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, 1995
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, 1995 and 1994, 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 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 Bairnco Corporation 401(k) Savings Plan and Trust as
of December 31, 1995 and 1994, 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 15, 1996
Arthur Andersen LLP
BAIRNCO CORPORATION
401(k) SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
1995 1994
ASSETS
INVESTMENTS, at fair market value
(Notes 2 & 3)
Money market fund $ 630,998 $ 435,919
Corporate bond fund 409,483 309,654
Common stock fund 1,120,700 679,727
Bairnco common stock fund 154,559 136,704
Participant notes receivable 12,744 --
TOTAL INVESTMENTS 2,328,484 1,562,004
RECEIVABLES
Participants' contributions 46,494 56,399
Accrued investment income 6,865 6,949
TOTAL RECEIVABLES 53,359 63,348
TOTAL ASSETS 2,381,843 1,625,352
NET ASSETS AVAILABLE FOR BENEFITS $ 2,381,843 $ 1,625,352
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, 1995 AND 1994
(Note 6)
1995 1994
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $ 1,625,352 $ 1,171,176
ADDITIONS:
Participants' contributions 724,508 678,506
Investment income 61,710 63,602
Net realized and unrealized
appreciation (depreciation)
on investments (Note 2) 319,307 (79,905)
1,105,525 662,203
DEDUCTIONS:
Distributions 349,034 194,389
Administrative expenses (Note 4) -- 13,638
349,034 208,027
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 2,381,843 $ 1,625,352
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, 1995 and 1994
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.
Once an employee becomes eligible for participation, salary deferrals
(contributions) may commence on any subsequent semi-annual enrollment date
of January 1 or July 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 for both 1995 and 1994. 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 1995 or 1994. 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 related 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 participant'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/her 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.
Participant Notes Receivable
Effective January 1, 1995, a participant may borrow, with the
approval of the Administrative Committee, from his/her account for the
purposes of purchasing a principal residence, educational or medical
expenses, and to prevent foreclosure on the home of a participant. Funds
may be borrowed at a minimum of $1,000 up to a maximum equal to the lesser
of (1) a total of $50,000 of borrowings within one year or (2) 50% of the
participant's account balance.
Loan transactions are treated as a transfer to(from) the investment
fund from(to) the participant notes receivable account. Loan terms range
from 1-5 years or up to 15 years for the purchase of a primary residence.
The loans are secured by the balance in the participant's account and bear
interest at a rate commensurate with local prevailing rates as determined
quarterly by the plan administrator. During 1995, interest rates ranged
from 7.5% to 8.5%. Principal and interest are paid quarterly through
payroll deductions. As of December 31, 1995, there were seven loans
outstanding.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis Of Accounting-
The accounting records of the Plan and the Plan's assets are
maintained by SunTrust Banks of Florida, Inc. (formerly SunBank, NA)
("SunTrust"). The participants' account balances are determined on the
cash basis; however, the Plan's financial statements contained herein are
presented on an accrual basis.
Investment Valuation and Income Recognition-
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. Participant notes receivable are valued at cost which
approximates fair value.
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 from the sale
of investments amounted to $143,345 and $2,542 for the Plan years ended
December 31, 1995 and 1994, respectively.
3. INVESTMENTS:
There are four investment options into which participants may direct
the investment of their accounts. These are a Capital Growth Fund (common
stock fund), an Investment Grade Bond Fund (corporate bond fund), a Prime
Quality Fund (money market fund) and the Bairnco Corporation Common Stock
Fund (Bairnco common stock fund). Participants invest in units of
participation of the fund which represents an undivided interest in the
underlying assets of the fund. Participants may separately direct the
investment of future deferrals and existing account balances into these
four investment options in increments of 10%. During 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. Effective January 1, 1995, participants were permitted
to modify their elections for future deferrals and existing account
balances between investment funds on a daily basis.
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, SunTrust has acted as Plan Trustee
pursuant to the Plan document which is signed by the Corporation and
Trustee. SunTrust manages the Plan assets, makes investment decisions
within the funds and makes distributions to participants as directed by the
Plan Administrator. The 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. Through December 31,
1994, these expenses paid by the Plan were reported as deductions of the
net assets of the Plan. During 1995, all investment managers' fees were
paid directly by the Plan and the assets of the Plan reported at net market
value. The fees charged were based on a percentage of the net assets of
the respective funds as follows:
Capital Growth Fund 1.15%
Investment Grade Bond Fund 0.75%
Prime Quality Fund 0.58%
Bairnco Stock Fund 0.75%
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, 1995.
BAIRNCO
COMMON CORP. MONEY COMMON PART.
STOCK BOND MARKET STOCK NOTES
FUND FUND FUND FUND REC. TOTAL
Net Assets Available for
Plan Benefits, 01/01/95 $ 710,079 $323,062 $451,213 $140,998 $ -- $1,625,352
ADDITIONS:
Participants' contributions 331,015 140,113 211,721 41,659 -- 724,508
Investment income 10,003 23,128 28,579 -- -- 61,710
Net realized and unrealized
appreciation(depreciation)
on investments 232,090 37,735 (31) 49,513 -- 319,307
Loan repayments 513 352 283 100 (1,248) --
Transfers from other funds 26,604 8,758 40,980 1,247 -- 77,589
600,225 210,086 281,532 92,519 (1,248) 1,183,114
DEDUCTIONS:
Distributions (142,315) (100,445) (82,104) (24,170) -- (349,034)
Loans (5,646) (3,685) (2,742) (1,919) 13,992 --
Transfers to other funds (17,975) (8,383) (1,432) (49,799) -- (77,589)
(165,936) (112,513) (86,278) (75,888) 13,992 (426,623)
Net Assets Available for
Plan Benefits, 12/31/95 $1,144,368 $420,635 $646,467 $157,629 $12,744 $2,381,843
The following schedule presents changes in the net assets of the
investment funds for the year ended December 31, 1994.
BAIRNCO
COMMON CORP. 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,
SunTrust, as Plan Trustee, and any person or corporation which renders
services to the Plan. Certain 1995 and 1994 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 1995 and 1994 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 March 5, 1996, 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.
9. SUPPLEMENTAL SCHEDULES:
Supplemental Schedule I lists the reportable transactions of the Plan
for the year ended December 31, 1995. Purchases and sales are made at
market value on the date of transaction.
Supplemental Schedule II lists the Plan assets held for investment at
December 31, 1995.
Supplemental Schedule III lists transactions with parties in interest
of the Plan for the year ended December 31, 1995.
SCHEDULE I
BAIRNCO CORPORATION
401(k) SAVINGS PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Cost of Sales Net Gain
Description of Transaction Purchases Sales Proceeds on Sales
Purchases:
STI Classic Prime Quality Money Market
Fund, Class A Trust Shares $438,011
STI Classic Prime Quality Money Market
Fund, Class A Trust Shares 487,655
Sales:
STI Classic Prime Quality Money Market
Fund, Class A Trust Shares $487,655 $487,655 $ --
STI Classic Prime Quality Money Market
Fund, Class A Trust Shares 435,917 435,917 --
Total All Funds $925,666 $923,572 $923,572 $ --
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, 1995
Market Value Unrealized
Description (Note 2) Cost Appreciation
Common Stocks
Bairnco Corporation, 10,885 units
@ $14.20 per unit $ 154,559 $ 115,538 $ 39,021
Other Common Stock, 82,892 units
@ $13.52 per unit 1,120,700 1,012,506 108,194
Total Common Stocks 1,275,259 1,128,044 147,215
Other Investments
Money Market Funds, 630,998 units
@ $1.00 per unit 630,998 630,998 --
Corporate Bonds, 38,594 units
@ $10.61 per unit 409,483 380,736 28,747
Participant Notes Receivable 12,744 12,744 --
Total Other Investments 1,053,225 1,024,478 28,747
Total $2,328,484 $2,152,522 $ 175,962
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, 1995
Description Amount
Sold 9,398.862 units of Bairnco Corporation Stock
Fund between $10.295 and $14.205 per unit $106,927
Purchased 6,613.682 units of Bairnco Corporation
Stock Fund between $10.295 and $13.702 per unit $ 75,291
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 15, 1996 By: /s/ J. ROBERT WILKINSON
J. ROBERT WILKINSON
Administrative Committee Member