<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, 1995
----------------------------------
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, 1995 1
Statement of Net Assets Available for Plan Benefits as of
December 31, 1994 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1995 3
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1994 4
Notes to Financial Statements 5-8
Schedule I - Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1995 9
Schedule II - Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1995 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 20, 1996
By: The Plan Administrative Committee
---------------------------------
By: Lawrence J. Cawley
---------------------------------
Lawrence J. Cawley
Chairman and Chief Executive Officer
Plan Administrative Committee
<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, 1995 and 1994, 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, 1995 and 1994, 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 benefits and the statements of
changes in net assets available for 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 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
--------------------------
Arthur Andersen LLP
Grand Rapids, Michigan
May 24, 1996
<PAGE> 5
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
High Intermediate
Small Income Government Prime Income
Common Capitalization Equity Bond Obligations Obligations Balanced Advantage
Stock Fund Fund Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 384 $ - $ - $ - $ - $ - $ - $ - $ 384
----------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
Investments:
Kaydon Corporation common
stock 12,162,965 - - - - - - - 12,162,965
Mutual funds - 3,064,107 2,575,644 989,318 231,077 1,787,573 525,660 - 9,173,379
Common collective fund - - - - - - - 466,225 466,225
----------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
Total Investments 12,162,965 3,064,107 2,575,644 989,318 231,077 1,787,573 525,660 466,225 21,802,569
----------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
Dividend receivable 48,993 - - - - - - - 48,993
----------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $12,212,342 $3,064,107 $2,575,644 $989,318 $231,077 $1,787,573 $525,660 $466,225 $21,851,946
=========== ========== ========== ======== ======== ========== ======== ======== ===========
</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, 1994
<TABLE>
<CAPTION>
High Intermediate
Small Income Government Prime Income
Common Capitalization Equity Bond Obligations Obligations Balanced Advantage
Stock Fund Fund Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ 71,276 $ - $ - $ - $ - $ - $ - $ - $ 71,276
---------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
Investments:
Kaydon Corporation common stock 9,805,207 - - - - - - - 9,805,207
Mutual funds - 2,159,136 1,883,271 827,652 497,811 1,314,847 279,729 - 6,962,446
Common collective fund - - - - - - - 359,505 359,505
---------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
Total Investments 9,805,207 2,159,136 1,883,271 827,652 497,811 1,314,847 279,729 359,505 17,127,158
---------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
Total Assets 9,876,483 2,159,136 1,883,271 827,652 497,811 1,314,847 279,729 359,505 17,198,434
LIABILITIES:
Accrued administrative expenses (4,596) (413) (1,309) (157) (475) (1,818) (433) (300) (9,501)
---------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $9,871,887 $2,158,723 $1,881,962 $827,495 $497,336 $1,313,029 $279,296 $359,205 $17,188,933
========== ========== ========== ======== ======== ========== ======== ======== ===========
</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, 1995
<TABLE>
<CAPTION>
High Intermediate
Small Income Government Prime Income
Common Capitalization Equity Bond Obligations Obligations Balanced Advantage
Stock Fund Fund Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $ 564,634 $ 453,464 $ 356,760 $ 143,958 $ 25,671 $ 156,752 $106,690 $ 74,447 $ 1,882,376
----------- ---------- ---------- --------- --------- ---------- -------- -------- -----------
Investment income:
Interest and dividends 243,115 340,003 120,283 58,956 21,331 74,546 33,984 24,872 917,090
Net appreciation in current
value of investments 2,582,139 487,845 402,709 91,965 27,650 - 44,394 - 3,636,702
----------- ---------- ---------- --------- --------- ---------- -------- -------- -----------
2,825,254 827,848 522,992 150,921 48,981 74,546 78,378 24,872 4,553,792
----------- ---------- ---------- --------- --------- ---------- -------- -------- -----------
3,389,888 1,281,312 879,752 294,879 74,652 231,298 185,068 99,319 6,436,168
Benefit payments (699,695) (178,879) (187,276) (141,969) (108,096) (355,299) (27,751) (38,080) (1,737,045)
Administrative expenses (21,117) (3,033) (3,563) (1,385) (842) (4,273) (1,068) (829) (36,110)
Fund transfers (328,621) (194,016) 4,769 10,298 (231,973) 602,818 90,115 46,610 -
----------- ---------- ---------- --------- --------- ---------- -------- -------- -----------
Change in net assets
available for plan
benefits 2,340,455 905,384 693,682 161,823 (266,259) 474,544 246,364 107,020 4,663,013
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 9,871,887 2,158,723 1,881,962 827,495 497,336 1,313,029 279,296 359,205 17,188,933
----------- ---------- ---------- --------- --------- ---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $12,212,342 $3,064,107 $2,575,644 $ 989,318 $ 231,077 $1,787,573 $525,660 $466,225 $21,851,946
=========== ========== ========== ========= ========= ========== ======== ======== ===========
</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, 1994
<TABLE>
<CAPTION>
High Intermediate
Small Income Government Prime Income
Common Capitalization Equity Bond Obligations Obligations Balanced Advantage
Stock Fund Fund Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- -------- -------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant contributions $ 510,603 $ 339,120 $ 377,563 $132,723 $ 62,396 $ 137,245 $ 79,167 $ 26,177 $ 1,664,994
---------- ---------- ---------- -------- --------- ---------- -------- -------- -----------
Investment income (loss):
Interest and dividends 163,969 181,954 57,927 49,468 33,029 44,936 10,245 5,711 547,239
Net appreciation (depreciation)
in current value of investment 1,312,328 (44,016) (238,785) (79,140) (47,557) - (14,500) - 888,330
---------- ---------- ---------- -------- --------- ---------- -------- -------- -----------
1,476,297 137,938 (180,858) (29,672) (14,528) 44,936 (4,255) 5,711 1,435,569
---------- ---------- ---------- -------- --------- ---------- -------- -------- -----------
1,986,900 477,058 196,705 103,051 47,868 182,181 74,912 31,888 3,100,563
Benefit payments (535,118) (68,749) (143,633) (90,020) (39,588) (149,443) (7,001) (4,500) (1,038,052)
Administrative expenses (20,921) (1,831) (5,126) (1,204) (2,117) (6,520) (1,594) (810) (40,123)
Fund transfers 800 226,550 (248,992) 30,118 (505,470) (48,612) 212,979 332,627 -
---------- ---------- ---------- -------- --------- ---------- -------- -------- -----------
Change in net assets
available for plan 1,431,661 633,028 (201,046) 41,945 (499,307) (22,394) 279,296 359,205 2,022,388
benefits
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 8,440,226 1,525,695 2,083,008 785,550 996,643 1,335,423 - - 15,166,545
---------- ---------- ---------- -------- --------- ---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $9,871,887 $2,158,723 $1,881,962 $827,495 $ 497,336 $1,313,029 $279,296 $359,205 $17,188,933
========== ========== ========== ======== ========= ========== ======== ======== ===========
</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.
Conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts in the Plan's financial statements. Actual
results may differ from those estimates.
(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 to participate in the Plan 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 1995 or 1994.
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.
-5-
<PAGE> 10
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF THE PLAN, continued
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 - 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 Capitalization Fund invests primarily in a diversified
portfolio of common stocks and securities convertible into
common stocks of small and medium sized companies.
The High 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.
-6-
<PAGE> 11
KAYDON CORPORATION
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF THE PLAN, continued
The Income Advantage Fund invests primarily in guaranteed
investment contracts, bank investment contracts and
commercial paper.
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 1995 and 1994. 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 monies 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
During 1994, the Company restated the Plan to meet the requirements
of the Tax Reform Act of 1986. The Internal Revenue Service
issued a determination letter dated April 4, 1996, stating
that the Plan was in accordance with applicable plan design
requirements as of that date. The Plan administrator and the
Plan's legal counsel believe that the Plan and underlying
trust are currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue
Code. Therefore, they believe that the Plan was qualified and
the related trust was tax-exempt as of the financial
statement date.
(5) INVESTMENTS
The fair market value of investments that represent 5% or more of
the Plan's total net assets is as follows as of December 31,:
<TABLE>
<CAPTION>
1 9 9 5 1 9 9 4
----------- ----------
<S> <C> <C>
Common Stock Fund $12,162,965 $9,805,207
Small Capitalization Fund 3,064,107 2,159,136
High Income Equity Fund 2,575,644 1,883,271
Prime Obligations Fund 1,787,573 1,314,847
</TABLE>
(6) SUBSEQUENT EVENTS
Effective January 1, 1996, the Company changed Trustees from First
of America Investment Corporation to CG Trust Company. As a
result, the Plan assets were transferred into CG Trust
Company funds with comparable investment options.
-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, 1995
<TABLE>
<CAPTION>
Current
Identity of Issuer Description of Investment Cost Value
- ------------------ ------------------------- ----------- -----------
<S> <C> <C> <C>
Mutual Funds:
*First of America Parkstone Small Capitalization
Investment Fund, 113,780 units
Corporation $ 2,564,187 $ 3,064,107
*First of America Parkstone High Income Equity Fund,
Investment 161,381 units
Corporation 2,295,573 2,575,644
*First of America Parkstone Bond Fund,
Investment 99,130 units
Corporation 982,703 989,318
*First of America Parkstone Intermediate
Investment Government Obligations Fund,
Corporation 23,039 units 236,264 231,077
*First of America Parkstone Prime Obligations Fund,
Investment 1,787,573 units
Corporation 1,787,573 1,787,573
*First of America Parkstone Balanced Fund,
Investment 41,919 units
Corporation 499,518 525,660
----------- -----------
8,365,818 9,173,379
----------- -----------
Common Stock:
*Kaydon Corporation Common Stock Fund, 400,427 shares 5,797,022 12,162,965
----------- -----------
Common Collective
Fund:
Lasalle National Income Advantage Fund,
Trust 466,225 units 466,225 466,225
----------- -----------
$14,629,065 $21,802,569
=========== ===========
</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, 1995
<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
- ------------------------- ------------ ---------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
*Kaydon Corporation:
Common Stock 84 $1,416,854 78 $1,641,235 $961,452 $679,783
*First of America
Investment Corporation:
Parkstone Small Capitalization
Fund 102 1,271,922 64 854,796 630,025 224,771
Parkstone High Income Equity
Fund 100 854,908 66 565,244 547,787 17,457
Parkstone Prime Obligations
Fund 95 1,119,261 62 646,535 646,535 -
</TABLE>
* Represents a party-in-interest
NOTE: This schedule was prepared in accordance with the regulations of the
Employee Retirement Income Security Act of 1974 to report all
transactions involving securities of the same issue which, in
aggregate, exceed 5% of the net assets of the Plan at the
beginning of the period.
-10-
<PAGE> 15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Kaydon Corporation:
As independent public accountants, we hereby consent to the
incorporation of our report dated May 24, 1996, 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 20, 1996
-11-
