SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/ X / Annual Report Pursuant to Section 15(d) of The Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1995
OR
/ / Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to ________
Commission file number 2-68923
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: DeSoto Stock Ownership Plus Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: DeSoto, Inc., 900 E.
Washington St., Joliet, IL 60433
PAGE 2
DeSOTO, INC.
THE DeSOTO STOCK OWNERSHIP PLUS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1995 AND 1994
EMPLOYER IDENTIFICATION NO. 36-1899490, PLAN NO. 004
TABLE OF CONTENTS
Page No.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 3
FINANCIAL STATEMENTS
Statements of Net Assets Available for
Plan Benefits - December 31, 1995 and 1994 4
Statements of Changes in Net Assets
Available for Plan Benefits - Years
Ended December 31, 1995 and 1994 5
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 6
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a - Schedule of Assets Held for
Investment Purposes - December 31, 1995 14
Schedule II: Item 27d - Schedule of Reportable
Transactions - Year Ended
December 31, 1995 15
PAGE 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of
the DeSoto Stock Ownership Plus Plan:
We have audited the accompanying statements of net assets available for
plan benefits of The DeSoto Stock Ownership Plus 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 and schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 the years then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules,
as listed in the accompanying table of contents, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statement of net assets available for plan benefits and
the statement of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present the
net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and fund
information 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.
Chicago, Illinois,
June 27, 1996
PAGE 4
THE DeSOTO STOCK OWNERSHIP PLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 AND 1994
<TABLE>
December 31, 1995
------------------------------------------------------------------------
Participant Directed
-------------------------------------------------------------
DeSoto, Inc. Money December 31,
Loan Stock Market Equity Bond Balanced 1994
Fund Fund Fund Fund Fund Fund Combined Combined
------- -------- --------- --------- -------- -------- ---------- ----------
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DUE FROM DeSOTO, INC. $ - $ 27,930 $ 9,656 $ 26,474 $ 7,548 $ 5,903 $ 77,511 $ 93,923
INTEREST RECEIVABLE - 9 2,372 6 2 4 2,393 2,938
LOANS RECEIVABLE 147,148 - - - - - 147,148 169,274
INVESTMENTS, AT MARKET - 91,930 486,944 972,699 126,973 93,037 1,771,583 1,651,983
-------- -------- -------- ---------- -------- ------- ---------- ----------
TOTAL ASSETS 147,148 119,869 498,972 999,179 134,523 98,944 1,998,635 1,918,118
TRANSFERS RECEIVABLE
(PAYABLE) - 786 (452) 1,226 (1,546) (14) - -
-------- -------- -------- ---------- -------- ------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $147,148 $120,655 $498,520 $1,000,405 $132,977 $98,930 $1,998,635 $1,918,118
======== ======== ======== ========== ======== ======= ========== ==========
The accompanying notes to financial statements and supplemental schedules are an
integral part of these statements.
</TABLE>
PAGE 5
THE DeSOTO STOCK OWNERSHIP PLUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
Year Ended December 31, 1995
------------------------------------------------------------------------
Participant Directed
--------------------------------------------------------------
DeSoto, Inc. Money December 31,
Loan Stock Market Equity Bond Balanced 1994
Fund Fund Fund Fund Fund Fund Combined Combined
-------- -------- -------- ---------- -------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, JANUARY 1 $169,274 $140,495 $674,165 $ 732,631 $132,371 $69,182 $1,918,118 $2,074,411
ADDITIONS:
Participants' net deposits (79,407) 49,539 43,540 139,629 51,854 35,747 240,902 402,873
Company contribution - 26,371 5,066 17,894 5,080 4,435 58,846 62,560
Loan interest income - 2,708 1,004 4,840 1,454 832 10,838 8,070
Interest income - 244 35,371 83 97 109 35,904 30,190
Net appreciation
depreciation) in market
value of investments - 25,481 - 297,568 9,220 16,733 349,002 (212,860)
-------- -------- -------- ---------- -------- ------- ---------- ----------
Total additions (79,407) 104,343 84,981 460,014 67,705 57,856 695,492 290,833
DEDUCTIONS:
Withdrawals by participants 57,281 (49,518) (283,027) (240,048) (51,697) (47,966) (614,975) (447,126)
-------- -------- -------- ---------- -------- -------- ---------- ----------
NET ADDITIONS (DEDUCTIONS) (22,126) 54,825 (198,046) 219,966 16,008 9,890 80,517 (156,293)
INTERFUND TRANSFERS - (74,665) 22,401 47,808 (15,402) 19,858 - -
-------- -------- -------- ---------- -------- ------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, DECEMBER 31 $147,148 $120,655 $498,520 $1,000,405 $132,977 $98,930 $1,998,635 $1,918,118
======== ======== ======== ========== ======== ======= ========== ==========
The accompanying notes to financial statements and supplemental schedules are an
integral part of these statements.
</TABLE>
PAGE 6
THE DeSOTO STOCK OWNERSHIP PLUS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1995 AND 1994
1. PLAN DESCRIPTION
The following description of the DeSoto Stock Ownership Plus
Plan and the related amendments ("the Plan") is provided for
general purposes only. Participants should refer to the
Plan agreement for a more complete description of the Plan's
provisions.
The DeSoto Stock Ownership Plus Plan was established January
1, 1972 to provide eligible employees of DeSoto, Inc. (the
"Company") the opportunity to make regular investments
through payroll deductions and acquire a proprietary
interest in the Company. In general, any full-time employee
of the Company may participate in the Plan except for
certain hourly rated employees. Prior to January 1, 1985,
funds from employee deposits and Company contributions were
used to purchase stock of the Company through private sales
or in the open market.
Effective January 1, 1985, the DeSoto Stock Ownership Plan
was amended, in part, to (i) increase employer contributions
to the Plan, (ii) enable the participants to determine in
which of the several investment funds described below their
deposits will be invested, and (iii) comply with the
requirements of Section 401(k) of the Internal Revenue Code.
As part of the amendments, the name of the Plan was changed
to The DeSoto Stock Ownership Plus Plan (the "Plan").
Effective January 1, 1987, the Plan was amended, in part, to
(i) permit Plan participants who are at least 55 years of
age to transfer all or a portion of their account balance
which is invested in the DeSoto Stock Fund to the Interest
Income Fund, and (ii) liberalize the provisions under which
participants may borrow money from the Plan.
Effective January 1, 1989, the Plan was amended, in part, to
(i) split the Interest Income Fund between a Money Market
Fund and Bond Fund; participants were required to allocate
the balance in their Interest Income Fund account between
the two funds (ii) ease restrictions on transfers between
investment funds, (iii) change the definition of valuation
date for purposes of valuing a participant's account, and
(iv) conform to certain changes in the Internal Revenue
Code.
The plan was amended, effective January 1, 1990, to permit
participants who terminated employment with the Company
during 1990 either (i) due to the Company's sale of a
division or location, or (ii) under circumstances which
permitted the participant to receive severance benefits
under the Company's severance program, to be credited with a
Company matching contribution determined as if the
participant was employed by the Company on December 31,
1990. Effective June 1, 1990, the plan was amended (i) to
require that Common Stock be distributed in kind to all
participants and beneficiaries who receive distributions
from the plan, and (ii) to modify the method in which Common
Stock is valued within a participant's account.
PAGE 7
Effective January 1, 1991, the plan was amended to permit
participants who terminated employment with the Company
during 1991 either (i) due to the Company's sale of a
division or location, or (ii) under circumstances which
permitted the participant to receive severance benefits
under the Company's severance program, to be credited with a
Company matching contribution determined as if the
participant was employed by the Company on December 31,
1991.
Effective October 1, 1994, the Plan was amended to permit
participation by any full-time employee as of the first day
of the month coincident with or immediately following their
date of hire. Company contributions allocated to a
participants account, however, do not vest until the
employee completes one year of continuous service.
Effective January 1, 1995, the Plan was amended to permit
participation by any full-time employee as of the first day
of the calendar quarter coincident with or immediately
following their date of hire. The Plan was further amended
as of January 1, 1995 to add a Balanced Fund which may be
invested in stocks, bonds, money markets and other
investment vehicles. In addition, the Plan was amended to
permit participants to invest the Company contribution
according to their direction; previously, Company
contributions were deposited in the DeSoto, Inc. Stock Fund.
The Company has established the DeSoto Stock Ownership Plus
Trust to implement and carry out the purposes of the Plan.
This Trust has been designated by the Company as part of the
Plan. The custodian of the Plan assets is Bank of America
Illinois. The Company acts as the Plan Administrator. The
Company pays substantially all of the Plan's administrative
costs.
Under the amended Plan, in general, each eligible
participant may elect to make before-tax deposits to the
Plan, equal to any whole percentage, from 2% to 10%, of
compensation. In addition, each participant may make
deposits to the Plan, in after-tax dollars, equal to any
whole percentage, from 1% to 10%, of compensation.
Participants' deposits are 100% vested. The Company
contributes to the Plan, in cash or Company common stock,
for the account of each employee who was a participant on
the last day of the year and of each employee (other than
one employed pursuant to a collective bargaining agreement)
whose participation terminated during the year on account of
death, disability or retirement, an amount equal to 30% of
such participant's before-tax deposits for such year of up
to 5% of compensation. Participants vest in their share of
the Company's contributions upon completion of one year of
continuous service. A participant may discontinue deposits
at any time without terminating participation in the Plan,
and may resume deposits as of any subsequent January 1.
Participant deposits and Company contributions may be
invested, at the election of each participant, in one or
more of the following investment funds maintained under the
amended DeSoto Stock Ownership Plus Trust.
I. The DeSoto, Inc. Stock Fund which is invested in
common stock of the Company to the extent reasonably
practical and in short-term income investments.
II. The Money Market Fund which is invested in
certificates of deposit, short-term income investments,
and money market mutual funds and other common or
collective investment vehicles.
PAGE 8
III. The Equity Fund which is invested in common and
preferred stock of corporations other than the Company
and its affiliates, short-term income investments, and
mutual funds and other common or collective investment
vehicles which invest primarily in equity securities.
IV. The Bond Fund which is invested in obligations issued
by the United States of America or an agency or
instrumentality thereof, bonds, debentures, and other
debt instruments of corporations other than the
Company and its affiliates, certificates of deposit,
short-term income investments, so-called guaranteed
interest and principal insurance contracts, and mutual
funds and other common or collective investment
vehicles which invest primarily in debt instruments.
In 1994 and 1995, this fund was invested solely in
guaranteed investment contracts.
V. The Balanced Fund is invested in stocks, bonds,
money markets and other investment vehicles. The
investments include a blend of common and preferred
stock of domestic and foreign corporations,
obligations issued by the United States of America or
an agency or instrumentality thereof, bonds,
debentures, other debt instruments of corporations,
certificates of deposit, securities issued by the U.S.
Government, U.S. dollar denominated obligations issued
by U.S. banks, U.S. dollar denominated commercial
paper and short-term corporate obligations, repurchase
agreements and other common or collective investment
vehicles which make such investments.
A Participant's eligibility to make contributions to the
Plan or receive an allocation of the Company contribution
ceases upon (i) termination of employment due to resignation
or dismissal, and (ii) complete withdrawal due to hardship
or in anticipation of retirement, as determined under the
terms of the Plan.
After termination of participation, the former participant
will receive payment of the number of full shares of Company
stock credited to the participant's account and an amount
equal to the value of the remaining portion of the account
not previously withdrawn, as of the date of termination. In
the case of a participant who terminates employment on
account of death, disability, or retirement, a share of the
Company contribution for the year of termination will also
be granted.
Under certain circumstances, at the complete discretion of
the Trustees of the DeSoto Stock Ownership Plus Trust,
participants may withdraw all or a portion of the value of
their account in the Plan prior to termination of
employment. In addition, under certain circumstances, the
Trustees may permit the Plan to make loans to participants.
The maximum amount of the loans, plus interest due thereon
over the term of the indebtedness, cannot be less than
$1,000 nor more than the lesser of $50,000 or one-half of
the participant's account balance at the time of the loan.
For purposes of the financial statements, a loan to a
participant is treated as an asset of the Loan Fund.
Loans to participants typically range from one to five years
in length. Loans to be used by the participant for the
purchase of a dwelling may be repaid over a maximum of ten
years. The rate of interest charged on a loan is equivalent
to the prime rate charged by Bank of America Illinois on the
rirst day of the calendar quarter during which the loan
application is approved. Loan repayments are made by
payroll deduction on a semi-monthly or weekly basis.
PAGE 9
Payments to a participant or beneficiary attributable to a
participant's sub-account in the Equity Fund, the Money
Market Fund, the Bond Fund and the Balanced Fund are made in
cash. Payments to a participant or beneficiary attributable
to a participant's sub-account in the DeSoto Stock, Inc.
Fund may be made, at the discretion of the Trustees, in
whole or in part in Company stock or in cash prior to June
1, 1990 and in Company stock thereafter pursuant to the June
1, 1990 Plan amendment.
2. ACCOUNTING POLICIES
- The financial statements are presented on the
accrual basis of accounting.
- Investments are valued at the closing market
price on the last day of the year. The Plan adopted
the provisions of AICPA Statement of Position 94-4
relating to investment contracts for the 1995 Plan
year. The adoption did not have a material effect on
the financial statements. Investments of the Bond
Fund are in the Bank of America GIC Fund and are
valued at market value. This Fund invests in fully
benefit-responsive investment contracts. These
contracts are valued at contract value which
approximates fair value. Under the terms of the
investment contracts, the interest rate may be fixed
or it may be a floating rate. The aggregate average
yield of the investment contracts for the year ended
December 31, 1995 was 6.6%. The aggregate interest
rate for the investment contracts as of December 31,
1995 was 6.6%.
- Net realized and unrealized gains and losses for
the period are reflected in the Statement of Changes
in Net Assets Available for Plan Benefits (see Note 5
of Notes to Financial Statements and Supplemental
Schedules). The net realized gain or loss is
calculated as the difference between proceeds
received and the fair value of investments on the
first day of the Plan year or the acquisition date if
purchased during the Plan year. Unrealized gain or
loss is calculated as the difference between fair
value at the end of the Plan year and the fair value
of investments at the beginning of the Plan year or
the acquisition date if purchased during the Plan
year.
- Investment purchases and sales are recorded on
the accrual basis.
- Interest and dividend income are recorded on the
accrual basis.
- The financial statements have been prepared
in accordance with generally accepted accounting
principles and necessarily include amounts based on
estimates and assumptions by management. Actual
results could differ from those estimates.
3. PRIORITIES UPON TERMINATION OF THE PLAN
Although the Company expects to continue the Plan
permanently, the Company may, at any time, terminate
the Plan. Upon termination, any unallocated income and
appreciation or depreciation in the current value of
the investments shall be allocated among the individual
accounts of the Plan participants. All participant
account balances will be distributed to participants
within a reasonable time after the date of termination.
PAGE 10
4. INVESTMENTS
Bank of America Illinois, custodian of the Plan assets, held the
Plan's investments and executed transactions therein. The fair
market values of individual assets that represent 5% or more of
the Plan's net assets as of December 31, 1995 and 1994 are as
follows:
<TABLE>
December 31
------------------------------------------------------
1995 1994
----------------------- ------------------------
Cost Market Value Cost Market Value
--------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
DeSoto, Inc. Stock Fund:
DeSoto, Inc. Common Stock $ 98,170 $ 89,061 $ 279,378 $ 140,075
Bank of America Short-Term
Investment Fund 2,869 2,869 - -
---------- ---------- ---------- ----------
Total DeSoto, Inc. Stock Fund 101,039 91,930 279,378 140,075
Money Market Fund:
Bank of America Short-Term
Investment Fund 486,944 486,944 599,244 599,244
Equity Fund:
Bank of America Equity Fund 749,615 968,890 778,684 758,173
Bank of America Short Term
Investment Fund 3,809 3,809 - -
---------- --------- ---------- ----------
Total Equity Fund 753,424 972,699 778,684 758,173
Bond Fund:
Bank of America GIC Fund 126,953 125,381 98,461 100,924
Bank of America Short-Term
Investment fund 1,592 1,592 - -
---------- ---------- ---------- ----------
Total Bond Fund 128,545 126,973 98,461 100,924
Balanced Fund:
Bank of America Balanced Fund 78,901 91,103 54,424 53,556
Bank of America Short-Term
Investment Fund 1,934 1,934 11 11
---------- ---------- ---------- ----------
Total Balanced Fund 80,835 93,037 54,435 53,567
---------- ---------- ---------- ----------
Total $1,550,787 $1,771,583 $1,810,202 $1,651,983
========== ========== ========== ==========
</TABLE>
PAGE 11
5. UNREALIZED AND REALIZED MARKET ACTIVITY
Year Ended December 31
1995 1994
DeSoto, Inc. Stock Fund:
Unrealized net (depreciation)
in fair market value of investments $ (9,109) $(139,303)
Net realized gain (loss) on sale of
investments 34,590 (78,015)
--------- ---------
Total 25,481 (217,318)
--------- ---------
Equity Fund:
Unrealized net appreciation (depreciation)
in fair market value of investments 219,275 (20,511)
Net realized gain on sale of
investments 78,293 21,166
--------- ---------
Total 297,568 655
--------- ---------
Bond Fund:
Unrealized net (depreciation) appreciation
in fair market value of investments (1,572) 2,463
Net realized gain on sale
of investments 10,792 2,588
--------- ---------
Total 9,220 5,051
--------- ---------
Balanced Fund:
Unrealized net appreciation (depreciation)
in fair market value of investments 12,202 (868)
Net realized gain (loss) on sale
of investments 4,531 (380)
--------- ---------
Total 16,733 (1,248)
--------- ---------
Total $ 349,002 $(212,860)
========= =========
Year Ended December 31
1995 1994
Unrealized market appreciation (depreciation) $220,796 $(158,219)
Realized market appreciation(depreciation) 128,206 (54,641)
-------- ---------
Total $349,002 $(212,860)
======== =========
PAGE 12
6. RECONCILIATION TO FORM 5500
As of December 31, 1995 and 1994, the Plan had $62,613 and $119,478,
respectively, of pending distributions to participants who elected to
withdraw from the operations and earnings of the Plan. These amounts
are recorded as a liability in the Plan's Form 5500; however, these
amounts are not recorded as a liability in the financial statements in
accordance with generally accepted accounting principles.
The following table reconciles net assets available for Plan benefits
per the financial statements to the Form 5500 as filed by the Company
for the years ended December 31, 1995 and 1994.
Net Assets Available
for Plan Benefits
December 31,
1995 1994
---- ----
Per financial statements $1,998,635 $1,918,118
Accrued benefit payments 62,613 119,478
---------- ----------
Per Form 5500 $1,936,022 $1,798,640
========== ==========
The following table reconciles withdrawals by participants per the
financial statements to the Form 5500 as filed by the Company for the
year ended December 31, 1995:
Withdrawals by participants
per the financial statements $ 614,975
Amounts allocated to withdrawing
participants at December 31, 1995 62,613
Reversal of amounts allocated to withdrawing
participants at December 31, 1994 (119,478)
----------
Per Form 5500 $ 558,110
==========
7. INTERNAL REVENUE SERVICE TAX STATUS
The plan obtained its latest determination letter on June 12, 1986, 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 the
determination letter. However, the plan administrator and the plan's
tax counsel believe that the plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, they believe that the plan was qualified and
the related trust was tax-exempt as of the financial statement date.
An application for determination was submitted to the Internal Revenue
Service on March 29, 1995.
PAGE 13
On June 27, 1996, the Company and Keystone Consolidated Industries, Inc.
announced that they have signed a definitive agreement, approved by their
respective Boards of Directors, providing for a merger of the two
companies, with DeSoto becoming a wholly-owned subsidiary of Keystone. The
proposed merger would involve an exchange of all of DeSoto's approximately
4.7 million shares of outstanding common stock for 3.5 million shares of
Keystone common stock, in a tax-free transaction, with DeSoto stockholders
receiving .7465 of a share of Keystone stock for each share of DeSoto
stock.
The merger is subject to certain conditions, including approval by the
shareholders of both companies, the requisite governmental review, and
Keystone's obtaining the additional financing necessary to consummate the
merger. The merger also provides a payment arrangement to DeSoto's
outstanding trade creditor obligations. Keystone's majority shareholder
and parties holding approximately 22% of DeSoto voting shares have entered
into agreements committing to vote for approval of the merger.
* * * * * *
PAGE 14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DeSOTO STOCK OWNERSHIP PLUS PLAN
(Name of Plan)
William Spier
------------------------------
William Spier, Trustee
June 27, 1996
- ------------------------------
Date
PAGE 15
SCHEDULE I
DeSOTO, INC.
DeSOTO STOCK OWNERSHIP PLUS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
EMPLOYER IDENTIFICATION NO. 36-1899490, PLAN NO. 004
<TABLE>
Identity of Issuer Description of Investment Cost Market Value
- ------------------ ------------------------- ---- ------------
<S> <C> <C> <C>
*DeSoto, Inc. Common Stock $ 98,170 $ 89,061
*Bank of America Short-Term
Investment Fund Cash Equivalents 497,148 497,148
*Bank of America Equity Fund Common Stock Fund 749,615 968,890
*Bank of America GIC Fund Guaranteed Investment Contracts 126,953 125,381
*Bank of America Balanced Fund Stocks, Bonds and
Money Market Instruments 78,901 91,103
Participant Loans Loans to Participants at
Prime Rate (lowest rate: 6.0%,
highest rate: 9.0%) - 147,148
---------- ----------
$1,550,787 $1,918,731
========== ==========
*Represents a party in interest transaction for the year ended December 31,
1995.
</TABLE>
PAGE 16
SCHEDULE II
DeSOTO, INC.
DeSOTO STOCK OWNERSHIP PLUS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
EMPLOYER IDENTIFICATION NO. 36-1899490, PLAN NO. 004
<TABLE>
Purchases Sales
---------------------- ----------------------------------------------
Number of Purchase Number of Selling Cost of Net Gain
Identity of Party Involved Description of Assets Transactions Price Transactions Price Assets (Loss)
- ---------------------------- --------------------- ------------ ------- ------------ ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
*Bank of America Equity Fund Common Stock 27 $ 240,146 23 $ 326,996 $ 248,703 $78,293
*Bank of America Short-Term
Investment Fund Cash Equivalents 211 1,169,033 133 1,271,141 1,271,141 -
*Bank of America GIC Fund Guaranteed Investment
Contracts 26 214,092 18 198,855 188,063 10,792
*DeSoto, Inc. Common Stock - - 14 161,167 126,577 34,590
*Represents a party in interest transaction for the year ended December 31,
1995.
</TABLE>
DeSOTO, INC. AND SUBSIDIARIES
EXHIBIT INDEX
1 - Consent of Arthur Andersen LLP
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the DeSoto,
Inc. previously filed Registration Statement File No. 2-68923.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 27, 1996
