SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended March 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number 0-10180
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN
(Full title of the Plan)
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, NY 11788-7000
(Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office)
<PAGE>
ITEM 1. Financial Statements and Exhibits.
(a) The financial statements filed herewith consist of the
following:
Report of Independent Auditors F-1
Statement of Net Assets Available for Benefits March 30, 1996 and 1995 F-2
Statements of Changes in Net Assets Available for Benefits Years Ended
March 30, 1996 and 1995 F-4
Notes to Financial Statements - March 30, 1996 F-6
ITEM 27a - Schedule of Assets Held for Investment purposes
as of March 30, 1996 F-12
ITEM 27d - Schedule of Reportable Transactions as of
March 30, 1996 F-13
(b) The exhibits filed in connection with this Annual Report
are as follows:
Exhibit Number Document
Exhibit 23 (a) Consent of Ernst & Young
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Plan Committee (who administer the
Computer Associates Savings Harvest Plan) have duly caused this
Annual Report to be signed by the undersigned thereunto duly
authorized.
COMPUTER ASSOCIATES
SAVINGS HARVEST PLAN
Date: September 25, 1996 By:/s/Peter Schwartz
Peter Schwartz
Member, Plan Committee
<PAGE>
Financial Statements and Schedules
Computer Associates Savings Harvest Plan
Years ended March 30, 1996 and 1995
with Report of Independent Auditors
<PAGE>
<TABLE>
Computer Associates Savings Harvest Plan
Financial Statements and Schedules
Years ended March 30, 1996 and 1995
<CAPTION>
Contents
<S> <C>
Report of Independent Auditors 1
Audited Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 6
Schedules
Item 27a - Schedule of Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13
</TABLE>
<PAGE>
Schedules
<PAGE> 1
Report of Independent Auditors
Administrative Committee
Computer Associates Savings Harvest Plan
We have audited the accompanying statements of net assets available for
benefits of Computer Associates Savings Harvest Plan as of March 30, 1996
and 1995, and the related statements of changes in net assets available
for the benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Computer Associates Savings Harvest Plan at March 30, 1996 and 1995, and
the changes in its net assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules
27a-schedule of assets held for investment purposes as of March 30, 1996
and 27d-schedule of reportable transactions for the year ended March 30,
1996, are presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1996 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1996 financial statements taken as a whole.
Ernst & Young LLP
September 6, 1996
<PAGE> 2
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Net Assets Available for Benefits
March 30, 1996
<CAPTION>
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments,
at fair value $398,299,929 $22,818,847 $53,919,515 $20,922,304 $52,694,872 $26,850,494 $162,934,025 $58,159,872
Loans receivable
from employees 9,590,175 $9,590,175
Contributions
receivable:
Computer
Associates
International,
Inc. 16,529,376 16,529,364 12
-------------------------------------------------------------------------------------------------------------
Total assets 424,419,480 22,818,847 53,919,515 20,922,304 52,694,872 26,850,494 179,463,389 58,159,884 9,590,175
Liabilities
Distributions
payable
-------------------------------------------------------------------------------------------------------------
Total
liabilities
-------------------------------------------------------------------------------------------------------------
Net assets
available
for benefits $424,419,480 $22,818,847 $53,919,515 $20,922,304 $52,694,872 $26,850,494 $179,463,389 $58,159,884 $9,590,175
=============================================================================================================
<FN>
See accompanying notes.
</TABLE>
<PAGE> 3
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Net Assets Available for Benefits
March 30, 1995
<CAPTION>
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments,
at fair value $222,558,853 $19,424,087 $40,928,748 $13,784,687 $24,205,174 $14,258,772 $79,469,626 $30,487,759
Loans receivable
from employees 7,655,895 $7,655,895
Contributions
receivable:
Computer
Associates
International,
Inc. 14,966,926 14,966,911 15
-------------------------------------------------------------------------------------------------------------
Total assets 245,181,674 19,424,087 40,928,748 13,784,687 24,205,174 14,258,772 94,436,537 30,487,774 7,655,895
Liabilities
Distributions
payable 578,887 19,036 57,446 30,671 74,517 33,279 122,121 241,817
-------------------------------------------------------------------------------------------------------------
Total
liabilities 578,887 19,036 57,446 30,671 74,517 33,279 122,121 241,817
-------------------------------------------------------------------------------------------------------------
Net assets
available
for benefits $244,602,787 $19,405,051 $40,871,302 $13,754,016 $24,130,657 $14,225,493 $94,314,416 $30,245,957 $7,655,895
=============================================================================================================
<FN>
See accompanying notes.
</TABLE>
<PAGE> 4
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Changes in Net Assets Available for Benefits
Year ended March 30, 1996
<CAPTION>
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Computer
Associates
International,
Inc. $19,790,229 $ 381,171 $ 767,204 $ 342,398 $ 943,182 $ 603,760 $17,518,295 $ (765,781)
Employees 35,861,049 1,346,484 2,805,215 1,396,309 4,004,080 2,478,992 4,344,268 19,485,701
Interest income
from
investments 11,951,440 1,459,072 2,900,995 550,506 3,432,148 1,229,913 247,958 2,130,848
Net realized and
unrealized
appreciation in
fair value
of investments 95,412,986 217,078 6,437,803 4,150,264 4,614,843 4,519,934 75,473,064
Transfer from
other plan 44,722,875 4,386,601 11,665,316 19,534,997 7,444,453 1,691,508
------------------------------------------------------------------------------------------------------------
Total additions 207,738,579 7,790,406 24,576,533 6,439,477 32,529,250 8,832,599 97,583,585 28,295,221 1,691,508
Deductions
Withdrawals and
distributions (27,740,675) (1,686,679)(4,190,512) (1,104,688) (5,183,540)(1,835,053) (5,888,672) (6,951,273) (900,258)
Interfund
transfers - net (2,684,749)(7,330,389) 1,834,083 1,220,019 5,630,115 (6,542,772) 6,730,663 1,143,030
Administrative
expenses (181,211) (5,182) (7,419) (584) (1,514) (2,660) (3,168) (160,684)
------------------------------------------------------------------------------------------------------------
Total(deductions)
additions (27,921,886) (4,376,610)(11,528,320) 728,811 (3,965,035) 3,792,402 (12,434,612) (381,294) 242,772
------------------------------------------------------------------------------------------------------------
Net additions 179,816,693 3,413,796 13,048,213 7,168,288 28,564,215 12,625,001 85,148,973 27,913,927 1,934,280
Net assets
available for
benefits at
beginning of
year 244,602,787 19,405,051 40,871,302 13,754,016 24,130,657 14,225,493 94,314,416 30,245,957 7,655,895
------------------------------------------------------------------------------------------------------------
Net assets
available for
benefits at
end of year $424,419,480 $22,818,847 $53,919,515$20,922,304 $52,694,872$26,850,494 $179,463,389 $58,159,884 $9,590,175
============================================================================================================
<FN>
See accompanying notes.
</TABLE>
<PAGE> 5
<TABLE>
Computer Associates Savings Harvest Plan
Statement of Changes in Net Assets Available for Benefits
Year ended March 30, 1995
<CAPTION>
U.S. Equity Growth and Computer Retirement
Intermediate Puritan Index Magellan Income Associates Money Market Participant
Total Bond Fund Fund Portfolio Fund Portfolio Stock Fund Portfolio Loans Fund
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Contributions:
Computer
Associates
International,
Inc. $19,014,650 $ 443,607 $ 806,422 $ 297,343 $ 758,821 $ 500,775 $ 15,624,585 $ 583,097
Employees 13,791,023 1,356,668 2,779,842 1,022,279 2,871,212 1,854,999 2,390,788 1,515,235
Interest income
from
investments 8,425,176 1,503,732 3,166,840 440,998 781,563 890,265 106,098 1,535,680
Net realized
and unrealized
appreciation
(depreciation)in
fair value of
investments 43,257,943 (690,918) (327,511) 1,449,900 1,032,068 553,342 41,241,062
Transfer from
other plans 15,104,399 654,647 1,119,296 488,124 1,670,637 1,590,313 615,755 8,563,583 $ 402,044
--------------------------------------------------------------------------------------------------------------
Total additions 99,593,191 3,267,736 7,544,889 3,698,644 7,114,301 5,389,694 59,978,288 12,197,595 402,044
Deductions
Withdrawals and
distributions (17,658,125) (1,878,234) (3,265,516) (1,161,416) (1,991,972) (991,881) (3,096,531) (4,358,698) (913,877)
Interfund
transfers - net (2,924,477) 392,588 (1,505,172) 1,923,892 1,206,145 (11,734,292) 10,652,981 1,988,335
Administrative
expenses (249,952) (6,393) (8,089) (412) (1,295) (2,155) (1,529) (230,079)
--------------------------------------------------------------------------------------------------------------
Total (deductions)
additions (17,908,077) (4,809,104) (2,881,017) (2,667,000) (69,375) 212,109 (14,832,352) 6,064,204 1,074,458
==============================================================================================================
Net additions
(deductions) 81,685,114 (1,541,368) 4,663,872 1,031,644 7,044,926 5,601,803 45,145,936 18,261,799 1,476,502
Net assets
available for
benefits at
beginning of
year 162,917,673 20,946,419 36,207,430 12,722,372 17,085,731 8,623,690 49,168,480 11,984,158 6,179,393
--------------------------------------------------------------------------------------------------------------
Net assets
available for
benefits at
end of year $244,602,787 $19,405,051 $40,871,302 $13,754,016 $24,130,657 $14,225,493 $94,314,416 $30,245,957 $7,655,895
==============================================================================================================
<FN>
See accompanying notes.
</TABLE>
<PAGE> 6
Computer Associates Savings Harvest Plan
Notes to Financial Statements
March 30, 1996
1. Description of the Plan
General
The following description of the Computer Associates Savings Harvest Plan
(the "Plan") provides only general information. Participants should refer
to the Plan document for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan covering all eligible salaried
employees. The Plan has been amended to allow an employee to participate
in the Plan with respect to employee contributions as of the first of the
month following date of hire. This change was effective November 1, 1995.
Eligibility with respect to employer matching and discretionary
contributions occurs in the month following completion of one full year of
service to Computer Associates International, Inc. (the "Company"). The Plan
is subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
As a result of an acquisition by the Plan sponsor, substantially all the
assets of the Legent Retirement Security were transferred into the Plan
during the Plan year end March 30, 1996. Acquisitions during Plan year end
March 30, 1995 resulted in the transfer of assets from The ASK Group 401(k)
Plan and the Newtrend LP 401(k) Plan. The Plan has been amended for these
acquisitions.
Contributions
During each payroll period, Plan participants may elect to contribute a
percentage of their base compensation ranging from 2% to 15%. Each
participant can change this election at any time but not more than once
quarterly.
To comply with the Tax Reform Act of 1986, pre-tax contributions elected by
any participant may not exceed $9,240 for the calendar years ended
December 31, 1995 and 1994. Participants can contribute on an after-tax
basis as well.
<PAGE> 7
1. Description of the Plan (continued)
For eligible participants, the Company makes a matching contribution to the
Plan on behalf of each participant equal to 50% of such participants
contribution up to a maximum of 2.5% of the participant's base compensation.
(Contributions are subject to certain IRS limitations).The matching
contributions for the years ended March 30, 1996 and 1995 were $4,543,334
and $3,874,421, respectively.
In addition to its matching contribution, the Company may contribute to the
Plan on behalf of eligible participants, a discretionary contribution in an
amount that the Board of Directors of the Company may, in its sole discretion,
determine. The discretionary contributions for the years ended March 30, 1996
and 1995 were $16,529,376 and $14,966,926, respectively. The discretionary
contribution is allocated to each participant generally in the same ratio that
the participant's base compensation for the Plan year bears to the base
compensation of all participants for such Plan year. The discretionary
contribution for the year ended March 30, 1996 includes 228,385 common shares
of the Company valued at $16,529,364. The discretionary contribution for the
year ended March 30, 1995 includes 225,294 common shares of the Company valued
at $14,966,611.
It is the Company's policy to prefund employee contributions on March 31,
which is the commencement of the Plan's fiscal year. However, for
administrative purposes, fiscal 1997 funding of $17,000,000 was made on March
29, 1996. As the contribution was made before March 30, 1996, it has been
reflected as such in the financial statements of the current Plan year ended
March 30, 1996. Instructions have been made to the Plan's trustee (Fidelity
Investments) to reflect the contribution as part of the Plan year ended
March 30, 1997.
Participant Accounts
A separate account is established and maintained in the name of each
participant and reflects the participants' balance invested therein. Such
balance includes earnings and losses allocated to the participants accounts
based upon the percentage investment of the account balance to the total
fund balances.
<PAGE> 8
1. Description of the Plan (continued)
Vesting
The matching and discretionary contributions made by the Company vest as
follows:
<3 years of service 0% Vested
>3 but <4 years of service 20% Vested
>4 but <5 years of service 40% Vested
>5 but <6 years of service 60% Vested
>6 but <7 years of service 80% Vested
>7 years of service 100% Vested
In addition, 100% vesting occurs upon death or total disability of a
participant, upon attainment of normal retirement age, or upon termination
of the Plan.
Investment Options
The assets of the Plan are invested by Fidelity in seven separate funds:
Fidelity Intermediate Bond Fund, which invests in high and
upper-medium grade fixed-income obligations with intermediate
maturities.
Fidelity Puritan Fund, which invests in a wide variety of securities
of U.S. and foreign issuers, including some emerging markets.
Fidelity Magellan Fund, which invests in common stock and securities
convertible to common stock.
Fidelity Growth and Income Portfolio, which invests in common stock,
securities convertible to common stock, preferred stock and fixed
income securities.
U.S. Equity Index, which invests primarily in the common stock of the
500 companies that make up the S&P's 500 index.
Computer Associates Stock Fund, which is invested in the common stock
of the Company.
Fidelity Retirement Money Market Portfolio, which invests in
high-quality, U.S. dollar denominated money market instruments.
<PAGE> 9
1. Description of the Plan (continued)
Participants may direct future contributions or transfer their current
investment balances between funds on a daily basis in increments of 1%.
Payment of Benefits
The Plan provides for benefit distributions to Plan participants or their
beneficiaries upon the participant's retirement, termination of employment
or death. Any participant may apply to withdraw all or part of his/her
vested account balance subject to specific hardship withdrawal provision
criteria in the Plan and the approval of the Plan Committee.
Participant Loans Receivable
Any participant may take a loan from his/her account based upon certain
provisions of the Plan being met. Upon the death, retirement or termination
of employment of the participant, the Plan may deduct the total unpaid
balance or any portion thereof from any payment or distribution to which
the participant or his beneficiaries may be entitled. Loans bear interest
at market rates and are fixed at the time the loan is applied for. The rate
at March 30, 1996 was 9.25%. All loans must be repaid in equal bi-monthly
installments. Loans generally extend from one to five years.
Expense Allocation
To the extent that the costs of recordkeeping and administration of the
funds are not covered by Plan forfeitures, they are borne by the Plan
sponsor, (the Company). Such costs for Plan years 1996 and 1995 were
$152,711 and $225,117, respectively, and were covered by Plan
forfeitures.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
<PAGE> 10
1. Description of the Plan (continued)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
2. Significant Accounting Policies
Valuation of Investments
Investments in Fidelity funds and Computer Associates Stock Fund are stated
at fair value based upon quoted prices in published sources.
The realized net gain or loss on sale of investments is the difference
between the proceeds received and the average cost of investments sold. The
unrealized net gain or loss is the difference between the fair value and the
cost of investments for each year. These combined amounts are included in the
statement of changes in net assets available for benefits.
3. Investments
The following investments represent 5% or more of the Plan's net assets at
March 30, 1996, which are represented at fair value as determined by quoted
market prices.
<TABLE>
<CAPTION>
Number
of Units Fair Value
------------------------------
<S> <C> <C>
Intermediate Bond Fund 2,250,379 $ 22,818,847
Puritan Fund 3,056,661 53,919,515
U.S. Equity Index Portfolio 883,170 20,922,304
Magellan Fund 602,158 52,694,872
Growth and Income Portfolio 945,439 26,850,494
Computer Associates Stock Fund 3,633,676 162,934,025
Retirement Money Market Portfolio 58,159,872 58,159,872
</TABLE>
<PAGE> 11
4. Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (the "Code"), and its related trust is
therefore exempt from Federal income tax under Section 501 of the Code.
Subsequent to the ruling, the Plan has been amended to comply with
provisions of the Tax Reform Act of 1986 and the tax acts thereafter. The
Plan was restated in its entirety effective March 31, 1992. The Company has
received a favorable tax determination letter from the Internal Revenue
Service dated June 12, 1995. The Company is not aware of any course of action
or series of events that might adversely affect the qualified status of the
Plan.
5. Reconciliation of Financial Statements to form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
March 30,
1996
------------
<S> <C>
Net assets available for benefits per the
financial statements $424,419,480
Amounts allocated to withdrawing participants 2,210,178
------------
Net assets available for benefits per the Form 5500 $422,209,302
============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500
<TABLE>
<CAPTION>
Year ended
March 30, 1996
---------------
<S> <C>
Benefits paid to participants per the
financial statements $ 27,740,675
Add: Amounts allocated to withdrawing
participants at March 30, 1996 2,210,178
Less: Amounts allocated to withdrawing
participants at March 30, 1995 578,887
---------------
Benefits paid to participants per the form 5500 $ 29,371,966
===============
</TABLE>
<PAGE>
Schedules
<PAGE> 12
<TABLE>
Computer Associates Savings Harvest Plan
Item 27a - Schedule of Assets Held for Investment Purposes
March 30, 1996
<CAPTION>
Identity of Issue, Borrower, Number Current
Lessor or Similar Party of Units Cost Value
- -------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Intermediate Bond
Fund 2,250,379 $ 22,891,546 $ 22,818,847
Fidelity Puritan Fund 3,056,662 49,234,073 53,919,515
Fidelity U.S. Equity Index
Portfolio 883,170 17,907,767 20,922,304
Fidelity Magellan Fund 602,158 52,676,974 52,694,872
Fidelity Growth and
Income Portfolio 945,440 24,690,144 26,850,494
Fidelity Retirement Money
Market Portfolio 58,159,871 58,159,872 58,159,872
Computer Associates Stock
Fund 3,633,676 115,976,302 162,934,025
Participant Loans * 9,590,175 9,590,175
-------------------------
Total $351,126,853 $407,890,104
=========================
<FN>
* Details available upon request.
</TABLE>
<PAGE> 13
<TABLE>
Computer Associates Savings Harvest Plan
Item 27d - Schedule of Reportable Transactions
Year ended March 30, 1996
<CAPTION>
Number of Purchase Number Sales Cost of Net Gain
Identity of Party Involved Purchases Price of Sales Price Assets (Loss)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (i) a single
security transaction in
excess of 5% of plan
assets:
Computer Associates
Stock Fund 1 $ 14,966,611
Retirement Money
Market Portfolio 1 17,000,000
Magellan Fund 1 19,534,997
Retirement Money
Market Portfolio 1 17,000,000
Category (iii) - a series
of security transactions
in excess of 5% of plan
assets:
Computer Associates
Stock Fund 252 $161,375,100 250 $153,383,866 $128,415,819 $24,968,047
Puritan Fund 250 28,818,083 244 22,265,119 21,405,753 859,366
Magellan Fund 252 61,421,831 248 37,546,975 36,134,969 1,412,006
Growth and Income
Portfolio 249 23,869,064 236 15,797,277 14,967,437 829,840
Intermediate Bond Fund 249 14,512,467 229 11,334,784 11,480,745 (145,961)
Retirement Money
Market Portfolio 256 150,224,922 252 122,027,842 122,027,842
<FN>
There were no category (ii) or (iv) reportable transactions during the period ended March 30, 1996.
</TABLE>
Exhibit 23 (a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20797 and the Post Effective Amendment No. 1
to said Registration Statement and Form S-8 No. 333-04801) pertaining to
the Computer Associates Savings Harvest Plan of Computer Associates
International, Inc. and in the related prospectus of our report
dated September 6, 1996 with respect to the financial statements and
schedules of the Computer Associates Savings Harvest Plan included in this
Annual Report (Form 11-K) for the year ended March 30, 1996.
Ernst & Young LLP
New York, New York
September 25, 1996
