SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995.
[ ] 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 0-2085
BETZ LABORATORIES, INC. EMPLOYEE STOCK OWNERSHIP AND 401K PLAN
(Title of Plan)
BETZ LABORATORIES, INC.
4636 Somerton Road
Trevose, Pennsylvania 19053
(Name of Issuer of the Securities Held Pursuant to the Plans
and the Address of its Principal Executive Office)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf by the
undersigned, hereunto duly authorized.
BETZ LABORATORIES, INC.
By: /s/ William C. Brafford
--------------------------
William C. Brafford
Vice President, Secretary
and General Counsel
<PAGE>
Financial Statements and Schedule
Betz Laboratories, Inc. Employee Stock
Ownership and 401(k) Plan
Years ended December 31, 1995 and 1994
with Report of Independent Auditors
<PAGE>
Betz Laboratories, Inc. Employee Stock
Ownership and 401(k) Plan
Financial Statements and Schedule
Years ended December 31, 1995 and 1994
Contents
Report of Independent Auditors.................................................1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits...........................2
Statements of Changes in Net Assets Available for Plan Benefits................3
Notes to Financial Statements..................................................4
Schedule
Assets Held for Investment Purposes...........................................13
<PAGE>
Report of Independent Auditors
Retirement Committee
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
as of December 31, 1995 and 1994, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1995 and 1994, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 1995 is presented for purposes
of complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and is
not a required part of the financial statements. The supplemental schedule has
been subjected to the auditing procedures applied in our audit of the 1995
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the 1995 financial statements taken as a whole.
Ernst & Young LLP
June 14, 1996
1
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Statements of Net Assets Available for Plan Benefits
December 31
1995 1994
---- ----
Assets
Investments:
Series A ESOP convertible preferred stock
of Betz Laboratories, Inc. $120,604,718 $129,917,322
Common stock--Betz Laboratories, Inc. 25,797,696 28,574,344
Putnam Voyager Fund 32,181,112 20,590,262
Putnam Fund for Growth and Income 24,392,800 17,053,101
Putnam Money Market Fund 6,775,829 6,293,401
Putnam U.S. Government Income Trust 5,502,763 4,959,641
Putnam New Opportunities Fund 3,634,804 -
Putnam Loan Fund 2,605,761 2,140,901
Putnam Global Growth Fund 1,866,534 1,736,101
------------ ------------
223,362,017 211,265,073
Contribution receivable 1,419,095 1,388,059
Cash 63,417 50,011
------------ ------------
Total assets 224,844,529 212,703,143
Liabilities
Accrued interest payable 259,907 262,600
Loan payable 96,500,000 97,500,000
------------ ------------
Total liabilities 96,759,907 97,762,600
------------ ------------
Net assets available for plan benefits $128,084,622 $114,940,543
============ ============
See accompanying notes.
2
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 31
1995 1994
---- ----
Additions:
Contributions from employer $ 994,672 $ 491,664
Contributions from employees 10,689,507 10,210,955
Interest and dividend income 13,161,866 11,549,362
------------- -------------
24,846,045 22,251,981
Deductions:
Benefit payments 6,325,759 6,067,972
Interest expense 7,834,907 7,896,853
Administrative expenses 32,525 40,535
------------- -------------
14,193,191 14,005,360
------------- -------------
10,652,854 8,246,621
Net realized and unrealized appreciation
(depreciation) in fair value of investments 2,491,225 (1,636,035)
------------- -------------
Net additions 13,144,079 6,610,586
Net assets available for plan benefits
at beginning of year 114,940,543 108,329,957
------------- -------------
Net assets available for plan benefits
at end of year $ 128,084,622 $ 114,940,543
============= =============
See accompanying notes.
3
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements
December 31, 1995
1. Significant Accounting Policies
Valuation of Investments
Series A ESOP Convertible Preferred Stock of Betz Laboratories, Inc. is stated
at aggregate current value as determined by an independent securities appraisal
company. Marketable securities are stated at aggregate fair value as determined
from quoted market prices. Investments in various mutual funds are stated at
aggregate fair value as determined from quoted market prices. The change in the
difference between current market values and the cost of investments and
realized gains and losses on sales of investments are reflected in the statement
of changes in net assets available for plan benefits as net realized and
unrealized appreciation (depreciation) in fair value of investments.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. Description of Plan
The Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan ("Plan")
is a defined contribution plan, which covers substantially all domestic
employees of Betz Laboratories, Inc. (the "Company") who have attained age 21.
On June 19, 1989, the Plan borrowed $100,000,000 (the "ESOP loan"--Note 4) and
acquired 500,000 shares of a new Series A ESOP Convertible Preferred Stock
issued by the Company (the "Betz Preferred Stock").
Under 401(k) provisions of the Plan, employees can contribute on a pretax basis
amounts up to 15% of salary, the first 4% being matched by the Company at a rate
of 25%. The Company's matching contributions are made in the form of the Betz
Preferred Stock.
4
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
After satisfying the 401(k) matching contributions, the remaining allocable
preferred shares are allocated to individual participants' accounts as of
December 31st of each plan year based on the participants' eligible compensation
as a percentage of total eligible compensation. The number of shares released
for allocation in a plan year is equal to the number of previously unreleased
shares multiplied by a fraction. The numerator of the fraction is the amount of
principal and interest paid on the loan for the Plan year, and the denominator
of the fraction is the sum of the numerator plus the principal and interest to
be paid on the loan for all future plan years during the term of the loan.
The Board of Directors has the right to discontinue the Company's contributions
to the Plan and to terminate or partially terminate the Plan at any time. In the
event of Plan termination or discontinuance of Company contributions, the rights
of the affected participants shall be 100% vested.
Additional information about the plan agreement, its vesting, distribution,
loan, and forfeiture provisions is contained in Company publications available
from the Plan Administrator.
3. Investments
During 1995 and 1994, the Plan's investments (including investments bought,
sold, as well as held during the year) appreciated (depreciated) as follows:
Net
Appreciation
(Depreciation)
in Fair Value Fair Value at
During Year End of Year
-------------- -------------
Year ended December 31, 1995
Series A ESOP convertible preferred stock
of Betz Laboratories, Inc. $ (8,200,976) $ 120,604,718
Common stock--Betz Laboratories, Inc. (2,189,171) 25,797,696
Putnam Voyager Fund 7,272,031 32,181,112
Putnam Fund for Growth and Income 4,867,589 24,392,800
Putnam Money Market Fund - 6,775,829
Putnam U.S. Government Income Trust 406,482 5,502,763
Putnam New Opportunities Fund 208,140 3,634,804
Putnam Loan Fund - 2,605,761
Putnam Global Growth Fund 127,130 1,866,534
------------- -------------
$ 2,491,225 $ 223,362,017
============= =============
5
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Net
Appreciation
(Depreciation)
in Fair Value Fair Value at
During Year End of Year
-------------- -------------
Year ended December 31, 1994
Series A ESOP convertible preferred stock
of Betz Laboratories, Inc. $ 599,510 $ 129,917,322
Common stock--Betz Laboratories, Inc. 221,134 28,574,344
Putnam Voyager Fund (761,878) 20,590,262
Putnam Fund for Growth and Income (1,099,306) 17,053,101
Putnam Money Market Fund - 6,293,401
Putnam U.S. Government Income Trust (525,536) 4,959,641
Putnam Loan Fund - 2,140,901
Putnam Global Growth Fund (69,959) 1,736,101
------------- -------------
$ (1,636,035) $ 211,265,073
============= =============
4. ESOP Loan, Company Loan Guarantee and Employer Contributions
The ESOP loan is secured by the unallocated shares of Betz Preferred Stock and
is guaranteed by the Company. At December 31, 1995, the Plan held 378,397
unallocated shares of Betz Preferred Stock with a fair value of $93,535,954. The
Company is required to make contributions to the Plan which, together with
dividends received on stock held by the Plan, are sufficient to enable the Plan
to service its indebtedness. Interest was incurred on the loan at 8.08% in 1995
and 1994. Debt service contributions paid to the ESOP during 1995 and 1994
totaled $8,837,600 and $8,398,200, respectively, including preferred stock
dividends of $7,840,235 and $7,905,245, respectively. An additional contribution
of $259,907 has been accrued by the Plan and is included in the contribution
receivable recorded at December 31, 1995.
The ESOP loan matures on June 19, 2009 and requires principal payments of
$1,000,000 in each of the years 1996 through 1999, and $1,500,000 in 2000 and
$2,500,000 in 2001. The Company is obligated to maintain, among other things,
certain levels of tangible net worth, interest coverage and not to exceed a
maximum funded debt level.
6
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
5. Transactions with Parties-in-Interest
In accordance with the Plan document, the Company will pay substantially all
administrative expenses reasonably incurred in connection with the Plan. It is
impractical to allocate common expenses of the Company and the Plan. However,
certain employees of the Company are involved in the operation of the Plan.
Trustee's and other expenses directly applicable to the Plan and paid by the
Company amounted to $99,156 and $90,259 in 1995 and 1994, respectively.
6. Income Tax Status
The Internal Revenue Service has ruled (March 23, 1995) that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the
related trust is not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Retirement 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.
7
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
7. Investment Programs
The amount of net assets at December 31, 1995 and 1994, and the changes in net
assets for the years then ended, were allocated to the separate investment
programs as follows:
<TABLE>
<CAPTION>
Putnam Putnam Fund Putnam
Voyager for Growth Money
1995 ESOP Fund Stock Fund Fund and Income Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
ESOP preferred stock--
Betz Laboratories, Inc. $120,604,718 $ - $ - $ - $ -
Common stock--
Betz Laboratories, Inc. 25,797,696
Putnam Voyager Fund 32,181,112
Putnam Fund for Growth
and Income 24,392,800
Putnam Money Market
Fund 6,775,829
Putnam U.S. Government
Income Trust
Putnam New Opportunities
Fund
Putnam Loan Fund
Putnam Global Growth
Fund
Contribution receivable 259,907 215,150 407,881 268,083 65,630
Cash 34,151 29,266
- ----------------------------------------------------------------------------------------------------------------------------------
Total assets 120,898,776 26,042,112 32,588,993 24,660,883 6,841,459
Liabilities
Accrued interest payable 259,907
Loan payable 96,500,000
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets $ 24,138,869 $ 26,042,112 $ 32,588,993 $ 24,660,883 $ 6,841,459
==================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Putnam Putnam Putnam
U.S. New Putnam Global
Government Opportunities Loan Growth
1995 Income Trust Fund Fund Fund Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
ESOP preferred stock--
Betz Laboratories, Inc. $ - $ - $ - $ - $120,604,718
Common stock--
Betz Laboratories, Inc. 25,797,696
Putnam Voyager Fund 32,181,112
Putnam Fund for Growth
and Income 24,392,800
Putnam Money Market
Fund 6,775,829
Putnam U.S. Government
Income Trust 5,502,763 5,502,763
Putnam New Opportunities
Fund 3,634,804 3,634,804
Putnam Loan Fund 2,605,761 2,605,761
Putnam Global Growth
Fund 1,866,534 1,866,534
Contribution receivable 65,996 89,713 46,735 1,419,095
Cash 63,417
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets 5,568,759 3,724,517 2,605,761 1,913,269 224,844,529
Liabilities
Accrued interest payable 259,907
Loan payable 96,500,000
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets $ 5,568,759 $ 3,724,517 $ 2,605,761 $ 1,913,269 $128,084,622
===================================================================================================================================
</TABLE>
8
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<TABLE>
<CAPTION>
Putnam Putnam Fund Putnam
Voyager for Growth Money
1994 ESOP Fund Stock Fund Fund and Income Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
ESOP preferred stock--
Betz Laboratories, Inc. $129,917,322 $ - $ - $ - $ -
Common stock--
Betz Laboratories, Inc. 28,574,344
Putnam Voyager Fund 20,590,262
Putnam Fund for Growth
and Income 17,053,101
Putnam Money Market
Fund 6,293,401
Putnam U.S. Government
Income Trust
Putnam Loan Fund
Putnam Global Growth
Fund
Contribution receivable 262,600 290,865 388,780 266,026 71,873
Cash 27,351 22,660
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets 130,207,273 28,887,869 20,979,042 17,319,127 6,365,274
Liabilities
Accrued interest payable 262,600
Loan payable 97,500,000
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets $ 32,444,673 $ 28,887,869 $ 20,979,042 $ 17,319,127 $ 6,365,274
===================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Putnam Putnam
U.S. Putnam Global
Government Loan Growth
1994 Income Trust Fund Fund Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments:
ESOP preferred stock--
Betz Laboratories, Inc. $ - $ - $ - $ 129,917,322
Common stock--
Betz Laboratories, Inc. 28,574,344
Putnam Voyager Fund 20,590,262
Putnam Fund for Growth
and Income 17,053,101
Putnam Money Market
Fund 6,293,401
Putnam U.S. Government
Income Trust 4,959,641 4,959,641
Putnam Loan Fund 2,140,901 2,140,901
Putnam Global Growth
Fund 1,736,101 1,736,101
Contribution receivable 69,726 38,189 1,388,059
Cash 50,011
- ----------------------------------------------------------------------------------------------------------------------------------
Total assets 5,029,367 2,140,901 1,774,290 212,703,143
Liabilities
Accrued interest payable 262,600
Loan payable 97,500,000
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets $ 5,029,367 $ 2,140,901 $ 1,774,290 $ 114,940,543
===================================================================================================================================
</TABLE>
9
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<TABLE>
<CAPTION>
Putnam Putnam Fund Putnam
Voyager for Growth Money
ESOP Fund Stock Fund Fund and Income Market Fund
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets at December 31, 1994 $ 32,444,673 $ 28,887,869 $ 20,979,042 $ 17,319,127 $ 6,365,274
Add: Contribution from employer 994,672
Contributions from employees 2,282,573 3,765,015 2,524,811 658,833
Loan repayments from
employees 320,534 370,943 247,970 92,334
Investment income 7,847,035 955,630 1,717,364 1,592,439 411,486
Loans issued (356,514) (523,994) (400,751) (145,148)
Benefit payments (1,111,628) (951,107) (1,540,636) (1,254,854) (870,700)
Interest expense (7,834,907)
Administrative expenses (8,141) (10,856) (8,078) (2,929)
Net realized and
unrealized appreciation
(depreciation) in fair
value of investments (8,200,976) (2,189,171) 7,272,031 4,867,589
Interfund transfers (2,899,561) 560,084 (227,370) 332,309
-------------------------------------------------------------------------
Net assets at December 31, 1995 $ 24,138,869 $ 26,042,112 $ 32,588,993 $ 24,660,883 $ 6,841,459
============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Putnam Putnam
U.S. New Putnam Putnam
Government Opportunities Loan Global
Income Trust Fund Fund Growth Fund Total
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets at December 31, 1994 $ 5,029,367 $ - $ 2,140,901 $ 1,774,290 $114,940,543
Add: Contribution from employer 994,672
Contributions from employees 698,408 280,657 479,210 10,689,507
Loan repayments from
employees 56,379 16,610 (1,151,867) 47,097 -
Investment income 368,821 167,989 101,102 13,161,866
Loans issued (71,642) (3,324) 1,524,518 (23,145) -
Benefit payments (368,951) (718) (75,780) (151,385) (6,325,759)
Interest expense (7,834,907)
Administrative expenses (1,918) (603) (32,525)
Net realized and
unrealized appreciation
(depreciation) in fair
value of investments 406,482 208,140 127,130 2,491,225
Interfund transfers (548,187) 3,223,152 (440,427) -
---------------------------------------------------------------------------
Net assets at December 31, 1995 $ 5,568,759 $3,724,517 $ 2,605,761 $ 1,913,269 $128,084,622
==============================================================================================================
</TABLE>
There were 2,987 active participants in the Plan at December 31, 1995.
10
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<TABLE>
<CAPTION>
Putnam Putnam Fund Putnam
Voyager for Growth Money
ESOP Fund Stock Fund Fund and Income Market Fund
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets at January 1, 1994 $ 32,419,423 $ 27,785,773 $ 18,749,914 $ 16,491,040 $ 5,373,675
Add: Contributions from employer 491,664
Contributions from employees 2,731,053 3,542,602 2,517,962 554,771
Loan repayments from
employees 280,998 235,307 190,559 44,884
Investment income 7,907,931 918,875 871,675 1,050,810 222,669
Loans issued (489,297) (369,087) (233,920) (152,673)
Benefit payments (1,077,002) (1,057,132) (966,925) (1,197,233) (1,166,826)
Interest expense (7,896,853)
Administrative expenses (12,178) (12,625) (9,315) (3,452)
Net realized and
unrealized (depreciation)
appreciation in fair
value of investments 599,510 221,134 (761,878) (1,099,306)
Interfund transfers (1,491,357) (309,941) (391,470) 1,492,226
----------------------------------------------------------------------
Net assets at December 31, 1994 $ 32,444,673 $ 28,887,869 $ 20,979,042 $ 17,319,127 $ 6,365,274
===========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Putnam
U.S. Putnam Putnam
Government Loan Global
Income Trust Fund Growth Fund Total
----------------------------------------------------------
<S> <C> <C> <C> <C>
Net assets at January 1, 1994 $ 5,900,189 $ 1,609,943 $ - $108,329,957
Add: Contributions from employer 491,664
Contributions from employees 687,422 177,145 10,210,955
Loan repayments from
employees 59,339 (824,866) 13,779 -
Investment income 382,499 138,163 56,740 11,549,362
Loans issued (55,802) 1,308,092 (7,313) -
Benefit payments (483,915) (90,431) (28,508) (6,067,972)
Interest expense (7,896,853)
Administrative expenses (2,719) (246) (40,535)
Net realized and
unrealized (depreciation)
appreciation in fair
value of investments (525,536) (69,959) (1,636,035)
Interfund transfer (932,110) 1,632,652 -
-----------------------------------------------------------
Net assets at December 31, 1994 $ 5,029,367 $ 2,140,901 $ 1,774,290 $114,940,543
==================================================================================================
</TABLE>
There were 3,157 active participants in the Plan at December 31, 1994
11
<PAGE>
Betz Laboratories, Inc. Employee Ownership and 401(k) Plan
Notes to Financial Statements (continued)
8. Subsequent Event
On March 11, 1996, the Company signed an agreement to acquire the Grace Dearborn
Business of W.R. Grace & Co. Company management does not believe this
acquisition will have an effect on the Plan's present or future ability to pay
benefits.
In connection with this acquisition, the Company announced that it will change
its name to BetzDearborn Inc.
12
<PAGE>
Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Par, or
or Similar Party Maturity Value Cost Market
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Preferred stock:
Betz Laboratories, Inc.*
Series A ESOP convertible
preferred stock 487,902 shares $ 97,580,400 $ 120,604,718
Common stock:
Betz Laboratories, Inc.* 629,212 shares 21,589,939 25,797,696
Mutual funds:
Putnam* Voyager Fund 2,110,236 units 24,759,585 32,181,112
Putnam* Fund for Growth and
Income 1,506,658 units 20,665,048 24,392,800
Putnam* Money Market Fund 6,775,829 units 6,775,829 6,775,829
Putnam* U.S. Government
Income Trust 417,192 units 5,537,996 5,502,763
Putnam* New Opportunities
Fund 98,370 units 3,426,394 3,634,804
Putnam* Loan Fund Participant loans; at
interest rates ranging from
8% to 10.5% 2,605,761 2,605,761
Putnam* Global Growth Fund 186,840 units 1,815,137 1,866,534
----------------------------------
Total mutual funds 65,585,750 76,959,603
----------------------------------
Total assets held for investment
purposes $ 184,756,089 $ 223,362,017
==================================
</TABLE>
* Indicates party-in-interest to the Plan.
13
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-40175) pertaining to the Betz Laboratories, Inc. Employee
Stock Ownership and 401(k) Plan and in the related Prospectus of our report
dated June 14, 1996, with respect to the financial statements and schedule
of the Betz Laboratories, Inc. Employee Stock Ownership and 401(k) Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1995.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
June 26, 1996
