SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1995
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
COMARCO, Inc.
SAVINGS AND RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
COMARCO, Inc.
22800 Savi Ranch Parkway Suite 214
Yorba Linda, CA 92687
<PAGE>
Item 1: Changes in the Plan.
The Plan was restated in 1992 with an effective date of January 1, 1989, to
incorporate all amendments to the Plan as of that date. In January 1993, the
Plan was amended to change Weapons Support Division's Company contribution to
100% of an Employee's contribution up to 3%, and to change the Company's
contribution level for the restrictive COMARCO company stock from 150% to 100%.
The Plan was restated in 1994 with an effective date of January 1, 1989 to
incorporate all amendments to the Plan as of that date. The Plan received an IRS
determination letter incorporating all TRA-86 requirements on February 9, 1995.
Item 2: Changes in Investment Policy.
None.
Item 3: Contributions Under the Plan.
The Plan provides benefits to eligible employees. Employees who have three
months of service, are at least 20 1/2 years of age and who make basic
contributions may participate in the Plan. In 1994 the Company contributed 100%
of an Employee's contribution up to 3% of the Employee's eligible earnings.
Forfeitures of terminated participants non-vested accounts will be used to
offset plan expenses. In addition, the Company may, at its discretion, make an
additional contribution each year to the Plan.
Item 4: Participating Employees.
At December 31, 1995, approximately 458 employees were participants in the
Plan.
Item 5: Administration of the Plan.
(a) From January 1, 1986 to September 2, 1988
The Administration Committee:
Don M. Bailey
Vice President
Corporate Development
COMARCO, Inc.
160 South Old Springs Road
Anaheim, California 92808
Barbara A. Willey
Corporate Controller
COMARCO, Inc.
160 South Old Springs Road
Anaheim, California 92808
From January 1, 1986 to September 17, 1987
James C. Quibodeaux
Senior Vice President, Finance
COMARCO, Inc.
160 South Old Springs Road
Anaheim, California 92808
From September 17, 1987 to September 2, 1988
Peter McKane
Senior Vice President, Finance
COMARCO, Inc.
160 South Old Springs Road
Anaheim, California 92808
From September 2, 1988 to present
COMARCO, Inc.
22800 Savi Ranch Parkway, Suite 214
Yorba Linda, California 92687
(b) The Plan does not compensate the Plan Administrator.
Item 6: Custodian of Investments.
(a) The custodian of investments is SBS Trust Company. Its address is
201 North Walnut St. Suite 905, Wilmington, DE 19801.
(b) The total amount paid for trustee and cash management fees
by the Plan was $48,245, $23,628, and $29,340, during 1995,
1994, and 1993, respectively. The total amount of
compensation paid for management and recordkeeping fees for
the Plan was $14,200, $29,094, and $56,860, for the fiscal
years ended December 31, 1995, 1994, and 1993, respectively.
Item 7: Reports to Participating Employees.
Each year participants receive a Summary Annual Report and statements of
the total Plan benefits accrued and the nonforfeitable (vested) Plan benefits.
Item 8: Investment of Funds.
Inapplicable.
Item 9: Financial Statements and Exhibits.
(a) Financial Statements - As listed in the Index at Page 2.
(b) Exhibits - None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
COMARCO, Inc. SAVINGS AND
RETIREMENT PLAN
BY:
-----------------------------------
Don M. Bailey
President & Chief Executive Officer
COMARCO, Inc.
DATE: June 19, 1996
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS
(Including Supplemental Schedules)
December 31, 1995 and 1994
(With Independent Auditors' Report Thereon)
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
Page
----
Independent Auditors' Report 3
Statements of Net Assets Available for Plan Benefits
as of December 31, 1995 and 1994 4
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1995, 1994 and 1993 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULES
Schedule 1 - Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1995 13
Schedule 2 - Item 27d- Schedule of Reportable Transactions
Year Ended December 31, 1995 14
The additional schedules required under the Employee Retirement Income
Security Act of 1974 and regulations issued by the Department of Labor are not
presented because they are not applicable or are not a required disclosure.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
COMARCO, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the COMARCO, Inc. Savings and Retirement Plan (the "Plan") as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for plan benefits for each of the years in the three-year period ended
December 31, 1995. 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 as
of December 31, 1995 and 1994, and the changes in net assets available for plan
benefits for each of the years in the three-year period ended December 31, 1995,
in conformity with generally accepted accounting principles.
Our audits of the Plan's financial statements as of December 31, 1995 and 1994,
and for each of the years in the three-year period ended December 31, 1995 were
made for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedules of Assets Held for Investment
Purposes 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 supplemental schedules have been subjected to the
auditing procedures applied in the audits 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.
KPMG Peat Marwick LLP
McLean, Virginia
June 21, 1996
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995 and 1994
<TABLE>
1995 1994
---- ----
ASSETS
<S> <C> <C>
Cash and cash equivalents (Note 4) $ 167,000 $ 184,000
Employer contributions receivable 70,000 103,000
Employee contributions receivable - 74,000
Interest and dividends receivable 2,000 93,000
Investment in 187,351 shares in 1995 and
458,296 shares in 1994 of COMARCO common
stock, at fair value (Note 4) 2,717,000 3,838,000
Investment in mutual funds, at fair value (Note 4) 8,252,000 5,441,000
Investment in investment contracts,
at contract value (Note 4) 852,000 1,446,000
Participant Loans 218,000 --
----------- -----------
Total Assets 12,278,000 11,179,000
LIABILITIES
Fees payable (Note 6) 4,000 22,000
----------- -----------
Net assets available for Plan benefits $12,274,000 $11,157,000
=========== ===========
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31, 1995, 1994 and 1993
<TABLE>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net assets available for Plan benefits,
beginning of year $11,157,000 $ 9,276,000 $9,270,000
----------- ----------- ----------
Additions:
Contributions:
Employer Regular 599,000 566,000 542,000
Employer SCA - 4,000 28,000
Employee 1,498,000 1,156,000 1,089,000
Interest and dividends 164,000 324,000 386,000
Realized and unrealized appreciation
of investments (Note 4) 2,571,000 1,710,000 98,000
----------- ----------- ----------
Total additions 4,832,000 3,760,000 2,143,000
----------- ----------- ----------
Deductions:
Plan distributions 2,571,000 1,527,000 1,732,000
Realized and unrealized depreciation
of investments (Note 4) - 266,000 325,000
Administrative expenses (Note 6) 66,000 86,000 80,000
----------- ----------- ----------
Total deductions 2,637,000 1,879,000 2,137,000
----------- ----------- ----------
Transfer of shares to Employee Stock
Ownership Plan (Note 3) (1,078,000) - -
------------ ----------- ----------
Net assets available for Plan benefits,
end of year $12,274,000 $11,157,000 $9,276,000
=========== =========== ==========
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
1. Description of the Plan
The following description of the COMARCO, Inc. Savings and Retirement Plan
(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 plan covering substantially all
full-time employees of COMARCO, Inc. ("the Company" or "the Plan Sponsor")
who have three months of service and are age 20 1/2 or older. It is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). A restatement of the Plan agreement was completed on December 7,
1994 and incorporated all previous amendments. The Plan received an IRS
determination letter for the Plan document incorporating all TRA-86
requirements on February 9, 1995.
Contributions. Employee contributions to the Plan may range from 1% to 15%
of eligible earnings. In 1993, the Plan Sponsor adopted a plan amendment
effective January 1, 1993 which standardized the Company's matching
contribution to 100% of the first 3% of earnings by a participant. Service
Contract Act (SCA) contributions represent employer contributions of health
and welfare benefits as required for certain Company employees covered by
the SCA. The Company began making required SCA employee benefit payments in
cash in 1994, rather than as Plan contributions. All forfeitures of
terminated participants' non-vested accounts are used to offset Plan
expenses. In addition, the Company may, at its discretion, make an
additional contribution each year to the Plan.
Participant Accounts. Each participant's account is credited with the
participant's contribution and the Company's matching contribution plus
Plan earnings less Plan expenses not paid by the Company. 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.
Loans. Effective January 1, 1995, the Plan permits participants to obtain
loans from their account balances, subject to certain IRS limitations. The
loans are repaid over fixed time periods.
Vesting. Participants are vested at all times in their voluntary
contributions and, in certain circumstances, the matching Company
contributions plus actual earnings thereon. Company contributions generally
vest over a 7 year graded vesting schedule. Exceptions to this graded
vesting are the Company contributions which are invested in the Company's
Stock-100 Fund, as well as SCA contributions, which are immediately 100%
vested. (The Stock 100 Fund is no longer an investment option for the
participants).
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,
annual installments, or monthly annuity payments. Participants with accrued
benefits greater than $3,500 may elect to delay receiving benefits until
reaching age 65.
2. Significant Accounting Policies
Accounting Method - The Plan prepares its financial statements on the
accrual basis of accounting.
Reclassification - Certain prior year amounts have been reclassified to
conform to the 1995 presentation.
Investments - The Plan's investments are stated at fair value in the
accompanying statements of net assets available for plan benefits except
for its investment in investment contracts, which are valued at their
respective contract values. Fair value is determined based on quoted market
prices. The difference between cost and fair value of investments is
recognized as a realized gain or loss at the date of disposition using the
first-in, first-out method. Purchases and dispositions are recorded on a
trade-date basis.
3. Employee Stock Option Plan
The assets of the Plan as of December 31, 1994 and 1993 include shares of
Company stock formerly held in the Company's Employee Stock Option Plan
("ESOP"), which were combined into the Savings and Retirement Plan. In 1995, the
Company received approval from the Internal Revenue Service to terminate the
ESOP, and consequently the former ESOP shares were transferred from the Savings
and Retirement Plan back to the ESOP.
4. Investments
All amounts contributed to the Plan have been deposited with the Funding Agent,
SBS Trust. Participant contributions to the Plan are made to one of the 7
investment options (Stable Value, Long Term Bond, Small Cap Growth, Large Cap
Growth, Large Cap Value, International, or Company Stock) as designated by the
participant. All investment options other than COMARCO shares are provided
through the Smith Barney TRAK program, and consist of fund shares. The Stable
Value option is a blend of individual investment contracts (purchased by COMARCO
and not yet matured) and the Consulting Group Capital Markets (CGCM) Stable
Value Fund. The average yields earned on guaranteed investment contracts for the
years ended December 31, 1995 and 1994 were 5.1% in each year.
The following table presents the fair values of investments. Investments that
represent 5% or more of the Plan's net assets are separately identified.
<PAGE>
4. Investments (continued)
<TABLE>
December 31, 1995 December 31, 1994
-------------------------------- -------------------------------
Identity of Party and Shares or Carrying Shares or Carrying
Description of Asset Principal Amount Amount Principal Amount Amount
- --------------------- ---------------- --------- ---------------- ---------
<S> <C> <C> <C> <C>
Cash and Cash Equivalents:
SBS Short Term
Investment Fund $ 167,000 $ --
Bank of America Short Term
Investment Fund -- 184,000
------------- -------
Total Cash and Cash Equivalents $ 167,000 $ 184,000
------------- -------------
Investments:
Guaranteed Investment Contracts:
Pacific Corinthian, 5.14%
due 10/31/97 -- 596,000
Other 852,000 850,000
------- -------------
Total Investment Contracts 852,000 1,446,000
------- -------------
Mutual Funds:
Phoenix Investment Growth Fund -- 60,000 1,172,000
Vanguard/Wellesley Income Fund -- 81,000 1,373,000
SBS TRUST GIC Income Fund 249,000 2,896,000
CGCM Small Cap Growth Fund 95,000 1,490,000 -- --
CGCM Large Cap Growth Fund 104,000 1,275,000 -- --
CGCM Large Cap Value Fund 151,000 1,652,000 -- --
CGCM International Fund 91,000 952,000 -- --
CGCM Long Term Bond 105,000 893,000 -- --
CGCM Stable Value Fund 226,000 1,990,000 -- --
------------- -------------
Total Mutual Funds 8,252,000 5,441,000
------------- -------------
Participant Loans 218,000 --
COMARCO common stock 187,000 2,717,000 458,000 3,838,000
------------- -------------
Total Investments $ 12,206,000 $ 10,909,000
============= =============
</TABLE>
<PAGE>
5. Changes in Net Assets by Investment Program.
The changes in net assets by investment program for the years ended December 31,
1993, 1994 and 1995 are as follows:
<TABLE>
Stable Value Equity Growth Balanced Stock Holding
Fund Fund Fund Fund Fund Total
------------ ------------- ---------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net assets available
for plan benefits
January 1, 1993 $4,702,000 $1,169,000 $ 361,000 $3,032,000 $ 6,000 $9,270,000
Additions:
Contributions:
Employer Regular 208,000 82,000 85,000 167,000 -- 542,000
Employer SCA 28,000 -- -- -- -- 28,000
Employee 444,000 207,000 231,000 207,000 -- 1,089,000
Interest & dividends 278,000 45,000 60,000 1,000 2,000 386,000
Realized & unrealized
appreciation of
investments -- 10,000 1,000 87,000 -- 98,000
Transfers between
Funds (273,000) (102,000) 329,000 (26,000) 72,000 --
Deductions:
Plan distributions 923,000 144,000 91,000 574,000 -- 1,732,000
Realized & unrealized
depreciation of
investments 9,000 4,000 -- 312,000 -- 325,000
Administrative
expenses 4,000 -- -- -- 76,000 80,000
---------- ---------- ---------- ---------- ------- ----------
Net assets available
for plan benefits
December 31, 1993 $4,451,000 $1,263,000 $ 976,000 $2,582,000 $ 4,000 $9,276,000
========== ========== ========== ========== ======= ==========
</TABLE>
<PAGE>
5. Changes in Net Assets by Investment Program (continued)
<TABLE>
Stable Value Equity Growth Balanced Stock Holding
Fund Fund Fund Fund Fund Total
------------ ------------- ---------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net assets available
for plan benefits
January 1, 1994 $4,451,000 $1,263,000 $976,000 $2,582,000 $ 4,000 $9,276,000
Additions:
Contributions:
Employer 162,000 73,000 145,000 155,000 31,000 566,000
Employer SCA 4,000 -- -- -- -- 4,000
Employee 369,000 207,000 390,000 190,000 -- 1,156,000
Interest & dividends 157,000 66,000 101,000 -- -- 324,000
Realized & unrealized
appreciation of
investments 108,000 1,000 5,000 1,596,000 -- 1,710,000
Transfers between
Funds (61,000) (62,000) 146,000 (51,000) 28,000 --
Deductions:
Plan distributions 594,000 201,000 155,000 577,000 -- 1,527,000
Realized & unrealized
depreciation of
investments 13,000 82,000 156,000 15,000 -- 266,000
Administrative
expenses 9,000 -- -- -- 77,000 86,000
---------- ---------- ---------- ---------- ------- ----------
Net assets available
for plan benefits
December 31, 1994 $4,574,000 $1,265,000 $1,452,000 $3,880,000 ($14,000) $11,157,000
========== ========== ========== ========== ======== ===========
</TABLE>
<PAGE>
5. Changes in Net Assets by Investment Program (continued)
<TABLE>
Stable Value Equity Growth Balanced Stock Long Term
Fund Fund Fund Fund International Bond
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
January 1, 1995 $4,574,000 $1,265,000 $1,452,000 $3,880,000 --- ---
Additions:
Contributions:
Employer 101,000 --- --- 47,000 69,000 45,000
Employee 298,000 --- --- 108,000 207,000 141,000
Interest and dividends 44,000 --- --- 1,000 15,000 41,000
Realized and unrealized appreciation 138,000 --- --- 1,256,000 80,000 96,000
of investments
Transfer between funds (1,373,000) (1,230,000) (1,378,000) (944,000) 671,000 751,000
Deductions:
Plan distributions 940,000 35,000 74,000 553,000 88,000 178,000
Realized and unrealized depreciation
of investments --- --- --- --- --- ---
Administrative expenses --- --- --- --- 2,000 3,000
-------------------------------------------------------------------------------------
Subtotal $2,842,000 --- --- $3,795,000 $952,000 $893,000
Transfer of shares to Employee Stock
Ownership Plan (Note 3) --- --- --- (1,078,000) --- ---
-------------------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1995 $2,842,000 --- --- $2,717,000 $952,000 $893,000
=====================================================================================
</TABLE>
<PAGE>
5. Changes in Net Assets by Investment Program (table continued)
<TABLE>
Large Cap Large Cap Small Cap Participant Holding/
Growth Value Growth Notes Other Total
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for plan benefits
January 1, 1995 --- --- --- --- ($14,000) $11,157,000
Additions:
Contributions:
Employer 69,000 71,000 99,000 --- 98,000 599,000
Employee 213,000 232,000 299,000 --- --- 1,498,000
Interest and dividends 6,000 36,000 --- 8,000 13,000 164,000
Realized and unrealized appreciation 266,000 343,000 392,000 --- --- 2,571,000
of investments
Transfer between funds 936,000 1,225,000 927,000 210,000 205,000 ---
Deductions:
Plan distributions 212,000 251,000 223,000 --- 17,000 2,571,000
Realized and unrealized depreciation
of investments --- --- --- --- --- ---
Administrative expenses 3,000 4,000 4,000 --- 50,000 66,000
-------------------------------------------------------------------------------------
Subtotal $1,275,000 $1,652,000 $1,490,000 $218,000 $235,000 $13,352,000
Transfer of shares to Employee Stock
Ownership Plan (Note 3) --- --- --- --- --- (1,078,000)
-------------------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1995 $1,275,000 $1,652,000 $1,490,000 $218,000 $235,000 $12,274,000
=====================================================================================
</TABLE>
<PAGE>
6. Expenses of the Plan
The Plan provides that all reasonable expenses for custodial costs and fees
incurred for the benefit of the Plan are to be paid by the Plan to the extent
they are not paid by the Company. Total Plan expenses of approximately $66,000,
$86,000 and $80,000 in 1995, 1994 and 1993 respectively, were paid by the Plan.
Plan expenses accrued as of December 31, 1995 and 1994 are $4,000 and $22,000,
respectively.
7.Plan Distributions
Partial distributions are made to participants who withdraw from the Plan before
the final accounting for the plan year is completed. Amounts payable to
participants who have withdrawn were estimated to be approximately $200,000 and
$500,000 at December 31, 1995 and 1994, respectively.
8.Income Tax Status
The Internal Revenue Service (IRS) has issued a determination letter that the
Plan, as amended in 1994, constitutes a qualified plan under Section 401(a) of
the Internal Revenue Code and that the Trust is exempt from Federal income taxes
under the provisions of Section 501(a).
9.Plan Termination
The Company intends to continue the plan indefinitely, but reserves the right at
any time to terminate it by the adoption or execution of appropriate
resolutions. Upon termination of the Plan, a participant's fund share shall
become 100% vested and shall become payable in accordance with the "payment of
benefits" article of the Plan.
10. Form 5500
The Form 5500 annual reports show benefits payable to terminated and in-service
participants as a liability. This liability amounts to approximately $200,000
and $500,000 at December 31, 1995 and 1994, respectively, which includes amounts
payable to in-service employees of approximately none and $20,000, respectively.
These benefits payable to plan participants are disclosed as components of net
assets available for benefits for terminated and continuing participants rather
than as a liability of the Plan in these financial statements.
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1995
<TABLE>
Identity of issue, Description of investment
borrower, lessor including maturity date, market Fair
or similar party quote, and rate of interest Cost Value
- ------------------ --------------------------------------------- --------- ---------
<S> <C> <C> <C>
SBS TRUST Short Term Investment Fund 167,835 167,835
CGCM Consulting Group Cap Mkts Fund 104,777 shares 817,596 892,703
of Long Term Bond Investments Fund
CGCM Consulting Group Cap Mkts Fund 150,600 shares 1,368,150 1,652,079
of Large Cap Value Equity Investments Fund
CGCM Consulting Group Cap Mkts Fund 91,456 shares 905,723 952,054
of International Equity Investments Fund
CGCM Consulting Group Cap Mkts Fund 104,100 shares 1,093,073 1,275,228
of Large Cap Growth Equity Investments Fund
CGCM Consulting Group Cap Mkts Fund 94,597 shares 1,364,805 1,489,906
of Small Cap Growth Equity Investments Fund
CGCM Consulting Group Cap Mkts Fund 225,870 shares 1,896,318 1,989,918
of Stable Value Investments Fund
COMARCO, Inc.* COMARCO, Inc. common stock 1,150,949 2,716,590
187,351 shares, quote 14.50
Integrity Life Integrity Life 193,074 193,074
Guaranteed Investment Contract,
5.15%, due 10/25/96
Pacific Corinthian Pacific Corinthian 135,831 135,831
Guaranteed Investment Contract,
5.14%, due 12/31/16
Pacific Corinthian Pacific Corinthian 423,515 423,515
Guaranteed Investment Contract,
5.14%, due 12/31/16
Pacific Corinthian Pacific Corinthian 99,261 99,261
Guaranteed Investment Contract,
5.14%, due 12/31/16
SBS TRUST Participant Loans 217,729 217,729
COMARCO, Inc.
Various dates and rates of 9% to 10%
--------- ----------
9,833,859 12,205,723
========= ==========
</TABLE>
*COMARCO, Inc. is a party in interest to the Plan.
<PAGE>
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
<TABLE>
Cost of Asset
Identity of Party Purchase Selling Cost of on Transaction Net Gain
Involved Description of Asset Price Price Asset Date or (Loss)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Purchases:
Smith Barney Trust RDA Cash Reserve Account 12,323,321 --- 12,323,321 12,323,321 ---
Smith Barney Trust CGCM Small Cap Growth Fund 1,602,913 --- 1,602,913 1,602,913 ---
Smith Barney Trust CGCM Large Cap Growth Fund 1,294,172 --- 1,294,172 1,294,172 ---
Smith Barney Trust CGCM Large Cap Value Fund 1,590,089 --- 1,590,089 1,590,089 ---
Smith Barney Trust CGCM International Fund 1,072,012 --- 1,072,012 1,072,012 ---
Smith Barney Trust CGCM Long Term Bond Fund 1,015,892 --- 1,015,892 1,015,892 ---
Smith Barney Trust CGCM Stable Value Fund 3,115,146 --- 3,115,146 3,115,146 ---
Sales:
Bank of America The Phoenix Growth Series --- 1,225,145 1,350,700 1,225,145 (125,555)
Bank of America SBS Trust GIC Income Fund 4 --- 3,003,548 2,904,478 3,003,548 99,070
Bank of America Vanguard/Wellesley Income Fund, Inc. --- 1,372,310 1,499,469 1,372,310 (127,159)
Smith Barney Trust RDA Cash Reserve Account --- 12,162,496 12,162,496 12,162,496 ---
Smith Barney Trust Pacific Corinthian GIC --- 596,000 596,000 596,000 ---
Smith Barney Trust CGCM Stable Value Fund --- 1,268,863 1,218,828 1,268,863 50,035
Smith Barney Trust COMARCO Stock --- 1,227,220 649,175 1,227,220 578,045
</TABLE>
This schedule of reportable transaction represents a series of transactions
involving the same issue during the year ended December 31, 1995, which amounts
in the aggregate to more than 5 percent ($558,000) of the fair value of total
plan assets as of January 1, 1995.
