UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 11-K [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 For the transition period from _____ to _____ Commission File Number 0-18984 REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN (Full title of the plan) REYNOLDS, SMITH AND HILLS, INC. (Name of issuer of the securities held pursuant to the plan) 4651 Salisbury Road, Jacksonville, Florida 32256 (Address of principal executive office of issuer and plan) Financial Statements and Exhibits. The following financial statements for the Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan are filed herein as a part of this report: PAGE Statement of net assets available for plan benefits 8 Statement of changes in net assets available for plan benefits 12 Notes to Financial Statements 18 Consent of Deloitte & Touche 25 SIGNATURES The Plan. 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. REYNOLDS, SMITH AND HILLS, INC. EMPLOYEE 401(k) PROFIT SHARING PLAN By: /s/ Darold F. Cole ------------------ Darold F. Cole Chairman, Administrative Committee and Senior Vice President and Director Reynolds, Smith and Hills, Inc. Date: September 16, 1996 - - ------------------------ REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN Financial Statements and Supplemental Schedules for the Years Ended December 31, 1995, 1994 and 1993 and Independent Auditors' Report REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN TABLE OF CONTENTS - - -------------------------------------------------------------------------------- Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Plan Benefits 3 Statements of Changes in Net Assets Available for Plan Benefits 7 Notes to Financial Statements 13 SUPPLEMENTAL SCHEDULES: Item 27a - Assets Held for Investment Purposes 18 Item 27d - Schedule of Reportable Transactions 19 INDEPENDENT AUDITORS' REPORT Trustees Reynolds, Smith and Hills, Inc. Employees 40l(k) Profit Sharing Plan Jacksonville, Florida We have audited the accompanying statements of net assets available for plan benefits of Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan (the "Plan") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1995. 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, such financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. As explained in Note 1 to the financial statements, the 1995 and 1994 financial statements include securities valued at $1,054,207 (9 percent of net assets available for plan benefits) and $964,534 (10 percent of net assets available for plan benefits), respectively, whose values have been estimated by the Board of Trustees in the absence of readily ascertainable market values. We have examined the procedures used by the Board of Trustees in arriving at its estimate of value of such securities and have inspected underlying documentation, and, in the circumstances, we believe the procedures are reasonable and the documentation appropriate. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of the Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan are presented for purposes 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 schedules are the responsibility of the Plan's management. Such schedules 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. Deloitte & Touche, L.L.P. May 24, 1996 REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1995 Money Equity Bond Market Fund Fund Fund ASSETS: Investments, at market value (Note 3): Short-term investments $ 60,120 $ 14,695 $ 2,898,902 Sun Bank collective trust funds 5,752,183 1,538,551 Common stocks Loans to participants ----------- ----------- ----------- Total investments 5,812,303 1,553,246 2,898,902 Receivables: Due (to) from other funds 63,682 (111,535) 59,028 Accrued interest receivable 34,488 8,394 14,861 ----------- ----------- ----------- Total receivables 98,170 (103,141) 73,889 ----------- ----------- ----------- TOTAL ASSETS 5,910,473 1,450,105 2,972,791 LIABILITIES: Other payables (4,073) (737) (9,994) ----------- ----------- ----------- TOTAL LIABILITIES (4,073) (737) (9,994) ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 5,906,400 $ 1,449,368 $ 2,962,797 =========== =========== =========== See notes to financial statements. - - -------------------------------------------------------------------------------- RS&H Combined Loan Stock Total Fund Fund All Funds $ 27,668 $ 3,001,385 7,290,734 1,054,207 1,054,207 $ 613,333 613,333 ------- --------- ---------- 613,333 1,081,875 11,959,659 (6,921) (4,254) 215 57,958 ------- --------- ---------- (6,921) (4,039) 57,958 ------- --------- ---------- 606,412 1,077,836 12,017,617 (3,583) (1,266) (19,653) ------- --------- ---------- (3,583) (1,266) (19,653) ------- --------- ---------- $ 602,829 $ 1,076,570 $ 11,997,964 ============ ============ ============ REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 - - -------------------------------------------------------------------------------- Money Equity Bond Market Fund Fund Fund ASSETS: Investments, at market value (Note 3): Short-term investments $ 63,534 $ 9,813 $ 2,379,847 Sun Bank collective trust funds 4,299,191 1,058,163 Common stocks Loans to participants --------- --------- --------- Total investments 4,362,725 1,067,976 2,379,847 Receivables: Contributions 16,152 2,559 1,739 Due (to) from other funds (283,681) 3,600 293,293 Accrued interest receivable 25,557 6,634 12,929 --------- --------- --------- Total receivables (241,972) 12,793 307,961 Cash 5,799 911 2,595 --------- --------- --------- TOTAL ASSETS 4,126,552 1,081,680 2,690,403 LIABILITIES: Other payables (11,378) (2,733) (7,431) --------- --------- --------- TOTAL LIABILITIES (11,378) (2,733) (7,431) --------- --------- --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 4,115,174 $ 1,078,947 $ 2,682,972 =========== =========== =========== See notes to financial statements. - - -------------------------------------------------------------------------------- RS&H Combined Loan Stock Total Fund Fund All Funds $ 26,516 $ 2,479,710 5,357,354 964,534 964,534 $ 648,033 648,033 - - ----------- ----------- ----------- 648,033 991,050 9,449,631 2,100 22,550 (13,645) 433 200 45,320 - - ----------- ----------- ----------- (13,645) 2,733 67,870 536 9,841 - - ----------- ----------- ----------- 634,388 994,319 9,527,342 (21,542) - - ----------- ----------- ----------- (21,542) - - ----------- ----------- ----------- $ 634,388 $ 994,319 $ 9,505,800 =========== =========== =========== REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1995 - - -------------------------------------------------------------------------------- Money Equity Bond Market Fund Fund Fund ADDITIONS TO NET ASSETS: Investment income $ 469,439 $ 86,986 $ 161,549 Net appreciation in value of RS&H, Inc. stock Net appreciation in market value of investments 967,263 127,414 ----------- ----------- ----------- Net investment income 1,436,702 214,400 161,549 Contributions from employer 91,312 19,543 6,672 Contributions from employees 562,474 158,810 264,991 ----------- ----------- ----------- Total additions 2,090,488 392,753 433,212 DEDUCTIONS FROM NET ASSETS: Fees 44,279 11,332 30,863 Distributions, net 513,765 ----------- ----------- ----------- Total deductions 44,279 11,332 544,628 PARTICIPANTS' TRANSFERS BETWEEN FUNDS IN (OUT) (254,983) (11,000) 391,241 ----------- ----------- ----------- Net increase (decrease) 1,791,226 370,421 279,825 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 4,115,174 1,078,947 2,682,972 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 5,906,400 $ 1,449,368 $ 2,962,797 =========== =========== =========== See notes to financial statements. - - -------------------------------------------------------------------------------- RS&H, Inc. Combined Loan Stock Total Fund Fund All Funds $ 46,836 $ 2,229 $ 767,039 41,140 41,140 1,094,677 - - ----------- ----------- ----------- 46,836 43,369 1,902,856 27,647 145,174 58,098 1,044,373 - - ----------- ----------- ----------- 46,836 129,114 3,092,403 86,474 513,765 - - ----------- ----------- ----------- 600,239 (78,395) (46,863) - - ----------- ----------- ----------- (31,559) 82,251 2,492,164 634,388 994,319 9,505,800 - - ----------- ----------- ----------- $ 602,829 $ 1,076,570 $11,997,964 =========== =========== =========== REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1994 - - -------------------------------------------------------------------------------- Money Equity Bond Market Fund Fund Fund ADDITIONS TO NET ASSETS: Investment income $ 290,022 $ 75,280 $ 96,785 Net appreciation in value of RS&H, Inc. stock Net depreciation in market value of investments (463,643) (119,336) ----------- ----------- ----------- Net investment income (173,621) (44,056) 96,785 Contributions from employer 68,471 13,150 14,017 Contributions from employees 583,817 117,216 152,498 ----------- ----------- ----------- Total additions 478,667 86,310 263,300 DEDUCTIONS FROM NET ASSETS: Fees 44,086 12,969 29,372 Distributions, net 1,129,851 ----------- ----------- ----------- Total deductions 44,086 12,969 1,159,223 PARTICIPANTS' TRANSFERS BETWEEN FUNDS IN (OUT) (789,117) (494,739) 1,347,967 ----------- ----------- ----------- Net increase (decrease) (354,536) (421,398) 452,044 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 4,469,710 1,500,345 2,230,928 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 4,115,174 $ 1,078,947 $ 2,682,972 =========== =========== =========== See notes to financial statements. - - -------------------------------------------------------------------------------- RS&H, Inc. Combined Loan Stock Total Fund Fund All Funds $ 48,624 $ 1,110 $ 511,821 27,427 27,427 (582,979) - - ----------- ----------- ----------- 48,624 28,537 (43,731) 29,036 124,674 54,842 908,373 - - ----------- ----------- ----------- 48,624 112,415 989,316 86,427 20,025 1,149,876 - - ----------- ----------- ----------- 20,025 1,236,303 3,428 (67,539) - - ----------- ----------- ----------- 32,027 44,876 (246,987) 602,361 949,443 9,752,787 - - ----------- ----------- ----------- $ 634,388 $ 994,319 $ 9,505,800 =========== =========== =========== REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 31, 1993 - - -------------------------------------------------------------------------------- Money Equity Bond Market Fund Fund Fund ADDITIONS TO NET ASSETS: Investment income $ 198,976 $ 95,170 $ 80,695 Net depreciation in value of RS&H, Inc. stock Net appreciation in market value of investments 216,417 27,890 ----------- ----------- ----------- Net investment income 415,393 123,060 80,695 Contributions from employer 64,507 19,018 18,560 Contributions from employees 616,368 189,813 165,324 ----------- ----------- ----------- Total additions 1,096,268 331,891 264,579 DEDUCTIONS FROM NET ASSETS: Fees 38,421 13,248 31,424 Distributions, net 590,195 ----------- ----------- ----------- Total deductions 38,421 13,248 621,619 PARTICIPANTS' TRANSFERS BETWEEN FUNDS IN (OUT) (45,883) 11,749 130,369 ----------- ----------- ----------- Net increase (decrease) 1,011,964 330,392 (226,671) NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 3,457,746 1,169,953 2,457,599 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 4,469,710 $ 1,500,345 $ 2,230,928 =========== =========== =========== See notes to financial statements. - - -------------------------------------------------------------------------------- RS&H, Inc. Combined Loan Stock Total Fund Fund All Funds $ 46,888 $ 1,450 $ 423,179 (114,281) (114,281) 244,307 - - ----------- ----------- ----------- 46,888 (112,831) 553,205 28,035 130,120 81,459 1,052,964 - - ----------- ----------- ----------- 46,888 (3,337) 1,736,289 2,804 85,897 61,898 652,093 - - ----------- ----------- ----------- 61,898 2,804 737,990 4 (96,239) - - ----------- ----------- ----------- (15,006) (102,380) 998,299 617,367 1,051,823 8,754,488 - - ----------- ----------- ----------- $ 602,361 $ 949,443 $ 9,752,787 =========== =========== =========== REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 - - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investments. Short-term investments and loans to participants are carried at cost which approximates market value. Investments in collective trust funds are valued based upon the net asset value of each fund. Investments in the common stock of the Plan's sponsor, Reynolds, Smith and Hills, Inc., are recorded at an estimated value as there is no active market for the stock. 2. DESCRIPTION OF PLAN The following description of the Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan (the "Plan") provides general information to participants. Participants should refer to the pamphlet Summary Plan Description for the 1991 Amendment and Restatement of the Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan for a more complete description of the Plan's provision. Copies of the pamphlet are available from the Plan Coordinator. General - The Plan was commenced and made effective January 1, 1990. The Plan is a defined contribution plan established under Section 401(k) of the Internal Revenue Code. The Plan was established for the benefit of certain employees of Reynolds, Smith and Hills, Inc. (the "Company") and eligible subsidiaries and affiliates, with 480 hours of service within the eligibility computation period. The Plan is subject to the provisions of the Employees Retirement Income Security Act of 1974 (ERISA). Investment Funds - Participating employees have the right to choose the investment funds in which contributions to their accounts are invested, and may choose to allocate and reallocate amounts credited to their accounts among all or any combination of the investment funds. A participating employee may not change his investment decision more frequently than quarterly, upon written notice delivered to the plan administrator at least two weeks before it is to become effective. Earnings on the investment funds are allocated among the accounts that have elected to invest in each such fund. Accounts may be invested among the following: (i) STI Classic Capital Growth Fund (Equity Fund); (ii) STI Classic Investment Grade (Bond Fund); (iii) STI Classic Prime Quality Fund (Money Market Fund); and (iv) Reynolds, Smith and Hills, Inc. Common Stock (RS&H, Inc., Stock Fund). REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) - - -------------------------------------------------------------------------------- Plan participants may direct the investment of all funds credited to their account to any or all four investment funds (Equity, Bond, Money Market and RS&H, Inc. stock) in increments of 5% or multiples thereof. Contributions - The Plan allows participating employees to contribute from 2% to 15% of their earned compensation with a total amount not to exceed $9,500 in 1995 and $9,240 in 1994. The dollar limit is indexed yearly for inflation. The employer is required to match 25% of the employee's annual contribution up to 6% of an employee's compensation. In addition, the employer may make discretionary contributions to the Plan in cash, company stock, or a combination of the two. Participant Accounts - Each participant's account is credited with the participant's contributions, the employee's portion of the Employer's matching contributions, and an allocation of the Employer's discretionary contribution and Plan earnings. Vesting - Participants are fully vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of the account balances is based on years of participant service. A participant is 100% vested after five years of credited service. Withdrawals - Participants may withdraw all of the vested amounts credited to his accounts, subject to defined years of Plan participation. Also, a participant may elect to withdraw certain amounts from his deferred contribution account due to the financial hardship of the participant. Loans - Participants may request loans from the Plan subject to allowable available participant balances and other conditions. Payment of Benefits - On termination of employment, a participant with an account balance of $3,500 or less may elect a lump sum payment of the participant's account balance at the date of termination. The Plan provides other payment schedules for payment of participant balances in excess of $3,500 upon participant termination of employment. As of December 31, 1995 the Plan was liable for benefits to participants that have withdrawn from the Plan of $704,978. In the event of death or disability of a participant, payment may be made in a lump sum amount equal to the value of the participant's accounts as of the next quarterly valuation date. REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) - - -------------------------------------------------------------------------------- Plan Termination - Although the Company has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. Administrative Costs - The Company pays directly the general and administrative costs associated with the Plan. 3. INVESTMENTS Except for the Plan's investments in loans to participants and common stock of the plan sponsor, the Plan's investments are held in a trust fund administered by the Trust Department of Sun Bank, N.A. Such investments consist primarily of the Plan's short-term investments and investments in Sun Bank collective trust funds. Investments administered by the Trust Department of Sun Bank, N.A. are as follows: REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) - - ----------------------------------------------------------------------------------------------------------------------- The following table summarizes all investments held, by fund, at December 31, 1995: Number of Shares, Units or Principal Market Amount Description Cost Value Equity Fund 157,158 STI Classic Value Income Stock Fund $ 1,754,806 $ 1,892,179 285,503 STI Classic Capital Growth Fund 3,398,832 3,860,004 60,120 STI Classic Prime Quality Money Market 60,120 60,120 Bond Fund 145,010 STI Classic Investment Grade Bond Fund 1,491,412 1,538,551 14,695 STI Classic Prime Quality Money Market 14,695 14,695 Money Market Fund 2,898,902 STI Classic Prime Quality Money Market 2,898,902 2,898,902 Loan Fund 612,333 Loans to Participants 613,333 613,333 RS&H Stock Fund 95,837 Reynolds, Smith and Hills, Inc. Common Stock 771,162 1,054,207 27,668 STI Classic Prime Quality Money Market 27,668 27,668 ------------- ------------- TOTAL ALL FUNDS $ 11,030,930 $ 11,959,659 ============= ============= REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) - - -------------------------------------------------------------------------------- 4. INCOME TAX STATUS The Plan obtained its latest determination letter on July 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 believes that 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 the financial statement date. * * * * * * REYNOLDS, SMITYH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN SUPPLEMENTAL SCHEDULE ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 Number of Shares, Units or Principal Market Amount Description Cost Value Equity Fund 157,158 STI Classic Value Income Stock Fund $ 1,754,806 $ 1,892,179 285,503 STI Classic Capital Growth Fund 3,398,832 3,860,004 60,120 STI Classic Prime Quality Money Market 60,120 60,120 Bond Fund 145,010 STI Classic Investment Grade Bond Fund 1,491,412 1,538,551 14,695 STI Classic Prime Quality Money Market 14,695 14,695 Money Market Fund 2,898,902 STI Classic Prime Quality Money Market 2,898,902 2,898,902 Loan Fund 613,333 Loans to Participants 613,333 613,333 RS&H Stock Fund 95,837 Reynolds, Smith and Hills, Inc. Common Stock 771,162 1,054,207 27,668 STI Classic Prime Quality Money Market 27,668 27,668 ------------- ------------- TOTAL ALL FUNDS $ 11,030,930 $ 11,959,659 ============= ============= REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN SUPPLEMENTAL SCHEDULE ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995 - - -------------------------------------------------------------------------------- Series of Transactions in Excess of 5% of Plan Assets Net Number of Number of Total Total Gain Identification of Security Purchases Sales Purchases Sales (Loss) STI Classic Investment Grade Bond Fund 22 9 $ 534,429 $ 181,454 $ (4,335) STI Classic Prime Quality Money Market 335 114 2,780,726 2,259,051 STI Classic Value Income Stock Fund 10 9 716,713 342,054 22,347 STI Class Capital Income Growth Fund 14 6 682,896 571,285 36,009 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements Numbered 33-40554, 33-40553, 33-40552 and 33-40551 of Reynolds, Smith and Hills, Inc. on Form S-8 of our report dated May 24, 1996 appearing in this Annual Report on Form 11-K of the Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan for the years ended December 31, 1995, 1994 and 1993. Deloitte & Touche, LLP Jacksonville, Florida September 16, 1996