Page _____ of _____ Pages
1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
13
(A fee is not being paid with this statement)
ARCHER DANIELS MIDLAND COMPANY
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
039483102
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 27,876,942
6. Shared Voting Power: 0
7. Sole Dispositive Power: 27,876,942
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 27,876,942
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 5.00 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Life Insurance Company 37-0533090
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 235,471
6. Shared Voting Power: 0
7. Sole Dispositive Power: 235,471
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 235,471
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.04 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 3,885,416
6. Shared Voting Power: 0
7. Sole Dispositive Power: 3,885,416
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 3,885,416
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.69 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 3,634,754
6. Shared Voting Power: 0
7. Sole Dispositive Power: 3,634,754
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 3,634,754
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.65 %
12. Type of Reporting Person: IA
Page _____ of _____ Pages
4 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 6,235,665
6. Shared Voting Power: 0
7. Sole Dispositive Power: 6,235,665
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 6,235,665
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.11 %
12. Type of Reporting Person: EP
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 4,179,438
6. Shared Voting Power: 0
7. Sole Dispositive Power: 4,179,438
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 4,179,438
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.74 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer:
__________________________
ARCHER DANIELS MIDLAND COMPANY
4666 FARIES PARKWAY
BOX 1470
DECATUR, ILL. 62525
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 46,047,686 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 8.25 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
6 8
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
8 8
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 27,876,942 shares
State Farm Life Insurance Company IC 235,471 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 3,885,416 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 2,860,950 shares
State Farm Balanced Fund, Inc. IV 773,804 shares
State Farm Insurance Companies Employee
Retirement Trust EP 6,235,665 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 3,358,188 shares
Balanced Account 821,250 shares
-----------------
46,047,686 shares
Page _____ of _____ Pages
1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
9
(A fee is not being paid with this statement)
ALLERGAN INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
018490102
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 2,200,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 2,200,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 2,200,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.37 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 500,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 500,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 500,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.76 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 38,700
6. Shared Voting Power: 0
7. Sole Dispositive Power: 38,700
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 38,700
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.05 %
12. Type of Reporting Person: IA
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,200,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,200,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,200,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.83 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 44,200
6. Shared Voting Power: 0
7. Sole Dispositive Power: 44,200
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 44,200
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.06 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer:
__________________________
ALLERGAN INC.
2525 DUPONT DRIVE
IRVINE, CALIF. 92612
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 3,982,900 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 6.10 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
6 8
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
8 8
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 2,200,000 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 500,000 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 38,700 shares
State Farm Insurance Companies Employee
Retirement Trust EP 1,200,000 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 44,200 shares
-----------------
3,982,900 shares
Page _____ of _____ Pages
1 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
1
(A fee is not being paid with this statement)
APTARGROUP, INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
038336103
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 6
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 857,966
6. Shared Voting Power: 0
7. Sole Dispositive Power: 857,966
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 857,966
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 4.77 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 138,600
6. Shared Voting Power: 0
7. Sole Dispositive Power: 138,600
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 138,600
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.77 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
3 6
Item 1(a) and (b). Name and Address of Issuer:
__________________________
APTARGROUP, INC.
475 WEST TERRA COTTA AVE.
SUITE E
CRYSTAL LAKE, ILL. 60014
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 996,566 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 5.54 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
4 6
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
5 6
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
6 6
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 857,966 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 138,600 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
996,566 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
5
(A fee is not being paid with this statement)
BALLARD MEDICAL PRODUCTS
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
058566100
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 1,247,751
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,247,751
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,247,751
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 4.29 %
12. Type of Reporting Person: IA
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 500,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 500,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 500,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.72 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 516,751
6. Shared Voting Power: 0
7. Sole Dispositive Power: 516,751
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 516,751
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.77 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
BALLARD MEDICAL PRODUCTS
12050 LONE PEAK PARKWAY
DRAPER, UTAH 84020
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 2,264,502 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 7.80 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 0 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 820,000 shares
State Farm Balanced Fund, Inc. IV 427,751 shares
State Farm Insurance Companies Employee
Retirement Trust EP 500,000 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 516,751 shares
-----------------
2,264,502 shares
Page _____ of _____ Pages
1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
19
(A fee is not being paid with this statement)
PACIFIC CENTURY FINANCIAL CORPORATION
(Formerly Bancorp Hawaii Inc. cusip 059685107)
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
694058108
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,633,500
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,633,500
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,633,500
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 2.03 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 506,384
6. Shared Voting Power: 0
7. Sole Dispositive Power: 506,384
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 506,384
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.62 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 821,034
6. Shared Voting Power: 0
7. Sole Dispositive Power: 821,034
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 821,034
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.02 %
12. Type of Reporting Person: IA
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,001,334
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,001,334
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,001,334
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.24 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 933,860
6. Shared Voting Power: 0
7. Sole Dispositive Power: 933,860
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 933,860
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.16 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer:
__________________________
PACIFIC CENTURY FINANCIAL CORPORATION
130 MERCHANT STREET
HONOLULU, HAWAII 96813
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 4,896,112 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 6.08 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
6 8
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
8 8
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 1,633,500 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 506,384 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 640,074 shares
State Farm Balanced Fund, Inc. IV 180,960 shares
State Farm Insurance Companies Employee
Retirement Trust EP 1,001,334 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 738,610 shares
Balanced Account 195,250 shares
-----------------
4,896,112 shares
Page _____ of _____ Pages
1 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
24
(A fee is not being paid with this statement)
BRE PROPERTIES INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
05564E106
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 6
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 3,226,388
6. Shared Voting Power: 0
7. Sole Dispositive Power: 3,226,388
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 3,226,388
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 8.70 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 292,570
6. Shared Voting Power: 0
7. Sole Dispositive Power: 292,570
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 292,570
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.78 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
3 6
Item 1(a) and (b). Name and Address of Issuer:
__________________________
BRE PROPERTIES INC.
ONE MONTGOMERY STREET
TELESIS TOWER, SUITE 2500
SAN FRANCISCO, CA. 94104-5525
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 3,518,958 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 9.49 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
4 6
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
5 6
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
6 6
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 3,226,388 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 292,570 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
3,518,958 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
2
(A fee is not being paid with this statement)
BARRETT RESOURCES CORPORATION
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
068480201
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,863,733
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,863,733
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,863,733
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 5.93 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 130,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 130,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 130,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.41 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 440,400
6. Shared Voting Power: 0
7. Sole Dispositive Power: 440,400
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 440,400
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.40 %
12. Type of Reporting Person: IA
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 500,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 500,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 500,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.59 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
BARRETT RESOURCES CORPORATION
1515 ARAPAHOE STREET
TOWER 3, SUITE 1000
DENVER, COLO. 80202
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 2,934,133 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 9.34 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 1,863,733 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 130,000 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 440,400 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 500,000 shares
Balanced Account 0 shares
-----------------
2,934,133 shares
Page _____ of _____ Pages
1 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
1
(A fee is not being paid with this statement)
CANWEST GLOBAL COMMUNICATIONS CORP.
___________________________________________________
(Issuer)
NON-VOTING COMMON SHARES
___________________________________________________
(Title of Class of Securities)
138906300
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 6
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,600,800
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,600,800
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,600,800
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 14.33 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 6
Item 1(a) and (b). Name and Address of Issuer:
__________________________
CANWEST GLOBAL COMMUNICATIONS CORP.
3100 TD CENTRE
201 PORTAGE AVE.
WINNIPEG, M.B., CANADA R3B 3L7
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 1,600,800 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 14.33 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
4 6
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
5 6
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
6 6
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 1,600,800 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
1,600,800 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
12
(A fee is not being paid with this statement)
ENGELHARD CORPORATION
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
292845104
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 5,748,975
6. Shared Voting Power: 0
7. Sole Dispositive Power: 5,748,975
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 5,748,975
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.97 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 846,450
6. Shared Voting Power: 0
7. Sole Dispositive Power: 846,450
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 846,450
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.58 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 3,075,468
6. Shared Voting Power: 0
7. Sole Dispositive Power: 3,075,468
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 3,075,468
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 2.12 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
ENGELHARD CORPORATION
101 WOOD AVENUE
ISELIN, NEW JERSEY 08830
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 9,670,893 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 6.69 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 5,748,975 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 846,450 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 3,075,468 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
9,670,893 shares
Page _____ of _____ Pages
1 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
19
(A fee is not being paid with this statement)
ELCOR CORPORATION
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
284443108
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 6
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 750,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 750,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 750,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 5.66 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 6
Item 1(a) and (b). Name and Address of Issuer:
__________________________
ELCOR CORPORATION
14643 DALLAS PARKWAY
SUITE 1000, WELLINGTON CENTRE
DALLAS, TEXAS 75240-8871
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 750,000 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 5.66 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
4 6
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
5 6
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
6 6
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 750,000 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
750,000 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
15
(A fee is not being paid with this statement)
GREAT LAKES CHEMICAL CORPORATION
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
390568103
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 3,484,800
6. Shared Voting Power: 0
7. Sole Dispositive Power: 3,484,800
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 3,484,800
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 5.82 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Life Insurance Company 37-0533090
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 53,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 53,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 53,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.08 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 462,300
6. Shared Voting Power: 0
7. Sole Dispositive Power: 462,300
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 462,300
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.77 %
12. Type of Reporting Person: IA
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 543,500
6. Shared Voting Power: 0
7. Sole Dispositive Power: 543,500
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 543,500
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.90 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
GREAT LAKES CHEMICAL CORPORATION
ONE GREAT LAKES BLVD.
P.O. BOX 2200
WEST LAFAYETTE, IND. 47906
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 4,543,600 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 7.59 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 3,484,800 shares
State Farm Life Insurance Company IC 53,000 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 364,300 shares
State Farm Balanced Fund, Inc. IV 98,000 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 433,500 shares
Balanced Account 110,000 shares
-----------------
4,543,600 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
17
(A fee is not being paid with this statement)
GATX CORPORATION
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
361448103
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,668,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,668,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,668,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 6.82 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 441,400
6. Shared Voting Power: 0
7. Sole Dispositive Power: 441,400
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 441,400
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.80 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 804,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 804,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 804,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.28 %
12. Type of Reporting Person: EP
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 31,900
6. Shared Voting Power: 0
7. Sole Dispositive Power: 31,900
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 31,900
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.13 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
GATX CORPORATION
500 WEST MONROE STREET
CHICAGO, ILL. 60661-3676
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 2,945,300 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 12.04 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 1,668,000 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 441,400 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 804,000 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 26,600 shares
Balanced Account 5,300 shares
-----------------
2,945,300 shares
Page _____ of _____ Pages
1 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
12
(A fee is not being paid with this statement)
HELMERICH & PAYNE, INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
423452101
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 6
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 2,064,300
6. Shared Voting Power: 0
7. Sole Dispositive Power: 2,064,300
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 2,064,300
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 8.21 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 6
Item 1(a) and (b). Name and Address of Issuer:
__________________________
HELMERICH & PAYNE, INC.
UTICA AT 21ST
TULSA, OKLA. 74114
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 2,064,300 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 8.21 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
4 6
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
5 6
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
6 6
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 2,064,300 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
2,064,300 shares
Page _____ of _____ Pages
1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
15
(A fee is not being paid with this statement)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
459506101
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 3,538,200
6. Shared Voting Power: 0
7. Sole Dispositive Power: 3,538,200
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 3,538,200
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.24 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Life Insurance Company 37-0533090
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 87,400
6. Shared Voting Power: 0
7. Sole Dispositive Power: 87,400
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 87,400
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.08 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 480,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 480,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 480,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.43 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 681,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 681,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 681,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.62 %
12. Type of Reporting Person: IA
Page _____ of _____ Pages
4 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,561,500
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,561,500
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,561,500
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.43 %
12. Type of Reporting Person: EP
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 651,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 651,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 651,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.59 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer:
__________________________
INTERNATIONAL FLAVORS & FRAGRANCES INC.
521 WEST 57TH STREET
NEW YORK, NEW YORK 10019-2960
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 6,999,100 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 6.41 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
6 8
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
8 8
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 3,538,200 shares
State Farm Life Insurance Company IC 87,400 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 480,000 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 561,000 shares
State Farm Balanced Fund, Inc. IV 120,000 shares
State Farm Insurance Companies Employee
Retirement Trust EP 1,561,500 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 492,000 shares
Balanced Account 159,000 shares
-----------------
6,999,100 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
5
(A fee is not being paid with this statement)
K N ENERGY, INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
482620101
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,424,965
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,424,965
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,424,965
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 4.52 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 180,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 180,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 180,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.57 %
12. Type of Reporting Person: IA
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 310,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 310,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 310,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.98 %
12. Type of Reporting Person: EP
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 185,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 185,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 185,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.58 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
K N ENERGY, INC.
370 VAN GORDON STREET
P.O. BOX 281304
LAKEWOOD, COLO. 80228-8304
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 2,099,965 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 6.67 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 1,424,965 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 180,000 shares
State Farm Insurance Companies Employee
Retirement Trust EP 310,000 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 185,000 shares
-----------------
2,099,965 shares
Page _____ of _____ Pages
1 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
7
(A fee is not being paid with this statement)
MANPOWER INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
56418H100
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 6
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 6,160,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 6,160,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 6,160,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 7.59 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 6
Item 1(a) and (b). Name and Address of Issuer:
__________________________
MANPOWER INC.
5301 N. IRONWOOD ROAD
MILWAUKEE, WISC. 53217
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 6,160,000 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 7.59 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
4 6
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
5 6
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
6 6
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 6,160,000 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
6,160,000 shares
Page _____ of _____ Pages
1 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
11
(A fee is not being paid with this statement)
THE NEWHALL LAND AND FARMING COMPANY
___________________________________________________
(Issuer)
DEPOSITARY RECEIPTS
___________________________________________________
(Title of Class of Securities)
651426108
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 6
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 3,400,758
6. Shared Voting Power: 0
7. Sole Dispositive Power: 3,400,758
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 3,400,758
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 9.86 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 6
Item 1(a) and (b). Name and Address of Issuer:
__________________________
THE NEWHALL LAND AND FARMING COMPANY
23823 VALENCIA BLVD.
VALENCIA, CALIF. 91355
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 3,400,758 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 9.86 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
4 6
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
5 6
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
6 6
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 3,400,758 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
3,400,758 shares
Page _____ of _____ Pages
1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
11
(A fee is not being paid with this statement)
NUCOR CORPORATION
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
670346105
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 5,409,200
6. Shared Voting Power: 0
7. Sole Dispositive Power: 5,409,200
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 5,409,200
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 6.15 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Life Insurance Company 37-0533090
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 70,700
6. Shared Voting Power: 0
7. Sole Dispositive Power: 70,700
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 70,700
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.08 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 700,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 700,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 700,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.79 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 355,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 355,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 355,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.40 %
12. Type of Reporting Person: IA
Page _____ of _____ Pages
4 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 252,500
6. Shared Voting Power: 0
7. Sole Dispositive Power: 252,500
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 252,500
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.28 %
12. Type of Reporting Person: EP
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 705,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 705,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 705,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.80 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer:
__________________________
NUCOR CORPORATION
2100 REXFORD ROAD
CHARLOTTE, N.C. 28211
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 7,492,400 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 8.52 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
6 8
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
8 8
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 5,409,200 shares
State Farm Life Insurance Company IC 70,700 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 700,000 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 195,000 shares
State Farm Balanced Fund, Inc. IV 160,000 shares
State Farm Insurance Companies Employee
Retirement Trust EP 252,500 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 640,000 shares
Balanced Account 65,000 shares
-----------------
7,492,400 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
17
(A fee is not being paid with this statement)
OSMONICS INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
688350107
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 528,187
6. Shared Voting Power: 0
7. Sole Dispositive Power: 528,187
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 528,187
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.79 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 421,875
6. Shared Voting Power: 0
7. Sole Dispositive Power: 421,875
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 421,875
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.02 %
12. Type of Reporting Person: IA
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 438,750
6. Shared Voting Power: 0
7. Sole Dispositive Power: 438,750
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 438,750
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.14 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
OSMONICS INC.
5951 CLEARWATER DRIVE
MINNETONKA, MN. 55343
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 1,388,812 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 9.96 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 528,187 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 337,500 shares
State Farm Balanced Fund, Inc. IV 84,375 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 337,500 shares
Balanced Account 101,250 shares
-----------------
1,388,812 shares
Page _____ of _____ Pages
1 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
9
(A fee is not being paid with this statement)
PRECISION CASTPARTS CORP.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
740189105
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 6
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,531,100
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,531,100
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,531,100
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 6.33 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 6
Item 1(a) and (b). Name and Address of Issuer:
__________________________
PRECISION CASTPARTS CORP.
4650 S.W. MACADAM AVE.
SUITE 440
PORTLAND, ORE. 97201-4254
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 1,531,100 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 6.33 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
4 6
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
5 6
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
6 6
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 1,531,100 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
1,531,100 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
20
(A fee is not being paid with this statement)
POGO PRODUCING COMPANY
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
730448107
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 3,180,145
6. Shared Voting Power: 0
7. Sole Dispositive Power: 3,180,145
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 3,180,145
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 9.48 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Life Insurance Company 37-0533090
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 957,766
6. Shared Voting Power: 0
7. Sole Dispositive Power: 957,766
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 957,766
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 2.85 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 146,400
6. Shared Voting Power: 0
7. Sole Dispositive Power: 146,400
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 146,400
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.43 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,235,766
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,235,766
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,235,766
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 3.68 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
POGO PRODUCING COMPANY
5 GREENWAY PLAZA
SUITE 2700
HOUSTON, TEXAS 77046-0504
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 5,520,077 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 16.46 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 3,180,145 shares
State Farm Life Insurance Company IC 957,766 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 146,400 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 1,235,766 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
5,520,077 shares
Page _____ of _____ Pages
1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
12
(A fee is not being paid with this statement)
PENNZOIL COMPANY
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
709903108
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,907,286
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,907,286
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,907,286
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 4.01 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 272,500
6. Shared Voting Power: 0
7. Sole Dispositive Power: 272,500
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 272,500
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.57 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 302,320
6. Shared Voting Power: 0
7. Sole Dispositive Power: 302,320
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 302,320
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.63 %
12. Type of Reporting Person: IA
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 925,086
6. Shared Voting Power: 0
7. Sole Dispositive Power: 925,086
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 925,086
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.94 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 339,500
6. Shared Voting Power: 0
7. Sole Dispositive Power: 339,500
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 339,500
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.71 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer:
__________________________
PENNZOIL COMPANY
PENNZOIL PLACE
P.O. BOX 2967
HOUSTON, TEXAS 77252-2967
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 3,746,692 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 7.89 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
6 8
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
8 8
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 1,907,286 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 272,500 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 237,100 shares
State Farm Balanced Fund, Inc. IV 65,220 shares
State Farm Insurance Companies Employee
Retirement Trust EP 925,086 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 267,900 shares
Balanced Account 71,600 shares
-----------------
3,746,692 shares
Page _____ of _____ Pages
1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
18
(A fee is not being paid with this statement)
RUBBERMAID INCORPORATED
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
781088109
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 7,024,600
6. Shared Voting Power: 0
7. Sole Dispositive Power: 7,024,600
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 7,024,600
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 4.69 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Life Insurance Company 37-0533090
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 103,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 103,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 103,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.06 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 206,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 206,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 206,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.13 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 761,800
6. Shared Voting Power: 0
7. Sole Dispositive Power: 761,800
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 761,800
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.50 %
12. Type of Reporting Person: IA
Page _____ of _____ Pages
4 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,840,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,840,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,840,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.22 %
12. Type of Reporting Person: EP
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 716,800
6. Shared Voting Power: 0
7. Sole Dispositive Power: 716,800
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 716,800
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.47 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer:
__________________________
RUBBERMAID INCORPORATED
1147 AKRON ROAD
WOOSTER, OHIO 44691
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 10,652,200 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 7.11 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
6 8
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
8 8
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 7,024,600 shares
State Farm Life Insurance Company IC 103,000 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 206,000 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 589,000 shares
State Farm Balanced Fund, Inc. IV 172,800 shares
State Farm Insurance Companies Employee
Retirement Trust EP 1,840,000 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 509,000 shares
Balanced Account 207,800 shares
-----------------
10,652,200 shares
Page _____ of _____ Pages
1 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
8
(A fee is not being paid with this statement)
RAYCHEM CORPORATION
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
754603108
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 2,300,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 2,300,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 2,300,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 2.69 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Fire and Casualty Company 37-0533080
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 700,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 700,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 700,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.82 %
12. Type of Reporting Person: IC
Page _____ of _____ Pages
3 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 311,600
6. Shared Voting Power: 0
7. Sole Dispositive Power: 311,600
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 311,600
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.36 %
12. Type of Reporting Person: IA
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Employee Retirement Trust 36-6042145
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 1,923,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,923,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 1,923,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 2.25 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 8
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 414,400
6. Shared Voting Power: 0
7. Sole Dispositive Power: 414,400
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 414,400
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 0.48 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
5 8
Item 1(a) and (b). Name and Address of Issuer:
__________________________
RAYCHEM CORPORATION
300 CONSTITUTION DRIVE
MENLO PARK, CALIF. 94025-1164
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 5,649,000 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 6.62 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
6 8
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
7 8
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
8 8
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 2,300,000 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 700,000 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 91,600 shares
State Farm Balanced Fund, Inc. IV 220,000 shares
State Farm Insurance Companies Employee
Retirement Trust EP 1,923,000 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 104,400 shares
Balanced Account 310,000 shares
-----------------
5,649,000 shares
Page _____ of _____ Pages
1 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
18
(A fee is not being paid with this statement)
VULCAN MATERIALS COMPANY
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
929160109
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-2302
Page _____ of _____ Pages
2 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 2,791,200
6. Shared Voting Power: 0
7. Sole Dispositive Power: 2,791,200
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 2,791,200
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 8.28 %
12. Type of Reporting Person: IC
______________________________________________________________________________
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Investment Management Corp. 37-0902469
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 399,800
6. Shared Voting Power: 0
7. Sole Dispositive Power: 399,800
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 399,800
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.18 %
12. Type of Reporting Person: IA
Page _____ of _____ Pages
3 7
13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Insurance Companies Savings and Thrift Plan for U.S.
Employees 37-6091823
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 486,400
6. Shared Voting Power: 0
7. Sole Dispositive Power: 486,400
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 486,400
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 1.44 %
12. Type of Reporting Person: EP
Page _____ of _____ Pages
4 7
Item 1(a) and (b). Name and Address of Issuer:
__________________________
VULCAN MATERIALS COMPANY
ONE METROPLEX DRIVE
BIRMINGHAM, ALA. 35209
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 3,677,400 shares on 12/31/1997
_________________________
Item 4(b). Percent of Class: 10.91 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
Page _____ of _____ Pages
5 7
Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/23/1998 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
Page _____ of _____ Pages
6 7
EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
Page _____ of _____ Pages
7 7
Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 2,791,200 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 346,400 shares
State Farm Balanced Fund, Inc. IV 53,400 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 402,800 shares
Balanced Account 83,600 shares
-----------------
3,677,400 shares
