<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 nine months ended December 31, 1994
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:
TRAMCO, INC. PROFIT-FUNDED RETIREMENT SAVINGS 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 December 31, 1994;
Statement of Changes in Net Assets Available for
Plan Benefits for the nine months then ended; and Supplemental
Schedules are attached hereto.
2. Exhibit
Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Tramco, Inc. Profit-Funded Retirement Savings Plan Committee has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
TRAMCO, INC.
PROFIT-FUNDED RETIREMENT SAVINGS PLAN
Date: June 28, 1995 /s/James R. Naylor
---------------------------
James R. Naylor
Member, Plan Committee
<PAGE> 3
<TABLE>
Tramco, Inc. Profit-Funded Retirement Savings Plan
Form 5500 Item 27d--Schedule of Reportable Transactions--Continued
Nine Months Ended December 31, 1994
<CAPTION>
Number of Number Value of Value of Net Gain
Description of Assets Purchases of Sales Purchases Sales or (Loss)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (C)--SERIES OF TRANSACTIONS
IN EXCESS OF 5% OF PLAN ASSETS
Mellon Bank, N.A. EB Intermediate
Bond Fund* 5 6 $10,142,191 $3,493,088 $ 13,609
Mellon Bank, N.A. EB Stock Fund* 13 12 16,410,301 4,524,514 (60,553)
Mellon Bank, N.A. E B Temporary
Investment Fund* 455 223 14,985,303 16,223,057
</TABLE>
* Indicates party-in-interest to the Plan.
13
<PAGE> 4
Audited Financial Statements and
Supplemental Schedules
TRAMCO, INC. PROFIT-FUNDED
RETIREMENT SAVINGS PLAN
December 31, 1994
with Report of Independent Auditors
<PAGE> 5
Tramco, Inc. Profit-Funded Retirement Savings Plan
Audited Financial Statements
and Supplemental Schedules
December 31, 1994
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
AUDITED FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for
Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SUPPLEMENTAL SCHEDULES
Form 5500 Item 27a - Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Form 5500 Item 27d - Schedule of Reportable Transactions. . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE> 6
Report of Independent Auditors
Plan Committee of the Tramco, Inc.
Profit-Funded Retirement Savings Plan
Everett, Washington
We have audited the accompanying statement of net assets available for plan
benefits of the Tramco, Inc. Profit-Funded Retirement Savings Plan as of
December 31, 1994 and the related statement of changes in net assets available
for plan benefits for the nine months 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 audit. The
financial statements of the Tramco, Inc. Profit-Funded Retirement Savings Plan
for the year ended March 31, 1994, were audited by other auditors whose report
dated September 23, 1994 expressed an unqualified opinion on those statements.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the December 31, 1994 financial statements referred to above
present fairly, in all material respects, the net assets available for plan
benefits of the Tramco, Inc. Profit-Funded Retirement Savings Plan at December
31, 1994, and the changes in its net assets available for plan benefits for the
nine months then ended, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the December 31,
1994 financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1994, and
reportable transactions for the nine months then ended, 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 December 31, 1994 financial statements and, in our opinion, are fairly
stated in all material respects in relation to the December 31, 1994 financial
statements taken as a whole.
Cleveland, Ohio
June 12, 1995
1
<PAGE> 7
<TABLE>
Tramco, Inc. Profit-Funded Retirement Savings Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
DECEMBER 31, 1994
---------------------------------------------------------------------
MONEY FIXED
MARKET INCOME EQUITY BALANCED BFGOODRICH LOAN MARCH 31,
FUND FUND FUND FUND STOCK FUND FUND TOTAL 1994
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value
Notes A and C:
Common Stock of The
BFGoodrich Company $ 286,622 $ 286,622
Common trust funds $331,689 $191,574 $2,222,754 $16,736,479 3,774 19,486,270 $3,950,757
Common and preferred stocks 11,725,421
Partnership interests 27,476 27,476 68,572
U.S. Government securities 5,045,417
Loans to participants 2,673,649 2,673,649 342,853
------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS 331,689 191,574 2,222,754 16,763,955 290,396 2,673,649 22,474,017 21,133,020
Receivables:
Participant contributions receivable 850 1,252 2,640 8,573 802 14,117
Employer contributions receivable 99,053 63,594 523,585 1,923,206 87,695 2,697,133
Dividends and interest receivable 515 928 6,059 69,346 3,670 80,518 128,952
Receivable from investments sold 2,228 2,228
Interfund receivable 442 6,467 29,662 10,423 69,550 116,544
------------------------------------------------------------------------------------------------
TOTAL RECEIVABLES 100,860 72,241 561,946 2,001,125 104,818 69,550 2,910,540 128,952
Cash 19,082 6,362 25,444 135,629
------------------------------------------------------------------------------------------------
TOTAL ASSETS 432,549 263,815 2,803,782 18,771,442 395,214 2,743,199 25,410,001 21,397,601
LIABILITIES
Interfund payable 116,544 116,544
Other liabilities 934 491 4,066 47,019 367 52,877 94,327
------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 934 491 4,066 163,563 367 169,421 94,327
------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $431,615 $263,324 $2,799,716 $18,607,879 $ 394,847 $2,743,199 $25,240,580 $21,303,274
================================================================================================
<FN>
See notes to financial statements.
</TABLE>
2
<PAGE> 8
<TABLE>
Tramco, Inc. Profit-Funded Retirement Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
<CAPTION> NINE MONTHS ENDED DECEMBER 31, 1994
------------------------------------------------------------------- YEAR
MONEY FIXED ENDED
MARKET INCOME EQUITY BALANCED BFGOODRICH LOAN MARCH 31,
FUND FUND FUND FUND STOCK FUND FUND TOTAL 1994
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 1,814 $ 54,824 $ 58,788 $ 1,006 $ 116,432 $(442,421)
Interest and dividends $ 10,641 828 3,877 213,025 8,176 $ 71,149 307,696 654,456
-----------------------------------------------------------------------------------------------
10,641 2,642 58,701 271,813 9,182 71,149 424,128 212,035
Contributions:
Participants 55,447 58,330 374,683 911,919 63,013 1,463,392
Tramco, Inc. 99,053 63,594 523,585 2,013,456 87,695 2,787,383 3,649,984
-----------------------------------------------------------------------------------------------
154,500 121,924 898,268 2,925,375 150,708 4,250,775 3,649,984
-----------------------------------------------------------------------------------------------
TOTAL ADDITIONS 165,141 124,566 956,969 3,197,188 159,890 71,149 4,674,903 3,862,019
DEDUCTIONS
Distributions 13,351 3,458 21,273 427,932 5,868 471,882 327,988
Expenses 4,340 2,437 26,515 229,866 2,557 265,715 248,709
-----------------------------------------------------------------------------------------------
TOTAL DEDUCTIONS 17,691 5,895 47,788 657,798 8,425 737,597 576,697
-----------------------------------------------------------------------------------------------
NET INCREASE PRIOR TO INTERFUND
TRANSFERS 147,450 118,671 909,181 2,539,390 151,465 71,149 3,937,306 3,285,322
Interfund transfers (net) 284,165 144,653 1,890,535 (4,891,932) 243,382 2,329,197
-----------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) 431,615 263,324 2,799,716 (2,352,542) 394,847 2,400,346 3,937,306 3,285,322
Net assets available for plan benefits
at beginning of year 0 0 0 20,960,421 0 342,853 21,303,274 18,017,952
-----------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT END OF YEAR $ 431,615 $ 263,324 $2,799,716 $18,607,879 $ 394,847 $2,743,199 $25,240,580 $21,303,274
===============================================================================================
<FN>
See notes to financial statements.
</TABLE>
3
<PAGE> 9
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements
December 31, 1994
A. SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Tramco, Inc. Profit-Funded Retirement Savings
Plan (the "Plan") are maintained on the accrual basis.
The Plan's investments are stated at fair value. Common Stock of The
BFGoodrich Company is valued at the last reported sales price on the last
business day of the plan year. Investments in common trust funds represent the
Plan's proportionate share of the net assets of each fund. The assets held by
the common trust funds are valued at market prices obtained from recognized
automated pricing services, records of any exchange, standard financial
periodicals or any newspaper of general circulation, subject to approval by the
respective funds' trustees. In those instances where there are no readily
obtainable market values from any of the above named sources, investments are
valued on the basis of estimated values obtained from bankers, brokers, dealers
or other qualified appraisers. Loans to participants are valued at cost which
approximates fair value.
B. DESCRIPTION OF PLAN
The Plan is a contributory defined contribution plan covering substantially all
full-time employees of Tramco, Inc. (the "Company"). Both the Company and
participants contribute to the Plan. The participants may voluntarily
contribute up to 12% of their annual salary, and up to 80% of their group
performance bonus. Company contributions are made solely at the discretion of
the Company's management. Company elective contributions for the plan year, if
any, consist of a Company profit sharing contribution. Participants can elect
to have their entire share of the Company's contribution deposited into their
plan account, or they can elect to receive up to 45% of such contribution in
cash, to a maximum of $1,000. Company contributions deposited in participant
accounts at the discretion of plan participants are treated as employee-elected
deferrals for tax purposes. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
4
<PAGE> 10
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF PLAN--CONTINUED
A separate account is established for each participant which is credited with
the participant's contributions, the Company's elective contributions and
investment income earned on the account balance. Forfeited balances of
terminated participants' non-vested accounts are allocated pro-rata, based
on compensation, to the accounts of remaining plan participants.
Participants are immediately vested with respect to their own contributions
plus actual earnings thereon. Participants are vested in Company contributions
plus actual earnings at the following percentages based on years of service:
45% before three years, 63% after three years, 82% after four years and 100%
after five years. Participants become fully vested upon early or normal
retirement, death or disability.
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in 5% increments into any of five investment options:
MONEY MARKET FUND, invests principally in short-term money market
instruments of high investment quality.
FIXED INCOME FUND, invests principally in investment grade bonds of
varying durations issued by the United States and state
governments and their agencies, and corporations.
EQUITY FUND, invests principally in a broad range of common stocks
issued by corporations.
BALANCED FUND, invests principally in a balanced mix of stocks and
bonds, determined in accordance with expected returns in the stock
and bond markets.
BFGOODRICH STOCK FUND, invests solely in the common stock of The
BFGoodrich Company.
Participants may change their investment options quarterly.
5
<PAGE> 11
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF PLAN--CONTINUED
Participants may borrow against their vested account balances a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested
account balance as permitted under the Internal Revenue Code (IRC). Loans are
repaid with interest to the participants' accounts. Loan terms range from one
to five years or up to 30 years for the purchase of a primary residence. Loan
transactions are treated as transfers from (to) the investment fund to
(from) the loan fund. Loans are secured by the balance in the participant's
vested account balance and bear interest at a rate commensurate with local
prevailing rates as determined by the plan administrator. Interest rates range
from 6.0% to 8.75%. Principal and interest is paid ratably through weekly
payroll deductions.
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. In the
event of a termination of the Plan, the account balances of all affected
participants shall become fully vested and nonforfeitable. Since this is an
individual account plan, the Pension Benefit Guaranty Corporation does not
guarantee any benefits.
On termination of service, a participant may receive the vested value of his or
her account through a single lump sum cash payment or, upon death, disability
or retirement, equal monthly annuity payments over an extended period of time.
The foregoing description of the Plan provides only general information.
Participants should refer to the plan document for a more complete description
of the Plan's provisions. A copy of this document is available upon request
from the Company's human resource department.
C. PLAN AMENDMENTS
Effective April 1, 1994, the Plan was amended to provide for participant
contributions and the vesting schedule and investment options described in Note
B above. Prior to the amendment of the Plan, participants could not to
contribute to the Plan and the Company's contributions were limited to 15% of
the participants' aggregate qualifying compensation at the discretion of the
Company's Board of Directors. In addition, participants were vested in Company
contributions plus actual earnings at the following percentages based on years
of service: 20% after three years, 40% after four years, 60% after five years,
80% after six years and 100% after seven years.
6
<PAGE> 12
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
D. INVESTMENTS
<TABLE>
The Plan's investments are held in a trust administered by Mellon Bank (the
"Trustee"). During the nine months ended December 31, 1994 and the year ended
March 31, 1994, the Plan's investments (including investments bought sold as
well as held during the year) appreciated (depreciated) in fair value by
$116,432 and ($442,421), respectively, as follows:
<CAPTION>
NINE
MONTHS ENDED YEAR ENDED
DECEMBER 31, MARCH 31,
1994 1994
-------------------------------
<S> <C> <C>
Common Stock of the BFGoodrich Company $ 1,006
Common trust funds 115,426
Common and preferred stocks (249,235)
Partnership interests (24,853)
U.S. government securities $ (168,333)
-------------------------------
$ 116,432 $ (442,421)
===============================
</TABLE>
<TABLE>
The fair value of individual investments that represent 5% or more of the
Plan's net assets available for benefits are as follows:
<CAPTION>
DECEMBER 31,
1994
--------------
<S> <C>
Mellon Bank, N.A. EB Stock Fund (118,878 units) $ 11,753,375
Mellon Bank, N.A. EB Intermediate Bond
Fund (130,828 units) 6,547,668
Loans to participants 2,673,649
</TABLE>
7
<PAGE> 13
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
D. INVESTMENTS--CONTINUED
<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 December 31,
1994.
<CAPTION>
Shares or
Units Held Cost
--------------- ----------
<S> <C> <C>
Common Stock of The
BFGoodrich Company 6,608 shares $ 288,587
Mellon Bank, N.A. EB
Temporary Investment Fund 1,012,138 units 1,012,138
Mellon Bank, N.A. EB
Intermediate Bond Fund 130,828 units 6,662,711
Mellon Bank, N.A. EB Active
Core Bond Fund 24,048 units 178,936
Mellon Bank, N.A. EB
Stock Fund 118,878 units 11,825,234
Partnership interests 4,630 units 27,476
Loans to participants -- 2,673,649
------------
Total investments at cost $ 22,668,731
============
</TABLE>
8
<PAGE> 14
Tramco, Inc. Profit-Funded Retirement Savings Plan
Note to Financial Statements--Continued
E. INCOME TAX STATUS
The Internal Revenue Service (IRS) has ruled (October, 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
Code to maintain its qualification. The Plan Committee of the Tramco, Inc.
Profit-Funded Retirement Savings Plan 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.
F. TRANSACTIONS WITH PARTIES-IN-INTEREST
Certain legal and accounting fees and certain administrative expenses relating
to the maintenance of participant eligibility records are paid by the Company.
Other than as described above or pursuant to a certain trust agreement (see
Note D), the Plan has had no agreements or transactions with
parties-in-interest.
G. NUMBER OF PARTICIPANTS (UNAUDITED)
<TABLE>
The number of participants contributing to each of the Plan fund options are as
follows:
<CAPTION>
December 31, 1994
-----------------
<S> <C>
Money Market Fund 252
Fixed Income Fund 233
Equity Fund 860
Balanced Fund 1,908
BFGoodrich Stock Fund 363
</TABLE>
9
<PAGE> 15
<TABLE>
Tramco, Inc. Profit-Funded Retirement Savings Plan
Form 5500 Item 27a--Schedule of Assets Held for Investment Purposes
December 31, 1994
<CAPTION>
Description of Investment
including Maturity Date
Identity of Issue, Borrower, Rate of Interest, Collateral Historical Current
Lessor or Similar Party Par or Maturity Value Cost Value
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock of
The BFGoodrich Company* 6,808 shares of common
stock, $5 par value $ 288,587 $ 286,622
Common Trust Funds:
Mellon Bank, N.A. EB
Temporary Investment Fund* 1,012,138 units 1,012,138 1,012,138
Mellon Bank, N.A. EB
Intermediate Bond Fund* 130,828 units 6,662,711 6,547,668
Mellon Bank, N.A. EB Active
Core Bond Fund* 24,048 units 178,936 173,089
Mellon Bank, N.A. EB Stock Fund* 118,878 units 11,825,234 11,753,375
--------------------------------
19,679,019 19,486,270
Partnership Interests:
KP/Miller Realty Growth
Fund Ltd. Partnership Interest I 50 Ltd. Partnership Units 4,000 4,000
KP/Miller Realty Growth Fund
Ltd. Partnership Interest II Restricted 40 Ltd. Partnership Units 1,376 1,376
KP/Wingate Insured Partners
Ltd., Partners Unit Series A 2,000 Ltd. Partnership Units 9,600 9,600
KP/Templeton Institutuional
Oil and Gas Fund Limited
Partnership 40 Ltd. Partnership Units 500 500
Wingate Government Mtg. Partners II 2,500 Ltd. Partnership Units 12,000 12,000
--------------------------------
27,476 27,476
Plan Participants* Loans bearing interest rates
between 6.0% and 8.75% 2,673,649 2,673,649
--------------------------------
$22,668,731 $22,474,017
================================
</TABLE>
* Indicates party-in-interest to the Plan.
10
<PAGE> 16
<TABLE>
Tramco, Inc. Profit-Funded Retirement Savings Plan
Form 5500 Item 27d - Schedule of Reportable Transactions
Nine Months Ended December 31, 1994
<CAPTION>
Identity of Party Involved Description of Asset Purchase Price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Category (a) - Transactions within the nine
month period ended December 31, 1994, with
respect of any plan asset, involving an amount
in excess of 5% of the current value of plan assets.
Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate
Bond Fund units 5,061,276
Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate
Bond Fund units 1,200,000
Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate
Bond Fund units
Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate
Bond Fund units 3,339,964
Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund
units 1,965,953
Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund
units 2,941,850
Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund
units 2,139,976
Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund
units 4,799,987
Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund
units 3,799,902
Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund
units
* Indicates party-in-interest to the Plan.
<CAPTION>
Expenses Value of
Incurred Historical Asset on Net
with Cost Transaction Gain
Selling Price Transaction of Asset Date (Loss)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5,061,276 5,061,276
1,200,000 1,200,000
$3,330,004 3,314,834 3,330,004 $ 15,170
3,339,964 3,339,964
1,965,953 1,965,953
2,941,850 2,941,850
2,139,976 2,139,976
4,799,987 4,799,987
3,799,902 3,799,902
3,340,097 3,407,714 3,340,097 67,617
</TABLE>
11
<PAGE> 17
<TABLE>
Tramco, Inc. Profit-Funded Retirement Savings Plan
Form 5500 Item 27d - Schedule of Reportable TransactionsNContinued
Nine Months Ended December 31, 1994
<CAPTION>
Identity of Party Involved Description of Asset Purchase Price
- --------------------------------------------------------------------------------------------------------------------
Category (a) - Transactions within the nine
month period ended December 31, 1994, with
respect of any plan asset, involving an
amount in excess of 5% of the current value
of plan assets.
<S> <C> <C>
Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary
Investment Fund units $ 1,831,605
Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary
Investment Fund units
Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary
Investment Fund units 1,966,161
Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary
Investment Fund units
Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary
Investment Fund units 6,214,407
Mellon Bank, N.A.* Mellon Bank, N.A EB
Temporary Investment Fund
units
* Indicates party-in-interest to the Plan.
<CAPTION>
Expenses Value
Incurred Historical Asset Net
with Cost Transaction Gain
Selling Price Transaction of Asset Date (Loss)
- ----------------------------------------------------------------------------------
<C> <C> <C>
$ 1,831,605 $ 1,831,605
$2,677,281 2,677,281 2,667,281
1,966,161 1,966,161
1,966,000 1,966,000 1,966,000
6,214,407 6,214,407
5,956,763 5,956,763 5,956,763
</TABLE>
12
<PAGE> 18
<TABLE>
Tramco, Inc. Profit-Funded Retirement Savings Plan
Form 5500 Item 27d--Schedule of Reportable Transactions--Continued
Nine Months Ended December 31, 1994
<CAPTION>
Number of Number Value of Value of Net Gain
Description of Assets Purchases of Sales Purchases Sales or (Loss)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CATEGORY (C)--SERIES OF TRANSACTIONS
WITHIN THE NINE MONTH PERIOD ENDED
DECEMBER 31, 1994 INVOLVING SECURITIES
OF THE SAME ISSUE IF WHEN AGGREGATED,
INVOLVED AN AMOUNT IN EXCESS OF 5% OF
THE CURRENT VALUE OF PLAN ASSETS
Mellon Bank, N.A. EB Intermediate
Bond Fund* 5 6 $10,142,191 $3,493,088 $ 13,609
Mellon Bank, N.A. EB Stock Fund* 13 12 16,410,301 4,524,514 (60,553)
Mellon Bank, N.A. E B Temporary
Investment Fund* 455 223 14,985,303 16,223,057
There were no category (b) or (d)
reportable transactions during the
nine months ended December 31, 1994.
* Indicates party-in-interest to the Plan.
</TABLE>
13
<PAGE> 1
EXHIBIT
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-53289) pertaining to the Tramco, Inc. Profit-Funded Retirement
Savings Plan of our report dated June 12, 1995, with respect to the financial
statements and supplemental schedules of the Tramco, Inc. Profit-Funded
Retirement Savings Plan included in this Annual Report (Form 11-K) for the nine
months ended December 31, 1994.
ERNST & YOUNG LLP
Cleveland, Ohio
June 26, 1995
