<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM 11-K
-------------------------------
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
COMMISSION FILE NUMBER 1-14634
-------------------------------
A. Full title of the plan and the address of the plan if different from
that of the issuer named below:
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Santa Fe International Corporation
Two Lincoln Centre, Suite 1100
5420 LBJ Freeway
Dallas, Texas 75240-2648
<PAGE> 2
REQUIRED INFORMATION
The financial statements listed in the accompanying table of contents on page 4
are filed as part of this Form 11-K.
- 2 -
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee for the Employee Benefit Plans of Santa Fe
International Corporation has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
SANTA FE INVESTMENT SAVINGS &
PROFIT SHARING PLAN
By: /s/ C. STEDMAN GARBER, JR.
------------------------------------------
C. Stedman Garber, Jr.
-------------------------------, Chairman
of the Administrative Committee for
the Employee Benefit Plans of Santa Fe
International Corporation
Date: June 25, 1998
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<PAGE> 4
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Ernst & Young LLP, independent auditors ................................................ 1
Financial statements
Statements of net assets available for benefits, with
fund information at December 31, 1997 and 1996 ............................................... 2
Statements of changes in net assets available for benefits, with fund
information for the years ended December 31, 1997 and 1996 ................................... 3
Notes to financial statements ................................................................... 4
Consent of independent auditors ................................................................... EXHIBIT 1
<CAPTION>
Additional information Schedule
<S> <C>
Line 27a - Schedule of assets held for investment
purposes at December 31, 1997 ................................................................. A
Line 27d - Schedule of reportable transactions for
the year ended December 31, 1997 .............................................................. B
</TABLE>
All other schedules for which provision is made in the applicable regulations of
the Employee Retirement Income Act of 1974 have been omitted as the schedules
are not required under the related instructions, are inapplicable, or the
information required thereby is set forth in the financial statements or notes
thereto.
- 4 -
<PAGE> 5
Report of Ernst & Young LLP, Independent Auditors
Administrative Committee
Santa Fe Investment Savings & Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of the Santa Fe Investment Savings & Profit Sharing Plan as of December 31, 1997
and 1996, 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, 1997 and 1996, and the changes in its net assets available for
benefits for the years then ended, 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 accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The Fund Information in
the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for benefits
and changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information 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 in relation to the basic financial
statements taken as a whole.
ERNST & YOUNG LLP
May 1, 1998
Dallas, Texas
<PAGE> 6
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997
MONEY ASSET
MARKET SANTA FE S&P 500 BOND ALLOCATION
FUND STOCK FUND FUND FUND
------------ ------------ ------------ ------------ ------------
ASSETS
<S> <C> <C> <C> <C> <C>
INVESTMENTS AT FAIR VALUE $ 15,846,065 $ 7,133,117 $ 22,336,249 $ 2,631,599 $ 3,144,009
CONTRIBUTIONS RECEIVABLE FROM:
Santa Fe International Corporation 31,208 30,088 45,062 6,888 9,200
Participants 57,306 60,584 86,943 12,737 17,661
INTERFUND RECEIVABLE (PAYABLE) (417,110) 199,352 192,801 (64,241) 238,676
LIABILITIES
ADMINISTRATIVE AND OTHER PAYABLES (1,319) (269,989) (1,485) (897) (596)
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 15,516,150 $ 7,153,152 $ 22,659,570 $ 2,586,086 $ 3,408,950
============ ============ ============ ============ ============
<CAPTION>
1997
MARKET INTERNATIONAL PROFIT
COMPLETION EQUITY SHARING
FUND FUND FUND TOTAL
------------ ------------ ------------ ------------
ASSETS
<S> <C> <C> <C> <C>
INVESTMENTS AT FAIR VALUE $ 2,390,083 $ 3,414,241 $ 11,253,560 $ 68,148,923
CONTRIBUTIONS RECEIVABLE FROM:
Santa Fe International Corporation 7,063 12,370 -- 141,879
Participants 14,977 19,966 -- 270,174
INTERFUND RECEIVABLE (PAYABLE) 48,371 (197,849) -- --
LIABILITIES
ADMINISTRATIVE AND OTHER PAYABLES (568) (572) (12,051) (287,477)
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,459,926 $ 3,248,156 $ 11,241,509 $ 68,273,499
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
1996
MONEY ASSET
MARKET SANTA FE S&P 500 BOND ALLOCATION
FUND STOCK FUND FUND FUND
------------ ------------ ------------ ------------ ------------
ASSETS
<S> <C> <C> <C> <C> <C>
INVESTMENTS AT FAIR VALUE $ 16,718,323 $ 0 $ 21,121,418 $ 5,107,470 $ 2,159,743
CONTRIBUTIONS RECEIVABLE FROM:
Santa Fe International Corporation 36,420 -- 47,284 12,382 5,949
Participants 67,445 -- 90,077 23,115 11,272
INTERFUND RECEIVABLE (PAYABLE) 665,361 -- (384,435) (251,526) 22,532
LIABILITIES
ADMINISTRATIVE AND OTHER PAYABLES (10,267) -- (10,251) (2,954) (3,631)
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 17,477,282 $ -- $ 20,864,093 $ 4,888,487 $ 2,195,865
============ ============ ============ ============ ============
<CAPTION>
1996
MARKET INTERNATIONAL PROFIT
COMPLETION EQUITY SHARING
FUND FUND FUND TOTAL
------------ ------------ ------------ ------------
ASSETS
<S> <C> <C> <C> <C>
INVESTMENTS AT FAIR VALUE $ 2,540,167 $ 2,424,575 $ 10,041,809 $ 60,113,505
CONTRIBUTIONS RECEIVABLE FROM:
Santa Fe International Corporation 8,575 9,835 -- 120,445
Participants 15,965 16,833 -- 224,707
INTERFUND RECEIVABLE (PAYABLE) (72,159) 20,227 -- --
LIABILITIES
ADMINISTRATIVE AND OTHER PAYABLES (1,606) (1,007) (5,736) (35,452)
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,490,942 $ 2,470,463 $ 10,036,073 $ 60,423,205
============ ============ ============ ============
</TABLE>
See accompanying notes.
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<PAGE> 7
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997
MONEY ASSET
MARKET SANTA FE S&P 500 BOND ALLOCATION
FUND STOCK FUND FUND FUND
------------ ------------ ------------ ------------ ------------
CONTRIBUTIONS FROM:
<S> <C> <C> <C> <C> <C>
Santa Fe International Corporation $ 453,974 $ 138,921 $ 579,274 $ 118,068 $ 112,693
Participants 812,493 299,628 1,106,218 231,777 225,769
NET INVESTMENT INCOME 957,345 (479,170) 6,357,536 341,593 683,659
DISTRIBUTIONS IN CONNECTION WITH
TERMINATIONS AND WITHDRAWALS (2,219,012) (70,279) (2,899,188) (543,981) (216,917)
ADMINISTRATIVE EXPENSES (63,016) (6,439) (76,221) (15,986) (22,262)
INTERFUND TRANSFERS (1,902,916) 7,270,491 (3,272,142) (2,433,872) 430,143
------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS (1,961,132) 7,153,152 1,795,477 (2,302,401) 1,213,085
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF YEAR 17,477,282 -- 20,864,093 4,888,487 2,195,865
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 15,516,150 $ 7,153,152 $ 22,659,570 $ 2,586,086 $ 3,408,950
============ ============ ============ ============ ============
<CAPTION>
1997
MARKET INTERNATIONAL PROFIT
COMPLETION EQUITY SHARING
FUND FUND FUND TOTAL
------------ ------------ ------------ ------------
CONTRIBUTIONS FROM:
<S> <C> <C> <C> <C>
Santa Fe International Corporation $ 103,787 $ 152,594 $ -- $ 1,659,311
Participants 194,727 285,811 3,156,423
NET INVESTMENT INCOME 541,228 217,711 2,176,422 10,796,324
DISTRIBUTIONS IN CONNECTION WITH
TERMINATIONS AND WITHDRAWALS (199,852) (438,088) (910,627) (7,497,944)
ADMINISTRATIVE EXPENSES (9,918) (9,619) (60,359) (263,820)
INTERFUND TRANSFERS (660,988) 569,284 -- --
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS (31,016) 777,693 1,205,436 7,850,294
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF YEAR 2,490,942 2,470,463 10,036,073 60,423,205
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 2,459,926 $ 3,248,156 $ 11,241,509 $ 68,273,499
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
1996
MONEY ASSET
MARKET SANTA FE S&P 500 BOND ALLOCATION
FUND STOCK FUND FUND FUND
------------ ------------ ------------ ------------ ------------
CONTRIBUTIONS FROM:
<S> <C> <C> <C> <C> <C>
Santa Fe International Corporation $ 513,221 $ -- $ 582,518 $ 178,508 $ 77,948
Participants 934,481 -- 1,087,341 325,257 163,064
NET INVESTMENT INCOME 849,367 -- 4,073,510 139,349 310,077
DISTRIBUTIONS IN CONNECTION WITH
TERMINATIONS AND WITHDRAWALS (1,408,997) -- (2,085,853) (640,055) (219,788)
ADMINISTRATIVE EXPENSES (70,310) -- (83,118) (24,265) (16,966)
INTERFUND TRANSFERS 303,961 -- $ (1,427,746) $ (1,094,404) $ 349,006
------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 1,121,723 -- 2,146,652 (1,115,610) 663,341
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF YEAR 16,355,559 -- 18,717,441 6,004,097 1,532,524
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 17,477,282 $ -- $ 20,864,093 $ 4,888,487 $ 2,195,865
============ ============ ============ ============ ============
<CAPTION>
1996
MARKET INTERNATIONAL PROFIT
COMPLETION EQUITY SHARING
FUND FUND FUND TOTAL
------------ ------------ ------------ ------------
CONTRIBUTIONS FROM:
<S> <C> <C> <C> <C>
Santa Fe International Corporation $ 73,275 $ 96,508 $ -- $ 1,521,978
Participants 152,156 178,136 -- 2,840,435
NET INVESTMENT INCOME 328,713 297,293 892,779 6,891,088
DISTRIBUTIONS IN CONNECTION WITH
TERMINATIONS AND WITHDRAWALS (228,056) (179,099) (712,129) (5,473,977)
ADMINISTRATIVE EXPENSES (8,735) (6,931) (43,432) (253,757)
INTERFUND TRANSFERS 963,686 905,497 -- --
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 1,281,039 1,291,404 137,218 5,525,767
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF YEAR 1,209,903 1,179,059 9,898,855 54,897,438
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 2,490,942 $ 2,470,463 $ 10,036,073 $ 60,423,205
============ ============ ============ ============
</TABLE>
See accompanying notes.
- 3 -
<PAGE> 8
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
NOTE 1 - DESCRIPTION OF THE PLAN
General
The Santa Fe Investment Savings & Profit Sharing Plan (the Plan), was
established on April 1, 1986 as successor plan to the Profit Sharing and
Retirement Plan For The Employees of the Santa Fe International Corporations
(the Profit Sharing Plan), the Santa Fe Investment Savings Plan, and the Stock
Bonus Plan for the Employees of the Santa Fe International Corporations. The
Plan is offered primarily to employees of Santa Fe International Corporation
(Santa Fe or the Company) and certain affiliated companies who are U.S.
citizens.
Although it has not expressed any intention to do so, the Company may, by
election of its Board of Directors, terminate the Plan. In the event of such
termination, the assets of the Plan shall be distributed to the participants in
proportion to their respective interests therein.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
Contributions
An eligible employee may contribute either before-tax and/or after-tax an
amount equal to but not less than 1% nor more than 15% of his monthly
compensation and the Company must contribute an amount equal to 100% of the
aggregate employee contributions, up to a maximum of 5% of the employee's
monthly compensation, up to specified maximum amounts allowed by law.
- 4 -
<PAGE> 9
Plan accounts
A separate account (the Participant Account) is maintained for each
participant in the Plan. The Participant Account includes each participant's
individual contributions to the Plan and his proportionate share of Company
contributions and the related investment earnings thereon. In addition, the
Participant Account also includes, if applicable, each participant's interest in
the other employee benefit plans of the Company previously merged into the Plan,
except as noted below with respect to the Company's contributions to the Profit
Sharing Plan.
An additional separate account (the Company Account) is maintained for
each participant in the Plan who was also a participant in the Profit Sharing
Plan. The Company Account includes each participant's proportionate share of the
Company's prior contributions to the Profit Sharing Plan and the related
investment earnings thereon. In connection with the merger of the Profit Sharing
Plan into the Plan, no further Company contributions will be made to a
participant's Company Account. In the event a participant becomes eligible for
retirement benefits under the Pension Plan for the Employees of the Santa Fe
International Corporations (the Pension Plan), such benefits are initially
funded through amounts in his or her Company Account and excess amounts, if any,
are funded through the Pension Plan's net assets.
Vesting and distributions
A participant's interest in his or her Participant and Company Account is
fully vested. The participant has the right to withdraw all or a part of his or
her interest in the Participant account, except that voluntary withdrawals of
Company contributions are not permitted until two years have elapsed from the
time such contributions are credited to the participant's account. In addition,
contributions made on a pre-tax basis in connection with the 401(k) option
generally cannot be withdrawn, except in the case of serious financial
hardships. Withdrawal of earnings on investments made under the 401(k) option
after December 31, 1988 is not permitted in any case.
- 5 -
<PAGE> 10
Upon termination of employment, distribution of a participant's vested
interest in the Plan is made within 45 days after the end of the month in which
a completed withdrawal application is submitted.
Plan administration
Wachovia Bank of North Carolina is the Plan's trustee under a simple trust
arrangement.
The Plan allows participants to invest amounts in their Participant
Account in the following common/collective trusts, mutual funds and Company
ordinary shares: the Money Market Fund, the S&P 500 Fund, the Bond Fund, the
Asset Allocation Fund, the Market Completion Fund, the International Equity Fund
and, beginning in August, 1997, in ordinary shares of the Company (Santa Fe
stock). The Money Market Fund is invested in investment grade fixed income
securities with maturities of less than one year. The S&P 500 Fund is invested
in common stock of the Standard & Poor's 500 stock index. The Bond Fund holds
various corporate, agency and government bonds from a representative sample of
the Shearson Lehman Government/Corporate Bond Index. The Asset Allocation Fund
seeks to provide stable long-term growth by investing in a mix of stock and bond
mutual funds and money market funds to outperform a static benchmark of 65%
stocks as represented by the S&P 500, 30% bonds as measured through the Lehman
Brothers Long Term Treasury Bond Index and 5% cash. The Market Completion Fund's
goal is to match the performance of the Wilshire 4500 Index, a composite of U.S.
publicly traded stocks of small and medium sized companies not represented in
the S&P 500. The International Equity Fund holds carefully chosen assets of
primarily non-U.S. companies that offer higher than average growth potential. As
with any investment, there is some risk associated with the S&P 500, Bond, Asset
Allocation, Market Completion, and International Equity Funds, as well as with
Santa Fe stock, as the value of the investment will increase or decrease
depending on the overall performance of the stock or bond market. The Profit
Sharing Fund is not subject to participant elections
- 6 -
<PAGE> 11
and is invested separately by the Plan's Administrative Committee or its
representatives.
Administrative expenses that are specifically identified with a particular
Fund are charged to that Fund. Other expenses, such as recordkeeping,
accounting, audit, insurance and legal fees, are proportionately allocated among
the Funds.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment valuation
Investments in Santa Fe stock are valued at the closing price per share as
listed on the New York Stock Exchange on the last business day of the year.
Investments in mutual funds are valued on the basis of the closing sale price as
of the last business day of the year or, in the absence of a recorded sale, the
last available closing price. The fair value of investments in common/collective
trusts are determined periodically by the respective trusts' custodian based
upon the current market values of the underlying assets of the funds.
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<PAGE> 12
Net investment income
Dividend income is accrued on the ex-dividend date and interest is
recorded on the accrual basis. Net appreciation/(depreciation) in fair value of
investments include both realized and unrealized gains and losses. Realized
gains (losses) from security transactions are based on the average cost of the
securities sold. Unrealized gains (losses) on investments are measured by the
change in the difference between the market value and cost of the securities
held at the beginning of the year and end of the year.
Income tax status
The Internal Revenue Service has determined and informed the Company by a
letter dated May 19, 1997, that the Plan and related trust are designed in
accordance with the applicable sections of the Internal Revenue Code (IRC). The
Plan has been amended since receiving the determination letter. However, the
Plan Administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
Interfund transfers
Interfund transfers and the related receivable (payable) primarily
represent participant and/or Administrative Committee elections to change
investment funds.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
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<PAGE> 13
Reclassifications
Certain prior year amounts have been reclassified in the accompanying
financial statements to conform to the current year presentation.
Note 3 - Investments
The total fair value of the investments held by the Plan at December 31,
1997 is as follows:
<TABLE>
<CAPTION>
Money Santa Fe S&P
Market Fund Stock 500 Fund
----------- ----------- -----------
<S> <C> <C> <C>
Common/collective trusts $15,768,512 $ 3,450 $22,336,249
Ordinary shares -- 7,124,200 --
Mutual funds -- -- --
Interest receivable 77,553 5,467 --
----------- ----------- -----------
Total assets held for investment $15,846,065 $ 7,133,117 $22,336,249
=========== =========== ===========
<CAPTION>
Asset Market
Allocation Completion
Bond Fund Fund Fund
---------- ---------- ----------
<S> <C> <C> <C>
Common/collective trusts $2,631,599 $3,144,009 $2,390,083
Ordinary shares -- -- --
Mutual funds -- -- --
Interest receivable -- -- --
---------- ---------- ----------
Total assets held for investment $2,631,599 $3,144,009 $2,390,083
========== ========== ==========
<CAPTION>
International Profit Sharing
Equity Fund Fund Total
----------- ----------- -----------
<S> <C> <C> <C>
Common/collective trusts $ 8,311 $10,163,724 $56,445,937
Ordinary shares -- -- 7,124,200
Mutual funds 3,405,930 1,089,836 4,495,766
Interest receivable -- -- 83,020
----------- ----------- -----------
Total assets held for investment $ 3,414,241 $11,253,560 $68,148,923
=========== =========== ===========
</TABLE>
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<PAGE> 14
The total fair value of the investments held by the Plan at December 31, 1996 is
as follows:
<TABLE>
<CAPTION>
Money
Market Fund S&P 500 Fund Bond Fund
----------- ------------ -----------
<S> <C> <C> <C>
Common/collective trusts $16,693,295 $21,121,295 $ 5,107,419
Mutual funds -- -- --
Interest receivable 25,028 123 51
----------- ----------- -----------
Total assets held for investment $16,718,323 $21,121,418 $ 5,107,470
=========== =========== ===========
<CAPTION>
Asset
Allocation Market International
Fund Completion Equity Fund
----------- ----------- -----------
<S> <C> <C> <C>
Common/collective trusts $ 2,159,676 $ 2,540,088 $ 6,903
Mutual funds -- -- 2,417,619
Interest receivable 67 79 53
----------- ----------- -----------
Total assets held for investment $ 2,159,743 $ 2,540,167 $ 2,424,575
=========== =========== ===========
<CAPTION>
Profit
Sharing
Fund Total
----------- -----------
<S> <C> <C>
Common/collective trusts $ 9,616,370 $57,245,046
Mutual funds 423,932 2,841,551
Interest receivable 1,507 26,908
----------- -----------
Total assets held for investment $10,041,809 $60,113,505
=========== ===========
</TABLE>
At December 31, 1997, the fair value of the following investments
individually exceeded 5% of the Plan's net assets available for benefits:
<TABLE>
<S> <C>
Mellon EB Stock Index Fund $ 22,328,225
Mellon Bank Temporary Investment Fund 15,762,960
Mellon EB Asset Allocation Fund 13,293,265
Santa Fe Stock 7,124,200
Europacific Growth Fund 4,495,766
</TABLE>
At December 31, 1996, the fair value of the following investments
individually exceeded 5% of the Plan's net assets available for benefits:
<TABLE>
<S> <C>
Mellon EB Stock Index Fund $ 24,052,220
Mellon Bank Temporary Investment Fund 16,707,939
Mellon EB MCM Bond Index Fund 11,456,895
</TABLE>
- 10 -
<PAGE> 15
The Plan places its certificates of deposit and commercial paper
investments with high credit quality financial institutions or corporations and
by policy, limits the amounts of credit exposure to any one financial
institution or corporation.
Concentrations of risk with respect to investments in common/collective
trusts, mutual funds and Santa Fe stock is limited due to the high quality of
the investments underlying the funds and to the dispersion of the underlying
investments across many different industries and companies.
Note 4 - Net investment income
Net investment income (loss) for the year ended December 31, 1997 is as
follows:
<TABLE>
<CAPTION>
Asset
Money Santa Fe S&P 500 Bond Allocation
Market Fund Stock Fund Fund Fund
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Interest/dividend income $ 957,345 $ 10,781 $ 398,653 $ 278,630 $ 110,330
Net appreciation/(depreciation)
in fair value of investments -- (489,951) 5,958,883 62,963 573,329
---------- ---------- ---------- ---------- ----------
Net investment income $ 957,345 $ (479,170) $6,357,536 $ 341,593 $ 683,659
========== ========== ========== ========== ==========
<CAPTION>
Market
Completion International Profit Sharing
Fund Equity Fund Fund Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Interest/dividend income $ 33,418 $ 273,119 $ 525,135 $ 2,587,411
Net appreciation/(depreciation)
in fair value of investments 507,810 (55,408) 1,651,287 8,208,913
----------- ----------- ----------- -----------
Net investment income $ 541,228 $ 217,711 $ 2,176,422 $10,796,324
=========== =========== =========== ===========
</TABLE>
- 11 -
<PAGE> 16
Net investment income (loss) for the year ended December 31, 1996 is as
follows:
<TABLE>
<CAPTION>
Money Asset
Market S&P 500 Allocation
Fund Fund Bond Fund Fund
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest/dividend income $ 852,535 $ 435,480 $ 407,933 $ 78,450
Net appreciation/(depreciation)
in fair value of investments (3,168) 3,638,030 (268,584) 231,627
---------- ---------- ---------- ----------
Net investment income $ 849,367 $4,073,510 $ 139,349 $ 310,077
========== ========== ========== ==========
<CAPTION>
Market Profit
Completion International Sharing
Fund Equity Fund Fund Total
---------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
Interest/dividend income $ 28,331 $ 97,942 $ 544,656 $2,445,327
Net appreciation/(depreciation)
in fair value of investments 300,382 199,351 348,123 4,445,761
---------- ---------- ---------- ----------
Net investment income $ 328,713 $ 297,293 $ 892,779 $6,891,088
========== ========== ========== ==========
</TABLE>
Note 5 - Services provided by the Company
Certain administrative and record keeping services incurred by the Company
are paid by the Plan, up to specified limits.
- 12 -
<PAGE> 17
Note 6 - Reconciliation to amounts reported in Form 5500
The following is a reconciliation of net assets available for benefits and
distributions in connection with terminations and withdrawals per the financial
statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net assets available for benefits per the financial statements $ 68,273,499 $ 60,423,205
Amounts allocated to withdrawing participants (456,339) (1,418,295)
------------ ------------
Net assets available for benefits per the Form 5500 $ 67,817,160 $ 59,004,910
============ ============
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31, 1997
------------------
<S> <C>
Distributions in connection with terminations and withdrawals
per the financial statements $ 7,497,944
Add: Amounts allocated to withdrawing participants
at December 31, 1997 456,339
Less: Amounts allocated to withdrawing participants
at December 31, 1996 (1,418,295)
-----------
Benefits paid to participants per the Form 5500 $ 6,535,988
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
Note 7 - Year 2000 Issue (unaudited)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third party
service providers have reasonable plans in place to become year 2000 compliant.
The Plan Sponsor currently expects the project to be substantially complete by
early 1999. The Plan Sponsor does not expect this project to have a significant
effect on plan operations.
- 13 -
<PAGE> 18
SUPPLEMENTAL SCHEDULES
<PAGE> 19
Schedule A
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
(c)
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
(b) RATE OF INTEREST, (e)
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR COLLATERAL, APR, OR (d) CURRENT
(a) PARTY MATURITY VALUE COST VALUE
- --------- ---------------------------------------------- ------------------------- ------------ ------------
<S> <C> <C> <C> <C>
* WACHOVIA BANK SHORT-TERM INVESTMENT FUND $ 54,863 $ 54,863
* SANTA FE INTERNATIONAL CORPORATION ORDINARY SHARES 7,614,151 7,124,200
MELLON BANK TEMPORARY INVESTMENT FUND 15,762,960 15,762,960
MELLON BANK EB STOCK INDEX FUND 15,244,042 22,328,225
MELLON BANK BOND INDEX FUND 2,555,174 2,622,470
MELLON BANK EB ASSET ALLOCATION FUND 10,958,390 13,293,265
MELLON BANK EB MARKET COMPLETION FUND 1,758,507 2,384,154
* WACHOVIA BANK EUROPACIFIC GROWTH FUND 4,235,453 4,495,766
------------ ------------
$ 58,183,540 $ 68,065,903
============ ============
</TABLE>
* PARTY-IN-INTEREST
<PAGE> 20
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
(h)
(f) CURRENT VALUE
(a) (b) (c) (d) EXPENSES (g) OF ASSET ON (i)
IDENTITY OF PARTY INVOLVED AND PURCHASE OR INCURRED WITH COST OF TRANSACTION NET GAIN
DESCRIPTION OF ASSET (SALE) PRICE TRANSACTION ASSET DATE OR (LOSS)
- ---------------------------------------------------- -------------- -------------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF
5% OF PLAN ASSETS
Santa Fe Stock 4,881,172 5,796 4,886,968 4,881,172 --
Wachovia Bank Short Term Investment Fund 4,887,197 -- 4,887,197 4,887,197 --
(4,886,968) -- 4,886,968 4,886,968 --
Mellon Bank EB Stock Index Fund (3,140,768) -- 2,608,355 3,140,768 532,413
Mellon Bank Bond Index Fund (6,178,501) -- 6,117,277 6,178,501 61,224
Mellon Bank EB Asset Allocation Fund 8,699,644 -- 8,699,644 8,699,644 --
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF
5% OF PLAN ASSETS
Santa Fe Stock 7,604,143 10,008 7,614,151 7,604,143 --
Wachovia Bank Short Term Investment Fund 18,517,981 -- 18,517,981 18,517,981 --
(18,836,378) -- 18,836,378 18,836,378 --
</TABLE>
- 1 -
<PAGE> 21
SANTA FE INVESTMENT SAVINGS & PROFIT SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
(h)
(f) CURRENT VALUE
(a) (b) (c) (d) EXPENSES (g) OF ASSET ON (i)
IDENTITY OF PARTY INVOLVED AND PURCHASE OR INCURRED WITH COST OF TRANSACTION NET GAIN
DESCRIPTION OF ASSET (SALE) PRICE TRANSACTION ASSET DATE OR (LOSS)
- ---------------------------------------------------- -------------- ------------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF
5% OF PLAN ASSETS (CONTINUED)
Mellon Bank Temporary Investment Fund 2,928,747 -- 2,928,747 2,928,747 --
(3,873,726) -- 3,873,726 3,873,726 --
Mellon Bank EB Stock Index Fund 691,612 -- 691,612 691,612 --
(8,568,367) -- 6,737,056 8,568,367 1,831,311
Mellon Bank Bond Index Fund 2,465,541 -- 2,465,541 2,465,541 --
(11,277,175) -- 11,208,624 11,277,175 68,551
Mellon Bank EB Asset Allocation Fund 10,215,198 -- 10,215,198 10,215,198 --
(1,200,959) -- 1,069,633 1,200,959 131,326
</TABLE>
Column (e) is not applicable.
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1997.
- 2 -
<PAGE> 22
EXHIBIT 1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-7070) pertaining to the Santa Fe Investment Savings & Profit Sharing
Plan of our report dated May 1, 1998, with respect to the financial statements
and schedules of the Santa Fe Investment Savings & Profit Sharing Plan included
in this Annual Report (Form 11-K) for the year ended December 31, 1997.
Ernst & Young LLP
June 25, 1998
Dallas, Texas
