SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT of
1934 (FEE REQUIRED) for the fiscal year ended July 31, 1998 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
of 1934 (NO FEE REQUIRED) for the transition period from ______ to ______
COMMISSION FILE NUMBER 1-7891
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DONALDSON COMPANY, INC.
1400 WEST 94TH STREET
MINNEAPOLIS, MINNESOTA 55431
<PAGE>
AUDITED FINANCIAL STATEMENTS
DONALDSON COMPANY, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
YEARS ENDED JULY 31, 1998 AND 1997
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Audited Financial Statements
Years ended July 31, 1998 and 1997
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................................................6
Item 27(a)--Schedule of Assets Held for Investment Purposes.................11
Item 27(b)--Schedule of Loans or Fixed Income Obligations in Default .......12
Item 27(d)--Schedule of Reportable Transactions.............................13
<PAGE>
Report of Independent Auditors
Administrative Committee
Donaldson Company, Inc.
Employees' Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Donaldson Company, Inc. Employees' Retirement Savings Plan as of July 31,
1998 and 1997, 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 July
31, 1998 and 1997, 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 made 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 and schedule of loans or fixed income obligations
in default as of July 31, 1998 and schedule of reportable transactions for the
year then ended are 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 are not a required part of the basic
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1998 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1998 financial statements taken as a whole.
/s/Ernst & Young LLP
Minneapolis, Minnesota
January 20, 1999
1
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Statements of Net Assets Available for Benefits
JULY 31
1998 1997
---------------------------------
Employee contribution receivable $ - $ 308,03
Investments at fair value:
Interest bearing cash 213,941 -
Mutual funds 74,199,912 64,166,818
Donaldson stock 20,739,324 21,325,572
---------------------------------
Total investments 95,153,177 85,492,390
Participant loans 2,782,002 2,229,630
---------------------------------
Net assets available for benefits $97,935,179 $88,030,058
=================================
SEE ACCOMPANYING NOTES.
2
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Y E A R E N D E D
-----------------------------------------------------------------------------------------
FIDELITY MANAGEMENT AND RESEARCH COMPANY
-----------------------------------------------------------------------------------------
MANAGED
EQUITY INCOME
PURITAN MAGELLAN CONTRA INCOME OVERSEAS PORTFOLIO
FUND FUND FUND FUND FUND FUND
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contribution from employees $ 1,253 $ 1,665,113 $1,121,387 $ 2,515,241 $ 443,695 $ 1,769,051
Investment income 60 626,983 575,918 1,799,246 89,374 1,180,176
Loan repayments 94 150,070 92,426 284,000 35,066 240,981
Other - - - - - -
-----------------------------------------------------------------------------------------
1,407 2,442,166 1,789,731 4,598,487 568,135 3,190,208
Deductions:
Payments to participants - 636,902 274,342 2,002,353 31,210 1,875,882
Loan withdrawals - 207,438 93,883 482,569 32,595 360,053
Administration fees - 2,580 532 1,506 45 1,897
-----------------------------------------------------------------------------------------
- 846,920 368,757 2,486,428 63,850 2,237,832
Interfund transfers (net) 8,923 273,594 262,475 (281,436) (45,100) (4,909,342)
Realized/unrealized appreciation
(depreciation) of investments (232) 943,324 768,113 1,864,007 68,414 -
-----------------------------------------------------------------------------------------
Net increase (decrease) 10,098 2,812,164 2,451,562 3,694,630 527,599 (3,956,966)
Net assets available for benefits:
Beginning of year - 7,560,498 5,964,990 29,259,499 1,721,520 19,660,310
-----------------------------------------------------------------------------------------
End of year $10,098 $10,372,662 $8,416,552 $32,954,129 $2,249,119 $15,703,344
=========================================================================================
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
J U L Y 3 1, 1 9 9 8
- -----------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
MANAGED SCHRODER U.S.
INCOME SPARTAN U.S. SMALLER DONALDSON
PORTFOLIO II EQUITY COMPANIES STOCK UNALLOCATED LOAN
FUND FUND FUND FUND FUND FUND TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 134,846 $ 3,461 $ 1,868 $ 2,537,726 $(308,039) $ - $ 9,885,602
16,370 53 20 66,914 - - 4,355,114
22,868 175 77 409,914 - (1,235,671) -
- - - - 6,633 - 6,633
- ---------------------------------------------------------------------------------------------------------------------------------
174,084 3,689 1,965 3,014,554 (301,406) (1,235,671) 14,247,349
20,079 - - 948,983 - 120,482 5,910,233
2,671 - - 729,316 - (1,908,525) -
- - 4 12,560 - - 19,124
- ---------------------------------------------------------------------------------------------------------------------------------
22,750 - 4 1,690,859 - (1,788,043) 5,929,359
4,157,946 148,267 36,164 348,509 - - -
- (3,264) (2,089) (2,051,144) - - 1,587,129
- ---------------------------------------------------------------------------------------------------------------------------------
4,309,280 148,692 36,036 (378,940) (301,406) 552,372 9,905,121
- - - 21,325,572 308,039 2,229,630 88,030,058
- ---------------------------------------------------------------------------------------------------------------------------------
$4,309,280 $148,692 $36,036 $20,946,632 $ 6,633 $2,782,002 $97,935,179
=================================================================================================================================
</TABLE>
4
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED JULY 31, 1997
----------------------------------------------------------------------------------------
FIDELITY MANAGEMENT AND RESEARCH COMPANY
-----------------------------------------------------------------------
MANAGED
FIXED EQUITY INCOME
INCOME MAGELLAN CONTRA INCOME OVERSEAS PORTFOLIO
FUND FUND FUND FUND FUND FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contribution from employer $ - $ 15,641 $ 2,696 $ 7,844 $ 1,971 $ 13,370
Contribution from employees - 1,079,785 828,419 1,879,341 250,390 1,399,931
Investment income - 221,058 273,605 1,558,377 77,620 1,134,709
Loan repayments - 91,455 86,058 251,963 14,149 266,536
----------------------------------------------------------------------------------------
- 1,407,939 1,190,778 3,697,525 344,130 2,814,546
Deductions:
Payments to participants 1,483 124,850 166,351 1,104,536 54,629 1,532,033
Loan withdrawals 60,318 101,499 76,948 373,002 16,444 269,919
Administration fees - 1,380 617 1,682 12 1,183
----------------------------------------------------------------------------------------
61,801 227,729 243,916 1,479,220 71,085 1,803,135
Interfund transfers (net) (16,462,475) (16,767) 460,329 (114,118) 155,441 16,348,467
Realized/unrealized appreciation
(depreciation) of investments 35,797 1,949,029 1,342,244 7,472,142 289,781 -
----------------------------------------------------------------------------------------
Net (decrease) increase (16,488,479) 3,112,472 2,749,435 9,576,329 718,267 17,359,878
Net assets available for benefits:
Beginning of year 16,488,479 4,448,026 3,215,555 19,683,170 1,003,253 2,300,432
----------------------------------------------------------------------------------------
End of year $ - $7,560,498 $5,964,990 $29,259,499 $1,721,520 $19,660,310
========================================================================================
</TABLE>
(WIDE TABLE CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED JULY 31, 1997
------------------------------------------------------------
DONALDSON
STOCK UNALLOCATED LOAN
FUND FUND FUND TOTAL
------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Contribution from employer $ 14,615 $ - $ - $ 56,137
Contribution from employees 1,682,990 152,059 - 7,272,915
Investment income 50,930 - - 3,316,299
Loan repayments 216,483 - (926,644) -
------------------------------------------------------------
1,965,018 152,059 (926,644) 10,645,351
Deductions:
Payments to participants 670,112 - 138,296 3,792,290
Loan withdrawals 361,757 - (1,259,887) -
Administration fees 8,430 - - 13,304
------------------------------------------------------------
1,040,299 - (1,121,591) 3,805,594
Interfund transfers (net) (370,877) - - -
Realized/unrealized appreciation
(depreciation) of investments 8,324,618 - - 19,413,611
------------------------------------------------------------
Net (decrease) increase 8,878,460 152,059 194,947 26,253,368
Net assets available for benefits:
Beginning of year 12,447,112 155,980 2,034,683 61,776,690
------------------------------------------------------------
End of year $21,325,572 $308,039 $ 2,229,630 $88,030,058
============================================================
</TABLE>
5
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Notes to Financial Statements
July 31, 1998
1. SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING METHOD
The accounting records of the Plan are maintained on the accrual basis.
INVESTMENTS
Investments are recorded at fair value. Securities which are traded on a
national securities exchange are valued at the last reported sales price of the
year.
The change in the difference between fair value and the cost of investments is
reflected in the statement of changes in net assets available for benefits as
unrealized appreciation (depreciation) of investments.
The net gain (loss) on the sale of investments is the difference between the
proceeds received and the historical average cost of investments sold. For
purposes of complying with the Department of Labor's requirements for preparing
Form 5500, the Company determines net gain based on a revalued, rather than
historical, cost.
EXPENSES
Except for investment management fees, Donaldson Company, Inc. (the Plan's
sponsor) pays all Plan related expenses including legal, accounting and other
services.
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.
6
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
The Plan is a defined contribution plan sponsored by Donaldson Company, Inc. The
Plan allows employee contributions to the Plan through payroll deductions of 1%
to 12% of their salary. Employees are 100% vested in their accounts at all
times.
The Plan sponsor can elect to make employer contributions. In 1997, the
employees of the Rensselaer plant received an employee bonus that is a
percentage of the ratio of the participant income. The percentage is tied to the
performance of the Rensselaer plant. Participants are 100% vested at the time of
the contribution.
Amounts contributed to the Plan are invested in one of ten investment options.
Participants may choose between the following investment alternatives:
* MANAGED INCOME PORTFOLIO AND PORTFOLIO II: Monies are invested in a
portfolio of investments consisting primarily of investment contracts
offered by major insurance companies and other approved financial
institutions and in certain types of fixed income securities. A small
portion of the fund is invested in a money market fund to provide daily
liquidity. The fund's objective is to earn a competitive level of income
with preservation of capital. This investment option carries a
low-to-moderate level of investment risk.
* FIDELITY CONTRAFUND: Monies are invested mainly in U.S. and foreign
common stocks of companies that the fund's manager believes are
undervalued or out-of-favor. The fund generally focuses on companies
that are unpopular, but whose products show potential for improvement.
This investment option carries a high level of investment risk.
* FIDELITY MAGELLAN FUND: Monies are invested primarily in common stocks
of small, medium and large companies, both well-known and lesser-known,
with above average growth potential and a correspondingly higher level
of risk. This investment option carries a moderate-to-high level of
investment risk.
7
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
* FIDELITY OVERSEAS FUND: Monies are invested primarily in equity
securities of issuers whose principal activities are outside the U.S.
The fund expects to invest the majority of its assets in stocks but may
also invest in debt securities. The value of this fund can be affected
by the performance of foreign markets, the changing value of the
American dollar and foreign political events. This investment option
carries a high level of investment risk.
* FIDELITY PURITAN FUND: Monies are invested in high-yielding U.S. and
foreign securities, and common and preferred stocks and bonds of any
quality or maturity. This investment option carries a moderate level of
investment risk.
* FIDELITY EQUITY INCOME FUND: Monies are invested primarily in income
producing stocks, such as common and preferred stocks but may also
invest in bonds for income. The Fund generally avoids securities issued
by companies without proven earnings or credit. This investment option
carries a moderate-to-high level of investment risk.
* SPARTAN U.S. EQUITY INDEX FUND: Monies are invested primarily in the 500
companies that make up the S&P 500 and in other securities that are
based on the value of the index. The Fund's focus is on duplicating the
composition and performance of the index. This investment option carries
a moderate-to-high level of investment risk.
* SCHRODER U.S. SMALLER COMPANIES FUND: Monies are invested primarily in
U.S. companies that have, at the time of purchase, market
capitalizations of $1.5 billion or less. The Fund focuses on companies
with strong management that it believes can generate above-average
earnings growth and are selling at favorable prices in relation to book
values and earnings. The Fund invests primarily in common and preferred
stocks, securities convertible into common stocks. This investment
option carries a moderate-to-high level of investment risk.
* DONALDSON COMMON STOCK FUND: Monies are invested in the common stock of
Donaldson Company, Inc. This investment option is presented to provide
participants with the opportunity to invest in the future growth of the
Company.
8
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The changes in net assets of the Plan are allocated to the individual
participant's accounts daily as provided for in the Plan Agreement.
The Company has the right under the Plan agreement to terminate the Plan. In the
event of termination of the Plan, each participant is fully vested and the
assets of the Plan shall be distributed to the participants.
3. INVESTMENTS
The current value of individual investments that represent 5% or more of the
Plan's net assets is as follows:
<TABLE>
<CAPTION>
1998 1997
--------------------------------- ---------------------------------
UNITS OR CURRENT UNITS OR CURRENT
SHARES VALUE SHARES VALUE
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Common Stock of Donaldson Company,
Inc. (sponsor) 1,117,270 $20,739,324 1,375,843 $21,325,572
Fidelity Magellan Fund 95,328 10,372,662 76,609 7,560,498
Fidelity Contrafund 153,615 8,416,552 119,252 5,964,990
Fidelity Equity Income Fund 589,730 32,954,129 554,788 29,259,499
Fidelity Managed Income Portfolio Fund 15,703,344 15,703,344 19,660,310 19,660,310
</TABLE>
4. LOANS TO PARTICIPANTS
Under the Plan agreement, participants may borrow up to 50% of their account
balance or $50,000, whichever is less. At July 31, 1998 and 1997, $2,782,002 and
$2,229,630, respectively, of loans were outstanding at interest rates varying
from 10% to 7%.
9
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Internal Revenue Service issued a favorable determination letter dated
October 20, 1995 stating that the Plan, as amended, is qualified under Section
401(a) and is exempt from federal income taxes under Section 501(a) of the
Internal Revenue Code. Accordingly, no provision for income taxes has been
included in these financial statements. Once qualified, the Plan is required to
operate in conformity with the Code and ERISA to maintain its tax-exempt status.
The administrator is not aware of any course of action or series of events that
have occurred that might adversely affect the Plan's qualified status.
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan received $209,966 and $175,981 in Common Stock dividends from Donaldson
Company, Inc. for the years ended July 31, 1998 and 1997, respectively.
10
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Item 27(a)--Schedule of Assets Held for Investment Purposes
EIN: 41-0222640
Plan #: 007
July 31, 1998
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, CURRENT
BORROWER OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Fidelity Management Trust Company
Institutional Cash Portfolio 213,941 units $ 213,941 $ 213,941
*Donaldson Company, Inc. 11,117,270 shares of Common Stock 14,843,294 20,739,324
Fidelity Magellan Fund 95,328 units of participation 8,589,887 10,372,662
Fidelity Contrafund 153,615 units of participation 6,678,275 8,416,552
Fidelity Equity Income Fund 589,730 units of participation 21,674,810 32,954,129
Fidelity Overseas Fund 59,156 units of participation 1,906,241 2,249,119
Fidelity Managed Income Portfolio Fund 15,703,344 units of participation 15,703,344 15,703,344
Fidelity Puritan Fund 479 units of participation 10,328 10,098
Fidelity Managed Income Portfolio II Fund 4,309,280 units of participation 4,309,280 4,309,280
Spartan U.S. Equity Index Fund 3,712 units of participation 151,963 148,692
Schroder U.S. Smaller Companies Fund 2,619 units of participation 38,127 36,036
Participant loans Interest rates from 7% to 10% 0 2,782,002
-------------------------------
TOTAL ASSETS HELD FOR INVESTMENT $74,119,490 $97,935,179
===============================
</TABLE>
* Indicates party-in-interest.
11
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Item 27(b)--Schedule of Loans or Fixed Income Obligations in Default
EIN: 41-0222640
Plan #: 007
July 31, 1998
<TABLE>
<CAPTION>
ORIGINAL UNPAID DETAILED DESCRIPTION OF LOAN INCLUDING DATES OF
AMOUNT OF BALANCE AT MAKING AND MATURITY, INTEREST RATE, THE TYPE AMOUNT OVERDUE
IDENTITY OF OBLIGOR LOAN END OF YEAR AND VALUE OF COLLATERAL, ETC. PRINCIPAL INTEREST
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Steve Bol $3,100.00 $1,523.35 Date of loan 8/8/96, last payment due 8/24/99,
9.75% interest $229.40 $ -
Jesse Carter 4,500.00 2,624.07 Date of loan 11/24/95, last payment due 12/1/00,
9.75% interest 240.79 -
Allan Hibler 2,393.96 1,752.84 Date of loan 9/9/97, last payment due 3/24/99,
9.50% interest 560.32 -
George Hoelz 1,500.00 552.13 Date of loan 8/1/95, last payment due 7/1/99,
10% interest 107.16 -
Karen Newberry 7,000.00 6,787.64 Date of loan 12/15/97, last payment due 12/13/02,
9.50% interest 609.66 -
Jerry Tienter 9,733.71 7,157.81 Date of loan 8/20/96, last payment due 2/1/00,
9.75% interest 568.44 -
</TABLE>
12
<PAGE>
Donaldson Company, Inc.
Employees' Retirement Savings Plan
Item 27(d)--Schedule of Reportable Transactions
EIN: 41-0222640
Plan #: 007
Year ended July 31, 1998
<TABLE>
<CAPTION>
PURCHASE SELLING COST OF
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF BEGINNING PLAN ASSETS
Donaldson Company, Inc. Common Stock Purchased 611,359 shares of common stock in
243 transactions $11,018,955 $11,018,955
Sold 512,087 shares of common stock in
209 transactions $ 9,346,753 7,491,568
Fidelity Magellan Fund Purchased 45,944 units in 231 transactions 4,607,478 4,607,478
Sold 27,224 units in 182 transactions 2,738,638 2,489,886
Fidelity Contrafund Purchased 61,752 units in 208 transactions 3,071,291 3,071,291
Sold 27,389 units in 147 transactions 1,387,841 1,231,949
Fidelity Equity Income Fund Purchased 129,074 units in 242 transactions 6,980,132 6,980,132
Sold 94,131 units in 210 transactions 5,149,509 3,700,160
Fidelity Managed Income Portfolio Fund Purchased 11,565,399 units in 226 transactions 11,565,399 11,565,399
Sold 15,522,364 units in 211 transactions 15,522,364 15,522,364
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions in fiscal 1998.
(WIDE TABLE CONTINUED)
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
TRANSACTION NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET DATE GAIN
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF BEGINNING PLAN ASSETS
Donaldson Company, Inc. Common Stock Purchased 611,359 shares of common stock in
243 transactions $11,018,955
Sold 512,087 shares of common stock in
209 transactions 9,346,753 $1,855,185
Fidelity Magellan Fund Purchased 45,944 units in 231 transactions 4,607,478
Sold 27,224 units in 182 transactions 2,738,638 248,752
Fidelity Contrafund Purchased 61,752 units in 208 transactions 3,071,291
Sold 27,389 units in 147 transactions 1,387,841 155,892
Fidelity Equity Income Fund Purchased 129,074 units in 242 transactions 6,980,132
Sold 94,131 units in 210 transactions 5,149,509 1,449,349
Fidelity Managed Income Portfolio Fund Purchased 11,565,399 units in 226 transactions 11,565,399
Sold 15,522,364 units in 211 transactions 15,522,364 -
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions in fiscal 1998.
13
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
DONALDSON COMPANY, INC. EMPLOYEES'
RETIREMENT SAVINGS PLAN
(Name of Plan)
Date January 25, 1999 By: /s/ Norman C. Linnell
------------------------------ ------------------------------------
Norman C. Linnell
Secretary
<PAGE>
EXHIBIT INDEX
ANNUAL REPORT ON FORM 11-K
23 - Consent of Independent Auditors
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 2-90488) pertaining to the Donaldson Company, Inc. Employees'
Retirement Savings Plan and in the related Prospectus of our report dated
January 20, 1999, with respect to the financial statements and schedules of the
Donaldson Company, Inc. Employees' Retirement Savings Plan included in this
Annual Report (Form 11-K) for the year ended July 31, 1998.
/s/Ernst & Young LLP
Minneapolis, Minnesota
January 22, 1999
