SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------
(Mark One):
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
Commission file number 001-13735
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MIDWEST BANC HOLDINGS, INC.
EMPLOYEES' RETIREMENT PLAN
(Full title of the plan)
------------------
Midwest Banc Holdings, Inc.
501 West North Avenue
Melrose Park, Illinois 60160
(Name of the issuer of the securities held pursuant to the plan and the address
of its principal executive office)
<PAGE>
REQUIRED INFORMATION
No. 1-3 Not applicable
No. 4 The Midwest Banc Holdings, Inc., Employees' Retirement
Plan (the "Plan"), which is subject to ERISA, files Plan
financial statements and schedules prepared in accordance with
the financial requirements of ERISA.
Financial Statements. Audited Statements of net assets
available for Plan benefits as of December 31, 1997
and 1996, and the related statement of changes in net
assets available for Plan benefits for the year ended
December 31, 1997.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the trustee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized:
Dated as of July 7, 1998
MIDWEST BANC HOLDINGS, INC. EMPLOYEES'
RETIREMENT PLAN
MIDWEST TRUST SERVICES, INC.
By: /s/ Brad A. Luecke
--------------------------------
Brad A. Luecke, Trust Officer
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
Melrose Park, Illinois
FINANCIAL STATEMENTS
December 31, 1997 and 1996
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
Melrose Park, Illinois
FINANCIAL STATEMENTS
December 31, 1997 and 1996
INDEX
Page
----
REPORT OF INDEPENDENT AUDITORS ............................................. 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS .......................... 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION ............................................................ 3
NOTES TO FINANCIAL STATEMENTS ............................................ 4
SUPPLEMENTAL SCHEDULES
ITEM 27a OF FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES .. 10
ITEM 27d OF FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS .............. 11
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
First Midwest Corporation of Delaware
Employees' Retirement Plan
Melrose Park, Illinois
We have audited the accompanying statements of net assets available for
benefits of First Midwest Corporation of Delaware Employees' Retirement Plan as
of December 31, 1997 and 1996, and the related statement of changes in net
assets available for benefits with fund information 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 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 as of December 31, 1997 and 1996, and the changes in net assets available
for benefits with fund information for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.
Our audit was 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 are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The supplemental schedules 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.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
May 21, 1998
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1997 and 1996
1997 1996
---- ----
ASSETS
Investments, at fair value
Alliance Capital Reserves ....................... $ 904,211 $ 695,729
AIM Balanced Fund ............................... 1,722,667 1,348,627
AIM Constellation Growth Fund ................... 711,544 732,838
Fidelity Advisor Growth Opportunity Fund ........ 1,787,324 1,325,466
GAM International Fund .......................... 786,670 541,704
Evergreen Intermediate Term Bond Fund ........... 591,635 586,958
Putnam Investors Fund ........................... 163,003 --
Midwest Banc Holdings, Inc. common stock ........ 1,323,023 774,481
Loans ........................................... 80,846 49,962
---------- ----------
Total investments ............................. 8,070,923 6,055,765
Receivables
Employer's contribution ......................... 12,180 --
Participants' contributions ..................... 17,540 --
Accrued interest ................................ 379 284
---------- ----------
Total receivables ............................. 30,099 284
---------- ----------
Total assets .................................. 8,101,022 6,056,049
LIABILITIES
Accrued expenses .................................. 9,750 7,868
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS ................ $8,091,272 $6,048,181
========== ==========
See accompanying notes to financial statements.
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
Year ended December 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------
FIDELITY
AIM ADVISOR
ALLIANCE AIM CONSTELLATION GROWTH GAM
CAPITAL BALANCED GROWTH OPPORTUNITY INTERNATIONAL
RESERVES FUND FUND FUND FUND
-------- -------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments .. $ 4,340 $ 261,547 $ 40,850 $ 285,400 $132,122
Interest ....................................... 34,037 -- -- -- --
Dividends ...................................... -- 35,356 -- 18,444 23,131
Other income ................................... -- 49,323 50,957 93,789 11,978
-------- ---------- -------- ---------- --------
38,377 346,226 91,807 397,633 167,231
Contributions
Employer ....................................... 22,980 73,717 47,725 73,790 41,466
Participants ................................... 37,228 128,440 91,589 135,018 69,125
-------- ---------- -------- ---------- --------
60,208 202,157 139,314 208,808 110,591
-------- ---------- -------- ---------- --------
Total additions .............................. 98,585 548,383 231,121 606,441 277,822
DEDUCTIONS
Deductions from net assets attributed to Benefits paid 79,250 88,351 44,758 50,013 44,288
to participants
Administrative expenses ........................ 3,035 5,826 2,740 5,905 2,520
-------- ---------- -------- ---------- --------
Total deductions ............................. 82,285 94,177 47,498 55,918 46,808
-------- ---------- -------- ---------- --------
NET INCREASE PRIOR TO FUND ............................. 16,300 454,206 183,623 550,523 231,014
TRANSFERS
Interfund transfers .................................... 192,182 (80,166) (204,917) (88,665) 13,952
-------- ---------- -------- ---------- --------
NET INCREASE (DECREASE) ................................ 208,482 374,040 (21,294) 461,858 244,966
Net assets available for benefits
Beginning of year .................................... 695,729 1,348,627 732,838 1,325,466 541,704
-------- ---------- -------- ---------- --------
End of year .......................................... $904,211 $1,722,667 $711,544 $1,787,324 $786,670
======== ========== ======== ========== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------
EVERGREEN
INTERMEDIATE PUTNAM MIDWEST BANC
TERM INVESTORS HOLDINGS, INC.
BOND FUND FUND COMMON STOCK LOANS OTHER TOTAL
--------- ---- ------------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments .. $ 13,883 $ 3,161 $ 457,595 $ -- $ -- $1,198,898
Interest ....................................... -- -- -- 4,792 379 39,208
Dividends ...................................... 34,332 223 4,155 -- -- 115,641
Other income ................................... -- 14,190 -- -- -- 220,237
-------- -------- ---------- ------- ------- ----------
48,215 17,574 461,750 4,792 379 1,573,984
Contributions
Employer ....................................... 20,549 18,488 9,741 -- 12,180 320,636
Participants ................................... 33,493 47,020 14,753 -- 17,540 574,206
-------- -------- ---------- ------- -------- ----------
54,042 65,508 24,494 -- 29,720 894,842
-------- -------- ---------- ------- -------- ----------
Total additions .............................. 102,257 83,082 486,244 4,792 30,099 2,468,826
DEDUCTIONS
Deductions from net assets attributed to Benefits paid 45,985 411 36,381 -- -- 389,437
to participants
Administrative expenses ........................ 2,236 309 3,977 -- 9,750 36,298
-------- -------- ---------- ------- ------- ----------
Total deductions ............................. 48,221 720 40,358 -- 9,750 425,735
-------- -------- ---------- ------- ------- ----------
NET INCREASE PRIOR TO FUND ............................. 54,036 82,362 445,886 4,792 20,349 2,043,091
TRANSFERS
Interfund transfers .................................... (49,359) 80,641 102,656 26,092 7,584 --
-------- -------- ---------- ------- ------- ----------
NET INCREASE (DECREASE) ................................ 4,677 163,003 548,542 30,884 27,933 2,043,091
Net assets available for benefits
Beginning of year .................................... 586,958 -- 774,481 49,962 (7,584) 6,048,181
-------- -------- ---------- ------- ------- ----------
End of year .......................................... $591,635 $163,003 $1,323,023 $80,846 $20,349 $8,091,272
======== ======== ========== ======= ======= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
NOTE 1 - DESCRIPTION OF PLAN
The following description of the First Midwest Corporation of Delaware
Employees' Retirement Plan (the "Plan") provides only general information.
Participants should refer to the plan agreement for a more complete description
of the Plan's provisions.
General: The Plan is a defined contribution 401(k) plan covering all
full-time and part-time employees of Midwest Banc Holdings, Inc. (formerly First
Midwest Corporation of Delaware) and its subsidiaries (the "Corporation") who
have six months of service or its equivalent and are age nineteen or older. It
is subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Contributions: Each year participants may contribute up to 15% of their
annual compensation before bonuses, not to exceed Internal Revenue Service
limits. The Corporation matches employee contributions at a rate of 1% more than
the participants' contributions up to a 5% maximum matching contribution.
Participants' Accounts: Each participant's account is credited with the
participant's contribution and allocation of (a) the Corporation's contribution,
(b) plan earnings, and (c) forfeitures of terminated participants' nonvested
accounts. Administrative fees are also allocated and charged to each
participant's account balance. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
Retirement, Death, and Disability: A participant is entitled to 100% of
his or her account balance upon retirement, death, or disability.
Vesting: Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Vesting in the remainder of their
account is based on years of continuous service. A participant is 100% vested
after three years of credited service.
Payment of Benefits: On termination of service, a participant may elect
to receive either a lump-sum amount equal to the value of his or her account, or
equal installments over a period not more than their assumed life expectancy (or
their beneficiary's assumed life expectancy) at the time of distribution.
Loan Provisions: Participants may borrow up to 50% of their account
balance.
Investment Options: Upon enrollment in the Plan, a participant may
direct contributions in the investment options made available by the plan
administrator. The employee may elect to direct these contributions in any
percent among the eight options as long as the election percentages total 100%.
Employer contributions are matched in the same percentages as the employee has
elected.
The investment options available to plan participants are as follows:
ALLIANCE CAPITAL RESERVES - Funds are invested in short-term securities
such as bankers' acceptances, certificates of deposit, repurchase agreements,
and commercial paper.
AIM BALANCED FUND - Funds are invested in a varied portfolio of equity
securities consisting primarily of common stocks.
(Continued)
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
NOTE 1 - DESCRIPTION OF PLAN (Continued)
AIM CONSTELLATION GROWTH FUND - Funds are invested in common stocks
with an emphasis on medium-sized and smaller emerging growth companies.
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND - Funds are invested in
growth, cyclical, and value stocks as well as securities convertible to common
stock.
GAM INTERNATIONAL FUND - Funds are invested in a varied portfolio of
equity securities in foreign markets.
EVERGREEN INTERMEDIATE TERM BOND FUND - Funds are invested in
intermediate-term bonds rated investment grade or better. During 1997, the fund
name was changed from Keystone Intermediate Term Bond Fund to the present name.
PUTNAM INVESTORS FUND - Funds are invested in common stocks with an
emphasis on long-term capital growth equity securities.
MIDWEST BANC HOLDINGS, INC. COMMON STOCK - Funds are invested in common
stock of Midwest Banc Holdings, Inc. (formerly First Midwest Corporation of
Delaware) as shares become available. Funds which cannot be used presently to
purchase stock are held in the Alliance Capital Reserves account.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan are prepared
under the accrual method of accounting in conformity with generally accepted
accounting principles. The preparation of financial statements, in conformity
with generally accepted accounting principles, requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses during
the reporting period. Actual results could differ from these estimates.
Investments: The Plan's investments are funds managed by Linsco/Private
Ledger Financial Services ("LPL"). LPL has the exclusive authority and
discretion to manage and control the assets of each of the funds. Investment
transactions are accounted for on the trade-date basis. The realized gains or
losses on securities transactions are computed based on the market value as of
the previous December 31. Interest income is recorded on the accrual basis and
dividend income is recorded on the ex-dividend date. Investments with a public
market are generally stated at quoted market prices. Investments with no public
market are stated at fair values determined by the trustee. Investments in
commingled and group trust funds are valued at their respective net asset
values, which approximate market. Cash equivalents are valued at cost, which
approximates market.
Admissions and Withdrawals: Admissions and withdrawals are recorded at
the dollar value determined on the valuation date following the receipt of the
buy or sell order. Funds are valued quarterly.
Payment of Benefits: Benefits are recorded when paid.
(Continued)
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Corporation has
the right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA and its related
regulations. In the event of plan termination, participants will become 100%
vested in their accounts.
NOTE 4 - INVESTMENTS
Midwest Trust Services, Inc., the trustee of the Plan, holds investment
assets and executes transactions therein. The following table presents the fair
values of investments at December 31, 1997 and 1996.
<TABLE>
<CAPTION>
1997 1996
---------------------- ----------------------
NUMBER OF NUMBER OF
SHARES OR SHARES OR
PRINCIPAL FAIR PRINCIPAL FAIR
AMOUNT VALUE AMOUNT VALUE
------ ----- ------ -----
<S> <C> <C> <C> <C>
INVESTMENTS AT FAIR VALUE AS DETERMINED BY
QUOTED MARKET PRICE
Alliance Capital Reserves ............ 904,211 $ 904,211 695,729 $ 695,729
Mutual Funds
AIM Balanced Fund ................. 66,822 1,722,667 61,616 1,348,627
AIM Constellation Growth Fund ..... 26,971 711,544 29,010 732,838
Fidelity Advisor Growth Opportunity
Fund ............................ 42,103 1,787,324 37,452 1,325,466
GAM International Fund ............ 27,729 786,670 23,276 541,704
Evergreen Intermediate Term Bond
Fund ............................ 64,801 591,635 65,305 586,958
Putnam Investors Fund ............. 14,672 163,003 -- --
Midwest Banc Holdings, Inc. common stock
(party-in-interest investment) ....... 101,698 1,323,023 95,352 774,481
---------- ----------
7,990,077 6,005,803
INVESTMENTS AT ESTIMATED FAIR VALUE
Loans to participants ................... 80,846 80,846 49,962 49,962
---------- ----------
$8,070,923 $6,055,765
========== ==========
</TABLE>
NOTE 5 - PARTIES-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under DOL regulations as any fiduciary
of the Plan, any party rendering service to the Plan, the employer, and certain
others. Professional fees for the audit of the Plan were paid by the
Corporation.
(Continued)
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
NOTE 5 - PARTIES-IN-INTEREST TRANSACTIONS (Continued)
Plan transactions with parties-in-interest during the year ended
December 31, 1997 were as follows:
<TABLE>
<CAPTION>
IDENTITY RELATIONSHIP DESCRIPTION AMOUNT
-------- ------------ ----------- ------
<S> <C> <C> <C>
Midwest Trust Services, Inc. Plan Trustee Administrative Fees $22,050
The Weiss Group, Inc. Plan Recordkeeper Quarterly Allocation Fees 14,248
Midwest Banc Holdings, Inc. Employer Purchases of Common Stock 92,088
Midwest Banc Holdings, Inc. Employer Sales of Common Stock 47,961
</TABLE>
The Plan held the following party-in-interest investments (at fair
value) at December 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Midwest Banc Holdings, Inc. common stock............. $1,323,023 $774,481
========== ========
</TABLE>
NOTE 6 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to
individuals who have withdrawn from the Plan or retired. Amounts allocated to
these participants were $961,621 and $890,058 at December 31, 1997 and 1996,
respectively.
NOTE 7 - TAX STATUS
The Internal Revenue Service has determined and informed the
Corporation, by letter dated June 24, 1996, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue Code
("IRC"). The Plan has been amended since receiving the determination letter.
However, the plan administrator and the Plan's tax counsel believe that the Plan
is designed and is currently being operated in compliance with the applicable
requirements of the IRC.
NOTE 8 - PLAN ADMINISTRATION CHANGES
Effective January 1, 1996, several changes in the administration of the
Plan were implemented. The plan trustee was changed to Midwest Trust Services,
Inc. (a wholly-owned subsidiary of Midwest Banc Holdings, Inc.) The investment
advisory and transaction services were transferred to Linsco/Private Ledger
Financial Services.
Effective January 1, 1997, the recordkeeping for the Plan was
transferred to The Weiss Group, Inc. ("Weiss"). Weiss is responsible for
allocating all transactions to participant balances quarterly as well as
reporting fund balances to all participants.
(Continued)
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
NOTE 9 - STOCK SPLIT
Effective December 17, 1997, the Corporation effected a two-for-one
stock split in the form of a 100% stock dividend. All share amounts included in
the financial statements have been restated to reflect the stock split.
NOTE 10 - SUBSEQUENT EVENT
Effective February 10, 1998, the Corporation's Board of Directors
changed the name of the Plan to Midwest Banc Holdings, Inc. Employees'
Retirement Plan.
(Continued)
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
ITEM 27A OF FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
Name of Plan Sponsor: Midwest Banc Holdings, Inc.
Employer Identification Number: 36-3252484
Three-Digit Plan Number: 001
<TABLE>
<CAPTION>
(A) (B)/(C) (D) (E)
PARTY-IN-INTEREST IDENTITY OF ISSUE/ NUMBER OF CURRENT
INVESTMENT DESCRIPTION OF INVESTMENT SHARES COST VALUE
---------- ------------------------- ------ ---- -----
<S> <C> <C> <C> <C>
Mutual Funds
AIM Balanced Fund 66,822 $1,312,514 $1,722,667
AIM Constellation Growth Fund 26,971 634,924 711,544
Fidelity Advisor Growth
Opportunity Fund 42,103 1,326,629 1,787,324
GAM International Fund 27,729 565,264 786,670
Evergreen Intermediate Term
Bond Fund 64,801 531,855 591,635
Putnam Investors Fund 14,672 159,842 163,003
Alliance Capital Reserves 904,211 904,211 904,211
* Midwest Banc Holdings, Inc.
common stock 101,698 946,290 1,323,023
Participant Loans Rates 7.15% -
9.50% -- -- 80,846
----------
Total investments $8,070,923
==========
- --------------
<FN>
* Party-in-interest investment.
</FN>
</TABLE>
<PAGE>
FIRST MIDWEST CORPORATION OF DELAWARE
EMPLOYEES' RETIREMENT PLAN
ITEM 27D OF FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1997
Name of Plan Sponsor: Midwest Banc Holdings, Inc.
Employer Identification Number: 36-3252484
Three-Digit Plan Number: 001
<TABLE>
<CAPTION>
(H)
CURRENT
VALUE OF
(A) (B) (C) (D) (G) ASSET ON (I)
IDENTITY OF DESCRIPTION OF PURCHASE SELLING ASSET TRANSACTION NET
PARTY ASSET/TRANSACTION PRICE PRICE COST DATE GAIN
----- ----------------- ----- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
AIM Balanced Fund Purchased units $ 309,594 $ -- $ 309,594 $ 309,594 $ --
AIM Balanced Fund Sold units -- 269,844 241,339 269,844 28,505
AIM Constellation
Growth Fund Purchased units 245,763 -- 245,763 245,763 --
AIM Constellation
Growth Fund Sold units -- 353,651 329,783 353,651 23,868
Fidelity Advisor
Growth Opportu-
nity Fund Purchased units 353,837 -- 353,837 353,837 --
Fidelity Advisor
Growth Opportu-
nity Fund Sold units -- 277,154 241,114 277,154 36,040
Alliance Capital
Reserves Purchased units 1,816,897 -- 1,816,897 1,816,897 --
Alliance Capital
Reserves Sold units -- 1,627,579 1,627,579 1,627,579 --
</TABLE>
<PAGE>
