----------
$2,883,055 $3,158,718
========== ==========
</TABLE>
15
<PAGE> 16
BORROR CORPORATION RETIREMENT PLAN AND TRUST
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
<TABLE>
<CAPTION>
DESCRIPTION TOTAL DOLLAR TOTAL DOLLAR NET GAIN
NUMBER OF NUMBER OF VALUE OF VALUE OF (LOSS) ON
PURCHASES SALES PURCHASES SALES SALES
<S> <C> <C> <C> <C> <C>
Huntington National Bank Asset Allocation
Fund--Income 26 25 $118,928 $176,510 $ 17,797
Huntington National Bank Asset Allocation
Fund--Growth 28 32 313,613 307,954 40,278
Huntington National Bank Asset Allocation
Fund--Balanced 27 33 289,272 379,998 44,977
</TABLE>
16
<PAGE> 17
BORROR CORPORATION
RETIREMENT PLAN AND TRUST
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1995
INDEX TO EXHIBITS
Exhibit No. Description Page No.
----------- ----------- --------
24 Consent of Independent Public Accountants Page 18
17
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Borror Corporation on Form S-8 (No. 023270) of our report dated May 23, 1996 on
our audits of the statements of net assets available for benefits of Borror
Corporation Retirement Plan and Trust as of December 31, 1995 and 1994 and the
related statements of changes in net assets available for benefits for the years
then ended which report is included in this Form 11-K.
COOPERS & LYBRAND, L.L.P.
Columbus, Ohio
May 23, 1996
18
