<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER: 1-1927
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CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
(FULL TITLE OF THE PLAN)
-----------
THE GOODYEAR TIRE & RUBBER COMPANY
(NAME OF ISSUER OF THE SECURITIES)
1144 EAST MARKET STREET
AKRON, OHIO 44316-0001
(ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE)
<PAGE> 2
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable.
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN
The Financial Statements of the Celeron Corporation Employee Savings
Plan for the fiscal year ended December 31, 1999, together with the report of
PricewaterhouseCoopers LLP, independent accountants, are attached to this Annual
Report on Form 11-K as Annex A, and are by specific reference incorporated
herein and filed as a part of hereof. The Financial Statements and the Notes
thereto are presented in lieu of the financial statements required by Items 1, 2
and 3 of Form 11-K and were prepared in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act of 1974.
EXHIBITS.
EXHIBIT 4. FIRST AMENDMENT TO THE PLAN. Effective as of the close of
business on December 31, 1999, The Celeron Corporation Employee Savings Plan was
merged into The Goodyear Tire & Rubber Company Employee Savings Plan for
Salaried Employees in accordance with that certain First Amendment to Celeron
Corporation Employee Savings Plan (January 1, 1997 Restatement), dated December
21, 1999.
EXHIBIT 23. CONSENT OF INDEPENDENT ACCOUNTS. Consent of
PricewaterhouseCoopers LLP, independent accountants, to incorporation by
reference of their report set forth at page 2 of Annex A to this Form 11-K in
Registration Statement No. 33-65185 on Form S-8.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE PLAN ADMINISTRATOR HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
THE GOODYEAR TIRE & RUBBER COMPANY
(AS THE ISSUER) AND CELERON CORPORATION,
PLAN ADMINISTRATOR OF THE CELERON
CORPORATION EMPLOYEE SAVINGS PLAN
Dated: June 27, 2000 By: /s/ Stephanie W. Bergeron
-----------------------------------
Stephanie W. Bergeron,
Vice President and Treasurer of
The Goodyear Tire & Rubber Company
and
Vice President and Treasurer of
Celeron Corporation
1
<PAGE> 3
ANNEX A
TO
FORM 11-K
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
* * * * *
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE> 4
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<PAGE> 5
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
PAGE
----
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits at 3
December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Plan 3
Benefits for the Year Ended December 31, 1999
Notes to Financial Statements 4-13
Note: Certain schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because of the absence
of the conditions under which they are required.
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator and Participants
of the Celeron Corporation Employee Savings
Plan (sponsored by Celeron Corporation)
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Celeron Corporation Employee Savings Plan (the "Plan") (sponsored by
Celeron Corporation) at December 31, 1999 and 1998, and the changes in net
assets available for benefits for the year ended December 31, 1999 in conformity
with accounting principles generally accepted in the United States. 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 of these statements in accordance with
auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
June 26, 2000
<PAGE> 7
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in Thousands) December 31,
----------------------
1999 1998
---------- ---------
<S> <C> <C>
Plan's Interest in Master Trust Representing Total Net Assets
Available for Plan Benefits $ 5,848 $ 8,600
========== =========
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in Thousands) Year Ended
December 31, 1999
-----------------
<S> <C>
Increase in Assets Available for Plan Benefits:
Investment Income from Plan's Interest in Master Trust $ 585
Decrease in Assets Available for Plan Benefits:
Benefits Paid to Participants or Their Beneficiaries 3,335
Administrative Expenses 2
------------
3,337
Decrease in Assets Available for Plan Benefits During the Plan Year (2,752)
Net Assets Available for Plan Benefits at Beginning of Plan Year 8,600
------------
Net Assets Available for Plan Benefits at End of Plan Year $ 5,848
============
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE> 8
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The accounts of the Celeron Corporation Employee Savings Plan (the "Plan")
are maintained on the accrual basis of accounting and in accordance with
The Northern Trust Company (the "Trustee") Trust Agreement, effective as of
November 1, 1995.
TRUST ASSETS
Savings plans sponsored by The Goodyear Tire & Rubber Company and certain
subsidiaries (the "Company") maintain their assets in a master trust
administered by the Trustee. At December 31, 1999 and 1998 the Company
sponsored five savings plans. The Plan's undivided interest in the trust is
presented in the accompanying financial statements in accordance with the
allocation made by the Trustee. At December 31, 1999 and 1998, the Plan's
undivided interest in the master trust was 0.3% and 0.4%, respectively.
ASSET VALUATION
The majority of the assets of the Plan are valued at fair market value.
Investments in the Company Stock Fund are valued at the last reported sales
price on the last business day of the month. If no sales were reported on
that date, the shares are valued at the last bid price. Investments held in
the Stable Value Fund are invested in various instruments that have a rate
of return, and are reported at contract value. Investments in the
Conservative Asset Allocation Fund, Moderate Asset Allocation Fund,
Aggressive Asset Allocation Fund, S&P 500 Index Stock Equity Fund, Small
Capitalization Stock Equity Fund, Large Capitalization Stock Equity Fund,
and the International Stock Equity Fund are valued based on units of
participation in commingled funds and mutual funds as reported by the fund
manager, which approximates fair market value. The allocation of assets,
interest and dividend income, and realized and unrealized appreciation and
depreciation is made based upon contributions received and benefits paid by
each participating plan on a monthly basis.
INCOME RECOGNITION
Employer and employee contributions are recognized in Plan equity on the
accrual basis of accounting.
Dividend income is recorded on the ex-dividend date.
Interest income is recorded as earned.
-4-
<PAGE> 9
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
Appreciation or depreciation on Company common stock distributed to
participants is the difference between the weighted average cost and the
current market value at the time of distribution.
CONCENTRATION OF CREDIT RISK
The Stable Value Fund of the Plan invests part of the fund in investment
contracts of financial institutions with strong credit ratings and has
established guidelines relative to diversification and maturities that
maintain safety and liquidity.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the basic financial
statements and related notes to financial statements. Changes in such
estimates may affect amounts reported in future years.
2. GENERAL DESCRIPTION AND OPERATION OF THE PLAN:
INCEPTION
The Plan is a defined contribution plan which became effective April l,
1985.
ELIGIBILITY AND VESTING
On July 30, 1998, the Company sold substantially all of the assets and
liabilities of its oil transportation business, which includes Celeron
Corporation, to Plains All American Inc., a subsidiary of Plains Resources
Inc. As a result of the sale, there are no longer any active participants
in the Plan; however, the account balances of each participant under the
Plan on July 31, 1998 are 100% vested and non-forfeitable.
CONTRIBUTIONS
Through July 30, 1998, eligible employees were able to contribute any whole
percent from 1% to 16% of earnings including wages, bonuses, commissions,
overtime and vacation pay into the Plan. Participating employees were able
to elect to invest their contributions in the Stable Value Fund,
Conservative Asset Allocation Fund, Moderate Asset Allocation Fund,
Aggressive Asset Allocation Fund, S&P 500 Index Stock Equity Fund, Small
Capitalization Stock Equity Fund, Large Capitalization Stock Equity Fund,
the International Stock Equity Fund, or in any combination of these eight
funds in multiples of 1%. The Company calculated
-5-
<PAGE> 10
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
and deducted employee contributions from gross earnings each pay period
based on the percent elected by the employee. Employees were able to change
their contribution percent at any time up to the 15th day of the month for
changes to be effective on the first day of the following month. Employees
were able to transfer amounts attributable to employee contributions from
one fund to the other on a daily basis. Eligible employees could enroll in
the Plan effective on the 1st day of the month by enrolling by the 15th day
of the prior month. Employees were able to suspend their contributions at
any time effective immediately.
Effective July 31, 1998, participants are no longer permitted to make
contributions to the Plan, except for tax deferred contributions resulting
from salary reduction amounts with respect to compensation paid to the
participant on or before July 31, 1998. Consequently, the Company shall not
have any liability to make matching employer contributions under the Plan
except for those contributions related to the period ending July 31, 1998.
Employees who are 52 years of age or older are able to transfer employer
contributions from the Company Stock Fund into the Plan's other investment
funds.
The Plan has been established under section 401 of the Internal Revenue
Code. Therefore, employee and employer contributions to the Plan are not
subject to federal withholding tax, but are taxable when they are withdrawn
from the Plan.
The Board of Directors of the Company determines the matching percent used
as the employer contribution for each Plan year. The Company matching
contributions are limited to the first 6% of employee contributions at the
rate of 50% and employee contributions are limited to $10,000 in 1999 and
1998.
INVESTMENTS
The Trustee of the Plan maintains the following ten funds under the Plan:
- Stable Value Fund - Employee contributions are invested in various
investment contracts which provide for rates of return for particular
periods of time. The Guaranteed Investment Contracts and the
Short-Term Investments Fund are the current investments related to
this fund.
-6-
<PAGE> 11
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
- Conservative Asset Allocation Fund - Employee contributions are
invested in a commingled fund containing a portfolio of U.S. common
stocks and bonds which provide an investment return similar to a
portfolio invested 40% in the Russell 3000 Equity Index plus
reinvested dividends and 60% in bonds which compose the Lehman
Aggregate Long-Term Bond Index. The State Street Income and Growth
Fund is the current investment related to this fund.
- Moderate Asset Allocation Fund - Employee contributions are invested
in a commingled fund containing a portfolio of U.S. common stocks and
bonds which provide an investment return similar to a portfolio
invested 60% in the Russell 3000 Equity Index plus reinvested
dividends and 40% in bonds which compose the Lehman Aggregate
Long-Term Bond Index. The State Street Moderate Asset Allocation Fund
is the current investment related to this fund.
- Aggressive Asset Allocation Fund - Employee contributions are invested
in a commingled fund containing a portfolio of U.S. common stocks,
international stocks, and bonds which provide an investment return
similar to a portfolio invested 65% in the Russell 3000 Equity Index
plus reinvested dividends, 15% in the MSCI EAFE Index, and 20% in
bonds which compose the Lehman Aggregate Long-Term Bond Index. The
State Street Life Solutions Aggressive Fund is the current investment
related to this fund.
- S&P 500 Index Stock Equity Fund - Employee contributions are invested
in a commingled fund consisting of a portfolio of common stocks which
provide a return similar to the Standard and Poor's Composite Index of
500 stocks plus reinvested dividends. The Collective Daily Stock Index
Fund is the current investment related to this fund.
- Large Capitalization Stock Equity Fund - Employee contributions are
invested in a commingled fund containing a portfolio of common stocks
of medium and large companies that are expected to provide
better-than-average prospects for appreciation. The 20th Century
Investor's Income Ultra Fund is the current investment related to this
fund.
- Small Capitalization Stock Equity Fund - Employee contributions are
invested in a commingled fund containing a portfolio of common stocks
of small companies that are expected to provide long-term capital
growth. The Franklin Strategic Series Small Cap Fund is the current
investment related to this fund.
- International Stock Equity Fund - Employee contributions are invested
in a commingled fund containing a portfolio of common stocks and debt
obligations of companies and governments located outside of the United
States that are expected to provide long-term
-7-
<PAGE> 12
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
capital growth. The Templeton Foreign Fund is the current investment
related to this fund.
- Loan Investment Fund - Employee contributions are transferred from
other funds into the Loan Investment Fund, and then loaned to the
participant. The interest rate on the loan is prime plus 1%. The
Promissory Notes are the current investments related to this fund.
- Company Stock Fund - Employer contributions are invested in Goodyear
common stock except for short-term investments needed for Plan
operations. During 1999, the price per share of Goodyear common stock
on The New York Stock Exchange Composite Transactions ranged from
$25.50 to $66.75 ($45.88 to $76.75 during 1998). The closing price per
share was $28.06 at December 31, 1999 ($50.44 at December 31, 1998).
The common stock of The Goodyear Tire & Rubber Company and the
Short-Term Investments Fund are the current investments related to
this fund.
PARTICIPANT ACCOUNTS
A Stable Value Fund, Conservative Asset Allocation Fund, Moderate Asset
Allocation Fund, Aggressive Asset Allocation Fund, S&P 500 Index Stock
Equity Fund, Small Capitalization Stock Equity Fund, Large Capitalization
Stock Equity Fund, the International Stock Equity Fund, Loan Investment
Fund, and Company Stock Fund have been established for each participant in
the Plan. All accounts are valued daily by the Trustee.
Interest is automatically reinvested in each participant's respective
accounts. Price fluctuations and dividends in common stock of the Company
and companies in the Conservative Asset Allocation Fund, Moderate Asset
Allocation Fund, Aggressive Asset Allocation Fund, S&P 500 Index Stock
Equity Fund, Small Capitalization Stock Equity Fund, Large Capitalization
Stock Equity Fund, the International Stock Equity Fund, and the Company
Stock Fund are reflected in the unit value of the fund which affects the
value of the participants' accounts.
PLAN WITHDRAWALS AND DISTRIBUTIONS
Participants may withdraw vested amounts from their accounts if they:
- Attain the age of 59 1/2, or
- Qualify for a serious financial hardship.
-8-
<PAGE> 13
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
The Internal Revenue Service (IRS) issued guidelines governing financial
hardship. Under the IRS guidelines, withdrawals are permitted for severe
financial hardship. Contributions to the Plan are suspended for 12 months
subsequent to a financial hardship withdrawal.
Participant vested amounts are payable upon retirement, death or other
termination of employment.
All withdrawals and distributions are valued as of the end of the month
they are processed, and are subject to federal income tax upon receipt. Any
non-vested Company contributions were forfeited and applied to reduce
future contributions by the Company. During 1999 and 1998, the Plan had no
forfeiture credits.
LOAN INVESTMENT FUND
Eligible employees may borrow money from their participant accounts. The
minimum amount to be borrowed is $1,000. The maximum amount to be borrowed
is the lesser of $50,000 reduced by the highest outstanding balance of any
loan during the preceding twelve month period, or 50% of the participant's
vested account balance. Participants may have up to two loans outstanding
at any time. The interest rate charged will be a fixed rate which will be
established at the time of the loan application. The interest rate at the
beginning of 1999 was 8.75%, which increased throughout the year to 9.50%
at December 1999. The interest rate at the beginning of 1998 was 9.50%,
which decreased throughout the year to 8.75% at December 1998.
Loan repayments, with interest, are made through payroll deductions. If a
loan is not repaid when due, the loan balance will be treated as a taxable
distribution from the Plan.
EXPENSES
Expenses of administering the Plan were paid partly by the Company and
partly by the Trust. The payment of Trustee's fees and brokerage
commissions associated with the Company Stock Fund are paid by the Company.
Expenses related to the asset management of the investment funds are paid
from such Funds which reduces the investment return reported and credited
to participant accounts.
TERMINATION PROVISIONS
The Company anticipates and believes that the Plan will continue, but
reserves the right to terminate the Plan.
-9-
<PAGE> 14
CELERON CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
3. RELATED PARTY TRANSACTIONS:
The Trustee serves as the fund manager of the S&P 500 Index Stock Equity
Fund.
The Company Stock Fund is designed primarily for investment in common stock
of the Company.
4. TAX STATUS OF PLAN:
The Plan has been amended since receipt of the last determination letter
dated August 15, 1995. On August 15, 1995, the IRS advised that the Plan is
qualified in accordance with the appropriate sections of the Internal
Revenue Code, and the trust established with the Plan constitutes a
qualified trust and is therefore exempt from federal income taxes. The Plan
Administrator is in the process of applying for a new determination letter
and does not anticipate that changes in the Plan or other events occurring
after the receipt of the IRS ruling will affect the qualification of the
Plan or the tax exempt status of the Trust.
5. SUBSEQUENT EVENT:
Effective December 31, 1999, the Celeron Corporation Employee Savings Plan
was merged into The Goodyear Tire & Rubber Company Employee Savings Plan
for Salaried Employees, and the Trust was merged into and made a part of
the Trust maintained in connection with the Salaried Savings Plan.
Effective January 1, 2000, the provisions of the Salaried Savings Plan and
its related Trust shall govern with respect to the interests of the
participants of the Plan. The assets were merged into the Salaried Plan in
March 2000.
6. FINANCIAL DATA OF THE MASTER TRUST:
See pages 11 through 13 of these financial statements which set forth the
financial data of the master trust.
-10-
<PAGE> 15
CELERON CORPORATION
MASTER TRUST
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in Thousands) December 31,
1999 1998
------------- -------------
<S> <C> <C>
State Street Income and Growth Fund,
Cost $19,216 - 1,492,893 Units $ 23,036 $ 25,873
State Street Moderate Asset Allocation Fund,
Cost $45,064 - 3,585,234 Units 67,241 65,003
State Street Life Solutions Aggressive Fund,
Cost $21,357 - 1,387,548 Units 31,019 26,314
Collective Daily Stock Index Fund,
Cost $363,723 - 17,953,082 Units 660,257 595,064
20th Century Investor's Income Ultra Fund,
Cost $96,442 - 2,878,021 Units 131,795 83,563
Franklin Strategic Series Small Cap Fund,
Cost $95,554 - 3,551,352 Units 157,943 56,414
Templeton Foreign Fund,
Cost $43,214 - 4,270,482 Units 47,941 21,876
Common Stock of The Goodyear Tire & Rubber Company,*
Cost $235,589 - 8,707,965 Units 245,444 424,953
Short-Term Investments 53,739 45,470
Promissory Notes 85,766 85,997
Guaranteed Investment Contracts 743,797 687,488
------------- -------------
Investments 2,247,978 2,118,015
Receivables:
Employer Contributions -- 54
Accrued Interest and Dividends 329 940
------------- -------------
329 994
Total Assets Available for Plan Benefits 2,248,307 2,119,009
------------- -------------
Liabilities:
Administrative Expenses Payable 787 57
------------- -------------
Total Liabilities 787 57
------------- -------------
Net Assets Available for Plan Benefits $ 2,247,520 $ 2,118,952
============= =============
*Nonparticipant-directed
</TABLE>
The accompanying notes are an integral part of these statements.
-11-
<PAGE> 16
CELERON CORPORATION
MASTER TRUST
DECEMBER 31, 1999
--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Dollars in Thousands)
December 31,
1999
---------------------
<S> <C>
Increase in Assets Available for Plan Benefits:
Employer Contributions $ 40,248
Employee Contributions 133,958
-------------
174,206
Interest and Dividend Income 64,866
Net Appreciation in Fair Market Value of Assets 60,785
-------------
125,651
Decrease in Assets Available for Plan Benefits:
Benefits Paid to Participants or Their Beneficiaries 170,771
Administrative Expenses 518
-------------
171,289
Increase in Assets Available for Plan Benefits During Plan Year 128,568
Net Assets Available for Plan Benefits at Beginning of Plan Year 2,118,952
Net Assets Available for Plan Benefits at End of Plan Year $ 2,247,520
=============
</TABLE>
The accompanying notes are an integral part of these statements.
-12-
<PAGE> 17
CELERON CORPORATION
MASTER TRUST
DECEMBER 31, 1999
--------------------------------------------------------------------------------
7. MASTER TRUST APPRECIATION/DEPRECIATION:
During 1999, the master trust's investments appreciated in value by $60,785
as follows:
Mutual Funds $ 247,756
Common Stock (186,947)
Other (24)
--------------
$ 60,785
==============
8. MASTER TRUST NONPARTICIPANT-DIRECTED INVESTMENTS:
Information about the significant components of the changes in net assets
relating to the nonparticipant-directed investments of the master trust is
as follows:
<TABLE>
<CAPTION>
Year Ended December
31, 1999
---------------------
<S> <C>
Changes in Net Assets:
Employer Contributions $ 39,958
Interest and Dividend Income 10,610
Net Depreciation in Fair Market Value of Assets (186,947)
Benefits Paid to Participants or Their Beneficiaries (24,827)
Transfers Between Funds (23,309)
--------------
$ (184,515)
==============
</TABLE>
9. PAYMENT OF BENEFITS:
Benefits are recorded when paid. At December 31, 1999, $96,000 of benefit
payments were not yet paid to participants and are therefore not recorded
as a liability in accordance with ERISA guidelines.
-13-
