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