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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, 1996
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:
North Bros., Inc. 401(k) Retirement Plan
for Non-Field 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 Benefits as of December
31, 1996 and 1995
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, for the Year Ended December 31, 1996
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.
North Bros., Inc. 401(k) Retirement Plan
for Non-Field Employees
Date: June 18, 1997 By: National Service Industries, Inc.
Plan Administrator
By: /s/ James S. Balloun
Name: James S. Balloun
Title: Chairman and Chief Executive Officer
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
North Bros., Inc. 401(k) Retirement Plan
for Non-Field Employees:
We have audited the accompanying statements of net assets available for benefits
of NORTH BROS., INC. 401(k) RETIREMENT PLAN FOR NON-FIELD EMPLOYEES as of
December 31, 1996 and 1995 and the related statement of changes in net assets
available for benefits, with fund information, for the year ended December 31,
1996. 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, 1996 and 1995 and the changes in net assets available for benefits
for the year ended December 31, 1996 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
June 12, 1997
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NORTH BROS., INC.
401(k) RETIREMENT PLAN FOR NON-FIELD EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
1996 1995
INVESTMENT IN NSI DC TRUST, at fair value (Note 2):
Balanced Fund ..................................... $ 30,275 $ 4,495
Diversified Equity Fund ........................... 78,662 9,032
Stable Value Fund ................................. 6,403 471
NSI Stock Fund .................................... 15,500 1,275
Loan Fund ......................................... 9,671 0
International Fund ................................ 17,907 2,054
Total investment ........................ 158,418 17,327
CONTRIBUTIONS RECEIVABLE--PARTICIPANT ................. 5,302 0
REFUNDS PAYABLE TO PARTICIPANTS ....................... (32,486) (2,726)
NET ASSETS AVAILABLE FOR BENEFITS ..................... $ 131,234 $ 14,601
The accompanying notes are an integral part of these statements.
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NORTH BROS., INC.
401(k) RETIREMENT PLAN FOR NON-FIELD EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1996
Diversified Stable NSI
Balanced Equity Value Stock International Loan
Fund Fund Fund Fund Fund Fund Other Total
PARTICIPANT CONTRIBUTIONS .............. $ 30,402 $ 65,299 $ 6,336 $ 14,725 $ 16,429 $ 0 $(27,184) $ 106,007
NET GAIN FROM INVESTMENT IN NSI DC TRUST 2,761 8,677 211 843 762 0 0 13,254
BENEFITS PAID TO PARTICIPANTS .......... (1,522) (3,095) 0 (1,762) (688) 0 0 (7,067)
INTRAPLAN TRANSFERS .................... (4,792) (4,032) (616) 419 (650) 9,671 0 0
OTHER .................................. 0 4,438 1 0 0 0 0 4,439
NET INCREASE (DECREASE)................. 26,849 71,287 5,932 14,225 15,853 9,671 (27,184) 116,633
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1995 ...................... 3,426 7,375 471 1,275 2,054 0 0 14,601
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1996 ...................... $ 30,275 $ 78,662 $ 6,403 $ 15,500 $ 17,907 $9,671 $(27,184) $ 131,234
The accompanying notes are an integral part of this statement.
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NORTH BROS., INC.
401(k) RETIREMENT PLAN FOR NON-FIELD EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
1. PLAN DESCRIPTION
The following brief description of the North Bros., Inc. 401(k) Retirement
Plan for Non-Field Employees (the "Plan"), formerly known as the Insulation
Division 401(k) Retirement Plan for Non-Field Employees of North Bros.,
Inc. (the "Company"), a subsidiary 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 October 1, 1995 under
the provisions of Section 401(a) of the Internal Revenue Code ("IRC"). The
Plan covers all nonunion employees of the Company who are classified as
"non-field employees" and who have attained the age of 21 and have
completed 12 months of service, as defined. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended.
Contributions
Participants may elect to contribute between 1% and 15% of before-tax
compensation, as defined in the Plan, subject to certain limitations under
the IRC. Matching contributions are made at the Company's discretion.
Additional discretionary profit-sharing amounts, as determined by the board
of directors of NSI, may be contributed by the Company.
Matching contributions, if any, are made to participants who made elective
deferrals during the plan year, are actively employed on the last day of
the plan year, and have completed one year of service, as defined, for the
plan year. Allocations are based on each participant's deferral relative to
the deferrals of qualifying participants.
Profit-sharing contributions, if any, are allocated to participants who are
actively employed on the last day of the plan year and who have completed
one year of service, as defined, for the plan year. Allocations to
qualifying participants are made based on each participant's compensation
relative to the compensation of all qualifying participants.
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Vesting
Participants are always fully vested in their individual contributions.
Vesting of employer contributions occurs on an increasing scale, ranging
from 20% vesting after one year of service, as defined, to 100% vesting
after five years of service. Nonvested employer contributions are forfeited
upon a participant's withdrawal from the Plan and are used to reduce future
employer contributions or to offset the operational expenses of the Plan.
Administration
All administrative expenses of the Plan were paid by the Company during the
year ended December 31, 1996.
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.
The Plan assigns units to its participants. At December 31, 1996 and 1995,
16,550 and 1,646 units, respectively, were assigned to plan participants.
Unit values for each investment fund were as follows at December 31, 1996
and 1995:
1996 1995
Balanced Fund .................. $ 26.40 $ 22.95
Diversified Equity Fund ........ 12.05 10.57
Stable Value Fund .............. 11.31 10.59
NSI Stock Fund ................. 14.52 12.39
International Fund ............. 5.01 4.59
Investment in Master Trust
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 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.
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
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in 5% increments, with changes allowed on a daily basis. Participants may
not direct the investment of company matching or profit-sharing
contributions. These are invested in the NSI Stock Fund discussed below.
The separate investment options offered by the Plan are as follows:
o Diversified Equity Fund. This fund is a diversified stock fund
designed to invest in a broad range of common stocks providing capital
growth.
o Stable Value Fund. This is a fixed income fund designed to provide a
steady level of current income while focusing on preservation of
principal.
o 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.
o 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.
o 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 lesser of 50% of the
participant's vested account balance or $50,000. A participant has up to
five years to repay 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 rates on loans to
participants are 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). These
benefits are payable in a lump-sum amount or can be paid in installments at
the participant's election if his/her vested balance is greater than $3,500
and he/she is age 55 or older. A participant who terminated employment with
the Company for reasons other than these is entitled to receive his/her
contributions in a lump sum as soon as administratively feasible.
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. If the equivalent number of shares to be distributed to a participant
is less than 100, then the participant may elect to receive cash instead of
shares as his/her distribution.
Hardship withdrawals may be made upon proven financial hardship of a
participant, as defined in the plan agreement and as approved by the Plan's
retirement committee.
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Plan Termination
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 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 ("GICs"), 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.
GICs included in the NSI DC 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, 1996 and 1995, contract value approximates fair
value. At December 31, 1996, the weighted average crediting interest rate
was 6.74%. For the year ended December 31, 1996, the annual yield on the
GICs held by the NSI DC Trust was 6.9%. For certain of the GICs held by
the NSI DC Trust, crediting interest rates may be changed if certain
events occur, 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.
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3. NSI DC TRUST
Investment Income
Investment income of the NSI DC Trust for the year ended December 31, 1996
is summarized as follows:
Dividends on common stock .................... $ 360,166
Interest income .............................. 4,320,463
Net appreciation in fair value of common stock 1,031,354
Net income from mutual fund .................. 10,129,284
Net income from common/collective trust ...... 7,315,993
Net income from pooled separate account ...... 160,826
Total investment income ........ $23,318,086
The investment income of the NSI DC Trust for the year ended December 31,
1996 is allocated among participating plans as follows:
North Bros., Inc. 401(k) Retirement
Plan for Non-Field Employees ............... $ 13,254
All other NSI plans ........................ 23,304,832
Total ................................... $23,318,086
Net Assets
The net assets of the NSI DC Trust are as follows at December 31, 1996 and
1995:
1996 1995
Mutual fund ................................ $ 63,411,122 $ 47,636,487
Common/collective trust .................... 57,558,795 48,146,903
Guaranteed investment contracts ............ 55,187,898 55,129,605
Loans receivable from participants ......... 6,828,607 6,104,302
NSI common stock ........................... 11,279,289 7,637,554
Money market fund .......................... 3,704,985 1,377,443
Pooled separate account .................... 2,723,094 871,467
200,693,790 166,903,761
Cash ....................................... 13,342 127,031
200,707,132 167,030,792
Accrued investment income .................. 100,534 76,779
Adjustments for pending trades ............. (223,542) (211,964)
Other ...................................... (54,239) 49,961
Net assets ............................. $ 200,529,885 $ 166,945,568
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The allocation of the net assets of the NSI DC Trust to participating plans
is based on participant units and is as follows as of December 31, 1996 and
1995:
1996 1995
Amount Percent Amount Percent
North Bros., Inc. 401(k) Retirement
Plan for Non-Field Employees .. $ 158,418 0.1% $ 17,327 0.01%
All other plans ................... 200,371,467 99.9 166,928,241 99.99
Total ............... $200,529,885 100.0% $166,945,568 100.00%
Investment in NSI Common Stock
As of December 31, 1996 and 1995, approximately 5.6% and 4.6%,
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 not received a determination letter from the Internal Revenue
Service. 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 that the related trust was tax-exempt as of
December 31, 1996 and 1995.
5. SUBSEQUENT EVENT
The Plan was amended, effective February 21, 1997, to suspend all
contributions to the Plan and to terminate the Plan. All participants
became fully vested. In addition, North Bros., Inc. was sold by NSI to
Performance Contracting Group, Inc., and all employees of the Company
became employees of Performance Contracting Group, Inc.