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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 30, 1996
Commission file number 1-12
Full title of the Plan and the address of the Plan,
if different from that of the issuer named below:
The Quaker Investment Plan
Name of issuer of the securities held pursuant to the Plan and the address of
its principal executive office:
The Quaker Oats Company
P.O. Box 049001
Chicago, Illinois 60604-9001
Item 1. See Item 4.
Item 2. See Item 4.
Item 3. See Item 4.
Item 4. Financial Statements and Exhibits
(a) Financial Statements
The Quaker Investment Plan is subject to the Employee Retirement
Income Security Act of 1974 ("ERISA"), and the report of Washington,
Pittman & McKeever, independent public accountants, as prepared in
accordance with the financial reporting requirements of ERISA is
attached hereto and incorporated into this report.
(b) Exhibit
Consent of Independent Public Accountants - Washington, Pittman &
McKeever.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrators of the Plan have duly caused this annual report to be signed
on their behalf by the undersigned hereunto duly authorized.
The Quaker Investment Plan
(Name of Plan)
ROBERT C. PENZKOVER
(Robert C. Penzkover)
Director - Employee Benefits
DENNIS M. CORRY
(Dennis M. Corry)
Manager - Benefit Plans
Date: December 19, 1996
Exhibit Index
Exhibit Paper (P) or
Number Description Electronic (E)
(a) The Quaker Investment E
Plan Financial Statements
as of June 30, 1996 and 1995
(b) Consent of Independent E
Public Accountants
Exhibit (a)
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
FINANCIAL STATEMENTS
AS OF JUNE 30, 1996 AND 1995
TOGETHER WITH INDEPENDENT AUDITOR'S REPORT
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
AS OF JUNE 30, 1996 AND 1995
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT 6
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS 7-8
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS 9-10
NOTES TO FINANCIAL STATEMENTS 11-16
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES 17-18
SCHEDULE OF REPORTABLE TRANSACTIONS 19
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 20
INDEPENDENT AUDITOR'S REPORT
To the Plan Committee of
THE QUAKER INVESTMENT PLAN
of The Quaker Oats Company
We have audited the accompanying Statements of Net Assets
Available for Benefits of The Quaker Investment Plan (the "Plan")
as of June 30, 1996 and 1995, and the related Statements of
Changes in Net Assets Available for Benefits for the years then
ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion
on the financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits 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 June 30, 1996 and 1995,
and the changes in net assets available for 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 of
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 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.
WASHINGTON, PITTMAN & McKEEVER
Chicago, Illinois
November 22, 1996
<TABLE>
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 1996
(dollars in thousands)
<CAPTION>
Quaker Money
Stock Diversified Market Bond Loan
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at market -
The Quaker Oats Company common stock
(2,302,937 shares, cost - $50,800) $ 78,008 $78,008 $ -- $ -- $ -- $ --
Marketable Securities (cost - $116,087) 133,856 -- 116,061 -- 17,795 --
Short-Term Investments (cost - $8,251) 8,275 -- 8,275 -- -- --
Collective Trust Short-Term
Investment Fund 48,443 301 7,554 40,498 90 --
268,582 78,309 131,890 40,498 17,885 --
Participant loans 6,242 -- -- -- -- 6,242
Total investments 274,824 78,309 131,890 40,498 17,885 6,242
Employee contributions receivable 540 143 305 60 32 --
Accrued dividends and interest receivable 1,015 662 174 178 1 --
Receivable for investments sold 639 -- 639 -- -- --
Interfund transfers receivable (payable) -- 552 (748) 283 (87) --
Total assets 277,018 79,666 132,260 41,019 17,831 6,242
LIABILITY
Payable for investments purchased 299 -- 299 -- -- --
NET ASSETS AVAILABLE FOR BENEFITS $276,719 $79,666 $131,961 $41,019 $17,831 $6,242
See accompanying notes to financial statements.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 1995
(dollars in thousands)
<CAPTION>
Quaker Money
Stock Diversified Market Bond Loan
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at market -
The Quaker Oats Company common stock
(2,786,859 shares, cost - $58,737) $ 90,918 $90,918 $ -- $ -- $ -- $ --
Marketable Securities (cost-$84,482) 103,293 -- 88,695 -- 14,598 --
Short-Term Investments (cost-$3,170) 3,189 -- 3,189 -- -- --
Collective Trust Short-Term
Investment Fund 64,609 453 9,239 54,494 423 --
262,009 91,371 101,123 54,494 15,021 --
Participant loans 7,892 -- -- -- -- 7,892
Total investments 269,901 91,371 101,123 54,494 15,021 7,892
Accrued dividends and interest receivable 1,319 801 248 267 3 --
Receivable for investments sold 521 303 218 -- -- --
Interfund transfers (payable) receivable -- (1,460) 937 545 (22) --
Total assets 271,741 91,015 102,526 55,306 15,002 7,892
LIABILITIES
Loans due to participants 293 163 41 83 6 --
Payable for investments purchased 384 -- 384 -- -- --
Total liabilities 677 163 425 83 6 --
NET ASSETS AVAILABLE FOR BENEFITS $271,064 $90,852 $102,101 $55,223 $14,996 $7,892
See accompanying notes to financial statements.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1996
(dollars in thousands)
<CAPTION>
Quaker Money
Stock Diversified Market Bond Loan
ADDITIONS Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 5,001 $ 2,795 $ 2,206 $ -- $ -- $ --
Interest 3,811 256 811 2,693 51 --
Total investment income 8,812 3,051 3,017 2,693 51 --
Realized gain on investments - (Note 5) 31,414 8,832 21,880 -- 702 --
Unrealized (loss) gain on investments -
(Note 6) (6,010) (4,973) (1,153) -- 116 --
Employee contributions 10,469 3,831 4,659 1,253 726 --
Contributions from other plans 2,835 681 1,607 438 109 --
Total additions 47,520 11,422 30,010 4,384 1,704 --
DEDUCTIONS
Distributions to participants 41,865 13,091 13,107 13,903 1,764 --
Increase (decrease) in net assets 5,655 (1,669) 16,903 (9,519) (60) --
Net assets available for benefits,
beginning of period 271,064 90,852 102,101 55,223 14,996 7,892
Interfund transfers, net -- (9,517) 12,957 (4,685) 2,895 (1,650)
NET ASSETS AVAILABLE FOR
BENEFITS, END OF PERIOD $276,719 $79,666 $131,961 $41,019 $17,831 $6,242
See accompanying notes to financial statements.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1995
(dollars in thousands)
<CAPTION>
Quaker Money
Stock Diversified Market Bond Loan
ADDITIONS Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 4,981 $ 3,252 $ 1,729 $ -- $ -- $ --
Interest 3,993 275 812 2,840 66 --
Total investment income 8,974 3,527 2,541 2,840 66 --
Realized gain on investments - (Note 5) 19,281 10,324 8,193 -- 764 --
Unrealized (loss) gain on investments -
(Note 6) (1,376) (14,748) 11,847 -- 1,525 --
Employee contributions 10,947 4,619 4,054 1,559 715 --
Contributions from other plans 1,504 451 506 348 199 --
Total additions 39,330 4,173 27,141 4,747 3,269 --
DEDUCTIONS
Distributions to participants 24,243 8,529 6,840 8,072 802 --
Increase (decrease) in net assets 15,087 (4,356) 20,301 (3,325) 2,467 --
Net assets available for benefits,
beginning of period 255,977 101,840 82,494 47,222 13,842 10,579
Interfund transfers, net -- (6,632) (694) 11,326 (1,313) (2,687)
NET ASSETS AVAILABLE FOR
BENEFITS, END OF PERIOD $271,064 $ 90,852 $102,101 $55,223 $14,996 $ 7,892
See accompanying notes to financial statements.
</TABLE>
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 1996 AND 1995
NOTE 1 - THE QUAKER INVESTMENT PLAN
The following brief description of The Quaker Investment Plan
(the "Plan") provides only general information. The Plan
document should be referred to for the complete Plan provisions.
General
The Plan covers salaried domestic employees of The Quaker Oats
Company (the "Company") and certain domestic subsidiaries. The
Plan is solely funded by employee contributions. Under the Plan,
eligible salaried employees may accumulate funds on a pretax
basis for long-term retirement savings. The Plan is intended to
qualify as a cash or deferred arrangement under Section 401(k) of
the Internal Revenue Code and is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
Effective the calendar year beginning January 1, 1997, the Plan
year end will change from June 30 to December 31. A six-month
transition period from July 1, 1996 to December 31, 1996 will
precede the start of the new calendar year cycle.
Overall responsibility for administering the Plan rests with the
Plan's administrative committee which is appointed by the Board
of Directors of the Company. The Plan's administrative committee
has appointed Hewitt Associates as the Plan's record-keeper. The
Plan's trustee, The Northern Trust Company, is responsible for
the management and control of the Plan's assets and has certain
discretionary authority and control over such assets. The
Company pays all expenses incurred by the Plan.
Eligibility
Effective July 1, 1994, the Plan was amended to allow salaried
employees participation in the Plan on the date of employment or,
if employed less than six months, effective July 1, 1994. Prior
to this Plan amendment, salaried employees were eligible to
participate in the Plan after six months of employment and
acceptance as an approved employee, or after a twelve-month
period during which the employee had at least 998 hours of
employment and was still employed by the Company.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 1996 AND 1995
NOTE 1 - THE QUAKER INVESTMENT PLAN (CONTINUED)
Contributions
Participants in the Plan are allowed to defer receipt of, and
have placed in the Plan, up to seven percent of their earnings.
Contributions are not subject to Federal income tax until
distributed to the participants or their beneficiaries. Plan
participants may invest in one or more of the Plan's four funds:
the Quaker Stock Fund, the Diversified Fund, the Bond Fund, or
the Money Market Fund. The Plan allows participants to transfer
their monies, in multiples of 25%, among funds once a month.
Participants may also change the percent of their earnings
contributed to the Plan once a month. Additionally, participants
with an outstanding loan (for at least a year) may request an
additional loan. The additional loan will have a separate
payment schedule from the existing loan and participants cannot
exceed two outstanding loans. The Plan allows employees the
option to deposit excess funds from The Quaker Flex Plan to the
Plan.
The Plan also allows a participant to contribute to the Plan a
lump-sum distribution received from other qualified plans when
the contribution qualifies as a tax-free roll-over.
Distributions
Participants may receive a distribution of a portion of their
accounts in the event of a hardship. "Hardship" means when funds
are required for purchasing or making capital expenditures for a
primary residence, financing the post-secondary education of the
participant or the participant's family or alleviating existing
financial hardship. Plan participants may obtain loans from
their account balances subject to the following terms and
restrictions which are effective for loan applications received
after September 15, 1989:
(a) Participants may borrow up to 50% of their account
balance including the highest loan balance in the
previous one-year period, but not more than $50,000 or
less than $1,000.
(b) The terms of such loans shall not exceed five years
and the rate of interest to be applied will be the
Northern Trust prime rate plus one percent.
(c) Repayments on the loan are to be made directly through
payroll deductions for active employees.
(d) Loans made to participants shall be secured by the
participants' non-forfeitable interests from one or
more of the funds in which a participant's account is
invested prior to the making of such loans.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 1996 AND 1995
NOTE 1 - THE QUAKER INVESTMENT PLAN (CONTINUED)
If a participant's employment with the Company is terminated, the
Plan will distribute the participant's account balance to the
participant or the participant's beneficiary. A participant
under age 55 at the time of termination of employment may elect
to defer the lump-sum distribution or the start of installment
payments until age 65. A participant age 55 or older may elect
to defer the lump-sum distribution or the start of installment
payments until age 70 1/2. If a participant terminates
employment, attains age 65 in a Plan year, and no distribution or
deferral election is received by the 15th day after the end of
the Plan year, an automatic lump-sum distribution will be made.
A participant may elect in writing to receive the distribution in
one of the following ways: (a) in a lump sum; (b) in a partial
distribution; or (c) in approximately equal annual installments
over a chosen period. The period chosen, however, must be no
longer than the participant's life expectancy when distributions
begin as determined by the Internal Revenue Service regulations.
If the distribution is made through installment payments, the
participant's remaining account balance will continue to be
adjusted for investment gains or losses. If a participant's
account value is $3,500 or less, an automatic lump-sum
distribution will be made as soon as practical after the end of
the Plan year in which termination occurs.
Participants may elect in writing to receive all or a portion
of their accounts if they are at least age 59 1/2 years or if
they are totally and permanently disabled as determined by the
Company with the advice of a medical doctor. The participant's
account will then be valued as of the latest available valuation
date before distribution. If only a portion of the account is
distributed, the remaining balance will continue to be adjusted
for investment gains and losses and other items.
The Plan may be terminated at any time by the action of the Board
of Directors or Executive Committee of the Board. In the event
of termination of the Plan, the accounts shall be held for the
benefit of the participants, former participants or their
beneficiaries.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual
basis of accounting. Interest income is recorded as earned and
dividend income is recorded as of the record date.
The preparation of the financial statements in conformity with
Generally Accepted Accounting Principles requires the Plan's
management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual
results could differ from these estimates and assumptions.
Valuation of Investments
Investments are included in the accompanying Statements of Net
Assets Available for Benefits at fair market value. Fair market
value is based on published market prices.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 1996 AND 1995
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Net realized and unrealized gains and losses for the period are
reflected in the accompanying Statement of Changes in Net Assets
Available for Benefits. The net realized gain or loss on the
investments sold is calculated as the difference between the
proceeds received and the average cost of the investments. The
net realized gain or loss on the distribution of investments is
calculated as the difference between the fair market value on the
date of distribution and the average cost of the investments.
The net unrealized gain or loss is calculated as the difference
between the fair market value of the investments less the cost of
the investments at the end of the Plan year and the fair market
value of the investments less the cost of the investment at the
beginning of the Plan year.
Purchases and sales of securities, including related gains and
losses, are recognized on the transaction trade date. Brokerage
commissions increase the cost or decrease the sale proceeds on
the security transactions.
NOTE 3 - TRUST INVESTMENTS
Participants in the Plan may invest in the Quaker Stock Fund
(common stock of the Company), the Diversified Fund (primarily
common and preferred stock of corporations other than the Company
and/or interest-bearing securities), the Bond Fund (primarily
corporate bonds with an average credit rating of "A" and with
maturities of up to 30 years), or the Money Market Fund
(primarily short-term fixed income securities). The Trustee is
authorized to keep such portion of any of the Investment Funds as
may seem advisable, from time to time, in cash or cash
equivalents and/or in short-term fixed income investments.
The value of each unit in a participant's account as of June 30,
1996 and 1995 for each of the four funds was as follows:
Unit Value
1996 1995
Quaker Stock Fund $ 24.78 $ 22.97
Diversified Fund $ 20.73 $ 16.86
Money Market Fund $ 7.04 $ 6.65
Bond Fund $ 2.35 $ 2.22
NOTE 4 - FEDERAL INCOME TAXES
The Plan obtained its latest determination letter on May 22,
1996, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the
Plan administrator believes the Plan is 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 June 30,
1996 and 1995.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 1996 AND 1995
(dollars in thousands)
NOTE 5 - REALIZED GAIN ON INVESTMENTS IN SECURITIES
The realized gain on investments in securities for the years
ended June 30, 1996 and 1995, was as follows:
<TABLE>
<CAPTION>
1996 1995
Aggregate Aggregate
Cost of Cost of
Securities Realized Securities Realized
Sold/Distributed Gain Sold/Distributed Gain
<S> <C> <C> <C> <C>
Quaker Stock Fund $ 15,135 $ 8,832 $ 12,539 $10,324
Diversified Fund 163,233 21,880 150,954 8,193
Bond Fund 1,410 702 1,897 764
$179,778 $31,414 $165,390 $19,281
</TABLE>
NOTE 6 - UNREALIZED GAIN (LOSS) ON INVESTMENTS IN SECURITIES
The unrealized gain (loss) on investments in securities for the
years ended June 30, 1996 and 1995, was as follows:
1996 1995
Unrealized gain, beginning of year $51,011 $ 52,387
Unrealized (loss) during the year (6,010) (1,376)
UNREALIZED GAIN, END OF YEAR $45,001 $ 51,011
NOTE 7 - QUAKER COMMON STOCK SPLIT-UP
In fiscal 1995, Quaker shareholders of record received an
additional share of common stock for each share held, pursuant to
a two-for-one stock split-up approved by the Board of Directors.
The number of Quaker common stock shares has been retroactively
restated.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 1996 AND 1995
(dollars in thousands)
NOTE 8 - CURRENT VALUE GAIN (LOSS)
Based on the "Current Value" reporting requirements of the
Department of Labor and the Internal Revenue Service instructions
for Form 5500, the net realized gain on the investments sold is
calculated as the difference between proceeds received and the
fair market value of investments on the first day of the Plan
year or the acquisition date if purchased during the Plan year.
The net realized gain on the distribution of investments is
calculated as the difference between fair market value of
investments on the date of distribution and the fair market value
of investments on the first day of the Plan year. The net
unrealized gain is calculated as the difference between the fair
market value of investments at the end of the Plan year and the
fair market value at the beginning of the Plan year. For the
years ended June 30, 1996 and 1995, net realized gain and net
unrealized gain were as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Net realized gain on investments $ 13,535 $ 8,536
Net unrealized gain on investments 11,869 9,369
Net gain on investments $ 25,404 $ 17,905
</TABLE>
NOTE 9 - RECONCILIATION OF THE FORM 5500 TO THE FINANCIAL STATEMENTS
The following is a reconciliation of net assets available for
benefits per the Form 5500 to the financial statements as of June
30:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Net assets available for benefits per the Form 5500 $ 268,917 $ 263,355
Add: Distributions payable to participants 7,802 7,709
NET ASSETS AVAILABLE FOR BENEFITS PER
THE FINANCIAL STATEMENTS $ 276,719 $ 271,064
The following is a reconciliation of benefits paid to
participants per the Form 5500 to the financial statements:
1996 1995
<S> <C> <C>
Distributions to participants per the Form 5500 $ 41,958 $ 29,550
Add: Distributions payable, beginning of year 7,709 2,402
Less: Distributions payable, end of year 7,802 7,709
DISTRIBUTIONS TO PARTICIPANTS PER THE
FINANCIAL STATEMENTS $ 41,865 $ 24,243
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
FORM 5500 ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 30, 1996
(dollars in thousands)
Schedule I
Page 1 of 2
<CAPTION>
Market
Description Number of Shares Cost Value
<S> <C> <C> <C>
Company Stock
The Quaker Oats Company Common Stock * 2,302,937 $ 50,800 $ 78,008
Marketable Securities
Common Stocks -
Abbott Laboratories 77,800 3,184 3,384
ADR Ciba Geigy A.G. Sponsored 68,450 2,984 4,170
ADR Hoechst A.G. 97,400 2,577 3,348
ADR Nokia Corp. Sponsored 55,350 2,110 2,048
ADR Philips Electronics N.V. 110,200 3,474 3,595
Allegheny Ludlum Corp. 50,400 1,037 951
Allstate Corp. 99,568 3,056 4,543
Aluminum Co. of America 40,100 2,379 2,301
American Home Products Corp. 27,000 1,054 1,624
Amoco Corp. 40,800 2,651 2,943
AT&T (American Telephone and Telegraph Corp.) 81,500 4,988 5,053
Boeing Co. 30,650 2,450 2,670
Bristol Myers Squibb Co. 33,750 2,896 3,038
Burlington Northern Santa Fe Corp. 31,350 1,932 2,535
Carnival Corp. 51,900 1,239 1,499
Citicorp 32,850 1,110 2,718
Compaq Computer Corp. 26,000 1,005 1,277
Conrail Inc. 34,250 2,475 2,273
Dun & Bradstreet Corp. 69,100 4,383 4,319
DuPont, E.I. DeNemours & Company 46,550 3,205 3,683
Duracell Intl Inc. 25,400 1,098 1,095
Federated Department Stores Inc. 62,200 1,413 2,123
General Motors Corp. 79,150 4,125 4,145
Grace, W.R. & Co. 24,550 1,738 1,740
Harrah's Entertainment Inc. 38,500 1,277 1,088
Hasbro Inc. 43,200 1,489 1,544
International Business Machines Corp. 36,200 3,537 3,584
ITT Inds. Inc. 47,100 1,026 1,183
Keycorp 37,600 1,304 1,457
Kroger Co. 11,200 434 442
Loews Corp. 59,800 4,701 4,717
Marriot Intl 11,700 561 629
Mattel Inc. 32,621 602 934
Mobil Corp. 28,400 2,878 3,191
* Identifies a party-in-interest to the Plan.
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
FORM 5500 ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF JUNE 30, 1996
(dollars in thousands)
Schedule I
Page 2 of 2
<CAPTION>
Market
Description Number of Shares Cost Value
<S> <C> <C> <C>
Common Stocks (continued)
Northrop Gruman Corp. 23,050 1,533 1,571
Pacific Telesis Group 111,400 3,766 3,760
Philip Morris Company Inc. 35,350 2,576 3,677
Silicon Graphics Inc. 53,000 1,567 1,272
Tenet Healthcare Corp. 57,200 922 1,223
Time Warner Inc. 82,100 3,079 3,222
Trans World Airlines Inc. 35,900 698 512
Travelers Group Inc. 67,275 1,963 3,069
Union Pacific Corp. 61,300 4,058 4,283
Wells Fargo & Co. 15,750 3,909 3,766
Preferred Stocks -
ADR News Corp. LTD 191,900 3,576 3,862
Corporate Bonds -
Quaker Master Trust - Wells Fargo Bonds 762,179 12,068 17,795
Total Marketable Securities 116,087 133,856
Short-Term Investments
DuPont E.I. DeNemours & Company
Commercial Paper Note, $3,500 due 07-26-1996 3,500 3,473 3,487
Ford Motor Car Co.
Commercial Paper Note, $2,800 due 07-09-1996 2,800 2,795 2,796
Walt Disney Co.
Commercial Paper Note, $2,000 due 07-29-1996 2,000 1,983 1,992
Total Short-Term Investments 8,251 8,275
Collective Trust Short-Term Investment Fund 48,443 48,443
Participant Loans (9.25% - 10.0%) 6,242 6,242
TOTAL INVESTMENTS $ 229,823 $ 274,824
THE QUAKER OATS COMPANY
THE QUAKER INVESTMENT PLAN
FORM 5500 ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1996
(dollars in thousands)
<CAPTION>
Schedule II
Purchase Value
and Transaction Cost of of Net
Sale Price Fees Asset Asset Gain
<S> <C> <C> <C> <C> <C>
Description
Quaker Stock Fund -
The Quaker Oats Company
common stock
209,010 shares purchased
in 20 transactions $33.480 $ 6 $ 7,004 $ 7,004 --
559,882 shares sold
in 26 transactions $34.330 $29 $12,078 $19,250 $7,143
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Exhibit (b)
Washington, Pittman & McKeever
Certified Public Accountants
819 South Wabash Avenue
Suite 600
Chicago, Illinois 60605
(312)786-0330
FAX (312)786-0323
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated November 22, 1996 (and references to our Firm) included in or made a part
of this Form 11-K. It should be noted that we have not audited any financial
statements of The Quaker Investment Plan subsequent to June 30, 1996 or
performed any audit procedures to the date of our report.
WASHINGTON, PITTMAN & McKEEVER
Chicago, Illinois
December 19, 1996
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