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, 1996
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, 1996 and 1995
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Table of Contents to Financial Statements and Additional Information
Page
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan
Benefits by Fund 2-3
Statement of Changes in Net Assets Available for
Plan Benefits 4
Notes to Financial Statements 5-11
Additional Information: *
Schedule I - Schedule of Assets Held for
Investment Purposes 12
Schedule II - Schedule of Reportable Transactions 13
* 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, 1996 and 1995, 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
May 30, 1997
1
<PAGE>
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Statement of Net Assets Available for Plan Benefits by Fund
(Amounts in thousands)
<CAPTION>
December 31, 1996
Company Equity Spectrum Stable Int'l. New
Stock Income Growth Balanced Value Stock Horizons
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments,
at fair
value (Note 2):
Shares of
Registered
Investment Co.
T. Rowe Price $ -- $9,398 $5,850 $4,981 $7,309 $1,165 $3,292
Securities of
participating
employer 18,266 -- -- -- -- -- --
Cash -- -- -- -- -- -- --
Participants' loans -- -- -- -- -- -- --
------- ----- ----- ----- ----- ----- -----
Total investments 18,266 9,398 5,850 4,981 7,309 1,165 3,292
------- ----- ----- ----- ----- ----- -----
Receivables:
Employer
contributions 453 -- -- -- -- -- --
Participant
contributions 74 84 64 52 58 23 62
--- --- --- --- ---- ---- -----
Total receivables 527 84 64 52 58 23 62
---- ----- ---- --- ---- ---- ----
Assets available for
plan benefits $18,793 $9,482 $5,914 $5,033 $7,367 $1,188 $3,354
======= ====== ====== ======= ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Small Cap Science Int'l. Spectrum
Value & Techn. Bond Income Cash Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments,
at fair
value (Note 2):
Shares of
Registered
Investment Co.
T. Rowe Price $2,191 $3,715 $209 $809 $-- $ -- $38,919
Securities of
participating
employer -- -- -- -- -- -- 18,266
Cash -- -- -- -- 20 -- 20
Participants' loans -- -- -- -- -- 722 722
----- ----- --- ---- ---- --- ------
Total investments 2,191 3,715 209 809 20 722 57,927
----- ----- --- ---- ---- ---- ------
Receivables:
Employer
contributions -- -- -- -- -- -- 453
Participant
contributions 34 77 6 16 -- -- 550
----- ---- --- ---- ----- ---- ------
Total receivables 34 77 6 16 -- -- 1,003
------ ---- ---- ----- ---- ---- --------
Assets available for $2,225 $3,792 $215 $825 $20 $722 $58,930
plan benefits ====== ====== ====== ===== ===== ===== =======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
2
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Statement of Net Assets Available for Plan Benefits by Fund
(Amounts in thousands)
<CAPTION>
December 31, 1995
Company Equity Spectrum Stable Int'l. New
Stock Income Growth Balanced Value Stock Horizons
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at
fair
value (Note 2):
Shares of
Registered
Investment Co.
T. Rowe Price $ -- $6,924 $4,370 $5,633 $152 $1 $--
Securities of
participating
employer 27,263 -- -- -- -- -- --
Participants'
loans -- -- -- -- -- -- --
-------- ----- ----- ------ ---- --- -----
27,263 6,924 4,370 5,633 152 1 --
Deposit with
insurance
company (Note 4) -- -- -- -- -- -- --
------- ----- ------ ------ ---- ------ ------
Total investments 27,263 6,924 4,370 5,633 152 1 --
------- ------ ------- ------- ------ ----- ------
Receivables:
Employer
contributions 308 -- -- -- -- -- --
Participant
contributions 59 59 55 52 71 4 12
-------- ------- ----- ------ ---- ---- -----
Total
receivables 367 59 55 52 71 4 12
-------- -------- ------ ------ ----- ----- ------
Assets available
for plan benefits $27,630 $6,983 $4,425 $5,685 $223 $5 $12
======== ====== ====== ======= ===== ===== ======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
Small Cap Science Int'l. Spectrum Fixed
Value & Techn. Bond Income Cash Loan Interest
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at
fair value (Note 2):
Shares of
Registered
Investment Co.
T. Rowe Price $ 1 $ 1 $-- $-- $-- $ -- $ -- $17,082
Securities of
participating
employer -- -- -- -- -- -- -- 27,263
Participants' loans -- -- -- -- -- 284 -- 284
----- ----- ----- ----- ---- ----- -------- -------
1 1 -- -- -- 284 -- 44,629
Deposit with
insurance
company (Note 4) -- -- -- -- -- -- 8,375 8,375
------ ------ ------ ------- ----- ---- -------- ------
Total investments 1 1 -- -- -- 284 8,375 53,004
------ -------- ------- ------- ----- ---- ------- -------
Receivables:
Employer contributions -- -- -- -- -- -- -- 308
Participant contributions 7 17 1 4 3 -- -- 344
------- -------- ------- ------ ----- ----- ------- -------
Total receivables 7 17 1 4 3 -- -- 652
------ ------- ------- ------ ----- ----- ------- -------
Assets available
for plan benefits $8 $18 $ 1 $4 $3 $284 $8,375 $53,656
======= ======== ======= ===== ====== ===== ======= ========
</TABLE>
The accompanying notes are an integral part
of these financial statement.
3
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Statement of Changes in Net Assets Available for Plan Benefits
(Amounts in thousands)
December 31, 1996 December 31, 1995
Additions:
Additions to net
assets attributed to:-
Investment income:
Net (depreciation)/
appreciation in fair
value of investments $ (5,801) $25,278
Interest 45 578
Dividends 2,368 1,213
------- ------
(3,388) 27,069
------- ------
Contributions:
Participant 6,555 3,731
Employer 2,176 1,196
Rollovers 2,905 --
------- ------
11,636 4,927
------- ------
Total Additions 8,248 31,996
------- ------
Deductions:
Benefits paid to
participants (2,967) (3,188)
Investment expenses (7) (123)
------- ------
Total Deductions (2,974) (3,311)
------- ------
Net increase 5,274 28,685
------- ------
Net assets available
for benefits:
Beginning of period 53,656 24,971
------- -------
End of period $58,930 $53,656
======= =======
* 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.
4
<PAGE>
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. A participant may also make voluntary
contributions to plan of rollovers amounts from other benefit plans.
The Company may provide a matching contribution equal to 50% of the
participant's contribution (excluding rollovers). 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, 1996 and 1995, forfeited
nonvested accounts totaled $143 and $102, respectively. During
1996 and 1995, employer contributions were not reduced 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.
5
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(e) Investment Options (continued)
- -- Growth Fund
This fund is a portfolio of common stocks of major corporations and
cash reserves.
- -- Balanced Fund
This fund is a portfolio of U.S. Government securities, the common
stocks of major corporations and cash reserves.
- -- Fixed Interest Fund
This fund is invested in a guaranteed investment contract with an
insurance company.
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, Spectrum Growth Fund and
Balanced Fund. In addition to these funds, new investment
alternatives under T. Rowe Price include the following:
-- Stable Value Fund
This fund is a portfolio of investment contracts issued by insurance
companies and banks.
-- International Stock Fund
This fund is a portfolio of common stocks of major non-U.S.
companies.
-- New Horizons Fund
This fund is a portfolio of common stocks of growing companies.
-- Small-Cap Value Fund
This fund is a portfolio of common stocks of undervalued small
companies.
-- Science and Technology Fund
This fund is a portfolio of common stocks of companies in the
computer, electronics, biotechnology and chemical industries.
-- International Bond Fund
This fund is a portfolio of government and corporate bonds issued
overseas.
-- Spectrum Income Fund
This fund is a portfolio of mutual funds including domestic and
international bond funds, money funds and income-oriented stock
funds.
(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 $0 and $262 at December 31, 1996 and 1995,
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.
6
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(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
Through October 31, 1995, 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. Effective 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 and distributes the amounts among the funds as
directed by the individual participants.
(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) Use of Estimates
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 assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(c) 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.
(d) Contributions
Employee contributions are recorded in the period which the Company
makes payroll deductions from the Plan participants' earnings.
(e) 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.
(f) Reclassifications
Certain amounts in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.
(g) Payment of Benefits
Benefits are recorded when paid.
7
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(3) Benefit Obligations
Benefit obligations for persons who have withdrawn from
participation in the Plan are as follows:
December 31,
1996 1995
Company Stock Fund -- $ 19
Equity Fund -- 37
Fixed Interest Fund -- --
Stable Value Fund -- 64
Balanced Fund -- 110
Growth Fund -- --
Spectrum Growth Fund -- 32
These amounts are reflected as liabilities in the Plan's Form 5500.
(4) Investments
During 1995, 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% for the year ended December 31,
1995.
As of December 31, 1995, the contract with CIGNA was terminated. A
gain of $345 resulted over and above the contract value. The
contract was stated at contract value at December 31, 1995. On
January 1, 1996, the contract value plus the gain was allocated to
the T. Rowe Price Stable Value Fund.
At May 30, 1997, the fair market value of the Company's Common Stock
was $24.50 per share. Based on shares held at December 31, 1996,
this approximates a $4,110 increase in the value of the Common Stock
Fund since December 31, 1996.
During 1996 and 1995, the Plan's investments (including investments
bought, sold, and held during the year) (depreciated) appreciated in
value by ($5,801) and $25,278, respectively, as follows:
December 31,
1996 1995
Securities of participating employer ($7,946) $22,030
Mutual funds 2,145 346
Common stocks - 2,902
-------- --------
Net change in fair value ($5,801) $25,278
(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 June 3, 1996,
in which the Internal Revenue Service advised the Company that the
Plan, including the amendments adopted on December 31, 1993 and
October 1, 1995, was in compliance with the applicable requirements
of the Internal Revenue Code and its underlying trust is tax exempt
as of the financial statement date.
8
<PAGE>
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Statement of Net Assets Available for Plan Benefits by Fund
(Amounts in thousands)
<CAPTION>
December 31, 1995
Company Equity Spectrum Stable
Stock Income Growth Balanced Value Int'l. New
Fund Fund Fund Fund Fund Stock Horizons
_______ _______ _______ ______ ____ ______ _______
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance $27,630 $6,983 $4,425 $ 5,685 $ 223 $ 5 $ 12
Additions:
Investment income:
Net (depreciation)
appreciation in
fair value
of investments (7,946) 914 535 441 -- 61 39
Interest -- -- -- -- -- -- --
Dividends -- 580 398 224 395 28 251
_______ ______ ____ ____ ____ ____ ____
(7,946) 1,494 933 665 89 89 290
_______ ______ ____ ____ ____ ____ ____
Contributions:
Participant 856 947 836 663 755 291 623
Employer 2,176 -- -- -- -- -- --
Rollovers 101 310 292 71 417 134 547
_______ ______ _____ ____ _____ ____ ______
3,133 1,257 1,128 734 1,172 425 1,170
_______ ______ _____ ____ _____ _____ ______
Net Additions (4,813) 2,751 2,061 1,399 1,567 514 1,460
_______ ______ _____ ____ _____ _____ ______
Deductions:
Benefits paid
to participants (1,288) (329) (393) (333) (546) (11) (53)
Investment expenses (2) (1) (1) (1) (1) -- --
Transfers (2,734) 78 (178) (1,717) 6,124 680 1,935
_______ ______ _____ _____ _____ ___ ______
Net Deductions (4,024) (252) (572) (2,051) 5,577 669 1,882
_______ ______ _____ ____ _____ _____ ______
Net (decrease) (8,837) 2,499 1,489 (652) 7,144 1,183 3,342
increase _______ ______ _____ ____ _____ ______ ______
Net assets available
for benefits:
Ending Balance
12/31/96 $18,793 $9,482 $5,914 $ 5,033 $7,367 $1,188 $3,354
======= ======= ====== ====== ====== ===== =====
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
Small Cap Science Int'l. Spectrum Fixed
Value & Techn. Bond Income Cash Loan Interest
Fund Fund Fund Fund Fund Fund Fund Total
_____ ____ ____ _____ ____ _____ _______ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance$ 8 $ 18 $ 1 $ 4 $ 3 $284 $8,375 $53,656
Additions:
Investment income:
Net (depreciation)
appreciation in
fair value
of investments 213 (58) 3 (3) -- -- -- (5,801)
Interest -- -- -- -- -- 45 -- 45
Dividends 96 346 8 42 -- -- -- 2,368
____ ____ ___ ____ ____ ____ ____ _______
309 288 11 39 -- 45 -- (3,388)
____ ____ ___ ____ ____ ____ ____ _______
Contributions:
Participant 363 912 76 216 17 -- -- 6,555
Employer -- -- -- -- -- -- -- 2,176
Rollovers 280 541 32 121 -- 59 -- 2,905
____ ______ ___ ____ ___ ____ ____ _______
643 1,453 108 337 17 59 -- 11,636
____ ______ ___ ____ ____ ____ ____ _______
Net Additions 952 1,741 119 376 17 104 -- 8,248
____ _____ ___ ____ ____ ____ ____ _______
Deductions:
Benefits paid
to participants (13) -- -- (1) -- -- -- (2,967)
Investment expenses (1) -- -- -- -- -- -- (7)
Transfers 1,279 2,033 95 446 -- 334 (8,375) --
_____ _____ ___ ____ ____ ____ _____ _______
Net Deductions 1,265 2,033 95 445 -- 334 (8,375) (2,974)
_____ _____ ___ ____ ____ ____ _____ _______
Net (decrease) 2,217 3,774 214 821 17 438 (8,375) 5,274
increase _____ _____ ___ ____ ____ ____ _____ _______
Net assets
available
for benefits:
Ending Balance
12/31/96 $2,225 $3,792 $215 $825 $20 $772 $ -- $58,930
======= ====== ==== ==== === ==== ===== =======
</TABLE>
<TABLE>
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 (continued)
<CAPTION>
Company Fixed
Stock Equity Growth Balanced Loan Interest
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance 1/01/95 $ 4,887 $5,537 $3,081 $4,103 $285 $7,078 $24,971
Additions:
Investment income:
Net appreciation in fair value
of investments 11,694 1,119 944 839 -- -- 14,596
Interest 1 9 11 117 26 414 578
Dividends -- 101 19 39 -- -- 159
------ ----- ----- ------ ---- ----- ------
11,695 1,229 974 995 26 414 15,333
------ ----- ----- ------ ---- ----- ------
Contributions:
Participant 479 541 591 546 -- 690 2,847
Employer -- -- -- -- -- -- --
------ ----- ----- ------ ---- ----- ------
479 541 591 546 -- 690 2,847
------ ----- ----- ------ ---- ----- ------
Total Additions 12,174 1,770 1,565 1,541 26 1,104 18,180
------ ----- ----- ------ ---- ----- ------
Deductions:
Benefits paid to participants (470) (531) (560) (376) -- (745) (2,682)
Investment expenses -- (61) (27) (35) -- -- (123)
Transfers (90) (238) (108) 38 (26) 424 --
------- ------ ----- ------ ---- ----- ------
Total Deductions (560) (830) (695) (373) (26) (321) (2,805)
------- ------ ----- ------ ----- ----- ------
Net increase (decrease) 11,614 940 870 1,168 -- 783 15,375
Net assets available for
benefits:
Ending Balance 10/31/95 $16,501 $6,477 $3,951 $5,271 $285 $7,861 $40,346
====== ===== ====== ===== ==== ====== ======
</TABLE>
10
<TABLE>
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
(continued)
<CAPTION>
Company Equity Spectrum Stable Int'l. New
Stock Income Growth Balanced Value Stock Horizons
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Transfer from previous
administrator 11/01/95 $16,501 $6,477 $3,951 $5,271 $-- $-- $--
Additions:
Investment income:
Net appreciation/
(depreciation) in
fair value of
investments 10,336 261 (48) 133 -- -- --
Dividends -- 195 296 90 1 -- --
------ ----- ---- ----- ---- ----- -----
10,336 456 248 223 1 -- --
------ ----- ---- ----- ---- ----- -----
Contributions:
Participant 141 156 164 150 222 5 12
Employer 863 56 113 75 -- -- --
------ ----- ---- ----- ----- ----- ------
1,004 212 277 225 222 5 12
------ ----- ---- ----- ----- ----- ------
Total Additions 11,340 668 525 448 223 5 12
------ ------ ---- ----- ----- ----- ------
Deductions:
Benefits paid to
participants (211) (162) (51) (34) -- -- --
------- ------ ----- ---- ---- ----- -----
Investment expenses -- -- -- -- -- -- --
------- ------- ------- ------ ----- ------ -----
Total Deductions (211) (162) (51) (34) -- -- --
------- ------- -------- ------- ----- -------- ----
Net increase(decrease) 11,129 506 474 414 223 5 12
------- ------- --------- ------- ----- -------- ----
Net assets available
for benefits:
Ending Balance 12/31/95 $27,630 $6,983 $4,425 $5,685 $223 $5 $12
======== ======= ====== ===== ===== ==== ===
</TABLE>
<TABLE>
<CAPTION>
Small Cap Science Int'l. Spectrum Fixed
Value & Techn. Bond Income Cash Loan Interest
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Transfer from previous
administrator 11/01/95 $-- $-- $-- $-- $-- $285 $7,861 $40,346
Additions:
Investment income:
Net appreciation/
(depreciation) in
fair value of
investments -- -- -- -- -- -- -- 10,682
Dividends -- -- -- -- -- -- 472 1,054
----- ---- ------ ----- ----- ------ ----- ------
-- -- -- -- -- -- 472 11,736
----- ----- ------ ----- ------ ------- ----- ------
Contributions:
Participant 8 18 1 4 3 -- -- 884
Employer -- -- -- -- -- -- 89 1,196
----- ------ ------ ------ ------ ------- ------ ------
8 18 1 4 3 -- 89 2,080
------ ----- ---- ----- ----- ------ ------ ------
Total Additions 8 18 1 4 3 -- 561 13,816
------ ------ ---- ----- ----- ----- ------ ------
Deductions:
Benefits paid to
participants -- -- -- -- -- (1) (47) (506)
------- ------ ----- ---- ---- ----- ----- ------
Investment expenses -- -- -- -- -- -- -- --
------- ------- ------- ------ ------ ------ ------ ------
Total Deductions -- -- -- -- -- (1) (47) (506)
------- ------- -------- ------- ----- ------- ------ -------
Net increase(decreas 8 18 1 4 3 (1) 514 13,310
------- ------- --------- ------- ----- ------- ------- ------
Net assets available
for benefits:
Ending Balance 12/31/95 $ 8 $18 $ 1 $ 4 $ 3 $284 $8,375 $53,656
===== ======= ====== ===== ===== ==== ===== ========
</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
* SDRC Common Stock $11,348,616 $18,265,724
* T. Rowe Price:
Equity Income Fund 8,327,844 9,398,169
Spectrum Growth Fund 5,417,150 5,850,038
Balanced Fund 4,518,151 4,980,910
Stable Value Fund 7,308,942 7,308,942
International Stock Fund 1,108,276 1,165,433
New Horizons Fund 3,268,367 3,291,744
Small-Cap Value Fund 1,995,188 2,191,333
Science and Technology
Fund 3,793,416 3,715,000
International Bond Fund 206,006 208,513
Spectrum Income Fund 810,103 808,896
Cash Fund 20,125 20,125
Participants' Loans 721,878 721,878
Total $48,844,062 $57,926,705
* Denotes party-in-interest
12
<PAGE>
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Additional Information
Schedule of Reportable Transactions - Form 5500
Item 27 (d) Schedule II
<CAPTION>
Current value
Identify of Description Number of Cost of on transaction
party involved of investment transactions Purchase Price Selling Price asset sold date Net gain
<S> <S> <S> <S> <C> <C> <C> <C>
T. Rowe Price
Company Stock Stock 86 4,838,851 4,755,329
Fund Fund 102 6,114,091 2,211,035 6,114,091 3,903,056
Equity Income Mutual 87 2,756,893 2,756,364
Fund Fund 87 1,192,075 1,121,848 1,192,075 70,227
Spectrum Growth Mutual 66 2,050,539 2,050,539
Fund Fund 90 1,106,678 1,053,853 1,106,678 52,825
Balanced Mutual 54 1,359,653 1,359,653
Fund Fund 105 2,448,682 2,347,330 2,448,682 101,352
Stable Value Mutual 64 11,088,505 11,088,505
Fund Fund 119 4,014,127 4,014,127 4,014,127
New Horizons Mutual 26 3,463,975 3,463,975
Fund Fund 15 209,959 195,795 209,959 14,164
Small-Cap Value Mutual 109 2,263,561 2,263,561
Fund Fund 24 285,178 269,567 285,178 15,611
Science and Mutual 132 4,127,558 4,127,558
Technology Fund Fund 38 353,750 338,399 353,750 15,351
Connecticut Guaranteed
General Life Income
Insurance Company Contract 2 8,374,512 8,374,512 8,374,512
</TABLE>
13
<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
TAX DEFERRED CAPITAL ACCUMULATION PLAN
By: /s/ Bryan M. Valentine Date: 6/23/97
Bryan M. Valentine
Vice President-Human Resources
By: /s/ Jeffrey J. Vorholt Date: 6/23/97
Jeffrey J. Vorholt
Vice President, Chief Financial Officer and Treasurer
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 May 30, 1997
appearing on page 1 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, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cincinnati, Ohio
June 26, 1997
