SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Fee Required)
For the fiscal year ended June 30, 1996
OR
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(No Fee Required)
For the transition period from
Commission File Number 33-17707
ARCO CHEMICAL COMPANY SAVINGS PLAN
(Title of the Plan)
ARCO CHEMICAL COMPANY
3801 West Chester Pike
Newtown Square, Pennsylvania 19073
(Name and address of principal executive
office of the issuer of the securities)
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ARCO CHEMICAL COMPANY SAVINGS PLAN
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
ARCO CHEMICAL COMPANY SAVINGS PLAN
/s/ CYNTHIA L. BENGTSON
By _____________________________
CYNTHIA L. BENGTSON
Secretary of the Savings Plan
Administrative Committee
Date: December 12, 1996
AMENDMENT NO. 1
TO
ARCO CHEMICAL COMPANY SAVINGS PLAN
___________________________
Pursuant to resolutions adopted by Board of Directors on
October 24, 1988, the ARCO Chemical Company Savings Plan (the
"Plan") is hereby amended effective as of July 1, 1994:
1. Subparagraph 1.2(b) of the Plan is amended to read as
follows:
"(b) In determining the Base Pay of a Member, the rules of
Section 414(q)(6) of the Code shall apply, except in
applying such rules, the term "family" shall include
only the spouse of the Member and any lineal descendants
of the Member who have not attained age 19 before the close of
the year. If, as a result of the application of such
rules the adjusted Base Pay limitation is exceeded,
then the limitation shall be prorated among the
affected individuals in proportion to each such
individual's Base Pay as determined under this
paragraph prior to the application of this limitation."
2. Subparagraph 1.7(b)(vii) of the Plan is amended to read
as follows:
"(vii) Compensation, for purposes of this Paragraph 1.13
means compensation within the meaning of Section 415(c)(3)
of the Code without regard to Section 125, Section 402(e)(3)
and Section 402(h)(1)(B) of the Code."
3. A new Paragraph 4.6 is added to the Plan to read as follows:
"4.6 Exclusive Benefit
The corpus or income of the trust may not be divested
to or used for other than the exclusive benefit of the
Members and their beneficiaries and to defray
reasonable expenses of administering the Plan."
Executed this 1st day of April, 1996.
ATTEST ARCO CHEMICAL COMPANY
/s/ JOHN G. CHOU /s/ FRANK W. WELSH
By:_______________________ By:___________________________
FRANK W. WELSH
Vice President
Human Resources
AMENDMENT NO. 2
TO
ARCO CHEMICAL COMPANY SAVINGS PLAN
__________________________
Pursuant to resolutions adopted by Board of Directors on May 10,
1996, the ARCO Chemical Company Savings Plan (the "Plan") is hereby
amended effective as of August 5, 1996:
1. Paragraph 1.13 of the Plan is amended to read as follows:
"1.13 Subsidiary or Affiliate means:
(a) All corporations which are members of a controlled group of
corporations within the meaning of Section 1563(a) of the
Code [determined without regard to Section 1563(a)(4) and
Section 1563(e)(3)(c) of such Code] and of which ARCO
Chemical Company is then a member. For purposes of Sub-
paragraph 10.8(b), Subsidiary or Affiliate shall include
Lyondell Petrochemical Company and its Subsidiaries and
Affiliates; or
(b) All trades or businesses, whether or not incorporated,
which, under the Regulations prescribed by the Secretary of
the Treasury pursuant to Section 210(d) of ERISA or Section
414(c) of the Code are then under common control with
ARCO Chemical Company or, with respect to the last
sentence of Subparagraph 1.13(a), Lyondell Petrochemical
Company."
2. Section 5 of the Plan is amended to read as follows:
"SECTION 5
INVESTMENT OF MEMBERS' ACCOUNTS
5.1 Members' Accounts
The Administrator shall establish and maintain an
Account in the name of each Member. Separate records shall
be maintained with respect to the portion of a Member's
Account attributable to Member contributions under Section
3 and earnings thereon, and the portion of a Member's
Account attributable to Company contributions under Section
4 and earnings thereon.
5.2 Investment of Member Contributions
A Member may elect to have the contributions and
earnings thereon invested in any of the following
investment alternatives or combinations thereof, in the
proportion indicated by the Member in his or her investment
directions provided to the Administrator:
(a) In ARCO Chemical Company Common Stock;
(b) In the Money Market Fund, consisting of
specified types of fixed income investments such as
deposits in interest-bearing bank accounts,
certificates of deposit, corporate or governmental
obligations maturing in not more than five years,
financial futures contracts, deposits under a deposit
administration or similar contract issued by an
insurance company or in a commingled or common
investment account or fund established and maintained
by an investment advisor or a bank (which bank may be
the Trustee) and the assets of which are invested
primarily in debt obligations, or in any combination
thereof as ARCO Chemical Company or a delegate thereof
may determine;
(c) In the Equity Fund, consisting of specified
equity investments such as common or capital stock of
issuers (other than the Company, Subsidiaries or
Affiliates, or Lyondell
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Petrochemical Company or any of its Subsidiaries or
Affiliates), bonds, debentures or preferred stocks
convertible into common or capital stock of such
issuers, financial futures contracts, interests in any
commingled or common equity fund established and
maintained by an investment advisor or a bank (which
bank may be the Trustee), interests in any mutual fund
or other similar types of equity investments and cash
equivalent short-term investments maturing in less than
one year, or in any combination thereof as ARCO Chemical
Company or a delegate thereof may determine;
(d) In the Bond Fund, consisting of specified
types of fixed income investments, such as public
obligations of the United States or foreign
governments or their agencies, securitized financing
or corporate bonds of issuers (other than the Company,
Subsidiaries or Affiliates, or Lyondell Petrochemical
Company or any of its Subsidiaries or Affiliates),
debentures, financial futures contracts, interests in
any commingled or common fixed income fund established
and maintained by an investment advisor or bank (which
bank may be the Trustee), interests in any mutual fund
or other similar types of fixed income investments and
cash equivalent short-term investments, or in any
combination thereof as ARCO Chemical Company or a
delegate thereof may determine;
(e) In the International Equity Fund consisting
of specified investments in global issuers such as
common or capital stock (other than common or capital
stock of the Company, Subsidiaries or Affiliates, or
Lyondell Petrochemical Company or any of its
Subsidiaries or Affiliates), preferred stocks,
securities convertible into common or capital stock of
such issuers, financial futures contracts, currency
futures or options, forward currency contracts,
interests in any commingled or common equity fund
established and maintained by an investment advisor or
a bank (which bank may be the Trustee), interests in
any mutual fund or other similar types of equity
investments and cash equivalent investments, or
similar investments or in any combination thereof as
ARCO Chemical Company or a delegate thereof may
determine; or
(f) In the Balanced Fund consisting of units of
the Equity Fund, the International Equity Fund and the
Bond Fund. The weighing of the Balanced Fund shall be
approximately 45 percent Equity Fund, 15 percent
International Equity Fund and 40 percent Bond Fund.
5.3 Funds Invested in the Money Market Fund
(a) There shall be invested in the Money Market Fund:
(i) Amounts which a Member elects to
have so invested under Subparagraph 5.2(b); and
(ii) On an interim basis, amounts being
accumulated in a Member's Account for investment
under Subparagraphs 5.2(a), (c), (d), (e) and
(f).
(b) Subject to the requirement of Subparagraph
5.5(b), a Member may direct, once during each 15-
calendar-day period, that funds invested in the Money
Market Fund under Subparagraph 5.2(b) be invested in
any of the other permitted alternatives; provided,
that (i) only one direction whether made solely under
this subparagraph, or in combination with a direction
under Paragraph 5.5, may be made during a 15-calendar-
day period, and (ii) a direction under this
subparagraph may not be made earlier than seven days
following (A) the date of receipt by the Administrator
of a Member's application to make a withdrawal under
Paragraph 6.1, (B) the date a loan application is made
under Section 11, or (C) the date a loan repayment is
made under Subparagraph 11.8(c)(i).
(c) Interest shall be allocated on a monthly
basis to funds held for a Member in the Money Market
Fund as of the last day of a calendar month. However,
such allocation shall not be made with respect to
funds resulting from a conversion to cash of ARCO
Chemical
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<PAGE>
Company Common Stock, Equity Fund, Bond Fund,
International Equity Fund or Balanced Fund units which
occurred in the calendar month in which allocation of
interest is made.
5.4 Funds Invested in Atlantic Richfield Company Common Stock
(a) Subject to the requirements of Subparagraph
5.4(b) and (c), once during each 15-calendar-day
period a Member may direct that shares of Atlantic
Richfield Company Common Stock be converted to cash
and the proceeds thereof, less any applicable expenses
of sale, be invested in one of the options described
in Paragraph 5.2.
(b) Only one direction, whether made solely
under this paragraph or in combination with a
direction under Paragraphs 5.3 and/or 5.5, may be made
during a 15-calendar-day period.
(c) Directions under this paragraph may not be
made earlier than seven calendar days following (i)
the date of receipt by the Administrator of a Member's
application to make a withdrawal under Paragraph 6.1;
(ii) the date a loan application is made under Section
11; or (iii) the date a loan repayment is made under
Paragraph 11.8(c)(i).
5.5 Sale and Reinvestment of Common Stock, Equity Fund Units,
Bond Fund Units, International Equity Fund Units or Balanced
Fund Units
(a) A Member may direct that shares of ARCO
Chemical Company Common Stock, units of the Equity
Fund, Bond Fund, International Equity Fund and/or
Balanced Fund held in the Member's Account (including
shares and units transferred to the Plan from the
Predecessor Plan) be converted to cash and the
proceeds thereof, less any applicable expenses of
sale, be invested in a different option described in
Paragraph 5.2; provided, that (i) only one direction,
whether made solely under this subparagraph, or in
combination with a direction under Paragraph 5.3, may
be made during a 15-calendar-day period; (ii) a
direction under this subparagraph may not be made
earlier than seven calendar days following (A) the
date of receipt by the Administrator of a Member's
application to make a withdrawal under Paragraph 6.1,
(B) the date a loan application is made under Section
11, or (C) the date a loan repayment is made under
Subparagraph 11.8(c)(i);
(b) Proceeds of the conversion of shares of ARCO
Chemical Company Common Stock to cash may not be
reinvested in ARCO Chemical Company Common Stock until
15 calendar days after the date of such conversion.
Proceeds of the conversion of units of the Equity
Fund, Bond Fund, International Equity Fund or Balanced
Fund to cash may not be reinvested in the Equity Fund,
Bond Fund, International Equity Fund or Balanced Fund,
as the case may be, until 15 calendar days after the
date of such conversion.
5.6 Directives
All elections and directions by Members concerning the
investment of their Accounts shall be made in the manner
prescribed by the Administrator, shall be irrevocable and
shall become effective upon receipt by the Administrator.
5.7 Purchases and Sales of ARCO Chemical Company Common Stock
Effective December 1, 1995, purchases and sales of
Common Stock of ARCO Chemical Company shall be handled in
accordance with the following rules and such additional
procedures, consistent with such rules, which the
Administrator may establish from time to time:
(a) Purchases and sales of Common Stock of ARCO
Chemical Company pursuant to a Member's directive
under Paragraph 5.3 or 5.5, or to accommodate a
distribution or withdrawal pursuant to Section 6 or 7,
shall be made in the open-market as follows:
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(i) Each Wednesday and Friday the
Administrator shall execute an open-market
transaction, at a time determined at the
discretion of the Administrator, covering all
participant directives received by the
Administrator by such time as determined by the
Administrator, and communicated to Members, on
the preceding Company business day, except that
if a Wednesday or Friday is a Company holiday or
a day on which trading on the New York Stock
Exchange is closed, the transaction will occur on
the next day (a Wednesday or Friday) on which the
Plan executes a transaction in the open-market.
(ii) If an unforeseeable administrative
difficulty prevents the execution of the open-
market transaction otherwise scheduled for a
Wednesday or Friday, such transaction will be
executed on the first business day thereafter
which does not fall within one of the two
exceptions in Subparagraph 5.7(a)(i).
(iii) The Administrator may, in its discretion, match
the purchase and sale orders scheduled for an
open-market transaction and transact the net
purchase or sale, whichever the case may be.
The Administrator may also agree with the
Administrator of one or more other individual
account plans (as described in Section 3(34)
of ERISA, and which is maintained by the Company
or its Subsidiaries or Affiliates, and provides
for the same purchases and sales pursuant to
participant directives described in Paragraphs
5.3 and 5.5) to combine and match orders from all
of the plans and execute a "net" transaction, as
described above. The price per share allocated
to each purchase or sale order shall be the price
transacted for the "net" shares on the open-
market transaction date otherwise scheduled for
the orders under Subparagraph 5.7(a)(i). The
price transacted for a "net" transaction shall be
the price obtained on the open-market in the case
of a single transaction, and the weighted average
of the prices obtained on the open-market in the
case of multiple transactions.
(iv) Brokerage commissions, transfer
fees and other expenses actually incurred in any
such sale or purchase shall be equitably
allocated and added to the cost or subtracted
from the proceeds of all purchases or sales, as
the case may be, effected on a pricing day,
whether pursuant to the netting process described
in Subparagraph 5.7(a)(iii), or pursuant to
actual separate transactions per Member order.
(b) A Member may direct the Administrator to use
any available cash or funds held for the Member under
Subparagraph 5.2(b) to exercise any options, rights or
warrants issued with respect to ARCO Chemical Company
Common Stock in the Member's Account. In the absence
of such direction, or if there are no available funds,
any such option, right or warrant having a market
value shall be sold for the Member's Account.
5.8 Voting of ARCO Chemical Company Common Stock
(a) The Trustee shall vote whole shares of ARCO
Chemical Company Common Stock credited to each
Member's Account in accordance with such Members'
written instructions. Fractional shares of ARCO
Chemical Company Common Stock shall be aggregated into
whole shares of stock and voted by the Trustee, to the
nearest whole vote, in the same proportion as shares
are to be voted by the Trustee pursuant to Members'
written instructions. In the absence of voting
instructions by one or more Members, the Trustee shall
vote uninstructed shares, to the nearest whole vote,
in the same proportion as shares are to be voted by
the Trustee pursuant to Members' written instructions.
The Trustee shall vote unallocated shares, to the
nearest whole vote, in the same proportion as
allocated shares are to be voted by the Trustee
pursuant to Members' written instructions.
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<PAGE>
(b) The Trustee shall exercise rights other than
voting rights attributable to whole shares of ARCO
Chemical Company Common Stock credited to each
Member's Account in accordance with such Members'
written instructions. Rights attributable to
fractional shares of ARCO Chemical Company Common
Stock (which for this purpose shall be aggregated into
whole shares of stock) shall be exercised by the
Trustee in the same proportion as rights which are
exercised by the Trustee pursuant to Members' written
instructions. In the absence of instructions by one
or more Members, the Trustee shall exercise
uninstructed rights in the same proportion as rights
which are to be exercised by the Trustee pursuant to
Members' written instructions. The Trustee shall
exercise rights attributable to unallocated shares in
the same proportion as rights attributable to
allocated shares which are to be exercised by the
Trustee pursuant to Members' written instructions.
(c) The Trustee shall notify the Members of each
occasion for the exercise of voting rights and rights
other than voting rights within a reasonable time
before such rights are to be exercised. This
notification shall include all the information that
the Company distributes to shareholders regarding the
exercise of such rights.
5.9 Title of Investments
All investments will be held in the name of the Trustee or
its nominees.
5.10 Allocation of Trust Earnings and Valuation of Trust
Investments
(a) All dividends or other distributions
attributable to shares of ARCO Chemical Company Common
Stock shall be allocated to the Account of the Member
whose Account is credited with such shares.
(b) On the last day of each month, all income
attributable to the Money Market Fund shall be
allocated to the Member's Account in the ratio that
each Member's Money Market Fund Account balance bears
to such account balance of all such Members. For the
purpose of determining such allocation, the Money
Market Fund shall be valued at fair market value.
5.11 Purchase and Redemption of the Equity Fund, Bond Fund,
International Equity Fund and Balanced Fund Units
Effective December 1, 1995, purchase and redemption of
the Equity Fund, Bond Fund, International Equity Fund and
Balanced Fund units shall be handled in accordance with the
following rules and such additional procedures, consistent
with such rules, as the Administrator may establish from
time to time:
(a) Units of the Equity Fund, Bond Fund,
International Equity Fund and Balanced Fund shall be
purchased or redeemed, pursuant to Member directions
under Paragraph 5.5, on each Wednesday and Friday,
covering all Member directives received by the
Administrator by such time as determined by the
Administrator, and communicated to Members, on the
preceding Company business day, except that if a
Wednesday or Friday is a Company holiday or a day on
which trading on the New York Stock Exchange is
closed, the purchase or redemption will be executed on
the next day (a Wednesday or Friday) on which the Plan
executes a transaction under this Subparagraph
5.11(a).
(b) If an unforeseeable administrative
difficulty prevents the execution of a transaction
under Subparagraph 5.11(a), otherwise scheduled on a
Wednesday or Friday, such transaction will be executed
on the first business day thereafter which does not
fall within one of the two exceptions in Subparagraph
5.11(a).
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(c) The Administrator may, in its discretion,
combine the purchase and redemption orders scheduled
for a Wednesday or Friday and transact the net
purchase or sale orders, whichever the case may be.
The Administrator may also agree with the
Administrator of one or more individual account plans
[as described in Section 3(34) of ERISA, and which
is maintained by the Company or its Subsidiaries or
Affiliates, and provides for the same purchase and
redemption procedure described in Subparagraph
5.11(a)], to combine orders from all of the plans and
execute a "net" transaction.
(d) When units of the Equity Fund, Bond Fund,
International Equity Fund and Balanced Fund are
purchased or redeemed, the cost or net proceeds
charged or credited to the Accounts of Members
affected by such purchase or redemption shall be
determined on an equitable basis in accordance with
rules to be adopted by the Administrator, which are
consistent with the rules described in this section,
and incorporate the following principles:
(i) The net proceeds of any such
redemption of fund units in a Member's Account
shall be credited to such Member's Account.
(ii) The cost of any such purchase of
fund units for a Member's Account shall be
charged to such Member's Account.
(iii) The net proceeds and cost of fund
units shall be based on the net asset value of
such units determined on the valuation date next
following the date the purchase or redemption
order is received by the Administrator. The
valuation date shall be determined by the
Administrator and shall occur on at least a
weekly basis. The net asset value of fund units
will be calculated by dividing the difference
between the value of the fund assets and fund
liabilities by the number of units outstanding
with respect to each fund.
(iv) Brokerage commissions, transfer fees
and other expenses actually incurred in any such
purchase or redemption shall be added to the cost
or subtracted from the gross proceeds, of any
such purchase or redemption, respectively.
(e) Income earned by the Equity Fund, Bond Fund
and International Equity Fund shall automatically be
reinvested in the Equity Fund, Bond Fund and
International Equity Fund, as the case may be.
Income, gains and losses shall be reflected in the net
asset value of the units of the Equity Fund, Bond Fund
and International Equity Fund.
5.12 Voting of the Money Market Fund, Equity Fund, Bond Fund and
International Equity Fund Investments
The Trustee, in accordance with the Trust Agreement,
shall exercise all voting and other rights associated with
any investments held in the Money Market Fund, Equity Fund,
Bond Fund and International Equity Fund.
5.13 Investment Advisory Fees
The investment advisory fees, if any, incurred for
management of the Money Market Fund, Equity Fund, Bond
Fund, International Equity Fund and Balanced Fund are
charged to each respective fund.
5.14 Confidentiality
The Savings Plan Administrative Committee shall be
responsible for ensuring the adequacy of procedures
established by the Administrator to safeguard the
confidentiality of information relating to the purchasing,
holding and selling of ARCO Chemical Company Common Stock
and any voting, tender or similar rights relating to such
stock."
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3. Subparagraph 11.3(e) of the Plan is amended to read as follows:
"(e) The value of Common Stock, the Equity Fund, the
International Equity Fund, the Bond Fund and the Balanced
Fund for purposes of Subparagraph 11.3(a), will be
determined on the sale date, pursuant to Paragraph 5.7 or
5.11, immediately preceding the date the loan application
is received by the Administrator."
4. Paragraph 11.4 of the Plan is amended to read as follows:
"11.4 Frequency
(a) A Member may have such number of loans
outstanding at any time as shall be determined by the
Administrator.
(b) A loan application may be submitted only
once during any 15-day period and a loan application
may not be submitted earlier than seven days following
receipt by the Administrator of a Member's application
to make a purchase or sale under Paragraph 5.5 or a
partial withdrawal under Paragraph 6.1.
(c) A loan application may not be submitted
earlier than 15 days following repayment of a previous
loan under this Plan or the ARCO Chemical Company
Capital Accumulation Plan."
5. Subparagraph 11.7(b) of the Plan is amended to read as follows:
"(b) The value of Common Stock, the Equity Fund, the
International Equity Fund, the Bond Fund and the Balanced
Fund sold to provide the loan proceeds shall be determined
on the sale date, pursuant to Paragraph 5.7 or 5.11,
immediately following the date the loan application is
received by the Administrator."
Executed this 24th day of July, 1996.
ATTEST ARCO CHEMICAL COMPANY
/s/ JOHN G. CHOU /s/ FRANK W. WELSH
By:_______________________ By:_______________________________
FRANK W. WELSH
Vice President
Human Resources
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AMENDMENT NO. 3
TO
ARCO CHEMICAL COMPANY SAVINGS PLAN
__________________________
Pursuant to resolutions adopted by Board of Directors on
October 17, 1996, the ARCO Chemical Company Savings Plan (the
"Plan") is hereby amended effective as of October 1, 1996.
A new Section 15 is added to the Plan to read as follows:
"SECTION 15
SPECIAL PROVISION APPLICABLE TO CERTAIN FORMER EMPLOYEES
OF THE PLASTIC BUSINESS OF ARCO CHEMICAL COMPANY
15.1 Pursuant to an agreement dated October 1, 1996,
(the "Agreement"), ARCO Chemical Company (the
"Company") sold its plastic business to NOVA Chemicals,
Inc. ("NOVA"). In connection with the Agreement and as
a result of this sale, certain employees of the Company
ceased to be employed by the Company and commenced
employment with NOVA. Such employees are hereinafter
referred to as "NOVA Transferees".
15.2 The rights and benefits under the Plan of NOVA
Transferees shall be governed by the Plan, except as
provided in this Section 15.
15.3 Notwithstanding the provisions of Paragraph 6.8 of
the Plan, to the extent a NOVA Transferee directs the
Plan to sell shares of ARCO Chemical Company Common
Stock ("Common Stock"), ARCO Chemical Company shall
purchase such Common Stock from the Plan, as set forth
herein (the "Buyback Program").
15.4 The Buyback Program shall terminate no later than
October 30, 1997.
15.5 The maximum number of shares to be purchased by
ARCO Chemical Company under the Buyback Program shall
be 320,000 shares.
15.6 The Buyback Program may be terminated by ARCO
Chemical Company with 30 days written notice to
affected NOVA Transferees; provided, however, that such
termination shall not occur earlier than February 1,
1997.
15.7 Upon completion of the Buyback Program pursuant to
Paragraph 15.4, 15.5 or 15.6, the sale of Common Stock
as directed by NOVA Transferees shall be made pursuant
to Paragraph 6.8.
15.8 The price received by NOVA Transferees for the
shares of Common Stock purchased by ARCO Chemical
Company shall be the price determined for other Members
in accordance with Paragraph 6.8.
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15.9 The Savings Plan Administrative Committee shall
have full authority and discretion to adopt
administrative rules and procedures to implement the
Buyback Program."
Executed this 18th day of October, 1996.
ATTEST ARCO CHEMICAL COMPANY
/s/ JOHN G. CHOU /s/ FRANK W. WELSH
By:_______________________ By:_________________________
FRANK W. WELSH
Vice President
Human Resources
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the following
registration statement of the ARCO Chemical Company Savings Plan,
Post-Effective Amendment No. 5 to Registration Statement on Form
S-8 (No. 33-17707) of our report dated December 9, 1996, on our
audits of the statements of net assets available for benefits of
the ARCO Chemical Company Savings Plan as of June 30, 1996 and
1995, the related statement of changes in net assets available
for benefits for the year ended June 30, 1996 and the
supplemental schedules as of and for the year ended June 30,
1996, which report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
December 12, 1996
