SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934. [FEE REMITTED WITH FORM 10-K]
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994.
OR
/ / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934. [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: (334) 633-4300
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
------------------- --------------------
Common Stock, $.01
par value per share New York Stock Exchange
Rights to purchase shares of Series A New York Stock Exchange
Participating Preferred Stock
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 the 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 28, 1994; APPROXIMATELY $92,988,506.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF NOVEMBER 28, 1994:
10,671,157
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR ITS ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD JANUARY 24, 1995 ARE INCORPORATED BY REFERENCE INTO
PART III.
QMS, Inc. Cash or Deferred
Retirement Plan
Statements of Net Assets Available for Benefits
as of December 31, 1994 and 1993,
Related Statements of Changes in Net Assets Available
for Benefits for the Years Then Ended, Additional
Information (Supplemental Schedules), and
Independent Auditors' Report
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
TABLE OF CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits,
December 31, 1994 and 1993 3-4
Statements of Changes in Net Assets Available
for Benefits
For the Years Ended December 31, 1994 and 1993 5-6
Notes to Financial Statements 7-9
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for
Investment Purposes,
December 31, 1994 10
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1994 11
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, 1994 and
1993, and the related statements of changes in net assets available for benefits
for the years then ended. 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, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) Item
27a - Schedule of Assets Held for Investment Purposes, December 31, 1994, and
(2) Item 27d - Schedule of Reportable Transactions for the Year Ended December
31, 1994, 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. The supplemental information by fund in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for the purpose of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of the individual funds. The supplemental schedules and
supplemental information by fund is the responsibility of the Plan's management.
Such supplemental schedules and supplemental information by fund have been
subjected to the auditing procedures applied in our audits of the basic
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.
May 19, 1995
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
Supplemental Information by Fund
------------------------------------------------------------------------
Loans to Basic Retirement Corporate
Participants Value Preservation Bond
ASSETS
Investments - at fair value:
Merrill Lynch Retirement
Preservation Trust $4,510,202
Merrill Lynch Corporate
Bond Fund Investment
Grade Class A $193,425
Merrill Lynch Capital
Fund Class A
QMS, Inc. Stock
Merrill Lynch Basic Value
Fund Class A $627,479
Loans to participants $1,121,500
---------- -------- ---------- --------
Total investments 1,121,500 627,479 4,510,202 193,425
Employer Contributions
Receivable 50,549 363,340 15,582
Other Assets 7,355 57,385 2,041
---------- -------- ---------- --------
Total Assets 1,121,500 685,383 4,930,927 211,048
---------- -------- ---------- --------
Net Assets Available
For Benefits $1,121,500 $685,383 $4,930,927 $211,048
========== ======== ========== ========
(Continued below)
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
(Continued)
Supplemental Information by Fund
------------------------------------------------------------------
Company Total
Stock Capital Funds
ASSETS
Investments - at fair value:
Merrill Lynch Retirement
Preservation Trust $4,510,202
Merrill Lynch Corporate
Bond Fund Investment
Grade Class A 193,425
Merrill Lynch Capital
Fund Class A $5,535,746 5,535,746
QMS, Inc. Stock $1,673,478 1,673,478
Merrill Lynch Basic Value
Fund Class A 627,479
Loans to participants 1,121,500
---------- ---------- -----------
Total investments 1,673,478 5,535,746 13,661,830
Employer Contributions
Receivable 134,815 445,958 1,010,244
Other Assets 11,228 38,284 116,293
---------- ---------- -----------
Total Assets 1,819,521 6,019,988 14,788,367
---------- ---------- -----------
Net Assets Available
For Benefits $1,819,521 $6,019,988 $14,788,367
========== ========== ===========
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
Supplemental Information by Fund
-----------------------------------------------------------------
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
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
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
---------- ------- --------- ---------- -----------
Net Assets Available
for Benefits $4,770,636 $20,492 $1,777,977 $6,392,462 $12,961,567
========== ======= ========== ========== ===========
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
Supplemental Information by Fund
------------------------------------------------------------------------
Loans to Basic Retirement Corporate
Participants Value Preservation Bond
INCREASES:
Contributions:
Participants $203,694 $668,436 $64,651
Employer 50,549 363,340 15,582
-------- ---------- --------
Total contributions 254,243 1,031,776 80,233
-------- ---------- --------
Investment income (loss):
Interest 3,904 253,981 1,175
Dividends 36,591 11,201
Net depreciation in fair
value of investments (34,261) (19,382)
-------- ---------- --------
Total investment income (loss) 6,234 253,981 (7,006)
Miscellaneous receipts 9,795 12
-------- ---------- --------
Total increase 260,477 1,295,552 73,239
-------- ---------- --------
DECREASES:
Benefit payments (Note 4) $23,313 56,100 679,492 4,222
Noncash benefit distributions
Other decreases 185
---------- -------- ---------- --------
Total decreases 23,313 56,285 679,492 4,222
---------- -------- ---------- --------
Interfund Transfers 1,144,813 481,191 (455,769) 121,539
---------- -------- ---------- --------
Net Increase (Decrease) 1,121,500 685,383 160,291 190,556
Net Assets Available
for Benefits:
Beginning of Year 4,770,636 20,492
---------- -------- ---------- --------
End of Year $1,121,500 685,383 4,930,927 211,048
========== ======== ========== ========
(Continued below)
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Continued)
Supplemental Information by Fund
-------------------------------------------------
Company Total
Stock Capital Funds
INCREASES:
Contributions:
Participants $323,605 $960,262 $2,220,648
Employer 134,815 445,958 1,010,244
---------- ---------- ----------
Total contributions 458,420 1,406,220 3,230,892
---------- ---------- ----------
Investment income (loss):
Interest 5,784 22,869 287,713
Dividends 77 497,817 545,686
Net depreciation in fair
value of investments (40,341) (430,918) (524,902)
---------- ---------- ----------
Total investment income (loss) (34,480) 89,768 308,497
Miscellaneous receipts 23,036 1,193 34,036
---------- ---------- ----------
Total increase 446,976 1,497,181 3,573,425
---------- ---------- ----------
DECREASES:
Benefit payments (Note 4) 131,029 680,131 1,574,287
Noncash benefit distributions 123,199 48,954 172,153
Other decreases 185
---------- ---------- ----------
Total decreases 254,228 729,085 1,746,625
---------- ---------- ----------
Interfund Transfers (151,204) (1,140,570)
---------- ----------
Net Increase (Decrease) 41,544 (372,474) 1,826,800
Net Assets Available
for Benefits:
Beginning of Year 1,777,977 6,392,462 12,961,567
---------- ---------- ----------
End of Year 1,819,521 6,019,988 14,788,367
========== ========== ==========
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
Supplemental Information by Fund
------------------------------------------------------------------------------
AmSouth
------------------------------------------------------------------------------
Variable Diversified Company Money Benefit
Income Stock Stock Market Distribution
INCREASES:
Contributions:
Participants $515,007 $733,806 $334,029 $162,865 $(318)
Employer
---------- ---------- ---------- -------- -----
Total Contibutions 515,007 733,806 334,029 162,865 (318)
---------- ---------- ---------- -------- -----
Investment income (loss):
Interest 94,779 29,460 1,594 15,168 221
Dividends 70,385
Net appreciation (depreciation)
in fair value of investments 106,649 576,447 (347,992)
---------- ---------- ---------- -------- -----
Total investment income
(loss) 201,428 676,292 (346,398) 15,168 221
---------- ---------- ---------- -------- -----
Total increase (decrease) 716,435 1,410,098 (12,369) 178,033 (97)
---------- ---------- ---------- -------- -----
DECREASES:
Benefit payments (Note 4) 323,860 512,278 102,654 57,950
Noncash benefit 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 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 $ $ $ $ $
========== ========== ========== ======== =====
(Continued Below)
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Continued)
Supplemental Information by Fund
---------------------------------------------------------------
Merrill Lynch
---------------------------------------------------------------
Retirement Corporate Company Total
Preservation Bond Stock Capital Funds
INCREASES:
Contributions:
Participants $119,969 $6,181 $71,195 $165,817 $2,108,551
Employer 350,452 14,336 185,108 496,240 1,046,136
---------- ------- ---------- ---------- -----------
Total Contibutions 470,421 20,517 256,303 662,057 3,154,687
---------- ------- ---------- ---------- -----------
Investment income (loss):
Interest 43,838 4 185,064
Dividends 215,416 285,801
Net appreciation (depre-
ciation) in fair value
of investments (29) (236,089) (173,289) (74,303)
---------- ------- ---------- --------- -----------
Total investment income
(loss) 43,838 (25) (236,089) 42,127 396,562
---------- ------- ---------- ---------- -----------
Total increase (decrease) 514,259 20,492 20,214 704,184 3,551,249
---------- ------- ---------- ---------- -----------
DECREASES:
Benefit payments (Note 4) 996,742
Noncash benefit distributions 136,093
-----------
Total decreases 1,132,835
Interfund Transfers
Net increase (decrease)
before cumulative effect
of change in accounting
principle 514,259 20,492 20,214 704,184 2,418,414
Cumulative effect of change
in accounting principle 481,230
---------- ------- ---------- ---------- -----------
Net increase (decrease) 514,259 20,492 20,214 704,184 2,899,644
Transfers between Trustees 4,256,377 1,757,763 5,688,278
Net Assets Available for
Benefits:
Beginning of Year 10,061,923
---------- ------- ---------- ---------- -----------
End of Year $4,770,636 $20,492 $1,777,977 $6,392,462 $12,961,567
========== ======= ========== ========== ===========
See notes to financial statements.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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 other than loans are stated at current quoted market value as
determined by the Plan's trustee.
Investments in loans are recorded at an amount equal to their remaining
principal balance. Interest income related to these notes receivable is
reflected in the investment fund in which loan repayments are reinvested.
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. 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.
3. 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 provisions 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 1994, the limit was $9,240. The Company matches
employee tax deferred contributions in varying percentages with a maximum of
3.5% of an employee's annual salary. Participant benefits are fully vested with
respect to both employee contributions and the Company's matching contribution
upon enrollment.
* During 1993, the Plan changed Trustees. As a result, the plan assets were
transferred from AmSouth to Merrill Lynch. At December 31, 1994, the employee's
interest in the Plan is represented primarily by five 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.
(5) The Basic Value Fund is to be invested primarily in equity securities.
* 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.
4. 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. Net assets available for benefits included benefits of $1,885,045
and $1,182,433 due to participants who have elected to receive a distribution
and persons who are no longer active participants in the Plan as of December
31, 1994 and 1993, respectively.
5. PARTY-IN-INTEREST TRANSACTIONS
Party-in-interest investments held by the Plan included 196,879 and 170,572
shares of the Company's common stock at December 31, 1994 and 1993, with a fair
value of approximately $1,673,478 and $1,535,144, respectively.
6. TAX STATUS
The Plan obtained its latest determination letter on September 26, 1991, 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 that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
7. PLAN AMENDMENTS
There were several amendments to the Plan during 1993, the most significant of
which were 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. Loans were made to participants during
1994 at interest rates ranging from 6% to 9% and maturing from January 17, 1995
to May 3, 2004.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
Column A Column B Column C Column D Column E
Description of Investment,
Identity of Issue, including Maturity Date,
Borrower, Lessor, Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Cost Value
* Merrill Lynch Merrill Lynch Retirement
Preservation Trust $4,510,202 $4,510,202
* Merrill Lynch Merrill Lynch Corporate
Bond Fund Investment
Grade Class A -
369.5234 units 207,579 193,425
* Merrill Lynch Merrill Lynch Capital
Fund Class A Equity
Fund - 206,073.0399
units 6,073,669 5,535,746
* Merrill Lynch Merrill Lynch Basic
Value Fund Class A
- 28,075 units 658,174 627,479
* QMS, Inc. QMS, Inc. 196,879
shares - $.01 par 1,964,179 1,673,478
* QMS, Inc. Cash Participant loans, interest
or Deferred rates ranging from 6%
Retirement to 9%; maturing from
Plan January 17, 1995 to
May 3, 2004 1,121,500 1,121,500
----------- -----------
$14,535,303 $13,661,830
=========== ===========
* Party-in-interest.
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
TRANSACTIONS INVOLVING SECURITIES OF THE SAME ISSUE
Column A Column B Column C Column D Column G
Total
Identity of Description Number Number Dollar
Party of of of Value of
Involved Asset Purchases Sales Purchases
Merrill Lynch Merrill Lynch Capital
Fund Class A 189 331 $2,463,344
Merrill Lynch Merrill Lynch Basic
Value Fund Class A 154 69 897,198
QMS, Inc. QMS, Inc. - Stock 161 139 1,101,440
Merrill Lynch Merrill Lynch Retirement
Preservation Trust 296 288 1,018,924
(continued below)
QMS, INC. CASH OR DEFERRED RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
TRANSACTIONS INVOLVING SECURITIES OF THE SAME ISSUE
(Continued)
Column A Column B Column H Column I
Total Net
Identity of Description Dollar Gain
Party of Value of or
Involved Asset Sales (Loss)
Merrill Lynch Merrill Lynch Capital
Fund Class A $2,211,588 $(66,285)
Merrill Lynch Merrill Lynch Basic
Value Fund Class A 235,458 (3,566)
QMS, Inc. QMS, Inc. - Stock 799,566 (43,316)
Merrill Lynch Merrill Lynch Retirement
Preservation Trust 1,832,541 0
INDEPENDENT AUDITORS' 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 May 19,
1995, appearing in this Annual Report on Form 11-K of QMS, Inc. Cash or Deferred
Retirement Plan for the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Mobile, Alabama
June 26, 1995
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, 1994 and
1993, and the related statements of changes in net assets available for benefits
for the years then ended. 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, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) Item
27a - Schedule of Assets Held for Investment Purposes, December 31, 1994, and
(2) Item 27d - Schedule of Reportable Transactions for the Year Ended December
31, 1994, 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. The supplemental information by fund in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for the purpose of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of the individual funds. The supplemental schedules and
supplemental information by fund is the responsibility of the Plan's management.
Such supplemental schedules and supplemental information by fund have been
subjected to the auditing procedures applied in our audits of the basic
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.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Mobile, Alabama
May 19, 1995