-----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, LIFHv0KTzSlt200KFHrPYXYqrmGc5qU5mztslq5V59gTZEzL0rkgDChjJRjnbSTr 9njNS5r8w3SCfO3lp78jBQ== 0000880323-96-000008.txt : 19960701 0000880323-96-000008.hdr.sgml : 19960701 ACCESSION NUMBER: 0000880323-96-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUSA INC CENTRAL INDEX KEY: 0000880323 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 752261497 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11566 FILM NUMBER: 96587386 BUSINESS ADDRESS: STREET 1: 14951 N DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2149824000 11-K 1 Securities and Exchange Commission Washington, D.C. 20549 Form 11-K (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) Commission file number 1-11566 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CompSavings Plan for Employees of CompUSA Inc. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CompUSA Inc. 14951 North Dallas Parkway Dallas, Texas 75240 CompSavings Plan for Employees of CompUSA Inc. Financial Statements and Supplemental Schedules Year ended December 31, 1995 CONTENTS Report of Independent Auditors.........................................1 Audited Financial Statements Statement of Net Assets Available for Benefits.........................2 Statement of Changes in Net Assets Available for Benefits..............3 Notes to Financial Statements..........................................4 Supplemental Schedules Item 27(a) - Schedule of Assets Held for Investment Purposes..........11 Item 27(d) - Schedule of Reportable Transactions......................12 Report of Independent Auditors The CompSavings Plan Committee CompSavings Plan for Employees of CompUSA Inc. We have audited the accompanying statement of net assets available for benefits of the CompSavings Plan for Employees of CompUSA Inc. (the Plan) as of December 31, 1995, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the CompSavings Plan Committee. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 audit provides 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 at December 31, 1995, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1995, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit 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/ ERNST & YOUNG LLP ----------------------------- ERNST & YOUNG LLP Dallas, Texas June 25, 1996 CompSavings Plan for Employees of CompUSA Inc. Statement of Net Assets Available for Benefits December 31, 1995
Assets Investments at fair value $ 3,704,312 Contributions receivable: Participants 139,304 Employer 1,084,158 ------------ 1,223,462 ------------ Total assets 4,927,774 ------------ Liabilities Excess contributions payable to participants 204,977 ------------ Net assets available for benefits $ 4,722,797 ============
See accompanying notes. CompSavings Plan for Employees of CompUSA Inc. Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1995
Investment income: Net appreciation in fair value of investments $ 279,778 Interest 11,350 ------------ 291,128 Contributions: Participants - pretax 3,246,577 Participants - rollover 269,121 Employer - participant directed 271,040 Employer - non-participant directed 813,118 ------------ 4,599,856 ------------ Total additions 4,890,984 Withdrawals by participants 168,187 ------------ Net increase 4,722,797 Net assets available for benefits: Beginning of year - ------------ End of year $ 4,722,797 ============
See accompanying notes. CompSavings Plan for Employees of CompUSA Inc. Notes to Financial Statements Year ended December 31, 1995 1. Description of the Plan The following description of the CompSavings Plan for Employees of CompUSA Inc. (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan was adopted by CompUSA Inc. (the Company) effective January 1, 1995, for eligible employees of the Company. The Plan is a defined contribution plan designed to comply with the Employee Retirement Income Security Act of 1974 (ERISA). BZW Barclays Global Investors, National Association (the Trustee), as successor to Wells Fargo Bank, National Association, acts as trustee for the Plan pursuant to a trust agreement between the Trustee and the Company. Administration The Plan is administered by the CompSavings Plan Committee appointed by the Board of Directors of the Company. Participation Employees become eligible to participate in the Plan after they have reached the age of 21 and have completed 500 hours of service during the previous six months. During 1995, eligible employees could enroll in the Plan on January 1 or July 1 after meeting the age and service requirements. Effective January 1, 1996, the Plan was amended to allow eligible employees to enroll in the Plan on the first day of the next payroll period after meeting the age and service requirements. Eligible employees who desire to participate in the Plan must elect to participate on the form or forms provided by the CompSavings Plan Committee and authorize the Company to make payroll deductions for contributions to the Plan. Contributions Each year, participants may contribute up to 15 percent of pretax annual compensation, as defined in the Plan. The Company contributes 25 percent of the first 5 percent of base compensation that a participant contributes to the Plan (Required Contribution). Additional amounts may be contributed (Discretionary Contribution) at the option of the Company's Board of Directors based on the Company's profitability for the fiscal year that ends within the plan year. For 1995, the Company's Board of Directors authorized a Discretionary Contribution equal to 25 percent of the first 5 percent of base compensation that participants contributed to the Plan. CompSavings Plan for Employees of CompUSA Inc. Notes to Financial Statements 1. Description of the Plan (continued) Under the provisions of the Plan, 75 percent of the Company's Required and Discretionary Contributions are invested in the CompUSA Stock Fund, with the remaining 25 percent paid in cash and invested based on the participant's election. In 1995, the Company's Required and Discretionary Contributions to the Plan aggregated $542,079 and $542,079, respectively. The Company funded both the 1995 Required and Discretionary Contributions in February 1996. Participant Accounts Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings. Allocations of earnings are based upon the ratio of a participant's account balance to the aggregate of all participant account balances. Forfeited balances of terminated participants' nonvested accounts may be used to restore accounts for employees who are rehired, to pay Plan fees and expenses, or to reduce Company contributions. There were no forfeited balances at December 31, 1995. Vesting Participants are immediately vested in their pretax and rollover contributions plus actual earnings thereon. The Company's contributions allocated to participants' accounts, plus the actual earnings thereon, vest to the participants based on years of continuous service. A participant is 100 percent vested after four years of credited service. Investment Options Participants may elect investment of their employee contributions and Company cash contributions in any of the following five investment options: (a) Asset Allocation Fund - Invests in a changing mix of stocks, bonds, and money market securities. (b) Income Accumulation Fund - Invests in a mixture of short- and medium-term fixed-income securities that produce income for the fund, mostly from interest payments. (c) Growth Stock Fund - Invests in the stocks of companies that the fund manager believes have potential for above-average long-term capital appreciation. CompSavings Plan for Employees of CompUSA Inc. Notes to Financial Statements (Continued) 1. Description of the Plan (continued) (d) S&P 500 Stock Fund - Invests in the companies included in the Standard & Poor's 500 Index. (e) CompUSA Stock Fund - Invests primarily in the stock of CompUSA Inc. Participants may not elect to have more than 50 percent of their employee contributions and Company cash contributions invested in this fund. Income Tax Status The Plan and the related trust are designed to qualify under Section 401 (a) of the Internal Revenue Code (the Code) and the related trust is designed to be exempt from federal income tax under Section 501 (a) of the Code. The Plan has applied for, but has not yet received, a favorable determination letter from the Internal Revenue Service as to the qualification of the Plan and the tax-exempt status of the related trust; however, a favorable determination letter is expected. Because the Plan did not initially meet the tests limiting contributions of certain highly compensated employees, as defined by the Code, excess contributions for 1995 were refunded to certain participants in March 1996, along with investment earnings aggregating $35,082 on those excess contributions in accordance with the Plan agreement. Those amounts are recorded in the accompanying balance sheet as "Excess contributions payable to participants." Termination of the Plan While the Company has not expressed any intent to do so, it may terminate the Plan at any time. In the event the Plan is terminated, the participants would become fully vested as to their account balances and the net assets of the Plan would be distributed to the participants in proportion to their respective account balances. Withdrawals Upon termination of service, a participant may receive a lump-sum payment equal to his or her vested account balance. Participants who are also employees can elect to withdraw a portion of their Plan account balance, subject to certain conditions and restrictions. CompSavings Plan for Employees of CompUSA Inc. Notes to Financial Statements (Continued) 1. Description of the Plan (continued) Loans Effective January 1, 1996, the Plan was amended to provide that Plan participants may request a loan from the Plan in an amount generally not to exceed the lesser of $50,000 or 50 percent of the participant's vested account balance. The minimum loan amount is $500 and must be repaid, through payroll deductions, within five years. The interest rate charged on participant loans is a fixed reasonable rate of interest determined by the CompSavings Plan Committee. Expenses and Forfeitures The Company pays all administrative fees and expenses related to maintaining the Plan to the extent such fees and expenses exceed forfeitures. The amount of such expenses paid by the Company in 1995 was approximately $134,000. The Company also furnishes the Plan with administrative and clerical services and use of Company office space and supplies at no charge. Certain special fees, such as fees for changing investment fund elections more than four times per year and loan maintenance fees, are charged to individual participants' accounts. 2. Summary of Significant Accounting Policies Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Investment Valuation and Income Recognition Plan investments in various investment funds are stated at fair value as determined by the Trustee at December 31, 1995 based upon the quoted market prices of the underlying securities comprising the investment funds. Investments in the Company's common stock are valued at the last reported sales price on the last business day of the Plan year. Purchases and sales of securities are recorded on a trade-date basis. Contributions and interest income are recorded on the accrual basis. CompSavings Plan for Employees of CompUSA Inc. Notes to Financial Statements (Continued) 3. Allocation of Net Assets Available for Benefits to Investment Funds At December 31, 1995, the Plan's assets and liabilities were held in the following funds:
Asset Income Growth S&P 500 CompUSA Allocation Accumulation Stock Stock Stock Total Fund Fund Fund Fund Fund ------------------------------------------------------------------------------ ASSETS Investments at fair value $ 3,704,312 $ 805,511 $ 462,477 $1,096,247 $ 818,353 $ 521,724 Contributions receivable: Participants 139,304 26,255 17,750 43,102 31,640 20,557 Employer 1,084,158 54,105 36,954 79,617 61,464 852,018 ------------------------------------------------------------------------------ 1,223,462 80,360 54,704 122,719 93,104 872,575 ------------------------------------------------------------------------------ Total assets 4,927,774 885,871 517,181 1,218,966 911,457 1,394,299 ------------------------------------------------------------------------------ LIABILITIES Excess contributions payable to participants 204,977 32,241 21,191 73,545 34,665 43,335 ------------------------------------------------------------------------------ Net assets available for benefits $ 4,722,797 $ 853,630 $ 495,990 $1,145,421 $ 876,792 $ 1,350,964 ==============================================================================
CompSavings Plan for Employees of CompUSA Inc. Notes to Financial Statements (Continued) 4. Allocation of Changes in Net Assets Available for Benefits to Investment Funds The changes in net assets available for benefits for the year ended December 31, 1995, are as follows:
Asset Income Growth S&P 500 CompUSA Allocation Accumulation Stock Stock Stock Total Fund Fund Fund Fund Fund ------------------------------------------------------------------------------ Investment income: Net appreciation (depreciation) in fair value of investments $ 279,778 $ 84,480 $ - $ 97,002 $ 99,098 $ (802) Interest 11,350 - 11,350 - - - ------------------------------------------------------------------------------ 291,128 84,480 11,350 97,002 99,098 (802) Contributions: Participants - pretax 3,246,577 660,458 457,463 952,227 734,850 441,579 Participants - rollover 269,121 97,017 20,875 56,536 22,599 72,094 Employer: Participant directed 271,040 54,105 36,954 79,617 61,464 38,900 Non-participant directed 813,118 - - - - 813,118 ------------------------------------------------------------------------------ 4,599,856 811,580 515,292 1,088,380 818,913 1,365,691 ------------------------------------------------------------------------------ Total additions 4,890,984 896,060 526,642 1,185,382 918,011 1,364,889 ------------------------------------------------------------------------------ Withdrawals by participants (168,187) (28,979) (19,508) (52,344) (42,082) (25,274) Interfund transfers (net) - (13,451) (11,144) 12,383 863 11,349 ------------------------------------------------------------------------------ Net increase 4,722,797 853,630 495,990 1,145,421 876,792 1,350,964 Net assets available for benefits: Beginning of year - - - - - - ------------------------------------------------------------------------------ End of year $ 4,722,797 $ 853,630 $ 495,990 $1,145,421 $ 876,792 $ 1,350,964 ==============================================================================
CompSavings Plan for Employees of CompUSA Inc. Notes to Financial Statements (Continued) 5. Investments The Plan's investments are held by the Trustee. Investments at December 31, 1995, are as follows:
Units, Shares, Current or Face Value Cost Value ------------------------------------------------------------ Asset Allocation Fund: Wells Fargo Asset Allocation Fund for Employee Retirement Plans 41,866 $ 719,353 $ 805,511 Income Accumulation Fund: Wells Fargo Income Accumulation Fund for Employee Retirement Plans 37,234 462,477 462,477 Growth Stock Fund: Wells Fargo Growth Stock Fund for Employee Retirement Plans 63,551 990,841 1,096,247 S&P 500 Stock Fund: Wells Fargo S&P 500 Stock Fund for Employee Retirement Plans 36,258 716,935 818,353 CompUSA Stock Fund: CompUSA Common Stock 16,582 513,732 516,308 Wells Fargo Money Market Fund 5,416 5,416 5,416 ---------------------------------------- $ 3,408,754 $ 3,704,312 ========================================
Supplemental Schedules CompSavings Plan for Employees of CompUSA Inc. Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1995
c. Description of b. Identity of Issuer, Investment Including Maturity Number of Borrower, Lessor or Date, Rate of Interest, Units/Shares/ e. Current a. Similar Party Collateral, Par or Maturity Value Face Value d. Cost Value - ---------------------------------------------------------------------------------------------------------- * Wells Fargo Asset Allocation Fund: invests in stocks, bonds, and money market securities 41,866 $ 719,353 $ 805,511 * Wells Fargo Income Accumulation Fund: invests in short- and medium term fixed income securities 37,234 462,477 462,477 * Wells Fargo Growth Stock Fund: invests in equity securities 63,551 990,841 1,096,247 * Wells Fargo S&P 500 Stock Fund: invests in equity of S&P 500 companies 36,258 716,935 818,353 CompUSA Stock Fund: invests in equity securities of CompUSA Inc.: * CompUSA Inc. Common Stock 16,582 513,732 516,308 * Wells Fargo Money Market Fund 5,416 5,416 5,416 ----------------------------- $ 3,408,754 $ 3,704,312 =============================
*Party-in-interest CompSavings Plan for Employees of CompUSA Inc. Item 27(d) - Schedule of Reportable Transactions Year ended December 31, 1995
h. Current Value of Number of Asset on i. Net a. Identity of b. Description Purch- c. Purchase d. Selling g.Cost of Transaction Gain or Party Involved of Asset ases Sales Price Price Asset Date (loss) - ---------------------------------------------------------------------------------------------------------- Category (iii) - Series of securities transactions in excess of 5% of the current value of Plan assets - ---------------------------------------------------------------------------------------------------------- Wells Fargo* Asset Allocation Fund 48 - $ 755,218 $ - $ 755,218 $ 755,218 $ - Wells Fargo* Asset Allocation Fund - 78 - 39,116 35,865 39,116 3,251 Wells Fargo* Income Accumulation Fund 45 - 500,837 - 500,837 500,837 - Wells Fargo* Income Accumulation Fund - 72 - 38,360 38,360 38,360 - Wells Fargo* Growth Stock Fund 64 - 1,033,041 - 1,033,041 1,033,041 - Wells Fargo* Growth Stock Fund - 75 - 47,678 42,200 47,678 5,478 Wells Fargo* S&P 500 Stock Fund 58 - 755,193 - 755,193 755,193 - Wells Fargo* S&P 500 Stock Fund - 80 - 42,021 38,258 42,021 3,763 CompUSA Inc.* Common Stock 66 - 537,213 - 537,213 537,213 - CompUSA Inc.* Common Stock - 61 - 30,290 23,481 30,290 6,809
There were no category (i), (ii), or (iv) reportable transactions during 1995. Columns e and f are not applicable. * Party-in-interest Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the CompSavings Plan Committee for the CompSavings Plan for Employees of CompUSA Inc. has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CompSavings Plan for Employees of CompUSA Inc. By CompSavings Plan Committee Appointed Pursuant to the Plan: Date: June 27, 1996 By: /S/ James F. Halpin -------------------------- ------------------------------ James F. Halpin, Committee Member Date: June 27, 1996 By: /S/ James E. Skinner -------------------------- -------------------------------- James E. Skinner, Committee Member Date: June 27, 1996 By: /S/ Melvin D. McCall -------------------------- -------------------------------- Melvin D. McCall, Committee Member CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-86314) pertaining to the CompSavings Plan for Employees of CompUSA Inc. of our report dated June 25, 1996, with respect to the financial statements and supplemental schedules of the CompSavings Plan for Employees of CompUSA Inc. included in this Annual Report (Form 11-K) for the year ended December 31, 1995. /S/ ERNST & YOUNG LLP --------------------------- ERNST & YOUNG LLP Dallas, Texas June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----