-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CFnXs05kNuPHePAKpzVepHEzJ0kIx0ey8HEcuDAUAuFXq6rLalA7tJ8GET2yXyjS KZL35AjdOPGQD4OqMj0P1A== 0000070538-95-000022.txt : 199507170000070538-95-000022.hdr.sgml : 19950717 ACCESSION NUMBER: 0000070538-95-000022 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950714 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SERVICE INDUSTRIES INC CENTRAL INDEX KEY: 0000070538 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 580364900 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03208 FILM NUMBER: 95553983 BUSINESS ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048531000 MAIL ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 11-K 1 ZEP MFG CO PROF SHAR/401(K) RET PLAN Page 1 of 12 Exhibit Index on Page 2 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (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, 1994 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 1- 3208 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Zep Manufacturing Company Profit Sharing/ 401(k) Retirement Plan B. Name of issuer of the securities held pursuant to the plan and the address of the principal executive office: National Service Industries, Inc. 1420 Peachtree Street, NE Atlanta, Georgia 30309 Page 2 REQUIRED INFORMATION The following documents are filed as a part of this report: 1. Financial Statements Plan financial statements prepared in accordance with the financial reporting requirements of ERISA include the following: Report of Independent Public Accountants Statements of Net Assets Available for Plan Benefits as of December 31, 1994 and December 31, 1993 Statements of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1994 and the Four-Month Period Ended December 31, 1993. Notes to Financial Statements 2. Exhibits Sequentially Numbered The following exhibit is filed with this report: Page 23 Consent of Arthur Andersen LLP 12 SIGNATURES 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. Zep Manufacturing Company Profit Sharing/ 401(k) Retirement Plan Date: July 13, 1995 By: National Service Industries, Inc. Plan Administrator By: /s/ D. Raymond Riddle Name: D. Raymond Riddle Title: President and Chief Executive Officer Page 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of ZEP Manufacturing Company Profit-Sharing 401(k) Retirement Plan: We have audited the accompanying statements of net assets available for benefits of ZEP MANUFACTURING COMPANY PROFIT-SHARING 401(k) RETIREMENT PLAN as of December 31, 1994 and 1993 and the related statements of changes in net assets available for benefits for the year ended December 31, 1994 and the four-month period ended December 31, 1993. 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 ZEP Manufacturing Company Profit-Sharing 401(k) Retirement Plan as of December 31, 1994 and 1993 and the changes in net assets available for benefits for the year ended December 31, 1994 and the four-month period ended December 31, 1993 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 Fund information in the statement of changes in net assets available for benefits is presented for the purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. The Fund information has 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/ Arthur Andersen LLP Arthur Andersen LLP Atlanta, Georgia July 5, 1995 Page 4 ZEP MANUFACTURING COMPANY PROFIT-SHARING 401(K) RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 AND 1993 1994 1993 RECEIVABLES Employer .......................... $ 0 $ 0 Employee .......................... 273,597 0 Total receivables ....... 273,597 0 INVESTMENTS, at market value (Note 1): Stable Value Fund ................. 29,522,580 0 Balanced Fund ..................... 17,724,586 0 Loans to participants ............. 2,421,818 0 Diversified Equity Fund ........... 17,026,627 0 NSI Stock Fund .................... 3,710,350 5,923,897 NSI DC Fixed Income Fund .......... 0 40,253,727 NSI DC ZEP Equity Fund ............ 0 20,253,321 Total investments ....... 70,405,961 66,430,945 NET ASSETS AVAILABLE FOR BENEFITS .... $70,679,558 $66,430,945 Page 5 ZEP MANUFACTURING COMPANY PROFIT-SHARING 401(k) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994 AND THE FOUR MONTH PERIOD ENDED DECEMBER 31, 1993 Diversified Stable NSI Balanced Equity Value Stock Fund Fund Fund Fund NET ASSETS AVAILABLE FOR BENEFITS, August 31, 1993 .................... $ 0 $ 0 $ 0 $ 5,895,000 CONTRIBUTIONS ...................... 0 0 0 0 NET GAIN FROM INVESTMENTS .......... 0 0 0 28,897 BENEFIT PAYMENTS ................... 0 0 0 0 OTHER .............................. 0 0 0 0 NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1993 .................. 0 0 0 5,923,897 CONTRIBUTIONS ...................... 1,489,545 1,872,239 1,632,958 379,698 NET GAIN FROM INVESTMENTS .......... 416,897 (220,545) 2,508,568 329,836 BENEFIT PAYMENTS ................... (282,977) (110,918) (3,286,005) (69,940) ADMINISTRATIVE EXPENSES ............ (6,975) 0 (4,175) 0 INTRAPLAN TRANSFERS/TRANSFERS TO ZEP CONTRACT EMPLOYEE PLAN ............. 16,185,963 15,587,575 28,742,871 (2,830,771) OTHER .............................. 0 0 0 0 NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1994 .................. $17,802,453 $ 17,128,351 $ 29,594,217 $ 3,732,720 NSI DC ZEP Fixed Loan Equity Income Fund Fund Fund Total NET ASSETS AVAILABLE FOR BENEFITS, August 31, 1993 .................... $ 0 $ 19,583,591 $ 39,153,272 $ 64,631,863 CONTRIBUTIONS ...................... 0 1,176,449 0 1,176,449 NET GAIN FROM INVESTMENTS .......... 0 290,617 1,100,455 1,419,969 BENEFIT PAYMENTS ................... 0 (862,370) 0 (862,370) OTHER .............................. 0 65,034 0 65,034 NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1993 .................. 0 20,253,321 40,253,727 66,430,945 CONTRIBUTIONS ...................... 0 0 0 5,374,440 NET GAIN FROM INVESTMENTS .......... 84,752 1,344 2,300 3,123,152 BENEFIT PAYMENTS ................... (7,875) (448,249) 0 (4,205,964) ADMINISTRATIVE EXPENSES ............ 0 0 0 (11,150) INTRAPLAN TRANSFERS/TRANSFERS TO ZEP CONTRACT EMPLOYEE PLAN .......... 2,279,662 (19,806,416) (40,256,027) (97,143) OTHER .............................. 65,278 0 0 65,278 NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1994 .................. $ 2,421,817 $ 0 $ 0 $ 70,679,558
The accompanying notes are an integral part of these statements. Page 6 ZEP MANUFACTURING COMPANY PROFIT-SHARING 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accounts of the ZEP Manufacturing Company Profit Sharing 401(k) Retirement Plan (the "Plan") of ZEP Manufacturing Company (the "Company"), a division of National Service Industries, Inc. ("NSI"), are maintained by the trustee on the cash basis of accounting. The accompanying financial statements have been prepared using the accrual method of accounting by application of memorandum entries. Investment in NSI Defined Contribution Master Trust Fund Beginning January 1, 1994, a portion of the Plan's assets were invested in a Defined Contribution Master Trust Fund ("DC Master Trust"). Investments of the DC Master Trust are reflected at market values determined by the custodian from publicly stated price information. These investments are subject to certain administrative guidelines and limitations as to type and amount of securities held. Certain fund assets are allocated to selected independent investment managers to invest under the general DC Master Trust guidelines. Summarized financial information of the DC Master Trust for 1994 is presented as follows: Interest and dividend income ......................... $ 6,119,451 Net appreciation (depreciation) in market value ...... (387,149) Investment management fees ........................... (221,747) Net gain from investments in the NSI DC Master Trust . $ 5,510,555 Allocation to NSI plans: ZEP Manufacturing Retirement Plan .................... $ 3,123,152 All other NSI plans .................................. 2,387,403 Total .............................................. $ 5,510,555 Page 7 NSI DC Master Trust Investments: Equity investment funds .............................. $ 66,145,415 Guaranteed investment contracts ...................... 52,672,980 Loans receivable ..................................... 5,145,365 NSI common stock ..................................... 4,925,868 Master notes ......................................... 3,343,227 Cash ................................................. 0 132,232,855 Accrued interest income .............................. 74,167 Due to broker ........................................ (149,089) Receivables .......................................... 7,738 Total investments .................................. $ 132,165,671 Allocation to NSI plans based on participant balances: ZEP Manufacturing Retirement Plan .................... $ 70,405,961 All other NSI plans .................................. 61,759,710 Total ............................................... $ 132,165,671 Investment in NSI Defined Contribution Fixed Income Fund As of January 1, 1993, a portion of the Plan's assets were commingled in a Defined Contribution Fixed Income Fund (DC Fixed Income Fund) together with the assets of certain profit sharing plans of other NSI divisions. Investments of the DC Fixed Income Fund are reflected at market values determined by the custodian from publicly stated price information. These investments are subject to certain administrative guidelines and limitations as to type and amount of securities held. Certain fund assets are allocated to selected independent investment managers to invest under the general DC Fixed Income Fund guidelines. Summarized financial information of the DC Fixed Income Fund for the four month period ended December 31, 1993 is presented as follows: Interest and dividend income ......................... $ 1,464,731 Investment management fees ........................... (6,775) Net gain from investments in the NSI DC fixed income fund .................................... $ 1,457,956 Page 8 Allocation to NSI plans: ZEP Manufacturing Company profit ..................... $ 1,100,455 All other NSI plans .................................. 357,501 Total .............................................. $ 1,457,956 DC fixed income fund investments at December 31, 1993: Guaranteed investment contracts ...................... $ 36,541,338 Master notes ......................................... 16,618,541 Cash ................................................. 22,953 Accrued investment income ............................ 9,817 Total investments .................................. $ 53,192,649 Allocation to NSI Plans, based on participant balances, at December 31, 1993: ZEP Manufacturing Company Profit-Sharing 401(k) Retirement Plan...... $40,253,727 75.68% All other NSI plans ....................... 12,938,922 24.32 $53,192,649 100.00% Investment in NSI Defined Contribution ZEP Equity Fund As of January 1, 1993, a portion of the Plan's assets were placed in the Defined Contribution ZEP Equity Fund (DC ZEP Equity Fund) together with the assets of ZEP Manufacturing Company Profit Sharing 401(k) Retirement Plan. Investments of the DC ZEP Equity Fund are reflected at market values determined by the custodian from publicly stated price information. These investments are subject to certain administrative guidelines and limitations as to type and amount of securities held. Certain fund assets are allocated to selected independent investment managers to invest under the general DC ZEP Equity Fund guidelines. Summarized financial information of the DC ZEP Equity Fund for the four-month period ended December 31, 1993 is presented as follows: Interest and dividend income ....................... $ 405,744 Net realized and unrealized (depreciation) appreciation in market value of investments ........ (90,708) Investment management fees ......................... (2,412) Net gain from investments in the DC ZEP equity fund during the period .................................. $ 312,623 Page 9 Allocation to NSI plans: ZEP Manufacturing Company Profit-Sharing 401(k) Retirement Plan .................................... $ 290,617 ZEP Manufacturing Company Profit-Sharing 401(k) Retirement Plan for Contract Employees ............. 22,006 Total ............................................ $ 312,623 DC ZEP Equity Fund Investments at December 31, 1993: Common stock ....................................... $ 0 Master note ........................................ 199,058 Receivable from pending sales ...................... 21,474,407 Total investments ................................ $ 21,673,465 Allocation to NSI Plans, based on participant balances, at December 31, 1993: ZEP Manufacturing Company Profit-Sharing 401(k) Retirement Plan ............................... $20,253,321 93.45% ZEP Manufacturing Company Profit-Sharing 401(k) Retirement Plan for Contract Employees ........ 1,420,144 6.55 $21,673,465 100.00% Investment in NSI Common Stock As of December 31, 1994, approximately 5% of the Plan's net assets were invested in common stock of NSI, a party-in-interest. The Plan's investment in NSI common stock was reflected at market value in the accompanying financial statements. Tax Status The Plan has not received a favorable determination letter from the Internal Revenue Service. However, the plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the plan administrator believes that the Plan was tax-exempt as of December 31, 1994. 2. TRUST AGREEMENT Under a trust agreement dated September 1, 1993, as amended, Wachovia Bank of Georgia, N.A. was appointed trustee of the NSI Defined Contribution Plans Master Trust (which includes the DC Fixed Income Fund, DC ZEP Equity Fund and Common Stock discussed in Note 1). Certain officers of NSI were appointed administrators of the Plan's assets together with the income derived therefrom. Prior to September 1, 1993, the assets of the Plan were included in the NSI General Retirement Trust (GRT). Under a trust agreement dated March 1, 1978, certain officers of NSI were appointed trustee of the GRT and were administrators of the Plan's assets and Wachovia Bank of Georgia was the custodian. Page 10 3. PLAN DESCRIPTION The following brief description of the Plan is provided for informational purposes only. Participants should refer to the Plan agreement for more complete information. The Plan was established as a spin-off from the ZEP Manufacturing Company Profit Sharing Retirement Plan (the "Prior Plan") to cover all eligible hourly paid employees represented by a collective bargaining unit. The Plan is a voluntary, defined contribution plan covering all union employees of the Company, who have attained the age of 21, with at least six months of service, as defined. Participants may contribute between 1% and 10% of before-tax compensation but not to exceed $8,994 (or such larger amount as may be determined by the Secretary of Treasury) for any participant in any calendar year. Contributions are made by the Company in an amount equal to the same percentage of compensation of participants under this Plan as employer contributions to the Prior Plan bears to the total compensation of the eligible employees who are participants under the Prior Plan. The Company contributes 5% of net profits, as defined. The total of these amounts can be increased for any additional discretionary amount determined by the Board of Directors of NSI. The maximum compensation with respect to any participant for purposes of employer contributions to the Plan is $40,000. During December 1993, the Plan was amended and restated to allow participant directed investments effective January 1, 1994. In addition, the Plan year end was changed from August 31 to December 31. Thus, the accompanying financial statements are for the year ended December 31, 1994 and the four month period in the short plan year ended December 31, 1993. The Plan, as amended and restated, does not permit employer contributions during the short plan year. Non-vested employer contributions are forfeited upon withdrawal or termination, as defined, from the Plan and are allocated to remaining participants. Vesting of employer contributions occurs on an increasing scale ranging from 20% vesting after three years of service, as defined, to 100% vesting after seven years of service. Participants are always fully vested in their individual contributions. Although the Company intends for the Plan to be permanent, the Plan provides that the Company has the right to discontinue contributions or to terminate the Plan at any time. In the event of termination, each participant shall be vested with the balance of his account and his proportionate share of any future adjustments or forfeitures. Page 11 4. PLAN INVESTMENT OPTIONS The separate investment funds made available under the Plan may be changed, eliminated, or modified from time to time by the Investment Committee. The separate investment funds offered by the Plan are as follows: * Diversified Equity Fund-This fund is a diversified stock fund designed to invest in a broad range of common stocks providing capital growth. * Stable Value Fund This is a fixed income fund which is designed to provide a steady level of current income while focusing on preservation of capital. * Balanced Fund-This fund is invested in a changing mix of high-quality stocks and bonds. The fund is designed to provide capital growth and current income while limiting the risk of principal loss. * NSI Stock Fund-This fund is invested in NSI common stock, although it may hold other short-term investments from time to time. 5. PLAN MERGER Effective January 1, 1995, the ZEP Manufacturing Company Profit Sharing 401(k) Retirement Plan for Contract Employees (the "ZEP Plan") was merged into the ZEP Manufacturing Company Profit Sharing 401(k) Retirement Plan (the "Plan"). In connection with such merger, all of the assets and liabilities of the ZEP Plan were transferred to the Plan. All participants of the ZEP Plan shall be eligible to participate in the Plan. EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Page 12 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into National Service Industries, Inc.'s previously filed Registration Statement covering the Zep Manufacturing Company Profit Sharing/401(k) Retirement Plan. /s/ Arthur Andersen LLP Arthur Andersen LLP Atlanta, Georgia July 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----