SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) (x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REMITTED WITH FORM 10-K] FOR THE FISCAL YEAR ENDED OCTOBER 1, 1993 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM -------------- TO -------------- Commission File Number: 1-9348 QMS, INC. (Exact name of registrant as specified in its charter) Delaware 63-0737870 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Magnum Pass, Mobile, Alabama 36618 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (205) 633-4300 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered Common Stock, $.01 New York Stock Exchange par value per share Rights to purchase shares of Series A Participating Preferred Stock New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (XX) No ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) Aggregate market value of the voting stock held by non-affiliates of the registrant as of November 29, 1993: approximately $99,392,000. Number of shares of Common Stock outstanding as of November 29, 1993: 10,700,457. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's 1993 Annual Report to Stockholders are incorporated by reference into Part II. Portions of the Registrant's definitive Proxy Statement for its Annual Meeting of Stockholders to be held January 25, 1994 are incorporated by reference into Part III. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 11-K ANNUAL REPORT FILED 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. FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993. OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM ----------- TO -----------. COMMISSION FILE NUMBER 1-9348 QMS INC. CASH OR DEFERRED RETIREMENT PLAN QMS, INC. ONE MAGNUM PASS MOBILE, ALABAMA 36618 FINANCIAL STATEMENTS The following financial statements of the Plan are filed with this Report: * Independent Auditors' Report * Statements of Net Assets Available for Benefits, December 31, 1993 and 1992 * Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 1993, 1992 and 1991 * Notes to Financial Statements * Supplemental Schedules: - Assets Held for Investment Purposes, December 31, 1993. - Reportable Transactions - Single Transactions, Year Ended December 31, 1993 - Reportable Transactions - Transactions Involving Securities of the Same Issue, Year Ended December 31, 1993 * The written consent of Deloitte & Touche with respect to the 1993 plan annual financial statements is included herein as Exhibit 1. QMS, INC. CASH OR DEFERRED RETIREMENT PLAN Statements of Net Assets Available for Benefits as of December 31, 1993, and 1992, and Related Statements of Changes in Net Assets Available for Benefits for Each of the Three Years in the Period Ended December 31, 1993, Additional Information (Supplemental Schedules) and Independent Auditors' Report QMS, INC. CASH OR DEFERRED RETIREMENT PLAN TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits, December 31, 1993 and 1992 2 Statements of Net Assets Available for Benefits, Years Ended December 31, 1993, 1992, and 1991 3 Notes to Financial Statements 4-6 SUPPLEMENTAL SCHEDULES: Item 27a-Schedule of Assets Held for Investment Purposes, December 31, 1993 7 Item 27d-Schedule of Reportable Transactions, Year Ended December 31, 1993 8-9 INDEPENDENT AUDITORS' REPORT Plan Administrator QMS, Inc. Cash or Deferred Retirement Plan: We have audited the accompanying statements of net assets available for benefits of the QMS, Inc. Cash or Deferred Retirement Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for each of the three years in the 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 the Plan at December 31, 1993 and 1992, and the changes in its net assets available for benefits for the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds, and is not a required part of the basic financial statements. Further, the accompanying supplemental schedules of (1) Item 27a-Schedule of Assets Held for Investment Purposes, December 31, 1993, and (2) Item 27d-Schedule of Reportable Transactions, Year Ended December 31, 1993, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such supplemental information by fund and such supplemental schedules are the responsibility of the Plan's management and have been subjected to the auditing procedures applied in our audit of the basic 1993 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. As discussed in Note 2 to the financial statements, the Plan changed its method of accounting for benefits payable to participants who have withdrawn from participation in the Plan. /s/DELOITTE & TOUCHE DELOITTE & TOUCHE MOBILE, ALABAMA June 10, 1994 QMS, INC. CASH OR DEFERRED RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992 1993 SUPPLEMENTAL INFORMATION BY FUND 1993 RETIREMENT CORPORATE COMPANY TOTAL PRESERVATION BOND STOCK CAPITAL FUNDS ASSETS INVESTMENTS-at current quoted market value: Merrill Lynch Retirement Preservation Trust $ 4,323,818 $ 4,323,818 AmSouth Money Market Funds Merrill Lynch Corporate Bond Fund Investment Grade Class A $ 4,423 4,423 Merrill Lynch Capital Fund Class A $5,763,863 5,763,863 AmSouth Collective Investment Trust Variable Income Fund ASO Outlook Group Equity Fund QMS, Inc. stock $1,535,144 1,535,144 ---------- ------- --------- ---------- -------- Total Investments 4,323,818 4,423 1,535,144 5,763,863 11,627,248 EMPLOYER CONTRIBUTIONS RECEIVABLE 350,452 14,336 185,108 496,241 1,046,137 OTHER RECEIVABLES 96,366 1,733 57,725 132,358 288,182 -------- -------- --------- --------- -------- TOTAL ASSETS $ 4,770,636 $20,492 $1,777,977 $6,392,462 $12,961,567 LIABILITIES - DUE TO TERMINATED EMPLOYEES -------- --------- --------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ 4,770,636 $20,492 $1,777,977 $6,392,462 $12,961,567 1993 SUPPLEMENTAL INFORMATION BY FUND (CON'T) 1992 TOTAL FUNDS ASSETS INVESTMENTS-at current quoted market value: Merrill Lynch Retirement Preservation Trust AmSouth Money Market Funds $ 753,993 Merrill Lynch Corporate Bond Fund Investment Grade Class A Merrill Lynch Capital Fund Class A AmSouth Collective Investment Trust Variable Income Fund 3,321,715 ASO Outlook Group Equity Fund 3,170,008 QMS, Inc. stock 2,041,918 ---------- Total Investments 9,287,634 EMPLOYER CONTRIBUTIONS RECEIVABLE 1,029,391 OTHER RECEIVABLES 226,128 ---------- TOTAL ASSETS 10,543,153 LIABILITIES - DUE TO TERMINATED EMPLOYEES 481,230 ---------- NET ASSETS AVAILABLE FOR BENEFITS $10,061,923 =========== See notes to financial statements. QMS, INC. CASH OR DEFERRED RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 1993 SUPPLEMENTAL INFORMATION BY FUND AMSOUTH BENEFIT VARIABLE DIVERSIFIED COMPANY MONEY DISTRI- INCREASES: INCOME STOCK STOCK MARKET BUTION Contributions: Participants $ 515,007 $ 733,806 $ 334,029 $ 162,865 $ (318) Employer -------- -------- -------- ------- -------- Total contributions 515,007 733,806 334,029 162,865 (318) -------- -------- -------- -------- -------- Investment income (expense): Interest 94,779 29,460 1,594 15,168 221 Dividends 70,385 -------- -------- -------- -------- -------- Total investment income 94,779 99,845 1,594 15,168 221 (expense) -------- -------- -------- -------- Net appreciation (depreciation) in fair value of investments 106,649 576,447 (347,992) Miscellaneous receipts -------- -------- -------- -------- -------- Total increase (decrease) 716,435 1,410,098 (12,369) 178,033 (97) -------- --------- -------- -------- DECREASES: Benefit payments(Note 2) 323,860 512,278 102,654 57,950 Plan assets due terminated employees - net (Note 2) Noncash distributions 136,093 -------- --------- -------- -------- Total decreases 323,860 512,278 238,747 57,950 -------- --------- -------- -------- INTERFUND TRANSFERS (386,908) 982,320 (277,053) (317,931) (428) -------- --------- --------- -------- -------- NET INCREASE (DECREASE) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 5,667 1,880,140 (528,169) (197,848) (525) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (Note 2) 97,251 229,370 138,808 15,801 --------- --------- --------- --------- -------- NET INCREASE (DECREASE) 102,918 2,109,510 (389,361) (182,047) (525) TRANSFERS BETWEEN TRUSTEES (3,770,413) (5,688,278) (1,757,763) (485,964) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 3,667,495 3,578,768 2,147,124 668,011 525 --------- --------- ---------- -------- ------- End of Year $ 0 $ 0 $ 0 $ 0 $ 0 ========= ========= ========= ========= ======== See note to financial statements 1993 SUPPLEMENTAL INFORMATION BY FUND (CON'T) MERRILL LYNCH RETIREMENT CORPORATE COMPANY INCREASES: PRESERVATION BOND STOCK CAPITAL Contributions: Participants $ 119,969 $ 6,181 $ 71,195 $165,817 Employer 350,452 14,336 185,108 496,240 -------- -------- -------- ------- Total contributions 470,421 20,517 256,303 662,057 -------- -------- -------- -------- Investment income (expense): Interest 43,838 4 Dividends 215,416 -------- -------- -------- Total investment income 43,838 4 215,416 (expense) -------- -------- -------- Net appreciation (depreciation) in fair value of investments (29) (236,089) (173,289) Miscellaneous receipts -------- -------- -------- -------- Total increase (decrease) 514,259 20,492 20,214 704,184 -------- --------- -------- -------- DECREASES: Benefit payments(Note 2) Plan assets due terminated employees - net (Note 2) Noncash distributions Total decreases INTERFUND TRANSFERS NET INCREASE (DECREASE) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 514,259 20,492 20,214 704,184 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (Note 2) --------- --------- --------- -------- NET INCREASE (DECREASE) 514,259 20,492 20,214 704,184 TRANSFERS BETWEEN TRUSTEES 4,256,377 1,757,763 5,688,278 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year --------- --------- ---------- -------- End of Year $4,770,636 $ 20,492 $ 1,777,977 $6,392,462 ========= ======== ========== ========= See note to financial statements. 1993 SUPPLEMENTAL INFORMATION BY FUND (CON'T) 1993 1992 1991 TOTAL TOTAL TOTAL INCREASES: FUNDS FUNDS FUNDS Contributions: Participants $ 2,108,551 $ 2,192,226 $ 1,898,547 Employer 1,046,136 1,029,391 914,461 ---------- ---------- ---------- Total contributions 3,154,687 3,221,617 2,813,008 ---------- ----------- ---------- Investment income (expense): Interest 185,064 239,668 216,036 Dividends 285,801 179,479 80,284 ----------- ----------- --------- Total investment income 470,865 419,147 296,320 (expense) ----------- ----------- --------- Net appreciation (depreciation) in fair value of investments (74,303) 365,588 52,298 Miscellaneous receipts 146 3,686 ----------- ----------- --------- Total increase (decrease) 3,551,249 4,006,498 3,165,312 ----------- ----------- --------- DECREASES: Benefit payments (Note 2) 996,742 1,219,611 548,856 Plan assets due terminated 242,452 4,062 employees - net (Note 2) Noncash distributions 136,093 243,763 83,019 ----------- ----------- --------- Total decreases 1,132,835 1,705,826 635,937 ----------- ----------- --------- INTERFUND TRANSFERS NET INCREASE (DECREASE) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 2,418,414 2,300,672 2,529,375 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (Note 2) 481,230 ------------ ---------- --------- NET INCREASE (DECREASE) 2,899,644 2,300,672 2,529,375 TRANSFERS BETWEEN TRUSTEES NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 10,061,923 7,761,251 5,231,876 ----------- ----------- ---------- End of Year $12,961,567 $10,061,923 $ 7,761,251 =========== =========== ========== See note to financial statements QMS, INC. CASH OR DEFERRED RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of QMS, Inc. Cash or Deferred Retirement Plan (the "Plan") are prepared on the accrual basis of accounting. Expenses of the Plan are paid by QMS, Inc. (the "Company"). Investments of the Plan are stated at current quoted market value as determined by the Plan's trustee. Gain or loss from sale of investments is computed on the identified fair value of the investment as of the beginning of the year in which the investment is sold. 2. CHANGE IN ACCOUNTING PRINCIPLE In 1993, the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee Benefit Plans. The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1993, net assets available for benefits included benefits of $1,182,433 due to participants who have withdrawn from participation in the Plan. 3. PLAN ADMINISTRATION The general administration of the Plan is the responsibility of the administrator appointed by the Board of Directors of the Company. Plan assets are held in trust funds which are managed by Merrill Lynch. 4. DESCRIPTION OF THE PLAN The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan was approved by the Board of Directors of the Company on February 20, 1987. A registration statement filed with the Securities and Exchange Commission on Form S-8 became effective on March 15, 1987. A summary of the major provision of the Plan is as follows: * Any employee of the Company or its wholly-owned domestic subsidiaries who has completed one year of employment in which there is no less than one thousand (1,000) hours of service may elect to become a member of the Plan on January 1 and July 1 in each plan year coincident with or next following the completion of such service should his/her entry date be prior to September 30, 1989. Employees whose entry dates are subsequent to September 30, 1989, must complete five hundred (500) hours of service in a six-month period; such employees are eligible to participate in the Plan on January 1, April 1, July 1 and October 1 in each plan year. * The provisions of the Plan allow each participant to make two types of contributions--tax-deferred contributions and/or nondeductible contributions. * Plan participants may elect to contribute from 1% to 19% of annual salary to the Plan. Each employee may contribute a tax-deferred amount not to exceed 10% of his/her annual salary for the plan year. In addition, each employee may contribute a non-tax deferred amount up to the aggregate of 9% of his/her salary for the plan year. Elective deferrals are subject to a government imposed limit in any one taxable year. For 1993, the limit was $8,994. The Company matches employee tax deferred contributions in varying percentages with a maximum of 3.5% of an employee's annual salary. * During 1993, the Plan changed Trustees. As a result, the plan assets were transferred from AmSouth to Merrill Lynch. At December 31, 1993, the employee's interest in the Plan is represented primarily by four funds as follows: (1) The RETIREMENT PRESERVATION FUND is to be invested in guaranteed investment contracts and other instruments that are intended to produce income, with a relatively low risk of loss of principal. (2) The CORPORATE BOND FUND is to be invested in long-term corporate bonds. (3) The CAPITAL FUND is to be invested primarily in equity securities but at any given time may be invested in corporate bonds or money market securities. (4) The COMPANY STOCK FUND is to be invested in Qualifying Employer Securities (as defined in the Trust Agreement) which are expected to consist principally of shares of common stock of the Company, for the purpose of allowing members to acquire a proprietary interest in the Company. * Employees will be entitled to the full value of their accrued benefits upon termination of employment, retirement due to disability or the attainment of age 55 or older, or death. At the election of the member, payment is to be made in either a single lump sum cash payment or in annual or more frequent installments over a period not exceeding ten years. * Hardship distributions of part or all of that portion of a member's employee deferred account consisting of Plan sponsor contributions (but not earnings thereon) may be allowed by the Plan Administrator before the member's termination of employment, retirement, disability or death. Any withdrawal from the Plan may subject the member to adverse income tax consequences. QMS, Inc. reserves the right at any time to modify, amend or terminate the Plan or the trust in whole or in part. If the Plan is terminated in whole or in part, the employees shall be fully vested. Upon the Plan's termination, all of its assets are to be used solely for the benefit of the members and their beneficiaries. The Plan is not insured so as to provide guaranteed benefits in the event of termination of the Plan. 5. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated September 26, 1991, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. PLAN AMENDMENTS There were several amendments to the Plan during 1993, the most significant of which are as follows: * Effective January 1, 1994, participants may begin participating in the Plan on the first day of the month following their completion of 500 hours of service in a six consecutive month period. * Effective January 1, 1994, the matching formula permits the Board of Directors to determine, at its discretion, the level of contribution to be made. In the event the Board does not establish formula percentages prior to the beginning of each Plan year, the Plan has a default formula which is identical to the matching formula in the current Plan document. * Effective January 1, 1994, Section 6 of the Plan provides for Plan loans. The Plan restricts loans to a $500 minimum and provides that the Plan Administrator may uniformly and in a nondiscriminatory manner restrict the number of outstanding loans per member. QMS, INC. CASH OR DEFERRED RETIREMENT PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1993 COLUMN COLUMN COLUMN COLUMN COLUMN A B C D E DESCRIPTION OF IDENTITY OF ISSUE INVESTMENT, INCLUDING BORROWER, LESSOR, MATURITY DATE, RATE OR SIMILAR PARTY OF INTEREST, COLLATERAL, CURRENT PAR OR MATURITY VALUE COST VALUE * Merrill Lynch Merrill Lynch Retirement Preservation Trust $4,323,818 $4,323,818 * Merrill Lynch Merrill Lynch Corporate Bond Fund Investment Grade Class A 369.5234 units 4,453 4,423 * Merrill Lynch Merrill Lynch Capital Fund Class A Equity Fund- 206,073.0399 units 5,937,152 5,763,863 * QMS, Inc. QMS, Inc. 170,572 shares- $.01 par 1,828,820 1,535,144 ---------- ---------- $12,094,243 $11,627,248 * Party-in-Interest. QMS, INC. CASH OR DEFERRED RETIREMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993 SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS: COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G IDENTITY OF PARTY DESCRIPTION PURCHASE SELLING COST OF INVOLVED OF ASSET PRICE PRICE ASSET AmSouth Bank, N.A. AmSouth Collective Investment $ 530,000 Trust Variable Income Fund AmSouth Bank, N.A. AmSouth Collective Investment $ 3,723,596 $ 3,628,153 Trust Variable Income Fund AmSouth Bank, N.A. AmSouth Prime 485,964 485,964 Obligation Fund AmSouth Bank, N.A. AmSouth Prime 3,763,307 3,763,307 Obligation Fund AmSouth Bank, N.A. AmSouth Equity Fund 5,394,688 4,837,380 AmSouth Bank, N.A. AmSouth Prime 547,808 547,808 Obligation Fund AmSouth Bank, N.A. AmSouth Prime 3,722,602 Merrill Lynch Merrill Lynch 5,688,278 Capital Fund Class A Merrill Lynch Merrill Lynch 4,256,377 Retirement Preservation Trust QMS, INC. CASH OR DEFERRED RETIREMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993 SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS: (CON'T) COLUMN A COLUMN B COLUMN H COLUMN I IDENTITY OF PARTY DESCRIPTION CURRENT VALUE NET INVOLVED OF ASSET OF ASSET ON GAIN TRANSACTION OR DATE (LOSS) AmSouth Bank, N.A. AmSouth Collective Investment $ 530,000 Trust Variable Income Fund AmSouth Bank, N.A. AmSouth Collective Investment 3,723,596 $ 95,443 Trust Variable Income Fund AmSouth Bank, N.A. AmSouth Prime 485,964 Obligation Fund AmSouth Bank, N.A. AmSouth Prime 3,763,308 Obligation Fund AmSouth Bank, N.A. AmSouth Equity Fund 5,394,688 557,308 AmSouth Bank, N.A. AmSouth Prime 547,808 Obligation Fund AmSouth Bank, N.A. AmSouth Prime 3,722,602 Merrill Lynch Merrill Lynch Capital 5,512,971 Fund Class A Merrill Lynch Merrill Lynch Retirement 4,256,377 Preservation Trust QMS, INC. CASH OR DEFERRED RETIREMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993 TRANSACTIONS INVOLVING SECURITIES OF THE SAME ISSUE, WHEN AGGREGATED, EXCEED 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G IDENTITY OF PARTY DESCRIPTION NUMBER OF NUMBER OF TOTAL DOLLAR INVOLVED OF ASSET PURCHASES SALES VALUE OF PURCHASES AmSouth Bank, N.A. AmSouth Money Market Funds 313 240 $ 9,503,771 ASO Outlook Group Prime Obligation Fund AmSouth Bank, N.A. ASO Outlook Group 35 25 1,923,250 Equity Fund AmSouth Bank, N.A. AmSouth Collective 22 20 931,007 Investment Trust Variable Income Fund QMS, Inc. QMS, Inc. Stock 42 55 724,448 Merrill Lynch Merrill Lynch Capital 1 5,688,278 Fund Class A Merrill Lynch Merrill Lynch Retirement 1 4,256,377 Preservation Trust QMS, INC. CASH OR DEFERRED RETIREMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993 TRANSACTIONS INVOLVING SECURITIES OF THE SAME ISSUE, WHEN AGGREGATED, EXCEED 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS (CON'T) COLUMN A COLUMN B COLUMN H COLUMN I IDENTITY OF PARTY DESCRIPTION TOTAL DOLLAR INVOLVED OF ASSET VALUE OF NET GAIN SALES OR (LOSS) AmSouth Bank, N.A. AmSouth Money Market Funds $ 10,257,764 ASO Outlook Group Prime Obligation Fund AmSouth Bank, N.A. ASO Outlook Group 5,669,922 $ 576,664 Equity Fund AmSouth Bank, N.A. AmSouth Collective 4,359,370 106,649 Investment Trust Variable Income Fund QMS, Inc. QMS, Inc. Stock 517,091 16,661 Merrill Lynch Merrill Lynch Capital Fund Class A Merrill Lynch Merrill Lynch Retirement Preservation Trust 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. QMS, INC. CASH OR DEFERRED RETIREMENT PLAN DATE: JUNE 28, 1994 BY: /S/GREGORY R. JONES GREGORY R. JONES as authorized agent of QMS, Inc., Plan Administrator EXHIBIT INDEX Exhibit No. Exhibit Description Page No. - - ----------- ------------------- --------- 1 Consent of Independent 18 Public Accounts INDEPENDENT AUDITOR'S CONSENT - - ----------------------------- We consent to the incorporation by reference in Registration Statement No. 33- 12063 of QMS, Inc. and subsidiaries on Form S-8 of our report dated June 10, 1994, appearing in this Annual Report on Form 11-K of QMS, Inc. Cash or Deferred Retirement Plan for the year ended December 31, 1993. BY: /S/DELOITTE & TOUCHE DELOITTE & TOUCHE Mobile, Alabama June 28, 1994