<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, 1995
-----------------
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 1 of 16
<PAGE>
FINANCIAL STATEMENTS
- --------------------
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C> <C>
(1) Report of Independent Accountants 4
(2) Consent of Independent Accountants 5
(3) Financial Statement of the BW/IP International, Inc.
Capital Accumulation Plan
Statement of Net Assets Available for Plan
Benefits, with Fund Information as of
December 31, 1995 and 1994 7-8
Statement of Changes in Net Assets Available
For Plan Benefits, with Fund Information for the Years
Ended December 31, 1995 and 1994 9-10
Notes to Financial Statements 11-14
Supplemental Schedules:
Item 27a - Assets held for Investment Purposes As Of
December 31, 1995 15
Item 27d - Schedule of Reportable Transactions For
the Year Ended December 31, 1995 16
</TABLE>
Page 2 of 16
<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 27, 1996 /s/ D. G. TAYLOR
----------------
D. G. Taylor
Chairman
Page 3 of 16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and
Administrative 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, 1995 and 1994 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 Administrative Committee; 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 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 the Plan's
Administrative Committee, 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 analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statements of net assets
available for plan benefits and the statements of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and the changes in net
assets available for benefits of each fund. Schedules I and II and the Fund
Information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Los Angeles, California
June 14, 1996
Page 4 of 16
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-44806 and No. 33-64143) of BW/IP, Inc. of our
report dated June 14, 1996 appearing in the Annual Report of the BW/IP
International, Inc. Capital Accumulation Plan on Form 11-K for the year ended
December 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Los Angeles, California
June 14, 1996
Page 5 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
REPORT AND FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
Page 6 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1995
-----------------------------------------------------------------------------------
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 $ 470,276 $ 2,563,211 $ 20,000 $ 20,000 $ 33,055 $ 3,106,542
Investments, at fair value:
Common stock 6,217,167 6,217,167
Registered investment companies 8,833,689 32,275,878 41,109,567
Group Annuity Contracts with insurance
companies at contract value (Note 7) 30,409,219 30,409,219
Participant loans 2,564,698 2,564,698
Receivables:
Participant contributions 69,378 85,526 51,179 169,267 375,350
Employer contributions 63,503 63,503
Accrued income 40,627 12,752 173 345 144 54,041
---------- ----------- ---------- ---------------- ---------- -----------
Net assets available for plan benefits $6,860,951 $33,070,708 $8,905,041 $ 32,465,490 $2,597,897 $83,900,087
========== =========== ========== ================ ========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
Page 7 of 16
<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:
Common stock 4,410,903 4,410,903
Registered investment companies 7,031,565 26,296,445 33,328,010
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 8 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------------
FOR THE PLAN YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------------------
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 $ 151,172 $ 1,938,099 $ 466,407 $ 224,458 $ 141,812 $ 2,921,948
Net appreciation (depreciation) in fair
value of investments (270,204) 1,493,887 9,157,541 10,381,224
Contributions by participants 927,889 944,837 751,585 2,158,257 4,782,568
Contributions by employer 784,718 784,718
Benefit payments to participants (524,230) (4,525,646) (679,160) (4,095,402) (9,824,438)
Interfund transfers 618,022 922,293 (229,042) (1,449,174) 137,901
---------- ------------ ----------- ----------- ---------- -----------
Net increase (decrease) in net
assets available for plan benefits 1,687,367 (720,417) 1,803,677 5,995,680 279,713 9,046,020
Net assets available for plan benefits,
beginning of year 5,173,584 33,791,125 7,101,364 26,469,810 2,318,184 74,854,067
---------- ------------ ----------- ----------- ---------- -----------
Net assets available for plan benefits,
end of year $6,860,951 $33,070,708 $ 8,905,041 $32,465,490 $2,597,897 $83,900,087
========== ============ =========== =========== ========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
Page 9 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
- -------------------------------------------------------------------------------------
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 appreciation (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 10 of 16
<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 an
Administrative 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 on a pre-tax or after-tax basis.
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., the
parent of BW/IP International, Inc. Additional matching contributions were $0
and $563,340 in Plan years 1995 and 1994, respectively.
PARTICIPANTS' ACCOUNTS
Each participant's account is credited with the participant's contributions,
Company matching contributions and Plan earnings. Allocations of earnings 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 the lesser of 50% of their vested balance or
$50,000. The loans are collateralized by the participant's vested interest in
the Plan.
Amounts payable to employees who had withdrawn from the plan as of December
31, 1995 were $32,047 for the Company Stock Fund, $199,031 for the Income
Fund, $46,758 for the Aggressive Stock Fund, and $130,704 for the Balanced
Fund. Such amounts were $40,497, $744,619, $817,865, and $151,885,
respectively, at December 31, 1994.
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.
Page 11 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
INVESTMENT INCOME
Dividend and interest income are recorded as earned. The net appreciation or
depreciation in the fair value of investments comprises realized gains or
losses and unrealized appreciation or depreciation of investments.
CASH AND CASH EQUIVALENTS
For reporting purposes, the Plan's Administrative Committee considers all
short-term highly liquid investments with maturities of three months or less
at the date of acquisition to be cash equivalents.
DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
Certain differences exist between the financial statements and the Form 5500.
These differences primarily comprise adjustments made to conform the
financial statements to the accrual method of accounting as required by
generally accepted accounting standards, adjustments necessary to write down
the value of an investment to its estimated net realizable value for
financial statement purposes (Note 7), and other miscellaneous differences.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of net assets available for plan benefits
and of changes in net assets available for plan benefits at the date of the
financial statements and during the respective reporting periods. Actual
results could differ from those estimates.
VALUATION OF INVESTMENTS AND DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL
INSTRUMENTS
The carrying amounts of cash, cash equivalents and contributions and
investment income receivable approximate fair value because of the short
maturity of these instruments. Investments in common stock are stated at
market value. Investments in registered investment companies are stated at
net asset value. The carrying amounts of investments in common stock and
registered investment companies approximate fair value based upon market
quotes at December 31, 1995. Group Annuity Contracts are stated at contract
value adjusted to net realizable value (Note 7). The carrying values of
Group Annuity Contracts approximate fair value based upon current rates
offered to the Company for investments of the same remaining maturity.
Participant loans are stated at cost which approximates fair value.
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.
. 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.
. 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.
. Company Stock Fund - This fund is made up exclusively of shares of BW/IP,
------------------
Inc. common stock.
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.
Page 12 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
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 approximately $243,000 and $275,000
for the plan years ended December 31, 1995 and 1994, 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 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 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.
Page 13 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
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.
The Plan's Administrative Committee elected the "Opting Out" scenario,
causing payments totaling $6,741,515 to be made by Executive Life from
December 1993 to October 1995. These funds, along with $58,866 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 $751,663 at December 31, 1995 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. Actual recoveries may differ
from management's estimate. However, based upon a payment of $369,549
received in May 1996, the amount of future losses will not exceed $382,114.
Page 14 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
SCHEDULE 1 - 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 1995
- ----------------------------- ------------------------------------ ----------------- ----------------
<S> <C> <C> <C>
Investment Companies
- -----------------------------
Fidelity Magellan Fund, Inc. 375,388 shares $24,736,118 $32,275,878
Vanguard Wellesley Income Fund 432,177 shares 7,966,320 8,833,689
----------------- ----------------
Total investment
companies 32,702,438 41,109,567
U.S. Corporation Common Stock
- -----------------------------
BW/IP, Inc. 376,798 shares, common stock, Class A, 7,408,002 6,217,167
$0.01 par value
Contracts with Insurance Companies
- ----------------------------------
Executive Life Insurance Company/1/ Group Annuity Contract, 10.01%
annual rate, maturity 6/30/92 2,650,836 751,663
Canada Life Assurance Company Group Annuity Contract, 6.30%
annual rate, maturity 9/30/96 5,078,442 5,078,442
John Hancock Insurance Company Group Annuity Contract, 6.27%
annual rate, maturity 9/30/99 4,061,204 4,061,204
CNA Insurance Company Group Annuity Contract, 6.90%
annual rate, maturity 3/31/98 5,456,251 5,456,251
New York Life Insurance Company Group Annuity Contract, 6.30%
annual rate, maturity 9/30/99 4,061,225 4,061,225
Commonwealth Insurance Company Group Annuity Contract, 6.83%
annual rate, maturity 9/30/98 5,452,617 5,452,617
Principal Mutual Life Group Annuity Contract, 7.15%
Insurance Company annual rate, maturity 3/30/99 5,547,817 5,547,817
----------------- ----------------
Total contracts with insurance companies 32,308,392 30,409,219
Participant loans
- -----------------------------
Participant loans Loans to Plan participants, interest 2,564,698
rates ranging from 6.76% to 10.45%,
maturity dates ranging from January
1996 to November 2010, collateralized
by vested interest in individual
Plan accounts
Cash and Short-Term Investments
- -------------------------------
Northern Trust Company
Collective
Short-Term Investment Fund 3,106,542 units, $1.00 par value 3,106,542 3,106,542
----------------- ----------------
Total assets held for investment $75,525,374 $83,407,193
================= ================
</TABLE>
Refer to Note 7 of accompanying financial statements.
Page 15 of 16
<PAGE>
BW/IP INTERNATIONAL, INC.
CAPITAL ACCUMULATION PLAN
SCHEDULE 11 - ITEM 27D SCHEDULE OF REPORTABLE TRANSACTIONS
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXPENSE CURRENT VALUE
INCURRED OF ASSET ON NET
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE WITH COST OF TRANSACTION REALIZED GAIN
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
- ------------------ ---------------- ----------- ----------- ------ ----------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Northern Trust Northern Trust $19,269,858 $19,269,858 $19,269,858
Company Company
Collective
Short-Term
Investment Funds
The Northern Trust Northern Trust $19,437,010 19,437,010 19,437,010
Company Company
Collective
Short-Term
Investment Funds
Fidelity Management Fidelity Magellan 4,357,702 4,357,702 4,357,702
and Research Fund, Inc.
Company
Fidelity Management Fidelity Magellan 7,535,809 4,559,518 7,535,809 $ 2,976,291
and Research Fund, Inc.
Company
MetLife Insurance Group Annuity 6,511,510 6,511,510 6,511,510
Company Contract,
Compound Bullet,
6.87% annual rate,
maturity 9/30/95
John Hancock Group Annuity 4,061,204 4,061,204 4,061,204
Insurance Company Contract,
Compound Bullet,
6.27% annual
rate, maturity
9/30/99
New York Life Group Annuity 4,064,999 4,064,999 4,064,999
Insurance Contract,
Company Compound
Bullet, 6.30%,
maturity 9/30/99
</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 16 of 16
