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 for the fiscal year ended December 31,
1995
Transition Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________
to _________.
STRUCTURAL DYNAMICS RESEARCH CORPORATION TAX DEFERRED
CAPITAL ACCUMULATION PLAN
(Full title of the plan)
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Name of issuer of the securities held pursuant to the plan)
2000 Eastman Drive, Milford, Ohio 45150
(Address of principal executive office)
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Financial Statements and
Additional Information
December 31, 1995 and 1994
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Table of Contents to Financial Statements and Additional Information
Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available for Plan Benefits by Fund
Statement of Changes in Net Assets Available for Plan Benefits
Notes to Financial Statements
Additional Information: *
Schedule I - Schedule of Assets Held for Investment Purposes
Schedule II - Schedule of Reportable Transactions
* Other schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
In our opinion, the accompanying statements of net assets
available for benefits by fund and the related statements of
changes in net assets available for benefits present fairly, in
all material respects, the net assets available for benefits of
the Structural Dynamics Research Corporation Tax Deferred
Capital Accumulation Plan (the "Plan") at December 31, 1995 and
1994, and the changes in net assets available for 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 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 audits provide a reasonable basis for the
opinion expressed above.
Our audits were performed 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 statement of net assets available for benefits and the
statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and 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
Cincinnati, Ohio
June 19, 1996
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
<TABLE>
Statement of Net Assets Available for Plan Benefits by Fund
(Amounts in thousands)
<CAPTION>
December 31, 1995
Company Spectrum Fixed Equity Stable
Stock Growth Interest Balanced Income Value
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at
fair value
(Note 2):
Shares of
Registered
Investment Co.
T. Rowe Price $ -- $4,370 $ -- $5,633 $6,924 $152
Securities of
participating
employer 27,263 -- -- -- -- --
Participants'
loans -- -- -- -- -- --
------ ----- ----- ------ ----- -----
27,263 4,370 -- 5,633 6,924 152
Deposit with
insurance
company (Note 4) -- -- 8,375 -- -- --
------ ----- ----- ------ ----- -----
Total
investments 27,263 4,370 8,375 5,633 6,924 152
------ ----- ----- ------ ----- -----
Receivables:
Employer
contributions 308 -- -- -- -- --
Participant
contributions 59 55 -- 52 59 71
----- ----- ---- ----- ----- ---
Total
receivables 367 55 -- 52 59 71
----- ----- ---- ----- ----- ----
Assets available
for plan
benefits $27,630 $4,425 $8,375 $5,685 $6,983 $223
====== ====== ===== ===== ===== ===
Loan Other
Fund Funds Total
<S> <C> <C> <C>
Assets:
Investments, at
fair value
(Note 2):
Shares of
Registered
Investment Co.
T. Rowe Price $ -- $ 3 $17,082
Securities of
participating
employer -- -- 27,263
Participants'
loans 284 -- 284
----- ---- ------
284 3 44,629
Deposit with
insurance
company
(Note 4) -- -- 8,375
----- ---- -------
Total
investments 284 3 53,004
----- ---- -------
Receivables:
Employer
contributions -- -- 308
Participant
contributions -- 48 344
---- ---- -----
Total
receivables -- 48 652
----- ---- -----
Assets
available
for plan
benefits $284 $51 $53,656
==== == ======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
<TABLE>
Statement of Net Assets Available for Plan Benefits by Fund
(Amounts in thousands)
<CAPTION>
December 31, 1994
Company Fixed
Stock Equity Interest Balanced Growth Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at
fair value
(Note 2):
Securities of
participating
employer $4,149 $ -- $ -- $ -- $ -- $ -- $ 4,149
Money market
accounts 1 246 -- 299 523 -- 1,069
U.S. Government
securities -- -- -- 1,329 -- -- 1,329
Common stocks -- 5,138 -- 2,303 2,360 -- 9,801
Participants'
loans -- -- -- -- -- 285 285
----- ----- ----- ----- ----- ---- ------
4,150 5,384 -- 3,931 2,883 285 16,633
Deposit with
insurance
company, at
contract
value (Note 4) -- -- 6,884 -- -- -- 6,884
---- ---- ----- ---- ---- ---- -----
Total
investments 4,150 5,384 6,884 3,931 2,883 285 23,517
----- ----- ----- ----- ---- ---- ------
Receivables:
Employer
contributions 696 76 109 96 137 -- 1,114
Participant
contributions 41 62 85 57 61 -- 306
Accrued
interest -- -- -- 19 -- -- 19
----- ----- ----- ---- ----- ---- -----
Total
receivables 737 138 194 172 198 -- 1,439
----- ----- ----- ---- ----- ---- -----
Cash -- 15 -- -- -- -- 15
----- ----- ----- ---- ----- ---- -----
Assets available
for plan
benefits $4,887 $5,537 $7,078 $4,103 $3,081 $285 $24,971
===== ===== ===== ===== ===== === ======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Statement of Changes in Net Assets Available for Plan Benefits
(Amounts in thousands)
December December
31, 1995 31, 1994
Additions:
Additions to net assets attributed to:-
Investment income:
Net appreciation/(depreciation) in fair
value of investments $25,278 $(8,835)
Interest 578 661
Dividends 1,213 182
------ ------
27,069 (7,992)
------ ------
Contributions:
Participant 3,731 4,071
Employer 1,196 1,114
------ ------
4,927 5,185
------ ------
Total Additions 31,996 (2,807)
------ ------
Deductions:
Benefits paid to participants (3,188) (1,040)
Investment expenses (123) (151)
----- -----
Total Deductions (3,311) (1,191)
----- -----
Net increase (decrease) 28,685 (3,998)
Net assets available for benefits:
Beginning of period 24,971 28,969
------ ------
End of period $53,656 $24,971
====== ======
* See Note 7 for changes in net assets available for benefits by
investment fund.
The accompanying notes are an integral part
of these financial statements.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
(1)Description of Plan
The following description of the Structural Dynamics Research
Corporation Tax Deferred Capital Accumulation Plan (the "Plan")
provides only general information. Participants should refer
to the Plan agreement for a more complete description of the
Plan's provisions.
(a) General
The Plan is a defined contribution plan covering all
salaried employees of the domestic divisions of Structural
Dynamics Research Corporation (the Company). It is subject
to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
(b) Contributions
A participant may make contributions to the Plan by
authorizing a reduction of their compensation (before-tax
contribution) of at least 1% up to a maximum of 15%. The
Company will reduce the participant's compensation by the
authorized percentage, subject to limits specified by the
Plan. The Company may provide a matching contribution equal
to 50% of the participant's contribution. Additionally, a
participant's contribution in excess of 6% of his
compensation is disregarded for the purpose of determining
the Company's matching contribution. The Company's matching
contribution, if any, may take the form of either Company
Common Stock or cash. Participants other than officers can
redirect the Company's accumulated matching contribution into
other investment options offered under the Plan.
The Company may elect to make additional discretionary
contributions. Such contributions shall be allocated to the
account of each participant in an amount equal to the ratio
of the employee's annual salary to the total annual salaries
paid to all participants. Participants other than officers
can redirect the Company's discretionary contributions into
other investment options offered under the Plan.
(c) Participant Accounts
Each participant's account is credited with the
participant's contribution and allocation of the Company's
contribution and Plan earnings. Earnings, gains and losses
of each investment fund are allocated among the accounts of
all participants in each fund in the ratio each participant
account bears to the total account balance. The benefit to
which a participant is entitled is the benefit that can be
provided from the participant's vested account.
(d) Vesting
Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. One hundred
percent vesting in the Company contributions occurs after
three years of continuous service. Forfeitures of Company
contributions by participants when they terminate before
becoming vested are used to reduce future Company
contributions. At December 31, 1995 and 1994, forfeited
nonvested accounts totaled $102 and $26, respectively.
During 1995 and 1994, employer contributions were reduced by
$-0- and $49, respectively, from forfeited nonvested
accounts.
(e) Investment Options
Through October 31, 1995, participants directed employee
and employer contributions in any of the following investment
options:
- Company Stock Fund
This fund is invested in Structural Dynamics Research
Corporation Common Stock.
- Equity Fund
This fund is a portfolio of the common stocks of major
corporations and cash reserves.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(e) Investment Options (continued)
- Fixed Interest Fund
This fund is invested in a guaranteed investment
contract with an insurance company.
- Balanced Fund
This fund is a portfolio of U.S. Government
securities, the common stocks of major corporations and
cash reserves.
- Growth Fund
This fund is a portfolio of common stocks of
major corporations and cash reserves.
As of November 1, 1995, all investments (except the Fixed
Interest Fund which remained with the insurance company) were
transferred to comparable funds at T. Rowe Price. These fund
alternatives were a Company Stock Fund, Equity Income Fund,
Balanced Fund and Spectrum Growth Fund. In addition to
these funds, new investment alternatives under T. Rowe Price
include the Stable Value Fund, the International Stock Fund,
the New Horizons Fund, the Small-Cap Value Fund, the Science
and Technology Fund, the International Bond Fund and the
Spectrum Income Fund.
(f) Payment of Benefits
Under the terms of the Plan, participants' accounts are
distributable upon termination of employment. Participants
may also make withdrawals in the case of financial hardship
(as determined by the Plan Administrator).
Amounts allocated to accounts of persons who have
withdrawn from participation in the earnings and operations
of the Plan were approximately $262 and $1,010 at December
31, 1995 and 1994, respectively, and have been included as a
component of assets available for plan benefits. The Plan is
required to file a Form 5500 with the Internal Revenue
Service which reflects benefits payable as a liability and,
accordingly, a deduction from assets available for plan
benefits.
(g) Loans
The Plan allows participants to borrow a minimum of $1 up to
a maximum equal to the lesser of $50 or 50% of their interest
in all funds other than the Company Stock Fund, within
certain limitations and upon approval by the Plan
Administrator. Loan transactions are treated as a transfer
to (from) the investment options of the Plan from (to) the
Loan Fund. Loan terms range from 1 - 5 years or up to 15
years for the purchase of a primary residence. The loans are
secured by the balance in the participant's account and bear
interest at 2% over the prime rate on the first day of the
month preceding the effective date of the loan. The interest
rate is fixed for the entire repayment period. Principal
and interest is paid ratably through monthly payroll
deductions.
(h) Trust Agreement
The Company had entered into a Trust Agreement with
Smith Barney Shearson (Shearson), with respect to the
operation of the Plan and the establishment and management of
the trust fund. Shearson, as Trustee, initially invested
all participants' contributions to the Plan into a money
market account, and subsequently distributed the amounts
among the funds as directed by the individual
participants. This agreement was terminated on October 31,
1995. As of November 1, 1995, the Company entered
in an agreement with T. Rowe Price Trust Company (T. Rowe)
whereby T. Rowe became the Trustee of the Plan. T. Rowe
invests and holds all contributions made to it by the Plan
Administrator.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Plan have
been prepared on the accrual basis of accounting.
(b) Investments and Income Recognition
Money market accounts are valued at cost which
approximates fair value. All other investments are recorded
at fair value based on quotations obtained from national
securities exchanges. Participant loans are recorded at the
unpaid principal balances of the individual loans. See
Note 4 for accounting for insurance company contracts.
Purchases and sales of investments are recorded on the
trade date. Gains or losses on the sale of investments are
calculated on the specific identification method. Interest
income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
(c) Contributions
Employee contributions are recorded in the period which
the Company makes payroll deductions from the Plan
participants' earnings.
(d) Expenses
Certain administrative fees of the Plan are paid by the
Company. Investment expenses are paid by the Plan and are
deducted from investment income.
(e) Reclassifications
Certain amounts in the 1994 financial statements have
been reclassified to conform with the 1995 presentation.
(f) Payment of Benefits
Benefits are recorded when paid.
(3) Benefit Obligations
Benefit obligations for persons who have withdrawn from
participation in the Plan are as follows:
December 31,
1995 1994
Company Stock Fund $ 19 $223
Equity Fund 37 292
Fixed Interest Fund -- 272
Stable Value Fund 64 --
Balanced Fund 110 70
Growth Fund -- 153
Spectrum Growth Fund 32 --
These amounts are reflected as liabilities in the Plan's Form
5500.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(4) Investments
During 1995 and 1994, the Plan maintained a deposit contract
with Connecticut General Life Insurance Company (CIGNA). CIGNA
held the Plan's investments in a guaranteed investment contract
which provided an average rate of return of 7.63% and 6.74% for
the years ended December 31, 1995 and 1994, respectively.
As of December 31, 1995, the contract with CIGNA was terminated.
A gain of $345 resulted over and above the contract value. The
amount recorded at December 31, 1995 reflects the market value
of the contract. The contract was stated at contract value at
December 31, 1994. On January 1, 1996, the contract value plus
the gain was allocated to the T. Rowe Price Stable Value Fund.
At June 19, 1996, the fair market value of the Company's Common
Stock was $19.75 per share. Based on shares held at December
31, 1995, this approximates a $9,034 decrease in the value of
the Common Stock Fund since December 31, 1995.
During 1995 and 1994, the Plan's investments (including
investments bought, sold, and held during the year) appreciated
(depreciated) in value by $25,278 and $(8,835), respectively, as
follows:
December 31,
1995 1994
Securities of participating $22,030 $(8,445)
employer
Mutual funds 346 --
U.S. Government securities -- (123)
Common stocks 2,902 (267)
Net change in fair value $25,278 $(8,835)
(5)Plan Termination
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
(6)Tax Status
The Plan obtained its latest determination letter on July 21,
1992, in which the Internal Revenue Service stated that the
Plan, as then designated, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. The Plan
filed for a new determination letter in 1995. However, the
Plan Administrator believes that the Plan is currently designed
and operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, the Plan Administrator
believes that the Plan is qualified and its underlying trust is
tax exempt as of the financial statement date.
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(7)Changes in Net Assets Available For Benefits by Investment Fund
<TABLE>
<CAPTION>
Company Fixed
Stock Equity Interest Balanced Growth Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance
1/01/95 $ 4,887 $5,537 $7,078 $4,103 $ 3,081 $285 $24,971
Additions:
Additions to
net assets
attributed to:-
Investment income:
Net appreciation in
fair value
of investments 11,694 1,119 -- 839 944 -- 14,596
Interest 1 9 414 117 11 26 578
Dividends -- 101 -- 39 19 -- 159
------ ------ ----- ---- ---- --- ------
11,695 1,229 414 995 974 26 15,333
------ ------ ----- ---- ---- --- ------
Contributions:
Participant 479 541 690 546 591 -- 2,847
Employer -- -- -- -- -- -- --
------ ------ ----- ---- ---- --- -----
479 541 690 546 591 -- 2,847
------ ------ ----- ---- ----- --- -----
Total Additions 12,174 1,770 1,104 1,541 1,565 26 18,180
------ ------ ----- ----- ----- --- ------
Deductions:
Benefits paid to
participants (470) (531) (745) (376) (560) -- (2,682)
Investment expenses -- (61) -- (35) (27) -- (123)
Transfers (90) (238) 424 38 (108) (26) --
------ ------- ----- ----- ------ ---- -------
Total Deductions (560) (830) (321) (373) (695) (26) (2,805)
------ ------- ----- ----- ------ ---- -------
Net increase
(decrease) 11,614 940 783 1,168 870 -- 15,375
Net assets
available for
benefits:
Ending Balance
10/31/95 $16,501 $6,477 $7,861 $5,271 $ 3,951 $285 $40,346
====== ====== ===== ===== ====== ==== ======
</TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
<TABLE>
(Amounts in thousands)
(7)Changes in Net Assets Available For Benefits by Investment Fund
(continued)
<CAPTION>
Company Equity Fixed Spectrum Stable
Stock Income Interest Balanced Growth Value
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Transfer from
previous
administrator
11/01/95 $16,501 $6,477 $7,861 $5,271 $3,951 $ --
Additions:
Additions to net
assets
attributed to:-
Investment income:
Net appreciation/
(depreciation) in
fair value of
investments 10,336 261 -- 133 (48) --
Interest -- -- -- -- -- --
Dividends -- 195 472 90 296 1
------ ----- ---- ---- ---- -----
10,336 456 472 223 248 1
------ ----- ----- ---- ---- -----
Contributions:
Participant 141 156 -- 150 164 222
Employer 863 56 89 75 113 --
------ ----- ----- --- --- ---
1,004 212 89 225 277 222
------ ----- ----- ---- --- ---
Total Additions 11,340 668 561 448 525 223
------ ----- ----- ---- --- ---
Deductions:
Benefits paid to
participants (211) (162) (47) (34) (51) --
Investment expenses -- -- -- -- -- --
------ ----- ----- ---- --- ---
Total Deductions (211) (162) (47) (34) (51) --
------ ----- ----- ---- --- ---
Net increase
(decrease) 11,129 506 514 414 474 223
Net assets available
for benefits:
Ending Balance
12/31/95 $27,630 $6,983 $8,375 $5,685 $4,425 $223
====== ====== ====== ===== ===== ===
/TABLE
<PAGE>
<TABLE>
Loan Other
Fund Funds Total
<S> <C> <C> <C>
Transfer from
previous
administrator
11/01/95 $285 $ -- $40,346
Additions:
Additions to net
assets
attributed to:-
Investment income:
Net appreciation/
(depreciation) in
fair value of
investments -- -- 10,682
Interest -- -- --
Dividends -- -- 1,054
---- ---- -------
-- -- 11,736
----- ---- -------
Contributions:
Participant -- 51 884
Employer -- -- 1,196
--- ----- ------
-- 51 2,080
--- ----- ------
Total Additions -- 51 13,816
--- ----- ------
Deductions:
Benefits paid to
participants (1) -- (506)
Investment expenses -- -- --
--- ----- ------
Total Deductions (1) -- (506)
--- ----- ------
Net increase
(decrease) (1) 51 13,310
Net assets available
for benefits:
Ending Balance
12/31/95 $284 $51 $53,656
===== === =======
/TABLE
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
<TABLE>
(Amounts in thousands)
(7)Changes in Net Assets Available For Benefits by Investment Fund
(continued)
<CAPTION>
Company Fixed
Stock Equity Interest Balanced Growth Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance
1/01/94 $12,156 $4,690 $6,358 $3,505 $2,066 $194 $28,969
Additions:
Additions to net
assets
attributed to:-
Investment income:
Net depreciation
in fair
value of
investments (8,445) (176) -- (107) (107) -- (8,835)
Interest -- 48 442 140 12 19 661
Dividends -- 123 -- 42 17 -- 182
------ ---- ---- ---- ----- ---- ------
(8,445) (5) 442 75 (78) 19 (7,992)
------ ---- ---- ---- ----- ---- ------
Contributions:
Participant 630 843 944 849 805 -- 4,071
Employer 697 75 109 96 137 -- 1,114
----- ---- ----- ---- ----- ---- ------
1,327 918 1,053 945 942 -- 5,185
----- ---- ----- ---- ----- ---- ------
Total Additions (7,118) 913 1,495 1,020 864 19 (2,807)
----- ---- ------ ------ ---- ---- -----
Deductions:
Benefits paid to
participants (273) (143) (391) (172) (61) -- (1,040)
Investment expenses -- (64) (17) (42) (28) -- (151)
Transfers 122 141 (367) (208) 240 72 --
---- --- ----- ----- ----- ----- ------
Total Deductions (151) (66) (775) (422) 151 72 (1,191)
---- --- ----- ----- ----- ----- ------
Net (decrease)
increase (7,269) 847 720 598 1,015 91 (3,998)
Net assets available
for benefits:
Ending Balance
12/31/94 $ 4,887 $5,537 $7,078 $4,103 $3,081 $285 $24,971
====== ===== ====== ====== ====== ==== ======
/TABLE
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Additional Information
Schedule of Assets Held For Investment Purposes - Form 5500 Item 27
(a)
Schedule I
Cost Fair
Value
* T. Rowe Price:
Equity Income Fund $6,662,566 $6,923,610
Balanced Fund 5,499,898 5,632,923
Spectrum Growth Fund 4,418,761 4,370,034
Stable Value Fund 151,839 151,839
Science and Technology Fund 1,244 1,089
International Stock Fund 564 563
Small-Cap Value Fund 465 453
New Horizons Fund 446 414
International Bond Fund 385 385
Spectrum Income Fund 67 67
* SDRC Common Stock 8,250,622 27,263,406
CIGNA Deposit Contract 8,374,512 8,374,512
Participants' Loans 283,960 283,960
---------- ----------
Total $33,645,329 $53,003,255
========== ==========
* Denotes party-in-interest
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Additional Information
<TABLE>
Schedule of Reportable Transactions - Form 5500 Item 27 (d)
Schedule II
<CAPTION>
Current
value on
Identity of Description Number of Purchase Selling Cost of transaction
party of transactions price price asset sold date Net
involved investments gain
<S> <C> <C> <C> <C> <C> <C> <C>
Dreyfus Short-term 295 $18,866,481 $ -- $ __ $18,866,481 $--
Government pooled 120 -- 19,935,005 19,935,005 19,935,005 --
Securities investment
fund
Smith Barney
Money Fund,
Inc.,
Government Short-term 74 6,593,740 -- -- 6,593,740 --
Portfolio pooled 58 -- 6,599,282 6,599,282 6,599,282 --
investment
fund
T. Rowe
Price
Equity
Income Mutual 11 6,468,614 -- -- 6,468,614 --
Fund Fund 3 668 668 668 -- --
T. Rowe Price
Spectrum
Growth Mutual 12 4,122,851 -- -- 4,122,851 --
Fund Fund 3 -- 445 445 445 --
T. Rowe Price
Balanced Mutual 11 5,411,255 -- -- 5,411,255 --
Fund Fund 5 -- 885 885 885 --
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrators have duly caused this annual report to be
signed on behalf of the undersigned hereunto duly authorized.
STRUCTURAL DYNAMICS RESEARCH CORPORATION
By: /s/ Bryan M. Valentine Date: 6/24/96
Bryan M. Valentine
Vice President - Human Resources
By: /s/ Jeffrey J. Vorholt Date: 6/26/96
Jeffrey J. Vorholt
Vice President, Chief Financial Officer and Treasurer <PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-22136) of Structural
Dynamics Research Corporation of our report dated June 19, 1996
appearing on page 3 of the Annual Report of the Structural Dynamics
Research Corporation Tax Deferred Capital Accumulation Plan on Form
11-K for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cincinnati, Ohio
June 19, 1996
