SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-2755
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
GTE HOURLY SAVINGS PLAN
GTE CORPORATION
ONE STAMFORD FORUM
STAMFORD, CONNECTICUT 06904
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
GTE Hourly Savings Plan:
We have audited the accompanying statements of net assets available for
plan benefits, with fund information of the GTE Hourly Savings Plan as of
December 31, 1996 and 1995, and the related statement of changes in net
assets available for plan benefits, with fund information for the year ended
December 31, 1996. These financial statements are the responsibility of the
Plan Administrator. 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 audits 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 plan benefits
of the Plan as of December 31, 1996 and 1995, and the changes in net assets
available for plan benefits for the year ended December 31, 1996 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 fund information in the
statements of net assets available for plan benefits and statement of
changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan benefits of each
fund. The fund information has been subjected to the auditing procedures
applied in the audits 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.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
June 23, 1997
<TABLE>
GTE HOURLY SAVINGS PLAN
STATEMENT of Net Assets Available for Plan Benefits, WITH FUND INFORMATION
DECEMBER 31, 1996
(thousands of dollars)
<CAPTION>
Investments
in Master Trust Receivables Total
<S> <C> <C> <C>
FIDELITY FUNDS:
Equity-Income Fund $ 47,010 $ 182 $ 47,192
Overseas Fund 18,846 94 18,940
U.S. Equity Index Collective Trust Fund 60,974 140 61,114
Retirement Government Money Market Portfolio 46,819 388 47,207
Magellan Fund 86,899 372 87,271
Conservative Strategy Portfolio 110,865 118 110,983
Conservative Growth Strategy Portfolio 33,704 126 33,830
Moderate Growth Strategy Portfolio 46,620 195 46,815
Long-Term Growth Strategy Portfolio 39,752 175 39,927
OTHER FUNDS:
GTE Stock Portfolio 528,150 22,848 550,998
PAYSOP Fund (Note 5) 266,801 - 266,801
Loan Fund 66,828 - 66,828
Total $1,353,268 $24,638 $1,377,906
The accompanying notes are an integral part of this financial statement.
GTE HOURLY SAVINGS PLAN
STATEMENT of Net Assets Available for Plan Benefits, WITH FUND INFORMATION
DECEMBER 31, 1995
(thousands of dollars)
<CAPTION>
Investments
in Master Trust Receivables Total
<S> <C> <C> <C>
FIDELITY FUNDS:
Equity-Income Fund $ 31,875 $ 131 $ 32,006
Overseas Fund 14,626 86 14,712
U.S. Equity Index Collective Trust Fund 37,357 64 37,421
Retirement Government Money Market Portfolio 37,246 386 37,632
Magellan Fund 81,713 391 82,104
Conservative Strategy Portfolio 105,449 114 105,563
Conservative Growth Strategy Portfolio 31,200 112 31,312
Moderate Growth Strategy Portfolio 38,309 177 38,486
Long-Term Growth Strategy Portfolio 30,828 151 30,979
OTHER FUNDS:
GTE Stock Portfolio 479,457 21,540 500,997
Loan Fund 56,859 - 56,859
Total $944,919 $23,152 $968,071
The accompanying notes are an integral part of this financial statement.
GTE HOURLY SAVINGS PLAN
STATEMENT of Changes in Net Assets Available for Plan Benefits, WITH FUND INFORMATION
For the Year Ended DECEMBER 31, 1996
(thousands of dollars)
<CAPTION>
Fidelity Funds
U.S. Equity Retirement
Equity- Index Government Conservative
Income Overseas Collective Money Market Magellan Strategy
Fund Fund Trust Fund Portfolio Fund Portfolio
<S> <C> <C> <C> <C> <C> <C>
Interest and Dividends $ 2,796 $ 1,123 $ - $ 2,048 $13,003 $ -
Net Investment Gain (Loss) (Note 2) 4,549 912 8,886 - (3,906) 5,930
Contributions (Note 3):
Employee 4,076 2,346 2,284 9,658 10,090 2,928
Employer - - - - - -
Transfers From Other Plans (Note 5) 35 16 9,176 46 55 11,184
Net Transfers Between Funds 6,681 867 6,663 1,242 (8,080) (4,014)
Participant Loans:
Repayments 983 611 546 5,014 2,707 900
Withdrawals (1,068) (577) (910) (3,123) (2,886) (2,066)
Withdrawals and Terminations (2,866) (1,070) (2,952) (5,310) (5,816) (9,442)
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS DURING THE YEAR 15,186 4,228 23,693 9,575 5,167 5,420
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 32,006 14,712 37,421 37,632 82,104 105,563
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $47,192 $18,940 $61,114 $47,207 $87,271 $110,983
The accompanying notes are an integral part of this financial statement.
GTE HOURLY SAVINGS PLAN
STATEMENT of Changes in Net Assets Available for Plan Benefits, WITH FUND INFORMATION
For the Year Ended DECEMBER 31, 1996
(thousands of dollars)
<CAPTION>
Fidelity Funds Other Funds
Conservative Moderate Long-Term
Growth Growth Growth GTE
Strategy Strategy Strategy Stock PAYSOP Loan
Portfolio Portfolio Portfolio Portfolio Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Interest and Dividends $ - $ - $ - $ 20,474 $ 2,539 $ 4,291 $ 46,274
Net Investment Gain (Loss) (Note 2) 2,848 4,997 4,385 14,820 423 - 43,844
Contributions (Note 3):
Employee 2,931 4,847 4,263 13,349 - - 56,772
Employer - - - 22,338 - - 22,338
Transfers From Other Plans (Note 5) 13 29 23 32,786 265,509 2,271 321,143
Net Transfers Between Funds 171 1,489 2,155 (7,174) - - -
Participant Loans:
Repayments 807 1,214 1,071 15,902 - (29,755) -
Withdrawals (807) (1,306) (1,075) (21,498) - 35,316 -
Withdrawals and Terminations (3,445) (2,941) (1,874) (40,996) (1,670) (2,154) (80,536)
INCREASE IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS DURING THE YEAR 2,518 8,329 8,948 50,001 266,801 9,969 409,835
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 31,312 38,486 30,979 500,997 - 56,859 968,071
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $33,830 $46,815 $39,927 $550,998 $266,801 $66,828 $1,377,906
The accompanying notes are an integral part of this financial statement.
</TABLE>
GTE HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Description of the Plan:
Eligibility
The GTE Corporation ("GTE") GTE Hourly Savings Plan (the "Plan") is a
defined contribution plan under the Employee Retirement Income Security Act
of 1974 ("ERISA"). The Plan provides eligible employees of GTE and its
subsidiaries ("Participating Affiliates") with a convenient way to save for
both medium and long-term needs.
The Plan is generally available to any eligible employee as defined by
the plan document, of GTE or a Participating Affiliate, who either is in a
unit covered by a collective bargaining agreement that provides for
participation in the Plan, or is a nonunion hourly-paid employee that GTE or
a Participating Affiliate has agreed, by resolution of its board of
directors, to co-sponsor under the Plan. To the extent expressly provided
in any written separation policy of GTE or a Participating Affiliate,
eligible employee also includes any former employee of GTE or a
Participating Affiliate who is receiving salary continuation payments
pursuant to the separation policy.
An individual's active participation in the Plan shall terminate when
the individual ceases to be an eligible employee; but, the individual shall
remain a participant until the entire account balance under the Plan has
been distributed or forfeited.
Vesting and Investment Choices
Matching contributions vest immediately upon death, disability,
retirement, attainment of age 65 or five years of service with GTE or a
Participating Affiliate. For participants with less than five years of
service, matching contributions vest 50% immediately and 50% 24 months after
the end of the Plan year for which the contributions were made. Forfeitures
of a participant's account due to termination prior to 100% vesting are used
to reduce GTE's future contributions.
Each participant directs their contributions to be invested in one of
the following current investment options: five Fidelity funds, four
Fidelity strategy portfolios, the GTE stock portfolio or in any combination
of these funds and portfolios. Participants are permitted to make changes
to their investment choices on a daily basis. A description of the
investment choices follows:
a. Fidelity Equity-Income Fund - invests primarily in corporate
common and preferred stock, with up to 20% of the fund invested
in bonds and convertible securities.
b. Fidelity Overseas Fund - invests primarily in foreign
securities whose principal activities are outside the United
States and also invests in public and private bonds (both
foreign and domestic), bank deposits and money market
instruments denominated in United States dollars or foreign
currencies.
GTE HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
c. Fidelity U.S. Equity Index Collective Trust Fund - invests
in commingled funds seeking to provide results that correspond
to the total return performance of common stocks publicly traded
in the United States as represented by the Standard & Poor's 500
Composite Stock Price Index.
d. Fidelity Retirement Government Money Market Portfolio -
invests in high-quality money market instruments and obligations
issued or guaranteed by the United States government or its
agencies.
e. Fidelity Magellan Fund - invests primarily in stocks and
securities convertible into common stock of United States and
foreign companies and in high yield securities, options and
futures contracts related to securities in the portfolio.
f. Fidelity Conservative Strategy Portfolio - invests 100% of
its assets in an underlying portfolio of fixed-income
securities, including investment contracts and bonds.
g. Fidelity Conservative Growth Strategy Portfolio - invests
approximately 75% of its assets in a portfolio of fixed-income
securities, including investment contracts and bonds, with the
remaining 25% invested in a portfolio of United States equities.
h. Fidelity Moderate Growth Strategy Portfolio - invests
approximately 50% of its assets in a portfolio of United States
equities. The remaining 50% is invested in a portfolio of fixed-
income securities, including investment contracts and bonds.
i. Fidelity Long-Term Growth Strategy Portfolio - invests
approximately 75% of its assets in a portfolio of equity
securities consisting of a combination of United States equities
(50%) and international equities (25%). The remaining 25% is
invested in a portfolio of fixed-equities income securities,
including investment contracts and bonds.
j. GTE Stock Portfolio - invests principally in GTE common
stock, but may also invest a portion in short-term money market
instruments.
The Savings Plan Committee may, at its sole discretion, eliminate,
and/or change the underlying composition of any of the investment options,
and may add other funds as a current investment option.
Participant Loans
A loan feature is available to participants which permits borrowing up
to 50% of a participant's vested balance, subject to certain limitations.
The primary assets of the Loan Fund are promissory notes executed by
participants who have taken loans.
GTE HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Interest rates on loans are equal to the prime interest rate on the
first business day of each calendar quarter. Participant loans are
withdrawn proportionately from the participants' investment accounts. When
loans are repaid, the principal and interest amounts are reinvested
according to the participants' current investment choices. Short-term loans
are from six months to five years; long-term loans for the purchase of a
primary residence are from sixty months to twenty years.
Master Trust
The Plan participates in the GTE Master Savings Trust (the "Master
Trust") and, along with other plans, owns a percentage of the assets in the
Master Trust. These percentages are based on a pro rata share of the Master
Trust assets. At December 31, 1996 and 1995, the Plan owned approximately
22% and 18%, respectively, of the assets in the Master Trust. Interest and
dividends along with net investment gains or losses are allocated to the
Plan on a daily basis based upon the Plan's participation in the various
investment funds and portfolios that comprise the Master Trust as a
percentage of the total participation in such funds and portfolios (see Note
6).
Trustee
Fidelity Management Trust Company (the "Trustee") has been designated as
the Trustee under the Plan and is responsible for the investment,
reinvestment, control and disbursement of the funds and portfolios of the
Plan. Expenses of administering the Plan and related funds and portfolios,
including fees and expenses of the Trustee, are charged to the participants'
accounts. GTE Service Corporation, a subsidiary of GTE, is the plan
administrator.
Plan Modification
GTE reserves the right to terminate, modify, alter or amend the Plan at
any time, provided that no such change shall permit any of the funds to be
used for any purpose other than the exclusive benefit of the participants.
In the event of termination or discontinuance of the Plan by GTE,
participants' interest in their accounts will become fully vested.
Effective January 1, 1997, participants may elect to have dividends on
GTE common stock paid in cash rather than reinvested in the Plan. Also, GTE
has enhanced the Plan to 16 investment choices from the 10 current
investment choices. The investment choices added are as follows: The
Aggressive Growth Strategy, MAS Fixed Income Fund, Morgan Stanley
Institutional Equity Growth Fund, Templeton Institutional Foreign Equity
Fund, Warburg Pincus Emerging Growth Fund and the Templeton Institutional
Emerging Market Fund.
GTE HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
(2) Accounting Policies:
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles which require that estimates
and assumptions be made that affect reported amounts. Actual results could
differ from those estimates.
Investments are stated at market value determined from publicly stated
price information, if available; otherwise, the estimated fair value is
used. Guaranteed investment contracts are stated at cost plus accrued
interest. Net investment gains and losses include both unrealized gains and
losses on investments held by the Plan at year end as well as realized gains
and losses on investments sold during the year. Net unrealized and net
realized gains and losses are based on the changes in value of the
investments at the beginning of the Plan year or at the time of purchase if
acquired during the Plan year. For 1996, the GTE Stock Portfolio, had a
realized loss of $1.9 million and an unrealized gain of $16.7 million.
(3) Contributions:
The Plan is funded by employee contributions up to a maximum of 16% of
compensation and by company matching contributions in shares of GTE common
stock ranging from 50% to 75%, depending on the collective bargaining
agreement, of the initial 6% of the participants' contributions not
withdrawn during the Plan year. The company matching contributions are
credited following the close of each calendar year to the accounts of
participants who have not terminated their active participation. Participant
contributions may be before tax ("Elective Contributions") or from currently
taxed compensation ("After Tax Contributions"). Each participant's Elective
Contributions for the 1996 Plan year was limited to $9,500. The total amount
of Elective Contributions, After-Tax Contributions and company matching
contributions and certain forfeitures that may be allocated to a Plan
participant for the 1996 Plan year was limited to the lesser of (i) $30,000
or (ii) 25% of the participant's total compensation; and the compensation on
which such contributions were based was limited to $150,000.
GTE matching contributions are made in GTE common stock and in general,
participants cannot redirect these shares into other investment choices. For
the 1996 Plan year, total company matching contributions of 479,627 shares
of GTE common stock were made with a market value at date of contribution of
$22.3 million. Employer contributions receivable in the GTE Stock Portfolio
were $22.3 million and $21.1 million at December 31, 1996 and 1995,
respectively.
(4) Tax Status:
The Plan is a qualified profit sharing plan under Sections 401(a),
401(k) and 501 of the Internal Revenue Code of 1986, as amended, ("the
Code") and consequently is exempt from income tax. Management amended the
Plan in 1995 to comply with the final rulings under the Tax Reform Act of
1986, as amended, and had filed for a determination letter in accordance
with guidelines as issued by the Internal Revenue Service. Management
received a letter to the effect that the Plan, as amended qualifies under
Sections 401(a), 401(k) and 501 of the Code.
GTE HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
(5) Transfers From Other Plans:
Effective November 15, 1996, a portion of the GTE Consolidated Employee
Stock Ownership Plan (the "PAYSOP") was merged into the Plan. Accordingly,
approximately 5.4 million shares of GTE common stock with an approximate
market value of $242 million and a small amount of cash was transferred into
the Plan. All participants in the PAYSOP are fully vested. The only
participant directed funds are those which were contributed by participants
between 1979 and 1982. All other contributions, in the form of GTE common
shares, were made by GTE. Participants may elect to reinvest dividends or
receive them in cash. Participants cannot borrow from this account; however,
the balance is used to determine a maximum loan amount available to
participants.
Effective December 31, 1996, as a result of ongoing labor union
negotiations, all participants and net assets of the GTE Corporation
Savings, Investment & Tax-Defferral Plan for Hourly Employees were
transferred into the Plan. Accordingly, approximately $55 million of net
assets were transferred into the Plan.
(6) GTE Master Savings Trust:
The plans participating in the Master Trust include the GTE Savings
Plan; GTE Hourly Savings Plan; GTE Corporation Savings, Investment &
Tax-Deferral Plan for Hourly Employees; AGCS Savings Plan (limited
participation) and AGCS Hourly Savings Plan (limited participation).
In the Master Trust, funds are invested in contracts with insurance
companies which represented 68% of the conservative pool consisting of 58
investment contracts held with 20 insurance companies. These insurance
companies, excluding Mutual Benefit Life Insurance Company ("Mutual
Benefit") and Confederation Life Insurance and Annuity Company
("Confederation") discussed below were rated AA- or better by Standard &
Poor's as of December 31, 1996 and 1995. The contracts are included in the
financial statements at contract value, approximately $621 million, which
approximates fair value, as reported by the insurance companies.
Contract value represents contributions made under the contract, plus
earnings, less withdrawals and administrative expenses. Investment
contracts are normally set at a fixed rate through maturity, which is also
the minimum crediting interest rate. Limitations on guarantees for normal
investment contracts are dependent on the creditworthiness of the insurance
company. Synthetic investment contracts ("Synthetics") are determined by an
internal rate of return calculation that equates market value and book value
at the expected average life of the securities. The Synthetics interest
rate is reset quarterly but has no minimum crediting rate. Limitations on
Synthetics are dependent upon the credit quality of the underlying
securities.
The investment contracts had average yields of 7.0% and 6.9% at December
31, 1996 and 1995, respectively. The crediting interest rate for the
investment contracts, excluding Mutual Benefit and Confederation, had a
range from 5.28% to 8.56% and 5.28% to 8.90% at December 31, 1996 and 1995
respectively. The investment contracts have scheduled maturities from
January 6, 1997 to February 5, 2001.
GTE HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
At December 31, 1996, the income pool had an investment contract with
Mutual Benefit which represented approximately 4% of the conservative pool's
investments and approximately 1% of the Master Trust investments. At
December 31, 1996, this investment is carried at contract value of $38.2
million in the Master Trust. On July 15, 1991, the Board of Directors of
Mutual Benefit asked the New Jersey Department of Insurance to place Mutual
Benefit into rehabilitation. On January 15, 1993, Mutual Benefit filed its
First Amended Plan of Rehabilitation which was approved by the Superior
Court of New Jersey effective May 2, 1994. GTE participated in the plan and
received a new contract which preserves principal and extends maturities,
with minimum interest and premium payments over the rehabilitation period.
During 1996, the contract was credited with interest at 6.35% for the period
from January 1, 1996 to September 30, 1996; and at 9.25% for the period from
October 1, 1996 to December 31, 1996. In each subsequent year, the contract
balance will earn an annual rate of interest that can be adjusted each year,
or more often under certain circumstances, and will be determined by a
formula based on the investment performance of the assets which support the
GTE contract. There is no reserve held for resolution of the
rehabilitation.
At December 31, 1996, the income pool had three investment contracts
with Confederation at a contract value of $13.6 million, which represented
approximately 2% of the conservative pool's investments and is less than 1%
of the Master Trust investments. On August 11, 1994, Confederation was
seized by Canada's Office of the Superintendent of Financial Institutions.
In the fourth quarter of 1996 a hearing was held with Confederation Life
to approve a rehabilitation workout plan. The Trustee analyzed the Plans
rehabilitation options and issued their recommendation, which GTE concurred
with. On April 25, 1997 the Plan received $11.5 million or 89% of the
distributable liquid assets. On May 27, 1997 the Plan received an additional
$1.5 million or 11% of the distributable liquid assets. On July 31, 1997,
the first illiquid trust distributions will be made, if any, with semiannual
distributions thereafter.
The following schedules reflect the Master Trust net investments by fund
as of December 31, 1996 and 1995 and investment income for the year ended
December 31, 1996:
GTE HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
December 31,
Investments in Master Trust: 1996 1995
(thousands of dollars)
Fidelity funds:
Equity - Income Fund $ 303,235 $ 212,302
Overseas Fund 125,478 104,147
U.S. Equity Index Collective Trust Fund 241,454 164,358
Retirement Government Money Market Portfolio 137,236 107,307
Magellan Fund 454,381 464,931
Broad Market Duration Collective Trust - 1,034
Conservative Strategy Portfolio 481,725 494,246
Conservative Growth Strategy Portfolio 257,709 250,779
Moderate Growth Strategy Portfolio 379,793 335,534
Long-Term Growth Strategy Portfolio 312,522 265,100
Other funds:
GTE Stock Portfolio 1,651,259 1,655,820
ESOP Shares Fund Allocated 288,215 240,375
ESOP Shares Fund Unallocated 741,506 781,322
PAYSOP Fund 539,904 -
Loan Fund 183,536 169,028
Income Portfolio - 8,605
Total $6,097,953 $5,254,888
Year Ended December 31, 1996
Dividends Net Investment
& Interest Gain
Investment Income in Master Trust: (thousands of dollars)
Fidelity funds:
Equity - Income Fund $18,436 $ 30,400
Overseas Fund 7,634 6,607
U.S. Equity Index Collective Trust Fund - 41,410
Retirement Government Money Market Portfolio 5,755 -
Magellan Fund 73,594 (24,035)
Broad Market Duration Collective Trust - 46
Conservative Strategy Portfolio - 28,013
Conservative Growth Strategy Portfolio - 22,570
Moderate Growth Strategy Portfolio - 42,195
Long-Term Growth Strategy Portfolio - 36,142
Other funds:
GTE Stock Portfolio 70,028 51,695
ESOP Shares Fund Allocated 12,029 7,666
ESOP Shares Fund Unallocated 32,697 25,560
PAYSOP Fund 5,621 1,133
Loan Fund 12,465 -
Income Portfolio - 602
Total $238,259 $270,004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Savings Plan Committee has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
GTE HOURLY SAVINGS PLAN
(Name of Plan)
Date June 26, 1997 By Lawrence R. Whitman
(Lawrence R. Whitman)
Vice President and Controller
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into GTE
Corporation's previously filed Registration Statements on Form S-8
(File Nos. 33-65025 and 33-46612).
ARTHUR ANDERSEN LLP
Stamford, Connecticut
June 26, 1997
