<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET N.W.
WASHINGTON, D.C. 20549-1004
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE PERIOD ENDED MARCH 1, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR A TRANSITION PERIOD FROM TO
--------------- -----------------
COMMISSION FILE NUMBER 1-892
---------
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF
DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
TREMCO STOCK OWNERSHIP PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN
AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
THE B.F.GOODRICH COMPANY
3925 EMBASSY PARKWAY
AKRON, OHIO 44333-1799
<PAGE> 2
REQUIRED INFORMATION
1. AUDITED FINANCIAL STATEMENTS FOR THE PLAN.
THE REPORT OF INDEPENDENT AUDITORS; STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS AS OF MARCH 1, 1995 AND DECEMBER 31, 1994;
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR
THE PERIOD ENDED MARCH 1, 1995 AND THE YEAR ENDED DECEMBER 31, 1994;
AND SUPPLEMENTAL SCHEDULE ARE ATTACHED HERETO.
2. EXHIBIT
CONSENT OF INDEPENDENT AUDITORS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE TREMCO
STOCK OWNERSHIP PLAN COMMITTEE HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
TREMCO STOCK OWNERSHIP PLAN COMMITTEE
DATE AUGUST 28, 1995 /S/ JAMES L. FRANCIS
-----------------------------
JAMES L. FRANCIS
MEMBER OF TREMCO STOCK OWNERSHIP
PLAN COMMITTEE
<PAGE> 3
AUDITED FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
TREMCO STOCK OWNERSHIP PLAN
MARCH 1, 1995
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE> 4
TREMCO STOCK OWNERSHIP PLAN
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
MARCH 1, 1995
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors..................................1
Audited Financial Statements
Statement of Net Assets Available for Plan Benefits............ 2
Statement of Changes in Net Assets Available for
Plan Benefits.................................................4
Notes to Financial Statements...................................6
Supplemental Schedule
Form 5500 Item 27d - Schedule of Reportable Transactions.......12
</TABLE>
<PAGE> 5
REPORT OF INDEPENDENT AUDITORS
Tremco Stock Ownership Plan Committee
We have audited the accompanying statements of net assets available for plan
benefits of the Tremco Stock Ownership Plan as of March 1, 1995 and December
31, 1994, and the related statements of changes in net assets available for
plan benefits for the period ended March 1, 1995 and year ended December 31,
1994. 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 plan benefits of the Tremco
Stock Ownership Plan at March 1, 1995 and December 31, 1994, and the changes in
its net assets available for plan benefits for the period ended March 1, 1995
and year ended December 31, 1994, 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 supplemental schedule listed in the
accompanying table of contents is 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 is not a required part
of the financial statements. The Fund Information in the statement of net
assets available for plan benefits and the 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 supplemental
schedule and Fund Information have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial statements
taken as a whole.
ERNST & YOUNG LLP
Cleveland, Ohio
August 22, 1995
<PAGE> 6
TREMCO STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Plan Benefits
March 1, 1995 and December 31, 1994
<TABLE>
<CAPTION>
Fund B
Fund A The BFGoodrich
Investment Company Common
Total Quality Bond Stock
------------------ ---------------- -----------------
March 1, December 31, March 1, December 31, March 1, December 31,
1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ----
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value
(Notes 1 and 5):
Common Stock of The
BFGoodrich Company $ - $13,310,009 $ - $ - $ - $13,310,009
Investment Quality Bond Fund - 717,831 - 717,831 - -
Stock Index Fund - 1,583,771 - - - -
Balanced Fund - 1,243,076 - - - -
Money Market Fund - 2,441,550 - 142,279 - 303,126
Loans to participants - 1,433,574 - - - -
----------- ---------- ------- -------- ---------- ----------
Total investments - 20,729,811 - 860,110 - 13,613,135
Receivables:
Participant contributions receivable - 3,030 - - - -
Dividends and interest receivable - 207,830 - 147 - 168,772
Interfund receivable - 87,977 - 40,418 - 38,951
----------- ---------- ------- -------- ---------- ----------
Total receivables - 298,837 - 40,565 - 207,723
Cash - 4,052 - - - -
----------- ---------- ------- -------- ---------- ----------
Total assets - 21,032,700 - 900,675 - 13,820,858
LIABILITIES
Interfund payable - 87,977 - - - -
Other liabilities - 8,285 - 1,144 - -
----------- ---------- ------- -------- ---------- ----------
Total liabilities - 96,262 - 1,144 - -
----------- ---------- ------- -------- ---------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ - $20,936,438 $ - $ 899,531 $ - $13,820,858
============ =========== ======== ========= =========== ===========
</TABLE>
See notes to financial statements.
2
<PAGE> 7
<TABLE>
<CAPTION>
Fund C
Short-Term Fund D Fund E Fund F
Investment Stock Index Balanced Loan Account
------------------ ------------------ ------------------ -----------------
March 1, December 31, March 1, December 31, March 1, December 31, March 1, December 31,
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ----- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ - $ - $ - $ -
- - - - - - - -
- - - 1,583,771 - - - -
- - - - - 1,243,076 - -
- 1,934,317 - 37,288 - 24,540 - -
- - - - - - - 1,433,574
--------- --------- --------- --------- --------- --------- --------- ---------
- 1,934,317 - 1,621,059 - 1,267,616 - 1,433,574
- - - 3,030 - - - -
- 9,485 - 65 - 61 - 29,300
- 3,819 - - - 4,789 - -
--------- --------- --------- --------- --------- --------- --------- ---------
- 13,304 - 3,095 - 4,850 - 29,300
- - - - - - - 4,052
--------- --------- --------- --------- --------- --------- --------- ---------
- 1,947,621 - 1,624,154 - 1,272,466 - 1,466,926
- - - 53,887 - - - 34,090
- 4,272 - 809 - 2,060 - -
--------- --------- --------- --------- --------- --------- --------- ---------
- 4,272 - 54,696 - 2,060 - 34,090
--------- --------- --------- --------- --------- --------- --------- ---------
$ - $1,943,349 $ - $1,569,458 $ - $1,270,406 $ - $1,432,836
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
3
<PAGE> 8
<TABLE>
TREMCO STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets Available for Plan Benefits For the Period Ended March 1, 1995 and the Year Ended
December 31, 1994
<CAPTION>
Fund A Fund B
Investment The BFGoodrich Company
Total Quality Bond Common Stock
------------------ ------------------ ----------------------
Period Ended Year Ended Period Ended Year Ended Period Ended Year Ended
March 1, December 31, March 1, December 31, March 1, December 31,
1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ----
ADDITIONS
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends - Common Stock of
The BFGoodrich Company $ - $ 659,579 $ - $ - $ - $ 659,579
Interest 16,465 333,967 2,460 59,228 608 5,894
---------- ---------- -------- ------- ---------- ----------
16,465 993,546 2,460 59,228 608 665,473
Contributions from:
Participants 3,610 1,996,531 41 167,156 5,306 1,032,521
Company 1,634 897,652 - - 1,634 897,652
---------- ---------- -------- ------- ---------- ----------
5,244 2,894,183 41 167,156 6,940 1,930,173
---------- ---------- -------- ------- ---------- ----------
Total additions 21,709 3,887,729 2,501 226,384 7,548 2,595,646
DEDUCTIONS
Withdrawals and terminations:
Cash (1,278,139) (1,637,630) (17,620) (97,463) (727,869) (840,557)
Common Stock of The BFGoodrich
Company (252,545) (233,665) - - (252,545) (233,665)
---------- ----------- -------- ------- ---------- ----------
(1,530,684) (1,871,295) (17,620) (97,463) (980,414) (1,074,222)
Administrative expenses (1,741) (35,615) (341) (5,348) - -
----------- ----------- -------- ------- ---------- ----------
Total deductions (1,532,425) (1,906,910) (17,961) (102,811) (980,414) (1,074,222)
Net realized and
unrealized appreciation
(depreciation) in aggregate fair
value of investments 94,284 712,236 1,106 (78,239) 78,145 882,427
Transfers between funds, net - - 4 22,091 702 (263,648)
---------- ---------- -------- ------- ---------- ----------
Net (decrease)increase (1,416,432) 2,693,055 (14,350) 67,425 (894,019) 2,140,203
Net assets available
for plan benefits
at beginning of year 20,936,438 18,243,383 899,531 832,106 13,820,858 11,680,655
Net assets transferred to The
BFGoodrich Company Retirement
Plus Savings Plan Master
Trust (Note 2) (19,520,006) - (885,181) - (12,926,839) -
---------- ---------- ------- ------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
AT END OF YEAR $ - $20,936,438 $ - $899,531 $ - $13,820,858
=========== =========== ========= ======== =========== ==========
</TABLE>
See notes to financial statements.
4
<PAGE> 9
<TABLE>
<CAPTION>
Fund C
Short-Term Fund D Fund E Fund F
Investment Stock Index Balanced Loan Account
------------------ ------------------ ------------------ -----------------
Period Ended Year Ended Period Ended Year Ended Period Ended Year Ended Period Ended Year Ended
March 1, December 31, March 1, December 31, March 1, December 31, March 1, December 31,
1995 1994 1995 1994 1995 1994 1995 1994
---- ----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ - $ - $ - $ -
6,351 79,424 3,638 43,530 3,054 61,985 354 83,906
---------- ---------- --------- --------- --------- ---------- ---------- ---------
6,351 79,424 3,638 43,530 3,054 61,985 354 83,906
(2,201) 83,535 232 419,088 232 294,231 - -
- - - - - - - -
---------- ---------- --------- --------- --------- ---------- ---------- ---------
(2,201) 83,535 232 419,088 232 294,231 - -
---------- ---------- --------- --------- --------- ---------- ---------- ---------
4,150 162,959 3,870 462,618 3,286 356,216 354 83,906
(472,560) (241,392) (47,064) (225,098) (12,270) (187,058) (756) (46,062)
- - - - - - - -
---------- ---------- --------- --------- --------- ---------- ---------- ---------
(472,560) (241,392) (47,064) (225,098) (12,270) (187,058) (756) (46,062)
(367) (12,998) (582) (9,078) (451) (8,191) - -
---------- ---------- --------- --------- --------- ---------- ---------- ---------
(472,927) (254,390) (47,646) (234,176) (12,721) (195,249) (756) (46,062)
- - 8,236 (16,882) 6,797 (75,070) - -
1,474 264,235 87 57,326 87 (124,565) (2,354) 44,561
---------- ---------- --------- --------- --------- ---------- ---------- ----------
(467,303) 172,804 (35,453) 268,886 (2,551) (38,668) (2,756) 82,405
1,943,349 1,770,545 1,569,458 1,300,572 1,270,406 1,309,074 1,432,836 1,350,431
(1,476,046) - (1,534,005) - (1,267,855) - (1,430,080) -
---------- ---------- --------- --------- --------- ---------- ---------- ----------
$ - $ 1,943,349 $ - $1,569,458 $ - $ 1,270,406 $ - $1,432,836
========== ========== ========= ========= ========= ========== ========== ==========
</TABLE>
5
<PAGE> 10
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements
March 1, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Tremco Stock Ownership Plan (the "Plan") are
maintained on the accrual basis.
The Plan's investments are stated at fair value. Common stock of The
BFGoodrich Company ("BFGoodrich") is valued at the last reported sales price on
the last business day of the plan year. Investments in mutual funds, which
include The Victory Investment Quality Bond Fund, The Victory Stock Index Fund,
and The Victory Balanced Fund and in a common trust fund, the Society National
Bank Retirement Trust EB Money Market Fund, represent the Plan's proportionate
share of the net assets of each fund. The loans to participants are valued at
cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
2. PLAN MERGER
In October 1994,the Board of Directors of The BFGoodrich Company approved the
merger of the Plan into The BFGoodrich Company Retirement Plus Savings Plan
("RPSP Plan") and The BFGoodrich Company Retirement Plus Savings Plan for Wage
Employees ("Wage RPSP Plan"). Effective January 1, 1995, the Plan was amended
to split the Plan into components to facilitate the merger of the Plan into the
RPSP and Wage RPSP Plans.
The salaried employees' component of the Plan was merged into the RPSP Plan and
the Barbourville, Kentucky plant wage employees' component of the Plan merged
into the Wage RPSP Plan effective January 1, 1995. The Cleveland, Ohio plant
wage employees' remained in the Plan until March 1, 1995 when the merger with
the RPSP Wage Plan was completed. As a result of the merger, approximately
$19,070,000 in plan assets were transferred effective January 1, 1995 and
$450,000 effective March 1, 1995. All assets of the Plan were transferred to
The BFGoodrich Company Retirement Plus Savings Plan Master Trust.
3. DESCRIPTION OF THE PLAN
Tremco Incorporated ("Tremco" or the "Company") established the Plan with
Society National Bank, Cleveland, Ohio (Trustee). All employer and employee
contributions are deposited monthly with the Trustee who manages the assets of
the Trust. The Plan is a defined contribution plan covering substantially all
domestic full-time employees of the Company and participating subsidiaries.
6
<PAGE> 11
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
It is subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
The Trustee maintains the following investment funds under the Plan:
FUND A--Primarily holds mutual fund shares of The Victory
Investment Quality Bond Fund, which invests primarily in U.S. Treasury
securities, federal agency issues and corporate bonds.
FUND B--Primarily invests in Common Stock of The BFGoodrich
Company.
FUND C--Primarily holds units in the Society National Bank
Retirement Trust EB Money Market Fund, which invests primarily in
short-term investments such as certificates of deposit, U.S. Treasury
Bills, and selected commercial paper.
FUND D--Primarily holds mutual fund shares of The Victory Stock
Index Fund, which invests primarily in a broadly diversified portfolio
of stocks designed to approximate the performance of the Standard &
Poor's 500 Stock Composite Index.
FUND E--Primarily holds mutual fund shares of The Victory
Balanced Fund, which invests primarily in a mix of stocks, bonds,
convertible securities, and fixed income obligations.
In addition, Fund F, the participant loan account, represents cumulative loans
to participants.
Participant contribution allocations and transfers among or between the
various investment funds are subject to certain restrictions as described in
the plan document. Further, participants under age 55 are not permitted to
transfer out any existing balances in The BFGoodrich Company Common Stock Fund
that are attributable to Company contributions made after January 1, 1992.
Upon enrollment, participants may contribute to the Plan up to a maximum of 15%
of their compensation. The Plan allows participants to make both pre-tax and
after-tax contributions. However, the sum of both pre-tax and after-tax
contributions cannot exceed 15% of participants' compensation. The Company and
its participating subsidiaries contribute to the Plan up to an amount equal to
50% of the first 6% of participants' contributions. All Company contributions
are invested only in The BFGoodrich Company Common Stock Fund.
7
<PAGE> 12
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
3. DESCRIPTION OF THE PLAN (CONTINUED)
All assets of the Plan are recorded in individual participant accounts. Each
participant's account is credited with the participant's contributions, the
Company contributions, and an allocation of plan income based on the proportion
that the value of each account bears to the value of all accounts. The benefit
to which a participant is entitled is the benefit that can be provided from the
participant's account. Participants are fully vested as to their contributions
and their share of Company contributions.
Participants may borrow against their account balance subject to certain
restrictions and as permitted under the Internal Revenue Code ("IRC") not to
exceed the lesser of $50,000 or 50% of their account balance. Loan
transactions are treated as a transfer to/from the investment fund and the loan
fund. Loan terms are up to 5 years or up to 15 years for the purchase of a
primary residence. The loans are secured by the balance in the participant's
account and bear interest at the base lending rate quoted by the Trustee.
Interest rates range from 6% to 8 1/2%. Principal and interest is paid ratably
through monthly payroll deductions.
The foregoing description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions. Copies of the Plan agreement are available from the
Human Resource Department of the Company.
4. INCOME TAX STATUS
The Internal Revenue Service ("IRS") has ruled (March 11, 1986) that the Plan
qualifies under sections 401(a) and 401(k) of the IRC and the Trust of the Plan
qualifies under section 501(a) of the IRC and, therefore, contributions and
earnings received by the Trust are not subject to tax under present income tax
laws. Once qualified, the Plan is required to operate in conformity with the
IRC to maintain its qualification. The Tremco Stock Ownership Plan Committee
is not aware of any course of action or series of events that have occurred
including plan amendments made subsequent to the ruling date that might
adversely affect the Plan's qualified status. The Plan sponsor is awaiting a
response to their request for a new determination letter made in March 1995.
8
<PAGE> 13
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
5. INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. Net realized
and unrealized appreciation (depreciation) in the aggregate fair value of plan
investments during the period ended March 1, 1995 and the year ended December
31, 1994 are as follows:
<TABLE>
<CAPTION>
Period Ended Year Ended
March 1, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Common Stock of
The BFGoodrich Company $78,145 $882,427
The Victory Investment
Quality Bond Fund 1,106 (78,239)
The Victory Stock Index Fund 8,236 (16,882)
The Victory Balanced Fund 6,797 (75,070)
-------- --------
$94,284 $712,236
======= ========
</TABLE>
Investments are stated at fair value in the Plan's Statement of Net Assets
Available for Plan Benefits. Cost information is as follows at March 1, 1995
and December 31, 1994.
<TABLE>
<CAPTION>
March 1, 1995 December 31, 1994
---------------------- --------------------
Shares or Shares or
Units Held Cost Units Held Cost
---------- ----- ---------- ------
<S> <C> <C> <C> <C>
Common Stock of The
BFGoodrich Company - $ - 306,859 $13,410,742
shares shares
The Victory Investment - - 79,230 775,576
Quality Bond Fund shares shares
The Victory Stock - - 160,138 1,597,432
Index Fund shares shares
The Victory Balanced - - 131,403 1,306,710
Fund shares shares
Society National Bank
Retirement Trust EB - - 2,441,550 2,441,550
Money Market Fund units units
Loans to Participants - - - 1,433,574
------- ---------
Total Investments at Cost $ - $20,965,584
========= ============
</TABLE>
9
<PAGE> 14
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
5. INVESTMENTS (CONTINUED)
The fair value of individual investments at December 31, 1994 that represent 5%
or more of the Plan's net assets available for plan benefits are as follows:
<TABLE>
<CAPTION>
Amounts or Market
Units Held Value
---------- -------
<S> <C> <C>
Common Stock of
The BFGoodrich Company 306,859 $13,310,009
shares
The Victory Stock Index 160,138 1,583,771
Fund shares
The Victory Balanced 131,403 1,243,076
Fund shares
Society National Bank
Retirement Trust
EB Money Market Fund 2,441,550 2,441,550
units
Loans to Participants 1,443,574
</TABLE>
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
All legal, accounting and administrative expenses are paid by the Company,
except that the Plan pays investment management fees. Other than described
above or pursuant to the trust agreement (see Note 5), the Plan has had no
agreements or transactions with parties-in-interest.
7. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
March 1, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Net assets available for
plan benefits per the
financial statements $ - $20,936,438
Amounts allocated to
withdrawn participants - (1,297,148)
------- ------------
Net assets available for
benefits per the Form 5500 $ - $19,639,290
======= -----------
</TABLE>
10
<PAGE> 15
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
7. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
(CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Period Ended Year Ended
March 1, December 31,
1995 1994
------------ -----------
<S> <C> <C>
Withdrawals and terminations
paid to participants per
the financial statements $1,530,684 $1,871,295
Add amounts allocated to
withdrawn participants
at December 31, 1994 - 1,297,148
Less amounts allocated
to withdrawn participants
at December 31, 1994 1,297,148 -
---------- ---------
Benefits paid to participants
per the Form 5500 $ 233,536 $3,168,443
========== =========
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid.
8. NUMBER OF PARTICIPANTS (UNAUDITED)
The number of participants contributing to the Plan fund options are as
follows:
<TABLE>
<CAPTION>
December 31,
1994
------------
<S> <C>
Fund A 246
Fund B 761
Fund C 286
Fund D 360
Fund E 322
</TABLE>
As a result of the plan merger, as described in Note 2, no participants were
contributing to the Plan fund options at March 1, 1995. As of January 1, 1995
and March 1, 1995, participants were eligible to contribute to The BFGoodrich
Company Retirement Plus Savings Plan and The BFGoodrich Company Retirement Plus
Savings Plan for Wage Employees, as applicable.
11
<PAGE> 16
TREMCO STOCK OWNERSHIP PLAN
Form 5500 Item 27d - Schedule of Reportable Transactions
Period Ended March 1, 1995
<TABLE>
<CAPTION>
Purchase
Identity of Party Involved Description of Asset Price
-------------------------- -------------------- -----
<S> <C> <C>
Category (i) - Transactions
within the period ended
March 1, 1995 with
respect to any plan asset,
involving an amount in
excess of 5% of the
current value of plan
assets.
Society National Bank* Society National Bank
Retirement Trust EB
Money Market Fund $ -
Society National Bank* Victory Stock Index
Fund -
</TABLE>
* Indicates party-in-interest to the Plan.
12
<PAGE> 17
<TABLE>
<CAPTION>
Current
Value of
Incurred Historical Asset on
Selling with Cost of Transaction Net Gain
Price Transaction Asset Date (Loss)
----- ----------- ----- ---- ------
<S> <C> <C> <C> <C>
$1,354,806 $ - $1,354,806 $1,354,806 $ -
1,118,239 - 1,122,212 1,118,239 (3,972)
</TABLE>
13
<PAGE> 18
TREMCO STOCK OWNERSHIP PLAN
Form 5500 Item 27d - Schedule of Reportable Transactions (continued)
Period Ended March 1, 1995
<TABLE>
<CAPTION>
Number Number Value Net
of of of Gain
Description of Assets Purchases Sales Purchases Sales (Loss)**
--------------------- --------- ------ --------- ----- ------
<S> <C> <C> <C> <C> <C>
Category (iii) - Series
of transactions within
the period ended March 1,
1995 involving securities
within the same issue if,
when aggregated, involved
an amount in excess of 5%
of the current value of
plan assets.
Society National Bank
Retirement Trust EB
Money Market Fund* 47 68 $1,876,771 $4,318,321 $ -
The Victory Stock Index
Fund* - 3 - 1,592,008 (5,424)
The Victory Balanced
Fund* 2 3 40 1,249,914 (56,836)
There were no category
(ii) or (iv) reportable
transactions during the
period ended March 1, 1995.
</TABLE>
* Indicates party-in-interest to the Plan.
**Based on historical cost of related assets sold.
14
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No.2-90616) pertaining to the Tremco
Stock Ownership Plan of our report dated August 22, 1995, with respect to the
financial statements and supplemental schedule of the Tremco Stock Ownership
Plan included in this Annual Report (Form 11-K) for the period ended March 1,
1995.
ERNST & YOUNG LLP
Cleveland, Ohio
August 22,1995
15
