-----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, VwuAeVukIvGSHo+4xrn7qpEWQqkqcj0+wXXEcPf7OMLpQSokNiXkzNYV9bl38y86 1qVNsqd/8OJt7LPx6MaTUQ== 0000950109-95-004943.txt : 19951201 0000950109-95-004943.hdr.sgml : 19951201 ACCESSION NUMBER: 0000950109-95-004943 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19951129 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RECREATION CENTERS INC CENTRAL INDEX KEY: 0000005719 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 941441151 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02849 FILM NUMBER: 95597010 BUSINESS ADDRESS: STREET 1: 11171 SUN CENTER DR SUITE 120 CITY: RANCHO COROVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9168528005 MAIL ADDRESS: STREET 1: PO BOX 580 CITY: RANCHO COROVA STATE: CA ZIP: 95741 10-K/A 1 AMENDED FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) For The Fifty-Three Week Fiscal Year Ended May 31, 1995 Commission File Number 0-2849 AMERICAN RECREATION CENTERS, INC. Incorporated in California Federal Employer No. 94-1441151 11171 Sun Center Drive, Suite 120, Rancho Cordova, California 95670 Mailing Address: P. O. Box 580, Rancho Cordova, CA 95741 Registrant's Telephone Number: (916) 852-8005 Securities Registered Pursuant to Section 12 (b) of the Act: None Securities Registered Pursuant to Section 12 (g) of the Act: Common Stock, No Par Value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of Registrant was $32,536,792 based upon the average trading price quoted on the NASDAQ system on August 14, 1995. There are no affiliates within the definition of Rule 405. The number of shares of Registrant's only class of common stock outstanding at fiscal year end was 5,054,259 shares. 1 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a)(1) Financial Statements The financial statements of the Company as set forth under Item 8 of this report on Form 10-K are incorporated herein by reference to the following pages of the 1995 Annual Report to Shareholders: Page in Annual Report** -------- Report of Independent Accountants* 14 Consolidated Balance Sheet at May 31, 1995 and May 25, 1994* 6 Consolidated Statement of Income and Retained Earnings for the three years ended May 31, 1995* 7 Consolidated Statement of Cash Flows for the three years ended May 31, 1995* 8 Notes to Consolidated Financial Statements* 9-13 (a)(2) Financial Statement Schedules Report of Independent Accountants on Financial Statement Schedule for the three years ended May 31, 1995* 18 II - Valuation Reserves* 19 (a)(3) Financial Statements of the American Recreation Centers, Inc. Employee Stock Ownership Plan for the year ended May 31, 1995. * Filed previously. ** Incorporated by reference from the indicated pages of the 1995 Annual Report to Shareholders. All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 2 SIGNATURES Pursuant to the requirement of Sections 13 and 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN RECREATION CENTERS, INC. (Registrant) Dated: November 28, 1995 Robert A. Crist --------------------------------------- Robert A. Crist, President and Chief Executive Officer Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Robert A. Crist November 28, 1995 - ----------------------------------- Robert A. Crist, Principal Executive Officer and Director, President Karen B. Wagner November 28, 1995 - ----------------------------------- Karen B. Wagner, Principal Financial and Accounting Officer, Vice President/Treasurer Robert Feuchter November 28, 1995 - ----------------------------------- Robert Feuchter, Chairman of the Board of Directors G. Gervaise Davis III November 28, 1995 - ----------------------------------- G. Gervaise Davis III, Vice President/Legal and Secretary Stephen R. Chanecka November 28, 1995 - ----------------------------------- Stephen R. Chanecka, Director 3 EX-99.1 2 ESOP FINANCIALS [LOGO APPEARS HERE] American Recreation Centers, Inc. Employee Stock Ownership Plan Financial Statements May 31, 1995 and May 25, 1994 American Recreation Centers, Inc. Employee Stock Ownership Plan Financial Statements Table of Contents - -------------------------------------------------------------------------------- Page Report of Independent Accountants 3 Financial Statements: Statement of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6-9 Supplemental Schedule: Assets Held for Investment at May 31, 1995 (Schedule I) 10 [LETTERHEAD OF PRICE WATERHOUSE LLP APPEARS HERE] Report of Independent Accountants October 27, 1995 To the Administrative Committee and Participants, American Recreation Centers, Inc. Employee Stock Ownership Plan We were engaged to audit the financial statements of American Recreation Centers, Inc. Employee Stock Ownership Plan (the Plan) as of May 31, 1995 and May 25, 1994 and for the years then ended and the schedule as of May 31, 1995, as listed in the accompanying table of contents. These financial statements and the schedule are the responsibility of the Plan's management. As permitted by Section 2520.103-8 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the Plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 6, which was certified by Imperial Trust Company, the trustee of the Plan, except for comparing such information with the related information included in the financial statements and schedule. We have been informed by the Plan administrator that the trustee holds the Plan's investment assets and executes investment transactions. The Plan administrator has obtained a certification from the trustee as of and for the years ended May 31, 1995 and May 25, 1994 that the information provided to the Plan administrator by the trustee is complete and accurate. As more fully described in Note 2 and as permitted under the Department of Labor Rules and Regulations, the Plan prepares its financial statements on a modified cash basis of accounting which is a comprehensive basis of accounting other than generally accepted accounting principles. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and schedule taken as a whole. The form and content of the information included in the financial statements and schedule, other than that derived from the information certified by the trustee, have been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/ Price Waterhouse LLP American Recreation Centers, Inc. Employee Stock Ownership Plan Statement of Net Assets Available for Benefits - --------------------------------------------------------------------------------
May 31, May 25, 1995 1994 Assets Assets held by trustee for investment: Cash, including short-term investment funds $ 260,236 $ 16,339 Common stock of American Recreation Centers, Inc., 686,479 and 737,464 shares, at market 4,934,411 5,070,071 ---------- ---------- 5,194,647 5,086,410 Employer contributions receivable from American Recreation Centers, Inc. 414,306 382,219 ---------- ---------- Total assets 5,608,953 5,468,629 Liabilities Note payable to American Recreation Centers, Inc. -- 53,535 ---------- ---------- Net assets available for benefits $5,608,953 $5,415,094 ========== ==========
See accompanying notes to financial statements. 4 American Recreation Centers, Inc. Employee Stock Ownership Plan Statement of Changes in Net Assets Availaable for Benefits - --------------------------------------------------------------------------------
Fiscal years ended May 31, May 25, 1995 1994 Contribution from American Recreation Centers, Inc. $ 425,000 $ 425,000 Investment income: Cash dividends 167,780 165,277 Interest 5,604 1,290 ---------- ---------- 598,384 591,567 Unrealized appreciation of common stock, net 186,641 723,068 ---------- ---------- 785,025 1,314,635 ---------- ---------- Expenses and distributions: Administrative fees 10,142 11,811 Interest expense 1,070 12,915 Distributions to former participants 579,954 615,761 ---------- ---------- 591,166 640,487 ---------- ---------- Increase in net assets available for benefits 193,859 674,148 Net assets available for benefits, beginning of year 5,415,094 4,740,946 ---------- ---------- Net assets available for benefits, end of year $5,608,953 $5,415,094 ========== ==========
See accompanying notes to financial statements. 5 American Recreation Centers, Inc. Employee Stock Ownership Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 1. Description of Plan The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan is a defined contribution plan covering all employees of American Recreation Centers, Inc. (the Company) who are not covered by a collective bargaining agreement and have met specified age and service requirements. The Plan enables participants to acquire equity interests in the Company. The Plan is designed to comply with Internal Revenue Code Section 4975(e)(7) and the regulations thereunder, and is subject to the applicable provisions of the Employee Retirement Security Act of 1974 (ERISA). The Plan provides for vesting of 20% upon the completion of two years of credited service and additional vesting of 20% per year up to 100% for each additional year of service credited to the participant. Plan participants totaled 1,582 and 1,216 at May 31, 1995 and May 25, 1994. All contributions are made by the Company to the American Recreation Centers, Inc. Employee Stock Ownership Trust (the Trust). Contributions may be paid in cash, common stock of the Company or other qualified property. Common stock and other qualified property are contributed at the fair market value of the property on the date of contribution. Contributions are discretionary and are determined by resolution of the Board of Directors of the Company. Contributions and the income, forfeitures and gains and losses of the Plan are allocated to participants at the end of each fiscal year. The Company is the administrator of the Plan and has appointed an administrative committee to supervise the operations of the Plan. The Company believes that the Plan will continue without interruption, but reserves the right to terminate the Plan at any time. In the event of termination of the Plan, all participants will become fully vested and the assets of the Trust will be distributed to or for the benefit of the participants of the Plan. During the year, the American Recreation Centers, Inc. Employee Stock Ownership Plan (the Plan) was amended and restated to provide for a prohibited transaction exemption under Section 4975(d)(3) of the Internal Revenue Code. This amendment and restatement has a retroactive effective date of June 1, 1989. 2. Summary of Significant Accounting Policies Basis of accounting The accounts of the Plan are maintained on a modified cash basis. Only the employer contributions are accrued. Income and expenses are accounted for on a cash basis. Tax status The Internal Revenue Service has determined and informed the Company by a letter dated November 1987, that the Plan is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Code. The Plan has been amended since receiving that determination letter and the Company was applied for a new determination letter. The Plan 6 American Recreation Centers, Inc. Employee Stock Ownership Plan Notes to Financial Statements - -------------------------------------------------------------------------------- administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. Investment valuation Investments in the common stock of the Company are valued at the average of the last reported sales price and the latest quoted bid price at year-end. Investment transactions and investment income Dividend income is recorded on the payment date. In accordance with the policy of stating investments at fair market value, annual unrealized market appreciation or depreciation of investments is reflected in the statement of changes in net assets available for benefits. Distributions Distributions to participants are based on the value of the Company's common stock at the time of distribution. The common stock is valued at the average of the last reported sales price and the latest quoted bid price on the date of distribution. Such distributions are made by the trustee at least annually but not more frequently than quarterly. Distributions are accounted for on a cash basis for financial statement purposes. This accounting results in a difference between the Plan's financial statements and its Form 5500 filed with the Internal Revenue Service, as benefit obligations are accounted for on an accrual basis for purposes of the Form 5500. The difference of $199,608 and $383,675 at May 31, 1995 and May 25, 1994, represents the accumulated benefit obligation on Form 5500. Expenses of the Plan Direct expenses incurred in the administration of the Plan and the trust are paid by the Plan. No indirect expenses are allocated to the Plan by the Company. 7 American Recreation Centers, Inc. Employee Stock Ownership Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 3. Common Stock of American Recreation Centers, Inc. Common stock of the Company held by the Plan comprised the following:
May 31, 1995 Allocated Unallocated Total Number of Shares 686,479 -- 686,479 ---------- ----------- ---------- Cost $3,587,277 -- $3,587,277 ========== =========== ========== Market $4,934,411 -- $4,934,411 ========== =========== ========== May 25, 1994 Allocated Unallocated Total Number of Shares 725,755 11,709 737,464 ---------- ----------- ---------- Cost $3,714,863 $ 56,350 $3,771,213 ========== =========== ========== Market $4,989,572 $ 80,499 $5,070,071 ========== =========== ==========
The unallocated shares represent Company common stock held in trust for the benefit of Plan participants. The stock was purchased by the Plan using the proceeds of a loan from the Company (Note 4). Shares of the stock are allocated to participants based upon the ratio of the payments of principal and interest on the note payable to the Company during the Plan year, to the total payments of principal and interest over the remaining term of the loan. During fiscal 1995 the loan was paid off, resulting in all the unallocated stock being allocated to the participants. 4. Note Payable to American Recreation Centers, Inc. The Company had a note payable to a bank of which the original proceeds were loaned to the Plan. The Plan used the proceeds to acquire shares of the Company's common stock. The Plan's note payable to the Company and the Company's bank loan had similar terms. In August 1994, the loan balance was paid in full. Proceeds for the payments were obtained from Company contributions and cash dividends received. 8 American Recreation Centers, Inc. Employee Stock Ownership Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 5. Contributions For fiscal year ended May 25, 1994, the Company made a cash contribution of $425,000. At May 31, 1995, the Company had authorized a contribution to the Plan of $425,000; however, the Company has not yet determined whether this contribution will be made in the form of cash or common stock of the Company. The Company has until December 15, 1995 to make this determination. 6. Financial Data Certified by the Trustee The financial statements and schedule appearing on pages 4, 5, and 10 of this report were prepared from financial data certified by the trustee, Imperial Trust Company, in accordance with Section 2520.103-5 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. 9 American Recreation Centers, Inc. Employee Stock Ownership Plan Assets Held for Investment at May 31, 1995 Schedule I - --------------------------------------------------------------------------------
Description Current Identity of Issue of Investment Cost Value American Recreation Centers, Inc. 686,479 shares $3,587,277 $4,934,411 Short-term investment funds 260,200 units 260,200 260,200 ---------- $5,194,611 ==========
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