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 (Fee Required)
For The Year Ended December 31, 1996
or
[] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For The Transition Period from ________ to________
Commission File Number 00107923
HANDLEMAN COMPANY SALARY DEFERRAL
AND STOCK PLAN
--------------
(Full title of the Plan)
HANDLEMAN COMPANY
-----------------
(Name of issuer of the securities held pursuant to the Plan)
500 Kirts Boulevard
Troy, Michigan 48084
--------------------
(Address of principal executive offices)
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The following financial statements and exhibits are presented pursuant to
Section 15(d) of the Securities Exchange Act of 1934:
Page
----
(a) Financial Statements:
Report of Independent Accountants I-1
Statement of Assets Available for Benefits
as of December 31, 1996 and 1995 I-2
Statement of Changes in Assets Available for
Benefits for the year ended December 31, 1996 I-3
Notes to Financial Statements I-4 to I-10
Item 27a -- Schedule of Assets Held for Investment
Purposes as of December 31, 1996 I-11
Item 27d -- Schedule of Reportable Transactions I-12 to I-13
for the year ended December 31, 1996
Schedules:
Schedule I, II and III have been omitted because
the required information is shown in the financial
statements or notes thereto, or in another schedule -
Exhibit
Number
-------
(b) 1. Consent of Independent Accountants with
respect to their report on their audit of
the financial statements of the Handleman
Company Salary Deferral and Stock Plan for
the years ended December 31, 1996 and 1995 28.1
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
HANDLEMAN COMPANY SALARY DEFERRAL AND STOCK PLAN
By: /s/ Leonard A. Brams
-----------------------------------------------------------
Leonard A. Brams, Senior Vice President and Chief Financial
Officer Handleman Company
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
INDEX TO FINANCIAL STATEMENTS
-----------------------------
PAGES
-----
Report of Independent Accountants 4
Financial Statements:
Statement of Assets Available for
Benefits as of December 31, 1996 and 1995 5
Statement of Changes in Assets Available
for Benefits for the year ended
December 31, 1996 6
Notes to Financial Statements 7-13
Supplemental Schedules:
Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1996 14
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996 15-16
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[LETTERHEAD OF COOPERS & LYBRAND]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of the
Handleman Company Salary Deferral and Stock Plan:
We have audited the accompanying statement of assets available for benefits of
the Handleman Company Salary Deferral and Stock Plan as of December 31, 1996 and
1995 and the related statement of changes in assets available for benefits for
the year ended December 31, 1996. 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 assets available for benefits of the Handleman
Company Salary Deferral and Stock Plan as of December 31, 1996 and 1995, and the
changes in assets available for benefits for the year ended December 31, 1996,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules on pages 14
through 16 of this Form 11-K 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 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.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
June 27, 1997
HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
December 31, 1996 and 1995
--------------------------
1996 1995
---------- ----------
ASSETS:
Accrued dividends and interest $ 44 $ 7,005
Employee contributions receivable 125,502 137,124
Employer contribution receivable 23,548 34,172
Cash - -
Investments at Estimated Fair Value
- -----------------------------------
KeyCorp Investments:
Employee Benefit Money Market Fund(1),
(3,142 shares and 37,462 shares at
December 31, 1996 and 1995 respectively) 3,142 37,462
EB-Managed Guaranteed Investment Contract(2)
(64,083 shares and 61,505 shares at December 31,
1996 and 1995 respectively) 733,508 663,576
Investments at Fair Value as Determined
by Quoted Market Price
- ----------------------
KeyCorp Investments:
Victory U.S. Government Obligations Fund(3),
(64,236 shares and 96,514 shares at December 31,
1996 and 1995, respectively) 676,714 616,895
American Balanced Fund(4), (123,540 shares and
95,315 shares at December 31, 1996 and 1995,
respectively) 1,797,521 1,348,712
Victory Stock Index Fund(5), (191,312 shares and
134,875 shares at December 31, 1996 and 1995,
respectively) 2,911,769 1,749,331
Handleman Company common stock (6), (169,525
shares and 133,751 shares at December 31,
1996 and 1995, respectively) 1,462,153 769,068
Loans to participants at rates of 9.75%
to 10.0%, maturing in 4 months to 10 years 112,321 44,081
---------- ----------
ASSETS AVAILABLE FOR BENEFITS $7,846,222 $5,407,426
========== ==========
(1) The Plan's cost of the investment in the KeyCorp Employee Benefit Money
Market Fund was $3,142 and $37,462 as of December 31, 1996 and 1995,
respectively.
(2) The Plan's cost of the investment in the EB-Managed Guaranteed Investment
Contract was $685,078 and $648,041 as of December 31, 1996 and 1995,
respectively.
(3) The Plan's cost of the investment in the Victory U.S. Government
Obligations Fund was $646,623 and $649,463 as of December 31, 1996 and
1995, respectively.
(4) The Plan's cost of the investment in the American Balanced Fund was
$1,793,599 and $1,385,069 as of December 31, 1996 and 1995, respectively.
(5) The Plan's cost of investment in the Victory Stock Index Fund was
$2,465,095 and $1,624,902 as of December 31, 1996 and 1995, respectively.
(6) The Plan's cost of the common stock was $1,672,524 and $1,869,858 as of
December 31, 1996 and 1995, respectively.
The accompanying notes are an integral part of the financial statements.
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
STATEMENT OF CHANGES IN ASSETS
AVAILABLE FOR BENEFITS
for the year ended December 31, 1996
------------------------------------
Additions: 1996
----------
Employer contributions $ 293,801
Employee authorized contributions 1,690,600
Dividend income 108,278
Interest income 12,119
Net appreciation in fair value of investments 1,097,743
Other 44,372
----------
Total additions 3,246,913
Deductions:
Participants' benefits 744,570
Other 63,547
----------
Total deductions 808,117
Net increase 2,438,796
Assets available for benefits, beginning of year 5,407,426
----------
Assets available for benefits, end of year $7,846,222
==========
The accompanying notes are an integral part of the financial statements.
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. Description of Plan
-------------------
The following description of the Handleman Company Salary Deferral and
Stock Plan (the "Plan") provides only general information. Participants
should refer to the Plan Document for a complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan which includes salary deferral and
employee stock ownership provisions. The Plan covers all employees of the
Handleman Company (the "Company") and subsidiaries and affiliates that have
adopted the Plan who have one year of service and who are not covered by
collective bargaining agreements (unless they specifically refer to the
Plan). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
Employee authorized contributions of tax deferred compensation are limited
in any one year to the lesser of twenty percent of employee compensation or
$9,500 in 1995. Effective July 1, 1995, each participant's maximum elective
deferral was reduced to fifteen percent. In addition, total contributions
by highly compensated employees cannot exceed specific percentage
limitations of the aggregate contributions of all other employees as set
forth in the Internal Revenue Code.
Prior to July 1, 1995, the Company contributed to the Plan at the
discretion of its Board of Directors. Effective July 1, 1995, the Plan was
amended to provide for a Company matching contribution equal to 25 percent
of the elective contribution made by each participant, up to six percent of
such participant's compensation, to be invested in Company stock.
Plan Assets
To the extent practicable, Plan assets related to the Company stock portion
of the Plan are invested in Company stock. Employees may direct investment
of employee authorized contributions to the Plan into various investment
funds which are established by the Company from time to time.
Participant Accounts
Each participant's account is credited with employee authorized
contributions, in addition to an allocation of any Company contribution and
Plan earnings, net of Plan expenses. A participant must be employed by the
Company on the last day of the Company's fiscal year to receive the
allocation of Company contributions.
Salary Deferral Portion - Company contributions to the Salary Deferral
portion of the Plan are allocated to participants who are eligible as
defined by the Plan. There are certain limitations on the amounts
which can be allocated.
Stock Ownership Portion - Effective May 2, 1994, the Plan was amended
to discontinue Company contributions for employees hired after April
30, 1994. As of December 31, 1996, Company contributions for all
employees has been discontinued.
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-----------------------------
1. Description of Plan, continued
-------------------
Loans to Participants
The Plan allows participants to borrow against their account balances. The
maximum loan to any participant is the lesser of 50% of the participant's
non-forfeitable salary deferral account balance or $50,000.
Plan Expenses
Expenses of the Trustee and Administrative Committee are charged to
participant accounts unless the Company at its discretion elects to pay
these expenses. The Company paid such expenses for the year ended December
31, 1996.
Vesting
Participants are fully vested in amounts credited to their accounts prior
to July 1995.
Effective July 1, 1995, the Plan was amended to include a graded vesting
schedule for matching contributions of 20 percent for each year of service,
resulting in 100 percent vesting after five years of service.
Payment of Benefits
On termination of service, a participant will be eligible to receive the
plan assets allocated to the participant's account and which have vested or
an equivalent amount in cash. At December 31, 1996 and 1995, $277,805 and
$321,048 respectively, were reported as benefits payable on the Form 5500.
2. Summary of Accounting Policies
------------------------------
Company Contributions
Company contributions are accrued in the plan year to which the
contributions relate. Company contributions are in the form of Company
stock.
Investments
At the end of the plan year, Company stock is valued at the closing market
price of the stock on the last business day of the Plan's year. The EB-
Managed Guaranteed Investment Contract Fund, Victory U.S. Government
Obligations Fund, American Balanced Fund, Victory Stock Index Fund and
Employee Benefit Money Market Fund are reflected at estimated fair values
or at the fair value as determined by quoted market prices at the year-end
date as reported by the Plan's investment custodian, KeyCorp.
The basis on which cost is determined to compute realized gains or losses
from sales of investments, other than the Company stock, is average cost.
The basis on which cost is determined for the Company stock is specific
identification.
The Plan presents in the statement of changes in assets the net
appreciation (depreciation) in fair value of investments which consists of
the realized gains or losses and the unrealized appreciation (depreciation)
on those investments.
For purposes of determining Company contributions, Company stock received
as the Company contribution is valued at the closing price on the day the
contribution is made.
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-----------------------------
2. Summary of Accounting Policies, continued
------------------------------
Dividend Income
Dividend income is recognized on the ex-dividend date. Dividend income on
Company stock for the year ended December 31, 1996 was $6,697.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of changes in
assets during the reporting period. Actual results could differ from these
estimates.
3. Investments
-----------
During the Plan year ended December 31, 1996, the Plan's investments
(including investments bought and sold, as well as held during the year)
appreciated in value by $1,097,743 as follows:
Investments at Estimated Fair Value
-----------------------------------
KeyCorp Investment:
EB-Managed Guaranteed Investment Contract $ 40,567
Investments at Fair Value Determined
by Quoted Market Price
---------------------
KeyCorp Investments:
Victory U.S. Government Obligation Fund 30,450
American Balanced Fund 136,692
Victory Stock Index Fund 423,821
Handleman Company Common Stock 466,213
----------
$1,097,743
==========
I-6
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Fund Information
- ----------------
The following is a summary of assets for each investment fund option for the
years ended December 31, 1996 and 1995 and of changes by investment fund for the
year ended December 31, 1996. The Handleman Common Stock Fund includes both
participant directed investments as well as investments of company matching
contributions.
HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
ASSETS AND LIABILITIES BY INVESTMENT PROGRAM
DECEMBER 31, 1996
PARTICIPANT DIRECTED
------------------------------------------------------
EB-MANAGED VICTORY U.S.
GUARANTEED GOVERNMENT AMERICAN VICTORY
HANDLEMAN HANDLEMAN INVESTMENT OBLIGATIONS BALANCED STOCK LOAN
ESOP FUND COMMON STOCK CONTRACT FUND FUND INDEX FUND FUND TOTAL
----------------------------------------------------------------------------------------------
Assets:
Accrued Dividends and Interest 1 38 - - 1 4 - 44
Employer Contributions Receivable - 23,548 - - - - - 23,548
Employee Contributions Receivable - 7,894 13,730 11,057 38,253 54,568 - 125,502
KeyCorp Investments:
Employee Benefit Money Market Fund 35 3,107 - - - - - 3,142
EB-Managed Guaranteed Investment - - 733,508 - - - - 733,508
Contract
Victory U.S. Government Obligations - - - 676,714 - - - 676,714
Fund
American Balanced Fund - - - - 1,797,521 - - 1,797,521
Victory Stock Index Fund - - - - - 2,911,769 - 2,911,769
Handleman Company Common Stock 800,728 661,425 - - - - - 1,462,153
169,525 Shares
Loans to Participants - - - - - - 112,321 112,321
--------- ------------ ---------- ------------ --------- ---------- ------- ---------
ASSETS AVAILABLE 800,764 696,012 747,238 687,771 1,835,776 2,966,341 112,321 7,846,222
========= ============ ========== ============ ========= ========== ======= =========
FOR BENEFITS
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
ASSETS AND LIABILITIES BY INVESTMENT PROGRAM
DECEMBER 31, 1995
PARTICIPANT DIRECTED
-------------------------------------------------------
EB-MANAGED VICTORY U.S.
GUARANTEED GOVERNMENT AMERICAN VICTORY
HANDLEMAN HANDLEMAN INVESTMENT OBLIGATIONS BALANCED STOCK LOAN
ESOP FUND COMMON STOCK CONTRACT FUND FUND INDEX FUND FUND TOTAL
-------------------------------------------------------------------------------------------
Assets:
Accrued Dividends and Interest 5,680 1,167 32 30 7 89 - 7,005
Employee Contributions Receivable - 34,172 - - - - - 34,172
Employer Contributions Receivable - 9,424 15,694 12,878 44,812 54,316 - 137,124
KeyCorp Investments:
Employee Benefit Money Market Fund - 37,462 - - - - - 37,462
EB-Managed Guaranteed Investment
Contract - - 663,576 - - - - 663,576
Victory U.S. Government Obligations
Fund - - - 616,895 - - - 616,895
American Balanced Fund - - - - 1,348,712 - - 1,348,712
Victory Stock Index Fund - - - - - 1,749,331 - 1,749,331
Handleman Company Common Stock
133,751 Shares 648,531 120,537 - - - - - 769,068
Loans to Participants - - - - - - 44,081 44,081
--------- ------------ ---------- ------------ --------- ---------- ------ ---------
ASSETS AVAILABLE FOR BENEFITS 654,211 202,762 679,302 629,803 1,393,531 1,803,736 44,081 5,407,426
========= ============ ========== ============ ========= ========== ====== =========
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
INCOME AND CHANGES IN EQUITY TO INVESTMENT PROGRAM
FOR THE YEAR ENDED DECEMBER 31, 1996
PARTICIPANT DIRECTED
----------------------------------------------------------
EB-MANAGED VICTORY U.S.
GUARANTEED GOVERNMENT AMERICAN VICTORY
HANDLEMAN HANDLEMAN INVESTMENT OBLIGATIONS BALANCED STOCK LOAN
ESOP FUND COMMON STOCK CONTRACT FUND FUND INDEX FUND FUND TOTAL
------------------------------------------------------------------------------------------------
Additions:
Total Employer Contributions - 273,294 2,612 2,104 7,200 8,591 - 293,801
Total Employee Contributions - 100,733 188,112 141,036 520,121 740,597 - 1,690,600
Dividend Income - - - 60 60,060 48,158 - 108,278
Total Interest Income 3,746 1,512 142 10 131 227 6,351 12,119
Net appreciation in fair value
of investments 264,811 201,402 40,567 30,450 136,692 423,821 1,097,743
Other Receipts 6,041 - - 3,998 - 10 34,323 44,372
------- ------- ------- ------- --------- --------- ------- ---------
Total Additions 274,599 576,941 231,433 177,658 724,204 1,221,405 40,674 3,246,913
Deductions:
Participants' benefits 118,483 27,622 125,677 90,316 127,381 255,090 744,570
Transfers Between Funds (25) 49,912 37,619 29,375 154,050 (196,983) (73,957) (8)
Other 9,587 6,156 201 (1) 529 692 46,391 63,555
------- ------- ------- ------- --------- --------- ------- ---------
Total Deductions 128,046 83,691 163,497 119,690 281,959 58,800 (27,566) 808,117
------- ------- ------- ------- --------- --------- ------- ---------
Net Increase 146,553 493,250 67,936 57,968 442,245 1,162,605 68,240 2,438,796
Assets Available for Benefits,
beginning of year 654,211 202,762 679,302 629,803 1,393,531 1,803,736 44,081 5,407,426
------- ------- ------- ------- --------- --------- ------- ---------
Assets Available for Benefits,
end of year 800,764 696,012 747,238 687,771 1,835,776 2,966,341 112,321 7,846,222
======= ======= ======= ======= ========= ========= ======= =========
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
------------------------------
5. Plan Termination
----------------
Although it 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 the provisions of ERISA.
6. Tax Status
----------
The Internal Revenue Service has determined and informed the Company by
a letter dated May 2, 1997, that the Plan is qualified and the trust
established under the Plan is tax-exempt, under the appropriate sections
of the Code.
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
Form 5500
Calendar Plan year 1996
ITEM 27a, SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
(a) (b) (c) (d) (e)
Asterisk Identity of
denotes party- issue, borrower Description
in-interest to lessor, or of Current
the Plan similar party Investment Cost Value
- -------------- --------------- ----------- ---- -------
Reporting Criteria I:
- --------------------
Investment assets held by
the Plan on the last day
of the Plan year
Employee Benefit Cash Equivalents $ 3,142 $ 3,142
* Money Market
Fund
* EB-Managed Investment $ 685,078 $ 733,508
Guaranteed Contracts
Investment Contract
* Victory U.S. Short Term U.S. $ 646,623 $ 676,714
Government Obligations Treasury Securities
Fund
* American Common Stock and $1,793,599 $1,797,521
Balanced Fund Bond Fund
* Victory Stock Common Stock Fund $2,465,095 $2,911,769
Index Fund
* Handleman Common Stock $1,672,524 $1,462,153
Company $.01 par value
Common Stock
* Loans to Interest rates of -0- $ 112,321
Participants 9.75% to 10% and
maturing in 4 months
to 10 years
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
------------------------------------
Current Value
Purchase Selling Cost of Asset on Net Gain
Identity of Party Involved Description of Asset Price Price of Asset Transaction Date or (Loss)
- -------------------------- -------------------- -------- --------- --------- ---------------- ---------
REPORTING CRITERION I: Any transaction within the plan
- --------------------- year, with respect to any plan
asset, involving an amount in
excess of five percent of the
current value of plan assets.
See note A below.
REPORTING CRITERION II: Any series of transactions (other
- ----------------------- than transactions with respect to
securities) within the plan year
with or in conjunction with the
same person which, when aggregated,
regardless of the category of asset
and the gain or loss on any
transaction, involves an amount in
excess of five percent of the
current value of plan assets.
None
REPORTING CRITERION III: Any transaction within the plan
- ----------------------- year involving securities of the
same issue if within the plan year
any series of transactions with
respect to such securities, when
aggregated, involves an amount in
excess of five percent of the
current value of plan assets.
KeyCorp Employee Benefit Money
Market Fund
126 purchases - 662,160 units 662,160 662,160 662,160
183 sales - 1,161,392 units 1,161,392 1,161,392 1,161,392
KeyCorp Victory U.S. Government Obligations
Fund
60 purchases - 51,279 units 192,096 192,096 192,096
64 sales - 83,556 units 197,809 194,937 197,809 2,872
KeyCorp EB-Managed Guaranteed Investment
Contract Fund
33 purchases - 18,431 units 204,920 204,920 204,920
58 sales - 15,853 units 175,556 167,883 175,556 7,673
KeyCorp American/Balanced Fund
52 purchases - 45,583 shares 660,908 660,908 660,908
63 sales - 24,122 shares 348,790 349,815 348,790 (1,025)
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HANDLEMAN COMPANY
SALARY DEFERRAL AND STOCK PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, Concluded
for the year ended December 31, 1996
------------------------------------
Current Value
Purchase Selling Cost of Asset on Net Gain
Identity of Party Involved Description of Asset Price Price of Asset Transaction Date or (Loss)
- -------------------------- -------------------- --------- --------- --------- ---------------- ---------
REPORTING CRITERION III: Any transaction within the plan
- ----------------------- year involving securities of the
same issue if within the plan year
any series of transactions with
respect to such securities, when
aggregated, involves an amount in
excess of five percent of the
current value of plan assets.
(concluded)
KeyCorp Victory Stock Index Fund
79 purchases - 79,064 shares 1,121,190 1,121,190 1,121,190
41 sales - 22,627 shares 382,573 280,997 382,573 101,576
KeyCorp Handleman Company Stock
15 purchases - 62,454 shares 385,129 385,129 385,129
29 sales - 25,204 shares 152,089 297,197 152,089 (145,108)
REPORTING CRITERION IV: Any transaction within the plan
- ---------------------- year with respect to securities
with or in conjunction with a
person if any prior or
subsequent single transaction
within the plan year with such
person with respect to securities
exceeds five percent of the
current value of plan assets.
None.
NOTE A: Transactions already reported under Criteria III are not reported here.
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