-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TAERcA9hOaZUxoVZLpsMHC0G4EFy2FxDUwC1VtfV/jd/xaT/mgI6K7yneiNySfAc AtmJmOD6is7vcQlKXRoPWQ== 0000950149-96-000292.txt : 19960329 0000950149-96-000292.hdr.sgml : 19960329 ACCESSION NUMBER: 0000950149-96-000292 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19960328 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOD GUYS INC CENTRAL INDEX KEY: 0000785931 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 942366177 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14134 FILM NUMBER: 96539443 BUSINESS ADDRESS: STREET 1: 7000 MARINA BLVD CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 4156155000 MAIL ADDRESS: STREET 2: 7000 MARINA BLVD CITY: BRISBANE STATE: CA ZIP: 94005 11-K 1 FORM 11-K ANNUAL REPORT 1 As filed with the Securities and Exchange Commission on March 28, 1996 - -------------------------------------------------------------------------------- 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 fiscal year ended September 30, 1995 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 No: 0-14134 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE GOOD GUYS! DEFERRED PAY PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Good Guys, Inc. 7000 Marina Boulevard Brisbane, California 94005-1830 -1- 2 REQUIRED INFORMATION The Good Guys! Deferred Pay Plan ("Plan") is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two fiscal years ended September 30, 1994 and 1995, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Appendix 1 and incorporated herein by this reference. SIGNATURES The Plan. Pursuant to the requirements of the Securities and 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. THE GOOD GUYS! DEFERRED PAY PLAN By: The Good Guys! Deferred Pay Plan Administrative Committee /s/ ROBERT A. GUNST March 27, 1996 - -------------------------------- (Robert A. Gunst) /s/ THOMAS A. HANNAH March 27, 1996 - -------------------------------- (Thomas A. Hannah) -2- 3 APPENDIX 1 THE GOOD GUYS! DEFERRED PAY PLAN FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 1995 AND 1994, SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED SEPTEMBER 30, 1995 AND INDEPENDENT AUDITORS' REPORT 4 THE GOOD GUYS! DEFERRED PAY PLAN TABLE OF CONTENTS - --------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Assets Available for Benefits as of September 30, 1995 and 1994 2 Statements of Changes in Assets Available for Benefits for the Years Ended September 30, 1995 and 1994 2 Notes to Financial Statements 3-7 SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED SEPTEMBER 30, 1995: Item 27a - Schedule of Assets Held for Investment Purposes 8 Item 27d - Schedule of Reportable Transactions (series of transactions exceeding 5% of plan assets) 9
5 INDEPENDENT AUDITORS' REPORT Administrative Committee The Good Guys! Deferred Pay Plan We have audited the accompanying statements of net assets available for benefits of The Good Guys! Deferred Pay Plan (the "Plan") as of September 30, 1995 and 1994, 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, such financial statements present fairly, in all material respects, the net assets available for benefits as of September 30, 1995 and 1994, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions for the year ended September 30, 1995 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 ("ERISA"). The supplemental information by fund in the statement of net assets available for benefits as of September 30, 1995 and 1994 and the statement of changes in net assets available for benefits for the years ended September 30, 1995 and 1994 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 are 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 audit 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 LLP San Francisco, California March 15, 1996 6 THE GOOD GUYS! DEFERRED PAY PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS SEPTEMBER 30, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 ASSETS: Investments, at fair value: Investment Company of America $1,290,812 $ 820,565 New Perspective Fund 1,756,367 1,160,275 Bond Fund of America 391,793 266,594 American Balanced Fund 885,041 603,981 Merrill Lynch Retirement Trust 1,150,662 1,040,812 The Good Guys! Stock Fund 956,940 804,321 Loans to participants 422,703 366,162 ---------- ---------- ASSETS AVAILABLE FOR BENEFITS $6,854,318 $5,062,710 ========== ==========
- -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS YEARS ENDED SEPTEMBER 30, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 ADDITIONS TO ASSETS: Investment income: Interest and collective trust fund income $ 35,604 $ 30,057 Net appreciation in fair value of investments 627,829 192,584 ---------- ---------- Total investment income 663,433 222,641 Contributions from participants 1,834,428 1,547,627 ---------- ---------- Total additions 2,497,861 1,770,268 DEDUCTIONS FROM ASSETS - Payments to participants 706,253 652,779 ---------- ---------- NET INCREASE 1,791,608 1,117,489 ASSETS AVAILABLE FOR BENEFITS: At beginning of year 5,062,710 3,945,221 ---------- ---------- At end of year $6,854,318 $5,062,710 ========== ==========
See notes to financial statements. 2 7 THE GOOD GUYS! DEFERRED PAY PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 1995 AND 1994 1. SUMMARY DESCRIPTION OF PLAN The Good Guys! Deferred Pay Plan (the "Plan") is a defined contribution tax deferred savings plan available to employees of The Good Guys, Inc. (the "Company"). It is subject to the provisions of the Employee Retirement Income Security Act of 1974. Employees of the Company may voluntarily commence participation in the Plan on October 1st or April 1st of each year providing they have completed six months of continuous service. Participants may contribute up to 15% of their annual compensation to the Plan. However, the sum of the participants' contributions to the Plan and the Company's contribution to The Good Guys! Profit-Sharing Plan on the participants' behalf may not be in excess of the amount allowed for federal income tax purposes. Additional contributions may be made to the Plan by the Company at the option of the Plan's Administrative Committee. Until April 1, 1994, each participant's share of assets was segregated in an individual account and was invested in an asset allocation fund, income accumulation fund, S&P 500 stock fund, The Good Guys! stock fund, or a combination of these funds by Wells Fargo Bank, the Trustee of the Plan, in accordance with the investment choice elected by the participant. On April 1, 1994, the trustee and investment management functions were transferred to Merrill Lynch. Pursuant to the change in investment alternatives, the participants have a choice of six investments. The prospectuses for these investment options describe the funds as follows: Investment Company of America (Equity Growth & Income Fund) - Funds are invested in marketable securities, principally common stock, for long-term growth of capital and income. New Perspective Fund (Global Growth Fund) - Funds are invested in common stocks of both foreign and domestic companies for long-term growth of capital. Bond Fund of America (Fixed Income Fund) - Funds are invested in marketable fixed-income debt securities, government obligations, and money-market instruments for current income and the preservation of capital. American Balanced Fund (Equity Growth & Income Fund) - Funds are invested in a diversified array of equities, debt, and cash instruments for capital preservation, current income, and long-term growth of capital and income. Merrill Lynch Retirement Fund (Cash Equivalents; Collective Trust Fund) - Funds are invested in Guaranteed Investment Contracts, U.S. Government obligations and money market instruments for current income and preservation of capital (see Note 4). The Good Guys! Company Stock Fund - Funds are invested in The Good Guys! stock. 3 8 VESTING - All contributions are fully vested at the time of contribution. DISTRIBUTION OF BENEFITS - Benefits are payable to employees upon termination of employment, normal retirement, total disability, death, or for financial hardship as defined by the Internal Revenue Service. The Plan provides that all administrative costs be paid by the Company. PLAN TERMINATION - Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time, subject to the provisions of ERISA. Upon termination, all amounts credited to the participants' accounts will be distributed in accordance with Plan provisions. INCOME TAXES - The Plan obtained a determination letter on September 5, 1987, 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 applied for a new determination letter based on the Plan agreement (see Note 1). The Plan administrator and the Plan's tax counsel believe that the Plan as newly designed and operated is in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust is tax-exempt as of September 30, 1995. Plan administration was transferred from The Wyatt Company to Howard Johnson & Company effective April 1, 1994. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The accompanying financial statements of the Plan are prepared on the accrual method of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are stated at estimated fair value, which is determined by quoted market prices. The Plan's guaranteed investment contract is valued at contract value. Participant loans are carried at amortized cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. BENEFITS are recorded when paid. As of September 30, 1995 and 1994, net assets available for benefits included benefits of $721,016 and $515,509 due to participants who have withdrawn from participation in the Plan. 3. PARTICIPANT LOANS Under the terms of the Plan and subject to certain limitations as defined in the Plan agreement, participants may borrow against the amount of their vested accounts. Such loans are payable over periods 4 9 of up to five years and bear interest at a rate equal to that charged by institutional lenders for similar loans at the time the loan is made. As of September 30, 1995, there are 170 loans to participants, maturing from 1995 to 2000 with interest rates ranging between 9.0% and 13.5%. 4. FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT RISK As required by Financial Accounting Standard No. 105, Disclosure of Information about Financial Investments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk," the following information about the risk characteristics associated with the Merrill Lynch retirement trust fund (the "Fund") is presented. The fund invests in guaranteed investment contracts ("GIC") and bank investment contracts ("BIC") and other synthetic guaranteed investment contracts issued by selected North American life insurance companies and U.S. banks. The issuer of each investment contract undertakes to repay the principal amounts deposited pursuant to the contract plus accrued interest at fixed or variable rates as specified under its terms. The credit risk of the issuer of each investment contract is evaluated and monitored by the trustee. The Merrill Lynch retirement trust fund's policy is to require that the investment contract issuer has ratings no lower than: A rating of AAA from Standard & Poor's and Aa2 from Moody's at the time of purchase. The GIC issuer is subject to an analysis of asset qualtiy, liquidity, management quality, surplus adequacy and profitability. Further, the issuer's mortgage loan portfolio and bond holdings are scrutinized for exposure to high risk bonds and geographical concentrations. A credit review of all issuers of IDCs is performed periodically. The reviews are based upon the external rating services listed above. An investment contract may be identified as substandard or removed from the Fund depending on the degree of deterioration of the issuer's rating. The Trustee may elect to segregate a contract from the Fund, resulting in separate accounting for the investment contract. As a result, participants admitted to the Fund after the contract has been segregated from the Fund will not be affected. The Fund's policy is to review a variety of factors prior to selecting a BIC issuer for bidding on BICs. These factors include, but are not limited to, asset quality, liquidity, management quality, profitability and, as is the policy of the Trustee, the Trustee's exposure to the issuing bank. Furthermore, the Fund's investments in BICs are insured by the Federal Deposit Insurance Corporation within applicable limits. Such coverage was eliminated effective December 1993, or, for contracts purchased prior to December 1991, at maturity. 5. FUND INFORMATION The following information shows the changes in assets available for benefits by fund type: 5 10 CHANGES IN ASSETS AVAILABLE FOR BENEFITS BY FUND YEAR ENDED SEPTEMBER 30, 1995 - --------------------------------------------------------------------------------
Investment New Bond American Company Perspective Fund of Balanced of America Fund America Fund ---------- ---- ------- ---- ADDITIONS TO ASSETS: Investment income: Interest and collective trust fund income Net appreciation (depreciation) in fair value of investments $ 221,873 $ 260,159 $ 47,166 $138,621 Contributions from participants 385,796 587,613 227,285 238,516 ---------- ---------- --------- -------- Total additions 607,669 847,772 274,451 377,137 ---------- ---------- --------- -------- DEDUCTIONS FROM ASSETS - Participants' withdrawals 198,525 246,852 46,460 88,310 ---------- ---------- --------- -------- Total deductions 198,525 246,852 46,460 88,310 ---------- ---------- --------- -------- NET INCREASE BEFORE INTERFUND TRANSFERS 409,144 600,920 227,991 288,827 INTERFUND TRANSFERS 61,103 (4,828) (102,792) (7,767) ---------- ---------- --------- -------- NET INCREASE 470,247 596,092 125,199 281,060 ASSETS AVAILABLE FOR BENEFITS: Beginning of year 820,565 1,160,275 266,594 603,981 ---------- ---------- --------- -------- End of year $1,290,812 $1,756,367 $ 391,793 $885,041 ========== ========== ========= ======== Merrill The Good Lynch Guys! Retirement Stock Participant Trust Fund Fund Loans Total ---------- ---- ----- ----- ADDITIONS TO ASSETS: Investment income: Interest and collective trust fund income $ 35,604 $ 35,604 Net appreciation (depreciation) in fair value of investments $ 62,611 $(102,601) -- 627,829 Contributions from participants 283,476 329,777 (218,035) 1,834,428 ---------- --------- --------- ---------- Total additions 346,087 227,176 (182,431) 2,497,861 ---------- --------- --------- ---------- DEDUCTIONS FROM ASSETS - Participants' withdrawals 298,189 77,689 (249,772) 706,253 ---------- --------- --------- ---------- Total deductions 298,189 77,689 (249,772) 706,253 ---------- --------- --------- ---------- NET INCREASE BEFORE INTERFUND TRANSFERS 47,898 149,487 67,341 1,791,608 INTERFUND TRANSFERS 61,952 3,132 (10,800) -- ---------- --------- --------- ---------- NET INCREASE 109,850 152,619 56,541 1,791,608 ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,040,812 804,321 366,162 5,062,710 ---------- --------- --------- ---------- End of year $1,150,662 $ 956,940 $ 422,703 $6,854,318 ========== ========= ========= ==========
6 11 CHANGES IN ASSETS AVAILABLE FOR BENEFITS BY FUND YEAR ENDED SEPTEMBER 30, 1994 - --------------------------------------------------------------------------------
Merrill Investment New Bond American Lynch Company Perspective Fund of Balanced Retirement of America Fund America Fund Trust Fund ---------- ---- ------- ---- ---------- ADDITIONS TO ASSETS: Investment income: Interest and collective trust fund income Net appreciation (depreciation) in fair value of investments $ 28,687 $ 37,500 $ (778) $ 19,989 $ 31,114 Contributions from participants 185,030 274,223 49,463 112,559 137,567 -------------------------------------------------------- Total additions 213,717 311,723 48,685 132,548 168,681 -------------------------------------------------------- DEDUCTIONS FROM ASSETS - Participants' withdrawals 62,306 72,079 13,396 14,281 299,298 -------------------------------------------------------- Total deductions 62,306 72,079 13,396 14,281 299,298 -------------------------------------------------------- NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS 151,411 239,644 35,289 118,267 (130,617) INTERFUND TRANSFERS 669,154 920,631 231,305 485,714 1,171,429 -------------------------------------------------------- NET INCREASE (DECREASE) 820,565 1,160,275 266,594 603,981 1,040,812 ASSETS AVAILABLE FOR BENEFITS: Beginning of year -- -- -- -- -- -------------------------------------------------------- End of year $ 820,565 $1,160,275 $266,594 $603,981 $1,040,812 ======================================================== The Good Asset Income S & P 500 Guys! Allocation Accumulation Stock Stock Participant Fund Fund Fund Fund Loans Total ---- ---- ---- ---- ----- ----- ADDITIONS TO ASSETS: Investment income: Interest and collective trust fund income $ 30,057 $ 30,057 Net appreciation (depreciation) in fair value of investments $ (57,848) $ 11,172 $ (16,159) $ 138,907 -- 192,584 Contributions from participants 263,138 159,534 129,135 394,423 (157,445) 1,547,627 --------------------------------------------------------------------------- Total additions 205,290 170,706 112,976 533,330 (127,388) 1,770,268 --------------------------------------------------------------------------- DEDUCTIONS FROM ASSETS - Participants' withdrawals 133,468 84,783 44,199 120,873 (191,904) 652,779 --------------------------------------------------------------------------- Total deductions 133,468 84,783 44,199 120,873 (191,904) 652,779 --------------------------------------------------------------------------- NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS 71,822 85,923 68,777 412,457 64,516 1,117,489 INTERFUND TRANSFERS (1,439,914) (896,531) (844,220) (297,568) -- -- --------------------------------------------------------------------------- NET INCREASE (DECREASE) (1,368,092) (810,608) (775,443) 114,889 64,516 1,117,489 ASSETS AVAILABLE FOR BENEFITS: Beginning of year 1,368,092 810,608 775,443 689,432 301,646 3,945,221 --------------------------------------------------------------------------- End of year $ -- $ -- $ -- $ 804,321 $ 366,162 $5,062,710 ============================================================================
7 12 THE GOOD GUYS! DEFERRED PAY PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1995 - --------------------------------------------------------------------------------
INVESTMENTS UNITS/SHARE COST FAIR VALUE INVESTMENT COMPANY OF AMERICA 59,359 $1,118,375 $1,290,812 NEW PERSPECTIVE FUND 103,283 1,560,106 1,756,367 BOND FUND OF AMERICA 28,753 381,322 391,793 AMERICAN BALANCED FUND 63,120 774,919 885,041 MERRILL LYNCH RETIREMENT TRUST 1,147,046 1,150,662 1,150,662 THE GOOD GUYS! STOCK FUND 84,095 1,055,732 956,940 LOANS TO PARTICIPANTS (See Note 3) 422,703 422,703 ---------- ---------- TOTAL INVESTMENTS $6,463,819 $6,854,318 ========== ==========
8 13 THE GOOD GUYS! DEFERRED PAY PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (SERIES OF TRANSACTIONS EXCEEDING 5% OF PLAN ASSETS) YEAR ENDED SEPTEMBER 30, 1995 - --------------------------------------------------------------------------------
PURCHASES DISPOSITIONS --------------------- -------------------------------- NUMBER OF NUMBER OF GAIN FUND TRANSACTIONS COST TRANSACTIONS PROCEEDS (LOSS) Investment Company of America 46 $500,804 22 $201,611 $ 14,278 New Perspective Fund 47 678,903 24 258,953 13,939 Bond Fund of America 47 261,050 22 154,281 (1,504) American Balanced Fund 40 283,199 21 109,319 5,587 Merrill Lynch Retirement Fund 281 457,499 22 399,451 -- The Good Guys! Stock Fund 35 271,049 19 57,172 (7,780)
9 14 [DELOITTE & TOUCHE LLP LETTERHEAD] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-39421 of The Good Guys!, Inc. on Form S-8 of our report dated March 15, 1996, appearing in this Annual Report on Form 11-K of The Good Guys! Deferred Pay Plan for the year ended September 30, 1995. DELOITTE & TOUCHE LLP San Francisco, California March 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----