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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
-----------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
-------------- -----------------------
Commission file number 0-12640
--------------------------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
KAYDON CORPORATION EMPLOYEE STOCK
OWNERSHIP AND THRIFT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
KAYDON CORPORATION
ARBOR SHORELINE OFFICE PARK
19345 U.S. 19 NORTH
CLEARWATER, FL 34624
<PAGE> 2
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
The following documents are attached hereto as exhibits:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants A
Statement of Net Assets Available for Plan Benefits as of
December 31, 1994 1
Statement of Net Assets Available for Plan Benefits as of
December 31, 1993 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1994 3
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1993 4
Notes to Financial Statements 5-8
Schedule I - Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1994 9
Schedule II - Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1994 10
Consent of Independent Public Accountants 11
</TABLE>
In accordance with the instruction to this Form 11-K, "plans subject to the
Employee Retirement Income Security Act of 1974 ("ERISA") may file plan
financial statements and schedules prepared in accordance with the financial
reporting requirements of ERISA." As the Plan is subject to the filing
requirements of ERISA, the aforementioned financial statements and schedules of
the Plan have been prepared in accordance with such requirements.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Administrative Committee of this plan have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Kaydon Corporation Employee Stock
Ownership and Thrift Plan
Date: June 22, 1995
By: The Plan Administrative Committee
---------------------------------
By: Lawrence J. Cawley
---------------------------------
Lawrence J. Cawley
Chairman and Chief Executive Officer
Plan Administrative Committee Chairman
<PAGE> 4
Report of Independent Public Accountants
To the Administrative Committee of
the Kaydon Corporation Employee
Stock Ownership and Thrift Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the KAYDON CORPORATION EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN as
of December 31, 1994 and 1993, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of
December 31, 1994 and 1993, and the changes in net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Grand Rapids, Michigan,
May 5, 1995
(A)
<PAGE> 5
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Intermediate
Small Income Government
Common Capital Equity Bond Obligations
Stock Fund Fund Fund Fund Fund
---------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 71,276 $ - $ - $ - $ -
---------- ---------- ---------- -------- --------
Investments:
Kaydon Corporation common stock 9,805,207 - - - -
Mutual funds - 2,159,136 1,883,271 827,652 497,811
Common collective funds - - - - -
---------- ---------- ---------- -------- --------
Total Investments 9,805,207 2,159,136 1,883,271 827,652 497,811
---------- ---------- ---------- -------- --------
Total Assets 9,876,483 2,159,136 1,883,271 827,652 497,811
LIABILITIES:
Accrued administrative expenses (4,596) (413) (1,309) (157) (475)
---------- ---------- ---------- -------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $9,871,887 $2,158,723 $1,881,962 $827,495 $497,336
========== ========== ========== ======== ========
<CAPTION>
Prime Income
Obligations Balanced Advantage
Fund Fund Fund Total
----------- -------- --------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash $ - $ - $ - $ 71,276
---------- -------- -------- -----------
Investments:
Kaydon Corporation common stock - - - 9,805,207
Mutual funds 1,314,847 279,729 - 6,962,446
Common collective funds - - 359,505 359,505
---------- -------- -------- -----------
Total Investments 1,314,847 279,729 359,505 17,127,158
---------- -------- -------- -----------
Total Assets 1,314,847 279,729 359,505 17,198,434
LIABILITIES:
Accrued administrative expenses (1,818) (433) (300) (9,501)
---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $1,313,029 $279,296 $359,205 $17,188,933
========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
-1-
<PAGE> 6
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Intermediate
Small Income Government
Common Capital Equity Bond Obligations
Stock Fund Fund Fund Fund Fund
---------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 28,412 $ - $ - $ - $ -
---------- ---------- ---------- -------- --------
Investments:
Kaydon Corporation common stock 8,416,152 - - - -
Mutual funds - 1,526,215 2,083,679 785,875 996,941
---------- ---------- ---------- -------- --------
Total Investments 8,416,152 1,526,215 2,083,679 785,875 996,941
---------- ---------- ---------- -------- --------
Total Assets 8,444,564 1,526,215 2,083,679 785,875 996,941
LIABILITIES:
Accrued administrative expenses (4,338) (520) (671) (325) (298)
---------- ---------- ---------- -------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $8,440,226 $1,525,695 $2,083,008 $785,550 $996,643
========== ========== ========== ======== ========
<CAPTION>
Prime
Obligations
Fund Total
----------- -----------
<S> <C> <C>
ASSETS:
Cash $ - $ 28,412
---------- -----------
Investments:
Kaydon Corporation common stock - 8,416,152
Mutual funds 1,336,149 6,728,859
---------- -----------
Total Investments 1,336,149 15,145,011
---------- -----------
Total Assets 1,336,149 15,173,423
LIABILITIES:
Accrued administrative expenses (726) (6,878)
---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $1,335,423 $15,166,545
========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
-2-
<PAGE> 7
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Intermediate
Small Income Government
Common Capital Equity Bond Obligations
Stock Fund Fund Fund Fund Fund
---------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C>
Employee contributions $ 510,603 $ 339,120 $ 377,563 $132,723 $ 62,396
---------- ---------- ---------- -------- ---------
Investment income (loss):
Interest and dividends 163,969 181,954 57,927 49,468 33,029
Net appreciation (depreciation)
in current value of investments 1,312,328 (44,016) (238,785) (79,140) (47,557)
---------- ---------- ---------- -------- ---------
1,476,297 137,938 (180,858) (29,672) (14,528)
---------- ---------- ---------- -------- ---------
Total plan additions 1,986,900 477,058 196,705 103,051 47,868
Benefit payments (535,118) (68,749) (143,633) (90,020) (39,588)
Administrative expenses (20,921) (1,831) (5,126) (1,204) (2,117)
Fund transfers 800 226,550 (248,992) 30,118 (505,470)
---------- ---------- ---------- -------- ---------
Net change in net assets
available for plan 1,431,661 633,028 (201,046) 41,945 (499,307)
benefits
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 8,440,226 1,525,695 2,083,008 785,550 996,643
---------- ---------- ---------- -------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $9,871,887 $2,158,723 $1,881,962 $827,495 $ 497,336
========== ========== ========== ======== =========
<CAPTION>
Prime Income
Obligations Balanced Advantage
Fund Fund Fund Total
----------- -------- --------- -----------
<S> <C> <C> <C> <C>
Employee contributions $ 137,245 $ 79,167 $ 26,177 $ 1,664,994
---------- -------- -------- -----------
Investment income (loss):
Interest and dividends 44,936 10,245 5,711 547,239
Net appreciation (depreciation)
in current value of investments - (14,500) - 888,330
---------- -------- -------- -----------
44,936 (4,255) 5,711 1,435,569
---------- -------- -------- -----------
Total plan additions 182,181 74,912 31,888 3,100,563
Benefit payments (149,443) (7,001) (4,500) (1,038,052)
Administrative expenses (6,520) (1,594) (810) (40,123)
Fund transfers (48,612) 212,979 332,627 -
---------- -------- -------- -----------
Net change in net assets
available for plan (22,394) 279,296 359,205 2,022,388
benefits
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,335,423 - - 15,166,545
---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $1,313,029 $279,296 $359,205 $17,188,933
========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
-3-
<PAGE> 8
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Intermediate
Small Income Government
Common Capital Equity Bond Obligations
Stock Fund Fund Fund Fund Fund
----------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C>
Employee contributions $ 569,568 $ 218,422 $ 321,099 $136,449 $134,449
----------- ---------- ---------- -------- --------
Investment income (loss):
Interest and dividends 162,334 62,598 141,485 86,538 93,334
Net appreciation (depreciation)
in current value of investments (976,682) 216,705 77,150 (23,123) (28,003)
----------- ---------- ---------- -------- --------
(814,348) 279,303 218,635 63,415 65,331
----------- ---------- ---------- -------- --------
Total plan additions (244,780) 497,725 539,734 199,864 199,780
Benefit payments (1,020,400) (79,939) (257,037) (89,507) (158,170)
Administrative expenses (19,266) (985) (1,490) (1,009) (985)
Fund transfers (886,675) 319,251 520,948 57,114 224,048
----------- ---------- ---------- -------- --------
Net change in net assets
available for plan
benefits (2,171,121) 736,052 802,155 166,462 264,673
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 10,611,347 789,643 1,280,853 619,088 731,970
----------- ---------- ---------- -------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $ 8,440,226 $1,525,695 $2,083,008 $785,550 $996,643
=========== ========== ========== ======== ========
<CAPTION>
Prime
Obligations
Fund Total
----------- -----------
<S> <C> <C>
Employee contributions $ 157,698 $ 1,537,685
---------- -----------
Investment income (loss):
Interest and dividends 43,285 589,574
Net appreciation (depreciation)
in current value of investments - (733,953)
---------- -----------
43,285 (144,379)
---------- -----------
Total plan additions 200,983 1,393,306
Benefit payments (342,723) (1,947,776)
Administrative expenses (3,801) (27,536)
Fund transfers (234,686) -
---------- -----------
Net change in net assets
available for plan
benefits (380,227) (582,006)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,715,650 15,748,551
---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $1,335,423 $15,166,545
========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
-4-
<PAGE> 9
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The financial statements of the Kaydon Corporation Employee Stock
Ownership and Thrift Plan (the "Plan") are presented on the
accrual basis of accounting. The Plan is subject to the
applicable provisions of the Employee Retirement Income Security
Act of 1974, as amended. Investments are stated at current value,
which is the quoted market price, except for guaranteed investment
contracts included in the Income Advantage Fund which are reported
at contract value. Purchases and sales of investments are
recorded on a trade-date basis.
In accordance with the policy of stating investments at current
market value, net realized and unrealized appreciation and
depreciation is reflected in the statements of changes in net
assets available for plan benefits.
(2) DESCRIPTION OF THE PLAN
The following description of the major provisions of the Plan, a
defined contribution plan, is provided for general information
purposes only. Reference should be made to the Plan document, as
amended, for more complete information.
Eligibility requirements - All employees of Kaydon Corporation and
subsidiaries (the "Company" or "Employer"), excluding employees of
its Electro-Tec Corporation and foreign subsidiaries, who are 21
years of age and have completed at least 500 hours of service
during a six-month period are eligible on the January 1st, April
1st, July 1st, and October 1st coincident with or immediately
following such six-month period.
Contributions - Participants may authorize the Employer to make
salary deferral contributions on their behalf of not less than 1%
nor more than 15% of their compensation, not to exceed the
limitations established by the Internal Revenue Code (the "Code").
In addition, the Employer may contribute to the Plan for each plan
year an amount approved by the Board of Directors. There were no
discretionary employer contributions in 1994 or 1993.
-5-
<PAGE> 10
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF THE PLAN, continued
Vesting - Participants have a nonforfeitable right to their
contributions and any earnings thereon. Discretionary employer
contributions vest over a seven year period in annual increments
ranging from ten to twenty percent.
A participant who terminates employment due to death, disability or
normal retirement shall be 100% vested in their entire
discretionary employer contributions.
Forfeitures - A participant forfeits the unvested portion of their
discretionary employer contributions upon five consecutive breaks
in service (a single break in service defined as a plan year
during which a participant fails to complete 500 hours of
service). Forfeited amounts are applied to reduce employer
discretionary contributions.
Investment of participant accounts - The participant may direct the
investment of their account balances in eight investment options.
All but the Common Stock and Income Advantage Funds are part of
the Parkstone mutual funds. The Common Stock Fund invests in
Kaydon Corporation Common Stock. The Small Capital Fund invests
primarily in a diversified portfolio of common stocks and
securities convertible into common stocks of small and medium
sized companies. The Income Equity Fund invests primarily in
stocks and securities convertible into common stock of all size
companies. The Bond Fund invests in a portfolio of medium and
high-grade debt securities with fixed maturity dates and interest
rates. The Intermediate Government Obligations Fund invests
primarily in U.S. Government securities with remaining maturities
of twelve years or less. The Prime Obligations Fund invests
primarily in short-term obligations issued by the U.S.
Government, high quality money market instruments and corporate
promissory notes. The Balanced Fund invests in common stocks of
U.S. companies with market capitalization of $1 billion and
greater, bonds of U.S. government agencies, mortgage-related bonds
and corporate bonds. The Income Advantage Fund invests primarily
in guaranteed investment contracts, corporate investment contracts
and commercial paper.
-6-
<PAGE> 11
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF THE PLAN, continued
Allocation of investment income/loss - Each participant's account is
adjusted for investment income or loss. Such adjustment will
occur on each valuation date, as defined in the Plan, and will be
allocated to each participant's account in proportion to the ratio
that the value of each participant's account bears to the total
value of the accounts of all participants within the respective
fund as of the previous valuation date.
Payment of benefits - Benefits are paid in the form of a lump-sum
payment via distribution of the Company's common stock, cash or a
combination thereof, as directed by the participant for those
participants who have investments in the common stock fund.
Benefits for participants in other funds are paid in cash. The
payment date generally will not be later than the 60th day
following the end of the plan year in which the participant
attains age 65, retires, terminates or dies, as applicable.
Administrative expenses - Although not required to do so, the
Employer paid certain administrative expenses of the Plan during
1994 and 1993. The remaining expenses were paid for out of Plan
assets by First of America Bank Corporation (the "Trustee").
Voting rights - Each participant is entitled to exercise voting
rights attributable to the Kaydon Corporation common shares
allocated to his or her account and is notified by the Trustee
prior to the time that such rights are to be exercised. The
Trustee is not permitted to vote any share for which instructions
have not been given by a participant.
Plan termination - The Employer has the right under the provisions of
the Plan to terminate the Plan, although it has not expressed an
intent to do so. In the event of the termination of the Plan or a
complete discontinuance of contributions to the Plan, each
participant shall have a nonforfeitable interest in the entire
amount credited to his separate account in the trust fund; and,
after providing for the payment of all debts and administrative
expenses, the amounts standing to such participants' credit shall
be distributed to such participants in accordance with the Plan
and the Code.
-7-
<PAGE> 12
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(3) TRUST FUND
A trust fund is maintained by the Trustee for all purposes of the
Plan, and the moneys and other assets thereof are held,
administered, invested and distributed in accordance with its
terms, as it may be amended from time to time, for the exclusive
benefit of the participants and their beneficiaries.
(4) TAX STATUS
The Plan has received a favorable determination letter from the
Internal Revenue Service (the "IRS"), dated April 9, 1990,
indicating that the Plan, as stated, qualifies for tax-exempt
status. During 1994, the Company restated the Plan to meet the
requirements of the Tax Reform Act of 1986 and filed for a
favorable determination letter incorporating amendments made
subsequent to April 9, 1990.
The Plan administrator and the Plan's legal counsel believe that the
Plan and underlying trust are designed and operated in compliance
with the applicable requirements of the Code; therefore, the trust
earnings of the Plan are exempt from Federal income taxes.
-8-
<PAGE> 13
SCHEDULE I
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
EIN: 13-3186040
PLAN NUMBER: 002
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Current
Identity of Issuer Description of Investment Cost Value
------------------ ------------------------- ----------- -----------
<S> <C> <C> <C>
*Kaydon Corporation Common Stock, 408,550 shares $ 5,304,286 $ 9,805,207
Mutual Funds:
*First of America Parkstone Small Capital Fund, 1,922,288 2,159,136
Investment 95,664 units
Corporation
*First of America Parkstone Income Equity Fund, 1,986,974 1,883,271
Investment 143,323 units
Corporation
*First of America Parkstone Bond Fund, 923,695 827,652
Investment 91,859 units
Corporation
*First of America Parkstone Intermediate 547,464 497,811
Investment Government Obligations Fund,
Corporation 53,071 units
*First of America Parkstone Prime Obligations Fund, 1,314,847 1,314,847
Investment 1,314,848 units
Corporation
*First of America Parkstone Balanced Fund, 292,081 279,729
Investment 25,523 units
Corporation
Common Collective
Funds:
Lasalle National Income Advantage Fund, 359,505 359,505
Trust 359,505 units
----------- -----------
$12,651,140 $17,127,158
=========== ===========
</TABLE>
* Represents a party-in-interest
-9-
<PAGE> 14
SCHEDULE II
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
EIN: 13-3186040
PLAN NUMBER: 002
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Purchases Sales or Maturities
--------------------------- ------------------------------------------------------------
Identity of Issuer and Number of Purchase Number of Cost of
Description of Investment Transactions Price Transactions Proceeds Asset Net Gain (Loss)
------------------------- ------------ ---------- ------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
*Kaydon Corporation:
Common Stock 95 $1,448,678 83 $1,344,581 $910,712 $433,869
*First of America
Investment Corporation:
Parkstone Small Capital Fund 104 1,088,699 41 411,762 362,280 49,482
Parkstone Income Equity Fund 100 707,289 61 669,408 671,397 (1,989)
Parkstone Bond Fund 86 511,913 59 391,138 411,554 (20,416)
Parkstone Prime Obligations
Fund 81 420,824 70 442,125 442,125 -
</TABLE>
* Represents a party-in-interest
-10-
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Kaydon Corporation:
As independent public accountants, we hereby consent to the
incorporation of our report dated May 5, 1995, included in this Form 11-K,
into the Company's previously filed S-8 Registration Statement Numbers
2-89399, 2-92778, 33-48762, 33-61646 and 33-61648.
/s/ Arthur Andersen LLP
- ---------------------------
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan
June 22, 1995
-11-
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