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 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996.
[ ] 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
BETZDEARBORN INC. EMPLOYEE STOCK OWNERSHIP AND 401K PLAN
(Title of Plan)
BETZDEARBORN 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.
BETZDEARBORN INC.
By: /s/ William C. Brafford
----------------------------
William C. Brafford
Vice President, Secretary
and General Counsel
<PAGE>
Financial Statements and Schedule
BetzDearborn Inc. Employee Stock
Ownership and 401(k) Plan
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
<PAGE>
BetzDearborn Inc. Employee Stock
Ownership and 401(k) Plan
Financial Statements and Schedule
Years ended December 31, 1996 and 1995
Contents
Report of Independent Auditors..........................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits.........................2
Statements of Changes in Net Assets Available for Benefits..............3
Notes to Financial Statements...........................................4
Schedule
Assets Held for Investment Purposes.....................................12
<PAGE>
Report of Independent Auditors
Retirement Committee
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of the BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan as of December
31, 1996 and 1995, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 1996 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 1996
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the 1996 financial statements taken as a whole.
ERNST & YOUNG LLP
June 2, 1997
1
<PAGE>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1996 1995
------------ ------------
<S> <C> <C>
Assets
Investments:
Series A ESOP Convertible Preferred Stock
of BetzDearborn Inc. $162,398,524 $120,604,718
Common Stock--BetzDearborn Inc. 31,880,666 25,797,696
Putnam Voyager Fund 38,799,167 32,181,112
Putnam Fund for Growth and Income 30,887,194 24,392,800
Putnam New Opportunities Fund 10,462,397 3,634,804
Putnam Money Market Fund 8,775,990 6,775,829
Putnam U.S. Government Income Trust 5,673,604 5,502,763
Putnam Global Growth Fund 4,171,205 1,866,534
Putnam Loan Fund 2,880,805 2,605,761
------------ ------------
295,929,552 223,362,017
Contribution receivable 277,420 1,419,095
Cash 75,916 63,417
------------ ------------
Total assets 296,282,888 224,844,529
Liabilities
Accrued interest payable 272,493 259,907
Loan payable 95,500,000 96,500,000
------------ ------------
Total liabilities 95,772,493 96,759,907
------------ ------------
Net assets available for benefits $200,510,395 $128,084,622
============ ============
</TABLE>
See accompanying notes.
2
<PAGE>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
1996 1995
------------ ------------
Additions:
Contributions from employer $ 1,240,509 $ 994,672
Contributions from employees 15,687,411 10,689,507
Interest and dividend income 15,079,970 13,161,866
------------ ------------
32,007,890 24,846,045
Deductions:
Benefit payments 10,234,761 6,325,759
Interest expense 7,987,126 7,834,907
Administrative expenses 28,569 32,525
------------ ------------
18,250,456 14,193,191
------------ ------------
13,757,434 10,652,854
Net realized and unrealized appreciation
in fair value of investments 58,668,339 2,491,225
------------ ------------
Net additions 72,425,773 13,144,079
Net assets available for benefits
at beginning of year 128,084,622 114,940,543
------------ ------------
Net assets available for benefits
at end of year $200,510,395 $128,084,622
============ ============
See accompanying notes.
3
<PAGE>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements
December 31, 1996
1. Significant Accounting Policies
Valuation of Investments
Series A ESOP Convertible Preferred Stock of BetzDearborn Inc. is stated at
aggregate current value as determined by an independent securities appraisal
company. Marketable securities and investments in various mutual funds are
stated at aggregate fair value as determined from quoted market prices. The
change in the difference between current fair values and the cost of investments
and realized gains and losses on sales of investments is reflected in the
statement of changes in net assets available for benefits as net realized and
unrealized appreciation 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 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan ("Plan") is a
defined contribution plan, which covers substantially all domestic employees of
BetzDearborn Inc. (the "Company") who have attained age 21. On June 28, 1996,
Betz Laboratories, Inc. acquired the Dearborn operations from W.R. Grace and
formally changed its name to BetzDearborn Inc. As of the closing date, all
domestic employees of Dearborn were given full credit in The Plan for service
with W.R. Grace for purposes of eligibility and vesting.
Under the 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
BetzDearborn Inc. Convertible Preferred Stock.
4
<PAGE>
BetzDearborn 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 and dividends, 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 1996 and 1995, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in fair value as
follows:
<TABLE>
<CAPTION>
Net Appreciation
(Depreciation)
in Fair Value Fair Value at
During Year End of Year
------------ ------------
<S> <C> <C>
Year ended December 31, 1996
Series A ESOP Convertible Preferred Stock
of BetzDearborn Inc. $ 43,692,268 $162,398,524
Common Stock--BetzDearborn Inc. 10,209,780 31,880,666
Putnam Voyager Fund 1,702,565 38,799,167
Putnam Fund for Growth and Income 2,801,333 30,887,194
Putnam Money Market Fund -- 8,775,990
Putnam U.S. Government Income Trust (156,899) 5,673,604
Putnam New Opportunities Fund 250,952 10,462,397
Putnam Loan Fund -- 2,880,805
Putnam Global Growth Fund 168,340 4,171,205
------------ ------------
$ 58,668,339 $295,929,552
============ ============
</TABLE>
5
<PAGE>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
<TABLE>
<CAPTION>
Net Appreciation
(Depreciation)
in Fair Value Fair Value at
During Year End of Year
------------ ------------
<S> <C> <C>
Year ended December 31, 1995
Series A ESOP Convertible Preferred Stock
of BetzDearborn Inc. $(8,200,976) $120,604,718
Common Stock--BetzDearborn 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
============ ============
</TABLE>
4. ESOP Loan, Company Loan Guarantee and Employer Contributions
The ESOP loan is secured by the unallocated shares of BetzDearborn Inc. Series A
ESOP Convertible Preferred Stock and is guaranteed by the Company. At December
31, 1996, the Plan held 359,869 unallocated shares of the Preferred Stock with a
fair value of $121,444,991. 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% from January 1, 1995 to June 28, 1996 and 8.56% from June
29, 1996 to December 31, 1996. Debt service contributions paid to the ESOP
during 1996 and 1995 totaled $8,974,540 and $8,837,600, respectively, including
Preferred Stock dividends of $7,746,617 and $7,840,235, respectively. An
additional contribution of $272,493 has been accrued by the Plan and is included
in the contribution receivable recorded at December 31, 1996.
The ESOP loan matures on June 19, 2009 and requires principal payments of
$1,000,000 in each of the years 1997 through 1999, $1,500,000 in 2000,
$2,500,000 in 2001, and $88,500,000 thereafter. The Company is obligated to
maintain certain financial ratios and meet certain net worth and indebtedness
tests.
6
<PAGE>
BetzDearborn 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 $62,466 and $99,156 in 1996 and 1995, 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>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
7. Investment Programs
The amount of net assets at December 31, 1996 and 1995, and the changes in net
assets for the years then ended, were allocated to the separate investment
programs as follows:
<TABLE>
<CAPTION>
Putnam
Putnam Putnam Fund New
Voyager for Growth Opportunities
1996 ESOP Fund Stock Fund Fund and Income Fund
---- --------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
ESOP preferred stock--
BetzDearborn Inc. $162,398,524 $ -- $ -- $ -- $ --
Common stock--BetzDearborn Inc. 31,880,666
Putnam Voyager Fund 38,799,167
Putnam Fund for Growth
and Income 30,887,194
Putnam New Opportunities Fund 10,462,397
Putnam Money Market Fund
Putnam U.S. Government
Income Trust
Putnam Global Growth Fund
Putnam Loan Fund
Contribution receivable 272,493 4,927
Cash 43,386 32,530
------------ ----------- ----------- ----------- -----------
Total assets 162,714,403 31,913,196 38,799,167 30,892,121 10,462,397
Liabilities
Accrued interest payable 272,493
Loan payable 95,500,000
------------ ----------- ----------- ----------- -----------
Net assets $ 66,941,910 $31,913,196 $38,799,167 $30,892,121 $10,462,397
============ =========== =========== =========== ===========
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Putnam Putnam
Putnam U.S. Global Putnam
Money Government Growth Loan
1996 Market Fund Income Trust Fund Fund Total
---- ------------ ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
ESOP preferred stock--
BetzDearborn Inc. $ -- $ -- $ -- $ -- $162,398,524
Common stock--BetzDearborn Inc. 31,880,666
Putnam Voyager Fund 38,799,167
Putnam Fund for Growth
and Income 30,887,194
Putnam New Opportunities Fund 10,462,397
Putnam Money Market Fund 8,775,990 8,775,990
Putnam U.S. Government
Income Trust 5,673,604 5,673,604
Putnam Global Growth Fund 4,171,205 4,171,205
Putnam Loan Fund 2,880,805 2,880,805
Contribution receivable 277,420
Cash 75,916
---------- ---------- ---------- ---------- ------------
Total assets 8,775,990 5,673,604 4,171,205 2,880,805 296,282,888
Liabilities
Accrued interest payable 272,493
Loan payable 95,500,000
---------- ---------- ---------- ---------- ------------
Net assets $8,775,990 $5,673,604 $4,171,205 $2,880,805 $200,510,395
========== ========== ========== ========== ============
</TABLE>
9
<PAGE>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<TABLE>
<CAPTION>
Putnam
Putnam Putnam Fund New
Voyager for Growth Opportunities
1995 ESOP Fund Stock Fund Fund and Income Fund
---- ------------ ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
ESOP preferred stock--
BetzDearborn Inc. $120,604,718 $ -- $ -- $ -- $ --
Common stock--BetzDearborn Inc. 25,797,696
Putnam Voyager Fund 32,181,112
Putnam Fund for Growth
and Income 24,392,800
Putnam Money Market Fund
Putnam U.S. Government
Income Trust
Putnam New Opportunities Fund 3,634,804
Putnam Loan Fund
Putnam Global Growth Fund
Contribution receivable 259,907 215,150 407,881 268,083 89,713
Cash 34,151 29,266
------------ ----------- ----------- ----------- ----------
Total assets 120,898,776 26,042,112 32,588,993 24,660,883 3,724,517
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 $3,724,517
============ =========== =========== =========== ==========
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Putnam Putnam
Putnam U.S. Global Putnam
Money Government Growth Loan
1995 Market Fund Income Trust Fund Fund Total
---- -------------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
ESOP preferred stock--
BetzDearborn Inc. $ -- $ -- $ -- $ -- $120,604,718
Common stock--BetzDearborn 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 6,775,829
Putnam U.S. Government
Income Trust 5,502,763 5,502,763
Putnam New Opportunities Fund 3,634,804
Putnam Loan Fund 2,605,761 2,605,761
Putnam Global Growth Fund 1,866,534 1,866,534
Contribution receivable 65,630 65,996 46,735 1,419,095
Cash 63,417
---------- ---------- ---------- ---------- ------------
Total assets 6,841,459 5,568,759 1,913,269 2,605,761 224,844,529
Liabilities
Accrued interest payable 259,907
Loan payable 96,500,000
---------- ---------- ---------- ---------- ------------
Net assets $6,841,459 $5,568,759 $1,913,269 $2,605,761 $128,084,622
========== ========== ========== ========== ============
</TABLE>
11
<PAGE>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<TABLE>
<CAPTION>
Putnam
Putnam Putnam Fund New
Voyager for Growth Opportunities
ESOP Fund Stock Fund Fund and Income Fund
----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net assets at December 31, 1995 $24,138,869 $26,042,112 $32,588,993 $24,660,883 $ 3,724,517
Add: Contributions from employer 1,240,509
Contributions from employees 2,067,193 4,580,354 3,310,813 2,724,938
Loan repayments from employees 291,098 489,647 308,256 180,306
Investment income 7,755,852 891,360 2,463,929 2,622,029 80,640
Loans issued (368,434) (536,554) (366,682) (132,707)
Benefit payments (1,898,462) (1,848,448) (2,286,177) (2,031,731) (400,926)
Interest expense (7,987,126)
Administrative expenses (5,655) (9,006) (6,982) (2,009)
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 43,692,268 10,209,780 1,702,565 2,801,333 250,952
Interfund transfers (5,365,810) (194,584) (405,798) 4,036,686
----------- ----------- ----------- ----------- -----------
Net assets at December 31, 1996 $66,941,910 $31,913,196 $38,799,167 $30,892,121 $10,462,397
=========== =========== =========== =========== ===========
</TABLE>
There were 3,820 active participants in the Plan at December 31, 1996.
12
<PAGE>
<TABLE>
<CAPTION>
Putnam
Putnam U.S. Putnam Putnam
Money Government Global Loan
Market Fund Income Trust Growth Fund Fund Total
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets at December 31, 1995 $ 6,841,459 $5,568,759 $1,913,269 $ 2,605,761 $128,084,622
Add: Contributions from employer 1,240,509
Contributions from employees 983,043 925,827 1,095,243 15,687,411
Loan repayments from employees 91,957 57,434 51,894 (1,470,592) -
Investment income 371,269 355,678 291,208 248,005 15,079,970
Loans issued (130,214) (116,428) (68,272) 1,719,291 -
Benefit payments (1,068,066) (319,398) (159,893) (221,660) (10,234,761)
Interest expense (7,987,126)
Administrative expenses (2,503) (1,536) (878) (28,569)
Net realized and unrealized
appreciation (depreciation)
in fair value of investments (156,899) 168,340 58,668,339
Interfund transfers 1,689,045 (639,833) 880,294 -
----------- ---------- ---------- ------------ ------------
Net assets at December 31, 1996 $ 8,775,990 $5,673,604 $4,171,205 $ 2,880,805 $200,510,395
=========== ========== ========== ============ ============
</TABLE>
13
<PAGE>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<TABLE>
<CAPTION>
Putnam
Putnam Putnam Fund New
Voyager for Growth Opportunities
ESOP Fund Stock Fund Fund and Income Fund
----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Net assets at January 1, 1995 $32,444,673 $28,887,869 $20,979,042 $17,319,127 $ --
Add: Contributions from employer 994,672
Contributions from employees 2,282,573 3,765,015 2,524,811 280,657
Loan repayments from employees 320,534 370,943 247,970 16,610
Investment income 7,847,035 955,630 1,717,364 1,592,439
Loans issued (356,514) (523,994) (400,751) (3,324)
Benefit payments (1,111,628) (951,107) (1,540,636) (1,254,854) (718)
Interest expense (7,834,907)
Administrative expenses (8,141) (10,856) (8,078)
Net realized and unrealized
appreciation (depreciation)
in fair value of investments (8,200,976) (2,189,171) 7,272,031 4,867,589 208,140
Interfund transfers (2,899,561) 560,084 (227,370) 3,223,152
----------- ----------- ----------- ----------- ----------
Net assets at December 31, 1995 $24,138,869 $26,042,112 $32,588,993 $24,660,883 $3,724,517
=========== =========== =========== =========== ==========
</TABLE>
14
There were 2,987 active participants in the Plan at December 31, 1995.
<PAGE>
<TABLE>
<CAPTION>
Putnam
Putnam U.S. Putnam Putnam
Money Governmen Global Loan
Market Fund Income Trust Growth Fund Fund Total
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets at January 1, 1995 $6,365,274 $5,029,367 $1,774,290 $ 2,140,901 $114,940,543
Add: Contributions from employer 994,672
Contributions from employees 658,833 698,408 479,210 10,689,507
Loan repayments from employees 92,334 56,379 47,097 (1,151,867) --
Investment income 411,486 368,821 101,102 167,989 13,161,866
Loans issued (145,148) (71,642) (23,145) 1,524,518 -
Benefit payments (870,700) (368,951) (151,385) (75,780) (6,325,759)
Interest expense (7,834,907)
Administrative expenses (2,929) (1,918) (603) (32,525)
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 406,482 127,130 2,491,225
Interfund transfers 332,309 (548,187) (440,427) --
---------- ---------- ---------- ----------- ------------
Net assets at December 31, 1995 $6,841,459 $5,568,759 $1,913,269 $ 2,605,761 $128,084,622
========== ========== ========== =========== ============
</TABLE>
15
<PAGE>
BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan
Assets Held for Investment Purposes
December 31, 1996
<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:
BetzDearborn Inc.
Series A ESOP Convertible
Preferred Stock* 481,223 shares $ 96,244,600 $162,398,524
Common stock:
BetzDearborn Inc.* 544,968 shares 19,531,052 31,880,666
Mutual funds:
Putnam* Voyager Fund 2,406,896 units 31,031,389 38,799,167
Putnam* Fund for Growth and
Income 1,714,050 units 25,212,419 30,887,194
Putnam* New Opportunities
Fund 257,504 units 10,177,801 10,462,397
Putnam* Money Market Fund 8,775,990 units 8,775,990 8,775,990
Putnam* U.S. Government
Income Trust 442,213 units 5,803,056 5,673,604
Putnam* Global Growth Fund 385,508 units 4,011,548 4,171,205
Putnam* Loan Fund Participant loans;
between 8% to 10.5% interest 2,880,805 2,880,805
------------ ------------
Total mutual funds 87,893,008 101,650,362
------------ ------------
Total assets held for investment
purposes $203,668,660 $295,929,552
============ ============
</TABLE>
*Indicates party-in-interest to the Plan.
16
