<PAGE>
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 31, 1997
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....................................................
A. UNITED DEFENSE, L.P. SALARIED EMPLOYEES' PLAN
(Full title of the Plan)
B. FMC CORPORATION
200 East Randolph Drive, Chicago, Illinois 60601
(Name and Address of Issuer)
Page 1
<PAGE>
SIGNATURES
- ----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
FMC Corporation, as Plan Administrator, has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
UNITED DEFENSE, L.P. SALARIED
EMPLOYEES' PLAN
By /s/ J. Paul McGrath
----------------------------------------
J. P. McGrath
Senior Vice President, General Counsel
and Secretary
FMC Corporation
(Plan Administrator)
Dated: October 1, 1997
Page 2
<PAGE>
Independent Auditors' Report
The Board of Directors
The Employee Welfare Benefits Plan
Committee of FMC Corporation:
We have audited the accompanying Statements of Financial Position of United
Defense, L. P. Salaried Employees' Plan (Plan) as of March 31, 1997 and 1996,
and the related Statements of Earnings and Changes in Plan Equity for the years
ended March 31, 1997 and 1996, and for the period from January 1, 1995 through
March 31, 1995. 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 financial position of the Plan as of March 31, 1997
and 1996, and the results of its operations and the changes in its plan equity
for the years ended March 31, 1997 and 1996, and for the period from January 1,
1995 through March 31, 1995 in conformity with generally accepted accounting
principles.
/s/ KMPG Peat Marwick LLP
Chicago, Illinois
September 24, 1997
<PAGE>
UNITED DEFENSE, L.P.
SALARIED EMPLOYEES' PLAN
Statements of Financial Position
March 31, 1997 and 1996
<TABLE>
<CAPTION>
================================================================================
1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Investments in the FMC Corporation Salaried
Employees' Master Trust (notes 2 and 3) $ 80,068,087 54,601,585
Participant loans receivable 2,001,349 717,097
- --------------------------------------------------------------------------------
Total assets $ 82,069,436 55,318,682
================================================================================
Total plan equity $ 82,069,436 55,318,682
================================================================================
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
UNITED DEFENSE, L. P.
SALARIED EMPLOYEES' PLAN
Statement of Earnings and Changes in Plan Equity
Year ended March 31, 1997
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
FMC Fixed Harsco
Combined Stock Income Equity Stock
Balance Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income from the FMC
Corporation Salaried Employees'
Master Trust:
Dividends $ 782,978 610 -- 232,265 550,103
Interest 909,648 3,512 899,100 2,998 4,038
Realized and unrealized
gains (losses), net (2,548,375) (5,546,820) (20,552) 978,519 2,040,478
- -------------------------------------------------------------------------------------------------------
Total investment income (loss) (855,749) (5,542,698) 878,548 1,213,782 2,594,619
- -------------------------------------------------------------------------------------------------------
Contributions and deposits:
Participating employees 16,666,447 9,766,004 1,818,214 3,143,215 1,939,014
Employer 7,636,350 7,636,350 -- -- --
Rollovers 8,776,584 861,314 6,655,696 1,256,994 2,580
- -------------------------------------------------------------------------------------------------------
Total contributions and deposits 33,079,381 18,263,668 8,473,910 4,400,209 1,941,594
- -------------------------------------------------------------------------------------------------------
Total additions 32,223,632 12,720,970 9,352,458 5,613,991 4,536,213
- -------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Employee withdrawals from the plan (5,421,385) (2,367,122) (756,596) (475,917) (1,821,750)
Fund transfers -- (46,478) 47,845 19,248 (20,615)
Expenses (51,493) -- (51,493) -- --
- -------------------------------------------------------------------------------------------------------
Total deductions (5,472,878) (2,413,600) (760,244) (456,669) (1,842,365)
- -------------------------------------------------------------------------------------------------------
Net increase 26,750,754 10,307,370 8,592,214 5,157,322 2,693,848
Plan equity, beginning of year 55,318,682 19,706,741 6,185,818 5,232,581 24,193,542
- -------------------------------------------------------------------------------------------------------
Plan equity, end of year $82,069,436 30,014,111 14,778,032 10,389,903 26,887,390
=======================================================================================================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
UNITED DEFENSE, L. P.
SALARIED EMPLOYEES' PLAN
Statement of Earnings and Changes in Plan Equity
Year ended March 31, 1996
<TABLE>
<CAPTION>
===============================================================================================================================
FMC Fixed Harsco
Combined Stock Income Equity Stock
Balance Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income from the FMC
Corporation Salaried Employees'
Master Trust:
Dividends $ 830,708 -- -- 299,746 530,962
Interest 417,435 1,436 409,987 699 5,313
Realized and unrealized
gains (losses), net 10,384,824 1,995,833 (55,372) 758,187 7,686,176
- -------------------------------------------------------------------------------------------------------------------------------
Total investment income 11,632,967 1,997,269 354,615 1,058,632 8,222,451
- -------------------------------------------------------------------------------------------------------------------------------
Contributions and deposits:
Participating employees 14,304,317 7,682,439 2,651,109 1,857,281 2,113,488
Employer 6,580,140 6,580,140 -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
Total contributions and deposits 20,884,457 14,262,579 2,651,109 1,857,281 2,113,488
- -------------------------------------------------------------------------------------------------------------------------------
Total additions 32,517,424 16,259,848 3,005,724 2,915,913 10,335,939
- -------------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Employee withdrawals from the plan (3,117,278) (482,640) (814,757) (227,059) (1,592,822)
Fund Transfers -- (333,329) 168,017 96,001 69,311
- -------------------------------------------------------------------------------------------------------------------------------
Total deductions (3,117,278) (815,969) (646,740) (131,058) (1,523,511)
- -------------------------------------------------------------------------------------------------------------------------------
Net increase 29,400,146 15,443,879 2,358,984 2,784,855 8,812,428
Plan equity, beginning of period 25,918,536 4,262,862 3,826,834 2,447,726 15,381,114
- -------------------------------------------------------------------------------------------------------------------------------
Plan equity, end of period $55,318,682 19,706,741 6,185,818 5,232,581 24,193,542
===============================================================================================================================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
UNITED DEFENSE, L.P.
SALARIED EMPLOYEES' PLAN
Statement of Earnings and Changes in Plan Equity
For the period from January 1, 1995 through March 31, 1995
<TABLE>
<CAPTION>
====================================================================================================================================
FMC Fixed Harsco
Combined Stock Income Equity Stock
Balance Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income from the FMC
Corporation Salaried Employees'
Master Trust:
Dividends $ 118,128 - - 1,739 116,389
Interest 85,671 290 81,268 1,309 2,804
Realized and unrealized
gains (losses), net 1,435,012 166,776 (12,463) 266,584 1,014,115
- ------------------------------------------------------------------------------------------------------------------------------------
Total investment income 1,638,811 167,066 68,805 269,632 1,133,308
- ------------------------------------------------------------------------------------------------------------------------------------
Contributions and deposits:
Participating employees 3,746,974 1,939,259 734,272 548,179 525,264
Employer 1,723,461 1,654,128 - - 69,333
Rollovers 19,392,091 525,313 3,163,041 1,757,686 13,946,051
- ------------------------------------------------------------------------------------------------------------------------------------
Total contributions and deposits 24,862,526 4,118,700 3,897,313 2,305,865 14,540,648
- ------------------------------------------------------------------------------------------------------------------------------------
Total additions 26,501,337 4,285,766 3,966,118 2,575,497 15,673,956
- ------------------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Employee withdrawals from the plan (582,762) (22,904) (139,245) (127,771) (292,842)
Expenses (39) - (39) - -
- ------------------------------------------------------------------------------------------------------------------------------------
Total deductions (582,801) (22,904) (139,284) (127,771) (292,842)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase 25,918,536 4,262,862 3,826,834 2,447,726 15,381,114
Plan equity, beginning of period - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
-
Plan equity, end of period $ 25,918,536 4,262,862 3,826,834 2,447,726 15,381,114
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
UNITED DEFENSE, L.P.
SALARIED EMPLOYEES' PLAN
Notes to Financial Statements
March 31, 1997 and 1996
================================================================================
(1) Description of the Plan
The following description of the United Defense, L. P. Salaried Employees'
Plan (the Plan) provides only general information. Participants should
refer to the plan text for a more complete description of the Plan's
provisions.
(a) General
The Plan is a qualified salary-reduction plan established on January 1,
1995 under Section 401(k) of the Internal Revenue Code, which covers all
full-time employees of United Defense, L. P. (the Company) (other than
employees who generally reside or work outside of the United States and
employees covered by a collective bargaining agreement which does not
provide for participation in the Plan). Such employees are eligible to
participate in the Plan immediately upon commencement of their employment
with the Company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
United Defense, L. P. is a 60% owned joint venture of FMC Corporation (the
Parent Company). The remaining 40% is owned by Harsco Corporation.
(b) Contributions
Participants may currently elect to have their annual compensation reduced
by up to $9,500, subject to adjustments to reflect changes in the cost of
living, but not by more than 15% of their total compensation in the
aggregate. The aggregate amount of such reductions is contributed to the
plan trust on a pre-tax basis. Participants may also elect to make after-
tax contributions, either as an alternative to pre-tax contributions, or in
addition to the maximum pre-tax contributions of $9,500 (but not more than
15% of their total compensation in the aggregate). The Company makes
matching contributions of from 15% to 100% of the portion of those
contributions not in excess of 5% of each participant's compensation (Basic
Contribution), regardless of the $9,500 limit on pre-tax contributions.
(c) Trust Agreement
Effective January 1, 1995, the Parent Company and Harris Trust and Savings
Bank (the Trustee) established the FMC Corporation Salaried Employees'
Master Trust (the Master Trust) for the collective investment of the assets
of the Plan's trust, the trust associated with the FMC Employees' Thrift
and Stock Purchase Plan and of a trust associated with the United Defense,
L.P., York Plan. Upon establishment of the Master Trust, the net assets of
the trusts were transferred to the Master Trust. On July 1, 1996, the net
assets were transferred to Citibank, N. A. (Citibank) as a result of
Citibank's purchase of Harris Trust and Savings Bank's Master Trust
Division.
5
<PAGE>
UNITED DEFENSE, L. P.
SALARIED EMPLOYEES' PLAN
Notes to Financial Statements
================================================================================
(d) Investment of Funds
Within the Master Trust, the Trustee has established an FMC Stock Fund, a
Fixed Income Fund, an Equity Fund, and a Harsco Fund. The FMC Stock Fund
consists of shares of the common stock of the Parent Company. The Fixed
Income Fund consists of investments in contracts with banks and insurance
companies which guarantee repayment of principle with interest at a fixed
or fixed minimum rate for a specified period of time. The Fixed Income Fund
is authorized to include (1) securities issued or guaranteed by the U. S.
Government, or any of its agencies or instrumentalities, and (2) short-
term, interest-bearing debt obligations pending investment in guaranteed
income contracts or government securities. The Equity Fund consists of
shares of mutual funds registered under the Investment Company Act of 1940.
The Harsco Stock Fund consists of common shares of Harsco Corporation, and
was not available as an investment election of the Parent Company's plan
included in the Master Trust.
All Company contributions to the Plan are invested by the Trustee in the
FMC Stock Fund and credited to the respective accounts of the employees
participating in the Plan. All employees contributing to the Plan are
entitled to elect to have the Trustee invest their contributions in 25%
increments in: (i) the FMC Stock Fund, (ii) the Fixed Income Fund, (iii)
the Equity Fund, or (iv) the Harsco Stock Fund. A participant's investment
election may be changed prospectively for any plan year. In addition, a
participant who has attained age 55 may elect to have all or part (in
increments of 25%) of the accumulated balance of the participant's FMC
Stock, Fixed Income, Harsco Stock, and Equity Funds attributable to the
participant's contributions transferred among those funds.
(e) Vesting
Participants are immediately vested in their elective contributions plus
actual earnings thereon. Vesting in the Company's contribution and related
earnings is based on years of service. A participant is 100% vested after
five years of service.
(f) Payment of Benefits
On termination of service or attainment of age 59-1/2, any participant may
elect to immediately receive a lump-sum distribution equal to the value of
his or her account. Participants aged 55 or older or whose accounts are
valued at not less than $3,500 may upon termination elect to defer their
lump-sum distribution or receive annual installments over a ten-year
period. If a participant is not fully vested in the Company's contributions
to his or her account on the date of termination of the participant's
employment, the unvested portion is forfeited. Such forfeitures reduce
future Company contributions to the Plan.
(Continued)
6
<PAGE>
UNITED DEFENSE, L.P.
SALARIED EMPLOYEES' PLAN
Notes to Financial Statements
================================================================================
(g) Expenses
The compensation and expenses of the Trustee are paid by the Company. All
other expenses of the Plan may be paid by the Trustee out of the assets of
the Plan and constitute a charge upon the respective investment funds or
upon an individual participant's account as provided in the Plan.
(h) Withdrawals and Loans
The Plan allows participants to make hardship cash withdrawals (subject to
income taxation and IRS penalties) of some or all of their vested account
balances. Eligible participants may also receive money from the Plan in the
form of loans. The minimum that may be borrowed is $1,000; the maximum is
the lesser of $50,000, as adjusted, or 50% of the participant's vested
account balance. Loans must be repaid over 60 months with interest at the
announced Fixed Income Fund rate or some other reasonable rate as
determined by the Company. Participant loans outstanding as of March 31,
1997 and 1996 were approximately $2 million and $0.7 million, respectively.
(i) 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 the Plan and ERISA. In the
event of plan termination, participants will become 100% vested in their
account balances.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies which have been
applied in the preparation of the accompanying financial statements.
(a) Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
(b) Investments
Security transactions are recorded in the financial statements on a
settlement date basis, which does not differ materially from a trade date
basis.
(c) Valuation of Investments
Quoted or estimated market prices are used to value investments except
for certain contracts with banks and insurance companies which guarantee
repayment of principal with interest at a fixed or fixed minimum rate for a
specified period of time. These contracts are valued at contract value.
7 (Continued)
<PAGE>
UNITED DEFENSE, L.P.
SALARIED EMPLOYEES' PLAN
Notes to Financial Statements
================================================================================
(d) Participants' Equity
For financial statement purposes, the cost per share of FMC Corporation
common stock is stated at the price paid by the Trustee on a national
securities exchange. In computing individual participants' equity for tax
purposes, the cost per share of FMC Corporation common stock is determined
by (i) the price paid by the Trustee on a national securities exchange or
(ii) the price paid per share of FMC Corporation common stock reacquired
from a withdrawing participant electing a cash withdrawal.
(e) Basis of Allocation of Master Trust Net Assets and Net Income
The Trusts participating in the Master Trust have an undivided interest
in the assets (except for Harsco Corporation stock), liabilities, income,
expenses, and gains or losses of the Master Trust. For allocation purposes,
each of the participating trusts retain an ownership percentage in the
Master Trust net assets which was initially established on the basis of
relative net assets contributed by each plan to the Master Trust. Each
month, the percentage is adjusted based on the relative amount of
contributions and distributions attributable to each plan. The percentage
calculated at each month-end is used to allocate the investment income, net
of expenses, and gains or losses of Master Trust investments during that
month. At March 31, 1997 and 1996, the Plan's (and its trust's) interests
in the net assets of the Master Trust were approximately 10% and 6%
respectively, which included investments in the following funds:
===============================================================================
<TABLE>
<CAPTION>
March 31,
---------
1997 1996
----------- ----------
<S> <C> <C>
FMC Stock Fund $29,545,175 19,538,707
Fixed Income Fund 14,236,633 5,991,812
Equity Fund 10,066,307 5,116,650
Harsco Stock Fund 26,219,972 23,954,416
- -------------------------------------------------------------------------------
$80,068,087 54,601,585
===============================================================================
</TABLE>
(f) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and reported amount of revenue and expenses
during the reporting period. Actual results could differ from these
estimates, but the plan administrator does not believe such differences
will materially affect the Plan's financial position or results of
operations.
(Continued)
8
<PAGE>
UNITED DEFENSE, L.P.
SALARIED EMPLOYEES' PLAN
Notes to Financial Statements
================================================================================
(3) Master Trust Investments
The following tables present the cost and fair value of investments for
the Master Trust at March 31, 1997 and 1996. All individual investments
greater than 5% of Plan assets are separately identified:
================================================================================
<TABLE>
<CAPTION>
March 31, 1997
Number of ------------------
shares Market Cost
- -------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Investments at fair value as determined
by quoted market prices:
FMC common stock 7,551,260 $462,515 87,877
Harsco common stock 1,128,242 41,039 16,673
- -------------------------------------------------------------------------------
503,554 104,550
FNMA bonds 49,127 49,392
- -------------------------------------------------------------------------------
552,681 153,942
- -------------------------------------------------------------------------------
Investments at estimated fair value:
Mutual funds 75,310 53,157
Cash 12,517 12,517
- -------------------------------------------------------------------------------
87,827 65,674
- -------------------------------------------------------------------------------
Investments at contract value--
fixed rate insurance contracts 175,628 186,725
- -------------------------------------------------------------------------------
$816,136 406,341
===============================================================================
</TABLE>
(Continued)
9
<PAGE>
UNITED DEFENSE, L. P.
SALARIED EMPLOYEES' PLAN
Notes to Financial Statements
<TABLE>
<CAPTION>
===============================================================================
March 31, 1996
Number of -----------------------
shares Market Cost
- -------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Investments at fair value as determined
by quoted market prices:
FMC common stock 7,636,816 $573,716 78,164
Harsco common stock 572,730 37,943 16,551
- -------------------------------------------------------------------------------
611,659 94,715
FNMA bonds 49,427 49,392
- -------------------------------------------------------------------------------
661,086 144,107
- -------------------------------------------------------------------------------
Investments at estimated fair value:
Mutual funds 58,820 41,798
Cash 419 419
- -------------------------------------------------------------------------------
59,239 42,217
- -------------------------------------------------------------------------------
Investments at contract value-
fixed rate insurance contracts 184,717 184,717
- -------------------------------------------------------------------------------
$905,042 371,041
===============================================================================
</TABLE>
(Continued)
10
<PAGE>
UNITED DEFENSE, L.P.
SALARIED EMPLOYEES' PLAN
Notes to Financial Statements
================================================================================
Investment income for the Master Trust for the years ended March 31, 1997
and 1996, and for the period from January 1, 1995 through March 31, 1995 is
as follows:
<TABLE>
<CAPTION>
==================================================================================================
The period from
Year ended Year ended January 1, 1995
March 31, March 31, through
1995 1996 March 31, 1995
- --------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in fair
value of investments:
FMC common stock $ (111,194) 104,906 19,361
Harsco common stock 3,177 12,668 1,761
Mutual funds 8,663 10,868 4,002
FNMA bonds (1,548) (2,867) --
- --------------------------------------------------------------------------------------------------
(100,902) 125,575 25,124
Interest 18,733 19,597 5,156
Dividends 2,975 4,754 228
- --------------------------------------------------------------------------------------------------
$ (79,194) 149,926 30,508
==================================================================================================
</TABLE>
(4) Income Taxes
The Plan has applied for but has not yet received a favorable determination
letter from the Internal Revenue Service as to the Plan's qualification.
The plan administrator is confident that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (Code) and therefore, the
related trust is exempt from tax under Section 501(a) of the Code.
The plan administrator is not aware of any activity or transactions that
may adversely affect the qualified status of the Plan.
The Company receives a Federal income tax deduction for its contributions
to the Plan. Participating employees are not subject currently to Federal
income tax on their elective contributions, Company contributions,
appreciation in the Company's common stock, income, and other items
allocated to their individual accounts. Individual participants are taxed
on such items at the time of distribution from the Plan.
11
<PAGE>
<TABLE>
<CAPTION>
PAGE 1
EXHIBIT INDEX
EXHIBIT TABLE DESCRIPTION
- ------------- -----------
<S> <C>
10.1 United Defense, L.P. Salaried Employees' Plan (incorporated by reference
from Exhibits 4.6 and 4.7 to the Registration Statement on Form S-8 filed on
October 1, 1997).
10.2 FMC Corporation Salaried Employees' Master Trust Agreement effective
January 1, 1995 (incorporated by reference from Exhibit 10.3 to the Form
11-K filed on October 12, 1995).
10.3 Amendment to FMC Salaried Employees' Master Trust dated April 20, 1995 and
effective January 1, 1995 (incorporated by reference from Exhibit 10.4 to
the Form 11-K filed on October 12, 1995).
23 Consent of KPMG Peat Marwick LLP
</TABLE>
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
EXHIBIT 23
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
FMC Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of FMC Corporation of our reports dated September 24, 1997, relating to the
Statements of Financial Position of the United Defense, L.P. York Plan as of
March 31, 1997 and 1996, and the Statements of Earnings and Changes in Plan
Equity for each of the years in the two-year period ended March 31, 1997 and the
period from January 1, 1995 through March 31, 1995 and the Statements of
Financial Position of the United Defense, L.P. Salaried Employees Plan as of
March 31, 1997 and 1996, and the Statements of Earnings and Changes in Plan
Equity for each of the years in the two-year period ended March 31, 1997 and the
period from January 1, 1995 through March 31, 1995.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 26, 1997
