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 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
-----------------------------
( ) 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 no. 1-4651
-------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Echlin Incentive and Savings Investment Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Echlin Inc.
100 Double Beach Road
Branford, Connecticut 06405
1
<PAGE>
<TABLE>
Echlin Incentive and Savings Investment Plan
Index
December 31, 1997
- ---------------------------------------------------------------------
<CAPTION>
Page
----
<S> <S>
I REQUIRED INFORMATION:
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . 4
Statements of Financial Condition . . . . . . . . . . . . . . . . . . . . 5-8
Statements of Income and Changes in Participants' Equity. . . . . . . . .9-12
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . 13-17
Schedule A - Schedule of Reportable Transactions. . . . . . . . . . . . . .18
II SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
III EXHIBIT A - Consent of Independent Accountants. . . . . . . . . . . . . . .20
</TABLE>
2
<PAGE>
Echlin Incentive and Savings Investment Plan
Financial Statements
December 31, 1997
- -------------------------------------------------------------------
3
<PAGE>
PRICE WATERHOUSE LLP [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator of the
Echlin Incentive and Savings Investment Plan
In our opinion, the accompanying statements of financial
condition and the related statements of income and changes in
participants' equity present fairly, in all material respects,
the net assets of the Echlin Incentive and Savings Investment
Plan at December 31, 1997 and 1996, and the changes in net assets
for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the plan's administrator; our responsibility is
to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
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, assessing the accounting principles used
and significant estimates made by the plan's administrator, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in Schedule A is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by ERISA. The Fund Information in the statements of financial
condition and the statements of income and changes in
participants' equity 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. Schedule A and the 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.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Stamford, Connecticut
April 22, 1998
4
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION (Page 1 of 2)
December 31, 1997
<CAPTION>
(000's omitted) Putnam Dodge Vanguard
Echlin Putnam New & Cox Index AIM
Stock Voyager Opportunities Balanced Trust 500 Constellation
Fund Fund Fund Fund Fund Fund
---------- ----------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair
value:
Mutual funds $ - $29,340 $15,813 $ 6,400 $10,093 $ 9,655
Stable value fund - - - - - -
Echlin Inc. common
stock 30,005 - - - - -
------- ------- ------- ----- ------ -------
Total investments 30,005 29,340 15,813 6,400 10,093 9,655
------- ------- ------- ----- ------ -------
Receivables:
Employee contributions - - - - - -
Employee loans - - - - - -
Echlin Inc.-employee
loan repayments - - - - - -
------- ------- ------- ------ ------ -------
Total receivables - - - - - -
------- ------- ------- ------ ------ -------
Total assets 30,005 29,340 15,813 6,400 10,093 9,655
------- ------- ------- ------ ------ -------
LIABILITIES
Employee withdrawals
payable - - - - - -
Other payables 93 18 36 6 9 23
------- ------- ------- ----- ------ -------
Total liabilities 93 18 36 6 9 23
------- ------- ------- ------ ------ -------
Net assets representing
participants' equity $29,912 $29,322 $15,777 $ 6,394 $10,084 $ 9,632
======= ======= ======= ====== ======= =======
See notes to financial statements.
</TABLE>
5
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION (Page 2 of 2)
December 31, 1997
<CAPTION>
(000's omitted) Templeton
Foreign Stable Employee
Equity Value Loan
Fund Fund Fund Total
-------- -------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair
value:
Mutual funds $4,054 $ - $ - $75,355
Stable value fund - 42,734 - 42,734
Echlin Inc. common
stock - - - 30,005
------ ------- ------- --------
Total investments 4,054 42,734 - 148,094
------ ------- ------- --------
Receivables:
Employee contributions - - - -
Employee loans - - 8,528 8,528
Echlin Inc.-employee
loan repayments - - - -
------ ------- ------- --------
Total receivables - - 8,528 8,528
------ ------- ------- --------
Total assets 4,054 42,734 8,528 156,622
------ ------- ------- --------
LIABILITIES
Employee withdrawals
payable - 903 - 903
Other payables 10 36 31 262
------ ------- ------- --------
Total liabilities 10 939 31 1,165
------ ------- ------- --------
Net assets representing
participants' equity $4,044 $41,795 $ 8,497 $155,457
====== ======= ======= ========
See notes to financial statements.
</TABLE>
6
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION (Page 1 of 2)
December 31, 1996
<CAPTION>
(000's omitted) Putnam Dodge Vanguard
Echlin Putnam New & Cox Index AIM
Stock Voyager Opportunities Balanced Trust 500 Constellation
Fund Fund Fund Fund Fund Fund
---------- ----------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair
value:
Mutual funds $ - $23,381 $13,880 $ 4,103 $4,881 $ 8,284
Stable value fund - - - - - -
Echlin Inc. common
stock 26,495 - - - - -
------- ------- ------- ----- ------ -------
Total investments 26,495 23,381 13,880 4,103 4,881 8,284
------- ------- ------- ----- ------ -------
Receivables:
Employee contributions 114 167 355 87 118 160
Employee loans - - - - - -
Echlin Inc.-employee
loan repayments - - - - - -
------- ------- ------- ------ ------ -------
Total receivables 114 167 355 87 118 160
------- ------- ------- ------ ------ -------
Total assets 26,609 23,548 14,235 4,190 4,999 8,444
------- ------- ------- ------ ------ -------
LIABILITIES
Employee withdrawals
payable 128 86 107 5 72 84
------- ------- ------- ----- ------ -------
Total liabilities 128 86 107 5 72 84
------- ------- ------- ------ ------ -------
Net assets representing
participants' equity $26,481 $23,462 $14,128 $ 4,185 $4,927 $ 8,360
======= ======= ======= ====== ====== =======
See notes to financial statements.
</TABLE>
7
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION (Page 2 of 2)
December 31, 1996
<CAPTION>
(000's omitted) Templeton
Foreign Stable Employee
Equity Value Loan
Fund Fund Fund Total
-------- -------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair
value:
Mutual funds $2,781 $ - $ - $57,310
Stable value fund - 40,023 - 40,023
Echlin Inc. common
stock - - - 26,495
------ ------- ------- --------
Total investments 2,781 40,023 - 123,828
------ ------- ------- --------
Receivables:
Employee contributions 59 209 - 1,269
Employee loans - - 7,884 7,884
Echlin Inc.-employee
loan repayments - - 295 295
------ ------- ------- --------
Total receivables 59 209 8,179 9,448
------ ------- ------- --------
Total assets 2,840 40,232 8,179 133,276
------ ------- ------- --------
LIABILITIES
Employee withdrawals
payable 4 298 - 784
------ ------- ------- --------
Total liabilities 4 298 - 784
------ ------- ------- --------
Net assets representing
participants' equity $2,836 $39,934 $ 8,179 $132,492
====== ======= ======= ========
See notes to financial statements.
</TABLE>
8
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY (Page 1 of 2)
For the Year Ended December 31, 1997
<CAPTION>
(000's omitted) Putnam Dodge Vanguard
Echlin Putnam New & Cox Index AIM
Stock Voyager Opportunities Balanced Trust 500 Constellation
Fund Fund Fund Fund Fund Fund
---------- ----------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net unrealized appreciation
(depreciation) in fair
value of investments $2,555 $3,160 $ 2,083 $ 414 $1,666 $ 144
Net realized gains
on sales of investments 1,179 1,051 497 99 209 213
Interest and dividends 749 1,764 353 477 195 704
------- ------- ------- ------- ------- -------
Total investment income 4,483 5,975 2,933 990 2,070 1,061
Employee contributions 1,357 2,391 2,027 667 1,054 1,245
Employee rollovers 135 261 325 185 336 199
Employer incentive
match contribution 916 - - - - -
Interest on employee loans - - - - - -
------- ------- ------- ------- ------- -------
Total additions 6,891 8,627 5,285 1,842 3,460 2,505
------- ------- ------- ------- ------- -------
Employee withdrawals (2,558) (1,830) (1,888) (428) (614) (694)
------- ------- ------- ------- ------- -------
Net transfers between funds (902) (937) (1,748) 795 2,311 (539)
------- ------- ------- ------- ------- -------
Net increase in assets 3,431 5,860 1,649 2,209 5,157 1,272
Net assets at beginning
of year 26,481 23,462 14,128 4,185 4,927 8,360
------- ------- ------- ------ ------- -------
Net assets at end of year $29,912 $29,322 $15,777 $6,394 $10,084 $ 9,632
======= ======= ======= ====== ======= =======
See notes to financial statements.
</TABLE>
9
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY (Page 2 of 2)
For the Year Ended December 31, 1997
<CAPTION>
(000's omitted) Templeton
Foreign Stable Employee
Equity Value Loan
Fund Fund Fund Total
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Investment income:
Net unrealized appreciation
(depreciation) in fair
value of investments $ (297) $ - $ - $ 9,725
Net realized gains
on sales of investments 48 - - 3,296
Interest and dividends 444 2,670 - 7,356
------ ------- ------- --------
Total investment income 195 2,670 - 20,377
Employee contributions 514 4,154 - 13,409
Employee rollovers 117 344 - 1,902
Employer incentive
match contribution - - - 916
Interest on employee loans - - 653 653
------ ------- ------- --------
Total additions 826 7,168 653 37,257
------ ------- ------- --------
Employee withdrawals (236) (6,044) - (14,292)
------ ------- ------- --------
Net transfers between funds 618 737 (335) -
------ ------- ------- --------
Net increase in assets 1,208 1,861 318 22,965
Net assets at beginning
of year 2,836 39,934 8,179 132,492
------ ------- ------- --------
Net assets at end of year $4,044 $41,795 $ 8,497 $155,457
====== ======= ======= ========
See notes to financial statements.
</TABLE>
10
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY (Page 1 of 2)
For the Year Ended December 31, 1996
<CAPTION>
(000's omitted) Putnam Dodge
Echlin Putnam Putnam Putnam New & Cox
Stock Voyager Investors Daily Dividend Opportunities Balanced
Fund Fund Fund Fund Fund Fund
---------- ----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net unrealized (depreciation)
appreciation in fair
value of investments $(5,467) $(1,169) $ (525) $ - $ 791 $ 303
Net realized gains
on sales of investments 1,434 2,294 566 - 41 7
Interest and dividends 715 1,481 - - 105 167
------- ------- ------ ------- ------- -------
Total investment
(loss) income (3,318) 2,606 41 - 937 477
Employee contributions 1,274 1,784 - - 584 22
Employee rollovers 349 696 - - 1,164 533
Employer incentive
match contribution 972 - - - - -
Interest on employee loans - - - - - -
------- ------- ------ ------- ------- -------
Total additions (723) 5,086 41 - 2,685 1,032
------- ------- ------ ------- ------- -------
Employee withdrawals (1,784) (960) - - (314) (62)
------- ------- ------ ------- ------- -------
Net transfers between funds (2,724) (5,889) (11,842) (2,869) 11,757 3,215
------- ------- ------ ------- ------- -------
Net (decrease) increase
in assets (5,231) (1,763) (11,801) (2,869) 14,128 4,185
Net assets at beginning
of year 31,712 25,225 11,801 2,869 - -
------- ------- ------ ------- ------- ------
Net assets at end of year $26,481 $23,462 $ - $ - $14,128 $4,185
======= ======= ====== ======= ======= ======
See notes to financial statements.
</TABLE>
11
<PAGE>
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY (Page 2 of 2)
For the Year Ended December 31, 1996
<CAPTION>
(000's omitted) Vanguard Templeton
Index AIM Foreign Stable Employee
Trust 500 Constellation Equity Value Loan
Fund Fund Fund Fund Fund Total
---------- ---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net unrealized (depreciation)
appreciation in fair
value of investments $ 642 $ 688 $ 204 $ - $ - $ (4,533)
Net realized gains
on sales of investments 12 25 4 - - 4,383
Interest and dividends 97 272 114 2,692 - 5,643
------- ------- ------ ------- ------- --------
Total investment
(loss) income 751 985 322 2,692 - 5,493
Employee contributions 120 297 72 3,411 - 7,564
Employee rollovers 559 864 310 5,830 184 10,489
Employer incentive
match contribution - - - - - 972
Interest on employee loans - - - - 538 538
------- ------- ------ ------- ------- --------
Total additions 1,430 2,146 704 11,933 722 25,056
------- ------- ------ ------- ------- --------
Employee withdrawals (155) (204) (55) (3,714) - (7,248)
------- ------- ------ ------- ------- --------
Net transfers between funds 3,652 6,418 2,187 (5,690) 1,785 -
------- ------- ------ ------- ------- --------
Net (decrease) increase
in assets 4,927 8,360 2,836 2,529 2,507 17,808
Net assets at beginning
of year - - - 37,405 5,672 114,684
------- ------- ------ ------- ------- --------
Net assets at end of year $ 4,927 $ 8,360 $2,836 $39,934 $ 8,179 $132,492
======= ======= ====== ======= ======= ========
See notes to financial statements.
</TABLE>
12
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Echlin Incentive and Savings
Investment Plan ("Plan") have been prepared on the accrual basis
of accounting.
Investments are stated at their fair market value. The fair
market value of the Putnam Voyager Fund, Putnam New Opportunities
Fund, Dodge & Cox Balanced Fund, Vanguard Index Trust 500 Fund,
AIM Constellation Fund, and Templeton Foreign Equity Fund are
based on the Plan's share of each fund's net asset value on the
last business day of the plan year. The Stable Value Fund
represents investments in pooled fixed income funds plus interest
earned. The Echlin Stock Fund is valued at the average of the
high and low price for Echlin Inc. ("Company") common stock on
the New York Stock Exchange on the last trading day of the plan
year.
Realized gains and losses on sales of investments are determined
using the average cost method.
NOTE B -- DESCRIPTION OF THE PLAN
The Plan was established on March 1, 1984 to enable employees to
defer a portion of their compensation on a pre-tax basis, thereby
deferring federal income tax in the year in which the deferrals
are made and providing savings to supplement retirement income to
the employee. Putnam Fiduciary Trust Company serves as "Trustee"
for the Plan and as custodian of the investments. As of January
1, 1998, Chase Manhattan Bank will become Trustee for the Plan
and custodian of the investments.
Each employee who is in a covered class of employees within a
participating division, has attained age 21 and has one year of
service is eligible to participate in the Plan. An employee may
elect to have between 1 to 15 percent of his or her compensation,
as defined in the Plan document, up to the 1997 maximum elective
deferral amount of $9,500 as determined under Section 402(g) of
the Internal Revenue Code, contributed to their account.
Contributions for some participants may be further limited as a
result of other Internal Revenue Code requirements.
If at the end of its fiscal year the Company has consolidated net
income for the current year or accumulated consolidated net
income from prior years, the Company will match all or a portion
of each eligible participant's contributions for the plan year
that are based on the first 6 percent of the participant's
compensation ("basic contribution"). The Company's minimum
matching contribution will be based on its return on assets, as
13
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997
NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED)
defined in the Plan agreement, and will range from 1 percent of
an employee's basic contribution (if the return on assets is 6.1
percent) to 100 percent of the basic contribution (if the return
on assets is 16 percent or more). Matching contributions made by
the Company will be invested solely in common stock of the
Company.
Participants' accounts are fully vested at all times to the
extent of employee contributions. An active participant upon
retirement, disability, as defined in the Plan, or death will be
fully vested in the value of the Company's incentive matching
contributions credited to his or her account regardless of his or
her years of continuous service. A participant with less than 5
years of continuous service will be vested in the Company's
incentive matching contributions credited to his or her account
on the last day of the third plan year following the plan year
for which the match was made. Once a participant has 5 or more
years of continuous service with the Company, the entire balance
of matching contributions credited to the participant's account
and each such contribution made to his or her account thereafter
is immediately 100 percent vested.
Loans to participants and loan repayments are included in "Net
transfers between funds" in the Statement of Income and Changes
in Participants' Equity. Participants may borrow from their
account balance in the Plan with the loan being repaid through
payroll deductions. The interest rate, which is fixed for the
term of the loan, is based upon the average interest rate for
secured personal loans for the following three banks: First
National Bank of Chicago, Fleet National Bank, and Trust Company
of Georgia, rounded to the nearest half percent at the time the
loan is taken out. In addition, a participant may withdraw
vested funds from his or her account if it is demonstrated that a
hardship, as defined under the Internal Revenue Code, exists.
The Plan's investment options are in eight investment funds. The
eight funds are: The Echlin Stock Fund (invested in Echlin Inc.
common stock), a Stable Value Fund (invested in pooled fixed
income contracts), the Dodge & Cox Balanced Fund (a mutual fund),
the Vanguard Index Trust 500 Fund (invested in the stocks listed
on S & P 500 Index), the AIM Constellation Fund (invested in the
AIM Constellation Mutual Fund), the Putnam New Opportunities Fund
(invested in the Putnam New Opportunities, Class A mutual fund),
14
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997
NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED)
the Putnam Voyager Fund (invested in the Putnam Voyager Fund,
Class A mutual fund) and the Templeton Foreign Equity Fund
(invested in the Templeton Foreign Equity Mutual Fund). The
Putnam Investors Fund and the Putnam Daily Dividend Fund ceased
as investment options during 1995. Balances in these funds were
transferred to other investment options in 1996 based upon
employee elections.
An employee may choose to invest his or her contribution in any
or all of the foregoing funds. On a monthly basis an employee
may amend future and past investment allocations. Information
pertaining to the earnings objectives and performance results for
these funds can be requested from the Company's Human Resource
department. In addition, participants are provided with
quarterly statements summarizing activity in their accounts. As
of December 31, 1997 there were 14,032 participants in the Plan.
The Employee Benefits Committee ("Plan Administrator") is
responsible for the administration of the Plan. Liability of the
Company for acts or omissions of any member of the Committee will
be limited to amounts not covered by insurance and not payable by
the trust under applicable law.
The Company may, by action of its Board of Directors, amend or
terminate the Plan without shareholder approval at any time. The
Committee may also amend the Plan if necessary for tax
qualification or legal compliance, to carry out its duties under
the Plan. In the event of termination of the Plan, assets will
be distributed in accordance with the terms of the Plan
agreement. Fees and expenses incurred by the Plan Administrator
and the Trustee in connection with the operation of the Plan will
be paid from the Plan, if not paid by the Company. For the years
ended December 31, 1997 and 1996 all fees and expenses of the
Plan were paid by the company.
NOTE C -- INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan, as amended
through January 1, 1994, qualifies under Section 401(a) of the
Internal Revenue Code of 1986 and therefore the related plan
trust is not subject to tax under present tax laws.
15
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997
NOTE D -- ASSETS HELD FOR INVESTMENT
Assets held for investment at December 31, 1997 and 1996 consist of
the following:
<TABLE>
<CAPTION>
December 31, 1997 Fair
- ----------------- Shares Market
(000's omitted) or Units Value Cost
-------- ------- --------
<S> <C> <C> <C>
Mutual Funds:
Putnam New Opportunities 325 $ 15,813 $12,938
Putnam Voyager Equity 1,540 29,340 19,699
Dodge & Cox Balanced 96 6,400 5,682
Vanguard Index Trust 500 112 10,093 7,786
AIM Constellation 366 9,655 8,823
Templeton Foreign Equity 407 4,054 4,148
-------- -------
75,355 59,076
-------- -------
Stable Value Fund:
Massachusetts Mutual Life
Insurance Company 2,956 2,956 2,956
Prudential Insurance Co.
of America 3,655 3,655 3,655
Principal Mutual Life
Insurance Company 6,251 6,251 6,251
New York Life
Insurance Company 6,231 6,231 6,231
INVESCO Stable Value Fund 23,640 23,641 23,640
-------- -------
42,734 42,733
-------- -------
Echlin Stock Fund:
Echlin Inc. Common Stock 835 30,005 20,018
-------- --------
Total investments $148,094 $121,827
======== ========
</TABLE>
16
<PAGE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997
NOTE D -- ASSETS HELD FOR INVESTMENT (CONTINUED)
<TABLE>
<CAPTION>
December 31, 1996 Fair
- ----------------- Shares Market
(000's omitted) or Units Value Cost
-------- ------- --------
<S> <C> <C> <C>
Mutual Funds:
Putnam New Opportunities 342 $ 13,880 $13,089
Putnam Voyager Equity 1,450 23,381 16,900
Dodge & Cox Balanced 69 4,103 3,800
Vanguard Index Trust 500 71 4,881 4,239
AIM Constellation 328 8,284 7,595
Templeton Foreign Equity 268 2,781 2,578
-------- -------
57,310 48,201
-------- -------
Stable Value Fund:
Allstate Life Insurance
Company 5,286 5,286 5,286
Massachusetts Mutual Life
Insurance Company 5,504 5,504 5,504
John Hancock Mutual Life
Insurance 6,679 6,679 6,679
Prudential Insurance Co.
of America 3,455 3,455 3,455
Principal Mutual Life
Insurance Company 5,911 5,911 5,911
New York Life
Insurance Company 5,760 5,760 5,760
INVESCO Stable Value Fund 7,428 7,428 7,428
-------- -------
40,023 40,023
-------- -------
Echlin Stock Fund:
Echlin Inc. Common Stock 838 26,495 19,063
-------- --------
Total investments $123,828 $107,287
======== ========
</TABLE>
17
<PAGE>
Schedule A
----------
<TABLE>
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1997
(000's omitted)
<CAPTION>
Average Sales Realized
Purchases Cost Proceeds Gain
--------- -------- -------- --------
<S> <C> <C> <C> <C>
INVESCO Stable Value
Fund $23,557 - $(20,845) -
</TABLE>
18
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator of the Echlin Incentive and Savings
Investment Plan has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
Echlin Incentive and Savings
Investment Plan
Date: April 27, 1998 /s/ Joseph A. Onorato
---------------------------------
Joseph A. Onorato
Senior Vice President and
Chief Financial Officer
19
<PAGE>
Exhibit A
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 2-92426 and 33-15814)
of our report dated April 22, 1998 appearing on page 4 of the
Annual Report of the Echlin Incentive and Savings Investment Plan
on Form 11-K for the year ended December 31, 1997.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Stamford, Connecticut
May 13, 1998
20
