-----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, HT1+SpsVbFrCMk1UwiYt2Ke5ESIx2Imi4nc63l8RVOpTQoqjPuarH7Bj/hqLjaLa 0C0tPBGu8BobrFNDmiHQlw== 0000950152-96-003146.txt : 19960629 0000950152-96-003146.hdr.sgml : 19960629 ACCESSION NUMBER: 0000950152-96-003146 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORROR CORP CENTRAL INDEX KEY: 0000917857 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 311393233 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23270 FILM NUMBER: 96586402 BUSINESS ADDRESS: STREET 1: 5501 FRANTZ RD CITY: DUBLIN STATE: OH ZIP: 43017-0766 BUSINESS PHONE: 6147616000 MAIL ADDRESS: STREET 1: 5501 FRANTZ RD CITY: DUBLIN STATE: OH ZIP: 43017 11-K 1 BORROR CORPORATION 11-K ANNUAL REPORT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (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: 0-23270 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BORROR CORPORATION RETIREMENT PLAN AND TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: BORROR CORPORATION 5501 FRANTZ ROAD P.O. BOX 7166 DUBLIN, OHIO 43017-0766 Exhibit Index on Page 17 Page 1 of 18 2 REQUIRED INFORMATION The following financial statements and schedules for Borror Corporation Retirement Plan and Trust which are prepared in accordance with the Employee Retirement Income Security Act of 1974 are being filed herewith: Description Page No. - ----------- -------- Index to Financial Statements Page 5 Audited Financial Statements: Report of Independent Accountants Page 6 Statements of Net Assets Available for Benefits as Page 7 of December 31, 1995 and December 31, 1994 Statements of Changes in Net Assets Available for Page 8 Benefits for the Years Ended December 31, 1995 and December 31, 1994 Notes to Financial Statements -- December 31, 1995 and 1994 Page 9 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Page 15 Purposes as of December 31, 1995 Item 27d - Schedule of Reportable Transactions Page 16 for the Year Ended December 31, 1995 Note: Supplemental schedules required by the Employee Retirement Income Security Act of 1974 that have not been included herein are not applicable to Borror Corporation Retirement Plan and Trust. The following exhibit is being filed herewith: Exhibit No. Description Page No. - ----------- ----------- -------- 1 Consent of Independent Public Accountants Page 18 2 3 SIGNATURES The Plan. 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 the Plan's behalf by the undersigned hereunto duly authorized. BORROR CORPORATION RETIREMENT PLAN AND TRUST Date: June 25, 1995 By: */s/ Terry E. George ---------------------------- Terry E. George, Co-Trustee 3 4 BORROR CORPORATION RETIREMENT PLAN AND TRUST REPORT ON AUDITS OF FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 4 5 BORROR CORPORATION RETIREMENT PLAN AND TRUST INDEX PAGES Report of Independent Accountants 6 Financial Statements: Statements of Net Assets Available for Benefits 7 Statements of Changes in Net Assets Available for Benefits 8 Notes to the Financial Statements 9-14 Supplemental Schedules: Item 27a--Schedule of Assets Held for Investment Purposes 15 Item 27d--Schedule of Reportable Transactions 16 5 6 REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees of Borror Corporation Retirement Plan and Trust We have audited the accompanying statements of net assets available for benefits of Borror Corporation Retirement Plan and Trust as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. 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 changes in net assets available for benefits for the years then ended 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 supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules 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. Columbus, Ohio May 23, 1996 6 7 BORROR CORPORATION RETIREMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1995 and 1994
1995 1994 Assets: Investments at fair market value (cost is $2,883,055 and $2,921,279 for 1995 and 1994, respectively) $3,158,718 $2,779,300 Cash, bearing interest at money market rates 272,046 16,291 Employer contributions receivable 291,496 274,494 Employee contributions receivable 6,518 6,656 Accrued interest receivable and other 525 3,214 ---------- ---------- Net assets available for benefits $3,729,303 $3,079,955 ========== ==========
The accompanying notes are an integral part of the financial statements. 7 8 BORROR CORPORATION RETIREMENT PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the years ended December 31, 1995 and 1994
1995 1994 Additions: Employee contributions $ 502,994 $ 497,215 Employer contributions 305,826 339,172 Interest and dividend income 6,883 6,772 Net appreciation (depreciation) in the fair value of investments 478,541 (177,279) Deductions: Participant benefits (603,051) (524,728) Administrative expenses (41,845) ----------- ----------- Net additions 649,348 141,152 Net assets available for benefits, beginning of year 3,079,955 2,938,803 ----------- ----------- Net assets available for benefits, end of year $ 3,729,303 $ 3,079,955 =========== ===========
The accompanying notes are an integral part of the financial statements. 8 9 BORROR CORPORATION RETIREMENT PLAN AND TRUST NOTES TO THE FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN: Borror Corporation (formerly The Borror Corporation) (the Employer) established Borror Corporation Retirement Plan and Trust (the Plan) effective July 1, 1985. The Plan is a defined contribution plan intended to comply with Sections 401(a) and (k) of the Internal Revenue Code. Effective July 1, 1995, employees are eligible to participate in the Plan upon the latest of: a) the attainment of age 21; b) the completion of six months of service; and c) classification as a regular full-time employee, exclusive of employees for whom retirement benefits have been the subject of good faith collective bargaining. Prior to July 1, 1995, employees were eligible to participate in the Plan upon the attainment of age 21 and the completion of six months and 500 hours of service, exclusive of employees for whom retirement benefits have been the subject of good faith collective bargaining. Prior to July 1, 1994, employees were eligible to participate in the Plan upon the attainment of age 21 and the completion of one year of service. Effective July 1, 1994, the Plan was amended to establish four investment funds to which participants can direct the investment of their account. Participants' existing account balances at July 1, 1994, and all subsequent contributions to their accounts were invested in the funds at the percentages specified by the participant. The four investment fund options are the Borror Stock Fund, the Balanced Fund, the Growth Fund and the Income Fund. The Balanced Fund, Growth Fund and Income Fund are Huntington Asset Allocation Funds with investments in equity and fixed income investments. Prior to July 1, 1994, all contributions were invested in Monitor Money Market Funds and U.S. government obligations and agencies, as determined by the Trustees of the Plan. At December 31, 1995, there were approximately 314 employees eligible to participate in the Plan. Fund-by-fund participation was as follows: Balanced Fund, 148 participants; Growth Fund, 142 participants; Income Fund, 109 participants; and Borror Stock Fund, 154 participants. At December 31, 1994, there were approximately 325 employees eligible to participate in the Plan. Fund-by-fund participation was as follows: Balanced Fund, 175 participants; Growth Fund, 165 participants; Income Fund, 138 participants; and Borror Stock Fund, 185 participants. 9 10 The Employer is required to make annual retirement contributions to the Plan from its current or accumulated profits, if any, equal to 2% of the compensation paid to participants, during the period in which they were making contributions to the Plan, who are employed on the last day of the plan year and have at least 1,000 hours of service during a calendar year. The Employer may make additional annual retirement contributions to the Plan from its current or accumulated profits, if any, in amounts determined by it in its sole discretion. The Employer's retirement contributions to the Plan for each plan year are allocated among those participants employed by the Employer as of the last day of such plan year in the ratio that the compensation of each such participant during the plan year bears to the total compensation received by all such participants during the plan year. A participant in the Plan may enter into a salary reduction agreement with the Employer, authorizing the Employer to withhold a percentage of such participant's compensation and to contribute such amount to the Plan on their behalf. If a participant has not authorized the Employer to withhold at the maximum rate and desires to increase the total amount withheld for a plan year, such participant may authorize the Employer to withhold a supplemental amount up to 100% of their compensation for one or more pay periods. In no event may the sum of the amounts withheld under the Salary Reduction Agreement plus the supplemental withholding in any calendar year exceed $9,240. In accordance with Section 401(k) of the Internal Revenue Code, all amounts withheld from a participant's compensation in accordance with this section and contributed to their Salary Reduction Account are not to be included in the gross income of the participant for federal income tax purposes and are deemed for tax purposes to be an employee contribution to the Plan. The Employer is required to make matching contributions to the Plan from its current or accumulated profits, if any, equal to 25% of the salary reduction contributions made by participants who are employed on the last day of the plan year provided, however, that such matching contributions shall not exceed 1.5% of such participant's compensation for the plan year, subject to the limitations as published from time to time by the Internal Revenue Service. In no event may the sum of the amounts credited to a participant's Salary Reduction Account, Retirement Account and Matching Contribution Account in any plan year exceed the lesser of 25% of the participant's compensation for the plan year or $30,000. Income/Losses on investments are allocated quarterly to the participant's account based on the ratio of the participant's prior quarterly account balance plus one half of the participant's current quarterly contributions less any quarterly distributions/withdrawals to the exact formula applied to the investment in total. This ratio is multiplied by the investment's income/loss for the quarter to determine the participant's allocation. A participant's interest in their Salary Reduction Account, Rollover Account, Retirement Account and Matching Contribution Account shall be fully vested and nonforfeitable at all times. 10 11 Benefits under the Plan are generally payable upon the earliest occurrence of a participant's death, disability or retirement at or after attainment of normal retirement age. On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in their account, or in equal monthly, quarterly, semiannual or annual installments over a period not to exceed ten years. For termination of service due to other reasons, a participant may receive the value of the vested interest in their account as a lump-sum distribution. Notwithstanding the foregoing, a participant's Salary Reduction Account may also be distributed in the event of certain financial hardships or the attainment of age 55. The Employer reserves the right at any time to amend or terminate this Plan or to suspend contributions thereto, provided that no such amendment, termination or suspension shall have the effect of giving the Employer any right or interest, or of revoking or diminishing the rights and interests of any participant in the funds then held by the Trustee. 2. ACCOUNTING POLICIES: The following is a summary of significant accounting policies followed in the preparation of the financial statements. The policies conform to generally accepted accounting principles. A. INVESTMENT VALUATION AND INCOME RECOGNITION: Investments in the Employer's common stock, asset allocation funds, money market funds, and government securities and bonds traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year. Security transactions are reflected on a trade-date basis. Income from investments is recorded as earned, on an accrual basis. In the statements of changes in net assets available for plan benefits, the Plan presents the net appreciation (depreciation) in the fair value of its investments, which consists of the net realized gains or losses and the net unrealized appreciation (depreciation) on those investments. B. CONTRIBUTIONS TO THE PLAN: Contributions by the Employer are accrued and credited based upon amounts as described in Note 1 as of the end of each plan year. C. PAYMENT OF BENEFITS: Benefits are recorded when paid. Included as a component of net assets available for plan benefits at December 31, 1995 and 1994 is $108,874 and $102,787, respectively, for amounts allocated to accounts of participants who have withdrawn from participation in the earnings and operations of the Plan, but for which disbursement has not yet been made. Such amounts are reported as liabilities on Form 5500 filed with the Department of Labor. 11 12 D. ADMINISTRATIVE EXPENSES: In the prior year, the employer elected to pay substantially all of the administrative expenses of the Plan. As of February 1, 1995, these expenses are being paid by the trustee from the net assets of the Plan. Approximately $41,845 and $13,000 in administrative expenses were incurred for the years ended December 31, 1995 and 1994, respectively. 3. INVESTMENTS: Investments at December 31, 1995 and 1994 are as follows:
1995 --------------------------- INVESTMENTS COST FAIR VALUE - ------------------------------------------ ---------- ---------- Huntington Asset Allocation Fund--Balanced $1,130,041 $1,340,544 Huntington Asset Allocation Fund--Growth 690,172 841,307 Huntington Asset Allocation Fund--Income 578,972 669,570 Borror Stock Fund 367,690 191,117 Huntington Monitor Money Market Fund 116,180 116,180 ---------- ---------- $2,883,055 $3,158,718 ========== ==========
1994 --------------------------- INVESTMENTS COST FAIR VALUE - ------------------------------------------ ---------- ---------- Huntington Asset Allocation Fund--Balanced $1,190,038 $1,178,460 Huntington Asset Allocation Fund--Growth 657,652 658,164 Huntington Asset Allocation Fund--Income 622,028 614,364 Borror Stock Fund 348,774 225,525 Huntington Monitor Money Market Fund 102,787 102,787 ---------- ---------- $2,921,279 $2,779,300 ========== ==========
4. PARTICIPANT-DIRECTED INVESTMENTS: In accordance with the salary reduction provisions of the Plan, each participant designates the percentage of employer and participant contributions invested in the following funds: - Balanced Fund - Growth Fund - Income Fund - Borror Stock Fund As of January 1, 1996, two additional funds will be available to participants: the Fidelity Growth Fund and the Huntington Money Market Fund. The employer contributions receivable at December 31, 1995 was allocated to the investment options based on contributions made during the first quarter of 1996. 12 13 The allocation of net assets at December 31, 1995, and changes in net assets since January 1, 1995, for each fund is as follows:
HUNTINGTON FIDELITY MONEY BALANCED GROWTH FUND INCOME BORROR GROWTH MARKET FUND FUND STOCK FUND FUND FUND Net assets available for benefits, beginning of year $ 1,296,338 $ 760,184 $ 674,058 $ 246,588 Employer contributions 64,417 99,860 25,358 41,137 $ 9,401 $ 65,653 Employee contributions 169,672 215,699 62,732 54,891 Interest & dividend income 180 137 70 415 Net appreciation (deprecia- tion) in the fair value of investments 267,056 190,901 116,058 (95,474) Participant termination benefits (226,373) (221,188) (131,621) (23,869) Administrative expenses (17,862) (10,563) (9,122) (3,844) Transfers 17,505 (7,112) 2,085 (12,937) ----------- ----------- ----------- ----------- ----------- ----------- Change in net assets 274,595 267,734 65,560 (39,681) 9,401 65,653 ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits, end of year $ 1,570,933 $ 1,027,918 $ 739,618 $ 206,907 $ 9,401 $ 65,653 =========== =========== =========== =========== =========== ===========
MONITOR MONEY MARKET FUND TOTAL Net assets available for benefits, beginning of year $ 102,787 $ 3,079,955 Employer contributions 305,826 Employee contributions 502,994 Interest & dividend income 6,081 6,883 Net appreciation (deprecia- tion) in the fair value of investments 478,541 Participant termination benefits (603,051) Administrative expenses (454) (41,845) Transfers 459 ----------- ----------- Change in net assets 6,086 649,348 ----------- ----------- Net assets available for benefits, end of year $ 108,873 $ 3,729,303 =========== ===========
The allocation of net assets at December 31, 1994, and changes in net assets since July 1, 1994, the commencement of participant-directed investments, for each fund is as follows:
BORROR MONITOR MONEY BALANCED GROWTH FUND INCOME STOCK FUND MARKET FUND FUND FUND TOTAL Transfers from previous investment options at July 1, 1994 $ 1,095,295 $ 555,256 $ 582,847 $ 183,548 $ 254,142 $ 2,671,088 Employer contributions 104,814 95,168 55,074 81,768 336,824 Employee contributions 97,845 109,603 37,423 59,991 304,862 Interest income 6,772 6,772 Net depreciation in the fair value of investments (1,616) 157 (1,286) (78,719) (81,464) Participant termination benefits (158,127) (158,127) ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits, end of year $ 1,296,338 $ 760,184 $ 674,058 $ 246,588 $ 102,787 $ 3,079,955 =========== =========== =========== =========== =========== ===========
13 14 5. INVESTMENTS: The following investments at December 31, 1995 and 1994 represent 5% or more of net assets available for benefits:
1995 --------------------------- INVESTMENTS COST FAIR VALUE - ------------------------------------------ ---------- ---------- Huntington Asset Allocation Fund--Balanced $1,130,041 $1,340,544 Huntington Asset Allocation Fund--Growth $ 690,172 $ 841,307 Huntington Asset Allocation Fund--Income $ 578,972 $ 669,570 Borror Stock Fund $ 367,690 $ 191,117
1994 --------------------------- INVESTMENTS COST FAIR VALUE - ------------------------------------------ ---------- ---------- Huntington Asset Allocation Fund--Balanced $1,190,038 $1,178,460 Huntington Asset Allocation Fund--Growth $ 657,652 $ 658,164 Huntington Asset Allocation Fund--Income $ 622,028 $ 614,364 Borror Stock Fund $ 348,774 $ 225,525
6. TAX STATUS: The Plan meets the requirements of Sections 401(a), 401(k) and 501(a) of the Internal Revenue Code, as amended by the Employee Retirement Income Security Act of 1974 (ERISA). The Plan qualifies as and has been granted favorable determination of tax-exempt status under Section 501(a). 7. RELATED-PARTY TRANSACTIONS: The Plan held, at fair value, $191,117 and $225,525 of Borror Corporation common stock (Employer securities) at December 31, 1995 and 1994, respectively. 14 15 BORROR CORPORATION RETIREMENT PLAN AND TRUST ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1995
CURRENT INVESTMENTS COST VALUE Huntington Asset Allocation Fund--Balanced $1,130,041 $1,340,544 Huntington Asset Allocation Fund--Growth 690,172 841,307 Huntington Asset Allocation Fund--Income 578,972 669,570 Borror Stock Fund 367,690 191,117 Huntington Monitor Money Market 116,180 116,180 ---------- ---------- $2,883,055 $3,158,718 ========== ==========
15 16 BORROR CORPORATION RETIREMENT PLAN AND TRUST ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1995
DESCRIPTION TOTAL DOLLAR TOTAL DOLLAR NET GAIN NUMBER OF NUMBER OF VALUE OF VALUE OF (LOSS) ON PURCHASES SALES PURCHASES SALES SALES Huntington National Bank Asset Allocation Fund--Income 26 25 $118,928 $176,510 $ 17,797 Huntington National Bank Asset Allocation Fund--Growth 28 32 313,613 307,954 40,278 Huntington National Bank Asset Allocation Fund--Balanced 27 33 289,272 379,998 44,977
16 17 BORROR CORPORATION RETIREMENT PLAN AND TRUST ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 1995 INDEX TO EXHIBITS Exhibit No. Description Page No. ----------- ----------- -------- 24 Consent of Independent Public Accountants Page 18 17 EX-24 2 EXHIBIT 24 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Borror Corporation on Form S-8 (No. 023270) of our report dated May 23, 1996 on our audits of the statements of net assets available for benefits of Borror Corporation Retirement Plan and Trust as of December 31, 1995 and 1994 and the related statements of changes in net assets available for benefits for the years then ended which report is included in this Form 11-K. COOPERS & LYBRAND, L.L.P. Columbus, Ohio May 23, 1996 18 -----END PRIVACY-ENHANCED MESSAGE-----