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As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 2-33339
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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POST-EFFECTIVE AMENDMENT No. 30
To
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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NBD Bank, N.A.
RETIREMENT PLAN AND TRUST FOR
SELF-EMPLOYED INDIVIDUALS
(Identification of Trust)
<TABLE>
<CAPTION>
<C> <C>
MICHIGAN 38-6097482
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
NBD Bank, as Trustee
Retirement Services
611 Woodward
Detroit, Michigan 48226
(313) 225-1000
(Address, including zip code, and telephone number, including area code, of
Trustee)
MARY JO GRASSNIG, Vice President
NBD Bank
Retirement Services
611 Woodward
Detroit, Michigan 48226
(313) 225-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------------
Copies of Communications to:
VERNE C. HAMPTON II
Dickinson, Wright, Moon, Van Dusen & Freeman
500 Woodward -- Suite 4000
Detroit, Michigan 48226
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NBD BANK, N.A.
RETIREMENT PLAN AND TRUST FOR
SELF-EMPLOYED INDIVIDUALS
FORM S-1
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM NUMBER IN FORM S-1 LOCATION IN PROSPECTUS CAPTION
----------------------- ------------------------------
<S> <C>
1 Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus..... Outside Front Cover Page of Prospectus
2 Inside Front and Outside Back Cover Page of
Prospectus................................. Inside Front Cover Page of Prospectus
3 Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............... Inapplicable
4 Use of Proceeds............................ Inapplicable
5 Determination of Offering Price............ Inapplicable
6 Dilution................................... Inapplicable
7 Selling Security Holders................... Inapplicable
8 Plan of Distribution....................... The Trust and The Trust Fund
9 Description of Securities to be
Registered................................. The Declaration of Trust
10 Interests of Named Experts and Counsel..... Inapplicable
11 Information with Respect to the
Registrant................................. The Declaration of Trust; The Retirement Plan of a Self-
Employed Individual; The Trust and The Trust Fund; Legal
Matters; Federal Income, Excise and Estate Tax Consequences
of the Retirement Plan of a Self-Employed Individual; and
Financial Statements of The Trust
12 Disclosure of Commission Positions on
Indemnification for Securities Act
Liabilities................................ Inapplicable
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PROSPECTUS
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NBD BANK
NBD Bank, N.A. Retirement Plan and Trust for
Self-Employed Individuals
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Units of Participation are being offered by this Prospectus in a Trust
Fund, consisting of at least three Pooled Funds, which has been established in
connection with the NBD Bank, N.A. Retirement Plan and Trust for Self-Employed
Individuals. Participation in the Trust is offered to self-employed individuals
to permit them to establish pension plans and profit-sharing plans for
themselves and their employees intended to qualify under section 401 and related
provisions of the U.S. Internal Revenue Code of 1986, as amended.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The Trustee of the Plans is:
NBD BANK
611 Woodward Avenue, Detroit, Michigan 48226
Telephone number (313) 225-1000
Information concerning the fees and charges of
the Trustee is set forth on page 16 of this Prospectus.
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It is recommended that this Prospectus be retained for future reference.
The date of this Prospectus is April , 1997
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CONTENTS
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THE DECLARATION OF TRUST.................................... 3
THE RETIREMENT PLAN OF A SELF-EMPLOYED INDIVIDUAL
Certain Key Definitions Contained in the Plan............. 4
Participation............................................. 4
Contributions under the Self-Employed Plan................ 5
Contributions by Employees on their own Behalf............ 6
Full Vesting of Contributions............................. 7
Withdrawals............................................... 7
Benefits.................................................. 8
Administration of Employing Unit Plan..................... 9
Termination of Employing Unit Plan........................ 9
Termination of the Master Plan and Trust.................. 9
Amendments to the Plan and Trust.......................... 10
Top-Heavy Plans........................................... 10
THE TRUST AND THE TRUST FUND
The Pooled Funds.......................................... 11
Valuation of Units in Pooled Funds........................ 13
Management's Discussion and Analysis of Statement of
Operations and Statement of Changes in Net Assets...... 14
Duties of the Trustee..................................... 16
Limitations on Liability.................................. 17
LEGAL MATTERS............................................... 17
FEDERAL INCOME, EXCISE AND ESTATE TAX CONSEQUENCES OF THE
RETIREMENT PLAN OF A SELF-EMPLOYED INDIVIDUAL............. 17
ADDITIONAL INFORMATION...................................... 21
RECOMMENDATION TO CONSULT ADVISORS.......................... 21
TABLE OF CONTENTS FOR FINANCIAL STATEMENTS.................. 22
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS.................... 23
INDEPENDENT AUDITORS' REPORT................................ 24
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THE DECLARATION OF TRUST
NBD Bank, formerly known as NBD Bank, N.A., a Michigan banking corporation
of Detroit, Michigan, as trustee (the "Trustee"), by its Board of Directors,
adopted a Declaration of Trust establishing the National Bank of Detroit
Retirement Plan and Trust for Self-Employed Individuals on November 12, 1963;
adopted seven (7) amendments thereto between 1963 and 1984; amended and restated
such amended Plan and Trust in their entirety on December 27, 1984 ("1984
Restatement"); amended and restated such Plan and Trust and all previous
amendments and restatements in their entirety on December 26, 1989 and July 27,
1990 ("1989 Restatement") and adopted a first amendment to the 1989 Restatement
on August 17, 1994, all of which are designated as the NBD Bank, N.A. Retirement
Plan and Trust for Self-Employed Individuals (hereafter called the "Plan"). The
Declaration of Trust as amended and restated contains the following elements:
(1) A master plan setting forth those generally applicable provisions
which the Trustee reasonably believes to be necessary in order to afford
self-employed individuals an opportunity to establish, for themselves and
their employees, pension plans and profit-sharing plans designed to qualify
under Section 401 of the Internal Revenue Code of 1986 as amended by the
Budget Act of 1987, the Technical and Miscellaneous Revenue Act of 1988,
the Omnibus Budget Reconciliation Act of 1989, the Budget Reconciliation
Act of 1990, the Unemployment Compensation Amendments Act of 1992, and the
Omnibus Budget Reconciliation Act of 1993 (the "Code"). Each employer's
pension plan and its continuing qualification in operation under Section
401 of the Code will be subject to certain provisions of the Code with
effective dates prior to the date the 1989 Restatement was adopted by the
employer. These provisions and their effective dates are specifically
described under appropriate subject matter headings in Parts I and II of
this Prospectus.
The Internal Revenue Service has given opinions that the forms of the
pension plan and the profit-sharing plan as master plans set forth in the
1989 Restatement are acceptable. Although the opinions do not address the
qualification of each employer's plan, the Trustee believes that, because
the Plan is designed to be a "standardized form plan," and its pension plan
and its profit-sharing plan are designed to be "paired plans" as such terms
are described in Internal Revenue Service Revenue Procedure 89-9, an
employer's plan complying with the 1989 Restatement will meet all of the
requirements for qualification under the Code unless the employer maintains
or has maintained another plan which is not a "paired plan" and is intended
to qualify under the applicable provisions of the Code.
(2) A Trust under which the Trustee will hold and administer, as the
Trust Fund, such money as may be paid to it as contributions for the
purposes of the Plan. These amounts will be allocated and invested, in the
manner directed by the employer, to the "Self-Employed Short-Term
Investment Fund" (usually referred to as "Short-Term Investment Fund"),
"Self-Employed Equity Fund" (usually referred to as "Equity Fund") and/or
"Self-Employed Balanced Fund" (usually referred to as "Balanced Fund")
established by the Declaration of Trust. The Trustee may establish such
other Pooled Funds as it determines appropriate. The Internal Revenue
Service has given its opinion that the Trust is tax-exempt.
The purpose of all contributions to the Trust shall be the ultimate
distribution to those participating in the Plan, or their beneficiaries, of such
portions of the funds of the Trust as may be attributable to them in accordance
with the Plan, primarily to provide, through the payment of Plan benefits, for
the livelihood of such participating employees after their retirement, or for
that of their beneficiaries.
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PART I.
THE RETIREMENT PLAN OF A SELF-EMPLOYED INDIVIDUAL
CERTAIN KEY DEFINITIONS CONTAINED IN THE PLAN
1. An "Employing Unit" is a self-employed individual or partnership that
has adopted the master plan and trust.
2. An "Employee" is either a person employed by an Employing Unit, or a
person having earned income (or who would have had earned income if profits had
occurred) for a given taxable year from the trade, business or professional
activity with respect to which the plan is adopted.
3. An "Owner Employee" is any Employee who owns the entire interest in the
Employing Unit or, if the Employing Unit is a partnership, any Employee who is a
partner owning more than 10% of either the capital interest or the profits
interest in the partnership, and any individual who has previously been an Owner
Employee.
4. A "Participant" is an Employee who fulfills the requirements for
participation outlined below.
5. A "Self-Employed Individual" is an individual who owns an interest in an
unincorporated professional activity, trade or business.
6. An "Activity" is any unincorporated professional activity, trade or
business.
7. A "Common-Law Employee" is an Employee who is not an Owner Employee or
other partner.
8. A "Pooled Fund" is any one of the investment funds created by the
Declaration of Trust; currently such funds consist of the Equity Fund, the
Short-Term Investment Fund, and the Balanced Fund; the Trustee may establish
other investment funds.
9. A "Valuation Date" is one of the dates upon which the Trust Fund is
evaluated and the total value related to the number of units in the Trust Fund
then in existence; under the Declaration of Trust, Valuation Dates occur on the
last business day of each month and any other date selected by the Trustee; if
the Declaration of Trust should be revoked, the effective date of revocation
shall be a Valuation Date.
10. As used throughout this Prospectus, the "Code" is the Internal Revenue
Code of 1986 as amended, and "TRA 1986" is the Tax Reform Act of 1986.
PARTICIPATION
An Employing Unit may adopt the Plan's form of a pension plan and become a
party to the Trust by executing a document in the form attached to the
Declaration of Trust as Exhibit A and referred to as an Employing Unit Pension
Plan. An Employing Unit may adopt the Plan's form of a profit-sharing plan and
become a party to the Trust by executing a document in the form attached to the
Declaration of Trust as Exhibit B and referred to as an Employing Unit
Profit-Sharing Plan. Execution of either an Employing Unit Pension Plan or an
Employing Unit Profit-Sharing Plan by an Employing Unit is a prerequisite to
coverage of its Employees under the Plan and Trust.
Both forms of Employing Unit Plan provide for election by an Employing Unit
concerning the following details of the operation of the Employing Unit Plan
which are necessarily not uniform and not contained in the master plan: (i)
number of years of credited service required for eligibility to participate in
the Employing Unit Plan; (ii) percentage of employee compensation to be
contributed annually by the Employing Unit to the Trust, in the case of an
Employing Unit Pension Plan; (iii) whether, in the case of an Employing Unit
Profit-Sharing Plan, the
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Employing Unit's discretionary contribution will be limited to the Employing
Unit's net profits for the year; (iv) normal retirement date (with a provision
for delayed retirement); (v) percentage of employee compensation to be
contributed by the Employing Unit to the Trust in the event the Employing Unit
Plan is determined to be "top-heavy" (as defined and described in "Top-Heavy
Plans" elsewhere in this Prospectus); and (vi) survivor annuity provisions for
spouses of deceased Participants. Both forms of Employing Unit Plan also provide
for election by an Employing Unit of the actuarial assumptions to be used in
discounting benefits under any defined benefit plan maintained by the Employing
Unit, in order to be able to compute their present value when determining
whether the Employing Unit Plan is top-heavy. However, the Trustee anticipates
that such assumptions will generally be the same for all Employing Unit Plans.
The master plan provides that, subject to certain limitations, every
Employee of an Employing Unit on the date its Employing Unit Plan is executed
who has completed at least the number of years of credited service specified for
eligibility by its Employing Unit Plan shall be eligible to participate. Every
other Employee of an Employing Unit shall be eligible to participate after he
has completed the specified number of years of credited service. The number of
years of credited service specified by an Employing Unit Plan for eligibility to
participate may not exceed two years.
A year of credited service for eligibility purposes is a year of service of
an Employee, measured from his date of hire, in which he is compensated for at
least 1,000 hours of service by his Employing Unit. Special rules set forth in
the Declaration of Trust govern the eligibility to participate of Employees who
leave the Employing Unit and, later, again become Employees. The status of such
an Employee depends principally upon whether the Employee incurred a Break in
Service and, if so, the number of years in which the Employee incurred a Break
in Service. A Break in Service is a year in which the Employee is compensated
for fewer than 500 hours of service as a result of leaving the Employing Unit.
No Owner Employee who controls, nor any two or more Owner Employees who
together control, as an Owner Employee or as Owner Employees any Activity or
Activities shall become a Participant or Participants, as the case may be,
unless and until the employees of each Activity which such Owner Employee or
such Owner Employees control are included under a plan or plans which, when
coalesced, constitute a single plan which meets the requirements of Section 401
of the Code, and which plan or plans provide contributions or benefits for all
employees of each such Activity which are not less favorable than contributions
or benefits provided for any Owner Employee under the most favorable plan of any
Activity by which such controlling Owner Employee or Owner Employees are covered
as Owner Employees.
CONTRIBUTIONS UNDER THE SELF-EMPLOYED PLAN
All contributions are to be made in cash or by check on or before the time
for filing the Employing Unit's federal income tax return for such year.
Each Employing Unit which adopts an Employing Unit Pension Plan commits
itself to make regular and recurring contributions to the Trust in an amount
based upon the percentage of Employee total compensation specified in the
Employing Unit Pension Plan but not in excess of 25% of such total compensation.
In contrast to the regular annual contribution required under an Employing Unit
Pension Plan, an Employing Unit which adopts an Employing Unit Profit-Sharing
Plan may, at its discretion, make an annual profit-sharing contribution to the
Trust which may vary from year to year, but which contribution may not exceed
15% of the Employees' total compensation for the year to be deductible by the
Employing Unit under Section 404 of the Code. These percentages are subject to
further modification described in the next four paragraphs. Under both forms of
the Plan, the Employing Unit's contribution will be allocated among the
Employees' accounts based on the Employees'
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annual compensation subject to certain limitations. The contribution under
either the pension or the profit-sharing form of the Plan made on behalf of any
Employee will be limited to take into account only the first $150,000 of
compensation earned by an Employee. The $150,000 limit is indexed annually by
the Secretary of the Treasury in $10,000 increments and will be increased in the
future to reflect cost of living. For 1997, the limit is $160,000. For years
prior to 1994, the limit was higher.
Further, the provisions of Section 415 of the Code limit the total "Annual
Additions" for any year to a Participant's account to the lesser of $30,000 or
twenty-five percent (25%) of the Participant's compensation for the year.
"Annual Additions" include contributions by the Employing Unit to the
Participant's account for the year and all of the Participant's non-deductible
voluntary contributions for the year (see the first paragraph of "Contributions
by Employees on their own Behalf" in the next section of this Prospectus). If an
Employing Unit maintains both a pension plan and a profit-sharing plan, then
contributions under both forms of the Plan must be aggregated when determining
Annual Additions.
Before an Employing Unit specifies in its Employing Unit Pension Plan the
percentage of Employee compensation that it will contribute each year to the
Trust, it should consider that it must contribute the same percentage of each
eligible Common-Law Employee's total compensation as the highest percentage of
earned income contributed for any Owner Employee in that Employing Unit and that
the percentage cannot exceed 25%. As noted above, an Employing Unit which adopts
the Employing Unit Profit-Sharing Plan has the option of deciding each year the
contribution that it will make out of its net profits or otherwise. However, the
following limitations apply: (i) such contribution may not exceed 15% of the
total of all Participants' total compensation for the year, (ii) the portion of
the profit-sharing contribution allocated to the account of any one Participant
cannot exceed 25% of such Participant's total compensation for the year, and
(iii) the portion allocated to the account of any one Common-Law Employee
Participant for a year must represent the same percentage of the Participant's
total compensation for such year as the highest percentage of earned income
allocated to the account of any Owner Employee in the Employing Unit for such
year.
Under both the pension and the profit-sharing forms of the Plan, the earned
income of a Participant who is an Owner Employee or other Self-Employed
Individual, on which such Participant's contribution to the Trust for a year is
based, will be determined after taking into account the Employing Unit's
contribution or allocation to the Trust for such Participant for such year.
Mathematically, this has the effect of reducing the maximum deductible
contribution to the account of an Owner Employee or other Self-Employed
Individual to no more than 20% of his pre-contribution earned income in the case
of a pension plan and 13.04% of his pre-contribution earned income in the case
of a profit-sharing plan.
For each taxable year beginning after December 31, 1989, the
pre-contribution earned income of an Owner Employee or other Self-Employed
Individual for purposes of the Plan is determined after subtracting one-half of
such individual's self-employment tax for such year.
The Employing Unit must make a contribution, if it has adopted a pension
plan, or a contribution allocation, if it has adopted a profit-sharing plan, on
behalf of each Employee who is compensated for at least 1,000 hours of service
by the Employing Unit for that year regardless of whether the Employee is
employed by the Employing Unit on the date the contribution is made to the Trust
or the date it is allocated to Employees' accounts.
CONTRIBUTIONS BY EMPLOYEES ON THEIR OWN BEHALF
Employees are not permitted to make voluntary additional contributions as
of the beginning of the Plan Year after the year in which the Employing Unit
restates its Employing Unit Plan by adopting the 1989 Restatement of the
Declaration of Trust. Prior to such time, an Employee may make voluntary
additional contributions to the Trust on his own behalf if his Employing Unit
Plan so provides. Such contributions are limited to 10% of the Employee's
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annual compensation, as defined in the master plan, or such lesser amount as may
be dictated by the limits on "Annual Additions" under Section 415 of the Code
(see the third paragraph of "Contributions under the Self-Employed Plan" in the
preceding section of this Prospectus).
Effective for years after 1986, TRA 1986 imposes a non-discrimination test
on voluntary additional contributions by highly compensated Participants. For
this purpose, a highly compensated Participant is any Participant who, during
the current year or the prior year, was a 5% owner, or received compensation in
excess of $75,000, or received compensation in excess of $50,000 and was in the
top 20% of Employees by pay, or received compensation in excess of $45,000 and
was an "officer" of the Employing Unit (generally, the term "officer" means an
administrative executive who is in regular and continued service). The $75,000,
$50,000, and $45,000 compensation figures in the preceding sentence are indexed
for inflation beginning in 1988 and are $100,000, $66,000, and $60,000,
respectively, for the 1996 calendar year. In addition, if an individual is a
member of the family of a 5% owner or a member of the family of one of the 10
highest paid Employees, then the individual is not considered a separate
Employee and any compensation paid to such individual shall be treated as if it
were paid to the 5% owner or highly compensated Employee. A family member
includes the spouse, lineal ancestor or descendant, or the ancestor's or
descendant's spouse.
The average voluntary additional contribution percentage under TRA 1986 for
the highly compensated Participants as a group must be no greater than either
(i) 125% of the average voluntary additional contribution percentage for the
non-highly compensated, or (ii) 200% of the average voluntary additional
contribution percentage for the non-highly compensated so long as the difference
between the average voluntary additional contribution percentages for the two
groups is not greater than two percentage points. Voluntary additional
contributions in excess of the new limits made by a Participant after 1986 must
be returned by the Plan to such Participant together with all trust income
allocable to such excess contributions, before the close of the Plan Year
following the Plan Year in which such excess contributions are contributed, in
order to avoid disqualification of the Participant's Employing Unit Plan as a
result of such excess contributions.
FULL VESTING OF CONTRIBUTIONS
The interest of each Participant in the Trust shall be fully vested and
non-forfeitable commencing with the time of contribution by the Employing Unit
to the Trust Fund. Such interests shall be distributable only in accordance with
the terms of the Plan.
WITHDRAWALS
Under an Employing Unit Pension Plan, a Participant may not make an
in-service withdrawal of contributions made by the Employing Unit.
If a Participant in an Employing Unit Pension Plan has made voluntary
contributions to the Trust on his own behalf, the Participant may withdraw an
amount equal to the lesser of the amount of such contributions or the value, as
of a Valuation Date, of the portion of his interest in the Trust Fund purchased
with the total of his contributions, upon notice to the Trustee at least ten
days prior to such Valuation Date. Every withdrawal of post-1986 voluntary
contributions will be treated as partly taxable. The taxable portion of the
withdrawal will generally be in the same ratio as (1) the total of accumulated
trust earnings on the withdrawing Participant's post-1986 voluntary
contributions bears to (2) the total of such earnings plus the withdrawing
Participant's total post-1986 voluntary contributions. The taxable portion of
the withdrawal will be subject to income tax and additional taxes as applicable.
See Federal Income, Excise and Estate Tax Consequences of the Retirement Plan of
a Self-Employed Individual beginning on page 17 of this Prospectus.
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Under an Employing Unit Profit-Sharing Plan, a Participant would be allowed
in two situations to withdraw a portion of the Employing Unit's contributions
which were allocated to the Participant's account. A Participant who has
attained the age of 59 1/2 may, with spousal consent, withdraw a portion or all
of the Participant's account during the Participant's continued employment.
Also, a Participant may, with spousal consent, request a withdrawal to meet
certain financial emergencies. A financial emergency exists if the distribution
is needed by the Participant to (a) pay medical expenses incurred by the
Participant, the Participant's spouse, or dependents; (b) purchase a principal
residence, or prevent the eviction of the Participant from his principal
residence; or (c) pay the tuition for the next semester or quarter of
post-secondary education for the Participant, his or her spouse or dependents.
BENEFITS
The amounts of benefits payable to any Employee under either an Employing
Unit Pension Plan or an Employing Unit Profit-Sharing Plan are not fixed but are
determined by the sums available when retirement, disability or death occurs.
All benefits are fully vested; there are no forfeitures. The Plan's benefit
provisions are briefly summarized as follows:
(a) Benefits payable under the Plan upon retirement, termination of
employment or disability of a married Participant (but not upon death) will
be paid in the form of a Qualified Joint and Survivor Annuity. Such an
annuity will provide for payments to the Participant for life and survivor
benefits payable to his surviving spouse for life. The benefit to be paid
to his surviving spouse will not be less than 50% nor more than 100% of the
benefit payable to the Participant during the joint life of the Participant
and his spouse. A Participant may waive the Qualified Joint and Survivor
Annuity and elect to have his interest in the Trust paid in another form if
his spouse consents in writing to the waiver and election of another form.
The consent must acknowledge the effect of the spouse's action and must be
executed in the presence of a representative of the Employing Unit Plan or
a notary public.
(b) In the event a valid waiver of the Qualified Joint and Survivor
Annuity form of benefit as described above is made by the Participant or if
the Participant is not married when benefits become payable, payments of
benefits upon retirement (or other termination of employment except for
disability or death) shall be made in the form of a distribution of the
full value of the Participant's interest in the Trust by either (i) a
single payment or (ii) in installments over such period of time not
exceeding the joint life expectancy of the Participant and his or her
beneficiary as the Participant selects.
(c) The provisions for the payment of disability benefits are similar
to those for retirement payments. A physician's certificate in a form
acceptable to the Trustee is required to evidence a Participant's
disability.
(d) Distribution of a Participant's interest in the Trust Fund on
account of his death is provided for in the Plan. A Participant's death
beneficiary shall be his surviving spouse, if any, and the benefit payable
upon his death will be paid in the form of an annuity for his spouse's
life. However, this form of benefit may be waived by the Participant and
his spouse in the manner described above in paragraph (a) above. If a
Participant has no surviving spouse or if a Participant's surviving spouse
has executed the consent described above, the Participant may select any
death beneficiary of his choice. Payment of death benefits will then be
made by a single sum payment or installments as described in paragraph (b)
above. Benefits payable upon a Participant's death must generally be paid
in full within five years after the death of the Participant. However,
payments to a designated beneficiary may be made in installments over the
life or life expectancy of the designated beneficiary even if this results
in installments being made for a period greater than five years. If the
designated beneficiary is the Participant's surviving spouse, distribution
need not commence before the date on which the Participant would have
attained age 70 1/2. In the event that payment of installments has already
commenced, the balance must be
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paid to the Participant's designated beneficiary at least as rapidly as
under the method of distribution being used prior to the Participant's
death.
Benefits are generally payable within sixty days after the end of the year
in which the Participant becomes entitled to them. However, a Participant's
benefit must be paid, or commence to be paid, not later than April 1st of the
year following the year in which the Participant attains age 70 1/2 regardless
of whether the Participant has terminated his employment with the Employing
Unit.
The form in which a benefit is paid is generally to be selected by the
Participant although certain automatic elections are provided in the master
plan. If the value of the Participant's interest in the Trust Fund is $3,500 or
less, distribution will be made in the form of a lump sum.
Distributions of benefits may be subject to special taxes imposed by TRA
1986 as well as income tax. See Federal Income, Excise and Estate Tax
Consequences of the Retirement Plan of a Self-Employed Individual, especially
paragraphs (9), (10) and (11), beginning on page 17 of this Prospectus.
ADMINISTRATION OF EMPLOYING UNIT PLAN
Each Employing Unit is the Plan Administrator of its own Employing Unit
Plan for purposes of the Employee Retirement Income Security Act of 1974, as
amended. All Employing Unit Plans are subject to the provisions of Titles II and
III of the Act; Plans covering Common-Law Employees are also subject to the
provisions of Title I of the Act (principally U. S. Department of Labor
requirements for reporting and disclosure and fiduciary obligations); but no
Plan is subject to Title IV of the Act, which does not apply to individual
account plans (Employing Unit Plans under the master plan are individual account
plans).
TERMINATION OF EMPLOYING UNIT PLAN
An Employing Unit Plan may be terminated with at least thirty days' notice
to the Trustee. The Trustee may terminate an Employing Unit's status as a party
to the Trust by at least fifteen days written notice to that Employing Unit.
(Such prior notice is not required if the termination of the Employing Unit's
status as a party to the Trust is occasioned by the Trustee having received
information showing that such Employing Unit Plan is not qualified under the
Internal Revenue Code.) These events will take place on the Valuation Date
subsequent to their becoming effective. Unless the Employing Unit elects to
transfer its Plan to another Trustee or a custodian, the interests of the
Participants of such Employing Unit Plan in the Trust Fund will be distributed
to them either in the form of lump sums, or installment payments, all in
accordance with the distribution provisions of the Plan (see paragraph (9) of
"Federal Income, Excise and Estate Tax Consequences of the Retirement Plan of a
Self-Employed Individual" elsewhere in this Prospectus for information regarding
tax-deferred rollover contributions of such lump sum distributions).
TERMINATION OF THE MASTER PLAN AND TRUST
The Plan and Trust may be terminated and revoked by the Trustee, with the
approval of its Board of Directors, upon at least sixty days written notice to
each Employing Unit. The interests in the Trust Fund attributable to each
Employing Unit's Participants shall then be either transferred to another
Trustee or a custodian, or distributed to such Participants, as determined by
the Employing Unit.
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<PAGE> 12
AMENDMENTS TO THE PLAN AND TRUST
The Declaration of Trust provides that it may be amended from time to time
by the Trustee, with the approval of its Board of Directors. After an amendment
is adopted, copies of it are to be mailed to each Employing Unit, and at least
thirty days after such mailing the amendment shall be effective, provided that
any amendment made to conform the provisions of the Plan to a change in
governing law, regulations or rules shall take effect as of the effective date
of such change. Unless the Trustee withdraws the amendment before its effective
date, the Trustee as of such date shall terminate the status as a party to the
Trust of any Employing Unit that files written objection to the amendment with
the Trustee at least 20 days before such date. No amendment may deprive a
Participant of his vested interest in the Trust Fund nor divert any part of the
Trust Fund to an Employing Unit.
The 1989 Restatement as amended by the First Amendment thereto adopted as
of August 17, 1994 brought the Plan into compliance with the Code, as amended
through the Omnibus Budget Reconciliation Act of 1993. An Employing Unit which
has previously adopted an Employing Unit Pension Plan must have adopted the 1989
Restatement as amended prior to the end of its "remedial amendment period" in
order for the Employing Unit to continue to rely on the opinion letter issued by
the IRS to the Trustee with respect to the continuing qualification of its
Employing Unit Pension Plan. An Employing Unit's adoption of the 1989
Restatement as amended is evidenced by its execution of an adoption agreement in
the form of Exhibit A to the Plan. In addition, an Employing Unit's ability to
rely on the favorable opinion letter issued by the IRS to the Trustee is
conditioned on the Employing Unit having operated its Employing Unit Plan in
accordance with the requirements of the Code and, if necessary, having requested
a determination letter prior to the end of its remedial amendment period. The
remedial amendment period was extended by IRS Notice 92-36 to the last day of
the first plan year beginning after December 31, 1993, which for calendar year
plans would have been December 31, 1994. The deadline for requesting a
determination letter was extended in Revenue Procedure 95-12 to the last day of
the third month beginning after the end of the otherwise applicable remedial
amendment period, but no later than March 31, 1995, if the Employing Unit
adopted the 1989 Restatement before the end of the remedial amendment period.
The rules governing reliance on the favorable opinion letter issued by the IRS
to the Trustee are complex. Therefore, the Employing Unit is advised to review
with its legal counsel the adoption of the 1989 Restatement.
TOP-HEAVY PLANS
If an Employing Unit Plan is "top-heavy," certain additional restrictions
will apply to the operation of the Employing Unit Plan. An Employing Unit Plan
is generally considered to be "top-heavy" if more than 60% of the funds held by
the Trust under the Employing Unit Plan are credited to the accounts of "Key
Employees."
The term "Key Employees" includes any employee, former employee or
beneficiary of an employee having an account under the Employing Unit Plan who
during the year or any of the previous four years:
(1) Was one of the ten employees owning the largest ownership
interests in the Employing Unit and who has annual compensation of at least
$30,000; or
(2) Owns more than 5% of either the capital or profit interest in the
Employing Unit; or
(3) Owns more than 1% of either the capital or profit interest in the
Employing Unit and has annual compensation of more than $150,000; or
(4) Received compensation in excess of $45,000 and was an "officer" of
the Employing Unit (generally, the term "officer" means an administrative
executive who is in regular and continued service). The $45,000 amount is
indexed annually by the Secretary of the Treasury. For the 1997 calendar
year the amount is $62,500.
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<PAGE> 13
If an Employing Unit Plan is top-heavy, the Employing Unit will be required
to contribute to the account of each Employee who is not a Key Employee an
amount equal to the lesser of 3% of such Employee's compensation, or such
smaller percentage of compensation as is equal to the greatest percentage of
compensation contributed to the account of a Key Employee.
Under certain circumstances, other plans maintained by the Employing Unit
or by other related employers will be aggregated with the Employing Unit Plan
for purposes of applying the top-heavy plan rules. Each Employing Unit is
advised to consult with its attorneys, accountants or other professional
advisers with regard to the effect these top-heavy rules will have upon its
Employing Unit Plan.
PART II.
THE TRUST AND THE TRUST FUND
THE POOLED FUNDS
The Pooled Funds were created by the Declaration of Trust. The sole purpose
of the Pooled Funds is to provide a medium for collective investment of money
contributed to the Trust Fund pursuant to the Plans; only such money may be
invested in the Pooled Funds.
The Declaration of Trust provides that, subject to the limitations
hereinafter described, the Trustee shall invest and reinvest, in its discretion,
the funds forming a part of the Trust Fund from time to time in such property,
real, personal, or mixed (specifically including but not by way of limitation,
bonds, notes, debentures or other government, individual or corporate
obligations, secured or unsecured, and preferred and common corporate stocks) as
the Trustee shall determine with the care, skill, prudence, and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims, provided that the Trustee shall not invest
any part of the Trust Fund in insurance contracts. The Trustee has the power to
invest in open-end and closed-end investment companies and mutual funds,
including, to the extent permitted by applicable law, companies or funds to
which the Trustee acts as investment advisor and/or performs other services, and
any partnership, limited or unlimited, joint venture and other forms of joint
enterprise.
All income of a Pooled Fund shall be added to the principal of such Pooled
Fund and invested and reinvested as a part thereof. Contributions delivered to
the Trustee before a Valuation Date will be held in cash in a temporary
non-earning suspense account until the next Valuation Date when they will be
credited to the appropriate accounts in the Trust Fund for investment.
The Trustee may invest and reinvest the Short-Term Investment Fund in a
diversified portfolio of money market instruments including trust demand notes,
U.S. government securities, high grade commercial paper, instruments of banks
(such as certificates of deposit and bankers' acceptances) and repurchase
agreements, as the Trustee shall determine.
The Trustee may invest and reinvest the Equity Fund in common stocks, and
in rights, warrants, and options to acquire common stocks; provided, however,
that obligations of the United States and short term obligations of corporate or
other issuers may be purchased and held pending the selection and purchase of
other suitable investments. However, the Trustee does not intend to invest the
Equity Fund in options to acquire common stocks. The Equity Fund is invested in
a selected group of stocks with the objective of maximizing total return through
appreciation and income.
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<PAGE> 14
The Trustee may invest and reinvest the Balanced Fund in assets which are
suitable investments for the Equity Fund and in bonds, notes, debentures,
mortgages, preferred stocks (including bonds, debentures and preferred stocks
convertible into common stock or other securities), lessors' interests in leases
of either real or personal property, or both, contracts or other evidences of
indebtedness, or other tangible or intangible property or interests in property,
either real or personal, the income return from which is normally fixed or
limited by the terms of the contract, document or instrument creating or
evidencing such property or interests in property. Investments for the Balanced
Fund shall be in such proportions as the Trustee deems appropriate to achieve a
balanced collective investment fund. The investment objective of the Balanced
Fund is to provide a fixed return from Government and corporate bonds with a
minimum of market fluctuation, together with dividend income and appreciation
from stocks. At the present time, it is anticipated that the Trustee will invest
approximately 50% of the Balanced Fund in assets which are described above as
suitable investments for the Equity Fund and approximately 50% in other assets
which are described above as suitable investments for the Balanced Fund,
although the Trustee may at any time determine that the ratio of one type of
asset to the other should be changed.
The Trustee may establish additional Pooled Funds. Upon the establishment
of a new Pooled Fund, the Trustee shall notify all Employing Units of the
investment objective for such Fund and any restrictions regarding the investment
or distribution of assets from such Pooled Fund. The Trustee may invest and
reinvest any new Pooled Fund in assets which are suitable investments consistent
with the investment objective established by the Trustee.
The determination by the Trustee whether an investment is of a type which
may be purchased by the Short-Term Investment Fund, the Equity Fund, the
Balanced Fund, or such other Pooled Fund, shall be conclusive. In investing
amounts received as contributions under the Plan, the Trustee intends to achieve
the diversification among industries, companies and other classifications which
a prudent man in the exercise of his discretion would achieve, although no
specific limitations on the amount to be invested in a given industry or company
or other classification have been determined.
In addition, a Pooled Fund may be invested in qualified collective
investment facilities established by NBD Bank for qualified pension and
profit-sharing plans or any other Group Trust.
Pending the selection and purchase of suitable investments, and the payment
of expenses or other anticipated distributions, the Trustee may retain in cash,
without liability for interest, such portion of any Pooled Fund as it shall deem
reasonable under the circumstances.
The value of investments in any Pooled Fund may be expected to fluctuate
from time to time due to the variation in the underlying economic factors as
well as to the types of securities or other investments made. As a general rule,
assets of the type to be purchased by the Equity Fund may be expected to
fluctuate in value to a greater degree than those to be purchased by the
Short-Term Investment Fund. The Balanced Fund will be invested in assets
suitable for purchase by both the Equity and Short-Term Investment Fund. These
factors mean that, at the time(s) benefits are to be paid for a Participant, the
value of his interest in one or more Pooled Funds may be more or less than the
amount contributed to the Trust Fund on his behalf, depending on the value of
the Trust Fund at the time (see also the following section headed "Valuation of
Units in Pooled Funds").
An Employing Unit shall direct the Trustee in writing to invest the portion
of the Trust Fund allocable to its Participants in one or more of the Pooled
Funds in specified proportions, and may also direct the Trustee to transfer such
portion of the Trust Fund between one or more of the Pooled Funds in which it
has previously been invested.
Admissions, transfers and withdrawals of participating interests in the
Trust Fund will occur only on Valuation Dates. Withdrawals will be made only
after written notice thereof (which may not be cancelled or countermanded after
that Valuation Date) is received by the Trustee.
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<PAGE> 15
The Trustee is permitted to vote any stocks or other securities in the
Trust Fund, either in person or by proxy. No assets of the Trust Fund shall be
subject to any conveyance, transfer or assignment by any Employing Unit,
Participant or Beneficiary or pledged as collateral security for any debt of
such party, nor subject to any claim of such party's creditor.
The Trust Fund will operate on a calendar year basis.
The Trustee does not contemplate the purchase of securities on margin or
the making of short sales. The Trustee does not contemplate the making of
substantial foreign investments or the conduct of any unrelated trade or
business.
VALUATION OF UNITS IN POOLED FUNDS
The value of a unit in any Pooled Fund shall be determined with reference
to the value of the assets of such Pooled Fund, which shall be determined as
follows:
(a) The value of each stock listed on one or more generally recognized
exchanges shall be the last reported price for the sale of such stock on
the Valuation Date, if any, otherwise the reported closing bid price for
such stock on the Valuation Date. If no sale is reported for such day, or
the stock is unlisted, the value of the stock shall be determined in
accordance with the terms of subparagraph (b), below.
(b) The value of each bond (other than those of the types described in
subparagraph (c), below), and the value of each security not described in
subparagraph (a), above, shall be the market value thereof as of the close
of business on the Valuation Date, determined by the Trustee in good faith.
In determining such market value, the Trustee may obtain and consider
quotations from one or more reputable brokers or investment bankers or
statistical services and such other pertinent information as in its
judgment is desirable or necessary.
(c) The value of negotiable United States obligations shall be the bid
price as of the close of business on the Valuation Date as furnished to the
Trustee by one or more recognized dealers regularly dealing in such
obligations. If there is not a bid price available for such Valuation Date,
then the Trustee shall value such obligations as provided in subparagraph
(b), above.
(d) The value of any non-marketable direct obligations of the United
States shall, in the discretion of the Trustee, be the maturity value
thereof or the fair value thereof as otherwise determined.
(e) The value of each note, bond and debenture (whether secured by
mortgage or otherwise, or unsecured) of a type which is not generally
traded and for which no current market quotation is readily available, and
which is not to be valued according to the foregoing provisions shall be
determined by the Trustee on the basis of the prices at which similar
notes, bonds and debentures of substantially similar quality are being
traded.
(f) The value of real property and interests therein shall be the
market value thereof as of the close of business on the Valuation Date as
determined by the Trustee in its sole discretion. In determining such
value, the Trustee may consider any appraisals made not more than three (3)
years prior to the Valuation Date by an appraiser.
(g) Uninvested cash shall be valued at its face amount.
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<PAGE> 16
(h) The following items shall be valued in good faith and added to the
aggregate value of the foregoing assets for purposes of valuing the assets
of a Pooled Fund:
(i) Interest accrued but not collected on interest-bearing
obligations owned by such Pooled Fund;
(ii) Cash dividends declared but not collected upon stocks owned
by such Pooled Fund which are ex-dividend as of such Valuation Date;
(iii) Stock rights, stock dividends or dividends in kind declared
but not received on shares owned by the Trust Fund as of such Valuation
Date or previously traded ex rights, whichever is applicable, valued as
hereinabove provided;
(iv) The total value, as of such Valuation Date, of the
participation by such Pooled Fund in the NBD Banks Investment Fund for
Employe Benefit Plans, the NBD Employee Benefit Money Market Fund, the
NBD Short Bond Fund and any other Group Trust maintained by NBD Bank in
which assets of the Trust Fund are invested;
(v) All other receipts, accruals, receivables, and other items of
value.
From the total value of the assets of the Trust Fund, determined as
provided above, there shall be deducted all charges, fees, taxes, expenses and
liabilities due or accrued under the provisions of the Declaration of Trust or
which in the discretion of the Trustee are properly chargeable against such
Pooled Fund. The net amount remaining shall be deemed to be the fair value of
such Pooled Fund on the Valuation Date as of which such valuation is made.
Each Pooled Fund shall for accounting purposes be divided into units. On
each Valuation Date the value of each unit shall be determined by dividing the
fair value of each Pooled Fund by the number of units then outstanding in such
Pooled Fund.
Assuming a Participant directed the investment of $100 in the Balanced
Fund, $100 in the Equity Fund, and $100 in the Short-Term Investment Fund at
January 1, 1992, the values of such investments without giving effect to income
taxes at each December 31, subsequent to the original investments are as
follows:
<TABLE>
<CAPTION>
SHORT-TERM
INVESTMENT
BALANCED FUND EQUITY FUND FUND
------------- ----------- ----------
<S> <C> <C> <C>
1992.................................. $108.27 $110.13 $102.95
1993.................................. 120.41 126.21 105.41
1994.................................. 118.72 125.52 108.91
1995.................................. 144.62 161.99 113.96
1996.................................. 160.39 192.36 118.13
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF STATEMENT OF OPERATIONS AND STATEMENT OF
CHANGES IN NET ASSETS
The Balanced Fund (activated December 31, 1963), the Equity Fund (activated
December 31, 1964), and the Short-Term Investment Fund (activated March 31,
1982) together constitute the Retirement Plan and Trust for Self-Employed
Individuals. The Funds receive additional contributions during the year from the
Self-Employed persons who participate in the Trust through the master plan of
NBD Bank. Earnings on investments are reinvested within each Fund. Additions and
withdrawals are based upon unit values on each Valuation Date (the last business
day of each month). Unit values are determined by dividing the market value of
the net assets of each Fund by the number of units outstanding. The change in
unit value includes investment income for the period and the realized
14
<PAGE> 17
and unrealized gains or losses in investments, minus expenses. The nature of the
Plan makes it impossible to determine the impact of inflation on the financial
statements.
Changes in economic conditions have a significant impact both on investment
income earned by the Funds and on realized and unrealized appreciation or
depreciation in the Funds. However, as these changes affect different securities
within each Fund in different ways, it is not possible to quantify the effects
of these changes on the performance of these Funds.
BALANCED FUND
During 1996, the net assets of the fund decreased approximately 9.57%. This
decrease resulted from a 19.25% decrease from contributions net of withdrawals,
a 6.23% increase from realized and unrealized appreciation (depreciation) of
investments and a 3.45% increase from investment income.
Net investment income decreased from the previous year by 14.67%.
Net unrealized and realized gain on investments accounted for approximately
6.23% of the change in net assets for the year. Unrealized depreciation from
investments accounted for approximately 2.02% of the change in net assets for
the year contrasted with 11.24% unrealized appreciation for the previous year.
Total expenses incurred by the fund decreased by 14.39%.
Contributions received from Employing Units, including transfers, increased
5.70% in 1996. Withdrawals by participants and Employing Units decreased from
the previous year about 22.91% resulting from distributions and transfers.
EQUITY FUND
During 1996, the net assets of the fund increased approximately 13.62%.
This increase resulted from a 17.03% increase from net realized and unrealized
appreciation of investments, a 1.52% increase from investment income and an
4.93% decrease from contributions net of withdrawals.
Net investment income increased from the previous year by 9.09%.
Net unrealized and realized gain on investments accounted for approximately
17.03% of the change in net assets for the year. Unrealized appreciation from
investments accounted for approximately 4.52% of the change in net assets for
the year contrasted with 18.91% unrealized appreciation for the previous year.
Total expenses incurred by the fund increased by 4.57%.
Contributions received from Employing Units, including transfers, increased
by 126.43% in 1996. Withdrawals by participants and Employing Units increased by
14.10%.
SHORT-TERM INVESTMENT FUND
During 1996, the net assets of the fund decreased approximately 8.91%. This
decrease resulted from a 12.25% decrease from contributions net of withdrawals,
and a 3.34% increase from investment income.
Net investment income decreased from the previous year by 34.97%.
Total expenses incurred by the fund increased by 5.60%.
Contributions received from Employing Units, including transfers, increased
from the previous year by 1,041.01% in 1996. Withdrawals by participants and
Employing Units decreased 37.17%.
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<PAGE> 18
DUTIES OF THE TRUSTEE
The Trustee, NBD Bank, 611 Woodward, Detroit, Michigan 48226 has experience
in the management of collective investment trusts for qualified pension and
profit-sharing plans. Its duties in connection with the Declaration of Trust
include:
(1) Receiving contributions from each Employing Unit and allocating
them among the Pooled Funds.
(2) Investment, management, custody and safekeeping of and accounting
for each Pooled Fund.
(3) Keeping of bookkeeping accounts showing the individual
Participants' interests in the Trust Fund.
(4) Preparation of annual reports of transactions of the Trust Fund
and each Pooled Fund.
(5) Preparing and filing of returns required of the Trustee by the
Internal Revenue Service.
(6) Issuance of checks to pay benefits and any other payments required
by the Plan.
The Declaration of Trust provides that the Trustee may charge to the Trust
Fund the reasonable fees of the Trustee and the reasonable expenses of the
Trustee, including the costs of services of agents, attorneys, appraisers and
auditors. Such charges shall be a lien upon the Trust Fund until paid. The
Trustee is also permitted by the terms of the Declaration of Trust to charge
additional sums by agreement with each Employing Unit to such Employing Unit.
The present schedule of charges is as follows:
(1) A $25.00 fee will be charged to the Employing Unit at the time the
Employing Unit executes the Employing Unit Plan. This will be a
nonrecurring fee, and is intended to cover the initial set-up cost of the
new account.
(2) A charge of $7.50 for each contribution received for each
individual bookkeeping account established. This amount is collected from
the amount contributed if not paid by the Employing Unit or the
Participant.
(3) A charge for management of the Trust Fund based upon 1/16 of 1 per
cent of the market value of the Trust Fund as of each monthly Valuation
Date; the annual equivalent of this management charge is estimated to be
approximately 3/4 of 1 per cent of the market value of the Trust Fund
(based upon an average of the market value as of twelve Valuation Dates
each year). This charge is to be applied against the Trust Fund. Each of
the Pooled Funds bears its pro rata portion of the management charge based
on its market value. The management fees paid to the Trustee from the Trust
Fund for the three years ended December 31, 1996, 1995 and 1994 were
$132,112, $122,253 and $125,073, respectively.
(4) In connection with the distribution of a Participant's interest in
the Trust Fund, if distribution in installments is elected, there will be a
charge of $1.00 for the first check and 50c for each subsequent check.
(5) In connection with the termination of a Participant's interest in
the Trust Fund, a charge of $17.50 per individual account will be applied
against and collected from amounts available for distribution to the
individual.
The cost of establishing or reorganizing the Trust Fund shall be borne by
the Trustee.
Except as permitted by the rules and regulations of the Comptroller of the
Currency and other bank regulatory agencies having jurisdiction, the Trustee
shall not have any interest in the Trust Fund other than in its fiduciary
capacity under the Declaration of Trust.
The Trustee shall not issue any certificate or other document evidencing an
interest in the Trust Fund.
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<PAGE> 19
LIMITATIONS ON LIABILITY
The Trustee is absolutely protected in acting or omitting to act in
accordance with any written notice or direction authorized by the Declaration of
Trust from an Employing Unit, Participant, or Beneficiary; each Employing Unit,
by executing its Employing Unit Plan, agrees to indemnify and save the Trustee
harmless against liability in so acting.
The Declaration of Trust requires that at least once each year the Trustee
shall cause an adequate audit to be made of the Trust Fund by auditors
responsible only to the Board of Directors of the Trustee. If the audit is
performed by independent public accountants, the reasonable expenses of such
audit shall be charged to the Trust Fund. A copy of each such report shall be
furnished or notice shall be given that a copy of such report is available, and
will be furnished without charge, upon request, to each Employing Unit and to
other persons if required by the Comptroller of the Currency and other bank
regulatory agencies having jurisdiction.
The Declaration of Trust requires the Trustee to render to each Employing
Unit an annual written account of the Trustee's transactions relating to the
Trust Fund. It is not contemplated that such written account will be certified
by an independent public accountant. A similar account is rendered in the event
that an Employing Unit terminates its participation in the Trust Fund. Unless
the Employing Unit files written objection to the account within sixty days
after receipt of the account, the account is deemed to have been approved with
the same effect as though approved by a court having competent jurisdiction over
the subject matter, the Trust Fund, the Trustee, the Employing Unit and all
persons having any beneficial interest in the Trust Fund.
LEGAL MATTERS
Legal and federal tax matters in connection with the Plan have been passed
upon by Dickinson, Wright, Moon, Van Dusen & Freeman, 500 Woodward, Suite 4000,
Detroit, Michigan 48226, counsel for NBD Bank, which is the Trustee under the
Declaration of Trust.
FEDERAL INCOME, EXCISE AND ESTATE TAX CONSEQUENCES OF THE
RETIREMENT PLAN OF A SELF-EMPLOYED INDIVIDUAL
In the opinion of Dickinson, Wright, Moon, Van Dusen & Freeman, legal
counsel for NBD Bank in its corporate capacity and as Trustee of the Plan, (1) a
pension plan, when duly adopted in a timely manner by an Employing Unit as
evidenced by its execution of Exhibit A to the Plan established by NBD Bank,
will qualify under Section 401 of the Internal Revenue Code of 1986, as amended
(the "Code"), and (2) a profit-sharing plan, when duly adopted in a timely
manner by an Employing Unit as evidenced by its execution of Exhibit B to the
Plan established by NBD Bank, will qualify under Section 401 of the Code. For an
Employing Unit Plan in existence prior to 1996, these opinions are based on the
Employing Unit having adopted the 1989 Restatement, as amended, within the
remedial amendment period described in the section on Amendments to the Plan and
Trust found at page 10. These opinions are based in part on letters from the
Internal Revenue Service, dated July 11, 1990, which state that the pension plan
and the profit-sharing plan are acceptable for use by employers adopting the
Plan and Trust and that the Trust is a tax-exempt trust. Because each form of
the Plan is designed to be a "standardized form plan," the Internal Revenue
Service will not ordinarily rule on an Employing Unit's Pension or
Profit-Sharing Plan. However, when an Employing Unit adopts either form of the
Plan and observes the provisions thereof, the plan of the Employing Unit
thereunder will be deemed to be a qualified plan so long as the eligibility
requirements and contributions or benefits under its plan for Owner Employees
are not more favorable than for other employees, including those required to be
covered under plans of all businesses controlled by such Owner Employees. Any
17
<PAGE> 20
communication with the Internal Revenue Service by an Employing Unit concerning
its plan should refer to NBD Bank, N.A. Retirement Plan and Trust for
Self-Employed Individuals, Serial No. D248738a for the Master Standardized Money
Purchase Pension Plan, and Serial No. D248739a for the Master Standardized
Profit-Sharing Plan.
The following is a brief, though necessarily incomplete, description of
some of the federal tax consequences of a Retirement Plan of a Self-Employed
Individual under the Plan and Trust:
(1) An Employing Unit in computing its income tax may deduct the full
amount of its contribution to the Plan on behalf of Participants whether
they are Common-Law Employees or Self-Employed Individuals. See
"Contributions under the Self-Employed Plan" elsewhere in this Prospectus
for limitations on the amounts which may be contributed under the Plan and
on the amounts which may be deducted by the Employing Unit. The amount so
deducted by an Employing Unit in a given year is not taxable income that
year to the Participant for whose benefit the contribution was made;
amounts later distributed from the Trust Fund are subject to income
taxation at the later date. Generally, distributions paid from a
Participant's interest in the Trust Fund ("benefits") are not taxable
income to the extent of the totals of any voluntary, non-deductible amounts
contributed by a Participant on his own behalf, and of any Employing Unit
contributions on his behalf for which no deduction was allowed (the
Participant's "non-deductible contributions") that are included in such
distributions of benefits.
(2) The Trust is exempt from paying income tax on income earned by the
Trust Fund.
(3) The income tax consequences of a distribution of benefits from the
Trust Fund will depend upon whether the distribution is made in the form of
annuity or installment payments (described in this paragraph) or a single
sum payment (described in paragraphs (4) through (9) below). Annuity and
installment payments are both subject to income tax under the rules
applying to annuities. These rules provide that the full amount of an
installment distribution or annuity payment is subject to income tax unless
the participant has an investment in the annuity. The participant is deemed
to have made an investment in the annuity or installment payments ("cost")
in an amount equal to the Participant's non-deductible contributions, if
any. The cost is spread over the period during which distributions are to
be made, and the portion of each payment in excess of its allowable cost is
taxed as ordinary income as payments are received.
(4) Any single sum payment of benefits distributed pursuant to the
Plan to a self-employed individual before age 59 1/2 in cases other than
death or disability, or to any distributee otherwise than as a lump sum
distribution (see paragraph (5) below), is taxable as ordinary income not
eligible for special averaging (see paragraph (7) below), to the extent it
exceeds the participant's non-deductible contributions.
(5) Single sum payments of benefits distributed pursuant to the Plan
to self-employed individuals or their employees on account of disability,
or after reaching age 59 1/2, or to their beneficiaries on account of
death, or (in the case of employees only) on account of separation from
service, are entitled to be taxed as "lump sum distributions" at the
election of the participant or his beneficiary, or (in the case of multiple
beneficiaries) his personal representative, as the case may be. However, if
the recipient is a self-employed individual, the lump sum election is
effectively not available unless such individual was a Participant for at
least five full years prior to the year of such distribution. A lump sum
election must apply to all Employing Unit qualified pension plan
distributions to the recipient in the taxable year of such a distribution
from the Plan, and such an election may be made only once. For this
purpose, all lump sum distributions received by the recipient from
qualified plans during the last six years must be aggregated for purposes
of determining the tax rate on the ordinary income portion of the last lump
sum distribution as described in this paragraph (5). The election to treat
a single sum
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<PAGE> 21
distribution as a lump sum is made by attaching Internal Revenue Service
form 4972 to the electing person's federal income tax return for the
taxable year in which the distribution is made.
(6) A single sum payment of benefits as to which lump sum treatment is
elected is required to be taxed as ordinary income to the extent that such
distribution is attributable to participation in the Plan for years
beginning after December 31, 1973, while the balance of the distribution is
entitled to long-term capital gains treatment unless otherwise elected (see
last sentence of this paragraph (6), second sentence of paragraph (7), and
paragraph (8) below). The ordinary income portion of the distribution is
determined by multiplying the amount of the entire distribution less the
amount of the Participant's non-deductible contributions (the "total
taxable amount") by a fraction whose numerator is the Participant's number
of years of participation after 1973 and whose denominator is the total
number of his years of participation. The capital gains portion of the
distribution is determined by multiplying the total taxable amount by a
fraction whose numerator is the Participant's number of years of
participation prior to 1974 and whose denominator is the total number of
his years of participation. Alternatively, if the ordinary income portion
of the lump sum distribution is eligible for special averaging treatment
(described in paragraph (7) below), the recipient is entitled to elect to
treat the entire distribution as ordinary income subject to special
averaging; this election is made on IRS form 4972.
(7) The portion of a single sum payment of benefits which is taxable
as ordinary income (including but not limited to the ordinary income
portion of a lump sum distribution) is eligible, if lump sum treatment is
elected, for special averaging treatment in the case of death or if the
self-employed individual or employee was a Participant for at least five
full years prior to the year of such distribution. However, it should be
noted that if the recipient is a self-employed individual who has elected
lump sum treatment, none of his single sum payment distribution will
qualify for long-term capital gains treatment under paragraph (6) above
unless the ordinary income portion is taxed under special averaging. To use
the special averaging treatment, the recipient first determines an "initial
separate tax", by treating the entire distribution (including any
aggregations required by paragraph (5) above), less the Participant's
non-deductible contributions, and less a statutory "minimum distribution
allowance", as an amount of ordinary income, then calculating a single
person's federal income tax on a taxable income equal to one-fifth of such
amount of ordinary income, and then multiplying the result by five. Under
TRA 1986, Participants who had attained age 50 by January 1, 1986 may elect
ten-year special averaging (substituting "one-tenth" for "one-fifth", and
"ten" for "five", in the preceding sentence and using 1986 income tax
rates) in place of five-year special averaging. The separate tax
attributable to the ordinary income portion of the distribution is then
determined by multiplying the "initial separate tax" by a fraction whose
numerator is the total of the ordinary income portion of the distribution
and whose denominator is the total taxable amount. The effect of these
procedures is to reduce the amount of tax otherwise payable by partially
avoiding taxation at higher effective rates. The smallest tax on a lump sum
distribution that is eligible for special averaging treatment will be
obtained in many cases by electing to treat the entire distribution as
ordinary income subject to special averaging. However, the only way to be
sure is to compute the tax under all available methods.
(8) Effective as of January 1, 1993, a Participant receiving a
distribution of benefits from the Trust Fund that qualifies as an "eligible
rollover distribution" may defer current income taxation and avoid the
mandatory 20% withholding by electing to have the distribution directly
rolled over into an eligible retirement plan. The taxable portion of a
distribution from the Trust Fund will be an "eligible rollover
distribution" unless it is (i) one of a series of annuity payments; (ii)
one of a series of substantially equal installments to be paid over a
period of ten years or more; or (iii) a minimum distribution required on
account of the Participant's attainment of age 70 1/2. An eligible
retirement plan to which a direct rollover may be made includes a qualified
defined contribution plan, a qualified annuity plan, an Individual
Retirement Account or an Individual Retirement
19
<PAGE> 22
Annuity ("IRA"). If the Participant does not elect to have the distribution
directly rolled over, the Participant may defer current income taxation
(but not avoid the 20% withholding) on any portion or all of such
distribution, if within sixty (60) days after receipt thereof, he makes a
rollover contribution of such portion or all of the assets of the
distribution into an eligible retirement plan. If a rollover, either direct
or otherwise, is made to an IRA, such assets will be taxed as ordinary
income when later distributed. Distribution of the IRA to the Participant
must commence no later than the close of his taxable year in which he
either attains age 70 1/2 or makes the rollover contribution, whichever is
later. Prior to January 1, 1993 rollover treatment of a distribution was
allowed only if the distribution was a lump sum distribution or a
distribution of at least 50% of the balance credited to the Participant's
account and such partial distribution was made on account of death,
disability, or separation from service.
(9) In addition to the foregoing income tax alternatives, TRA 1986
imposed an additional tax on "early distributions". Distributions of
benefits and withdrawals made after December 31, 1986 to an employee who
has not attained age 59 1/2, including the taxable portion of withdrawn
after-tax employee contributions, will generally be subject to a special
10% income tax in addition to the applicable foregoing income tax. However,
if such a distribution is eligible for a rollover and is rolled over into
an IRA or another qualified plan, this additional tax will not apply. There
are other exemptions from this additional tax, including exemptions for
distributions before age 59 1/2 on account of death, disability, or
separation from service after age 55.
(10) In addition to the foregoing income taxes, TRA 1986 imposed an
additional tax on "excessive distributions" in the form of a 15% excise tax
that may apply to an annual distribution in excess of $150,000 or a lump
sum distribution in excess of $750,000. The provisions of TRA 1986 imposing
this additional excise tax specify alternative distribution amounts above
which the tax applies, as well as alternative "grandfather" provisions
exempting the part of an excess distribution accrued up to August 1, 1986
from this additional tax. This excise tax does not apply to distributions
made during 1997, 1998 or 1999.
(11) A similar 15% tax is imposed by TRA 1986 in the form of an estate
tax on "excess retirement accumulations" in the case of a deceased
Participant. This 15% tax on accumulations in excess of the present value
of a hypothetical single life annuity (subject to exemptions and
grandfathering) will be imposed whether or not any other federal estate tax
liability is payable with respect to the deceased Participant's taxable
estate (which would include the value of the deceased Participant's
benefits in the Trust Fund but normally would not be subject to federal
estate tax until the taxable estate exceeds $600,000 or more). This special
15% estate tax is not subject to reduction by the federal estate tax
marital deduction or unified credit.
(12) Participants in Employing Unit Plans should be aware that TRA
1986 changed the rules for income tax deductibility of their contributions
to individual retirement accounts ("IRAs") made for taxable years after
1986, although the annual ceiling on an IRA contribution by an employee,
deductible and non-deductible portions combined, remains the lesser of
$2,000 or 100% of earned income. In general, the extent to which such a
contribution to an IRA by a Participant in an Employing Unit Plan (and, if
applicable, the Participant's spouse) will be deductible will depend on
marital status and the amount of adjusted gross income for federal income
tax purposes for that year.
The above discussion covers only the highlights of the Federal tax rules
applicable to the usual case under present law. Before making elections
permitted by the Plan, a Participant may wish to discuss the matter with a
qualified tax adviser. This is also true as to the effect of state and local
income tax laws, and state inheritance or estate taxes.
20
<PAGE> 23
ADDITIONAL INFORMATION
Copies of the 1963 Declaration of Trust establishing the NBD Bank, N.A.
(formerly National Bank of Detroit) Retirement Plan and Trust for Self-Employed
Individuals, the 1963-1984 First, Second, Third, Fourth, Fifth, Sixth and
Seventh Amendments thereto, the 1984 and 1989 Restatements thereof, the First
Amendment to the 1989 Restatement, and the forms of Employing Unit Plan have
been filed as exhibits to the Registration Statement of which this Prospectus is
a part. The descriptions of the Plan and Trust, and the Employing Unit Pension
and Profit-Sharing Plans cannot by their nature contain the complete text of the
documents and reference is hereby made to such documents for a complete
statement of their terms and provisions. The documents may be inspected at the
Washington, D.C. office of the Securities and Exchange Commission and copies
thereof may be purchased from the Commission in accordance with its rules and
regulations.
RECOMMENDATION TO CONSULT ADVISORS
NBD Bank recommends that each Employing Unit consult with its attorneys,
accountants and other professional advisors, regarding the advisability of
participating in the Trust and adopting one of the Plans, keeping in mind the
legal, tax and financial results to be anticipated if the Employing Unit
participates. NBD Bank is unable to and does not undertake to render advice
concerning such matters.
21
<PAGE> 24
NBD BANK, N.A.
RETIREMENT PLAN AND TRUST FOR
SELF-EMPLOYED INDIVIDUALS
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................... 23
Independent Auditors' Report................................ 24
</TABLE>
<TABLE>
<CAPTION>
SHORT-TERM
BALANCED EQUITY INVESTMENT
FUND FUND FUND
-------- ------ ----------
<S> <C> <C> <C>
Statements of Assets and Liabilities........................ 25 31 36
Statements of Changes in Net Assets......................... 25 31 36
Statements of Changes in Units and Value Per Unit........... 26 32 37
Statements of Operations.................................... 26 32 37
Statements of Investments in Securities..................... 27 33 38
Notes to Financial Statements............................... 39 39 39
</TABLE>
22
<PAGE> 25
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
NBD Bank:
We have audited the accompanying statements of assets and liabilities of the
Balanced Fund, Equity Fund, and Short-Term Investment Fund of the NBD Bank, N.A.
Retirement Plan and Trust for Self-Employed Individuals, including the
statements of investments in securities, as of December 31, 1996 and 1995, and
the related statements of changes in net assets, changes in units and value per
unit and operations for the year then ended. These financial statements are the
responsibility of the Bank'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 of the Balanced Fund, Equity Fund, and
Short-Term Investment Fund of the NBD Bank, N.A. Retirement Plan and Trust for
Self-Employed Individuals at December 31, 1996 and 1995, and the results of
their operations and the changes in their net assets for the year then ended in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Detroit, Michigan,
March 14, 1997.
23
<PAGE> 26
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
NBD Bank:
We have audited the accompanying statements of changes in net assets, of
changes in units and value per unit, and of operations of the Balanced Fund, the
Equity Fund and the Short-Term Investment Fund of the NBD Bank, N.A. Retirement
Plan and Trust for Self-Employed Individuals, for each of the three years in the
period ended December 31, 1994. These financial statements are the
responsibility of the Funds' 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, such financial statements present fairly, in all material
respects, the results of their operations, the changes in their net assets and
the changes in their units and value per unit of the Balanced Fund, the Equity
Fund and the Short-Term Investment Fund of the NBD Bank, N.A. Retirement Plan
and Trust for Self-Employed Individuals for each of the three years in the
period ended December 31, 1994 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
Detroit, Michigan
March 9, 1995
24
<PAGE> 27
NBD BANK, N.A.
RETIREMENT PLAN AND TRUST FOR SELF-EMPLOYED INDIVIDUALS
NBD BANK, TRUSTEE
BALANCED FUND STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
December 31
------------------------
1996 1995
---------- ----------
<S> <C> <C>
ASSETS:
Investments in securities at market value (cost--1996,
$3,483,709; 1995, $3,835,675).......................... $4,039,714 $4,482,355
Dividends and interest receivable....................... 39,361 42,791
---------- ----------
Total Assets........................................ 4,079,075 4,525,146
---------- ----------
LIABILITIES:
Accrued bank management charge.......................... 2,549 2,828
Accrued audit expense................................... 8,006 9,371
Due to brokers for securities purchased................. -- 13,385
---------- ----------
Total Liabilities................................... 10,555 25,584
---------- ----------
NET ASSETS (excluding participants' contributions held in
suspense cash account--1996, $0; 1995, $6,730)
--equivalent to $1,101.0797 per unit on 3,695.0273 units
in 1996 and $992.8026 per unit on 4,532.1820 units in
1995...................................................... $4,068,520 $4,499,562
========== ==========
</TABLE>
BALANCED FUND STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------------------------------
1996 1995 1994 1993 1992
---------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
FROM INVESTMENT ACTIVITIES:
Net investment income................................. $ 155,069 $ 181,721 $ 217,225 $ 219,277 $ 155,293
Net realized gain from security transactions.......... 370,777 207,387 110,728 373,481 248,434
Increase (decrease) in unrealized appreciation of
investments......................................... (90,675) 531,060 (410,638) (27,265) (9,911)
---------- ----------- ---------- ---------- ----------
Increase in net assets derived from investment
activities.......................................... 435,171 920,168 (82,685) 565,493 393,816
---------- ----------- ---------- ---------- ----------
FROM PARTICIPANTS' UNITS TRANSACTIONS:
Amounts received from participants for units
purchased........................................... 57,905 54,782 409,229 388,600 552,552
Payments to participants for units redeemed........... (924,118) (1,198,788) (756,342) (840,698) (718,831)
---------- ----------- ---------- ---------- ----------
Decrease in net assets derived from participants' unit
transactions........................................ (866,213) (1,144,006) (347,113) (452,098) (166,279)
---------- ----------- ---------- ---------- ----------
Net increase (decrease) in net assets................. (431,042) (223,838) (429,798) 113,395 227,537
---------- ----------- ---------- ---------- ----------
NET ASSETS (excluding participants' contributions held in
suspense cash account):
Beginning of year..................................... 4,499,562 4,723,400 5,153,198 5,039,803 4,812,266
---------- ----------- ---------- ---------- ----------
End of year........................................... $4,068,520 $ 4,499,562 $4,723,400 $5,153,198 $5,039,803
========== =========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements.
25
<PAGE> 28
STATEMENTS OF CHANGES IN UNITS AND VALUE PER UNIT BALANCED FUND
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------------------------------------------------------------------------------
1996 1995 1994 1993
------------------------ ----------------------- ----------------------- -----------------------
Units Amount Units Amount Units Amount Units Amount
---------- ----------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets and units at
beginning of year.... 4,532.1820 $ 4,499,562 5,795.5981 $4,723,400 6,234.2233 $5,153,198 6,780.6490 $5,039,803
Units issued.......... 57.0109 57,905 63.1722 54,782 496.2811 409,229 511.7796 388,600
---------- ----------- ---------- ---------- ---------- ---------- ---------- ----------
Total................. 4,589.1929 4,557,467 5,858.7703 4,778,182 6,730.5044 5,562,427 7,292.4286 5,428,403
Units redeemed........ 894.1656 924,118 1,326.5883 1,198,788 934.9063 756,342 1,058.2053 840,698
---------- ----------- ---------- ---------- ---------- ---------- ---------- ----------
Remainder............. 3,695.0273 3,633,349 4,532.1820 3,579,394 5,795.5981 4,806,085 6,234.2233 4,587,705
---------- ---------- ---------- ----------
Net investment
income............... 155,069 181,721 217,225 219,277
Net realized gain on
investments.......... 370,777 207,387 110,728 373,481
Increase (decrease) in
unrealized
appreciation of
investments.......... (90,675) 531,060 (410,638) (27,265)
----------- ---------- ---------- ----------
Assets and units at
end of year.......... 3,695.0273 $ 4,068,520 4,532.1820 $4,499,562 5,795.5981 $4,723,400 6,234.2233 $5,153,198
========== =========== ========== ========== ========== ========== ========== ==========
Net asset value per
unit at end of
year................. $1,101.0797 $ 992.8026 $ 814.9979 $ 826.5982
=========== ========== ========== ==========
<CAPTION>
Year Ended December 31
-----------------------
1992
-----------------------
Units Amount
---------- ----------
<S> <C> <C>
Assets and units at
beginning of year.... 7,009.9498 $4,812,266
Units issued.......... 781.8230 552,552
---------- ----------
Total................. 7,791.7728 5,364,818
Units redeemed........ 1,011.1238 718,831
---------- ----------
Remainder............. 6,780.6490 4,645,987
----------
Net investment
income............... 155,293
Net realized gain on
investments.......... 248,434
Increase (decrease) in
unrealized
appreciation of
investments.......... (9,911)
----------
Assets and units at
end of year.......... 6,780.6490 $5,039,803
========== ==========
Net asset value per
unit at end of
year................. $ 743.2626
==========
</TABLE>
STATEMENTS OF OPERATIONS BALANCED FUND
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Interest............................................... $ 150,756 $ 174,254 $ 197,095 $ 204,920 $ 136,133
Dividends.............................................. 43,072 52,739 68,755 63,774 62,931
---------- ---------- ---------- ---------- ----------
Total income............................................. 193,828 226,993 265,850 268,694 199,064
---------- ---------- ---------- ---------- ----------
Expenses:
Bank management charge................................. 32,624 35,263 39,967 40,476 37,332
Audit services......................................... 6,135 10,009 8,658 8,941 6,439
---------- ---------- ---------- ---------- ----------
Total expenses........................................... 38,759 45,272 48,625 49,417 43,771
---------- ---------- ---------- ---------- ----------
Net investment income...................................... $ 155,069 $ 181,721 $ 217,225 $ 219,277 $ 155,293
========== ========== ========== ========== ==========
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain from security transactions:
Proceeds from investments sold, matured or
redeemed........................................... $3,721,093 $3,504,541 $4,009,657 $4,251,750 $4,606,851
Cost of investments sold, matured or redeemed........ 3,350,316 3,297,154 3,898,929 3,878,269 4,358,417
---------- ---------- ---------- ---------- ----------
Net realized gain.................................... 370,777 207,387 110,728 373,481 248,434
---------- ---------- ---------- ---------- ----------
Unrealized appreciation of investments:
Beginning of year.................................... 646,680 115,620 526,258 553,523 563,434
End of year.......................................... 556,005 646,680 115,620 526,258 553,523
---------- ---------- ---------- ---------- ----------
Increase (decrease) in unrealized appreciation of
investments.......................................... (90,675) 531,060 (410,638) (27,265) (9,911)
---------- ---------- ---------- ---------- ----------
Net realized and unrealized gain (loss) on investments..... $ 280,102 $ 738,447 $ (299,910) $ 346,216 $ 238,523
========== ========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements.
26
<PAGE> 29
BALANCED FUND STATEMENTS OF INVESTMENTS IN SECURITIES
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
------------------------------------- -------------------------------------
Principal Market Principal Market
Amount Cost Value Amount Cost Value
--------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CASH EQUIVALENTS:
Trust Demand Notes
General Electric Capital Corp. .......... $ 48,309 $ 48,309 $ 48,309 $ 83,384 $ 83,384 $ 83,384
---------- ---------- ---------- ----------
TOTAL CASH EQUIVALENTS......................... 48,309 48,309 83,384 83,384
---------- ---------- ---------- ----------
BONDS AND NOTES
U.S. GOVERNMENT AND AGENCY OBLIGATIONS:
U.S. Government
Strips from U.S. Treasury Securities due
2/15/99.................................. 200,000 145,644 169,990
2/15/99.................................. 200,000 170,754 176,792
Treasury Bonds
12.750%, 11/15/10........................ 230,000 311,006 325,558 230,000 311,006 350,318
Treasury Notes
5.875%, 2/15/04.......................... 85,000 86,381 82,755
6.250%, 8/31/00.......................... 100,000 98,602 100,375
6.375%, 8/15/02.......................... 50,000 47,797 50,328 100,000 95,594 104,859
6.625%, 7/31/01.......................... 100,000 102,016 101,594
6.875%, 8/31/99.......................... 200,000 205,933 204,188 75,000 77,496 78,820
7.750%, 2/15/01.......................... 100,000 110,785 105,672 100,000 110,785 110,422
7.750%, 11/30/99......................... 50,000 53,641 52,242 50,000 53,641 54,180
7.750%, 1/31/00.......................... 50,000 52,435 52,320 190,000 199,252 206,387
7.875%, 4/15/98.......................... 100,000 104,312 102,609 100,000 104,312 105,594
7.875%, 1/15/98.......................... 50,000 54,547 51,110 150,000 163,641 157,617
9.125%, 5/15/99.......................... 140,000 166,513 149,603 140,000 166,513 156,232
Agency Obligations
Federal Home Loan Mortgage Corp.
9.700%, 6/15/18.......................... 6,184 6,687 6,182 34,941 37,780 35,426
9.500%, 8/15/19.......................... 22,491 24,277 22,695 54,375 58,691 55,468
8.000%, 2/15/19.......................... 23,213 24,069 23,327
8.000%, 11/15/20......................... 57,044 58,980 57,808 89,591 92,632 91,480
Federal National Mortgage Assn.
8.500%, 1/25/19.......................... 11,997 12,545 12,018
6.500%, 8/25/20.......................... 74,014 70,267 72,135 75,000 71,203 74,818
---------- ---------- ---------- ----------
TOTAL U.S. GOVERNMENT AND
AGENCY OBLIGATIONS......................... 1,724,933 1,713,966 1,724,804 1,786,956
---------- ---------- ---------- ----------
CORPORATE BONDS AND NOTES:
Associates Corp. of N. America, 8.550%,
7/15/99................................ 75,000 80,742 84,307 75,000 80,742 90,450
Bear Stearns Secd. Invs. Inc., 9.250%,
12/01/18................................ 115,364 121,188 114,945
Columbia HCA Healthcare Corp., 6.870%,
9/15/03................................. 60,000 59,185 60,295
GMAC, 7.750%, 1/28/97..................... 50,000 49,749 50,064 50,000 49,749 51,148
Prudential Bank & Trust, 6.250%,
7/15/97................................. 23,333 23,312 23,319
Foreign
Ontario Province Can., 15.750%, 3/15/12... 50,000 69,662 54,168 50,000 69,662 58,411
Industrial
BP America Inc., 10.150%, 3/15/96......... 50,000 56,616 50,430
---------- ---------- ---------- ----------
TOTAL CORPORATE BONDS AND NOTES............... 259,338 248,834 401,269 388,703
---------- ---------- ---------- ----------
TOTAL BONDS AND NOTES.......................... 1,984,271 1,962,800 2,126,073 2,175,659
---------- ---------- ---------- ----------
</TABLE>
See Notes to Financial Statements.
27
<PAGE> 30
STATEMENTS OF INVESTMENTS IN SECURITIES BALANCED FUND
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
---------------------------- ----------------------------
Market Market
Shares Cost Value Shares Cost Value
------ -------- -------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS:
AEROSPACE
Boeing Co............................................... 600 $ 16,288 $ 63,900 900 $ 24,431 $ 70,537
-------- -------- -------- --------
APPAREL
Russell Corp. .......................................... 1,400 41,716 41,650 1,500 45,154 41,625
-------- -------- -------- --------
BANKS
Bankamerica Corp........................................ 600 47,674 59,850
Barnett Banks, Inc. .................................... 700 14,592 28,788 800 33,354 47,200
Fleet Financial Group, Inc. ............................ 800 21,533 39,900 1,500 40,374 61,125
Norwest Corp............................................ 1,100 37,953 47,850
-------- -------- -------- --------
121,752 176,388 73,728 108,325
-------- -------- -------- --------
BUSINESS MACHINES
Autodesk, Inc. (Delaware)............................... 700 23,556 23,975
----- -------- --------
BUSINESS SERVICES
Deluxe Corp. ........................................... 1,600 51,963 52,400 1,400 46,605 40,600
Dun & Bradstreet Corp. ................................. 700 12,265 16,625 800 37,448 51,800
Electronic Data Systems Corp............................ 1,100 32,766 47,575
General Motors Corp. Class E............................ 1,300 38,724 67,600
Interpublic Group of Companies, Inc. ................... 800 32,660 34,700
WMX Technologies, Inc. ................................. 1,200 29,866 39,000 1,500 37,332 44,625
-------- -------- -------- --------
126,860 155,600 192,769 239,325
-------- -------- -------- --------
CHEMICALS
Dow Chemical Co. ....................................... 600 33,876 42,150
Great Lakes Chemical Corp. ............................. 500 28,048 23,375 900 50,486 64,800
Sigma Aldrich Corp. .................................... 900 32,669 56,193 800 26,279 39,600
-------- -------- -------- --------
60,717 79,568 110,641 146,550
-------- -------- -------- --------
CONSTRUCTION
Masco Corp. ............................................ 1,200 25,765 43,200 1,500 32,206 47,062
Stanley Works........................................... 1,000 37,150 51,500
York International Corp. ............................... 1,200 43,226 67,050 1,500 54,033 70,500
-------- -------- -------- --------
68,991 110,250 123,389 169,062
-------- -------- -------- --------
</TABLE>
See Notes to Financial Statements.
28
<PAGE> 31
BALANCED FUND STATEMENTS OF INVESTMENTS IN SECURITIES
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
-------------------------------- --------------------------------
Market Market
Shares Cost Value Shares Cost Value
------ ---------- ---------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS (continued)
CONTAINERS
Crown Cork & Seal Co., Inc. ........................ 900 $ 35,624 $ 48,938 575 $ 21,564 $ 24,006
---------- ---------- ---------- ----------
CONSUMER DURABLES
Rubbermaid, Inc. ................................... 1,600 40,680 36,200 1,900 48,307 48,450
---------- ---------- ---------- ----------
DRUGS AND MEDICINE
Abbott Laboratories................................. 800 15,455 40,600 1,000 19,318 41,625
Bristol-Myers Squibb Co. ........................... 500 16,781 54,500 700 23,494 60,113
Merck & Co., Inc. .................................. 700 17,229 45,938
Schering-Plough Corp. .............................. 1,000 30,062 64,750 1,200 36,075 65,700
US Healthcare, Inc. ................................ 1,200 37,174 55,800
---------- ---------- ---------- ----------
62,298 159,850 133,290 269,176
---------- ---------- ---------- ----------
ELECTRONICS
Hewlett Packard Co. ................................ 700 34,634 35,175
Lucent Technology, Inc. ............................ 400 17,047 18,500
Motorola, Inc. ..................................... 700 40,180 42,875
---------- ----------
91,861 96,550
---------- ----------
ENERGY AND UTILITIES
Enron Corp. ........................................ 1,000 38,119 43,125
Entergy Corp. ...................................... 700 19,641 20,475
FPL Group, Inc...................................... 1,100 52,020 50,600
MCN Corp. .......................................... 1,400 27,003 40,425 2,500 48,219 58,125
Pinnacle West Capital Corp. ........................ 1,600 45,638 50,800
---------- ---------- ---------- ----------
162,780 184,950 67,860 78,600
---------- ---------- ---------- ----------
ENERGY RAW MATERIALS
Burlington Resources, Inc. ......................... 1,000 41,401 39,250
Schlumberger Ltd. .................................. 700 41,093 69,912 1,000 58,704 69,250
---------- ---------- ---------- ----------
41,093 69,912 100,105 108,500
---------- ---------- ---------- ----------
FOOD AND AGRICULTURE
Conagra, Inc. ...................................... 1,000 32,468 49,750 800 19,601 33,000
CPC International, Inc. ............................ 700 48,345 54,250
Pepsico, Inc. ...................................... 1,700 51,185 49,725
Sysco Corp. ........................................ 1,400 33,896 45,675 1,800 43,580 58,500
---------- ---------- ---------- ----------
165,894 199,400 63,181 91,500
---------- ---------- ---------- ----------
INSURANCE
American International Group, Inc. ................. 300 13,427 32,475 600 26,853 55,500
Chubb Corp. ........................................ 1,200 47,013 64,500 700 54,849 67,725
First Colony Corp. ................................. 2,200 51,132 55,825
---------- ---------- ---------- ----------
60,440 96,975 132,834 179,050
---------- ---------- ---------- ----------
INTERNATIONAL OIL
British Petroleum PLC. ............................. 253 28,108 35,720
Royal Dutch Petroleum Co. .......................... 250 12,405 35,281
---------- ---------- ---------- ----------
28,108 35,720 12,405 35,281
---------- ---------- ---------- ----------
</TABLE>
See Notes to Financial Statements.
29
<PAGE> 32
STATEMENTS OF INVESTMENTS IN SECURITIES BALANCED FUND
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
-------------------------------- --------------------------------
Market Market
Shares Cost Value Shares Cost Value
------ ---------- ---------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS (continued)
LIQUOR
Anheuser-Busch Co., Inc. ........................... 1,300 $ 30,246 $ 52,000 800 $ 37,901 $ 53,500
---------- ---------- ---------- ----------
MEDIA
Gannett Co. ........................................ 700 21,452 52,413 1,000 30,646 61,375
Washington Post Co., Class B........................ 150 32,752 50,269 200 43,670 56,400
---------- ---------- ---------- ----------
54,204 102,682 74,316 117,775
---------- ---------- ---------- ----------
MISCELLANEOUS CONGLOMERATES
Cognizant Corp. .................................... 700 17,609 23,100
---------- ----------
MOTOR VEHICLES
General Motors Corp. ............................... 900 37,621 47,588
----- ----------
NON-DURABLES AND ENTERTAINMENT
Cracker Barrel Old Country Store, Inc. ............. 1,700 32,673 43,137 1,700 31,009 29,325
---------- ---------- ---------- ----------
PRODUCER GOODS
General Electric Co. ............................... 200 4,893 19,775 700 17,126 50,400
Stewart & Stevenson Services, Inc. ................. 1,800 57,972 45,450
---------- ---------- ---------- ----------
4,893 19,775 75,098 95,850
---------- ---------- ---------- ----------
RETAIL
Nordstrom, Inc. .................................... 1,200 46,053 42,524
Toys R Us........................................... 1,100 27,889 32,862 1,600 39,981 34,800
---------- ---------- ---------- ----------
73,942 75,386 39,981 34,800
---------- ---------- ---------- ----------
TELEPHONE
AT&T Corp. ......................................... 1,100 39,486 47,713 700 28,304 45,325
Century Telephone Enterprises....................... 1,200 31,938 37,050 1,500 39,923 47,625
MCI Communications Corp. ........................... 2,200 41,036 71,911 2,700 50,362 70,537
---------- ---------- ---------- ----------
112,460 156,674 118,589 163,487
---------- ---------- ---------- ----------
TRUCKING AND FREIGHT
Ryder Systems, Inc. ................................ 1,900 38,489 47,025
---------- ----------
TOTAL COMMON STOCKS................................... 1,451,129 2,028,605 1,626,218 2,223,312
---------- ---------- ---------- ----------
TOTAL INVESTMENTS....................................... $3,483,709 $4,039,714 $3,835,675 $4,482,355
========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements.
30
<PAGE> 33
NBD BANK, N.A.
RETIREMENT PLAN AND TRUST FOR SELF-EMPLOYED INDIVIDUALS
NBD BANK, TRUSTEE
EQUITY FUND STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
December 31
----------------------------
1996 1995
----------- -----------
<S> <C> <C>
ASSETS:
Investments in securities at market value (cost--1996,
$9,601,447; 1995, $8,599,085).......................... $13,102,951 $11,579,362
Dividends and interest receivable....................... 27,187 23,767
----------- -----------
Total Assets........................................ 13,130,138 11,603,129
----------- -----------
LIABILITIES:
Accrued bank management charge.......................... 8,206 7,252
Accrued audit expense................................... 8,006 13,742
Due to brokers for securities purchased................. 40,193
----------- -----------
Total Liabilities................................... 16,212 61,187
----------- -----------
NET ASSETS (excluding participants' contribution held in
suspense cash account--1996, $6,558; 1995,
$6,795)--equivalent to $153.3938 per unit on 85,491.8881
units in 1996 and $129.1789 per unit on 89,348.4850 units
in 1995................................................... $13,113,926 $11,541,942
=========== ===========
</TABLE>
EQUITY FUND STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended December 31
-----------------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
FROM INVESTMENT ACTIVITIES:
Net investment income............................. $ 175,514 $ 160,891 $ 182,875 $ 169,653 $ 197,078
Net realized gain from security transactions...... 1,444,530 687,869 452,536 1,283,579 548,026
Increase (decrease) in unrealized appreciation of
investments..................................... 521,227 1,810,381 (690,354) (106,999) 163,274
----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets derived from
investment activities........................... 2,141,271 2,659,141 (54,943) 1,346,233 908,378
----------- ----------- ----------- ----------- -----------
FROM PARTICIPANTS' UNITS TRANSACTIONS:
Amounts received from participants for units
purchased....................................... 440,148 194,387 190,981 545,262 561,175
Payments to participants for units redeemed....... (1,009,435) (884,699) (934,390) (870,884) (1,390,165)
----------- ----------- ----------- ----------- -----------
Decrease in net assets derived from participants'
units transactions.............................. (569,287) (690,312) (743,409) (325,622) (828,990)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets............. 1,571,984 1,968,829 (798,352) 1,020,611 79,388
NET ASSETS (excluding participants' contributions held
in suspense cash account):
Beginning of year................................. 11,541,942 9,573,113 10,371,465 9,350,854 9,271,466
----------- ----------- ----------- ----------- -----------
End of year....................................... $13,113,926 $11,541,942 $ 9,573,113 $10,371,465 $ 9,350,854
=========== =========== =========== =========== ===========
</TABLE>
See Notes to Financial Statements.
31
<PAGE> 34
STATEMENTS OF CHANGES IN UNITS AND VALUE PER UNIT EQUITY FUND
<TABLE>
<CAPTION>
Year Ended December 31
---------------------------------------------------------------------------------------------------
1996 1995 1994 1993
------------------------- -------------------------- -------------------------- -------------
Units Amount Units Amount Units Amount Units
----------- ----------- ------------ ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets and units at
beginning of year... 89,348.4850 $11,541,942 95,637.8942 $ 9,573,113 103,051.1970 $10,371,465 106,474.7801
Units issued......... 3,079.6021 440,148 1,775.3210 194,387 1,905.7248 190,981 5,961.5019
----------- ----------- ------------ ----------- ------------ ----------- -------------
Total................ 92,428.0871 11,982,090 97,413.2152 9,767,500 104,956.9218 10,562,446 112,436.2820
Units redeemed....... 6,936.1990 (1,009,435) 8,064.7302 (884,699) 9,319.0276 (934,390) 9,385.0850
----------- ----------- ------------ ----------- ------------ ----------- -------------
Remainder............ 85,491.8881 10,972,655 89,348.4850 8,882,801 95,637.8942 9,628,056 103,051.1970
----------- ------------ ------------ -------------
Net investment
income.............. 175,514 160,891 182,875
Net realized gain on
investments......... 1,444,530 687,869 452,536
Increase (decrease)
in unrealized
appreciation of
investments......... 521,227 1,810,381 (690,354)
----------- ----------- -----------
Assets and units at
end of year......... 85,491.8881 $13,113,926 89,348.4850 $11,541,942 95,637.8942 $ 9,573,113 103,051.1970
=========== =========== ============ =========== ============ =========== =============
Net asset value per
unit at end of
year................ $ 153.3938 $ 129.1789 $ 100.0974
=========== =========== ===========
<CAPTION>
Year Ended December 31
----------------------------------------
1993 1992
----------- --------------------------
Amount Units Amount
----------- ------------ -----------
<S> <C> <C> <C>
Assets and units at
beginning of year... $ 9,350,854 116,266.0601 $ 9,271,466
Units issued......... 545,262 6,877.9186 561,175
----------- ------------ -----------
Total................ 9,896,116 123,143.9787 9,832,641
Units redeemed....... (870,884) 16,669.1986 (1,390,165)
----------- ------------ -----------
Remainder............ 9,025,232 106,474.7801 8,442,476
------------
Net investment
income.............. 169,653 197,078
Net realized gain on
investments......... 1,283,579 548,026
Increase (decrease)
in unrealized
appreciation of
investments......... (106,999) 163,274
----------- -----------
Assets and units at
end of year......... $10,371,465 106,474.7801 $ 9,350,854
=========== ============ ===========
Net asset value per
unit at end of
year................ $ 100.6438 $ 87.8222
=========== ===========
</TABLE>
STATEMENTS OF OPERATIONS EQUITY FUND
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Dividends.............................................. $ 238,553 $ 232,178 $ 254,982 $ 236,720 $ 247,939
Interest............................................... 32,151 19,745 19,414 22,500 31,617
---------- ---------- ---------- ---------- ----------
Total income............................................. 270,704 251,923 274,396 259,220 279,556
---------- ---------- ---------- ---------- ----------
Expenses:
Bank management charge................................. 93,425 79,638 75,433 74,437 71,192
Audit services......................................... 1,765 11,394 16,088 15,130 11,286
---------- ---------- ---------- ---------- ----------
Total expenses........................................... 95,190 91,032 91,521 89,567 82,478
---------- ---------- ---------- ---------- ----------
Net investment income...................................... $ 175,514 $ 160,891 $ 182,875 $ 169,653 $ 197,078
========== ========== ========== ========== ==========
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Realized gain from security transactions:
Proceeds from investments sold, matured or
redeemed......................................... $8,480,981 $5,043,115 $5,797,055 $7,321,983 $5,353,871
Cost of investments sold, matured or redeemed...... 7,036,451 4,355,246 5,344,519 6,038,404 4,805,845
---------- ---------- ---------- ---------- ----------
Net realized gain...................................... 1,444,530 687,869 452,536 1,283,579 548,026
---------- ---------- ---------- ---------- ----------
Unrealized appreciation of investments:
Beginning of year.................................. 2,980,277 1,169,896 1,860,250 1,967,249 1,803,975
End of year........................................ 3,501,504 2,980,277 1,169,896 1,860,250 1,967,249
---------- ---------- ---------- ---------- ----------
Increase (decrease) in unrealized appreciation of
investments.......................................... 521,227 1,810,381 (690,354) (106,999) 163,274
---------- ---------- ---------- ---------- ----------
Net realized and unrealized gain (loss) on investments..... $1,965,757 $2,498,250 $ (237,818) $1,176,580 $ 711,300
========== ========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements.
32
<PAGE> 35
EQUITY FUND STATEMENTS OF INVESTMENTS IN SECURITIES
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
-------------------------------------- --------------------------------------
Principal Market Principal Market
Amount Cost Value Amount Cost Value
--------- ---------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
CASH EQUIVALENTS:
Trust Demand Notes
General Electric Capital Corp............ $257,275 $ 257,275 $ 257,275 $480,115 $ 480,115 $ 480,115
---------- ----------- ---------- -----------
TOTAL CASH EQUIVALENTS....................... $ 257,275 $ 257,275 $ 480,115 $ 480,115
---------- ----------- ---------- -----------
Shares Shares
-------- --------
COMMON STOCKS:
AEROSPACE
Boeing Co................................ 3,525 $ 86,191 $ 375,412 4,525 $ 110,643 $ 354,647
---------- ----------- ---------- -----------
APPAREL
Russell Corp............................. 9,000 269,121 267,750 8,300 248,541 230,325
---------- ----------- ---------- -----------
BANKS
Bankamerica Corp......................... 3,700 296,149 369,075
Barnett Banks, Inc....................... 4,500 91,064 185,063 4,100 165,938 241,900
Fleet Financial Group, Inc............... 4,800 129,409 239,400 7,500 202,201 305,625
Norwest Corp............................. 6,700 231,328 291,450
---------- ----------- ---------- -----------
747,950 1,084,988 368,139 547,525
---------- ----------- ---------- -----------
BUSINESS MACHINES
Autodesk, Inc. (Delaware)................ 1,900 63,919 65,075
---------- -----------
BUSINESS SERVICES
Deluxe Corporation....................... 10,400 340,179 340,600 7,700 261,393 223,300
Dun & Bradstreet Corp.................... 4,500 86,722 106,875 3,600 175,062 233,100
Electronic Data Systems Corp............. 7,800 251,347 337,350
General Motors Corp. Class E............. 6,700 199,674 348,400
Interpublic Group of Companies, Inc...... 3,100 126,531 134,462
WMX Technologies, Inc.................... 7,600 189,015 247,000 7,600 189,015 226,100
---------- ----------- ---------- -----------
867,263 1,031,825 951,675 1,165,362
---------- ----------- ---------- -----------
CHEMICALS
Dow Chemical Co.......................... 3,000 170,676 210,750
Great Lakes Chemical Corp................ 3,000 168,950 140,250 4,100 230,898 295,200
Sigma Aldrich Corp....................... 5,700 223,911 355,891 4,000 131,743 198,000
---------- ----------- ---------- -----------
392,861 496,141 533,317 703,950
---------- ----------- ---------- -----------
CONSTRUCTION
Masco Corp............................... 7,500 160,963 270,000 7,500 160,963 235,313
Stanley Works............................ 4,900 187,263 252,350
York International Corp.................. 7,600 282,919 424,650 7,200 261,739 338,400
---------- ----------- ---------- -----------
443,882 694,650 609,965 826,063
---------- ----------- ---------- -----------
</TABLE>
See Notes to Financial Statements.
33
<PAGE> 36
STATEMENTS OF INVESTMENTS IN SECURITIES EQUITY FUND
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
------------------------------------- -----------------------------------
Market Market
Shares Cost Value Shares Cost Value
--------- ---------- ---------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS (continued)
CONSUMER DURABLES
Rubbermaid, Inc. ............................ 10,200 $ 259,022 $ 230,775 9,500 $242,239 $ 242,250
---------- ---------- -------- ----------
CONTAINERS
Crown Cork & Seal Co., Inc. ................. 5,950 238,906 323,531 2,900 109,314 121,075
---------- ---------- -------- ----------
DRUGS AND MEDICINE
Abbott Laboratories.......................... 5,400 124,918 274,050 5,100 109,108 212,288
Bristol-Myers Squibb Co...................... 3,500 121,721 381,500 3,500 121,721 300,562
Merck & Co., Inc............................. 3,500 86,775 229,688
Schering-Plough Corp......................... 6,200 186,805 401,450 6,300 189,818 344,925
US Healthcare, Inc........................... 6,300 194,978 292,950
---------- ---------- -------- ----------
433,444 1,057,000 702,400 1,380,413
---------- ---------- -------- ----------
ELECTRONICS
Hewlett Packard Co........................... 4,700 236,270 236,175
Lucent Technology, Inc....................... 2,700 106,954 124,875
Motorola, Inc................................ 4,400 250,123 269,500
---------- ----------
593,347 630,550
---------- ----------
ENERGY AND UTILITIES
Enron Corp................................... 6,400 245,271 276,000
Entergy Corp................................. 3,600 100,999 105,300
FPL Group, Inc............................... 7,100 335,855 326,600
MCN Corp..................................... 9,100 179,732 262,763 12,500 242,028 290,625
Pinnacle West Capital Corp................... 10,500 301,419 333,375
---------- ---------- -------- ----------
1,062,277 1,198,738 343,027 395,925
---------- ---------- -------- ----------
ENERGY RAW MATERIALS
Burlington Resources, Inc.................... 4,600 190,096 180,550
Schlumberger Ltd............................. 4,400 264,009 439,450 5,200 307,265 360,100
---------- ---------- -------- ----------
264,009 439,450 497,361 540,650
---------- ---------- -------- ----------
FOOD AND AGRICULTURE
Conagra, Inc................................. 6,200 207,674 308,450 4,100 100,680 169,125
CPC International, Inc....................... 4,300 297,743 333,250
Pepsico, Inc................................. 10,900 328,168 318,825
Sysco Corp................................... 9,100 224,857 296,888 8,700 211,327 282,750
---------- ---------- -------- ----------
1,058,442 1,257,413 312,007 451,875
---------- ---------- -------- ----------
INSURANCE
American International Group, Inc............ 1,700 75,276 184,025 3,150 139,483 291,375
Chubb Corp................................... 8,000 311,941 430,000 4,000 311,941 387,000
First Colony Corp............................ 11,500 263,788 291,812
---------- ---------- -------- ----------
387,217 614,025 715,212 970,187
---------- ---------- -------- ----------
</TABLE>
See Notes to Financial Statements.
34
<PAGE> 37
EQUITY FUND STATEMENTS OF INVESTMENTS IN SECURITIES
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
-------------------------------------- --------------------------------------
Market Market
Shares Cost Value Shares Cost Value
--------- ---------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS (continued)
INTERNATIONAL OIL
British Petroleum Plc.................... 1,513 $ 168,354 $ 213,945
Royal Dutch Petroleum Co................. 1,500 $ 75,295 $ 211,688
---------- ----------- ---------- -----------
168,354 213,945 75,295 211,688
---------- ----------- ---------- -----------
LIQUOR
Anheuser-Busch Co., Inc. ................ 8,200 194,681 328,000 4,000 189,606 267,500
---------- ----------- ---------- -----------
MEDIA
Gannett Co............................... 4,100 130,210 306,987 5,000 158,793 306,875
Washington Post Co., Class B............. 1,000 232,124 335,125 900 197,899 253,800
---------- ----------- ---------- -----------
362,334 642,112 356,692 560,675
---------- ----------- ---------- -----------
MISCELLANEOUS & CONGLOMERATES
Cognizant Corp........................... 4,300 117,994 141,900
---------- -----------
MOTOR VEHICLES
General Motors Corp...................... 4,200 166,278 222,075
---------- -----------
NON-DURABLES AND ENTERTAINMENT
Cracker Barrel Old Country Store, Inc.... 10,600 205,080 268,975 8,700 159,108 150,075
---------- ----------- ---------- -----------
PRODUCER GOODS
General Electric Co...................... 1,400 37,452 138,425 3,400 90,954 244,800
Stewart & Stevenson Services, Inc........ 9,100 291,428 229,775
---------- ----------- ---------- -----------
37,452 138,425 382,382 474,575
---------- ----------- ---------- -----------
RETAIL
Nordstrom, Inc........................... 7,700 296,406 272,865
Toys R Us................................ 7,000 177,554 209,125 7,900 197,543 171,825
---------- ----------- ---------- -----------
473,960 481,990 197,543 171,825
---------- ----------- ---------- -----------
TELEPHONE
AT&T Corp................................ 6,500 231,673 281,937 3,400 137,644 220,150
Century Telephone Enterprises............ 7,800 210,282 240,825 7,300 194,332 231,775
MCI Communications Corp.................. 12,400 238,430 405,319 13,200 253,813 344,850
---------- ----------- ---------- -----------
680,385 928,081 585,789 796,775
---------- ----------- ---------- -----------
TRUCKING AND FREIGHT
Ryder Systems, Inc....................... 10,050 198,518 248,737
---------- -----------
TOTAL COMMON STOCKS........................ 9,344,172 12,845,676 8,118,970 11,099,247
---------- ----------- ---------- -----------
TOTAL INVESTMENTS............................ $9,601,447 $13,102,951 $8,599,085 $11,579,362
========== =========== ========== ===========
</TABLE>
See Notes to Financial Statements.
35
<PAGE> 38
NBD BANK, N.A.
RETIREMENT PLAN AND TRUST FOR SELF-EMPLOYED INDIVIDUALS
NBD BANK, TRUSTEE
SHORT-TERM INVESTMENT FUND STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
December 31
--------------------
1996 1995
-------- --------
<S> <C> <C>
ASSETS:
Investments in securities at amortized cost (cost-1996,
$789,551; 1995, $864,397).............................. $791,792 $865,969
Interest receivable..................................... 1,558 2,180
-------- --------
Total Assets 793,350 868,149
-------- --------
LIABILITIES:
Accrued bank management charge.......................... 496 543
Accrued audit expense................................... 8,009 5,987
-------- --------
Total Liabilities................................... 8,505 6,530
-------- --------
NET ASSETS--equivalent to $244.1684 per unit on 3,214.3587
units in 1996 and
$235.5472 per unit on 3,657.9462 units in 1995............ $784,845 $861,619
======== ========
</TABLE>
SHORT-TERM INVESTMENT FUND STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
FROM INVESTMENT ACTIVITIES:
Net investment income................................ $ 28,807 $ 44,296 $ 41,411 $ 40,307 $ 107,922
---------- ---------- ---------- ----------- -----------
Increase in net assets derived from investment
activities......................................... 28,807 44,296 41,411 40,307 107,922
---------- ---------- ---------- ----------- -----------
FROM PARTICIPANTS' UNITS TRANSACTIONS:
Amounts received from participants for units
purchased.......................................... 53,582 4,696 1,727 57,244 105,436
Payments to participants for units redeemed.......... (159,163) (253,306) (404,560) (1,283,607) (2,108,252)
---------- ---------- ---------- ----------- -----------
Decrease in net assets derived from participants'
units transactions................................. (105,581) (248,610) (402,833) (1,226,363) (2,002,816)
---------- ---------- ---------- ----------- -----------
Net decrease in assets............................... (76,774) (204,314) (361,422) (1,186,056) (1,894,894)
NET ASSETS :
Beginning of year.................................... 861,619 1,065,933 1,427,355 2,613,411 4,508,305
---------- ---------- ---------- ----------- -----------
End of year.......................................... $ 784,845 $ 861,619 $1,065,933 $ 1,427,355 $ 2,613,411
========== ========== ========== =========== ===========
</TABLE>
See Notes to Financial Statements.
36
<PAGE> 39
STATEMENTS OF CHANGES IN UNITS AND VALUE PER UNIT SHORT-TERM INVESTMENT FUND
<TABLE>
<CAPTION>
Year Ended December 31
-----------------------------------------------------------------------------------------
1996 1995 1994 1993
---------------------- ----------------------- ------------------------ -----------
Units Amount Units Amount Units Amount Units
---------- --------- ---------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets and units at
beginning of period........ 3,657.9462 $ 861,619 4,735.5258 $1,065,933 6,551.3811 $1,427,355 12,281.8664
Units Issued................ 222.1038 53,582 20.5640 4,696 7.8759 1,727 267.1491
---------- --------- ---------- ---------- ----------- ---------- -----------
Total....................... 3,880.0500 915,201 4,756.0898 1,070,629 6,559.2570 1,429,082 12,549.0155
Units redeemed.............. 665.6913 159,163 1,098.1436 253,306 1,823.7312 404,560 5,997.6344
---------- --------- ---------- ---------- ----------- ---------- -----------
Remainder................... 3,214.3587 756,038 3,657.9462 817,323 4,735.5258 1,024,522 6,551.3811
---------- ---------- ----------- -----------
Net investment income....... 28,807 44,296 41,411
--------- ---------- ----------
Assets and units at end of
period..................... 3,214.3587 $ 784,845 3,657.9462 $ 861,619 4,735.5258 $1,065,933 6,551.3811
========== ========= ========== ========== =========== ========== ===========
Net asset value per unit at
end of period.............. $244.1684 $ 235.5472 $ 225.0928
========= ========== ==========
<CAPTION>
Year Ended December 31
-------------------------------------
1993 1992
---------- ------------------------
Amount Units Amount
---------- ----------- ----------
<S> <C> <C> <C>
Assets and units at
beginning of period........ $2,613,411 21,812.2961 $4,508,305
Units Issued................ 57,244 508.6024 105,436
---------- ----------- ----------
Total....................... 2,670,655 22,320.8985 4,613,741
Units redeemed.............. 1,283,607 10,039.0321 2,108,252
---------- ----------- ----------
Remainder................... 1,387,048 12,281.8664 2,505,489
-----------
Net investment income....... 40,307 107,922
---------- ----------
Assets and units at end of
period..................... $1,427,355 12,281.8664 $2,613,411
========== =========== ==========
Net asset value per unit at
end of period.............. $ 217.8709 $ 212.7861
========== ==========
</TABLE>
STATEMENTS OF OPERATIONS SHORT-TERM INVESTMENT FUND
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------------------------
1996 1995 1994 1993 1992
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Interest............................................ $44,392 $59,055 $55,588 $55,640 $140,751
------- ------- ------- ------- --------
Total Income............................................ 44,392 59,055 55,588 55,640 140,751
------- ------- ------- ------- --------
Expenses:
Bank Management Charge.............................. 6,063 7,352 9,673 12,959 26,794
Audit Services...................................... 9,522 7,407 4,504 2,374 6,035
------- ------- ------- ------- --------
Total Expenses.......................................... 15,585 14,759 14,177 15,333 32,829
------- ------- ------- ------- --------
Net Investment Income....................................... $28,807 $44,296 $41,411 $40,307 $107,922
======= ======= ======= ======= ========
</TABLE>
See Notes to Financial Statements.
37
<PAGE> 40
SHORT-TERM INVESTMENT FUND STATEMENTS OF INVESTMENTS IN SECURITIES
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
---------------------------------- ----------------------------------
Principal Amortized Principal Amortized
Amount Cost Cost Amount Cost Cost
--------- -------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
CASH EQUIVALENTS:
Trust Demand Notes
Allstate Life Insurance Co....................... $50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
American General Finance......................... 42,771 42,771 42,771 50,000 50,000 50,000
Commonwealth Life Insurance Co................... 50,000 50,000 50,000 50,000 50,000 50,000
General Electric Capital Corp.................... 130 130 130
Paccar Leasing Corp.............................. 50,000 50,000 50,000 50,000 50,000 50,000
Pacific Mutual Life Insurance Co................. 50,000 50,000 50,000 50,000 50,000 50,000
Peoples Security Life Insurance Co............... 50,000 50,000 50,000 50,000 50,000 50,000
Pitney Bowes Credit Corp......................... 19,803 19,803 19,803
Protective Life Insurance Co..................... 50,000 50,000 50,000 50,000 50,000 50,000
Sun Life Insurance Co. of America................ 50,000 50,000 50,000
-------- -------- -------- --------
Total Trust Demand Notes........................... 342,901 342,901 419,803 419,803
-------- -------- -------- --------
Certificates of Deposit
First Union National Bank of N.C................. 50,000 50,000 50,000
Seattle First National Bank...................... 50,000 50,000 50,000
-------- --------
Total Certificates of Deposit...................... 100,000 100,000
-------- --------
COMMERCIAL PAPER:
Air Products & Chemicals, Inc.................... 50,000 48,860 48,959
Allomon Funding Corp............................. 50,000 49,370 49,882
Banc One Funding Corp............................ 50,000 49,547 49,896
Bausch & Lomb, Inc............................... 50,000 49,771 49,944
Deere John Capital Corp.......................... 50,000 48,700 48,780
Echlin, Inc...................................... 100,000 98,631 99,729
Eureka Securitization, Inc....................... 50,000 49,515 49,784
Fleet Funding Corp............................... 50,000 49,627 49,779
Ford Motor Credit Co............................. 50,000 49,316 49,354
Galleon Capital Corp............................. 50,000 49,770 49,873
Lincoln National Corp............................ 50,000 49,316 49,400
Monte Rosa Capital Corp.......................... 50,000 49,781 49,947
Premium Funding, Inc............................. 50,000 49,870 49,908
Providian Corp................................... 50,000 49,616 49,941
Triple A One Funding Corp........................ 50,000 49,554 49,881
-------- -------- -------- --------
TOTAL COMMERCIAL PAPER............................. 446,650 448,891 344,594 346,166
-------- -------- -------- --------
TOTAL INVESTMENTS.................................... $789,551 $791,792 $864,397 $865,969
======== ======== ======== ========
</TABLE>
38
<PAGE> 41
NOTES TO FINANCIAL STATEMENTS
(1) SIGNIFICANT ACCOUNTING POLICIES
The Balanced Fund, Equity Fund and Short-Term Investment Fund of the NBD
Bank, N.A. Retirement Plan & Trust for Self-Employed Individuals (the Funds) are
managed in accordance with the Plan and Declaration of Trust which established
the Funds. The financial statements of the Funds are presented in accordance
with generally accepted accounting principles which requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
(2) SECURITY VALUATION
Investments in securities traded on a nationally recognized exchange are
valued at the last reported sales price on the valuation date, if any; otherwise
they are valued at the mean between the closing bid and ask prices or the
closing bid price. Nonmarketable securities are valued by the Trustee on the
basis of the prices at which similar debt securities of substantially similar
quality are being traded.
Investment securities for the Short-Term Investment Fund are stated at
amortized cost which approximates market.
(3) FEDERAL INCOME TAXES
The Retirement Plan & Trust for Self-Employed Individuals is a tax-exempt
trust under Sections 401 and 501 of the Internal Revenue Code of 1986, as
amended, based on the opinion of counsel and letters from the Employee Plans
Qualifications Branch of the Internal Revenue Service.
(4) SECURITIES TRANSACTIONS
Interest income is recorded on an accrual basis when earned. Dividend
income is recorded on the ex-dividend date. Changes in market values of
securities are reflected as increases or decreases in the net assets of the
Funds. Premiums and discounts on securities purchased by the Short-Term
Investment Fund are amortized/accreted, on a method which approximates the
effective yield basis, from the date of acquisition to maturity. Premiums and
discounts are not amortized/accreted in the Balanced Fund at the election of the
Trustees. Realized gains and losses on securities sold are determined on the
average cost method. Investment security purchases and sales are accounted for
on a trade date basis.
(5) UNIT ISSUES, REDEMPTIONS AND DISTRIBUTIONS
The net asset values per unit of the Funds are determined as of the last
business day of each month. Unit issues and redemptions are transacted only as
of the valuation date and at such month-end net asset value per unit. Net
investment income is reinvested and reflected in the month-end net asset values
per unit.
(6) EXPENSES
The Trustee may charge the Funds for all reasonable expenses incurred in
the administration of the Funds. The management charge is based upon 1/16 of 1
percent of the market value of the funds as of each monthly valuation date.
Certain trust expenses shall be borne by the Trustee.
39
<PAGE> 42
PART II
UNDERTAKINGS
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-1
<PAGE> 43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Trustee has
duly caused this Post-Effective Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Detroit, and State of Michigan, on the 26th day of March, 1997.
NBD BANK, Trustee under NBD Bank,
N.A. Retirement Plan and Trust for
Self-Employed Individuals
By MARY JO GRASSNIG
-------------------------------
Mary Jo Grassnig
Vice President
II-2
<PAGE> 44
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<C> <S> <C>
23(a) Consent of Independent Public Accountants
23(b) Independent Auditors' Consent
</TABLE>
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
BOARD OF DIRECTORS
NBD BANK
As independent public accountants, we hereby consent to the use of our report
dated March 14, 1997 (and to all references to our Firm) included in or made a
part of this Post-Effective Amendment No. 30 to Registration Statement No.
2-33339 of NBD Bank.
ARTHUR ANDERSEN LLP
Detroit, Michigan
March 27, 1997
<PAGE> 1
EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
BOARD OF DIRECTORS
NBD BANK
We consent to the use in this Post-Effective Amendment No. 30 to Registration
Statement No. 2-33339 on Form S-1 of NBD Bank of our report dated March 9, 1995
appearing in the Prospectus, which is a part of such Registration Statement.
DELOITTE & TOUCHE LLP
Detroit, Michigan
March 27, 1997
