<PAGE> 1
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
(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, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ______________
Commission file number 0-19162
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
BW/IP International, Inc.
Capital Accumulation Plan
B. Name of issuer of securities held pursuant to the Plan and
the address of its principal executive office:
BW/IP, Inc.
200 Oceangate Boulevard
Suite 900
Long Beach, California 90802
<PAGE> 2
FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
(1) Reports of Independent Accountants
(2) Consents of Independent Accountants
(3) Financial Statements of the BW/IP International, Inc.
Capital Accumulation Plan
Statements of Net Assets Available for Plan
Benefits As Of December 31, 1993 and 1992
Statements of Changes in Net Assets Available
For Plan Benefits for the Years Ended
December 31, 1993 and 1992
Notes to Financial Statements
Supplemental Schedules:
Item 27a - Assets held for Investment Purposes As Of
December 31, 1993
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1993
</TABLE>
Page 2 of _____
<PAGE> 3
CHANGE IN NAME AND RECAPITALIZATION
BW/IP, Inc. (the "Company") filed a Report on Form 8-K dated May 12,
1994 to report that the stockholders of the Company had agreed on May 10, 1994
to (a) change the Company's name from "BWIP Holding, Inc." to "BW/IP, Inc." and
(b) convert the Company's two-class common stock structure into a one-class
common stock structure. These changes became effective on May 11, 1994.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Committee administering the Plan has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
BW/IP International, Inc.
Capital Accumulation Plan
Date: June 28, 1994
D. G. Taylor
--------------------
Chairman
Page 3 of _____
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTS
_________
BW/IP International, Inc.
Capital Accumulation Plan
We have audited the accompanying statement of net assets available for plan
benefits of BW/IP International, Inc. Capital Accumulation Plan (the "Plan") as
of December 31, 1992 and the related statement of changes in net assets
available for plan benefits for the year then ended. 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 audit.
We conducted our audit 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 incudes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 of the Plan
as of December 31, 1992, and the changes in net assets available for plan
benefits for the year then ended, in conformity with generally accepted
accounting principles.
As more fully described in Note 7, the financial statements include a Group
Annuity Contract valued at $7,812,817 at December 31, 1992, whose value has
been estimated by the Plan using the State of California Insurance
commissioner's Revised Rehabilitation Plan and estimated insurance recovery
from State Insurance Guarantee Funds in the absence of readily ascertainable
market values. We have reviewed the procedures used by the Plan in arriving at
its estimate of value of the Group Annuity Contract and have inspected
underlying documentation, and, in the circumstances, we believe the procedures
are reasonable and the documentation appropriate. However, because of the
inherent uncertainty of valuation, the estimated value may differ significantly
from the value that would have been used had a ready market value for the
investment existed, and the differences could be material.
Coopers & Lybrand
Los Angeles, California
June 12, 1993
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and
Administration Committee of the
BW/IP International, Inc.
Capital Accumulation Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the BW/IP International, Inc. Capital Accumulation Plan (the
Plan) at December 31, 1993 and the changes in the net assets available for plan
benefits for the year then ended, in conformity with generally accepted
accounting principles. 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 audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
As discussed in Note 7 to the financial statements, on April 11, 1991,
California insurance regulators took court-supervised conservatorship of
Executive Life Insurance Company (ELIC). At December 31, 1993, the
accompanying financial statements reflect a Group Annuity Contract valued at
$6,167,175, based upon Plan management's estimate of amounts to be recovered
under ELIC's rehabilitation plan. In March, 1994, a payment of $3,356,187 was
received from ELIC. Realization of the remaining amount due the Plan is subject
to the recovery of funds from holdbacks, trusts and state guarantee funds, and
may differ materially from the value as presented in the accompanying financial
statements.
<PAGE> 6
To the Participants and
Administration Committee of the
BW/IP International, Inc.
Capital Accumulation Plan
(Continued)
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules
I and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required
by ERISA. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
PRICE WATERHOUSE
Costa Mesa, California
June 27, 1994
<PAGE> 7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the following registration
statement of BW/IP, Inc. (formerly known as BWIP Holding, Inc.) on Form S-8
(File No. 33-44806) of our report dated June 12, 1993, on our audit of the
statement of net assets available for plan benefits of the BW/IP International,
Inc. Capital Accumulation Plan as of December 31, 1992, and the related
statement of changes in net assets available for plan benefits for the year
then ended, which report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND
Los Angeles, California
June 29, 1994
<PAGE> 8
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-44806) of BW/IP, Inc. (formerly BWIP Holding,
Inc.) of our report dated June 27, 1994 appearing in the Annual Report of the
BW/IP International, Inc. Capital Accumulation Plan on Form 11-K for the year
ended December 31, 1993.
PRICE WATERHOUSE
Costa Mesa, California
June 27, 1994
<PAGE> 9
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
===================================================
<TABLE>
<CAPTION>
DECEMBER 31, 1993
------------------------------------------------------------------------
COMPANY AGGRESSIVE
STOCK INCOME BALANCED STOCK
FUND FUND FUND FUND TOTAL
------------ ----------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 20,017 $14,970,517 $ 67,698 $ 11,664 $15,069,896
Investments, at fair value 3,786,667 7,164,824 6,547,628 25,404,937 42,904,056
Group Annuity Contracts with
insurance companies, at
contract value (Note 7) 17,696,609 17,696,609
Receivables:
Participant contributions 92,340 161,765 55,895 155,002 465,002
Participant notes receivable 1,790,258 1,790,258
Employer contributions 70,635 70,635
Accrued income 11,875 7,654 56 59 19,644
Receivable for investments sold 72,594 72,594
----------- ----------- ---------- ----------- -----------
Total assets 4,054,128 41,791,627 6,671,277 25,571,662 78,088,694
Amounts payable to participants 21,337 92,961 11,800 61,567 187,665
----------- ----------- ---------- ----------- -----------
Net assets available for plan
benefits $4,032,791 $41,698,666 $6,659,477 $25,510,095 $77,901,029
========== =========== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1992
------------------------------------------------------------------------
COMPANY AGGRESSIVE
STOCK INCOME BALANCED STOCK
FUND FUND FUND FUND TOTAL
----------- ----------- ---------- ----------- ------------
<S> <C > <C> <C> <C> <C>
Cash and cash equivalents $ 6,396 $ 358,442 $ 20,000 $ 20,000 $ 404,838
Investments, at fair value 1,897,068 6,988,183 5,623,875 21,038,289 35,547,415
Group Annuity
Contracts with insurance companies,
at contract value (Note 7) 29,223,805 29,223,805
Receivables:
Participant contributions 84,479 96,143 38,589 122,755 341,966
Participant Notes receivable 1,394,078 1,394,078
Employer contributions 651,829 651,829
Accrued income 3,025 4,839 7,864
Receivable for investments sold
----------- ----------- ----------- ----------- -----------
Total assets 2,642,797 38,065,490 5,682,464 21,181,044 67,571,795
Amounts payable to participants 24,915 561,564 9,904 269,111 865,494
---------- ----------- ----------- ----------- -----------
Net assets available for plan
benefits $2,617,882 $37,503,926 $5,672,560 $20,911,933 $66,706,301
=========== =========== ========== =========== ===========
</TABLE>
<PAGE> 10
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1993
-------------------------------------------------------------------------
COMPANY AGGRESSIVE
STOCK INCOME BALANCED STOCK
FUND FUND FUND FUND TOTAL
---------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions (deductions) in
net assets available for
plan benefits:
Interest and dividends $ 40,288 $ 2,233,122 $ 372,900 $ 251,816 $ 2,898,126
Net appreciation
(depreciation) in fair
value of investments (339,432) (138,417) 471,469 4,901,986 4,895,606
Contributions by
participants 1,082,400 1,368,993 708,037 1,810,016 4,969,446
Contributions by
employer 827,335 827,335
Payments on
participants'
notes receivable
Benefit payments to
participants (201,638) (1,440,223) (164,477) (589,447) (2,395,785)
Interfund transfers 5,956 2,171,265 (401,012) (1,776,209)
---------- ----------- ---------- ----------- -----------
Net increase (decrease)
in net assets available
for plan benefits 1,414,909 4,194,740 986,917 4,598,162 11,194,728
Net assets available for plan
benefits, beginning of year 2,617,882 37,503,926 5,672,560 20,911,933 66,706,301
---------- ----------- ---------- ----------- -----------
Net assets available for plan
benefits, end of year $4,032,791 $41,698,666 $6,659,477 $25,510,095 $77,901,029
========== =========== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1992
-------------------------------------------------------------------------
COMPANY AGGRESSIVE
STOCK INCOME BALANCED STOCK
FUND FUND FUND FUND TOTAL
---------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions (deductions) in
net assets available for
plan benefits:
Interest and dividends $ 8,707 $ 2,099,521 $ 430,359 $ 2,920,663 $ 5,459,250
Net appreciation
(depreciation) in fair
value of investments 269,439 (326,592) (29,364) (1,584,998) (1,671,515)
Contributions by
participants 976,852 1,782,187 521,196 1,719,592 4,999,827
Contributions by
employer 1,358,796 1,358,796
Payments on
participants'
notes receivable 317,149 317,149
Benefit payments to
participants (91,117) (3,346,567) (203,777) (1,061,466) (4,702,927)
Interfund transfers 95,205 (4,365,981) (98,313) 4,369,089
---------- ----------- ---------- ----------- -----------
Net increase (decrease)
in net assets available
for plan benefits 2,617,882 (3,840,283) 620,101 6,362,880 5,760,580
Net assets available for plan
benefits, beginning of year 41,344,209 5,052,459 14,549,053 60,945,721
---------- ----------- ---------- ----------- -----------
Net assets available for plan
benefits, end of year $2,617,882 $37,503,926 $5,672,560 $20,911,933 $66,706,301
========== =========== ========== =========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
<PAGE> 11
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
GENERAL
The BW/IP International, Inc. Capital Accumulation Plan
(the "Plan") is a defined contribution plan covering all
U.S. employees of BW/IP International, Inc. (the
"Company"). An employee is eligible to participate in
the Plan on the first day of the calendar quarter
following the completion of three calendar months of
employment commencing on his date of hire by the Company.
The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Although it has not expressed any intention to do so,
the Company has the right, under the terms of the Plan,
to terminate the Plan subject to ERISA provisions.
The Plan is administered by a Committee of
at least three persons appointed by the Board of
Directors of the Company.
CONTRIBUTIONS
Employee contributions to the Plan are based upon a
percentage of gross pay as designated by each
participant. Participants may contribute up to 16% of
their annual wages before bonuses. Contributions are
invested based on each participant's election in one or
more of the following funds: Company Stock Fund, Income
Fund, Balanced Fund, and Aggressive Stock Fund.
The Company makes matching contributions of 25% of the
first 6% of a participant's pre-tax or after-tax
contribution and after the end of the fiscal year the
Company may make an additional matching contribution of
up to 75% of the first 2% of a participant's pre-tax or
after-tax contribution, based upon the Company's
performance during the year. The Company intends to make
all matching contributions in shares of common stock of
BW/IP, Inc. (formerly known as BWIP Holding, Inc.), the
parent of BW/IP International, Inc.
PARTICIPANTS' ACCOUNTS
Each participant's account is credited with the
participant's contributions, Company matching
contributions, Plan earnings and forfeitures of
terminated participants' nonvested accounts. Allocations
are based on participants' account balances.
VESTING
All participant and Company contributions are fully
vested at all times.
BENEFIT PAYMENTS AND PARTICIPANT LOANS RECEIVABLE
Participants or beneficiaries may elect to withdraw
benefits upon termination of employment, retirement,
permanent disability, or death. Other withdrawals and
loans from the Plan can be made under certain
circumstances. Participants may generally borrow up to
50% of their vested balance and the loans are
collateralized by the participant's vested interest in
the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared
on the accrual basis of accounting in accordance with
generally accepted accounting principles.
VALUATION OF INVESTMENTS
Investments in collective investment funds and common
stock are stated at market value. Deposit contracts with
insurance companies are stated at contract value adjusted
to net realizable value (Note 7).
<PAGE> 12
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
INVESTMENT INCOME
Dividend and interest income are recorded as earned. The
net appreciation (depreciation) in the fair value of
investments consists of the realized gains or losses and
the unrealized appreciation (depreciation) on
investments.
3. NET ASSETS BY INVESTMENT OPTION
PLAN PARTICIPANTS MAY CHOOSE AMONG FOUR INVESTMENT
OPTIONS:
o Income Fund - The primary objective is to provide a
fixed rate of return while preserving principal.
The fund invests in Group Annuity Contracts (GACs)
issued by insurance companies, U.S. Treasury
securities, and high quality money market
instruments.
o Balanced Fund (Vanquard's Wellesley Income Fund) -
This fund emphasizes the idea of combining income
and growth in a single fund in order to reduce risk
and volatility through diversification. It invests
in stocks and bonds, changing the portion invested
in each as market conditions change. Stock
dividends and bond interest provide income, while
the securities offer the potential for capital
appreciation when stock markets rise or interest
rates fall.
o Aggressive Stock Fund (Fidelity Magellan Fund) -
The primary objective of this fund is to seek
maximum capital appreciation by identifying and
purchasing attractive, undervalued securities. The
fund invests in companies with substantial promise
of future earnings growth. Over time, it should
generate the highest returns.
o Company Stock Fund - This fund is made up
exclusively of shares of BW/IP, Inc. (formerly
known as BWIP Holding, Inc.) common stock. It
gives Company employees an opportunity to become a
part-owner of the Company and share in its
performance.
The Plan is exposed to credit loss for the amount of the
investments in the event of nonperformance by the other
parties to the investment transactions. Nonperformance
by the counterparties is not anticipated, except as
described in Note 7.
4. GROUP ANNUITY CONTRACTS WITH INSURANCE COMPANIES AND
INVESTMENTS
The Plan's deposits with insurance companies and
investments are held in trust funds administered by The
Northern Trust Company of Chicago, Illinois, the Plan's
Trustee ("Trustee").
5. TAX STATUS
A determination letter has been received from the United
States Treasury Department which qualifies the Plan for
tax-exempt status under Section 401(a) of the Internal
Revenue Code and for exemption from federal income taxes
under the provisions of Section 501(a).
Subsequent Plan amendments are not included in the
determination letter. The Plan sponsor believes that the
Plan, as presently amended, will continue to qualify
under applicable provisions of the Internal Revenue Code
and will thereby be exempt from federal income taxes.
<PAGE> 13
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
6. ADMINISTRATIVE EXPENSES
Expenses incurred by the Plan for accounting and
administration are borne by the Company. Such expenses
amounted to $262,566 and $258,447 for the plan years
ended December 31, 1993 and 1992, respectively.
7. EXECUTIVE LIFE GROUP ANNUITY CONTRACT
At December 31, 1990, the Plan held a Group Annuity
Contract ("GAC") in the amount of $8,009,755, issued by
Executive Life Insurance Company ("Executive Life"). The
terms of the GAC included interest at an annual rate of
10.01% with scheduled maturity on June 30, 1992.
On April 11, 1991, as a result of the State of California
Insurance Commissioner's application for Order of
Conservation, the Superior Court of California placed
Executive Life of California into conservatorship. In
connection therewith, the payment of certain obligations,
including the Plan's GAC investment, was frozen. As a
result of the above action, the Plan's Administration
Committee formally segregated all assets of the Plan's
Guaranteed Income Fund, which had been invested in the
Executive Life GAC, into a new fund, named the "Executive
Life Fund." As of that date, assets of the Executive
Life Fund were allocated to participants' accounts based
on their respective percentage interests in the
Guaranteed Income Fund of the Plan, and were then frozen
to all activity, including transfer and withdrawal of
funds, and interest thereon was no longer accrued. The
value of the GAC frozen at April 11, 1991 was
$8,224,018 of which interest of $214,263 was not included
in the December 31, 1991 financial statements resulting
in an adjusted carrying value of $8,009,755. The carrying
value of the GAC was further reduced in the December 31,
1992 financial statements by $196,938 resulting
in an adjusted value of $7,812,817.
On May 5, 1992, court approval was given to the buyout of
Executive Life by a French investment group. On March
22, 1993, the State of California Court of Appeals
overturned the State of California Insurance
Commissioner's Rehabilitation Plan citing certain
deficiencies that had to be corrected. On June 6, 1993,
a Revised Rehabilitation Plan was presented to the Court
of Appeals and subsequently approved effective September
3, 1993.
In December 1993, Executive Life retroactively adjusted
the original GAC from $8,224,018 to $8,317,228. This
adjusted value is used for calculating all settlement
amounts.
The Revised Rehabilitation Plan provided for an election
between two scenarios: "Opting In" with recovery
estimated at approximately 87% plus any state guarantee
funds but no payment until September 3, 1998, or "Opting
Out" with recovery estimated at approximately 84% without
any state guarantee funds but a first quarter 1994
payment of approximately 57% plus nominal interest, with
the balance to be paid periodically over approximately
five years.
The Plan's Administrative Committee elected the "Opting
Out" scenario, causing a payment totaling $4,741,055 to
be made by Executive Life in two installments. The first
installment of $1,384,868 was received in December 1993
and the second installment of $3,356,187 was received in
March 1994. These funds, along with $55,710 interest,
were transferred to the Income Fund with special
provisions for participants to further elect to transfer
their respective allocated amounts to other funds or make
withdrawals in accordance with Plan provisions.
Based on the "Opting Out" scenario and an analysis of the
most likely recovery from the state guarantee funds,
management determined that the carrying value of the GAC
at December 31, 1993 should be reduced by an additional
$260,774. Thus, the resulting carrying value at December
31, 1993 is estimated at $6,167,175 which reflects the
payment of $1,384,868 in December, 1993 and the
adjustment for net realizable value. The ultimate net
realizable value is subject to recovery of funds from
holdbacks, trusts and other adjustments, along with state
guarantee funds.
<PAGE> 14
SUPPLEMENTAL SCHEDULES
<PAGE> 15
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
SCHEDULE I -- ITEM 27A SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT, INCLUDING CURRENT VALUE AT
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, DECEMBER 31,
LESSOR, OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST 1993 VALUE
- ---------------------------- ------------------------------------ ----------- ----------
<S> <C> <C> <C>
Investment Companies
- --------------------
Fidelity Magellan Fund, Inc. 358,574 shares $22,431,296 $25,404,937
Vanguard Wellesley Income Fund 340,313 shares 6,222,950 6,547,628
Vanguard Fixed Income Fund 692,923 shares 7,282,359 7,164,824
----------- -----------
Total investment companies 35,936,605 39,117,389
U.S. Corporation Common Stock
- -----------------------------
BW/IP, Inc. (formerly known
as BWIP Holding, Inc.) 149,967 shares, common stock, Class A 3,828,709 3,786,667
Contracts with Insurance Companies
- ----------------------------------
Executive Life Insurance Company(1) Group Annuity Contract, Compound Bullet,
10.01% annual rate, maturity 6/30/92 7,612,678 6,167,175
Canada Life Assurance Company Group Annuity Contract, Compound Bullet,
6.35% annual rate, maturity 9/30/94 5,732,955 5,732,955
Metropolitan Life Insurance Company Group Annuity Contract, Compound Bullet,
6.87% annual rate, maturity 9/30/95 5,796,479 5,796,479
----------- -----------
Total contracts with insurance
companies 19,142,112 17,696,609
Participant loans
- -----------------
Participant loans receivable Loans to Plan participants, varying interest
rates and maturities, collateralized by
vested interest in individual Plan accounts 1,790,258 1,790,258
Cash and Short-Term Investments
- -------------------------------
Northern Trust Company Collective
Short-Term Investment Fund 15,069,896 units, par value 15,069,896 15,069,896
----------- -----------
Total assets held for investment $75,767,580 $77,460,819
=========== ===========
</TABLE>
- -----------------
(1) Refer to Note 7 of accompanying financial statements.
<PAGE> 16
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
SCHEDULE II - ITEM 27D SCHEDULE OF REPORTABLE TRANSACTIONS
- ----------------------------------------------------------------
<TABLE>
<CAPTION> DESCRIPTION OF CURRENT VALUE
ASSET (INCLUDE) OF ASSETS ON NET
IDENTITY OF INTEREST RATE AND MATURITY PURCHASE SELLING COST OF TRANSACTION REALIZED GAIN
PARTY INVOLVED IN CASE OF A LOAN PRICE PRICE ASSET DATE (LOSS)
-------------- -------------------------- -------- ------- ------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
The Northern Trust Company Northern Trust Company $26,357,796 $26,357,796 $26,357,796
Collective Short-Term
Investment Funds
The Northern Trust Company Northern Trust Company $11,740,436 11,740,436 11,740,436
Collective Short-Term
Investment Funds
Fidelity Management and Fidelity Magellan Fund, Inc. 4,195,049 4,195,049 4,195,049
Research Company
Fidelity Management and Fidelity Magellan Fund, Inc. 4,730,387 2,213,366 4,730,387 $2,517,021
Research Company
New York Life Insurance Group Annuity Contract, 11,618,834 11,618,834 11,618,834
Company Compound Bullet
9.40% annual rate,
maturity 12/31/93
The Vanguard Group Vanguard Wellesley Income Fund 1,289,571 1,289,571 1,289,571
The Vanguard Group Vanguard Wellesley Income Fund 705,089 648,279 705,089 56,810
BW/IP, Inc. (formerly known Common Stock, Class A 2,540,362 2,540,362 2,540,362
as BWIP Holding, Inc.)
BW/IP, Inc. (formerly known Common Stock, Class A 245,264 261,059 245,264 (15,795)
as BWIP Holding, Inc.)
</TABLE>
Note - Under ERISA, a reportable transaction is a transaction or series of
transactions during the period that involves more than 5% of the fair value of
plan assets at the beginning of the period.
