<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:
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, 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 10
for the Year Ended December 31, 1995
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 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
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, 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's 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
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT 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 $ 1,018 $ - $ - $ - $ - $ - $ - $ - $ 1,018
-------- ---------- ---------- -------- ------- -------- -------- ---------- ----------
Investments:
Mutual funds - 1,041,571 1,076,527 447,998 28,611 996,830 294,336 - 3,885,873
Kaydon Corporation common stock 425,589 - - - - - - - 425,589
Common collective fund - - - - - - - 1,284,703 1,284,703
-------- ---------- ---------- -------- ------- -------- -------- ---------- ----------
Total Investments 425,589 1,041,571 1,076,527 447,998 28,611 996,830 294,336 1,284,703 5,596,165
-------- ---------- ---------- -------- ------- -------- -------- ---------- ----------
Dividend receivable 1,674 - - - - - - - 1,674
-------- ---------- ---------- -------- ------- -------- -------- ---------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $428,281 $1,041,571 $1,076,527 $447,998 $28,611 $996,830 $294,336 $1,284,703 $5,598,857
======== ========== ========== ======== ======= ======== ======== ========== ==========
</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, 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 $ 8,763 $ - $ - $ - $ - $ - $ - $ - $ 8,763
-------- -------- -------- -------- -------- ---------- -------- -------- ----------
Investments:
Mutual funds - 728,634 792,580 468,567 290,976 1,326,162 226,958 - 3,833,877
Kaydon Corporation common stock 202,001 - - - - - - - 202,001
Common collective fund - - - - - - - 947,257 947,257
-------- -------- -------- -------- -------- ---------- -------- -------- ----------
Total Investments 202,001 728,634 792,580 468,567 290,976 1,326,162 226,958 947,257 4,983,135
-------- -------- -------- -------- -------- ---------- -------- -------- ----------
Total Assets 210,764 728,634 792,580 468,567 290,976 1,326,162 226,958 947,257 4,991,898
LIABILITIES:
Accrued administrative expenses (87) (27) (238) (11) (149) (834) (55) (477) (1,878)
-------- -------- -------- -------- -------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $210,677 $728,607 $792,342 $468,556 $290,827 $1,325,328 $226,903 $946,780 $4,990,020
======== ======== ======== ======== ======== ========== ======== ======== ==========
</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, 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:
Employer $ 24,143 $ 37,648 $ 34,635 $ 16,981 $ 7,200 $ 32,725 $ 8,074 $ 36,889 $ 198,295
Participants 39,495 58,922 53,497 23,425 9,538 42,947 10,849 58,915 297,588
-------- ---------- ---------- -------- --------- ---------- -------- ---------- ----------
63,638 96,570 88,132 40,406 16,738 75,672 18,923 95,804 495,883
-------- ---------- ---------- -------- --------- ---------- -------- ---------- ----------
Investment income:
Interest and dividends 7,473 135,251 51,132 28,237 9,933 54,196 19,925 58,985 365,132
Net appreciation in current value
of investments 68,078 133,953 173,187 45,447 15,839 - 32,749 - 469,253
-------- ---------- ---------- -------- --------- ---------- -------- ---------- ----------
75,551 269,204 224,319 73,684 25,772 54,196 52,674 58,985 834,385
-------- ---------- ---------- -------- --------- ---------- -------- ---------- ----------
139,189 365,774 312,451 114,090 42,510 129,868 71,597 154,789 1,330,268
Benefit payments (558) (72,968) (61,164) (77,969) (33,379) (272,486) (57,151) (138,530) (714,205)
Administrative expenses (758) (910) (1,024) (364) (205) (2,002) (336) (1,627) (7,226)
Fund transfers 79,731 21,068 33,922 (56,315) (271,142) (183,878) 53,323 323,291 -
-------- ---------- ---------- -------- --------- ---------- -------- ---------- ----------
Change in net assets
available for plan benefits 217,604 312,964 284,185 (20,558) (262,216) (328,498) 67,433 337,923 608,837
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 210,677 728,607 792,342 468,556 290,827 1,325,328 226,903 946,780 4,990,020
-------- ---------- ---------- -------- --------- ---------- -------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $428,281 $1,041,571 $1,076,527 $447,998 $ 28,611 $ 996,830 $294,336 $1,284,703 $5,598,857
======== ========== ========== ======== ========= ========== ======== ========== ==========
</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, 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>
Contributions:
Employer $ 17,694 $ 34,264 $ 37,964 $ 23,598 $ 16,695 $ 16,960 $ 6,873 $ 22,905 $ 176,953
Participants 26,170 58,846 65,974 34,104 26,016 53,833 10,345 42,295 317,583
-------- -------- -------- --------- ---------- ---------- -------- -------- ----------
43,864 93,110 103,938 57,702 42,711 70,793 17,218 65,200 494,536
-------- -------- -------- --------- ---------- ---------- -------- -------- ----------
Investment income (loss):
Interest and dividends 3,055 63,096 23,516 38,759 28,380 48,221 8,706 31,980 245,713
Net appreciation (depreciation)
in current value of investments 21,385 (19,989) (95,189) (64,575) (43,858) - (9,776) - (212,002)
-------- -------- -------- --------- ---------- ---------- -------- -------- ----------
24,440 43,107 (71,673) (25,816) (15,478) 48,221 (1,070) 31,980 33,711
-------- -------- -------- --------- ---------- ---------- -------- -------- ----------
68,304 136,217 32,265 31,886 27,233 119,014 16,148 97,180 528,247
Benefit payments (8,105) (62,436) (42,371) (121,620) (174,878) (126,518) (2,565) (46,253) (584,746)
Administrative expenses (318) (316) (1,087) (385) (821) (3,114) (270) (1,724) (8,035)
Fund transfers 25,800 116,544 67,572 (199,612) (602,040) (519,431) 213,590 897,577 -
-------- -------- -------- --------- ---------- ---------- -------- -------- ----------
Change in net assets
available for plan benefits 85,681 190,009 56,379 (289,731) (750,506) (530,049) 226,903 946,780 (64,534)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 124,996 538,598 735,963 758,287 1,041,333 1,855,377 - - 5,054,554
-------- -------- -------- --------- ---------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $210,677 $728,607 $792,342 $ 468,556 $ 290,827 $1,325,328 $226,903 $946,780 $4,990,020
======== ======== ======== ========= ========== ========== ======== ======== ==========
</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.
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
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 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 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. Under the terms of the Plan, the
Company contributes to the Plan an amount equal to the
payroll deduction contribution by
-5-
<PAGE> 10
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF THE PLAN, continued
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 1995 or 1994.
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 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 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.
-6-
<PAGE> 11
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) DESCRIPTION OF THE PLAN, continued
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.
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, bank 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 1995 and 1994. 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.
-7-
<PAGE> 12
ELECTRO-TEC CORPORATION
EMPLOYEE RETIREMENT BENEFIT 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 the
terms of the Plan, 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 dated October 12, 1995, stating that
the Plan was in accordance with applicable plan design
requirements as of that date. The Plan has been amended since
receiving the determination letter. However, 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 $ 425,589 $ -
Small Capitalization Fund 1,041,571 728,634
High Income Equity Fund 1,076,527 792,580
Bond Fund 447,998 468,567
Intermediate Government
Obligations Fund - 290,976
Prime Obligations Fund 996,830 1,326,162
Balanced Fund 294,336 -
Income Advantage Fund 1,284,703 947,257
</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
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, 1995
<TABLE>
<CAPTION>
Description of Current
Identity of Issuer Investment Cost Value
- ------------------- ------------------ ---------- ----------
<S> <C> <C> <C>
Mutual Funds:
*First of America Parkstone Small
Investment Capitalization Fund,
Corporation 38,677 units $ 860,679 $1,041,571
*First of America Parkstone High Income
Investment Equity Fund, 67,452
Corporation units 960,149 1,076,527
*First of America Parkstone Bond Fund,
Investment 44,890 units
Corporation 451,165 447,998
*First of America Parkstone Intermediate
Investment Government Obligations
Corporation Fund, 2,853 units 29,412 28,611
*First of America Parkstone Prime
Investment Obligations Fund,
Corporation 996,830 units 996,830 996,830
*First of America Parkstone Balanced Fund,
Investment 23,472 units
Corporation 276,218 294,336
---------- ----------
3,574,453 3,885,873
---------- ----------
Common Stock:
*Kaydon Corporation Common Stock Fund, 14,011
shares 351,271 425,589
---------- ----------
Common Collective Fund:
Lasalle National Trust Income Advantage Fund,
1,284,703 units 1,284,703 1,284,703
---------- ----------
$5,210,427 $5,596,165
========== ==========
</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, 1995
<TABLE>
<CAPTION>
Purchases Sales or Maturities
--------------------------- -------------------------------------------------
Number of Purchase Number of Cost of
Transactions Price Transactions Proceeds Asset Net Gain
------------ ---------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
*First of America
Investment Corporation:
Parkstone Small Capitalization
Fund 77 $387,559 30 $208,575 $161,602 $ 46,973
Parkstone High Income Equity
Fund 78 238,553 35 127,793 122,297 5,496
Parkstone Bond Fund 68 107,537 27 173,553 187,382 (13,829)
Parkstone Intermediate
Government Obligations
Fund 51 26,672 23 304,876 317,052 (12,176)
Parkstone Prime
Obligations Fund 67 145,528 26 474,859 474,859 -
Lasalle National Trust:
Income Advantage Fund 75 563,141 29 225,695 225,695 -
</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 the 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 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 20, 1996
-11-
