<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 FISCAL YEAR 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:
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 DECEMBER 31, 1994 AND 1993; STATEMENT OF
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS 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 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 JUNE 28, 1995 /S/JAMES L. FRANCIS
---------------------------------------
JAMES L. FRANCIS
MEMBER OF TREMCO STOCK OWNERSHIP
PLAN COMMITTEE
<PAGE> 3
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
TREMCO STOCK OWNERSHIP PLAN
DECEMBER 31, 1994
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE> 4
TREMCO STOCK OWNERSHIP PLAN
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1994
CONTENTS
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 Schedules
Form 5500 Item 27a - Schedule of Assets Held for
Investment Purposes..........................................13
Form 5500 Item 27d - Schedule of Reportable Transactions.......14
<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 December 31, 1994 and 1993,
and the related statements of changes in net assets available for plan benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Tremco
Stock Ownership Plan at December 31, 1994 and 1993, and the changes in its net
assets available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules listed in the
accompanying table of contents 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 1994 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the 1994 financial statements taken as a whole.
Ernst & Young LLP
Cleveland, Ohio
June 8, 1995
1
<PAGE> 6
E
<TABLE>
TREMCO STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<CAPTION>
Fund B
Fund A The BFGoodrich
Investment Company Common
Total Quality Bond Stock
------------------ ---------------- -----------------
1994 1993 1994 1993 1994 1993
---- ---- ---- ---- ---- ----
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value (Notes 1 and 4):
Common Stock of The
BFGoodrich Company $13,310,009 $11,310,814 $ - $ - $13,310,009 $11,310,814
Investment Quality Bond Fund 717,831 773,382 717,831 773,382 - -
Stock Index Fund 1,583,771 1,406,146 - - - -
Balanced Fund 1,243,076 1,376,942 - - - -
Money Market Fund 2,441,550 2,248,691 142,279 8,724 303,126 405,456
Loans to participants 1,433,574 1,350,431 - - - -
---------- ---------- ------- -------- ---------- ----------
Total investments 20,729,811 18,466,406 860,110 782,106 13,613,135 11,716,270
Receivables:
Participant contributions receivable 3,030 2,961 - - - -
Dividends and interest receivable 207,830 5,179 147 - 168,772 -
Interfund receivable 87,977 199,478 40,418 59,830 38,951 139,648
---------- ---------- ------- -------- ---------- ----------
Total receivables 298,837 207,618 40,565 59,830 207,723 139,648
Cash 4,052 991 - 192 - -
---------- ---------- ------- -------- ---------- ----------
Total assets 21,032,700 18,675,015 900,675 842,128 13,820,858 11,855,918
LIABILITIES
Interfund payable 87,977 199,478 - - - -
Payable for investment purchased - 225,030 - 8,035 - 175,263
Other liabilities 8,285 7,124 1,144 1,987 - -
---------- ---------- ------- -------- ---------- ----------
Total liabilities 96,262 431,632 1,144 10,022 - 175,263
---------- ---------- ------- -------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $20,936,438 $18,243,383 $899,531 $ 832,106 $13,820,858 $11,680,655
========== ========== ======= ======== ========== ==========
<FN>
See notes to financial statements.
</TABLE>
2
<PAGE> 7
<TABLE>
<CAPTION>
Fund C
Short-Term Fund D Fund E Fund F
Investment Stock Index Balanced Loan Account
------------------ ------------------ ------------------ -----------------
1994 1993 1994 1993 1994 1993 1994 1993
---- ---- ---- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ - $ - $ - $ -
- - - - - - - -
- - 1,583,771 1,406,146 - - - -
- - - - 1,243,076 1,376,942 - -
1,934,317 1,792,168 37,288 17,973 24,540 24,370 - -
- - - - - - 1,433,574 1,350,431
--------- --------- --------- --------- --------- --------- --------- ---------
1,934,317 1,792,168 1,621,059 1,424,119 1,267,616 1,401,312 1,433,574 1,350,431
- 133 3,030 2,828 - - - -
9,485 5,179 65 - 61 - 29,300 -
3,819 - - - 4,789 - - -
--------- --------- --------- --------- --------- --------- --------- ---------
13,304 5,312 3,095 2,828 4,850 - 29,300 -
- - - 417 - 382 4,052 -
--------- --------- --------- --------- --------- --------- --------- ---------
1,947,621 1,797,480 1,624,154 1,427,364 1,272,466 1,401,694 1,466,926 1,350,431
- 25,638 53,887 108,804 - 65,036 34,090 -
- - - 17,362 - 24,370 - -
4,272 1,297 809 626 2,060 3,214 - -
--------- --------- --------- --------- --------- --------- --------- ---------
4,272 26,935 54,696 126,792 2,060 92,620 34,090 -
--------- --------- --------- --------- --------- --------- --------- ---------
$1,943,349 $1,770,545 $1,569,458 $1,300,572 $1,270,406 $1,309,074 $1,432,836 $1,350,431
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
3
<PAGE> 8
<TABLE>
TREMCO STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1994 and 1993
<CAPTION>
Fund B
Fund A The BFGoodrich
Investment Company Common
Total Quality Bond Stock
------------------ ------------------ -----------------
1994 1993 1994 1993 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment income:
Dividends - Common Stock of
The BFGoodrich Company $ 659,579 $ 584,735 $ - $ - $ 659,579 $ 584,735
Interest 333,967 164,680 59,228 2,607 5,894 4,783
---------- ---------- ------- ------- ---------- ----------
993,546 749,415 59,228 2,607 665,473 589,518
Contributions from:
Participants 1,996,531 1,973,543 167,156 127,453 1,032,521 1,130,804
Company 897,652 902,117 - - 897,652 902,117
---------- ---------- ------- ------- ---------- ----------
2,894,183 2,875,660 167,156 127,453 1,930,173 2,032,921
---------- ---------- ------- ------- ---------- ----------
Total additions 3,887,729 3,625,075 226,384 130,060 2,595,646 2,622,439
DEDUCTIONS
Withdrawals and terminations:
Cash (1,637,630) (1,731,452) (97,463) (80,008) (840,557) (652,138)
Common Stock of The BFGoodrich
Company (233,665) (129,411) - - (233,665) (129,411)
---------- ---------- ------- ------- ---------- ----------
(1,871,295) (1,860,863) (97,463) (80,008) (1,074,222) (781,549)
Administrative expenses (35,615) (28,380) (5,348) (3,665) - -
---------- ---------- ------- ------- ---------- ----------
Total deductions (1,906,910) (1,889,243) (102,811) (83,673) (1,074,222) (781,549)
Net realized and unrealized appreciation
(depreciation) in aggregate fair
value of investments 712,236 (2,069,430) (78,239) 50,613 882,427 (2,334,815)
Transfers between funds, net - - 22,091 209,384 (263,648) (85,389)
---------- ---------- ------- ------- ---------- ----------
Net increase (decrease) 2,693,055 (333,598) 67,425 306,384 2,140,203 (579,314)
Net assets available for plan benefits
at beginning of year 18,243,383 18,576,981 832,106 525,722 11,680,655 12,259,969
---------- ---------- ------- ------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $20,936,438 $18,243,383 $899,531 $832,106 $13,820,858 $11,680,655
========== ========== ======= ======= ========== ==========
<FN>
See notes to financial statements.
</TABLE>
4
<PAGE> 9
<TABLE>
<CAPTION>
Fund C
Short-Term Fund D Fund E Fund F
Investment Stock Index Balanced Loan Account
------------------ ------------------ ------------------ -----------------
1994 1993 1994 1993 1994 1993 1994 1993
---- ----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ - $ - $ - $ -
79,424 72,537 43,530 2,286 61,985 2,778 83,906 79,689
---------- ---------- --------- --------- --------- ---------- ---------- ---------
79,424 72,537 43,530 2,286 61,985 2,778 83,906 79,689
83,535 78,635 419,088 378,618 294,231 258,033 - -
- - - - - - - -
---------- ---------- --------- --------- --------- ---------- ---------- ---------
83,535 78,635 419,088 378,618 294,231 258,033 - -
---------- ---------- --------- --------- --------- ---------- ---------- ---------
162,959 151,172 462,618 380,904 356,216 260,811 83,906 79,689
(241,392) (493,223) (225,098) (199,988) (187,058) (262,307) (46,062) (43,788)
- - - - - - - -
---------- ---------- --------- --------- --------- ---------- ---------- ---------
(241,392) (493,223) (225,098) (199,988) (187,058) (262,307) (46,062) (43,788)
(12,998) (11,133) (9,078) (6,898) (8,191) (6,684) - -
----------- ---------- --------- --------- --------- ---------- ---------- ---------
(254,390) (504,356) (234,176) (206,886) (195,249) (268,991) (46,062) (43,788)
- - (16,882) 115,812 (75,070) 98,960 - -
264,235 (430,938) 57,326 (43,328) (124,565) 164,873 44,561 185,398
---------- ---------- --------- --------- ------- --------- ---------- ---------
172,804 (784,122) 268,886 246,502 (38,668) 255,653 82,405 221,299
1,770,545 2,554,667 1,300,572 1,054,070 1,309,074 1,053,421 1,350,431 1,129,132
---------- ---------- --------- --------- --------- ---------- ---------- ---------
$ 1,943,349 $ 1,770,545 $1,569,458 $1,300,572 $1,270,406 $ 1,309,074 $ 1,432,836 $1,350,431
========== ========== ========= ========= ========= ========== ========== =========
</TABLE>
5
<PAGE> 10
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1994
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. DESCRIPTION OF THE PLAN
Tremco Incorporated ("Tremco" or the "Company") has 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. 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.
6
<PAGE> 11
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
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.
Effective December 1993, the Plan was amended to provide the investment options
as described above. Previously, Fund A held units of the Society National Bank
EB Fixed Income Fund, Fund D held units of the Society National Bank EB Equity
Index Fund, and Fund E held units of the Society National Bank EB Balanced
Fund. These Society National Bank common trust funds held investments similar
to the Society mutual funds that replaced them.
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.
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.
7
<PAGE> 12
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
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.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of a termination of
the Plan, the net assets of the Plan will be distributed to the participants
based on the value of their accounts. Since this is an individual account
plan, the Pension Benefit Guaranty Corporation does not guarantee any benefits.
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.
3. 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)
4. 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 years ended December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Common Stock of
The BFGoodrich Company $882,427 $(2,334,815)
The Victory Investment Quality
Bond Fund (78,239) 50,613
The Victory Stock Index Fund (16,882) 115,812
The Victory Balanced Fund (75,070) 98,960
------- ----------
$712,236 $(2,069,430)
======= ===========
</TABLE>
9
<PAGE> 14
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
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 and 1993.
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
---------------------------- --------------------
Shares or Shares or
Units Held Cost Units Held Cost
---------- ----- ---------- ------
<S> <C> <C> <C> <C>
Common Stock of The
BFGoodrich Company 306,859 $13,410,742 281,014 $12,225,192
shares shares
The Victory Investment 79,230 775,576 77,883 778,758
Quality Bond Fund shares shares
(formerly called the
Society Investment
Quality Bond Fund)
The Victory Stock 160,138 1,597,432 140,054 1,400,627
Index Fund shares shares
(formerly called the
Society Stock Index
Fund)
The Victory Balanced 131,403 1,306,710 137,419 1,374,331
Fund shares shares
(formerly called the
Society Balanced Fund)
Society National Bank
Retirement Trust EB 2,441,550 2,441,550 2,248,691 2,248,691
Money Market Fund units units
Loans to Participants - 1,433,574 - 1,350,431
---------- ----------
Total Investments at Cost $20,965,584 $19,378,030
========== ==========
</TABLE>
10
<PAGE> 15
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
The fair value of individual investments that represent 5% or more of the
Plan's net assets available for plan benefits are as follows:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
----------------------------- -----------------------------
Amounts or Market Amounts or Market
Units Held Value Units Held Value
---------- ------- ---------- --------
<S> <C> <C> <C> <C>
Common Stock of
The BFGoodrich Company 306,859 $13,310,009 281,014 $11,310,814
shares shares
The Victory Stock Index Fund 160,138 1,583,771 140,054 1,406,146
(formerly called the Society shares shares
Stock Index Fund)
The Victory Balanced Fund 131,403 1,243,076 137,419 1,376,942
(formerly called the Society shares shares
Balanced Fund)
Society National Bank
Retirement Trust
EB Money Market Fund 2,441,550 2,441,550 2,248,691 2,248,691
units units
Loans to Participants 1,433,574 1,350,431
</TABLE>
5. 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 4), The Plan has had no
agreements or transactions with parties-in-interest.
6. 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>
December 31,
1994
-----------
<S> <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>
11
<PAGE> 16
TREMCO STOCK OWNERSHIP PLAN
Notes to Financial Statements (continued)
6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
(CONTINUED)
<TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<CAPTION>
Year Ended
December 31,
1994
----------
<S> <C>
Withdrawals and terminations paid to
participants per the financial statements $1,871,295
Add amounts allocated to withdrawn
participants at December 31, 1994 1,297,148
---------
Benefits paid to participants per
the Form 5500 $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. In 1993, there were no reconciling items between
the financial statements and the Form 5500.
7. SUBSEQUENT EVENTS
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, Kinsman plant wage employees'
remained in the Plan until March 1, 1995 when the merger with the
RPSP Wage Plan was completed.
8. NUMBER OF PARTICIPANTS (UNAUDITED)
<TABLE>
The number of participants contributing to the Plan fund options are as
follows:
<CAPTION>
December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Fund A 246 341
Fund B 761 741
Fund C 286 297
Fund D 360 227
Fund E 322 326
</TABLE>
12
<PAGE> 17
<TABLE>
TREMCO STOCK OWNERSHIP PLAN
Form 5500 Item 27a - Schedule of Assets Held for
Investment Purposes
December 31, 1994
<CAPTION>
Description
of Investment
Identity of Including Maturity
Issuer, Borrower Date, Rate of
Lessor or Interest, Par or Historical Market
Similar Party Maturity Value Cost Value
- ---------------- ----------------- ---------- ------
<S> <C> <C> <C>
The BFGoodrich Company* 306,859 shares of
Common Stock, $5
par value $13,410,742 $13,310,009
The Victory Investment 79,230 shares
Quality Bond Fund* of The Victory
Investment Quality
Bond Fund 775,576 717,831
The Victory Stock Index 160,138 shares of
Fund* The Victory Stock
Index Fund 1,597,432 1,583,771
The Victory Balanced 131,403 shares
Fund* of The Victory
Balanced Fund 1,306,710 1,243,076
Society National Bank 2,441,550 units of
Retirement Trust EB of the Society
Money Market Fund* National Bank
Retirement Trust EB
Money Market Fund 2,441,550 2,441,550
Participants* Loans, maturing
from 1995 to 2009,
interest rates
between 6% and 8 1/2% 1,433,574 1,433,574
---------- ----------
Total Assets Held for Investment Purposes $20,965,584 $20,729,811
========== ==========
<FN>
*Indicates party-in-interest to the Plan.
</TABLE>
13
<PAGE> 18
<TABLE>
TREMCO STOCK OWNERSHIP PLAN
Form 5500 Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1994
<CAPTION>
Number Number Value
of of of Net
Description of Assets Purchases Sales Purchases Sales Gain**
- --------------------- --------- ------ --------- ----- ----
<S> <C> <C> <C> <C> <C>
Category (iii) - Series
of transactions within
the year 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.
Common Stock of The
BFGoodrich Company* 12 4 $1,562,380 $ 445,615 $68,785
Society National Bank
Retirement Trust EB
Money Market Fund* 157 203 6,783,866 6,591,007 -
There were no category (i),
(ii) or (iv) reportable
transactions during the
year ended December 31, 1994.
<FN>
* Indicates part-in-interest to the Plan.
**Based on historical cost of related assets sold.
</TABLE>
14
<PAGE> 1
EXHIBIT
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 June 8, 1995, with respect to the
financial statements and supplemental schedules of the Tremco Stock Ownership
Plan included in this Annual Report (Form 11-K) for the year ended December
31,1994.
ERNST & YOUNG LLP
Cleveland, Ohio
June 26, 1995
15
