<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
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT 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
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT 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 10
for the Year Ended December 31, 1994
Consent of Independent Public Accountants 11
</TABLE>
In accordance with the instructions 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.
Electro-Tec Corporation Employee
Retirement Benefit 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
Electro-Tec Corporation Employee Retirement Benefit Plan:
We have audited the accompanying statements of net assets available for plan
benefits of ELECTRO-TEC CORPORATION EMPLOYEE RETIREMENT BENEFIT 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 benefits of the Plan 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's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statement of net assets available for plan benefits and the statement 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
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT 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 $ 8,763 $ - $ - $ - $ -
-------- -------- -------- -------- --------
Investments:
Mutual funds - 728,634 792,580 468,567 290,976
Kaydon Corporation common stock 202,001 - - - -
Common collective funds - - - - -
-------- -------- -------- -------- --------
Total Investments 202,001 728,634 792,580 468,567 290,976
-------- -------- -------- -------- --------
Total Assets 210,764 728,634 792,580 468,567 290,976
LIABILITIES:
Accrued administrative expenses (87) (27) (238) (11) (149)
-------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $210,677 $728,607 $792,342 $468,556 $290,827
======== ======== ======== ======== ========
<CAPTION>
Prime Income
Obligations Balanced Advantage
Fund Fund Fund Total
----------- ---------- --------- ----------
<S> <C> <C> <C> <C>
ASSETS:
Cash $ - $ - $ - $ 8,763
---------- -------- -------- ----------
Investments:
Mutual funds 1,326,162 226,958 - 3,833,877
Kaydon Corporation common stock - - - 202,001
Common collective funds - - 947,257 947,257
---------- -------- -------- ----------
Total Investments 1,326,162 226,958 947,257 4,983,135
---------- -------- -------- ----------
Total Assets 1,326,162 226,958 947,257 4,991,898
LIABILITIES:
Accrued administrative expenses (834) (55) (477) (1,878)
---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,325,328 $226,903 $946,780 $4,990,020
========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-1-
<PAGE> 6
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT 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 $ 1,803 $ - $ - $ - $ -
-------- -------- -------- -------- ----------
Investments:
Mutual funds - 538,838 736,257 758,531 1,041,618
Kaydon Corporation common stock 123,282 - - - -
-------- -------- -------- -------- ----------
Total Investments 123,282 538,838 736,257 758,531 1,041,618
-------- -------- -------- -------- ----------
Total Assets 125,085 538,838 736,257 758,531 1,041,618
LIABILITIES:
Accrued administrative expenses (89) (240) (294) (244) (285)
-------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $124,996 $538,598 $735,963 $758,287 $1,041,333
======== ======== ======== ======== ==========
<CAPTION>
Prime
Obligations
Fund Total
----------- ----------
<S> <C> <C>
ASSETS:
Cash $ - $ 1,803
---------- ----------
Investments:
Mutual funds 1,856,469 4,931,713
Kaydon Corporation common stock - 123,282
---------- ----------
Total Investments 1,856,469 5,054,995
---------- ----------
Total Assets 1,856,469 5,056,798
LIABILITIES:
Accrued administrative expenses (1,092) (2,244)
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,855,377 $5,054,554
========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-2-
<PAGE> 7
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT 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>
Contributions:
Employer $ 17,694 $ 34,264 $ 37,964 $ 23,598 $ 16,695
Participants 26,170 58,846 65,974 34,104 26,016
-------- -------- -------- --------- ----------
43,864 93,110 103,938 57,702 42,711
-------- -------- -------- --------- ----------
Investment income (loss):
Interest and dividends 3,055 63,096 23,516 38,759 28,380
Net appreciation (depreciation)
in current value of investments 21,385 (19,989) (95,189) (64,575) (43,858)
-------- -------- -------- --------- ----------
24,440 43,107 (71,673) (25,816) (15,478)
-------- -------- -------- --------- ----------
Total plan additions 68,304 136,217 32,265 31,886 27,233
Benefit payments (8,105) (62,436) (42,371) (121,620) (174,878)
Administrative expenses (318) (316) (1,087) (385) (821)
Fund transfers 25,800 116,544 67,572 (199,612) (602,040)
-------- -------- -------- --------- ----------
Net change in net assets
available for plan benefits 85,681 190,009 56,379 (289,731) (750,506)
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 124,996 538,598 735,963 758,287 1,041,333
-------- -------- -------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $210,677 $728,607 $792,342 $ 468,556 $ 290,827
======== ======== ======== ========= ==========
<CAPTION>
Prime Income
Obligations Balanced Advantage
Fund Fund Fund Total
----------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Contributions:
Employer $ 16,960 $ 6,873 $ 22,905 $ 176,953
Participants 53,833 10,345 42,295 317,583
---------- -------- -------- ----------
70,793 17,218 65,200 494,536
---------- -------- -------- ----------
Investment income (loss):
Interest and dividends 48,221 8,706 31,980 245,713
Net appreciation (depreciation)
in current value of investments - (9,776) - (212,002)
---------- -------- -------- ----------
48,221 (1,070) 31,980 33,711
---------- -------- -------- ----------
Total plan additions 119,014 16,148 97,180 528,247
Benefit payments (126,518) (2,565) (46,253) (584,746)
Administrative expenses (3,114) (270) (1,724) (8,035)
Fund transfers (519,431) 213,590 897,577 -
---------- -------- -------- ----------
Net change in net assets
available for plan benefits (530,049) 226,903 946,780 (64,534)
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 1,855,377 - - 5,054,554
---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $1,325,328 $226,903 $946,780 $4,990,020
========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-3-
<PAGE> 8
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT 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>
Contributions:
Employer $ 13,510 $ 29,300 $ 38,424 $ 31,182 $ 43,147
Participants 21,969 46,851 57,811 44,859 61,404
-------- -------- -------- -------- ----------
35,479 76,151 96,235 76,041 104,551
-------- -------- -------- -------- ----------
Investment income:
Interest and dividends 1,857 22,119 50,901 86,138 99,076
Net appreciation (depreciation)
in current value of investments (19,455) 80,836 33,392 (19,730) (26,043)
-------- -------- -------- -------- ----------
(17,598) 102,955 84,293 66,408 73,033
-------- -------- -------- -------- ----------
Total plan additions 17,881 179,106 180,528 142,449 177,584
Benefit payments (590) (31,417) (69,074) (45,497) (57,933)
Administrative expenses (193) (324) (178) 97 466
Fund transfers (2,310) 81,080 27,428 (16,728) (86,143)
-------- -------- -------- -------- ----------
Net change in net assets
available for plan benefits 14,788 228,445 138,704 80,321 33,974
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 110,208 310,153 597,259 677,966 1,007,359
-------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $124,996 $538,598 $735,963 $758,287 $1,041,333
======== ======== ======== ======== ==========
<CAPTION>
Prime
Obligations
Fund Total
----------- ----------
<S> <C> <C>
Contributions:
Employer $ 53,828 $ 209,391
Participants 77,624 310,518
---------- ----------
131,452 519,909
---------- ----------
Investment income:
Interest and dividends 47,920 308,011
Net appreciation (depreciation)
in current value of investments - 49,000
---------- ----------
47,920 357,011
---------- ----------
Total plan additions 179,372 876,920
Benefit payments (101,724) (306,235)
Administrative expenses (1,501) (1,633)
Fund transfers (3,327) -
---------- ----------
Net change in net assets
available for plan benefits 72,820 569,052
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 1,782,557 4,485,502
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $1,855,377 $5,054,554
========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-4-
<PAGE> 9
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The accompanying financial statements of the Electro-Tec Corporation
Employee Retirement Benefit Plan (the "Plan") have been prepared
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
Electro-Tec Corporation (the "Company" or "Employer"), a wholly-owned
subsidiary of Kaydon Corporation, sponsors the Plan, a defined
contribution plan. The following brief description of the Plan is
provided for general information purposes only. Participants
should refer to the Plan document, as amended, for more complete
information.
Eligibility requirements - All employees of the Company 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 elect to make, through payroll
deductions, both tax-deferred contributions, which may not exceed
15 percent of compensation, and after-tax voluntary contributions.
The maximum contributions for the year, which includes pre-tax,
after-tax voluntary and Company matching and discretionary
contributions is 25% of compensation less tax-deferred
contributions.
-5-
<PAGE> 10
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF THE PLAN, continued
Contributions, continued - Under the terms of the Plan, the Company
contributes to the Plan an amount equal to the payroll deduction
contribution by each participant up to 3 percent of the
participant's compensation, as defined by the Plan, and 75 percent
of each participant's contribution in excess of 3 percent of
compensation, not to exceed an additional 4 percent of each
participant's compensation, as defined. In addition, the Company
may, with the approval of the Board of Directors, make
discretionary contributions to the Plan. There were no
discretionary Employer contributions in 1994 or 1993.
Allocation of investment income/loss - Individual accounts are
maintained for each participant to reflect the participant's
contributions, the Company's contributions, forfeitures,
investment income and administrative expenses. Investment income
is allocated based on each participant's relative account balance
within the respective fund.
Vesting - All participant contributions are fully vested and
nonforfeitable. Company matching and discretionary contributions
become fully vested and nonforfeitable either upon attainment of
age 65, upon the employee's death or disability or ratably over
seven years of service, as defined by the Plan. Forfeitures are
used to reduce Employer contributions.
Investment of participant accounts - Plan participants 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 group of mutual funds. The Common Stock Fund
invests solely 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
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 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.
-6-
<PAGE> 11
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF THE PLAN, continued
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.
Payment of benefits - Amounts credited to an individual participant's
account are distributed at termination of employment, generally as
a lump sum or in installments. Distributions may be deferred
until the participant reaches the age of 65 if the value of the
distribution exceeds $3,500. As described in the Plan, in certain
hardship situations, participants may withdraw a portion of their
account balances while actively employed.
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 by First of
America Bank Corporation (the "Trustee") out of the Plan assets.
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 Company has the right to terminate the Plan at
any time, although it has not expressed an intent to do so. Upon
termination of the Plan, participants will become fully vested.
Expenses arising from the termination would be allocated to the
participants' accounts based on relative account balance within
the respective fund.
(3) TRUST FUND
A trust fund is maintained by the trustee for all purposes of the
Plan; and the monies and other assets thereof are held,
administered, invested and distributed in accordance with the
terms of the Plan, as it may be amended from time to time, for the
exclusive benefit of the participants and their beneficiaries.
-7-
<PAGE> 12
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(4) TAX STATUS
During 1994, the Company restated the Plan to meet the requirements
of the Tax Reform Act of 1986 and also filed for a favorable
determination letter from the Internal Revenue Service.
The Plan administrator and the Plan's legal counsel believe that the
Plan and underlying trust is designed and operated in compliance
with the applicable requirements of the Internal Revenue Code;
therefore, the trust earnings of the Plan are exempt from Federal
income taxes.
-8-
<PAGE> 13
SCHEDULE I
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT PLAN
EIN: 59-1226757
PLAN NUMBER: 001
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Description of Current
Identity of Issuer Investment Cost Value
-------------------- -------------------------- ---------- ----------
<S> <C> <C> <C>
*Kaydon Corporation Common Stock, 8,417 shares $ 194,299 $ 202,001
Mutual Funds:
*First of America Parkstone Small Capital
Investment Fund, 32,283 units 634,723 728,634
Corporation
*First of America Parkstone Income Equity
Investment Fund, 60,318 units 843,893 792,580
Corporation
*First of America Parkstone Bond Fund,
Investment 52,005 units 531,011 468,567
Corporation
*First of America Parkstone Intermediate
Investment Government Obligations
Corporation Fund, 31,021 units 319,792 290,976
*First of America Parkstone Prime
Investment Obligations Fund,
Corporation 1,326,162 units 1,326,162 1,326,162
*First of American Parkstone Balanced Fund,
Investment 20,708 units
Corporation 235,816 226,958
Common Collective Funds:
Lasalle National Trust Income Advantage Fund,
947,257 units 947,257 947,257
---------- ----------
$5,032,953 $4,983,135
========== ==========
</TABLE>
* Represents a party-in-interest
-9-
<PAGE> 14
SCHEDULE II
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT PLAN
EIN: 59-1226757
PLAN NUMBER: 001
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Purchases Sales or Maturities
----------------------------- ----------------------------------------------------------
Number of Purchase Number of Cost of Net Gain/
Transactions Price Transactions Proceeds Asset (Loss)
------------ ---------- ------------ ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
*First of America
Investment Corporation:
Parkstone Small Capital Fund 84 $ 340,213 39 $130,422 $114,778 $ 15,644
Parkstone Income Equity 90 383,324 49 231,811 223,385 8,426
Fund
Parkstone Bond Fund 74 236,439 52 461,828 501,897 (40,069)
Parkstone Intermediate 63 74,856 51 781,640 819,776 (38,136)
Government Obligations
Fund
Parkstone Prime 81 453,232 63 983,539 983,539 -
Obligations Fund
Parkstone Balanced Fund 77 261,774 15 25,039 25,958 (919)
Lasalle National Trust:
Income Advantage Fund 100 1,012,467 19 65,209 65,209 -
</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 Form 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-