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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, 1993
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:
Selig Chemical Industries 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
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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, 1993 and August 31, 1993
Statements of Changes in Net Assets Available for Plan Benefits for
the Four-Month Period Ended December 31, 1993 and the Year Ended
August 31, 1993
Notes to Financial Statements
2. Exhibits
Sequentially
Numbered
The following exhibit is filed with this report: Page
23 Consent of Arthur Andersen & Co. 11
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.
Selig Chemical Industries Retirement Plan
Date: June 28, 1994 By: National Service Industries, Inc.
Plan Administrator
By: /s/ D. Raymond Riddle
Name: D. Raymond Riddle
Title: President and Chief Executive Officer
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Selig Chemical Industries Retirement Plan:
We have audited the accompanying statements of net assets available
for plan benefits of the SELIG CHEMICAL INDUSTRIES RETIREMENT PLAN as
of December 31, 1993 and August 31, 1993 and the related statements of
changes in net assets available for plan benefits for the four-month
period ended December 31, 1993 and the year ended August 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 amd 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 plan
benefits of the Selig Chemical Industries Retirement Plan as of
December 31, 1993 and August 31, 1993 and the changes in net assets
available for plan benefits for the four-month period ended December
31, 1993 and the year ended August 31, 1993 in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
June 6, 1994
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SELIG CHEMICAL INDUSTRIES RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND AUGUST 31, 1993
December 31, 1993 August 31, 1993
RECEIVABLES:
Employer Contributions $ 0 $ 44,349
Employee Contributions 25,846 26,455
--------- ---------
Total Receivables 25,846 70,804
--------- ---------
INVESTMENTS, at market value
(Note 1):
NSI DC Fixed Income Fund 5,884,022 5,889,404
--------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ 5,909,868 $ 5,960,208
========= =========
The accompanying notes are an integral
part of these statements.
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SELIG CHEMICAL INDUSTRIES RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE FOUR MONTH PERIOD ENDED DECEMBER 31, 1993
AND THE YEAR ENDED AUGUST 31, 1993
Four Month
Period Ended Year Ended
December 31, 1993 August 31, 1993
CONTRIBUTIONS (Note 3):
Employer $ 0 $ 105,182
Employee 113,195 291,900
--------- ---------
113,195 397,082
--------- ---------
NET GAIN FROM INVESTMENTS IN:
DC Fixed Income Fund (Note 1) 164,849 294,176
FIF Units (Note 1) 0 146,322
--------- ---------
164,849 440,498
--------- ---------
AMOUNTS PAID TO PARTICIPANTS <328,384> <416,353>
--------- ---------
(DECREASE) INCREASE IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS <50,340> 421,227
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF PERIOD 5,960,208 5,538,981
--------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF PERIOD $ 5,909,868 $ 5,960,208
========= =========
The accompanying notes are an integral
part of these statements.
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SELIG CHEMICAL INDUSTRIES RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND AUGUST 31, 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting -
The accounts of the Selig Chemical Industries (the "Company") Retirement
Plan (the "Plan"), 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 Fixed Income Fund -
A portion of the Plan's assets were commingled in a Fixed Income Fund
(FIF) together with the assets of pension and profit sharing plans of
other NSI divisions. Investments of the FIF were 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.
The net gain from investments in FIF units in the accompanying
Statements of Changes in Net Assets Available for Plan Benefits
reflects interest income on guaranteed investment contracts and master
notes. On January 1, 1993, investments of this fund were reinvested in
the NSI Defined Contribution Fixed Income Fund.
Summarized financial information of the FIF for the period September 1,
1992 to December 31, 1992 is presented as follows:
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1992
Net gain from investments in
FIF units during the period $ 1,774,924
=========
Allocation to NSI plans (based on
number of units owned):
Selig Chemical Industries
Retirement Plan $ 146,322
All other NSI plans 1,628,602
---------
Total $ 1,774,924
=========
Investment in NSI Defined Contribution Fixed Income Fund -
As of January 1, 1993, 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. The net gain
from investments in the DC Fixed Income Fund in the accompanying
Statements of Changes in Net Assets Available for Plan Benefits
reflects interest income on guaranteed investment contracts and master
notes.
Summarized financial information of the DC Fixed Income Fund is
presented as follows:
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September 1, 1993 January 1, 1993
to to
December 31, 1993 August 31, 1993
Interest and dividend income $ 1,464,731 $ 2,507,338
Investment management fees <6,775> <5,631>
--------- ---------
Net gain from investments in the
DC Fixed Income Fund during
the period $ 1,457,956 $ 2,501,707
========= =========
Allocation to NSI plans:
Selig Chemical Industries
Retirement Plan $ 164,848 $ 294,176
All other NSI plans 1,293,108 2,207,531
--------- ---------
Total $ 1,457,956 $ 2,501,707
========= =========
December 31, 1993 August 31, 1993
DC FIXED INCOME FUND INVESTMENTS:
Guaranteed Investment Contracts $ 36,541,338 $ 50,929,142
Master Notes 16,618,541 1,052,739
Cash 22,953 6,141
Accrued Investment Income 9,817 0
---------- ----------
Total investments $ 53,192,649 $ 51,988,022
========== ==========
Allocation to NSI Plans (based on
participant balances):
December 31, 1993 August 31, 1993
Selig Chemical Industries
Retirement Plan $ 5,884,022 11.07% $ 5,889,404 11.33%
All Other NSI Plans 47,308,627 88.93% 46,098,618 88.67%
----------- ------ ----------- ------
$53,192,649 100.00% $51,988,022 100.00%
=========== ====== =========== ======
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Net Assets Available for Plan Benefits -
At August 31, 1993, $8,781 of net assets available for plan benefits
were allocated to accounts of participants who have withdrawn from
participation in the earnings and operations of the Plan. There were
no such amounts allocated at December 31, 1993.
Tax Status -
The Plan has received a favorable determination letter from the Internal
Revenue Service dated September 30, 1986, and is qualified under the
Internal Revenue Code (the "Code") as exempt from federal income
taxes. The Plan has been amended and restated 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 Code. Therefore, the plan
administrator believes that the Plan was qualified and that the
related trust was tax-exempt as of December 31, 1993.
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 assets
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.
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, as amended and restated effective February 1, 1988, incorporates
the requirements of Sections 401(a) and 501(a) of the Internal Revenue
Code of 1986 and the Employee Retirement Income Security Act of 1974
(ERISA), as amended from time to time. The Plan is a voluntary, defined
contribution plan covering all employees of the Company who have
attained the age of 21 with six consecutive months of service during
which at least 500 hours
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of employment are completed. Contributions are made by the company and
participants of the Plan. The company contributes an amount equal to 5%
of net profits, as defined. Participants contribute between 2% and 8% of
their before tax compensation but not to exceed $7,000 (or such larger
amount as may be determined by the Secretary of Treasury) for any
participant in any plan year. 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.
All expenses of the Plan are paid by the Company.
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 August 31, 1993
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.
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.