-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VeGxGHzmMpWYXsPUFob0XwiaURzdWGTn3zRRBWdsQ1h1yKmQgiN3X3EEdM/7YxHK 51oFsJFqvrjB4didUOHX0w== 0000205219-97-000012.txt : 19970626 0000205219-97-000012.hdr.sgml : 19970626 ACCESSION NUMBER: 0000205219-97-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970625 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRC HOLDINGS INC CENTRAL INDEX KEY: 0000205219 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 751533071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08615 FILM NUMBER: 97629658 BUSINESS ADDRESS: STREET 1: 1111 W MOCKINGBIRD LN STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146881800 MAIL ADDRESS: STREET 1: 1111W MOCKINGBIRD LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75247 FORMER COMPANY: FORMER CONFORMED NAME: BUSINESS RECORDS CORPORATION HOLDING CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CRONUS INDUSTRIES INC DATE OF NAME CHANGE: 19900813 11-K 1 P-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 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 0-8615 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: Business Records Corporation 401(k) Retirement Savings Plan and Trust B. Name of the issuer of the securities held pursuant to the Plan and the address of its principal executive office: BRC Holdings, Inc. 1111 West Mockingbird Lane Suite 1400 Dallas, Texas 75247 P-2 The Index to Exhibits appears on Page 16. REQUIRED INFORMATION The financial statements listed in the accompanying index on page 3 are filed as part of this Form 11-K. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized. BUSINESS RECORDS CORPORATION 401(k) RETIREMENT SAVINGS PLAN AND TRUST By Administrative Committee appointed pursuant to the Plan: Thomas E. Kiraly Chief Financial Officer Lisa A. Wigger Corporate Controller Michael D. Collins Director - Employee Benefits, Cash Management and Investments Jeannine C. Wright Vice President Date: June 25, 1997 P-3 BUSINESS RECORDS CORPORATION 401(k) RETIREMENT SAVINGS PLAN AND TRUST INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page Report of Independent Accountants - Price Waterhouse LLP 4 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995 5 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1996 6 Notes to Financial Statements 7 Supplemental Schedules: * Schedule I - Line 27a - Schedule of Assets Held for Investment Purposes 15 Schedule II - Line 27d - Schedule of Reportable Transactions 16 *All other schedules have been omitted because they are not applicable, are not required, or the information required to be set forth therein is included in the financial statements or the accompanying notes. P-4 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of Business Records Corporation 401(k) Retirement Savings Plan and Trust In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the net assets available for plan benefits of the Business Records Corporation 401(k) Retirement Savings Plan and Trust at December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996 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 reason- able 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in the supplemental schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The fund information presented in Note H is for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and the 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. Price Waterhouse LLP Dallas, Texas May 30, 1997 P-5 BUSINESS RECORDS CORPORATION 401(k) RETIREMENT SAVINGS PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1996 1995 ASSETS: Investments, at market (Note E) $20,448,934 $17,893,643 Interest receivable 6,125 82,375 Contributions receivable 199,195 250,343 Total assets 20,654,254 18,226,361 LIABILITIES: Other payables (64,056) (35,638) NET ASSETS AVAILABLE FOR PLAN BENEFITS $20,590,198 $18,190,723 See notes to financial statements. P-6 BUSINESS RECORDS CORPORATION 401(k) RETIREMENT SAVINGS PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1996 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions: Participants $ 2,669,584 Employer 612,264 3,281,848 Investment income: Dividends 1,135,724 Interest 203,839 Net realized and unrealized gains/(losses) 898,909 Total additions 5,520,320 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawals by participants (3,108,298) Fund management expenses (12,547) Total deductions (3,120,845) Net increase in Plan assets 2,399,475 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 18,190,723 End of year $20,590,198 See notes to financial statements. P-7 BUSINESS RECORDS CORPORATION 401(k) RETIREMENT SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS Year Ended December 31, 1996 NOTE A - DESCRIPTION OF THE PLAN The following description of the Business Records Corporation 401(k) Retirement Savings Plan and Trust (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan is a nondiscriminatory retirement and savings plan for all full-time and part-time employees of BRC Holdings, Inc. and subsidiaries (the "Company" or "BRC") who elect to participate and have completed at least six months of service. Employees covered by a collective bargaining agreement are excluded from participation in the Plan if retirement benefits were the subject of good faith bargaining between the employees' representative and the employer and if the agreement does not require the employer to include such employees in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions Participating employees may elect to make salary reduction contributions to the Plan of up to fifteen percent of annual compensation, as defined by the Plan. The Company is required to make minimum contributions to the Plan in an amount equal to thirty-five percent of employee salary reduction contri- butions up to six percent of compensation. The Company may, at its discretion, make additional contributions. Employees contributing at the rate of six percent may elect to increase their salary reduction contributions up to an additional nine percent, which is not matched by the Company. Total individual employee contributions may not exceed the maximum dollar per year limit established by the Internal Revenue Code. The Tax Reform Act of 1986 limits the employer contributions made to the Plan for highly compensated employees. Therefore, the limit on the maximum percentage of compensation of certain highly compensated employees (as defined in Section 414(q) of the Internal Revenue Code) that may be contributed to the Plan may be decreased from time to time as the Administrative Committee determines. Vesting Participants are immediately vested in their employee contributions plus actual earnings thereon. Vesting of employer contributions is graduated based on years of service. A participant is 100% vested after five years of service. Payment of Benefits Upon termination of service, participants who are 100% vested may elect to receive either a lump-sum amount equal to the value of their accounts or periodic payments of substantially equal installments at least annually. P-8 Expenses and Forfeitures Forfeitures are used to reduce the Company's contributions to the Plan. Forfeitures were $79,005 in 1996. The Plan requires that the Company pay all administrative fees and expenses related to the Plan. Amendments Effective December 31, 1996, the Board of Directors of the Company approved the merger of the Clinical Resource Systems, Inc. ("CRS") 401(k) Plan previously adopted by CRS, a subsidiary of the Company, into the Plan. As a result of that merger, BRC assumed the liabilities of the CRS 401(k) Plan. In addition, the Board of Directors of the Company approved the participation of eligible employees of The Pace Group, Inc., a subsidiary of the Company, to participate in the Plan. All contributions to The Pace Group, Inc. 401(k) Profit Sharing Plan ceased effective December 31, 1996. Effective January 1, 1997, the Plan was amended to address the sale of the Company's Election Business to American Information Systems, Inc. ("AIS"). This amendment provides employees of BRC transferring to AIS credit for employment at AIS for the purpose of determining the vested interest in the Company contribution and matching contribution accounts as if it was employ- ment at the Company and applying the provisions of the Plan. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Basis The financial statements of the Plan are prepared in accordance with generally accepted accounting principles. Since the assets are stated at market value, unrealized appreciation and depreciation of the assets are reflected in the asset balances. Use of 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. Investments and Investment Income The investment in the Company's common stock is valued at the closing price of the stock on the last business day of the year. Investments in the equity funds and the fixed income fund are valued at their quoted market prices on the last business day of the year. Investments in the guaranteed investment contract fund are recorded at cost which approximates market value. Purchases and sales of securities are reflected on a trade-date basis. The statement of changes in net assets available for plan benefits includes net unrealized appreciation or depreciation for the year on investments held at the end of the year. Any realized gain or loss on sales of investments is based on cost adjusted for unrealized appreciation or depreciation at the beginning of the year. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on the accrual basis. P-9 NOTE C - NUMBER OF PARTICIPANTS There were 934 participants in the Plan on December 31, 1996. NOTE D - TAX STATUS The Plan complies with federal requirements under ERISA and these financial statements are substantially identical to those prepared for inclusion in the annual report to be filed with the Department of Labor. The Internal Revenue Service has determined and informed the Company by a letter dated June 11, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. NOTE E - INVESTMENTS All investments are held by the Trustee under a trust agreement dated October 1, 1994. The Trustee has authority for the purchase and sale of investments. The Plan provides that employer and employee contributions shall be invested in any one of five different investment funds. The investment funds available are as follows: BRC Stock Fund, Magellan Fund, Growth and Income Fund, Guaranteed Investment Contract Fund (GIC) and Fixed Income Bond Fund. There were no material changes during the year in investment policy of the Plan with respect to the kind of securities or other investments in which the funds held under the Plan may be invested. A separate account is maintained for each participant within each fund. The account balances for participants are adjusted quarterly for: (a) participant contributions; (b) participant's share of employer contributions; (c) income; and (d) realized and unrealized gains and losses determined by the percentage which the participant's account balance at the beginning of the quarter bears to the total of all participants' account balances at that date. P-10 The fair values of individual investments that represent 5% or more of the Plan's net assets are as follows: Shares, Units or December 31, 1996 Face Amount Value BRC Holdings, Inc. Common Stock 121,019 $5,415,600 Fidelity Growth and Income Fund 174,114 $5,350,528 Fidelity Magellan Fund 64,686 $5,216,950 Fidelity Intermediate Bond Fund 95,984 $ 967,517 Wells Fargo Stable Asset Fund 3,134,366 $3,134,366 Shares, Units or December 31, 1995 Face Amount Value BRC Holdings, Inc. Common Stock 123,971 $4,896,854 Fidelity Growth and Income Fund 146,718 $3,968,728 Fidelity Magellan Fund 54,233 $4,662,973 Fidelity Intermediate Bond Fund 88,833 $ 924,750 First Interstate Bankers GIC Fund 3,121,962 $3,121,962 NOTE F - TERMINATION OF THE PLAN While the Company has not expressed any intent to discontinue the Plan, the Company, by action of the Board of Directors, may terminate the Plan. In the event the Plan is terminated, the participants become fully vested and the net assets of the trust fund are distributed to the participants in proportion to their account balances. NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1996 Net assets available for benefits per the financial statements $20,590,198 Amounts allocated to withdrawing participants (269,567) Net assets available for benefits per the Form 5500 $20,320,631 P-11 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: December 31, 1996 Benefits paid to participants per the financial statements $3,108,298 Add: Amounts allocated to withdrawing participants at December 31, 1996 269,567 Benefits paid to participants per the Form 5500 $3,377,865 Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. P-12 NOTE H - FUND INFORMATION Statement of Net Assets Available for Plan Benefits with Fund Information
Participant Directed BRC Fixed Stock Magellan Growth and GIC Income December 31, 1996 Total Fund Fund Income Fund Fund Fund ASSETS: Investments, at market $20,448,934 $5,415,888 $5,217,138 $ 5,719,106 $3,134,475 $962,327 Interest receivable 6,125 47 474 339 52 5,213 Contributions receivable 199,195 26,326 62,187 70,447 24,923 15,312 Total assets 20,654,254 5,442,261 5,279,799 5,789,892 3,159,450 982,852 LIABILITIES: Other payables (64,056) (11,233) (21,673) (19,786) (9,694) (1,670) Net Assets Available for Plan Benefits $20,590,198 $5,431,028 $5,258,126 $ 5,770,106 $3,149,756 $981,182 Participant Directed BRC Fixed Stock Magellan Growth and GIC Income December 31, 1995 Total Fund Fund Income Fund Fund Fund ASSETS: Investments, at market $17,893,643 $4,975,445 $4,742,518 $ 4,039,368 $3,163,804 $972,508 Interest receivable 82,375 171 76 76,553 41 5,534 Contributions receivable 250,343 28,068 87,634 74,582 38,477 21,582 Total assets 18,226,361 5,003,684 4,830,228 4,190,503 3,202,322 999,624 LIABILITIES: Other payables (35,638) (6,034) (9,849) (12,220) (5,373) (2,162) Net Assets Available for Plan Benefits $18,190,723 $4,997,650 $4,820,379 $ 4,178,283 $3,196,949 $997,462 P-13 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information Participant Directed BRC Fixed Stock Magellan Growth and GIC Income December 31, 1996 Total Fund Fund Income Fund Fund Fund ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions: Participants $ 2,669,584 $ 427,339 $ 845,109 $ 820,840 $ 379,411 $ 196,885 Employer 612,264 104,467 200,540 187,662 77,550 42,045 3,281,848 531,806 1,045,649 1,008,502 456,961 238,930 Investment income: Dividends 1,135,724 --- 819,612 258,059 --- 58,053 Interest 203,839 1,068 4,108 1,133 191,314 6,216 Net realized and unreal- ized gains/ (losses) 898,909 602,526 (263,771) 591,291 --- (31,137) Total additions 5,520,320 1,135,400 1,605,598 1,858,985 648,275 272,062 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Withdrawals by participants (3,108,298) (545,110) (811,425) (926,417) (601,795) (223,551) Transfers by participants 0 (156,912) (356,426) 659,256 (81,126) (64,792) Fund management expenses (12,547) --- --- --- (12,547) --- Total deductions (3,120,845) (702,022) (1,167,851) (267,161) (695,468) (288,343) Net increase in Plan assets 2,399,475 433,378 437,747 1,591,824 (47,193) (16,281) NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 18,190,723 4,997,650 4,820,379 4,178,283 3,196,949 997,462 End of year $20,590,198 $5,431,028 $5,258,126 $5,770,107 $3,149,756 $ 981,181
P-14 SUPPLEMENTAL SCHEDULES P-15 BUSINESS RECORDS CORPORATION 401(k) RETIREMENT SAVINGS PLAN AND TRUST LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1996
Description of invest- ment including maturity Identity of issues, date, rate of interest, borrower, lesser or collateral, par, or Current similar party maturity value Cost value *BRC Holdings, Inc. Common stock $ 2,248,297 $ 5,415,600 Fidelity Growth and Invests primarily in equity Income Fund securities seeking a combination 4,197,847 5,350,528 of current income and capital appreciation Fidelity Magellan Fund Growth fund - long-term investment 4,759,585 5,216,950 in primarily equity securities *Wells Fargo Stable High quality fixed income and Asset Fund money market securities 3,134,366 3,134,366 Fidelity Intermediate Investment grade debt securities - Bond Fund average maturity of three to ten 985,542 967,517 years Fidelity Institutional United States government - backed Cash Government #57 securities Fund 369,301 369,301 Cash (5,328) (5,328) $15,689,610 $20,448,934 *Party-in-interest
P-16 BUSINESS RECORDS CORPORATION 401(k) RETIREMENT SAVINGS PLAN AND TRUST LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS Year Ended December 31, 1996
Current Expense value of incurred asset on Identity of Description Purchase Selling Lease with Cost of transaction Net gain party involved of asset price price rental transaction asset date or (loss) Various BRC Holdings, Inc Common Stock $ 483,255 --- --- --- $ 483,255 $ 483,255 --- Various BRC Holdings, Inc. Common Stock --- $ 564,412 --- --- 280,606 564,412 $283,806 Fidelity Fidelity Magellan Fd #21 1,961,300 --- --- --- 1,961,300 1,961,300 --- Fidelity Fidelity Magellan Fd #21 --- 1,106,826 --- --- 1,049,701 1,106,826 57,125 Various Bankers GIC Fund 631,505 --- --- --- 631,505 631,505 --- Various Bankers GIC Fund --- 619,101 --- --- 619,101 619,101 --- Fidelity Fidelity Growth & Income Fd #027 1,926,285 --- --- --- 1,926,285 1,926,285 --- Fidelity Fidelity Growth & Income Fd #027 --- 1,113,851 --- --- 909,051 1,113,851 204,800 Fidelity Fidelity Instit. Gov't #57 5,662,758 --- --- --- 5,662,758 5,662,758 --- Fidelity Fidelity Instit. Gov't #57 --- 5,453,642 --- --- 5,453,642 5,453,642 ---
P-17 INDEX TO EXHIBITS Page 1. Consent of Price Waterhouse LLP........ 18 P-18 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of the Business Records Corporation 401(k) Retirement Savings Plan and Trust of Cronus Industries, Inc. of our report dated May 30, 1997 appearing on page 4 of this Form 11-K. Price Waterhouse LLP Dallas, Texas June 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----