<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE
STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_________________________________
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to ______.
Commission file number 1-2299
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Bearings, Inc. 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Bearings, Inc.
3600 Euclid Avenue
Cleveland, Ohio 44115
1
<PAGE> 2
<TABLE>
Financial Statements and Exhibit(s)
- - - -----------------------------------
<CAPTION>
Page No.
(a) Financial Statements (in this Report)
-------------------- ----------------
<S> <C>
Independent Auditors' Report 4
Statement of Net Assets Available 6
for Benefits --
December 31, 1993 and 1992
Statement of Changes in Net Assets 7
Available for Benefits --
Year Ended December 31, 1993
Statement of Changes in Net Assets 8
Available for Benefits --
Year ended December 31, 1992
Notes to Financial Statements -- 9
Years Ended December 31,
1993 and 1992
(b) Exhibit(s)
----------
Consent of Independent Public 16
Accountants
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan has duly caused this annual report to be signed on its behalf by the
undersigned, hereunto duly authorized.
BEARINGS, INC. 401(k) SAVINGS PLAN
By: Bearings, Inc., as Plan
Administrator
By: /s/ John C. Dannemiller
---------------------------------
Signature
John C. Dannemiller
---------------------------------
Printed Name
Chairman & Chief Executive Officer
---------------------------------
Title
Date: June 24, 1994
2
<PAGE> 3
BEARINGS, INC. 401-K SAVINGS PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1993 AND 1992
AND SUPPLEMENTAL SCHEDULES
FOR THE YEAR ENDED
DECEMBER 31, 1993
AND INDEPENDENT AUDITORS' REPORT
3
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
Bearings, Inc. 401-K Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the Bearings, Inc. 401-K Savings Plan (the "Plan") as of December
31, 1993 and 1992, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992 and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and is not a required part of the basic financial statements.
This supplemental information is the responsibility of the Plan's management.
Such supplemental information by fund has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
4
<PAGE> 5
The supplemental schedules of (1) assets held for investment purposes as of
December 31, 1993 and (2) reportable transactions for the year ended December
31, 1993, 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. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit
of the basic 1993 financial statements and, in our opinion, are fairly stated
in all material respects when considered in relation to the basic financial
statements taken as a whole.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Cleveland, Ohio
June 15, 1994
5
<PAGE> 6
<TABLE>
BEARINGS, INC. 401-K SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
__________________________________________________________________________________________________________________
<CAPTION>
------------------ SUPPLEMENTAL INFORMATION BY FUND -------------------
COMPANY EMPLOYEE FIXED MONEY
STOCK STOCK EQUITY INCOME MARKET
DECEMBER 31, 1993 FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Bearings, Inc. common stock $ 4,175,495 $ 1,429,476
Investment funds 25,568 $ 7,719,177 $ 5,635,961 $ 4,847,834
Loans to participants
------------ ------------ ------------ ------------ ------------
Total investments 4,175,495 1,455,044 7,719,177 5,635,961 4,847,834
Cash (60,494) 3,936 (46,424)
Receivables:
Contributions 280,196 70,405 258,267 190,003 152,494
Other 4,065 3,832 947 14,732
------------ ------------ ------------ ------------ ------------
Total assets 4,395,197 1,529,514 7,985,212 5,780,487 5,015,060
LIABILITIES:
Distributions payable to participants
for excess contributions 26,782 1,899 639 1,293 657
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 4,368,415 $ 1,527,615 $ 7,984,573 $ 5,779,194 $ 5,014,403
============ ============ ============ ============ ============
DECEMBER 31, 1992
ASSETS:
Investments at fair value:
Bearings, Inc. common stock $ 2,336,416 $ 725,583
Investment funds 24,531 $ 6,342,030 $ 4,651,213 $ 4,744,474
Loans to participants
------------ ------------ ------------ ------------ ------------
Total investments 2,336,416 750,114 6,342,030 4,651,213 4,744,474
Cash (201) 3,488
Receivables:
Contributions 115,354 28,447 186,953 146,699 126,490
Other 16,594 102 99 14,669
------------ ------------ ------------ ------------ ------------
Total assets 2,451,569 795,155 6,532,573 4,798,011 4,885,633
------------ ------------ ------------ ------------ ------------
LIABILITIES:
Distributions payable to participants
for excess contributions 1,680 4,389 8,239 3,595
Other 16,499
------------ ------------ ------------ ------------ ------------
Total liabilities 16,499 1,680 4,389 8,239 3,595
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,435,070 $ 793,475 $ 6,528,184 $ 4,789,772 $ 4,882,038
============ ============ ============ ============ ============
<CAPTION>
______________________________________________________________________________
---- SUPPLEMENTAL INFORMATION BY FUND ----
EMPLOYEE
LOAN
DECEMBER 31, 1993 FUND TOTAL
<S> <C> <C>
ASSETS:
Investments at fair value:
Bearings, Inc. common stock $ 5,604,971
Investment funds 18,228,540
Loans to participants $ 12,101 12,101
--------- ------------
Total investments 12,101 23,845,612
Cash (102,982)
Receivables:
Contributions 951,365
Other 23,576
--------- ------------
Total assets 12,101 24,717,571
LIABILITIES:
Distributions payable to participants
for excess contributions 31,270
--------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 12,101 $ 24,686,301
========= ============
DECEMBER 31, 1992
ASSETS:
Investments at fair value:
Bearings, Inc. common stock $ 3,061,999
Investment funds 15,762,248
Loans to participants $ 27,589 27,589
--------- ------------
Total investments 27,589 18,851,836
Cash 3,287
Receivables:
Contributions 603,943
Other 31,464
--------- ------------
Total assets 27,589 19,490,530
--------- ------------
LIABILITIES:
Distributions payable to participants
for excess contributions 17,903
---------
Other 16,499
--------- ------------
Total liabilities 34,402
--------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 27,589 $ 19,456,128
========= ============
<FN>
See notes to financial statements.
</TABLE>
6
<PAGE> 7
<TABLE>
BEARINGS, INC. 401-K SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1993
<CAPTION>
_______________________________________________________________________________________________________________________________
----------------- SUPPLEMENTAL INFORMATION BY FUND --------------------
COMPANY EMPLOYEE FIXED MONEY
STOCK STOCK EQUITY INCOME MARKET
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 286,851 $ 1,343,613 $ 1,035,636 $ 832,275
Employer:
Cash $ 26,525
Common stock - Bearings, Inc. 1,251,979
Investment income 79,588 12,978 161,794 827 164,437
Net appreciation in market value of investments 774,914 284,505 559,400 317,539
------------ ------------ ------------ ------------- ------------
Total additions 2,133,006 584,334 2,064,807 1,354,002 996,712
DEDUCTIONS - Distributions to participants 199,661 86,249 542,913 510,210 566,093
INTERFUND TRANSFERS 236,055 (65,505) 145,630 (298,254)
------------ ------------ ------------ ------------- ------------
INCREASE IN NET ASSETS FOR THE YEAR 1,933,345 734,140 1,456,389 989,422 132,365
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1992 2,435,070 793,475 6,528,184 4,789,772 4,882,038
------------ ------------ ------------ ------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1993 $ 4,368,415 $ 1,527,615 $ 7,984,573 $ 5,779,194 $ 5,014,403
============ ============ ============ ============= ============
<CAPTION>
____________________________________________________________________________________________
---- SUPPLEMENTAL INFORMATION BY FUND ----
EMPLOYEE
LOAN
FUND TOTAL
<S> <C> <C>
ADDITIONS:
Contributions:
Employees $ 3,498,375
Employer:
Cash 26,525
Common stock - Bearings, Inc. 1,251,979
Investment income $ 2,438 422,062
Net appreciation in market value of investments 1,936,358
-------- -----------
Total additions 2,438 7,135,299
DEDUCTIONS - Distributions to participants 1,905,126
INTERFUND TRANSFERS (17,926)
-------- -----------
INCREASE IN NET ASSETS FOR THE YEAR (15,488) 5,230,173
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1992 27,589 19,456,128
-------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1993 $ 12,101 $24,686,301
======== ===========
<FN>
See notes to financial statements.
</TABLE>
7
<PAGE> 8
<TABLE>
BEARINGS, INC. 401-K SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1992
<CAPTION>
_______________________________________________________________________________________________________________________________
----------------- SUPPLEMENTAL INFORMATION BY FUND --------------------
COMPANY EMPLOYEE FIXED MONEY
STOCK STOCK EQUITY INCOME MARKET
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 161,398 $ 1,182,727 $ 984,493 $ 853,908
Employer:
Cash $ 18,056
Common stock - Bearings, Inc. 638,270
Investment income 57,634 13,644 239,692 3,961 151,247
Transfer from King Bearing, Inc.
Profit Sharing and Savings Plan (Note 5) 462,600 1,513,632 823,457 2,393,711
Net appreciation in market value of investments 342,488 87,998 338,413 267,920
------------ ----------- ------------ ------------ ------------
Total additions 1,056,448 725,640 3,274,464 2,079,831 3,398,866
DEDUCTIONS - Distributions to participants (100,885) (26,306) (450,113) (414,086) (586,277)
INTERFUND TRANSFERS 71,026 117,090 (59,027) (111,906)
------------ ----------- ------------ ------------ ------------
INCREASE IN NET ASSETS FOR THE YEAR 955,563 770,360 2,941,441 1,606,718 2,700,683
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1991 1,479,507 23,115 3,586,743 3,183,054 2,181,355
------------ ----------- ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1992 $ 2,435,070 $ 793,475 $ 6,528,184 $ 4,789,772 $ 4,882,038
============ =========== ============ ============ ============
<CAPTION>
____________________________________________________________________________________________
---- SUPPLEMENTAL INFORMATION BY FUND ----
EMPLOYEE
LOAN
FUND TOTAL
<S> <C> <C>
ADDITIONS:
Contributions:
Employees $ 3,182,526
Employer:
Cash 18,056
Common stock - Bearings, Inc. 638,270
Investment income $ 2,173 468,351
Transfer from King Bearing, Inc.
Profit Sharing and Savings Plan (Note 5) 42,599 5,235,999
Net appreciation in market value of investments 1,036,819
-------- -----------
Total additions 44,772 10,580,021
DEDUCTIONS - Distributions to participants (1,577,667)
INTERFUND TRANSFERS (17,183)
-------- -----------
INCREASE IN NET ASSETS FOR THE YEAR 27,589 9,002,354
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1991 10,453,774
-------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1992 $ 27,589 $19,456,128
======== ===========
<FN>
See notes to financial statements.
</TABLE>
8
<PAGE> 9
BEARINGS, INC. 401-K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
1. DESCRIPTION OF THE PLAN
The following description of the Bearings, Inc. 401-K Savings Plan (the
"Plan") is provided for general information purposes only. Participants
and users of the financial statements should refer to the Plan document
for more complete information.
GENERAL - The Plan was established by Bearings, Inc. and its
subsidiaries (the "Company") for the purpose of encouraging and
assisting employees to provide long-term, tax-deferred savings for
retirement. The Plan is subject to the reporting and disclosure
requirements, the minimum participation and vesting standards, and the
fiduciary responsibility requirements of the Employee Retirement Income
Security Act of 1974.
ADMINISTRATION - The Plan is administered by the Company. The Company's
powers and duties relate to making employee and employer contributions
to the Trustee, establishing investment objectives, authorizing
disbursements from the Trust, and resolving any questions of Plan
interpretation.
The assets of the Company Stock Fund, Employee Stock Fund, Equity Fund,
Fixed Income Fund and Money Market Fund are maintained and administered
by a bank acting as Trustee. The Trustee is responsible for the custody
of assets and the investment of these Funds.
PARTICIPATION AND CONTRIBUTIONS - All fulltime employees are eligible to
participate in the Plan on the first enrollment date following their
hire.
Eligible employees may elect to make Salary Savings Contributions to the
Plan ranging from 1% to 10% of compensation. The Company makes a
Matching Employer Contribution to the Plan equal to a percentage of the
Salary Savings Contributions not in excess of 6% of the participant's
compensation. Effective July 1, 1993, Matching Employer Contributions
are determined based upon the Company's earnings per share for the
immediately preceding calendar-year quarter and the participants'
investment elections. The Employer Matching Contribution is currently
determined using the following schedule:
<TABLE>
<CAPTION>
QUARTERLY MATCHING
CORPORATE EARNINGS PER CONTRIBUTION
SHARE FOR IMMEDIATELY ----------------------------------------
PRECEDING QUARTER EMPLOYEE STOCK FUND OTHER FUNDS
<S> <C> <C>
$.30 or less 35% 25%
$.31 to $.39 45% 35%
$.40 to $.44 60% 50%
$.45 to $.50 85% 75%
$.51 and above 110% 100%
</TABLE>
Prior to July 1, 1993, the matching percentage was fixed annually by the
Company. The employer match was 25%, 25%, 75%, and 35% for the four
1993 quarters, respectively, and 25% for 1992.
Matching Employer Contributions were made primarily in shares of
Bearings, Inc. common stock.
9
<PAGE> 10
Contributions are excluded from participants' taxable income until such
amounts are received by them as a distribution from the Plan.
The Plan provides for Rollover Contributions (amounts previously
distributed to the participants from certain other tax-qualified plans)
and Transfer Contributions (assets transferred from certain other
tax-qualified plans) by or on behalf of an employee in accordance with
procedures established by the Company.
INVESTMENT OF CONTRIBUTIONS - Participants elect investment of their
Salary Savings Contributions in 10% increments in the Plan's Equity
Fund, Fixed Income Fund, Money Market Fund or the Employee Stock Fund.
All Matching Employer Contributions are invested in the Company Stock
Fund. Participants may elect to change their investment elections as to
future contributions and may also elect to reallocate a portion or all
of past contributions among the investment funds in increments of 10% of
the total amount to be reallocated. All such elections become effective
as of the beginning of each quarter and must be filed with the Company
at least 21 days in advance.
The value of the Funds and the interests of individual participants
under each Fund, are calculated as of the end of each quarter (Valuation
Date).
VESTING AND DISTRIBUTIONS - Each participant is immediately and fully
vested in all Salary Savings Contributions and earnings thereon.
Participants vest in Matching Employer Contributions at a rate of 25%
for each year of eligible service, becoming completely vested after four
years, or at death, termination of employment due to permanent and total
disability, or normal or early retirement as defined in the Plan.
Participants may apply for hardship withdrawals from their
contributions, subject to adherence to Internal Revenue Service
regulations and approval by the Company. Participants may receive lump
sum distributions of their vested account balances no later than 60 days
after the end of the Plan year in which they terminate employment with
the Company.
Forfeitures of nonvested amounts are applied to reduce future Matching
Employer Contributions.
PLAN TERMINATION - The Plan was adopted with the expectation that it
will continue indefinitely. The Company may, however, terminate the
Plan at any time and may amend the Plan from time to time. In the event
of termination of the Plan, all participants will immediately become
fully vested in the value of all Matching Employer Contributions made on
their behalf.
TAX STATUS OF THE PLAN - The Plan obtained its latest determination
letter dated May 24, 1989, in which the Internal Revenue Service stated
that the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended
since receiving this determination letter. The Company believes that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
10
<PAGE> 11
2. DESCRIPTION OF THE SEPARATE FUNDS
The Plan provides for the establishment of five separate investment
funds. The Trustee maintains separate accounts for each Plan
participant and invests such participant's contributions, as directed by
the participant, in one or more of the following funds:
. Employee Stock Fund consists of investments in the common stock
of Bearings, Inc. and temporary investments in the Trustee's EB
Money Market Fund.
. The Equity Fund, which consists of units of The Society
Diversified Stock Fund, a broadly diversified portfolio
consisting primarily of the common stocks of high quality
companies, and temporary investments in the Trustee's EB Money
Market Fund. The Trustee is not the administrator of The Society
Diversified Stock Fund but is the investment advisor.
. The Fixed Income Fund, which consists of units of the Society
MaGIC Fund, a fund which invests in a combination of guaranteed
investment contracts and cash equivalents, and temporary
investments in the Trustee's EB Money Market Fund.
. The Money Market Fund, which consists of units of the Trustee's
EB Money Market Fund, a managed money market fund investing in
high quality, short-term investments emphasizing liquidity.
Company contributions are invested in the Company Stock Fund which
consists of investments in the common stock of Bearings, Inc. up to one
million shares, and temporary investments in the Trustee's EB Money
Market Fund.
Effective April 1994, the Plan's investment options were changed to
provide seven options. These options include the following:
. Employee Stock Fund . Fundamental Investor
. Society Bank MaGIC Fund . Fidelity Advisor: Equity Growth
. Bond Fund of America . EuroPacific Growth
. Income Fund of America
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - Each fund of the Trust is accounted for
separately. The accounts of these funds are maintained, and the
accompanying financial statements have been prepared, on the accrual
basis of accounting.
VALUATION OF INVESTMENTS - Investments are accounted for at cost on the
trade-date and are reported in the Statement of Net Assets Available for
Benefits at market value. The investment in Bearings, Inc. common stock
is valued using the year-end closing price listed by the New York Stock
Exchange. Investment funds are stated at values determined by the
Trustee based upon the fair values of the underlying assets of the
funds.
BENEFITS PAYABLE - Benefits are recorded by the Plan when payments are
made. At December 31, 1993 and 1992, $980,000 and $720,000,
respectively, were due to participants who have withdrawn from
participation in the Plan.
EXPENSES - Expenses in connection with administration of the Plan for
1993 and 1992 were paid by the Company.
11
<PAGE> 12
4. INVESTMENTS
The Plan provides that, in accordance with the investment objectives
established by the Company, the Trustee of the Plan shall hold, invest,
reinvest, manage and administer all assets of the Plan as a trust fund
for the exclusive benefit of participants and their beneficiaries.
Plan investments are detailed in the supplemental schedule of assets
held for investment purposes which is attached to these financial
statements. Plan investments exceeding 5% of net assets available for
benefits as of December 31, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT 1993 1992
<S> <C> <C>
Bearings, Inc. Common Stock $ 5,604,971 $ 3,061,999
Society EB Money Market Fund 5,746,379 4,776,134
The Society Diversified Stock Fund 6,846,200 6,339,051
Society MaGIC Fund 5,635,961
Society Special Fixed Income Fund 4,647,063
</TABLE>
5. TRANSFER FROM KING BEARING, INC. PROFIT SHARING AND SAVINGS PLAN
Employees of King Bearing, Inc., a wholly-owned subsidiary of Bearings,
Inc. acquired on June 30, 1990, became participants in the Plan as of
January 1, 1991. All service rendered to King Bearing, Inc. is counted
to determine an employee's eligibility to participate in the Plan.
Effective December 31, 1991 the King Bearing Profit Sharing and Savings
Plan was terminated and each participant's account balance became fully
vested and nonforfeitable. Pursuant to the plan termination the assets
and liabilities of the Plan were liquidated. The resultant net proceeds
totaling $5,235,999 were transferred to the Plan on April 30, 1992 (the
"date of transfer"). Plan participants were given the opportunity to
designate how monies held in the King Bearing Profit Sharing and Savings
Plan should be allocated to the separate funds.
Included in the net proceeds transferred to the Plan was $42,599 in
loans to participants. The Plan's investments in these loans is
reflected in the separate Employee Loan Fund in the Plan's financial
statements. The Plan does not currently allow participants to borrow
from the Plan; however, loans originated from the King Bearing Profit
Sharing and Savings Plan are to be repaid to the Plan in accordance with
their original terms. Investments in participant loans are stated at
estimated fair value based on amounts estimated to be recoverable.
* * * * * *
12
<PAGE> 13
<TABLE>
BEARINGS, INC. 401-K SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
- - - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(a) (b) (c) (d) (e)
IDENTITY OF ISSUER,
BORROWER, LESSOR CURRENT
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C> <C>
COMPANY STOCK FUND
------------------
* Bearings, Inc. Common Stock - 147,154 shares $ 3,255,369 $ 4,175,495
EMPLOYEE STOCK FUND
-------------------
* Bearings, Inc. Common Stock - 50,378 shares 1,068,073 1,429,476
* Society National Bank EB Money Market Fund - 25,568 units 25,568 25,568
------------ -----------
1,093,641 1,455,044
EQUITY FUND
-----------
The Winsbury Company The Society Diversified Stock Fund - 563,473 units 6,413,955 6,846,200
* Society National Bank EB Money Market Fund - 872,977 units 872,978 872,977
------------ -----------
7,286,933 7,719,177
SPECIAL FIXED INCOME FUND
-------------------------
* Society National Bank Society MaGIC Fund - 5,211,726 units 5,600,000 5,635,961
MONEY MARKET FUND
-----------------
* Society National Bank EB Money Market Fund - 4,847,834 units 4,847,834 4,847,834
EMPLOYEE LOAN FUND
------------------
* Various Plan Participants Participant Loans (with interest rates ranging
from 10% to 11.5% and maturity dates
ranging from January 1994 to October 1995) 12,101 12,101
------------ -----------
TOTAL INVESTMENTS $ 22,095,878 $23,845,612
============ ===========
</TABLE>
* Represents investment with party-in-interest.
13
<PAGE> 14
<TABLE>
BEARINGS, INC., 401-K SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
- - - ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Current
Expense Value of Net
Incurred Cost Asset on Gain
Identity of Purchase Selling Lease With of Transaction or
Party Involved Description of Asset Price Price Rental Transaction Assets Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COMPANY STOCK FUND
- - - ------------------
Society National Bank EB Money Market Fund
(Series of Transactions) $ 103,715 None $ 103,715 $ 103,715 N/A
(Series of Transactions) $ 80,157 None 80,157 80,157 None
EMPLOYEE STOCK FUND
- - - -------------------
Society National Bank EB Money Market Fund
(Series of Transactions) 489,203 None 489,203 489,203 N/A
(Series of Transactions) 295,680 None 295,680 295,680 None
EQUITY FUND
- - - -----------
Society National Bank EB Money Market Fund
(Series of Transactions) 2,838,242 None 2,838,242 2,838,242 N/A
(Series of Transactions) 1,973,361 None 1,973,361 1,973,361 None
The Winsbury Company The Society Diversified
Stock Fund
(Series of Transactions) 1,393,909 None 1,393,909 1,393,909 N/A
FIXED INCOME FUND
- - - -----------------
Society National Bank EB Money Market Fund
(Series of Transactions) 1,302,108 None 1,302,108 1,302,108 N/A
(Series of Transactions) 1,307,193 None 1,307,193 1,307,193 None
Society National Bank EB Special Fixed Income Fund
(Single Transaction) 5,648,571 None 5,033,520 5,648,571 $615,051
(Series of Transactions) 6,334,850 None 5,704,756 6,334,850 630,094
Society National Bank EB MaGIC Fund
(Single Transaction) 5,600,000 None 5,600,000 5,600,000 N/A
(Continued)
</TABLE>
14
<PAGE> 15
<TABLE>
BEARINGS, INC., 401-K SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
- - - ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Current
Expense Value of Net
Incurred Cost Asset on Gain
Identity of Purchase Selling Lease With of Transaction or
Party Involved Description of Asset Price Price Rental Transaction Assets Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET FUND
- - - -----------------
Society National Bank EB Money Market Fund
(Single Transaction) 4,767,087 None 4,767,087 4,767,087 N/A
(Single Transaction) 4,767,087 None 4,767,087 4,767,087 None
(Series of Transactions) 5,733,873 None 5,733,873 5,733,873 N/A
(Series of Transactions) 5,630,513 None 5,630,513 5,630,513 None
<FN>
NOTE - Reportable transactions are single transactions or a series of
transactions in the same issue that, when aggregated, are in excess of
5% of the current value of plan assets at the beginning of the plan
year.
(Concluded)
</TABLE>
15
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Bearings, Inc.
We consent to the incorporation by reference in Registration Statement No.
33-42623 of Bearings, Inc. on Form S-8 of our report dated June 15, 1994,
appearing in this Annual Report on Form 11-K of the Bearings, Inc. 401-K
Savings Plan for the year ended December 31, 1993.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Cleveland, Ohio
June 15, 1994
16
