<PAGE>
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, 1994
-------------------------
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>
FINANCIAL STATEMENTS
- --------------------
Page(s)
-------
(1) Report of Independent Accountants 4
(2) Consent of Independent Accountants 5
(3) Financial Statements of the BW/IP International, Inc.
Capital Accumulation Plan
Statements of Net Assets Available for Plan
Benefits, with Fund Information As Of
December 31, 1994 and 1993 7-8
Statements of Changes in Net Assets Available
For Plan Benefits, with Fund Information for the
Years Ended December 31, 1994 and 1993 9-10
Notes to Financial Statements 11-15
Supplemental Schedules:
Item 27a - Assets held for Investment Purposes As Of
December 31, 1994 17
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1994 18
Page 2 of 18
<PAGE>
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, 1995 /s/ D. G. Taylor
--------------------------------------
D. G. Taylor
Chairman
Page 3 of 18
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and
Administration Committee of the
BW/IP International, Inc.
Capital Accumulation Plan
In our opinion the accompanying statements of net assets available for plan
benefits and the related statements 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, 1994 and 1993 and the changes in the net assets available
for plan benefits for the years 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 audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which 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 disclosure 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 audits provide a
reasonable basis for the opinion expressed above.
Our audits were 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 analyses and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for benefits and the changes in net assets
available for benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the audit
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.
PRICE WATERHOUSE LLP
Costa Mesa, California
June 9, 1995
Page 4 of 18
<PAGE>
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 9, 1995 appearing in the Annual Report of the
BW/IP International, Inc. Capital Accumulation Plan on Form 11-K for the year
ended December 31, 1994.
PRICE WATERHOUSE LLP
Costa Mesa, California
June 9, 1995
Page 5 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
REPORT AND FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
Page 6 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1994
---------------------------------------------------------------------------------
FUND INFORMATION
---------------------------------------------------------------------------------
COMPANY AGGRESSIVE
STOCK INCOME BALANCED STOCK LOAN
FUND FUND FUND FUND FUND TOTAL
---------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 47,306 $ 3,180,446 $ 20,000 $ 20,386 $ 5,556 $ 3,273,694
Investments, at fair value:
Investment companies 4,410,903 7,031,565 26,296,445 37,738,913
Group Annuity Contracts
with insurance companies
at contract value (Note 7) 30,510,141 30,510,141
Participant loans 2,312,433 2,312,433
Receivables:
Participant contributions 65,572 82,029 49,735 152,814 350,150
Employer contributions 623,599 623,599
Accrued income 26,204 18,509 64 165 195 45,137
---------- ----------- ---------- ----------- ---------- -----------
Net assets available for plan benefits $5,173,584 $33,791,125 $7,101,364 $26,469,810 $2,318,184 $74,854,067
========== =========== ========== =========== ========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
Page 7 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1993
---------------------------------------------------------------------------------
FUND INFORMATION
---------------------------------------------------------------------------------
COMPANY AGGRESSIVE
STOCK INCOME BALANCED STOCK LOAN
FUND FUND FUND FUND FUND TOTAL
---------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 20,017 $14,970,417 $ 67,698 $ 11,664 $ 100 $15,069,896
Investments, at fair value:
Investment companies 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
Participant loans 1,790,258 1,790,258
Receivables:
Participant contributions 92,340 161,765 55,895 155,002 465,002
Employer contributions 70,635 70,635
Investments sold 72,594 72,594
Accrued income 11,875 7,608 56 59 46 19,644
---------- ----------- ---------- ----------- ---------- -----------
Net assets available for plan benefits $4,054,128 $40,001,223 $6,671,277 $25,571,662 $1,790,404 $78,088,694
========== =========== ========== =========== ========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
Page 8 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
- -------------------------------------------------------------------------
INFORMATION
- -----------
<TABLE>
<CAPTION>
FOR THE PLAN YEAR ENDED DECEMBER 31, 1994
--------------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------------------------------
COMPANY AGGRESSIVE
STOCK INCOME BALANCED STOCK LOAN
FUND FUND FUND FUND FUND TOTAL
------------ ------------ ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Additions (deductions) in net assets
available for plan benefits:
Interest and dividends $ 87,421 $ 1,874,206 $ 434,122 $ 49,010 $ 160,357 $ 2,605,116
Net depreciation
in fair value of investments (1,325,428) (570,192) (732,286) (529,355) (3,157,261)
Contributions by participants 1,077,073 539,858 835,101 2,526,708 4,978,740
Contributions by employer 1,384,368 1,384,368
Benefit payments to
participants (557,882) (5,942,771) (622,923) (1,922,014) (9,045,590)
Interfund transfers 453,904 (2,111,199) 516,073 773,799 367,423
----------- ----------- ---------- ----------- ---------- -----------
Net increase (decrease) in net assets
available for plan benefits 1,119,456 (6,210,098) 430,087 898,148 527,780 (3,234,627)
Net assets available for plan benefits,
beginning of year 4,054,128 40,001,223 6,671,277 25,571,662 1,790,404 78,088,694
----------- ----------- ---------- ----------- ---------- -----------
Net assets available for plan benefits,
end of year $ 5,173,584 $33,791,125 $7,101,364 $26,469,810 $2,318,184 $74,854,067
=========== =========== ========== =========== ========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
Page 9 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
- -------------------------------------------------------------------------
INFORMATION
- -----------
<TABLE>
<CAPTION>
FOR THE PLAN YEAR ENDED DECEMBER 31, 1993
-------------------------------------------------------------------------------------
FUND INFORMATION
-------------------------------------------------------------------------------------
COMPANY AGGRESSIVE
STOCK INCOME BALANCED STOCK LOAN
FUND FUND FUND FUND FUND TOTAL
----------- ------------ ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Additions (deductions) in net assets
available for plan benefits:
Interest and dividends $ 40,288 $ 2,124,305 $ 372,900 $ 251,816 $ 108,817 $ 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
Benefit payments to (205,216) (1,908,826) (162,581) (796,991) (3,073,614)
participants
Interfund transfers 5,956 1,883,756 (401,012) (1,776,209) 287,509
---------- ----------- ---------- ----------- ---------- -----------
Net increase in net assets
available for plan benefits 1,411,331 3,329,811 988,813 4,390,618 396,326 10,516,899
Net assets available for plan benefits,
beginning of year 2,642,797 36,671,412 5,682,464 21,181,044 1,394,078 67,571,795
---------- ----------- ---------- ----------- ---------- -----------
Net assets available for plan benefits,
end of year $4,054,128 $40,001,223 $6,671,277 $25,571,662 $1,790,404 $78,088,694
========== =========== ========== =========== ========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
Page 10 of 18
<PAGE>
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. Additional matching contributions were
$563,340.00 and $0.00 in Plan years 1994 and 1993, respectively.
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
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.
Page 11 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
Amounts payable to employees who had withdrawn from the plan as of December
31, 1994 were $40,497 for the Company Stock Fund, $744,619 for the Income
Fund, $817,865 for the Aggressive Stock Fund, and $151,885 for the Balanced
Fund. Such amounts were $21,337, $92,961, $61,567, and $11,800,
respectively, at December 31, 1993.
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).
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) of
investments.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1993 amounts to conform
them to 1994 financial statement presentation.
3. NET ASSETS BY INVESTMENT OPTION
Plan participants may choose among four investment options:
. 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.
. Balanced Fund (Vanguard'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.
Page 12 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
. 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.
. 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.
6. ADMINISTRATIVE EXPENSES
Expenses incurred by the Plan for accounting and administration are borne
by the Company. Such expenses amounted to $274,794 and $262,566 for the
plan years ended December 31, 1994 and 1993, respectively.
Page 13 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
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
and 1993 financial statements by $196,938 and $260,774, respectively,
resulting in adjusted values of $7,812,817 and $6,167,175, respectively.
On May 5, 1992, court appoval 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. The 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 forecasted by legal counsel at approximately 84%
without full assurance of 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.
Page 14 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
The Plan's Administrative Committee elected the "Opting Out" scenario,
causing a payment totaling $5,691,803 to be made by Executive Life in three
installments. The first installment of $1,384,868 was received in December
1993, the second installment of $3,356,187 was received in March 1994, and
the third installment of $950,748 was received in March 1995. 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. The interest received was treated as a
reduction in the principal amount of the investment. Future receipts of
interest will be treated similarly.
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 of $2,755,278 at December 31, 1994 reflects its
best estimate of the future payments to be received. The ultimate net
realizable value is subject to recovery of funds from holdbacks, trusts,
and other adjustments, along with state guarantee funds.
Page 15 of 18
<PAGE>
SUPPLEMENTAL SCHEDULES
Page 16 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
SCHEDULE I - ITEM 27a 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 1994
---------------------------- -------------------------------------- ----------- ----------------
<S> <C> <C> <C>
Investment Companies
- --------------------
Fidelity Magellan Fund, Inc. 393,659 shares $24,937,935 $26,296,445
Vanguard Wellesley Income Fund 412,409 shares 7,507,758 7,031,565
----------- -----------
Total investment companies 32,445,693 33,328,010
U.S. Corporation Common Stock
- -----------------------------
BW/IP, Inc. (formerly known as
BWIP Holding, Inc.) 257,571 shares, common stock, Class A 5,568,478 4,410,903
Contracts with Insurance Companies
- ----------------------------------
Executive Life Insurance Company /1/ Group Annuity Contract, Compound Bullet,
10.01% annual rate, maturity 6/30/92 4,486,604 2,755,278
Canada Life Assurance Company Group Annuity Contract, Compound Bullet,
6.30% annual rate, maturity 9/30/96 5,156,389 5,156,389
MetLife Life Insurance Company Group Annuity Contract, Compound Bullet,
6.87% annual rate, maturity 9/30/95 6,194,698 6,194,698
CNA Insurance Company Group Annuity Contract, Compound Bullet,
6.90% annual rate, maturity 3/31/97 and 3/31/98 5,104,359 5,104,359
Commonwealth Group Annuity Contract, Compound Bullet,
6.83% annual rate, maturity 3/31/96 and 9/30/98 5,104,248 5,104,248
Principal Mutual Life Insurance Company Group Annuity Contract, Compound Bullet,
7.15% annual rate, maturity 3/31/99 5,178,113 5,178,113
Hartford Life Insurance Group Annuity Contract, Compound Bullet,
5.69% floating annual rate, maturity 12/31/94 1,017,056 1,017,056
----------- -----------
Total contracts with insurance
companies 32,241,467 30,510,141
Participant loans
- -----------------
Participant loans Loans to Plan participants, varying interest 2,312,433 2,312,433
receivable rates and maturities, collateralized by
vested interest in individual Plan accounts
Cash and Short-Term Investments
- -------------------------------
Northern Trust Company Collective
Short-Term Investment Fund 3,273,694 units, par value 3,273,694 3,273,694
----------- -----------
Total assets held for investment $75,841,765 $73,835,181
=========== ===========
</TABLE>
/1/ Refer to Note 7 of accompanying financial statements.
Page 17 of 18
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
SCHEDULE II-ITEM 27D SCHEDULE OF REPORTABLE TRANSACTIONS
- --------------------------------------------------------
<TABLE>
<CAPTION>
Itentity of Purchase Selling
Party Involved Description of Asset Price Price
-------------- -------------------- ------------ -----------
<S> <C> <C> <C>
The Northern Trust Company Northern Trust Company
Collective Short-Term
Investment Funds $53,889,669
The Northern Trust Company Northern Trust Company
Collective Short-Term
Investment Funds $65,685,871
Fidelity Management and Fidelity Magellan
and Research Company Fund, Inc. 4,295,928
The Vanguard Group Vanguard Fixed
Income Fund 9,257,525
Canada Life Insurance Company Group Annuity Contract,
Compound Bullet, 6.35%
annual rate, maturity 9/30/94 6,002,271
Canada Life Insurance Company Group Annuity Contract,
Compound Bullet, 6.35%
annual rate, maturity 9/30/94 5,156,389
Principal Mutual Insurance Group Annuity Contract, Compound
Company Bullet, 7.15%, maturity 3/31/99 5,178,113
CNA Insurance Company Group Annuity Contract, Compound
Bullet, 6.l90% annual rate,
maturity 3/31/97 and 3/31/98 5,104,359
Commonwealth Life Insurance Group Annuity Contract, Compound
Company Bullet, 6.83% annual rate,
maturity 3/31/96 and 9/30/98 5,104,248
Federated Investment Federated Short and Intermediate
Counseling Term Government Fund 9,478,271
Federated Investment Federated Short and Intermediate
Counseling Term Government Fund 9,281,445
<CAPTION>
Current value
Expense of Asset on Net
Itentity of Lease Incurred with Cost of Transaction Realized
Party Involved Rental Transaction Asset Date Gain/(loss)
-------------- ------ ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
The Northern Trust Company $53,889,669 $53,889,669
The Northern Trust Company 65,685,871 65,685,871
Fidelity Management and
and Research Company 4,295,928 4,295,928
The Vanguard Group 9,748,426 9,257,525 $(490,901)
Canada Life Insurance Company 6,002,271 6,002,271
Canada Life Insurance Company 5,156,389 5,156,389
Principal Mutual Insurance
Company 5,178,113 5,178,113
CNA Insurance Company 5,104,359 5,104,359
Commonwealth Life Insurance
Company 5,104,248 5,104,248
Federated Investment
Counseling 9,478,271 9,478,271
Federated Investment
Counseling 9,478,271 9,281,445 (196,826)
</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.
Page 18 of 18
