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, 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: [ ]
CALIBER SYSTEM, INC.
401(k)
SAVINGS PLAN
(AMENDED AND RESTATED)
(Full title of the Plan)
FDX CORPORATION
(Name of issuer of the securities held pursuant to the Plan)
2005 Corporate Avenue, Memphis, TN 38132
(Address of principal executive offices and zip code)
Caliber System, Inc. 401(k) Savings Plan (Amended and Restated)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee
Caliber System, Inc. 401(k)
Savings Plan (Amended and Restated)
We have audited the accompanying statements of net assets available for
benefits of the Caliber System, Inc. 401(k) Savings Plan (Amended and
Restated) as of December 31, 1997, and the related statement of changes in
net assets available for benefits for the year ended December 31, 1997.
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 audit.
We conducted our audit 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 audit
provides 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
as of December 31, 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audit was made 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 as of December 31, 1997, and reportable
transactions for the year then ended, 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. The Fund Information in
the statement of net assets available for benefits and the statement 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 plan benefits of each
fund. The supplemental schedules and Fund Information have been subjected
to the auditing procedures applied in the audit 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.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
June 19, 1998
Report of Independent Auditors
To the Administrative Committee
Caliber System, Inc. 401(k)
Savings Plan (Amended and Restated)
We have audited the accompanying statement of net assets available for benefits
of the Caliber System, Inc. 401(k) Savings Plan (Amended and Restated) as of
December 31, 1996, and the related statement of changes in net assets available
for benefits for the year 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 audit.
We conducted our audit 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 audit provides 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, 1996, and the changes in its net assets available for benefits for
the year then ended, in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The Fund Information in the statement of net assets
available for benefits and the statement 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 Fund Information has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
ERNST & YOUNG LLP
Akron, Ohio
June 13, 1997
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Roadway Franklin
Company Express Mutual Mutual
Stock Stock Beacon Benefit Life
Fund Fund Fund GIC
--------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ 890,863 $ 49,736 $ - $ -
Investments, at fair value:
Caliber System, Inc. common stock 88,088,833 222,551 - -
Roadway Express, Inc. common stock - 5,594,690 - -
Registered investment companies collective
investment funds - - 9,034,362 -
Guaranteed investment contracts (restricted) - - - 4,848,233
Participant notes receivable - - - -
------------ ------------- -------------- ---------------
Total investments 88,088,833 5,817,241 9,034,362 4,848,233
Receivables:
Employers' contributions 39,261 - - -
Participants' contributions 24,926 - 13,517 -
------------ ------------- -------------- ---------------
Total receivables 64,187 - 13,517 -
------------ ------------- -------------- ---------------
Total assets 89,043,883 5,866,977 9,047,879 4,848,233
LIABILITIES
Accrued expenses and other - - 122,425
------------ ------------- -------------- ---------------
Net assets available for benefits $ 89,043,883 $ 5,866,977 $ 9,047,879 $ 4,725,808
============ ============= ============== ===============
<CAPTION>
Bond Asset Income
Index Allocation Accumulation
Fund Fund Fund
---------------- ----------------- -------------------
<S> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ - $ - $ -
Investments, at fair value:
Caliber System, Inc. common stock - - -
Roadway Express, Inc. common stock - - -
Registered investment companies collective
investment funds 4,725,134 28,552,486 24,082,637
Guaranteed investment contracts (restricted) - - -
Participant notes receivable - - -
--------------- -------------- ----------------
Total investments 4,725,134 28,552,486 24,082,637
Receivables:
Employers' contributions - - -
Participants' contributions 2,253 6,471 12,468
--------------- -------------- ----------------
Total receivables 2,253 6,471 12,468
--------------- -------------- ----------------
Total assets 4,727,387 28,558,957 24,095,105
LIABILITIES
Accrued expenses and other - - -
--------------- -------------- ----------------
Net assets available for benefits $ 4,727,387 $ 28,558,957 $ 24,095,105
=============== ============== ================
</TABLE>
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
S&P 500 AIM Templeton
Stock Constellation Foreign LifePath
Fund Fund Fund Funds
--------------- ----------------- --------------- --------------
<S> <C> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ - $ - $ - $ -
Investments, at fair value:
Caliber System, Inc. common stock - - - -
Roadway Express, Inc. common stock - - - -
Registered investment companies-
collective investment funds 38,955,496 10,868,394 3,366,697 9,232,391
Guaranteed investment contracts
(restricted) - - - -
Participant notes receivable - - - -
------------ ------------- ------------- --------------
Total investments 38,955,496 10,868,394 3,366,697 9,232,391
Receivables:
Employers' contributions - - - -
Participants' contributions 12,616 9,839 4,112 9,693
------------ ------------- ------------- --------------
Total receivables 12,616 9,839 4,112 9,693
------------ ------------- ------------- --------------
Total assets 38,968,112 10,878,233 3,370,809 9,242,084
LIABILITIES
Accrued expenses and other - - - -
------------ ------------- ------------- --------------
Net assets available for benefits $ 38,968,112 $ 10,878,233 $ 3,370,809 $ 9,242,084
============ ============= ============= ==============
<CAPTION>
Vanguard
Primecap Loan
Fund Fund Other Total
--------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ 16,758 $ - $ 646,101 $ 1,481,033
Investments, at fair value:
Caliber System, Inc. common stock - - - 88,311,384
Roadway Express, Inc. common stock - - - 5,594,690
Registered investment companies-
collective investment funds 4,124,262 - - 132,941,859
Guaranteed investment contracts
(restricted) - - - 4,848,233
Participant notes receivable - 13,774,792 - 13,774,792
------------ ------------- ------------- --------------
Total investments 4,124,262 13,774,792 - 245,470,958
Receivables:
Employers' contributions - - 3,045,809 3,085,070
Participants' contributions 8,235 6,702 - 110,832
------------ ------------- ------------- --------------
Total receivables 8,235 6,702 3,045,809 3,195,902
------------ ------------- ------------- --------------
Total assets 4,149,255 13,781,494 3,691,910 250,147,893
LIABILITIES
Accrued expenses and other - - - -
------------ ------------- ------------- --------------
Net assets available for benefits $ 4,149,255 $ 13,781,494 $ 3,691,910 $ 250,147,893
============ ============= ============= ==============
</TABLE>
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Roadway
Company Express Mutual
Stock Stock Growth Benefit Life
Fund Fund Fund GIC
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ 456,688 $ 64,927 $ 518,187 $ -
Investments, at fair value:
Caliber System, Inc. common stock 31,260,345 26,103 - -
Roadway Express, Inc. common stock 7,380,373 - -
Registered investment companies-
collective investment funds - - 5,668,255 -
Guaranteed investment contracts
(restricted) - - - 4,510,921
Participant notes receivable - - - -
------------- -------------- ------------- ----------------
Total investments 31,260,345 7,406,476 5,668,255 4,510,921
Receivables:
Employers' contributions 52,406 - - -
Participants' contributions 29,969 - 17,060 -
------------- -------------- ------------- ----------------
Total receivables 82,375 - 17,060 -
------------- -------------- ------------- ----------------
Total assets 31,799,408 7,471,403 6,203,502 4,510,921
LIABILITIES
Accrued expenses and other - - - 106,754
------------- -------------- ------------- ----------------
Net assets available for benefits $ 31,799,408 $ 7,471,403 $ 6,203,502 $ 4,404,167
============= ============== ============= ================
<CAPTION>
Bond Asset Income
Index Allocation Accumulation
Fund Fund Fund
------------- ---------------- -----------------
<S> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ - $ - $ -
Investments, at fair value:
Caliber System, Inc. common stock - - -
Roadway Express, Inc. common stock - -
Registered investment companies-
collective investment funds 65,944,175 26,925,397 31,180,843
Guaranteed investment contracts
(restricted) - - -
Participant notes receivable - - -
------------- -------------- -------------
Total investments 65,944,175 26,925,397 31,180,843
Receivables:
Employers' contributions - 983 3,519
Participants' contributions 2,960 11,869 27,431
------------- -------------- -------------
Total receivables 2,960 12,852 30,950
------------- -------------- -------------
Total assets 65,947,135 26,938,249 31,211,793
LIABILITIES
Accrued expenses and other - - -
------------- -------------- -------------
Net assets available for benefits $ 65,947,135 $ 26,938,249 $ 31,211,793
============= ============== =============
</TABLE>
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION (CONTINUED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
S&P 500 AIM Templeton
Stock Constellation Foreign LifePath
Fund Fund Fund Funds
-------------- ----------------- --------------- ----------------
<S> <C> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ - $ - $ - $ -
Investments, at fair value:
Caliber System, Inc. common stock - - - -
Roadway Express, Inc. common stock - - - -
Registered investment companies-
collective investment funds 49,184,824 9,629,196 2,841,258 8,367,862
Guaranteed investment contracts (restricted) - - - -
Participant notes receivable - - - -
-------------- ------------- ------------- -------------
Total investments 49,184,824 9,629,196 2,841,258 8,367,862
Receivables:
Employer' contributions 3,069 3,151 1,034 3,007
Participants' contributions 22,161 21,511 7,130 20,201
-------------- ------------- ------------- -------------
Total receivables 25,230 24,662 8,164 23,208
-------------- ------------- ------------- -------------
Total assets 49,210,054 9,653,858 2,849,422 8,391,070
LIABILITIES
Accrued expenses and other - - - -
-------------- ------------- ------------- -------------
Net assets available for benefits $ 49,210,054 $ 9,653,858 $ 2,849,422 $ 8,391,070
============== ============= ============= =============
<CAPTION>
Vanguard
Primecap Loan
Fund Fund Other Total
--------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
ASSETS
Cash and temporary cash investments $ 46,276 $ - $ 62,241 $ 1,148,319
Investments, at fair value:
Caliber System, Inc. common stock - - - 31,286,448
Roadway Express, Inc. common stock - - - 7,380,373
Registered investment companies-
collective investment funds 16,548,976 - - 216,290,786
Guaranteed investment contracts (restricted) - - - 4,510,921
Participant notes receivable - 18,651,019 - 18,651,019
-------------- ------------- ------------- -------------
Total investments 16,548,976 18,651,019 0 278,119,547
Receivables:
Employers' contributions - - 5,091,000 5,158,169
Participants' contributions 4,067 - - 164,359
-------------- ------------- ------------- -------------
Total receivables 4,067 - 5,091,000 5,322,528
-------------- ------------- ------------- -------------
Total assets 16,599,319 18,651,019 5,153,241 284,590,394
LIABILITIES
Accrued expenses and other - - - 106,754
-------------- ------------- ------------- -------------
Net assets available for benefits $ 16,599,319 $ 18,651,019 $ 5,153,241 $ 284,483,640
============== ============= ============= =============
</TABLE>
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Roadway Franklin
Company Express Mutual
Stock Stock Growth Beacon
Fund Fund Fund Fund
----------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $ 53,260,235 $ 1,245,227 $ 318,916 $ 254,386
Interest - - - 1,031,622
Dividends 989,142 62,861 - -
----------------- --------------- --------------- ---------------
54,249,377 1,308,088 318,916 1,286,008
Contributions:
Participants 6,221,164 - 919,790 1,615,964
Employers 5,540,018 - 67 15,486
----------------- --------------- --------------- ---------------
11,761,182 - 919,857 1,631,450
----------------- --------------- --------------- ---------------
Total additions 66,010,559 1,308,088 1,238,773 2,917,458
Deductions from net assets attributed
to:
Benefits paid to participants 9,760,857 1,410,207 184,660 940,590
Expenses 28,016 1,806 669 2,510
----------------- --------------- --------------- ---------------
Total deductions 9,788,873 1,412,013 185,269 943,100
----------------- --------------- --------------- ---------------
Net increase (decrease) prior to
interfund transfers 56,221,686 (103,925) 1,053,504 1,974,358
Transfer of assets to plan of former (2,142,475) - - (234,184)
subsidiary
Interfund transfers, net 3,165,264 (1,500,501) (7,257,006) 7,307,705
----------------- --------------- --------------- ---------------
Net increase (decrease) in net assets 57,244,475 (1,604,426) (6,203,502) 9,047,879
Net assets available for benefits:
Beginning of year 31,799,408 7,471,403 6,203,502 -
----------------- --------------- --------------- ---------------
End of year $ 89,043,883 $ 5,866,977 $ - $ 9,047,879
================= =============== =============== ===============
<CAPTION>
Mutual Bond Asset
Benefit Life Index Allocation
GIC Fund Fund
-------------- -------------- --------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $ 409,867 $ 131,682 $ 1,932,645
Interest - 2,624,586 3,641,123
Dividends - - -
-------------- -------------- --------------
409,867 2,756,268 5,573,768
Contributions:
Participants - 1,542,996 2,470,143
Employers - 620,772 661,754
-------------- -------------- --------------
- 2,163,768 3,131,897
-------------- -------------- --------------
Total additions 409,867 4,920,036 8,705,665
Deductions from net assets attributed
to:
Benefits paid to participants - 6,030,346 3,291,717
Expenses - 9,328 15,178
-------------- -------------- --------------
Total deductions - 6,039,674 3,306,895
-------------- -------------- --------------
Net increase (decrease) prior to
interfund transfers 409,867 (1,119,638) 5,398,770
Transfer of assets to plan of former - (49,864,515) (458,678)
subsidiary
Interfund transfers, net (88,226) (10,235,595) (3,319,384)
-------------- -------------- --------------
Net increase (decrease) in net assets 321,641 (61,219,748) 1,620,708
Net assets available for benefits:
Beginning of year 4,404,167 65,947,135 26,938,249
-------------- -------------- --------------
End of year $ 4,725,808 $ 4,727,387 $ 28,558,957
============== ============== ==============
</TABLE>
CALIBER SYSTEM, INC. 401(k
SAVINGS PLAN (AMENDED AND RESTATED)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, WITH FUND INFORMATION (CONTINUED)
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Income S&P 500 AIM Templeton
Accumulation Stock Constellation Foreign LifePath
Fund Fund Fund Fund Funds
--------------- -------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $ - $ 13,338,867 $ 547,073 $ (134,741) $ 1,229,785
Interest 1,707,176 1,586,591 777,032 364,363 530,146
Dividends - - - - -
--------------- -------------- ---------------- --------------- -------------
1,707,176 14,925,458 1,324,105 229,622 1,759,931
Contributions:
Participants 3,773,786 4,263,532 2,524,599 987,321 2,004,682
Employers 1,146,452 1,229,609 503,269 173,930 494,165
--------------- -------------- ---------------- --------------- -------------
4,920,238 5,493,141 3,027,868 1,161,251 2,498,847
--------------- -------------- ---------------- --------------- -------------
Total additions 6,627,414 20,418,599 4,351,973 1,390,873 4,258,778
Deductions from net assets attributed
to:
Benefits paid to participants 7,461,434 6,815,278 1,419,289 485,431 1,734,980
Expenses 19,902 20,855 6,385 1,737 5,681
--------------- -------------- ---------------- --------------- -------------
Total deductions 7,481,336 6,836,133 1,425,674 487,168 1,740,661
--------------- -------------- ---------------- --------------- -------------
Net increase (decrease) prior to
interfund transfers (853,922) 13,582,466 2,926,299 903,705 2,518,117
Transfer of assets to plan of former
subsidiary (6,758,726) (24,225,747) (957,756) (464,902) (2,320,314)
Interfund transfers, net 495,960 401,339 (744,168) 82,584 653,211
--------------- -------------- ---------------- --------------- -------------
Net increase (decrease) in net assets (7,116,688) (10,241,942) 1,224,375 521,387 851,014
Net assets available for benefits:
Beginning of year 31,211,793 49,210,054 9,653,858 2,849,422 8,391,070
--------------- -------------- ---------------- --------------- -------------
End of year $ 24,095,105 $ 38,968,112 $ 10,878,233 $ 3,370,809 $ 9,242,084
=============== ============== ================ =============== =============
<CAPTION>
Vanguard
Primecap Loan
Fund Fund Other Total
---------------- -------------- -------------- ---------------
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments
Interest $ 6,444,992 $ - $ - $ 78,978,934
Dividends - 1,697,749 26,175 13,986,563
- - - 1,052,003
---------------- -------------- -------------- --------------a-
Contributions: 6,444,992 1,697,749 26,175 94,017,500
Participants
Employers 1,440,704 6,702 207,071 27,978,454
247,219 - (2,045,191) 8,587,550
---------------- -------------- -------------- ---------------
1,687,923 6,702 (1,838,120) 36,566,004
Total additions ---------------- -------------- -------------- ---------------
8,132,915 1,704,451 (1,811,945) 130,583,504
Deductions from net assets attributed
to:
Benefits paid to participants
Expenses 1,879,354 13,732,850 967,046 56,113,979
2,930 - 15,275 130,272
Total deductions ---------------- -------------- -------------- ---------------
1,882,284 13,732,850 982,321 56,244,251
---------------- -------------- -------------- ---------------
Net increase (decrease) prior to
interfund transfers
6,250,631 (12,028,399) (2,794,266) 74,339,253
Transfer of assets to plan of former
subsidiary (21,249,314) 2,166 (555) (108,675,000)
Interfund transfers, net 2,548,619 7,156,708 1,333,490 -
Net increase (decrease) in net assets ---------------- -------------- -------------- ---------------
(12,450,064) (4,869,525) (1,461,331) (34,335,747)
Net assets available for benefits:
Beginning of year 16,599,319 18,651,019 5,153,241 284,483,640
---------------- -------------- -------------- ---------------
End of year $ 4,149,255 $13,781,494 $ 3,691,910 $ 250,147,893
================ ============== ============== ===============
</TABLE>
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Roadway
Company Express Fixed Money
Stock Stock Income Market Balanced
Fund Fund Fund Fund Fund
---------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $ (21,504,380) $ (871,092) $ (469,063) $ - $ 13,663
Interest 7,759 - 262,303 131,844 3,816
Dividends 671,725 39,396 - - 78,794
---------------- -------------- -------------- -------------- --------------
(20,824,896) (831,696) (206,760) 131,844 96,273
Contributions:
Participants 5,984,820 - 242,848 163,305 353,681
Employers 4,973,366 - - - -
---------------- -------------- -------------- -------------- --------------
10,958,186 - 242,848 163,305 353,681
---------------- -------------- -------------- -------------- --------------
Total additions (9,866,710) (831,696) 36,088 295,149 449,954
Deductions from net assets attributed
to:
Benefits paid to participants 8,456,072 1,586,991 641,412 545,456 374,678
Expenses 714 58 - - -
---------------- -------------- -------------- -------------- --------------
Total deductions 8,456,786 1,587,049 641,412 545,456 374,678
---------------- -------------- -------------- -------------- --------------
Net increase (decrease) prior to
interfund transfers (18,323,496) (2,418,745) (605,324) (250,307) 75,276
Transfer of assets from merged plans
and former trustee 4,819,002 1,078,070 (3,312,622) (2,228,049) (3,138,865)
Transfer of assets to plan of former
subsidiary (68,493,203) (11,813,479) (7,360,025) (4,325,809) (4,289,644)
Interfund transfers, net (20,675,944) 20,625,557 (884,068) (550,034) 162,653
---------------- -------------- -------------- -------------- --------------
Net increase (decrease) in net assets (102,673,641) 7,471,403 (12,162,039) (7,354,199) (7,190,580)
Net assets available for benefits:
Beginning of year 134,473,049 - 12,162,039 7,354,199 7,190,580
---------------- -------------- -------------- -------------- --------------
End of year $ 31,799,408 $ 7,471,403 $ - $ - $ -
================ ============== ============== ============== ==============
<CAPTION>
Mutual Bond Asset
Growth Benefit Life Index Allocation
Fund GIC Fund Fund
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $ 890,959 $ 58,664 $ 503,576 $ (702,864)
Interest 710 - 1,220,505 1,827,692
Dividends 161,398 - - -
--------------- --------------- ---------------- ---------------
1,053,067 58,664 1,724,081 1,124,828
Contributions:
Participants 2,167,151 - 818,596 1,064,766
Employers 49 - 10 7,735
--------------- --------------- ---------------- ---------------
2,167,200 818,606 1,072,501
--------------- --------------- ---------------- ---------------
Total additions 3,220,267 58,664 2,542,687 2,197,329
Deductions from net assets attributed
to:
Benefits paid to participants 683,235 - 1,152,901 588,835
Expenses 210 - 2,235 324
--------------- --------------- ---------------- ---------------
Total deductions 683,445 - 1,155,136 589,159
--------------- --------------- ---------------- ---------------
Net increase (decrease) prior to
interfund transfers 2,536,822 58,664 1,387,551 1,608,170
Transfer of assets from merged plans
and former trustee - 4,384,474 75,434,104 26,105,081
Transfer of assets to plan of former
subsidiary (2,980,114) - - -
Interfund transfers, net 1,511,730 (38,971) (10,874,520) (775,002)
--------------- --------------- ---------------- ---------------
End of year 1,068,438 4,404,167 65,947,135 26,938,249
Net assets available for benefits:
Beginning of year 5,135,064 - - -
--------------- --------------- ---------------- ---------------
End of year $ 6,203,502 $ 4,404,167 $ 65,947,135 $ 26,938,429
=============== =============== ================ ===============
</TABLE>
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, WITH FUND INFORMATION (CONTINUED)
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Income S&P 500 AIM Templeton
Accumulation Stock Constellation Foreign LifePath
Fund Fund Fund Fund Funds
---------------- -------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $ - $ 2,053,594 $ (387,255) $ 51,376 $ 177,126
Interest 490,478 901,897 309,869 103,420 60,180
Dividends - - - - -
---------------- -------------- --------------- -------------- --------------
490,478 2,955,491 (77,386) 154,796 237,306
Contributions:
Participants 1,375,844 1,225,017 675,655 228,528 547,571
Employers 30,151 22,880 23,900 8,578 22,120
---------------- -------------- --------------- -------------- --------------
1,405,995 1,247,897 699,555 237,106 569,691
---------------- -------------- --------------- -------------- --------------
Total additions 1,896,473 4,203,388 622,169 391,902 806,997
Deductions from net assets attributed
to:
Benefits paid to participants 923,021 337,426 127,751 7,106 192,653
Expenses 423 710 183 41 173
---------------- -------------- --------------- -------------- --------------
Total deductions 923,444 338,136 127,934 7,147 192,826
---------------- -------------- --------------- -------------- --------------
Net increase (decrease) prior to
interfund transfers 973,029 3,865,252 494,235 384,755 614,171
Transfer of assets from merged plans
and former trustee 31,509,083 44,817,245 7,943,255 2,286,290 5,825,680
Transfer of assets to plan of former
subsidiary - - - - -
Interfund transfers, net (1,270,319) 527,557 1,216,368 178,377 1,951,219
---------------- -------------- --------------- -------------- --------------
Net increase (decrease) in net assets 31,211,793 49,210,054 9,653,858 2,849,422 8,391,070
Net assets available for benefits:
Beginning of year - - - - -
---------------- -------------- --------------- -------------- --------------
End of year $ 31,211,793 $ 49,210,054 $ 9,653,858 $ 2,849,422 $ 8,391,070
================ ============== =============== ============== ==============
<CAPTION>
Vanguard
Primecap Loan
Fund Fund Other Total
--------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments $ 1,110,483 $ - $ - $ (19,075,213)
Interest - 265,863 34,245 5,620,581
Dividends - - - 951,313
--------------- ------------ ------------- --------------
1,110,483 265,863 34,245 (12,503,319)
Contributions:
Participants 322,314 - 459 15,170,555
Employers 130 - 1,447,506 6,536,425
--------------- ------------ ------------- --------------
322,444 - 1,447,965 21,706,980
--------------- ------------ ------------- --------------
Total additions 1,432,927 265,863 1,482,210 9,203,661
Deductions from net assets attributed
to:
Benefits paid to participants 72,463 94,765 8,074 15,792,839
Expenses 457 - 17,356 22,884
--------------- ------------ ------------- --------------
Total deductions 72,920 94,765 25,430 15,815,723
--------------- ------------ ------------- --------------
Net increase (decrease) prior to
interfund transfers 1,360,007 171,098 1,456,780 (6,612,062)
Transfer of assets from merged plans
and former trustee 15,443,387 9,433,416 3,643,494 224,043,045
Transfer of assets to plan of former
subsidiary - - - (99,262,274)
Interfund transfers, net (204,075) 9,046,505 52,967 -
--------------- ------------ ------------- --------------
Net increase (decrease) in net assets 16,599,319 18,651,019 5,153,241 118,168,709
Net assets available for benefits:
Beginning of year - - - 166,314,931
--------------- ------------ ------------- --------------
End of year $ 16,599,319 $18,651,019 $ 5,153,241 $ 284,483,640
=============== ============ ============= ==============
</TABLE>
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. DESCRIPTION OF THE PLAN:
The following description of the Caliber System, Inc. 401(k) Savings Plan
(Amended and Restated) (the "Plan"), provides only general information. The Plan
consists of five subplans (the Subplans) each of which contains different
provisions, principally related to contributions. Participants should refer to
the Plan document for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering eligible employees of Caliber
System,Inc. (the Company) and participating domestic subsidiaries (the
"Employers") not covered by a collective bargaining agreement. The Plan was
established to encourage eligible employees to save on a regular basis through
payroll deductions. Participation is available to eligible employees who have
completed twelve months of employment and have attained the age of 21 years. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Plan Mergers
Effective October 1, 1996, the Viking Financial Security Plan and Trust and the
Central Freight Lines, Inc. Employee Profit Sharing Plan and Trust, defined
contribution plans of a subsidiary of the Company, were merged into the Plan.
Assets with a fair value totaling $224 million were transferred into the Plan in
connection with these mergers.
Spin-off of Former Subsidiary
On April 4, 1996, assets with a fair value of approximately $99 million,
representing account balances at December 31, 1995 for participants who were
employees of Roadway Express, Inc. ("REX"), were transferred from the Plan to
the Roadway Express, Inc. 401(k) Stock Savings Plan. This transfer was pursuant
to the spin-off of Roadway Express, Inc. from Caliber System, Inc. effective
January 2, 1996. All benefits to participants who were employees of Roadway
Express, Inc. on or after January 1, 1996 were paid from the Roadway Express
401(k) Stock Savings Plan.
Sale of Former Division
On September 6, 1997, assets with a fair value of approximately $109 million,
representing account balances for participants who were employees at June 28,
1997, of a division of a subsidiary of the Company were transferred from the
Plan to a plan sponsored by the new owners of the division.
Contributions
The Plan is funded by combined contributions from the Plan's participants and
their employers to a trust fund maintained by the Plan's trustee, Barclays
Global Investors, N.A. (the Trustee). Prior to July 1, 1996, all of the
Plan assets were held by National City Bank, the Plan's former trustee.
The Subplans provide for participants to make before and after tax
contributions in amounts ranging up to 15% of their annual compensation
subject to Internal Revenue Service limitations.
Employer matching contributions vary by Subplan with matching percentages
ranging from 25% to 50% of the participants' contributions and annual limits
ranging from 1.25% to 3.5% of a participant's annual compensation. Certain
Subplans require the employers match to be contributed only to the Company
Stock Fund. Other Subplans allow participants to direct matching
contributions to any of the investment options, with the exception of the
Roadway Express Stock Fund.
Certain Subplans also provide for additional contributions at the discretion of
the participant's employer.
Vesting
Participants are immediately vested in their contributions and generally in the
employers' contributions, plus actual earnings thereon. Vesting for employer
contributions of certain Subplans ranges from five to seven years.
Participant Accounts
Each participant's account is credited with the participant's contribution,
their employer's contribution, an allocation of Plan earnings and forfeitures of
terminated participants nonvested accounts for those Subplans with a vesting
schedule. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's account.
Investment Options
The assets of the Plan are invested primarily in the following investment funds
(unless otherwise indicated, the fair value of the shares/units owned by the
Plan are based upon quoted redemption values on the last business day of the
plan year):
Company Stock Fund The assets of this fund are invested primarily in common
stock of the Company. The fund keeps approximately 1% of its assets in
short-term investments to allow participants to transfer money out of the
fund at any time.
Roadway Express Stock Fund In connection with the spin-off of REX,
1,360,861 common shares of REX were distributed to the Plan during January
1996. The fund keeps approximately 1% of its assets in short-term
investments to allow participants to transfer money out of the fund at any
time. This fund is not available for additional participant contributions;
participants may only transfer their investments out of this fund. All
dividend income earned by the fund is used to purchase Company common stock
which is held in the fund.
Franklin Mutual Beacon Fund The assets of this fund are invested in common
stock, preferred stock and corporate debt securities which are available at
prices less than their intrinsic value. The fund will tend to invest in
securities of issuers with market capitalization in excess of $1 billion.
Mutual Benefit Life GIC The assets of this fund are invested in a
guaranteed investment contract with Mutual Benefit Life. The reported value
of the units owned by the Plan is based upon the issue price of the
investment contract adjusted for interest earned and any actual proceeds
received by the Plan with respect to the guaranteed investment contract.
Since July 16, 1991, assets invested in the Mutual Benefit Life GIC have
been restricted (see Note 6).
Bond Index Fund The assets of this fund are invested in the Masterworks
Bond Index Fund which invests in U.S. Government and Corporate bonds with
medium-term maturities.
Asset Allocation Fund The assets of this fund are invested in the
Masterworks Asset Allocation Fund, in which investments are allocated among
common stock, U.S. Treasury bonds and money market instruments.
Income Accumulation Fund The assets of this fund are invested in the
Barclays Global Investors (BGI) Income Accumulation Fund which invests in
investment contracts, U.S. government securities and short-term money
market instruments.
S&P 500 Stock Fund The assets of this fund are invested in the Masterworks
S&P 500 Stock Fund which invests daily in the same stocks and substantially
the same percentages as the S&P 500 Index.
AIM Constellation Fund The assets of this fund are invested in the AIM
Constellation Fund which seeks capital appreciation by investing in the
common stock of principally medium sized and smaller emerging growth
companies.
Templeton Foreign Fund The assets of this fund are invested in the
Templeton Foreign Fund which seeks long-term capital growth by investing in
stock and debt obligations of companies and governments outside the United
States.
LifePath Funds The assets of this fund are invested in the LifePath Funds
offered by Masterworks which invest their assets in a separate series of
MasterInvestment Portfolio, an open-end management investment company
including: LifePath 2000, LifePath 2010, LifePath 2020, LifePath 2030 and
LifePath 2040. Each LifePath fund invests in a combination of domestic and
foreign equity, fixed income and other securities to provide a risk-managed
rate of return to maximize assets based on planned retirement in the decade
indicated in the fund name.
Vanguard Primecap Fund The assets of this fund are invested primarily in
the Vanguard/Primecap Fund which seeks long-term growth by investing in the
common stock of principally large and medium-sized U.S. companies. The fund
also maintains a small investment in money market securities in order to
provide liquidity for participant trades.
Participant Notes Receivable
Effective in 1996, participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum of $50,000 reduced by the highest
outstanding balance of any other loan or 50% of their account balance.
Loan terms range from 1 to 5 years up to a maximum of 10 years for the
purchase of a primary residence. The loans are secured by the balance in
the participant's account and bear interest at a rate 1% above the prime
rate as determined by the Trustee at the time a loan is processed.
2. SUMMARY OF ACCOUNTING POLICIES:
Investment Valuation and Administrative Fees
The Plan's investments are stated at fair value with the exception of the Loan
Fund and the Mutual Benefit Life GIC which are valued at cost which does not
differ materially from fair value.
Substantially all administrative fees are paid by the Company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Administrative Committee to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
3. INVESTMENTS:
The net asset value per share/unit at December 31 for the primary investments of
the respective investment funds was as follows:
1997 1996
------------------------
Caliber System, Inc. common stock $ 48.69 $ 19.25
Roadway Express, Inc. common stock 22.375 19.375
Mutual Beacon Fund Series - 38.95
Franklin Mutual Beacon Fund 14.12 -
Mutual Benefit Life guaranteed investment contract 1.00 1.00
Masterworks Bond Index Fund 9.74 9.49
Masterworks Asset Allocation Fund 12.74 11.92
BGI Income Accumulation Fund 13.95 13.14
Masterworks S&P 500 Stock Fund 20.39 15.91
AIM Constellation Fund 26.38 25.26
Templeton Foreign Fund 9.95 10.36
Masterworks LifePath Funds:
LifePath 2000 Fund 11.27 10.85
LifePath 2010 Fund 13.30 12.14
LifePath 2020 Fund 14.82 12.95
LifePath 2030 Fund 16.23 13.62
LifePath 2040 Fund 17.31 14.48
Vanguard Primecap Fund 39.57 30.08
4. PLAN TERMINATION:
Although they have not expressed any intent to do so, the Employers have
the right under the Plan to discontinue their contributions at any time and
the Company has the right to terminate the Plan subject to the provisions
of ERISA. In the event of Plan termination, participants will become fully
vested in their accounts. The Plan shall pay all expenses chargeable
against the Plan and shall then distribute all assets to the participants
in proportion to the amounts credited to their accounts at the date of such
termination.
5. INCOME TAX STATUS:
The Internal Revenue Service ruled on April 15, 1996, that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC); therefore, the related
trust is not subject to tax under present income tax law. The Plan is required
to operate in conformity with the IRC to maintain its qualification. The
Administrative Committee is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's qualified
status.
6. MUTUAL BENEFIT LIFE GUARANTEED INVESTMENT CONTRACT:
During 1991, the State of New Jersey insurance regulators took control of
Mutual Benefit Life and froze all existing assets of the company. As a
result of these events, the future recoverability of the Plan's assets held
by Mutual Benefit Life is uncertain. Only employees of the Company's
subsidiary, Viking Freight, Inc., hold assets in this fund. Due to the
restricted status of the Mutual Benefit Life Guaranteed Investment
Contract, Viking Freight, Inc. has committed to protect the Plan
participants from any loss of principal (participant contributions and the
Employers match) as well as any credited interest upon maturity of the
contract. Refer to Note 7 for further discussion.
7. SUBSEQUENT EVENTS:
During 1997, Barclays Global Investors, N.A. was purchased by Merrill Lynch.
Effective January 1, 1998, the Plan changed the trustee to Merrill Lynch Trust
Company, FSB.
Subsequent to December 31, 1997, Mutual Benefit Life indicated they had
liquidated certain real estate holdings and converted these assets to investment
grade bonds maturing through December 31, 1999. As a result, Mutual Benefit Life
established a crediting interest rate of 9.75% during 1998 for the Plans assets
held in the Mutual Benefit Life GIC. The crediting interest rate for 1999 will
be determined quarterly or monthly based on investment performance of the assets
held in the account and requirements to pay out contracts at the end of 1999.
Effective January 1, 1998, Mutual Benefit Life has removed the penalty for early
withdrawals from the account permitting such withdrawals on a quarterly basis
beginning February 1, 1998.
On January 27, 1998, Federal Express Corporation and Caliber System, Inc. became
wholly-owned subsidiaries of a newly formed holding company, FDX Corporation.
Caliber System, Inc. shareholders received 0.8 shares of FDX Corporation common
stock for each share of Caliber System, Inc. stock. The Plan was amended on May
20, 1998, to change the oversight of the Plan to the Retirement Plan Investment
Board appointed by FDX Corporation.
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Cost Value
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Caliber System, Inc.* 1,813,841 shares of common stock $ 62,415,138 $ 88,311,384
Roadway Express, Inc. 250,042 shares of common stock 4,957,599 5,594,690
Franklin Mutual Beacon Fund 639,827 units of collective investment
fund 8,937,580 9,034,362
Mutual Benefit Life Insurance Company** 4,848,233 units of restricted guaranteed
investment contracts
4,848,233 4,848,233
Masterworks* 485,127 units of collective investment
Bond Index Fund fund 4,580,364 4,725,134
Masterworks* 2,241,168 units of collective investment
Asset Allocation Fund fund 27,688,035 28,552,486
Barclays Global Investors* Income 1,725,884 units of collective investment
Accumulation Fund fund 24,082,637 24,082,637
Masterworks* 1,910,520 units of collective equity
S&P 500 Stock Fund investment fund 30,810,890 38,955,496
AIM Constellation Fund 411,994 units of collective investment
fund 11,041,907 10,868,394
Templeton Foreign Fund 338,362 units of collective investment
fund 3,580,005 3,366,697
Masterworks* LifePath Funds: Collective investment funds:
LifePath 2000 Fund 54,548 units 606,610 614,758
LifePath 2010 Fund 143,116 units 1,762,977 1,903,443
LifePath 2020 Fund 177,559 units 2,345,825 2,631,422
LifePath 2030 Fund 99,499 units 1,419,914 1,614,876
LifePath 2040 Fund 142,570 units 2,268,155 2,467,892
-------------- -------------
8,403,481 9,232,391
Vanguard Primecap Fund 104,227 units of collective investment
fund 3,305,945 4,124,262
Loan Fund Maturing at various dates through 2006
at interest rates ranging from 8.70%
to 13.00% 13,774,792 13,774,792
------------- -------------
$ 208,426,606 $ 245,470,958
============= =============
</TABLE>
* Indicates party-in-interest to the Plan.
** As described in the Notes to Financial Statements, the assets of Mutual
Benefit Life were frozen by state insurance regulators.
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Net
Gain
Purchase Selling Cost of Current or
Identity of Party Involved Description of Asset Price Price Asset Value (Loss)
- --------------------------------------------------------------------------------------------------------------------------------
Category (i)-Individual Transaction in Excess of 5% of the Current Value of Plan Assets
<S> <C> <C> <C> <C> <C> <C>
** Masterworks*
Bond Index Fund $ - $49,691,358 $ 49,434,878 $ 49,691,358 $ 256,480
** Masterworks*
S&P 500 Stock - 24,197,979 19,044,853 24,197,979 5,153,126
** Vanguard Primecap Fund - 21,222,642 14,973,957 21,222,642 6,248,685
</TABLE>
* Indicates party-in-interest to the Plan.
** Transactions made on the market.
CALIBER SYSTEM, INC. 401(k)
SAVINGS PLAN (AMENDED AND RESTATED)
SCHEDULE OF REPORTABLE TRANSACTIONS (CONTINUED)
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Net
Gain
Purchase Selling Cost of Current or
Identity of Party Involved Description of Asset Price Price Asset Value (Loss)
- -----------------------------------------------------------------------------------------------------------------------------
Category (iii)-Series of Transactions in Excess of 5% of the Current Value of Plan Assets
<S> <C> <C> <C> <C> <C> <C>
** Caliber System, Inc. * $ 24,277,272 $ - $ 24,277,272 $ 24,277,272 $ -
Common stock - 21,263,988 13,853,592 21,263,988 7,410,396
** Income Accumulation 15,255,568 - 15,255,568 15,255,568 -
Fund - 24,049,522 24,049,522 24,049,522 -
** Masterworks* 12,435,714 - 12,435,714 12,435,714 -
S&P 500 Stock Fund - 37,134,564 29,081,060 37,134,564 8,053,504
** Vanguard Primecap 3,491,681 - 3,491,681 3,491,681 -
Fund - 24,207,406 17,467,373 24,207,406 6,740,033
** Masterworks* 3,424,540 - 3,424,540 3,424,540 -
Bond Index Fund 64,762,247 64,496,713 64,762,247 265,534
</TABLE>
* Indicates party-in-interest to the Plan.
** Transactions made on the market.
There were no category (ii) or (iv) reportable transactions during 1997.
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.
Caliber System, Inc.
401(k) Savings Plan
Date 6/24/98 /s/ Donald C. Brown
- ------------ -----------------------------------
Donald C. Brown
Vice President, Human Resources
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-28163) pertaining to the Caliber System, Inc. 401(k) Savings Plan
(Amended and Restated) of our report dated June 13, 1997, with respect to the
financial statements of the Caliber System, Inc. 401(k) Savings Plan (Amended
and Restated) included in this Annual Report (Form 11-K) for the year ended
December 31, 1997.
ERNST & YOUNG LLP
Akron, Ohio
June 25, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated June 19, 1998 included in this Form 11-K, into Caliber System,
Inc.'s previously filed Registration Statement on Form S-8 (Registration No.
333-28163).
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
June 25, 1998
