-----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, UAO9KnpMFcsFmf6DHeFNZGjxjYymvDwttaqQulQpoWV/NJKYqAQmeyKXXpuD5AWu SfV8V9Ql1J8akRODb+UUoQ== 0000070538-96-000014.txt : 19960701 0000070538-96-000014.hdr.sgml : 19960701 ACCESSION NUMBER: 0000070538-96-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 96587538 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, 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 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 Benefits as of December 31, 1995 and 1994. Statement of Changes in Net Assets Available for Benefits, with Fund Information, for the Year Ended December 31, 1995. 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: June 28, 1996 By: National Service Industries, Inc. Plan Administrator By: /s/ James S. Balloun Name: James S. Balloun Title: Chairman 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, 1995 and 1994 and the related statement of changes in net assets available for benefits, with fund information, for the year ended December 31, 1995. 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 the changes in net assets available for benefits for the year ended December 31, 1995 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 purpose 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, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Atlanta, Georgia May 31, 1996 Page 4 ZEP MANUFACTURING COMPANY PROFIT SHARING/401(k) RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 1995 1994 CONTRIBUTIONS RECEIVABLE: Employer ....................................... $ 2,006,967 $ 0 Participant .................................... 288,794 273,597 Total contributions receivable ....... 2,295,761 273,597 INVESTMENT IN NSI DC TRUST, at fair value (Note 2): Stable Value Fund .............................. 30,426,021 29,522,580 Balanced Fund .................................. 26,008,943 17,724,586 Diversified Equity Fund......................... 25,767,562 17,026,627 NSI Stock Fund ................................. 5,948,705 3,710,350 Loan Fund ...................................... 3,487,013 2,421,818 International Fund ............................. 609,181 0 Total investments .................... 92,247,425 70,405,961 NET ASSETS AVAILABLE FOR BENEFITS .................. $94,543,186 $70,679,558 The accompanying notes are an integral part of these statements. Page 5 ZEP MANUFACTURING COMPANY PROFIT SHARING/401(k) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1995 Diversified Stable NSI Balanced Equity Value Stock Loan Internat'l Fund Fund Fund Fund Fund Fund Total CONTRIBUTIONS: Employer ..................... $ 493,868 $ 598,991 $ 727,700 $ 164,367 $ 0 $ 25,168 $ 2,010,094 Participant .................. 1,289,795 1,595,377 1,157,540 370,555 0 32,800 4,446,067 Total contributions 1,783,663 2,194,368 1,885,240 534,922 0 57,968 6,456,161 NET GAIN FROM INVESTMENT IN NSI DC TRUST .................. 5,671,871 6,337,868 2,306,772 1,208,106 230,863 34,993 15,790,473 BENEFITS PAID TO PARTICIPANTS .... (639,163) (875,652) (1,456,996) (220,672) (64,253) (770) (3,257,506) INTRAPLAN TRANSFERS .............. 1,093,530 1,145,914 (3,331,101) 515,532 30,396 545,729 0 OTHER ............................ (3,424) (6,617) 55,619 6,519 0 0 52,097 NET INCREASE (DECREASE) .......... 7,906,477 8,795,881 (540,466) 2,044,407 197,006 637,920 19,041,225 TRANSFER FROM ZEP PLAN FOR CONTRACT EMPLOYEES (Note 1) ...... 880,870 566,909 2,155,782 350,652 868,190 0 4,822,403 NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1994 ................ 17,802,453 17,128,351 29,594,217 3,732,720 2,421,817 0 70,679,558 NET ASSETS AVAILABLE FOR BENEFITS, December 31, 1995 ................ $ 26,589,800 $ 26,491,141 $ 31,209,533 $ 6,127,779 $ 3,487,013 $ 637,920 $ 94,543,186
The accompanying notes are an integral part of this statement. Page 6 ZEP MANUFACTURING COMPANY PROFIT SHARING/401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 1. PLAN DESCRIPTION The following brief description 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"), is provided for informational purposes only. Participants should refer to the plan agreement for more complete information. General The Plan is a defined contribution plan established under the provisions of Section 401(a) of the Internal Revenue Code ("IRC") covering all salaried, commissioned, and nonunion hourly employees of the Company with at least six months of service and who have attained the age of 21. Effective January 1, 1995, the Zep Manufacturing Company Profit Sharing/401(k) Retirement Plan for Contract Employees (the "Zep Plan") was merged into the Plan. In connection with such merger, all of the assets and liabilities of the Zep Plan were transferred to the Plan and all participants of the Zep Plan (hourly employees represented by a collective bargaining unit ["union employees"]) became eligible to participate in the Plan. Contributions Participants may elect to contribute between 1% and 10% of before-tax compensation, as defined in the Plan, subject to certain limitations under the IRC. The Company makes a profit-sharing contribution to the Plan for salaried, commissioned, and nonunion hourly employees in the amount of (a) 5% of net profits, as defined, plus an amount which represents the same percentage of total annual compensation of all hourly paid employees who are participants of the Plan as the 5% of net profits bears to the total annual compensation of the salaried and commissioned employees who are participants under this Plan, (b) multiplied by a fraction which represents the relationship between the annual compensation of all salaried, commissioned, nonunion hourly employees to the annual compensation of all employees who are qualifying participants in the Plan. Annual compensation included for each participant shall not exceed $40,000. An additional amount may be contributed at the discretion of the board of directors of NSI. Page 7 The Company also makes a profit-sharing contribution to the Plan for the union employees which is calculated in a similar manner as that described above. Company contributions are allocated to all participants who are actively employed on the last day of the plan year and who have a year of service, as defined, for such plan year. Allocations are made based on each qualifying participant's compensation relative to all qualifying participants, with a limitation on compensation considered of $40,000. Vesting Participants are always fully vested in their individual contributions. 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. Nonvested employer contributions are forfeited upon withdrawal or termination, as defined, from the Plan and are allocated to remaining participants in the same manner as contributions. Administration 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 (the "NSI DC Trust"). The responsibility for administration of the Plan rests with the Plan's profit-sharing committee, which is appointed by the board of directors of NSI. All administrative expenses of the Plan were paid by the Company during 1995. Participants' Accounts Individual accounts are maintained for each of the Plan's participants to reflect the particular participant's contributions and related employer contributions, as well as the participant's share of the Plan's income and any related administrative expenses. Effective with the change in 1995 from monthly to daily valuation of participant accounts, the Plan assigns units to its participants. At December 31, 1995, 10,421,383 units were assigned to plan participants. Unit values for each investment fund were as follows at December 31, 1995: Stable Value Fund $10.59 Diversified Equity Fund 10.57 Balanced Fund 22.95 NSI Stock Fund 12.39 International Fund 4.59 Investment in NSI DC Trust The Plan's assets are commingled in the NSI DC Trust together with the assets of certain defined contribution plans of other NSI divisions. The investments of the NSI DC Trust 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 these general guidelines. Page 8 Investment Options The separate investment options made available under the Plan may be changed, eliminated, or modified from time to time by the investment committee of the NSI DC Trust. Participants make their investment elections in 5% increments, with changes allowed on a daily basis. The separate investment options 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 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. A participant may not direct more than 50% of his/her account balance to be invested in this fund. * International Fund. This fund is invested in the stock of non-U.S. companies and is designed to provide long-term growth. Loans to Participants The Plan permits loans to participants up to the lower of 50% of the participant's vested account balance or $50,000. Participants have up to five years to pay back the principal and interest unless the loan is for the purchase of a primary residence, in which case the repayment period will be established at the time the loan is approved. Loan processing fees are charged directly to the participant's account. Interest on loans is determined based on market rates as determined by the plan administrator. Benefits A participant is entitled to receive the distribution of his/her vested account balance upon death, disability, or retirement (age 65 or age 55 with ten years of credited service). These benefits are payable in a lump-sum amount or in installment payments at the election of the participant. A participant who terminates employment with the Company for other than these reasons is entitled to receive his/her contributions in a lump sum as soon as administratively feasible. The vested portion of the participant's employer contributions is generally distributable on the first day of the first month following the later of his/her termination date or sixty-fifth birthday. If this vested portion is less than $5,500, then the participant may elect to have his/her interest distributed immediately in a lump sum. Page 9 Benefits are payable in cash, except that any portion of a participant's account balance which is invested in the NSI Stock Fund is distributed in the form of shares of NSI common stock, with fractional shares paid in cash. Hardship withdrawals may be made upon proven financial hardship of a participant as defined in the plan agreement and approved by the Plan's retirement committee. Plan Termination 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 Plan termination, each participant shall be vested in the balance of his/her account and his/her proportionate share of any future adjustments. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accounts of the Plan 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. The preparation of the financial statements in conformity with generally accepted accounting principles requires the Plan's management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. Investment Valuation Investments of the NSI DC Trust, except for the guaranteed investment contracts,are stated at fair value as determined by the trustee from quoted market prices. Securities, traded on a national exchange are valued at the last reported sales price on the last business day of the plan year; investments traded in the over-the-counter market and listed securities for which no sale was reported on the last day of the plan year are valued at the last reported bid price. Guaranteed investment contracts ("GICs") included in the master trust are fully benefit-responsive and are therefore carried at contract value (cost plus accrued interest) in the accompanying financial statements in accordance with Statement of Position 94-4. At December 31, 1995, contract value approximates fair value. At December 31, 1995, the weighted average crediting interest rate was 6.77%. For the year ended December 31, 1995, the annual yield on the GICS held by the NSI DC Trust was 6.9%. For certain contracts held by the trust, crediting interest rates may be changed in the event of certain events such as early retirements, plant closings, etc., but in no case are adjusted to a rate less than 0%. GICs are subject to credit risk based on the ability of the insurance company to meet interest or principal payments, or both, as they become due. Page 10 3. NSI DC TRUST Investment Income Investment income of the NSI DC Trust for the year ended December 31, 1995 is summarized as follows: Dividends on common stock ................................... $ 245,288 Interest income ............................................. 4,597,435 Net appreciation in fair value of common stock .............. 1,408,275 Net income from mutual fund ................................. 11,982,057 Net income from common/collective trust ..................... 10,492,727 Net income from pooled separate account ..................... 21,986 Investment expenses ......................................... (274,795) Net investment income ....................................... $ 28,472,973 The investment income of the NSI DC Trust for the year ended December 31, 1995 is allocated among participating plans as follows: Zep Manufacturing Company Profit Sharing/401(k) Retirement Plan ................................ $15,790,473 All other NSI plans ........................................... 12,682,500 Total ........................... $28,472,973 Net Assets Net assets of the NSI DC Trust are as follows at December 31, 1995 and 1994: 1995 1994 Mutual fund ................................ $ 47,636,487 $ 32,108,552 Common/collective trust .................... 48,146,903 34,036,863 Guaranteed investment contracts ............ 55,129,605 52,672,980 Loans receivable from participants ......... 6,104,302 5,145,365 NSI common stock ........................... 7,637,554 4,925,868 Money market fund .......................... 1,377,443 3,343,227 Pooled separate account .................... 871,467 0 166,903,761 132,232,855 Cash ....................................... 127,031 0 167,030,792 132,232,855 Accrued investment income .................. 76,779 74,167 Adjustments for pending trades ............. (211,964) (149,089) Other ...................................... 49,961 7,738 Net assets ................................. $ 166,945,568 $ 132,165,671 Page 11 The allocation of the net assets of the NSI DC Trust to participating plans is based on participant balances and is as follows as of December 31, 1995 and 1994: 1995 1994 Zep Manufacturing Company Profit Sharing/401(k) Retirement Plan ........... $ 92,247,425 $ 70,405,961 All other plans .............................. 74,698,143 61,759,710 Total .......................... $166,945,568 $132,165,671 Investment in NSI Common Stock As of December 31, 1995 and 1994, approximately 4.6% and 3.7%, respectively, of the NSI DC Trust's net assets were invested in the common stock of NSI, a party in interest to the Plan. 4. TAX STATUS The Plan has received a favorable determination letter from the Internal Revenue Service dated October 24, 1994 stating the plan, as designed, is in accordance with plan design requirements as of that date. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. Therefore, the plan administrator believes that the Plan was qualified and the related trust was tax-exempt as of December 31, 1995 and 1994. 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 June 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----