UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM ll-K
[ ] Annual Report Pursuant to Section l5(d) of the
Securities Exchange Act of 1934
[X] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from July 1, 1996 to December 31, 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 Stock Bonus Savings 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 Stock Bonus Savings Plan is subject to the Employee
Retirement Income Security Act of 1974 (ERISA), and the report
of Washington, Pittman & McKeever, independent public accoun-
tants, 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 Stock Bonus Savings Plan
(Name of Plan)
DENNIS M. CORRY
(Dennis M. Corry)
Senior Manager - Benefit Plans
KATHLEEN KEARNEY
(Kathleen Kearney)
Manager - Benefit Plans
ANNE TUMMINARO
(Anne Tumminaro)
Manager - Employee and Management Services
Date: June 26, 1997
Exhibit Index
Exhibit Paper (P) or
Number Description Electronic (E)
(a) The Quaker Stock Bonus E
Savings Plan Financial
Statements as of
December 31, 1996 and
June 30, 1996
(b) Consent of Independent E
Public Accountants
Exhibit (a)
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND JUNE 30, 1996
TOGETHER WITH INDEPENDENT AUDITOR'S REPORT
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
AS OF DECEMBER 31, 1996 AND JUNE 30, 1996
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
SCHEDULE OF REPORTABLE TRANSACTIONS 18
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 19
INDEPENDENT AUDITOR'S REPORT
To the Plan Committee of
THE QUAKER STOCK BONUS SAVINGS PLAN
of The Quaker Oats Company
We have audited the accompanying Statements of Net Assets Available for
Benefits of The Quaker Stock Bonus Savings Plan (Plan) as of December 31, 1996
and June 30, 1996, and the related Statements of Changes in Net Assets
Available for Benefits for the six months ended December 31, 1996 and the year
ended June 30, 1996. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
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
December 31, 1996 and June 30, 1996, and the changes in net assets available
for benefits for the six months ended December 31, 1996 and the year ended June
30, 1996 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. These schedules contain supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
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
June 12, 1997
<TABLE>
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
(dollars in thousands)
<CAPTION>
Union Non-Union Union
(Non-ESOP) (ESOP) (Non-Sch. E) Non-
Stock Bonus Stock Bonus PAYSOP Schedule E Schedule E
Quaker Quaker Quaker Money Money
Total Stock Fund Stock Fund Stock Fund Market Fund Market Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS
The Quaker Oats Company common stock,
at market (1,815,232 shares, cost $51,743) $69,206 $7,848 $60,706 $652 $ - $ -
Collective Short-Term Investment Fund 1,376 65 264 2 150 895
Total investments 70,582 7,913 60,970 654 150 895
Contributions receivable - Employee 185 20 157 - 1 7
Contributions receivable - Employer 174 19 155 - - -
Dividends and interest receivable 521 59 452 5 1 4
Total assets 71,462 8,011 61,734 659 152 906
LIABILITIES
Payable for Quaker stock purchased 179 15 164 - - -
Interfund payable (receivable) - 1 (3) - (1) 3
Total liabilities 179 16 161 - (1) 3
NET ASSETS AVAILABLE FOR BENEFITS $71,283 $7,995 $61,573 $659 $ 153 $903
See accompanying notes to financial statements.
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 1996
(dollars in thousands)
<CAPTION>
Union Non-Union Union Non-Union
(Non-ESOP) (ESOP) (Non-Sch. E) (Schedule E) Non-
Stock Bonus Stock Bonus PAYSOP PAYSOP Schedule E Schedule E
Quaker Quaker Quaker Quaker Money Money
Total Stock Fund Stock Fund Stock Fund Stock Fund Market Fund Market Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
The Quaker Oats Company common
stock, at market (1,862,630
shares, cost $52,398) $63,096 $7,775 $54,550 $ 771 $ - $ - $ -
Collective Short-Term
Investment Fund 1,170 52 163 1 - 167 787
Total investments 64,266 7,827 54,713 772 - 167 787
Contributions receivable -
Employee 307 36 258 - - 2 11
Contributions receivable -
Employer 179 28 151 - - - -
Dividends and interest receivable 536 66 460 6 - 1 3
Total assets 65,288 7,957 55,582 778 - 170 801
LIABILITIES
Payable for Quaker stock purchased 89 2 87 - - - -
Interfund payable (receivable) - - 1 (2) - - 1
Total liabilities 89 2 88 (2) - - 1
NET ASSETS AVAILABLE FOR BENEFITS $65,199 $7,955 $55,494 $ 780 $ - $170 $ 800
See accompanying notes to financial statements.
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
(dollars in thousands)
<CAPTION>
Union Non-Union Union
(Non-ESOP) (ESOP) (Non-Sch. E) Non-
Stock Bonus Stock Bonus PAYSOP Schedule E Schedule E
Quaker Quaker Quaker Money Money
Total Stock Fund Stock Fund Stock Fund Market Fund Market Fund
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Dividends $ 1,029 $ 115 $ 904 $ 10 $ - $ -
Interest 35 2 7 - 4 22
Total investment income 1,064 117 911 10 4 22
Realized gain on The Quaker Oats Company
common stock - (Note 4) 1,009 9 994 6 - -
Unrealized gain (loss) on The Quaker Oats
Company common stock - (Note 5) 6,765 676 6,101 (12) - -
Employee contributions 3,378 378 2,846 - 19 135
Employer contributions 1,008 123 885 - - -
Contributions from other plans 6 - 4 - 2 -
Total additions 13,230 1,303 11,741 4 25 157
DEDUCTIONS
Distributions to participants 6,234 157 5,964 15 3 95
Dividends to participants 912 - 912 - - -
Total deductions 7,146 157 6,876 15 3 95
Increase (decrease) in net assets 6,084 1,146 4,865 (11) 22 62
Net assets available for benefits, beginning
of period 65,199 7,955 55,494 780 170 800
Interfund transfers, net - (1,106) 1,214 (110) (39) 41
NET ASSETS AVAILABLE FOR BENEFITS,
END OF PERIOD $71,283 $ 7,995 $61,573 $ 659 $ 153 $ 903
See accompanying notes to financial statements.
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1996
(dollars in thousands)
<CAPTION>
Union Non-Union Union Non-Union
(Non-ESOP) (ESOP) (Non-Sch.E) (Schedule E) Non-
Stock Bonus Stock Bonus PAYSOP PAYSOP Schedule E Schedule E
Quaker Quaker Quaker Quaker Money Money
Total Stock Fund Stock Fund Stock Fund Stock Fund Market Fund Market Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Dividends $ 2,083 $ 255 $ 1,803 $ 25 $ - $ - $ -
Interest 71 4 19 - - 9 39
Total investment income 2,154 259 1,822 25 - 9 39
Realized gain on The Quaker Oats
Company common stock - (Note 4) 1,403 107 895 344 57 - -
Unrealized gain (loss) on The Quaker
Oats Company common stock - (Note 5) 839 100 2,820 (255) (1,826) - -
Employee contributions 7,091 822 6,006 - - 43 220
Employer contributions 2,358 316 2,042 - - - -
Contributions from other plans 15 - 15 - - - -
Total additions 13,860 1,604 13,600 114 (1,769) 52 259
DEDUCTIONS
Distributions to participants 9,094 1,189 7,026 595 76 50 158
Dividends to participants 1,792 - 1,762 - 30 - -
Total deductions 10,886 1,189 8,788 595 106 50 158
Increase (decrease) in net assets 2,974 415 4,812 (481) (1,875) 2 101
Net assets available for benefits,
beginning of period 62,225 8,014 48,975 1,055 3,371 157 653
Interfund transfers, net - (474) 1,707 206 (1,496) 11 46
NET ASSETS AVAILABLE FOR BENEFITS,
END OF PERIOD $65,199 $7,955 $55,494 $ 780 $ - $ 170 $ 800
</TABLE>
See accompanying notes to financial statements.
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND JUNE 30, 1996
NOTE 1 - THE QUAKER STOCK BONUS SAVINGS PLAN
The following brief description of The Quaker Stock Bonus Savings Plan (Plan)
provides only general information. The Plan document should be referred to for
the complete Plan provisions.
General
The Plan was adopted by The Quaker Oats Company (Company) and provides a
program under which eligible employees may acquire an ownership interest in the
Company and 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.
This report discusses the six-month transition period ended December 31, 1996.
The Plan year end changed from a June 30 fiscal year end to a fiscal year
aligned with the calendar year beginning January 1, 1997.
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 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 Plan's administrative committee
has appointed Hewitt Associates as the Plan's record keeper. The Company pays
all expenses incurred by the Plan.
Eligibility
The Plan covers those employees of the Company who were included in a group
designated by the Board of Directors or the Executive Committee of the Board
and had completed one year of service prior to the original effective date of
the Plan. Under the current terms of the Plan, designated employees of the
Company are eligible to participate in the Plan on the first day of the month
following the date on which they complete one year of service.
Participants' Accounts
Participants in the Plan may invest in the Quaker Stock Fund or the Money
Market Fund.
The Quaker Stock Fund invests in common stock of the Company. Effective June
1, 1994, a portion of the Plan was designated an Employee Stock Ownership Plan
(ESOP), within the meaning of Section 4975(e)(7) of the Internal Revenue Code.
An ESOP account is maintained for each participant included in a group listed
on Schedule E of the Plan. Effective June 30, 1994, the Quaker Stock Sharing
Plan (PAYSOP) was merged into the Plan and the net assets of the PAYSOP were
transferred into the Plan. Such assets transferred into the Plan were
separately maintained as PAYSOP accounts until June 30, 1995, at which time the
PAYSOP accounts were merged into the ESOP accounts. Those participants who
did not have ESOP accounts had their PAYSOP accounts converted into special ESOP
subaccounts. A non-ESOP account is maintained for each participant,
consisting of the portion of the participant's account that is not included in
an ESOP or PAYSOP account.
The Money Market Fund invests in short-term fixed-income securities.
Contributions
The Plan allows participants to contribute 1 percent to 15 percent of their
earnings, depending upon their location, in whole percentage increments, to the
Plan before Federal and most state withholding taxes are computed. Participants
have the option to change their investment election once a month. Participants
may elect to invest their contributions in either the Quaker Stock Fund or the
Short-Term Investment (Money Market) Fund. The Company contributes an addi-
tional 50 percent of a participant's contributions to the Quaker Stock Fund to
a maximum of 4 percent of a participant's eligible earnings. Once a year,
participants have the option to transfer all or a portion of their monies they
have accumulated in the Short-Term Investment Fund to the Quaker Stock Fund
in multiples of 25 percent. Once a year, participants who are at least
age 59 1/2 or who become totally and permanently disabled may transfer funds,
in multiples of 25 percent, between the two funds.
The Plan provides for discretionary cash contributions by the Company.
Participants may contribute to the Plan any portion of distributions received
from other qualified plans when the contributions qualify as a tax-free roll-
over.
Participants may elect to deposit excess funds from The Quaker Flex Plan to the
Plan. The Company does not provide additional contributions on these funds.
Generally, all contributions are not subject to Federal income taxes until
distributed to the participant or the participant's beneficiary.
Distributions
All dividends received with respect to Company stock held on the record date a)
in a participant's ESOP account, and b) in a participant's PAYSOP account, if
the participant's group is listed on Schedule E of the Plan, are distributed
to participants no later than 90 days after the end of the Plan year in which
the dividends are received.
A participant may elect in writing to receive distribution of all or a portion
of his account if he is at least age 59 1/2 or if he is totally and permanently
disabled as determined by the Company with the advice of a medical doctor.
Additionally, a participant may receive the portion of his account consisting
of participant contributions (and, for those not listed on Schedule E,
excluding any amounts that have been invested in the Quaker Stock Fund for less
than two full Plan years after the year in which they were invested) 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 a participant or the participant's family or
alleviating an immediate and substantial financial hardship.
Effective June 1, 1994, a participant may elect to withdraw a portion of his
ESOP or PAYSOP account if the participant: a) is an employee; b) has completed
at least 10 years of service since becoming a participant in the ESOP
(including years of participation in the PAYSOP prior to June 30, 1994); and c)
is at least age 55. Generally, the annual maximum amount subject to this
election is 25 percent of the participant's account balance, reduced by any
amounts previously distributed under this provision.
If a participant's employment with the Company is terminated, the Plan will
distribute the account balance to the participant or the participant's
beneficiary. A participant may 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; or (b) 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 Internal Revenue Service regulations. If
the distribution is made through installment payments, a participant's
remaining account balance will continue to be adjusted for net earnings and
gains and losses as of each valuation date. If a participant's account value
is $3,500 or less, an automatic lump-sum distribution will be made as soon as
practicable after the end of the Plan year in which termination occurs. This
does not apply to accounts under $3,500 at the end of the transition period
ended December 31, 1996.
Plan Terminations
The Plan may be terminated at any time by action of the Company's Board of
Directors. In the event of the Plan termination, the value of the accounts
determined as of the effective date of such termination shall be held for the
benefit of participants, former participants or their beneficiaries.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The preparation of the financial statements in conformity with Generally
Accepted Accounting Principles (GAAP) 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.
The accompanying financial statements have been prepared on the accrual basis
of accounting. Interest income is recorded as earned and dividend income is
recorded as of the record date.
Investment Valuation
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.
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 investments at
the beginning of the Plan year.
Security purchases and sales, 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 - FEDERAL INCOME TAXES
The Plan obtained its latest determination letter on August 20, 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, the Plan administrator believes that the Plan was qualified and the
related trust was tax-exempt as of December 31, l996 and June 30, 1996.
NOTE 4 - REALIZED GAIN ON INVESTMENTS
The realized gain on Quaker stock was as follows:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
December 31, 1996 June 30, 1996
<S> <C> <C>
Proceeds from the sale/distribution
of Quaker stock $ 5,093 $ 6,942
Less: Cost of investments sold/distributed 4,084 5,539
REALIZED GAIN ON INVESTMENTS $ 1,009 $ 1,403
</TABLE>
NOTE 5 - UNREALIZED GAIN ON INVESTMENTS
The unrealized gain on Quaker stock was as follows:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
December 31, 1996 June 30, 1996
<S> <C> <C>
Unrealized gain, beginning of year $ 10,698 $ 9,859
Unrealized gain during the year 6,765 839
UNREALIZED GAIN, END OF YEAR $ 17,463 $ 10,698
</TABLE>
NOTE 6 - CURRENT VALUE GAIN
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. The net realized gain and net unrealized gain
were as follows:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
December 31, 1996 June 30, 1996
<S> <C> <C>
Net realized gain on investments $ 202 $ 247
Net unrealized gain on investments 7,572 1,995
NET GAIN IN FAIR VALUE OF INVESTMENTS $ 7,774 $ 2,242
</TABLE>
NOTE 7 - 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:
<TABLE>
<CAPTION>
As of As of
December 31, 1996 June 30, 1996
<S> <C> <C>
Net assets available for benefits per
the Form 5500 $ 71,126 $ 63,928
Add: Distributions payable to participants 157 1,271
NET ASSETS AVAILABLE FOR BENEFITS PER THE
FINANCIAL STATEMENTS $ 71,283 $ 65,199
</TABLE>
The following is a reconciliation of benefits paid to participants per the Form
5500 to the financial statements:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
December 31, 1996 June 30, 1996
<S> <C> <C>
Distributions to participants per the Form 5500 $ 5,120 $ 6,543
Add: Distributions payable, beginning of year 1,271 3,822
Less: Distributions payable, end of year 157 1,271
DISTRIBUTIONS TO PARTICIPANTS PER THE
FINANCIAL STATEMENTS $ 6,234 $ 9,094
</TABLE>
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
FORM 5500 ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
(dollars in thousands)
Market
Description Number of Shares Cost Value
The Quaker Oats Company Common
Stock * 1,815,232 $51,743 $69,206
Collective Short-Term Investment Fund 1,376 1,376
Total Investments $53,119 $70,582
* Identifies a party-in-interest to the Plan.
<TABLE>
THE QUAKER OATS COMPANY
THE QUAKER STOCK BONUS SAVINGS PLAN
FORM 5500 ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
(dollars in thousands)
<CAPTION>
Purchase Sale Current Net
Description of Security Price # of Trades Price # of Trades Cost of Security Value Gain
<S> <C> <C> <C> <C> <C> <C> <C>
The Quaker Oats Company
Common Stock $ 3,428 46 $ 2,836 16 $ 2,303 $ 6,264 $ 533
</TABLE>
Exhibit (b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 12, 1997 (and all references to our Firm) included in or made a part
of the Form 11-K. It should be noted that we have not audited any financial
statements of The Quaker Stock Bonus Savings Plan subsequent to December 31,
1996 or performed any audit procedures subsequent to the date of our report.
WASHINGTON, PITTMAN & McKEEVER
Chicago, Illinois
June 20, 1997
