SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 33-41313
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
Bairnco Corporation 401(K)
Savings Plan and Trust
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
Bairnco Corporation
2251 Lucien Way
Maitland, Florida 32751
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Advisory Committee of
Bairnco Corporation 401(k) Savings Plan and Trust:
We have audited the accompanying statements of net assets available
for benefits of Bairnco Corporation 401(k) Savings Plan and Trust
as of December 31, 1994 and 1993, and the related statements of
changes in net assets available for benefits for the years then
ended. These financial statements and the schedules referred to
below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements and schedules 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 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, 1994 and 1993, and the
changes in net assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of reportable transactions, assets held for investment
and transactions with parties in interest are presented for
purposes of complying with the Department of Labor 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. Such 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.
Orlando, Florida
March 17, 1995
Arthur Andersen LLP
BAIRNCO CORPORATION
401(k) SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994 AND 1993
1994 1993
ASSETS
INVESTMENTS, at market value (Note 3)
Money market fund $ 435,919 $ 245,206
Corporate bond fund 309,654 279,304
Common stock fund 679,727 547,225
Bairnco common stock fund 136,704 48,562
TOTAL INVESTMENTS 1,562,004 1,120,297
RECEIVABLES
Participants' contributions 56,399 48,561
Accrued investment income 6,949 2,318
TOTAL RECEIVABLES 63,348 50,879
TOTAL ASSETS 1,625,352 1,171,176
NET ASSETS AVAILABLE FOR BENEFITS $ 1,625,352 $ 1,171,176
The accompanying notes are an integral part of these financial
statements.
BAIRNCO CORPORATION
401(k) SAVINGS PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(Note 6)
1994 1993
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $ 1,171,176 $ 680,440
ADDITIONS
Participants' contributions 678,506 546,062
Investment income 63,602 23,354
Net realized and unrealized
depreciation on investments
(Note 2) (79,905) (2,802)
662,203 566,614
DEDUCTIONS
Distributions 194,389 69,403
Administrative expenses (Note 4) 13,638 6,475
208,027 75,878
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 1,625,352 $ 1,171,176
The accompanying notes are an integral part of these financial
statements.
BAIRNCO CORPORATION
401(k) SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 and 1993
1. PLAN DESCRIPTION:
The following description of the Bairnco Corporation 401(k)
Savings Plan and Trust (the "Plan") provides only general
information. Participants of the Plan should refer to the Plan
document for a complete description of the Plan's provisions. The
Plan document is available from Bairnco Corporation at its offices
in Maitland, Florida.
General
Bairnco Corporation ("Bairnco" or the "Corporation")
established the Plan effective July 1, 1991. The Plan is a defined
contribution plan under which all full-time employees become
eligible for participation after the completion of six months of
service and the attainment of age eighteen. Employees who are
eligible for participation may enroll in the Plan as of any January
1 or July 1. Once an employee enrolls in the Plan, salary
deferrals (contributions) may commence on any quarterly date of
January 1, April 1, July 1 or October 1. The Plan excludes non-
resident aliens, leased employees and independent contractors from
participating in the Plan. Union employees of the Corporation are
permitted to participate in the Plan. The Plan is subject to the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Under the terms of the Plan, allowable contributions are
outlined as follows:
Employee Contributions - The participants may elect to defer
a minimum of 1% and a maximum of 25% of compensation, as
defined in the Plan, not to exceed $9,240 and $8,994, for 1994
and 1993, respectively. The maximum dollar amount that may be
deferred is adjusted annually by the Internal Revenue Service.
The amount of the compensation which is deferred, plus any
earnings or losses on that amount, is not subject to federal
income tax until the funds are actually distributed to the
participant by the Plan. However, contributions are subject
to FICA (Social Security and Medicare Taxes) even though the
compensation has not yet been distributed.
Employer Contributions - Although the Corporation may make
matching contributions pursuant to the Plan, no such
contributions were made to the Plan during 1994 or 1993.
In order to satisfy the rules of Section 401(k) of the
Internal Revenue Code, contributions to the Plan by the Highly
Compensated Participant group (as defined in the Plan) are
limited to an average deferral percentage based upon the
average deferral percentage of the Non-Highly Compensated
Participant group (as defined in the Plan).
Participant Accounts
Participants' contributions to the Plan are placed into a
trust fund which is maintained for the exclusive benefit of the
Plan's participants or a participant's designated beneficiary in
the event of the death of the participant. Within the trust fund,
separate accounts are maintained for each participant into which
are allocated the portion of the trust fund attributable to each
participant's contributions and investment earnings and losses.
The Trustee's (see Note 4) direct costs of administering the Trust
Fund and the individual participant accounts are charged to the
participants' accounts. The benefit to which a participant is
entitled is the amount that can be provided from the participant's
aggregate account.
Vesting
A participant shall at all times have a 100 percent
nonforfeitable interest in the value of his/her account
attributable to all contributions made plus or minus investment
earnings and losses thereon and related administrative costs.
The vested portion of any participant's employer matching
account shall be 20% after three years of service and 20% each year
thereafter, so that the employee's accrued benefit relating to
employer contributions will be 100% vested after seven years,
regardless of when the contribution was made during the term of
employment.
Transfers From Other Qualified Plans
Participants who have an interest in any other qualified
employee benefit plan (as described in Section 401(a) of the
Internal Revenue Code) may transfer the distributions from these
plans directly into the Plan at the discretion of the
Administrative Committee (see Note 4).
Distributions
A participant who has attained age 59-1/2 may elect, by filing
a written application with the Administrative Committee, to
withdraw any amount up to 100 percent of the vested portion of his
account, for any reason. For participants who have not attained
age 59-1/2, the reasons for such withdrawals are restricted to
those defined in the Plan.
Upon termination of employment, a participant can elect to
have the balance in the participant's account distributed to the
participant in a single lump sum cash distribution or a partial
distribution if requested in writing by the participant. As an
alternative, the participant may also elect to leave the related
funds in the Plan or transfer the related funds into another
qualified plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The accounting records of the Plan and the Plan's assets are
maintained by SunBank, N.A.. The participants' account balances
are determined on the cash basis; however, the Plan's financial
statements contained herein are presented on an accrual basis.
Investments are stated at fair market value. Securities which
are traded on a national securities exchange are valued at the last
reported sales price on the last business day of the year. Any
unlisted securities are valued at the bid price next preceding the
close of business on the valuation date.
Any unrealized appreciation/depreciation on investments
represents the difference between fair value of investments at the
beginning of the Plan year or when acquired, whichever is later,
and the fair value of investments at the end of the Plan year. Net
realized gains/(losses) from the sale of investments amounted to
$2,542 and $(5,408) for the Plan years ended December 31, 1994 and
1993, respectively.
3. INVESTMENTS:
There are four investment options into which participants may
direct the investment of their accounts. These are a Corporate
Equity Fund (common stock fund), an Intermediate Fixed Income Fund
(corporate bond fund), a Retirement Reserve Fund (money market
fund) and the Bairnco Corporation Common Stock Fund (Bairnco common
stock fund). Participants may separately direct the investment of
future deferrals and existing account balances into these four
investment options in increments of 10%. During 1993 and 1994,
participants were permitted to modify their elections for
investment of future deferrals and existing account balances
between investment funds as of January 1, April 1, July 1 or
October 1. Notice of the change had to be given to the Plan
Administrator prior to the fifth business day of the month
preceding the date of change.
Investments within the corporate bond fund and common stock
fund are made by the Plan Trustee (Note 4) on behalf of the Plan.
These investments are maintained in an investment portfolio with
the Corporation's defined retirement benefit plan investments. As
such, the individual stock and bond investments allocable to the
Plan cannot be specifically identified in the attached Schedule of
Assets Held for Investment. The combined statements of investments
for these funds may be obtained from the Plan Trustee.
4. TRUST AGREEMENT:
Since the inception of the Plan, SunBank, N.A. has acted as
Plan Trustee pursuant to the Plan document which is signed by the
Corporation and Trustee. SunBank, N.A. manages the Plan assets,
makes investment decisions within the funds and makes distributions
to participants as directed by the Plan Administrator. The 401(k)
Administrative Committee of the Corporation is the Plan
Administrator. Expenses incurred by the Plan Trustee or the Plan
Administrator in the performance of their duties may be paid by the
Plan or the Corporation at the Corporation's discretion.
5. PLAN TERMINATION:
Although it has not expressed any intent to do so, the
Corporation reserves the right under the Plan to terminate the
Plan, in whole or in part, at any time. In the event of the Plan's
termination, the Plan assets will be distributed to the
participants in lump sum distributions or transferred to another
qualified plan at the direction of the participant. Upon the
Plan's termination all amounts credited to participants' accounts
are 100% vested.
6. CHANGES IN NET ASSETS BY INVESTMENT FUND:
The following schedule presents changes in the net assets of
the investment funds for the year ended December 31, 1994.
BAIRNCO
COMMON CORPORATE MONEY COMMON
STOCK BOND MARKET STOCK
FUND FUND FUND FUND TOTAL
NET ASSETS AVAILABLE
FOR PLAN BENEFITS, 01/01/94 $ 574,012 $ 286,896 $ 264,725 $ 45,543 $1,171,176
ADDITIONS:
Participants' contributions 343,699 141,741 158,863 34,203 678,506
Investment income 39,684 6,114 14,684 3,120 63,602
Net realized and unrealized
appreciation (depreciation)
on investments (81,918) (4,076) -- 6,089 (79,905)
Transfers from other funds 1,865 -- 64,746 62,261 128,872
303,330 143,779 238,293 105,673 791,075
DEDUCTIONS:
Distributions (101,653) (35,051) (48,421) (9,264) (194,389)
Administrative expenses (6,191) (3,109) (3,384) (954) (13,638)
Transfers to other funds (59,419) (69,453) -- -- (128,872)
(167,263) (107,613) (51,805) (10,218) (336,899)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS, 12/31/94 $ 710,079 $ 323,062 $ 451,213 $ 140,998 $1,625,352
7. TRANSACTIONS WITH PARTIES IN INTEREST:
Under Department of Labor Rules and Regulations for Reporting
and Disclosure, the Plan is required to report investment
transactions with and compensation paid to a "party in interest".
The term "party in interest" is broadly defined but includes
Bairnco Corporation as the Plan's sponsor, SunBank, N.A., as Plan
Trustee, and any person or corporation which renders services to
the Plan. Certain 1994 and 1993 fees for legal and accounting
services provided in connection with the Plan were paid by the Plan
sponsor on behalf of the Plan during these years. Additional fees
paid by the Plan during 1994 and 1993 for services rendered by
parties in interest were based on rates which the Plan's
Administrator believes were customary and reasonable.
8. INCOME TAX STATUS:
The Plan obtained its latest determination letter on November
6, 1992, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the
plan administrator and the plan's tax counsel believe the Plan is
currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore,
they believe that the Plan was qualified and the related trust was
tax exempt as of December 31, 1994.
9. SUPPLEMENTAL SCHEDULES:
Supplemental Schedule I lists the reportable transactions of
the Plan for the year ended December 31, 1994. Purchases and sales
are made at current value on the date of transaction.
Supplemental Schedule II lists the Plan assets held for
investment at December 31, 1994.
Supplemental Schedule III lists transactions with parties in
interest of the Plan for the year ended December 31, 1994.
SCHEDULE I
BAIRNCO CORPORATION
401 (k) SAVINGS PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Sales
Sales Sales Net Gain
Description of Asset Purchases Cost Proceeds (Loss)
Money Market Fund
Purchases:
STI Classic Prime Quality Money
Market Fund, Class A Trust Shares $ 243,517
Sales:
STI Classic Prime Quality Money
Market Fund, Class A Trust Shares $ 52,805 $ 52,805 $ --
Total Money Market Fund $ 243,517 $ 52,805 $ 52,805 $ --
Corporate Bond Fund
Purchases:
SunTrust Corporate Inter Fixed
Income Fund, 3,091 units between
$24.19 and $24.91 per unit $ 75,886
STI Classic Prime Quality Money
Market Fund, Class A Trust Shares 504,350
STI Classic Investment Grade
Bond Fund, 37,042.317 units
between $9.54 and $9.71 per unit 359,033
Sales:
SunTrust Corporate Inter Fixed
Income Fund, 14,238 units between
$24.33 and $24.76 per unit $ 339,471 $ 351,785 $ 12,314
STI Classic Prime Quality Money
Market Fund, Class A Trust Shares 507,653 507,653 --
STI Classic Investment Grade
Bond Fund, 4,719.545 units
between $9.55 and $9.68 per unit 45,791 45,405 (386)
Total Corporate Bond Fund $ 939,269 $ 892,915 $ 904,843 $ 11,928
Common Stock Fund
Purchases:
STI Classic Capital Growth Fund,
35,601.77 units between
$10.83 and $12.73 per unit $ 418,274
STI Classic Prime Quality Money
Market Fund, Class A Trust Shares 423,413
Sales:
STI Classic Capital Growth Fund,
18,103.255 units between
$10.83 and $12.49 per unit $ 216,073 $ 211,289 $ (4,784)
STI Classic Prime Quality Money
Market Fund, Class A Trust Shares 415,977 415,977 --
Total Common Stock Fund $ 841,687 $ 632,050 $ 627,266 $ (4,784)
(Schedule I continued)
Sales
Sales Sales Net Gain
Description of Asset Purchases Cost Proceeds (Loss)
Bairnco Common Stock Fund
Purchases:
Bairnco Corporation Common Stock,
23,862 units between $3.25
and $5.25 per unit $ 94,458
STI Classic Prime Quality Money
Market Fund, Class A Trust Shares 102,488
Sales:
STI Classic Prime Quality Money
Market Fund, Class A Trust Shares $ 104,917 $ 104,917 $ --
Total Bairnco Common Stock Fund $ 196,946 $ 104,917 $ 104,917 $ --
The accompanying notes are an integral part of this schedule.
SCHEDULE II
BAIRNCO CORPORATION
401(k) SAVINGS PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1994
Market Value Unrealized
Description (Note 2) Cost Depreciation
Common Stocks
Bairnco Corporation, 33,642 shares $ 136,704 $ 153,277 $(16,573)
Other Common Stock 679,727 741,836 (62,109)
Total Common Stocks $ 816,431 $ 895,113 $(78,682)
Other Investments
Money Market Funds $ 435,919 $ 435,919 $ --
Corporate Bonds 309,654 313,242 (3,588)
Total Other Investments $ 745,573 $ 749,161 $ (3,588)
Total $1,562,004 $1,644,274 $(82,270)
The accompanying notes are an integral part of this schedule.
SCHEDULE III
BAIRNCO CORPORATION
401(k) SAVINGS PLAN AND TRUST
SCHEDULE OF TRANSACTIONS WITH PARTIES IN INTEREST
FOR THE YEAR ENDED DECEMBER 31, 1994
Description Amount
Sold 359 shares of Bairnco Corporation Common Stock
at $3.750 less commission of $43.08 $ 1,303
Sold 1,047 shares of Bairnco Corporation Common Stock
at $3.625 less commission of $94.23 $ 3,701
Sold 719 shares of Bairnco Corporation Common Stock
at $4.125 less commission of $64.71 $ 2,901
Purchased 516 shares of Bairnco Corporation Common
Stock at $3.750 plus commission of $61.92 $ (1,997)
Purchased 4,965 shares of Bairnco Corporation Common
Stock at $3.250 plus commission of $446.85 $(16,583)
Purchased 1,345 shares of Bairnco Corporation Common
Stock at $3.625 plus commission of $121.05 $ (4,997)
Purchased 538 shares of Bairnco Corporation Common
Stock at $3.625 plus commission of $48.42 $ (1,999)
Purchased 402 shares of Bairnco Corporation Common
Stock at $4.875 plus commission of $36.18 $ (1,996)
Purchased 636 shares of Bairnco Corporation Common
Stock at $5.250 plus commission of $57.24 $ (3,396)
Purchased 1,036 shares of Bairnco Corporation Common
Stock at $4.250 plus commission of $93.24 $ (4,496)
Purchased 12,224 shares of Bairnco Corporation Common
Stock at $4.000 plus commission of $1,100.16 $(49,996)
Purchased 2,200 shares of Bairnco Corporation Common
Stock at $4.000 plus commission of $198.00 $ (8,998)
The accompanying notes are an integral part of this schedule.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrative Committee has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
BAIRNCO CORPORATION 401(K)
SAVINGS PLAN AND TRUST
(Name of Plan)
Date: March 17, 1995 By: /s/ J. Robert Wilkinson
J. ROBERT WILKINSON
Administrative Committee Member