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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, 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:
Lithonia Lighting Profit-Sharing and Retirement
Plan for Salaried Employees
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, 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 10
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.
Lithonia Lighting Profit Sharing
and Retirement Plan for Salaried Employees
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
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
Lithonia Lighting Profit Sharing and
Retirement Plan for Salaried Employees:
We have audited the accompanying statement of net assets available for benefits
of LITHONIA LIGHTING PROFIT SHARING AND RETIREMENT PLAN FOR SALARIED EMPLOYEES
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 Lithonia
Lighting Profit Sharing and Retirement Plan for Salaried Employees 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
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LITHONIA LIGHTING PROFIT SHARING AND
RETIREMENT PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31,1994 AND 1993
1994 1993 RECEIVABLES
Employer contribution ............ $ 25,421 $ 38,865
Employee contribution ............ 75,617 119,068
Total receivables ................ 101,038 157,933
INVESTMENTS IN NSIDC MASTER TRUST,
at market value (Note 1):
Stable value fund ................ 20,958,760 0
Balanced fund .................... 12,693,251 0
Diversified equity fund .......... 11,858,437 0
Loans to participants ............ 1,638,476 824,608
NSI stock fund ................... 303,025 221,965
NSIDC Master Trust ............... 0 43,380,364
47,451,949 44,426,937
NET ASSETS AVAILABLE FOR BENEFITS $47,552,987 $44,584,870
The accompanying notes are an integral part of these statements.
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LITHONIA LIGHTING PROFIT SHARING AND RETIREMENT PLAN
FOR SALARIED EMPLOYEES
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
Balanced Diversified Stable Value NSI Stock
Fund Equity Fund Fund Fund Loan Fund
NET ASSETS AVAILABLE FOR BENEFITS,
August 31, 1993 ................. $ 0 $ 0 $ 0 $ 228,304 $ 407,677
Contributions ............. 0 0 0 0 0
Net gain from investments . 0 0 0 1,083 0
Benefit payments .......... 0 0 0 (7,422) 0
Intraplan transfers ....... 0 0 0 0 403,075
Other ..................... 0 0 0 0 13,856
NET ASSETS AVAILABLE FOR BENEFITS,
at December 31, 1993 ............ 0 0 0 221,965 824,608
Contributions ............. 1,442,248 1,698,590 1,340,711 22,931 0
Net gain from investments . 266,628 (259,315) 1,538,141 11,900 103,361
Benefit payments .......... (618,233) (538,910) (1,936,749) (57,807) (67,182)
Intraplan transfers ....... 11,633,241 10,993,657 20,050,681 104,831 755,887
Other ..................... 0 0 0 0 21,803
NET ASSETS AVAILABLE FOR BENEFITS,
at December 31, 1994 ............ $ 12,723,884 $ 11,894,022 $ 20,992,784 $ 303,820 $ 1,638,477
LL Equity LL Guaranteed DC Master
Fund Fund Trust Total
NET ASSETS AVAILABLE FOR BENEFITS,
August 31, 1993 ................. $ 10,156,764 $ 31,819,685 $ 0 $ 42,612,430
Contributions ............. 0 0 1,517,627 1,517,627
Net gain from investments . 0 0 1,195,592 1,196,675
Benefit payments .......... (63,984) (114,689) (571,890) (757,985)
Intraplan transfers ....... (10,092,780) (31,704,996) 41,394,701 0
Other ..................... 0 0 2,267 16,123
NET ASSETS AVAILABLE FOR BENEFITS,
at December 31, 1993 ............ 0 0 43,538,297 44,584,870
Contributions ............. 0 0 0 4,504,480
Net gain from investments . 0 0 0 1,660,715
Benefit payments .......... 0 0 0 (3,218,881)
Intraplan transfers ....... 0 0 (43,538,297) 0
Other ..................... 0 0 0 21,803
NET ASSETS AVAILABLE FOR BENEFITS,
at December 31, 1994 ............ $ 0 $ 0 $ 0 $ 47,552,987
The accompanying notes are an integral part of these statements.
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LITHONIA LIGHTING PROFIT SHARING AND RETIREMENT PLAN
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Lithonia Lighting Profit Sharing and Retirement Plan for
Salaried Employees (the "Plan") of Lithonia Lighting Company (LLC), 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 September 1, 1993, 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. Effective
January 1, 1994, participants of the Plan can direct the investment of their
accounts into the various options discussed in Note 4. Prior to January 1, 1994,
the assets of the Plan were invested at the discretion of the Investment
Committee.
Summarized financial information of the NSI DC Master Trust is presented as
follows for the year ended December 31, 1994 and for the period from
September 1, 1993 through December 31, 1993:
1994 1993
Interest and dividend income .................. $ 6,119,451 $ 690,739
Net appreciation (depreciation) in market value (387,149) 530,564
Investment management fees .................... (221,747) (25,711)
Net gain from investments in the NSI DC Master
Trust ......................................... $ 5,510,555 $ 1,195,592
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Allocation to NSI plans:
1994 1993
Lithonia Lighting Profit Sharing and Retirement
Plan for Salaried Employees ................... $ 1,660,715 $ 1,195,592
All other NSI plans .......................... 3,849,840 0
Total ........................................ $ 5,510,555 $ 1,195,592
NSI DC Master Trust Investments:
1994 1993
Equity investment funds ...................... $ 66,145,415 $22,955,664
Guaranteed investment contracts .............. 52,672,980 19,980,382
Loans receivable ............................. 5,145,365 0
NSI common stock ............................. 4,925,868 0
Master notes ................................. 3,343,227 443,710
Cash ......................................... 0 608
132,232,855 43,380,364
Accrued interest income ...................... 74,167 0
Due to broker ................................ (149,089) 0
Receivables .................................. 7,738 0
Total investments ............................ $ 132,165,671 $43,380,364
Allocation to NSI Plans based on participant balances:
Lithonia Lighting Profit-Sharing and
Retirement Plan for Salaried Employees $ 47,451,949
All other NSI plans 84,713,722
Total $ 132,165,671
Investment in NSI Common Stock
As of December 31, 1994, approximately 1% 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.
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 participants' account.
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Tax Status
The Plan has received a favorable determination letter from the Internal Revenue
Service dated September 5, 1986, and is qualified under the Internal Revenue
Code (the "Code") as exempt from federal income taxes. 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 Code. Therefore, the plan administrator
believes that the Plan was qualified and that the related trust 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 Master Trust, Loans to Participants and NSI 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.
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 incorporates requirements of Section 401(a) and 501(a) of the Internal
Revenue Code of 1986 and ERISA as amended from time to time. The Plan is a
voluntary, defined contribution plan covering all full-time, non-union, salaried
employees of the Company with six or more months of service. Contributions are
made by the participants and the Company. Participants contribute between 1% and
15% 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. Prior to September 1, 1993 the maximum percentage was limited to
10%. Participants are 100% vested in their voluntary contributions. The Company
contributes an amount equal to 50% of each participant's Elective Contribution
up to 6% of compensation for each Plan year. Non-vested employer contributions
are forfeited upon withdrawal or termination, as defined, from the Plan and are
added to the employer contribution for allocation to remaining participants. For
any Plan year in which Net Profits, as defined, equal or exceed $6,000,000 the
Employer shall contribute the greater of the 50% matching contribution, as
discussed above, or 2% of the Net Profit for the Plan year. Vesting of employer
contributions occurs on an increasing scale ranging from 10% after one year of
service, as defined, to 100% vesting after seven years of service. All expenses
of the Plan were paid by the Company during 1994 and 1993.
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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. The Plan, as amended and restated,
does not permit employer contributions in excess of 5% of participants'
compensation 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, the participants are vested with
the amounts allocated to their respective accounts; however, the accounts shall
continue to be held by the trustee until such time as the participants terminate
their employment or otherwise become entitled to such vested benefits under the
provisions of the Plan.
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:
* 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 principal.
* 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.