FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from .........to.........
Commission Title Number 0-9831
LIZ CLAIBORNE SAVINGS PLAN
(FULL TITLE OF PLAN)
_____________
LIZ CLAIBORNE, INC.
(NAME OF ISSUER OF THE SECURITIES HELD
PURSUANT TO THE PLAN)
1441 BROADWAY
NEW YORK, NEW YORK 10018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
See Index to Financial Statements and Schedule at page 4 and the accompanying
Financial Statements.
Exhibits
10(a) Liz Claiborne Savings Plan ("Savings Plan"), as amended and restated,
is incorporated herein by reference from Exhibit 10(f) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 30, 1989.
10(b) Amendment Nos. 1 and 2 to the Savings Plan are incorporated herein by
reference from Exhibit 10(g) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 26, 1992.
10(c) Amendment Nos. 3 and 4 to the Savings Plan are incorporated herein by
reference from Exhibit 10(g)(i) to the Company's Annual Report on Form
10-K for the fiscal year ended December 25, 1993.
10(d) Amendment No. 5 to the Savings Plan is incorporated herein by reference
from Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the
period ended July 2, 1994.
10(e) Amendment No. 6 to the Savings Plan is incorporated herein by reference
from Exhibit 10(e)(iii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 28, 1996 (the "1996 Annual Report").
10(f) Amendment No. 7 to the Savings Plan is incorporated herein by reference
from Exhibit 10(e)(iv) to the Company's 1996 Annual Report.
10(g) Amendment No. 8 to the Savings Plan is incorporated herein by reference
from Exhibit 10(e)(v) to the Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998.
10(h) Amendment No. 9 to the Savings Plan is incorporated herein by reference
from Exhibit 10(e)(vi) to the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1999.
10(i) Merger Amendment to the Profit-Sharing Plan, the Lucky Brand Employee
Retirement Plan and Trust, the Segrets, Inc. 401(k)Profit Sharing Plan and
the Savings Plan is incorporated herein by reference from Exhibit 10(h)
to the Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 2000.
10(j) Trust Agreement dated as of July 1, 1994 between the Company and IDS Trust
Company (the "Trust") related to the Plan is incorporated herein by
reference from Exhibit 10(b) to the Company's Quarterly Report on
Form 10-Q for the period ended July 2, 1994.
24 Consent of Independent Public Accountants
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed by
the undersigned hereunto duly authorized.
LIZ CLAIBORNE SAVINGS PLAN
(Name of Plan)
By: /s/ Richard F. Zannino
----------------------
Richard F. Zannino
Member of Administrative Committee
June 28, 2000
<PAGE>
LIZ CLAIBORNE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 5
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 6
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1999 7
NOTES TO FINANCIAL STATEMENTS 8 to 13
SCHEDULE SUPPORTING FINANCIAL STATEMENTS:
Schedule of Assets Held for Investment Purposes
At End of Year December 31, 1999 14
Note: Schedules other than that referred to above have been omitted as
inapplicable or not required under the instructions contained in the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 or the information is included elsewhere
in the financial statements or the notes thereto.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
The Liz Claiborne Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Liz Claiborne Savings Plan (the "Plan") as of December 31,
1999 and 1998, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1999 and 1998, and the changes in its net assets
available for benefits for the year ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in
the table of contents to financial statements and schedule is presented for
the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken
as a whole.
/s/ Arthur Andersen LLP
Arthur Andersen
New York, New York
June 19, 2000
<PAGE>
LIZ CLAIBORNE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
1999 1998
------------- --------------
Assets:
Cash $398,543 $373,914
Investments, at market value 92,381,088 80,218,658
Dividends and interest receivable 1,560 1,086
Loans to participants 2,610,777 2,770,334
------------- --------------
Total assets $95,391,968 $83,363,992
============= ==============
Liabilities:
Due to Plan Sponsor, net 73,414 83,050
------------- --------------
Total liabilities 73,414 83,050
------------- --------------
Net assets available for benefits $95,318,554 $83,280,942
============= ==============
The accompanying notes to financial statements are an integral part
of these statements.
<PAGE>
LIZ CLAIBORNE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in market value of investments $12,161,744
Interest income 243,396
Dividends 2,530,173
-----------
14,935,313
Less:Self directed account brokerage fees 2,100
-----------
14,933,213
-----------
Contributions:
Employer 1,998,870
Participant 7,216,067
-----------
9,214,937
-----------
-----------
Total additions 24,148,150
-----------
Deductions:
Benefits paid to participants 12,110,538
-----------
Net increase 12,037,612
Net assets available for benefits,
beginning of year 83,280,942
Net assets available for benefits, -----------
end of year $95,318,554
===========
The accompanying notes to financial statements are an integral part
of this statement.
<PAGE>
LIZ CLAIBORNE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Description of the Plan
The following description of the Liz Claiborne Savings Plan (the "Plan")
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General
The Liz Claiborne Savings Plan, as amended, was adopted by Liz Claiborne,
Inc. (the "Company") effective January 1, 1985. An administrative committee
(the "Administrative Committee") has been appointed by the Board of
Directors of the Company to supervise the administrative and investment
operations of the Plan. The Plan is a trusteed, defined contribution plan
subject to the reporting and disclosure requirements, participation and
vesting standards, and fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended. The
provisions of the Plan comply with the requirements of ERISA. Employees of
the Company and certain of its wholly-owned subsidiaries who are not
covered by certain collective bargaining agreements become eligible to
participate in the Plan on the first of the month after they have attained
age 21, have completed 12 consecutive months of service and have worked at
least 1,000 hours during those 12 months.
Effective April 1, 2000, there is an automatic enrollment into the Plan.
Employees hired on or before April 1, 1999, who have worked 1,000 hours in
any anniversary year of their hire date, and are not currently
participating in the Plan, will be automatically enrolled for a 3%
contribution along with the Company match effective April 1, 2000.
Employees have the opportunity to waive the automatic enrollment election
prior to any Plan contribution deducted from their pay.
Contributions
Participants may contribute amounts ranging from 1% to 15% of pretax annual
compensation, as defined in the Plan. The Company matches an amount equal
to 50% of each participant's contributions up to the first 5% of pretax
compensation contributed. Participants' contributions are made at the
option of each employee, except that certain participants may be restricted
as to the amount of the contribution pursuant to the provisions of the
Internal Revenue Code, as amended (the "Code"). Participants direct the
investment of their contributions into various investment options offered
by the Plan. The Plan currently offers several mutual funds, a Company
stock fund and a self-directed brokerage account as investment options for
participants. Effective April 1, 2000, the Company will match an amount
equal to 50% of each participant's contributions up to 6% of pretax
compensation contributed.
Participant Accounts
Each participant's account is credited with the participant's and Company's
contribution and Plan earnings. Participants' accounts are stated at market
value at the end of each business day. In addition, an investment
adjustment reflecting accrued earnings is determined for each investment
fund and is allocated among accounts entitled to share in the adjustment.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting
Participants become vested in their Company matching contribution account
based on their number of years of service with the Company. The vesting
schedule is as follows:
Years of Service Vested
with the Company Percentage
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
Participant's interest in their Company matching contribution account is
fully vested and non-forfeitable in the event of death, disability or
retirement at or after normal retirement date (age 65).
Investment Options
During 1999, participants were able to direct employee and Company match
contributions in 5% increments in any of the following investment options:
American Express Trust Income II
A collective investment fund managed by American Express Trust Company that
invests in a diversified pool of insurance and bank investment contracts of
varying maturity, size and yield. The fund also invests in short-term
investments and the American Express Trust Stable Capital Fund I which
invests primarily in the synthetic investment contracts. The fund may
invest in insurance separate account contracts and other alternative
investment contracts. The fund's investment goal is to preserve principal
while maximizing current income.
AXP Federal Income
A diversified income mutual fund managed by American Express Financial
Corporation which generally invests at least 65% of its assets in U.S.
government and government agency securities. The fund may also invest in
options on governmental securities, pools of mortgage loans issued by
financial or non-governmental mortgage institutions, non-governmental
mortgage related securities and debt, and cash and cash equivalents. The
fund's investment goal is to seek a high level of current income and safety
of principal consistent with investments in U.S. government and government
agency securities.
AXP Mutual
A diversified mutual fund managed by American Express Financial Corporation
that invests 65% of its assets in value-oriented, large capitalization
domestic equities and 35% in high quality fixed income securities. The fund
focuses primarily on high quality fixed income securities, such as
government and investment grade corporate bonds. The fund's investment goal
is to provide a balance of growth of capital and current income.
American Express Trust Equity Index II
A collective fund managed by American Express Trust Company which invests
primarily in common stock of U.S. companies upon which the Standard &
Poor's 500 Stock Index is based. This fund is a collective investment fund
that invests primarily in the American Express Equity Index Base Fund. The
fund may also invest in high-quality money market securities and stock
index futures contracts. The fund's investment goal is to achieve a rate of
return as close as possible to the return of the Standard & Poor's 500
index.
AXP New Dimensions
A diversified mutual fund managed by American Express Financial Corporation
that invests primarily in common stocks of U.S. and foreign companies with
significant growth potential due to superiority in technology, marketing or
management. The fund also invests in preferred stocks, debt securities,
derivative instruments and money market instruments. The fund's investment
goal is to provide long-term growth of capital.
Templeton Foreign
An international specialty growth fund managed by the Franklin Templeton
Group that invests primarily in stocks and debt obligations of companies
and governments outside the United States. The fund's investment goal is to
achieve long-term capital growth.
Oppenheimer Discovery
An aggressive growth fund managed by Oppenheimer Funds that invests
primarily in common stocks of medium sized companies involved in new
technologies and companies with new or innovative products and services.
The fund's investment goal is to achieve long-term growth of capital.
Liz Claiborne, Inc. Company Stock
The Plan Trustee buys shares of Liz Claiborne, Inc. common stock at current
market prices on the New York Stock Exchange. The fund's investment goal is
to provide participants with a way to invest in Liz Claiborne, Inc. The
Company's contribution may also be made directly to the Plan in shares of
Liz Claiborne, Inc. common stock (Note 4). A portion of the fund's assets
is invested in the American Express Trust Money Market account.
Self-Directed Brokerage Account
Participants are permitted to invest funds under the Plan in a
Self-Directed Brokerage Account that allows them access to other mutual
funds. Initially, a $3,000 minimum amount is required to open an account,
which will be transferred from current account balances in the Plan.
Deferrals may not be deposited directly into the account and direct
withdrawals and loans are prohibited.
Participant Loans
Active participants may borrow up to 50% of their vested account balance.
The minimum loan amount is $1,000 and the maximum amount is $50,000. The
interest rate applicable to a loan is the prime rate at the time the loan
is granted plus one percent. The rate in effect on December 31, 1999 was
9.50%.
Effective April 1, 2000, loans will be limited to one outstanding at any
time. Existing loans will be grand-fathered, however new loans will not be
allowed until all outstanding loans are paid in full. Additionally,
hardship withdrawals will require a twelve-month suspension from
contributing to the Plan from the date of the hardship withdrawal.
Payment of Benefits
Upon termination of employment, the value of a participant's vested account
is payable in stock of the Company, or in cash, or the participant may
elect to roll it over to an IRA or a future employer's plan. At the
participant's election, such distribution may be requested immediately, or
(i) if the balance is less than $5,000, distribution will be processed in
the next quarter following the participant's separation from the employer,
or (ii) if the account balance is in excess of $5,000, payments can be
requested over a period from two to ten years, or (iii) if the account
balance is in excess of $5,000 and the participant reaches age 65,
distribution will be processed for December 31 of that year.
As allowed under Internal Revenue Service rules, participants may withdraw
funds from their account while employed if needed to satisfy an immediate
and heavy financial need. Any amount withdrawn will be subject to income
taxes and may be subject to an additional tax based on early withdrawal.
Forfeited Accounts
The portion of a participant's Company matching contribution account
balance, which is not vested at the time of separation of service with the
Company, is retained in the Plan. Pursuant to the terms of the Plan
document, these forfeitures are used to offset any employer contributions
for the current year or in the following year. Employer contributions for
the year ended December 31, 1999 were reduced by $301,793 from forfeited
non-vested accounts.
(2) Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared using
the accrual method of accounting.
Investment Valuation and Recognition
The Plan's investments are stated at market value. Shares of mutual funds
are valued at the net asset value of shares held by the Plan at year-end.
Security transactions are recorded on a settlement date basis. The
difference resulting from the recording of transactions between trade date
and settlement date was not material. Dividend income is recorded at the
ex-dividend date. Income from other investments is recorded as earned on an
accrual basis. Realized and unrealized gains and losses on plan assets are
determined based on the value of the assets at the beginning of the plan
year or at the time of purchase during the year.
Payment of Benefits
Benefit payments are recorded when paid.
Administrative Costs
The Company pays all administrative expenses incurred by the Plan.
Self-Directed Brokerage Account participants pay all brokerage expenses.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Accounting Pronouncements
The Accounting Standards Executive committee issued Statement of Position
(SOP) 99-3, "Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters" which eliminates the
requirement for a defined contribution plan to disclose participant
directed investment programs. The SOP was adopted for the 1999 financial
statements and as such, the 1998 financial statements have been
reclassified to eliminate the participant directed fund investment program
disclosures.
(3) Investments
The market value of individual investments that represent 5% or more of the
Plan's total net assets available for plan benefits as of December 31, 1999
and 1998 were as follows:
1999 1998
------------ ------------
American Express Trust Income II $ 19,489,001 $ 19,583,440
AXP Mutual 7,500,078 7,236,561
American Express Trust Equity Index II 24,903,375 21,541,715
AXP New Dimensions 22,919,068 16,641,539
Liz Claiborne, Inc. Common Stock 8,440,755 8,080,600
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $12,161,744 as follows:
Net appreciation (depreciation) in market value:
American Express Trust Income II $ 1,092,393
AXP Federal Income (198,269)
AXP Mutual (159,015)
American Express Trust Equity Index II 4,262,223
AXP New Dimensions 4,155,893
Templeton Foreign 426,749
Oppenheimer Discovery 548,186
Liz Claiborne, Inc. Common Stock 1,573,611
Self-Directed Brokerage Account 459,973
-----------
$12,161,744
===========
(4) Related Party Transactions
The members of the Plan's Administrative Committee currently serve in the
following respective positions: Chairman of the Board and Chief Executive
Officer; Senior Vice President, Finance and Administration, Chief Financial
Officer; Vice President, Treasury and Investor Relations and Vice
President, Cash and Risk Management. One of the investment funds of the
Plan invests exclusively in shares of the Company's Common Stock (Note 1).
The Plan owned 224,339 shares of common stock at December 31, 1999, with a
cost value of $7,175,982 and a market value of $8,440,755 and at December
31, 1998, owned 256,019 shares of common stock with a cost value of
$8,009,832 and a market value of $8,080,600.
Certain plan investments are units of income funds managed by American
Express Trust Company. The American Express Trust Company is the trustee as
defined by the Plan and therefore these transactions qualify as
party-in-interest transactions.
(5) Plan Termination
The Plan may be terminated at any time at the Company's sole discretion
subject to the provisions of ERISA. Upon termination, contributions by the
Company and participants cease and all Company contributions that had been
credited to each participant's account would fully vest. At this time,
management has no intention of terminating the Plan.
(6) Tax Status
The Plan has received a favorable determination letter, dated March 4,
1996, from the Internal Revenue Service to the effect that the Plan is
qualified under Section 401 of the Internal Revenue Code. Since the Plan is
qualified, participants are not taxed on contributions or on the related
earnings until they receive distributions from the Plan or default on their
loan repayments. Additionally, the Plan is not taxed on its dividend and
interest income or any capital gains whether realized or unrealized. The
Plan has been amended since receiving the determination letter and is in
the process of applying for a new determination letter. The Plan
administrator and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the Internal Revenue Code.
(7) Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits per
the accompanying financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
Net assets available for benefits per
the financial statements $95,318,554 $83,280,942
Amounts allocated to withdrawing participants (3,200,806) (2,230,407)
Net assets available for benefits per the Form 5500 ----------- -----------
$92,117,748 $81,050,535
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1999
<S> <C>
Benefits paid to participants per the financial statements $12,110,538
Add: Amounts allocated to withdrawing participants at December 31, 1999 3,200,806
Less: Amounts allocated to withdrawing participants at December 31, 1998 (2,230,407)
Benefits paid to participants per the Form 5500 ------------
$13,080,937
============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
(8) Contingencies
The Company and certain of its officers and directors are parties to
several pending legal proceedings and claims. Although the effect of such
litigation cannot be determined with certainty, management of the Company
is of the opinion that the final outcome should not have a material adverse
effect on the Company's results of operations or financial position or on
the Plan's net assets.
(9) Subsequent Event
Effective January 1, 2000 the Liz Claiborne Profit-Sharing Plan, the Lucky
Brand Employee Retirement Plan and Trust and the Segrets, Inc. 401(k)
Profit Sharing Plan (the "Merged Plans") were merged into the Plan. Future
profit sharing contributions will be made to all associates who are
eligible to participate in the profit sharing portion of the combined plan
and who are employed on the last day of the plan year and are credited with
at least 1,000 hours of service during the plan year, or who leave the
Company during the plan year because of death, disability or retirement, as
defined in the plan, whether or not associates participate in the 401(k)
portion of the combined plan.
Effective as soon as administratively practicable following January 1,
2000, under the profit sharing feature of the amended Plan, participants
shall be entitled to direct the trustee in the investment of all amounts
credited to their Profit-Sharing Contributions Accounts under the Plan,
including both amounts credited to such Accounts before January 1, 2000 and
amounts allocated to such Accounts after said date, such direction of
investments to be to the same extent that participants direct the
investment of their 401(k) portion of the combined plan.
<PAGE>
LIZ CLAIBORNE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Plan#: 002
EIN: 13-2842791
NUMBER OF CURRENT
FUNDS SHARES VALUE
-------------------------------------- --------- -----------
<S> <C> <C>
American Express Trust Income II* 998,821 $19,489,001
AXP Federal Income* 682,108 3,246,835
AXP Mutual* 591,023 7,500,078
American Express Trust Equity Index II* 623,848 24,903,375
AXP New Dimensions* 640,019 22,919,068
Oppenheimer Discovery 28,128 1,845,754
Templeton Foreign 170,428 1,912,200
Liz Claiborne Company Stock
-------------------------------------
Liz Claiborne, Inc. Common Stock* 224,339 8,440,755
American Express Trust Money Market* 348,819 348,819
-------------
8,789,574
-------------
Self Directed Brokerage Account
-------------------------------------
Dreyfus Laurel 840 31,671
Dreyfus Emerging Leaders 216 7,930
Dreyfus Appreciation 1,854 84,784
Invesco Dynamics 380 9,823
Invesco International 5,088 64,267
Invesco Bond Fund-High Yield 6,377 41,005
Invesco Sector Funds-Financial Services 1,920 51,111
Invesco Sector Funds-Energy 188 2,699
Invesco Sector Funds-Health Services 162 8,873
Invesco Sector Funds-Technology 507 40,933
Invesco Speciality 227 11,736
Invesco Stock 142 3,406
Janus Fund 1,137 50,088
Janus Investment-Short Term 896 68,679
Janus Twenty 4,265 355,854
Janus Investment-Equity 1,941 48,806
Janus Investment-Fixed 2,621 109,906
Janus Investment Balanced 1,036 24,242
Janus Overseas 473 17,582
Janus World Wide 209 15,936
Janus Olympus 4,049 215,675
Janus Mercury 5,939 260,192
Janus Investment-Global Technology 124 3,846
American Century Ultra Investors 1,769 80,981
American Century International Growth 544 8,137
Strong Growth 143 5,109
Strong Conservative Equity 163 2,399
Strong Schafer Value 263 12,891
Strong Conservative Short Term 703 20,120
Strong Total Return 155 7,315
Strong Equity-Enterprise 165 6,818
Scudder International 624 22,161
Warburg Pincus Emerging Growth 214 10,694
Warburg Pincus Japan 1,216 33,553
Warburg Pincus Growth 152 5,257
Warburg Pincus International Small Company 70 2,119
AXP New Dimensions* 242 8,669
Japan Fund 474 7,778
Cash Reserve Fund 12,158 12,158
-------------
1,775,203
-------------
$92,381,088
=============
Loans to participants, at interest rates ranging from 7.75 % to 10%
and maturity dates through 06/30/2004 $ 2,610,777
=============
*Represents a party in interest to the Plan
</TABLE>
