<PAGE> 1
DEAN WITTER MANAGED ASSETS TRUST
Two World Trade Center
New York, New York 10048
DEAR SHAREHOLDER:
- --------------------------------------------------------------------------------
Over the first half of Dean Witter Managed Assets Trust's current fiscal
year, the stock and bond markets moved in opposite directions, with stocks
moving modestly higher on continued economic strength and strong corporate
earnings, and bond prices dropping sharply as the Federal Reserve Board pushed
interest rates higher. For the six-month period ended September 30, 1994, the
Standard & Poor's 500 Index (S&P 500) gained 5.32 percent, while the 30-year
U.S. Treasury bond declined 5.44 percent. For the same period, the Fund
registered a total return of 2.85 percent.
The Fund paid a dividend from net investment income of $0.06 per share and a
capital gains distribution of $0.28231 per share at the end of June and a
dividend from net investment income of $0.06 per share at the end of September.
Future dividends will vary depending on the mix of assets in the portfolio.
FEDERAL RESERVE BOARD ACTION IMPACTS ASSET ALLOCATION
The Fund began the period defensively, with 40 percent of net assets
invested in stocks, 10 percent in bonds and 50 percent in money-market
instruments. This allocation reflected the Federal Reserve Board's series of
tightening moves, initiated in early February, and the S&P 500's very low (2.82
percent) yield. Further, this structure was designed primarily to provide
protection against a continued market correction, but also to provide some
participation should the market begin to rally.
The economy continued to grow in the second and third calendar quarters of
1994, as the unemployment rate dropped, new job creation increased, orders for
durable and capital goods remained strong, commodity prices rose and capacity
utilization reached multi-year highs. The Federal Reserve Board, concerned about
the possible return of inflation, continued to tighten monetary policy with four
additional increases in interest rates. The combination of central bank
tightening, higher interest rates and a fully valued equity market, led to two
more allocation shifts for the Fund, each toward a more defensive position. In
May, the allocation was changed to 20 percent equities, 5 percent bonds and 75
percent money-markets, then in August to 100 percent money-markets.
The portfolio's current 100 percent money-markets position represents the
first time the Fund has not had at least some stocks or bonds in the portfolio.
There are three main reasons for our current caution:
(1) the Federal Reserve Board has raised interest rates five times since
February in an effort to slow the economy and prevent a rapid acceleration
in inflation;
(2) the current S&P 500 yield of 2.77 percent is one of the lowest in
the last 50 years, and is indicative of a fully-valued market; and
(3) 30-year U.S. Treasury bond yields have risen to 7.81 percent and now
offer an attractive alternative for what might normally be equity
investments.
LOOKING AHEAD
While we are concerned about the direction of the equity markets over the
next few months, we continue to be very positive on a longer-term basis. The
recent moves by the Federal Reserve Board to raise interest rates are designed
to keep inflation under control and to maintain the long-term cyclical decline
in inflation that began in the early 1980s. A return to a more neutral policy by
the central bank, probably in 1995, is expected to lay the groundwork for the
next market advance. The Fund's asset allocation is monitored on a regular basis
and will move back into the equity markets when conditions warrant.
We appreciate your support of Dean Witter Managed Assets Trust and look
forward to continuing to serve your investment needs.
Very truly yours,
[Signature]
Charles A. Fiumefreddo
Chairman of the Board
<PAGE> 2
DEAN WITTER MANAGED ASSETS TRUST
PORTFOLIO OF INVESTMENTS September 30, 1994 (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount (in Coupon Maturity
thousands) Rate Date Value
- ---------- ------ -------- ------------
<C> <S> <C> <C> <C>
SHORT-TERM INVESTMENTS (99.3%)
COMMERCIAL PAPER(a)(28.6%)
AUTOMOBILES -- FINANCE (4.8%)
$ 10,000 Ford Motor Credit Co. ....................................... 4.772% 10/11/94 $ 9,986,807
6,500 Ford Motor Credit Co. ....................................... 5.031 11/14/94 6,460,278
------------
16,447,085
------------
EQUIPMENT -- FINANCE (3.5%)
12,000 John Deere Capital Corp. .................................... 4.774 10/ 6/94 11,992,083
------------
FINANCE -- DIVERSIFIED (20.3%)
16,000 American Express Credit Corp. ............................... 4.803 10/25/94 15,949,013
16,000 Beneficial Corp. ............................................ 4.792 10/20/94 15,959,720
6,000 Commercial Credit Co. ....................................... 4.744 10/11/94 5,992,133
16,000 General Electric Capital Corp. .............................. 4.79 10/18/94 15,963,960
16,000 Household Finance Corp. ..................................... 4.795 10/28/94 15,942,760
------------
69,807,586
------------
TOTAL COMMERCIAL PAPER (AMORTIZED COST $98,246,754)................................. 98,246,754
------------
U.S. GOVERNMENT AGENCIES & OBLIGATIONS(a)(70.2%)
19,300 Federal Home Loan Banks...................................... 4.94 11/22/94 19,163,399
30,000 Federal Home Loan Mortgage Corp. ............................ 4.711 10/ 4/94 29,988,275
5,000 Federal Home Loan Mortgage Corp. ............................ 4.715 10/ 4/94 4,998,042
15,652 Federal Home Loan Mortgage Corp. ............................ 4.83 10/24/94 15,603,900
19,000 Federal Home Loan Mortgage Corp. ............................ 4.771 11/ 2/94 18,919,947
10,000 Federal National Mortgage Association........................ 4.757 10/ 3/94 9,997,361
11,800 Federal National Mortgage Association........................ 4.821 11/ 2/94 11,749,653
13,000 Student Loan Marketing Association........................... 4.80 10/31/94 12,948,216
22,000 Student Loan Marketing Association........................... 4.776 11/ 1/94 21,910,014
30,000 U.S. Treasury Bill........................................... 5.403 6/29/95 28,778,292
20,000 U.S. Treasury Bill........................................... 5.658 6/29/95 19,185,528
30,000 U.S. Treasury Bill........................................... 5.549 8/24/95 28,488,750
20,000 U.S. Treasury Bill........................................... 5.776 8/24/95 18,992,500
------------
TOTAL U.S. GOVERNMENT AGENCIES & OBLIGATIONS
(IDENTIFIED COST $240,864,473).................................................... 240,723,877
------------
1,645 REPURCHASE AGREEMENT (0.5%)
The Bank of New York 5.00% due 10/03/94 (dated 9/30/94;
proceeds $1,645,866; collateralized by $1,720,912 U.S.
Treasury Bond 7.50% due 11/15/16 valued at $1,678,085)
(Identified Cost $1,645,181)...................................................... 1,645,181
------------
TOTAL INVESTMENTS
(IDENTIFIED COST $340,756,408)(b).................................... 99.3% 340,615,812
OTHER ASSETS IN EXCESS OF LIABILITIES.................................. 0.7 2,366,441
------ ------------
NET ASSETS............................................................. 100.0% $342,982,253
====== ============
</TABLE>
- ---------------
(a) Securities were purchased on a discount basis. The interest rates shown have
been adjusted to reflect a bond equivalent yield.
(b) The aggregate cost of investments for federal income tax purposes is
$342,678,871; the aggregate gross unrealized appreciation is $2,291 and the
aggregate gross unrealized depreciation is $2,065,350, resulting in net
unrealized depreciation of $2,063,059.
See Notes to Financial Statements
<PAGE> 3
DEAN WITTER MANAGED ASSETS TRUST
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
September 30, 1994 (unaudited)
- -------------------------------------------
ASSETS:
Investments in securities, at value
(identified cost $340,756,408)(Note 1)... $ 340,615,812
Receivable for:
Shares of beneficial interest sold....... 3,232,371
Dividends................................ 15,363
Prepaid expenses and other assets.......... 38,597
-------------
TOTAL ASSETS....................... 343,902,143
-------------
LIABILITIES:
Payable for:
Shares of beneficial interest
repurchased............................ 293,581
Plan of distribution fee (Note 3)........ 268,164
Investment management fee (Note 2)....... 160,898
Dividends to shareholders................ 50,922
Accrued expenses (Note 4).................. 146,325
-------------
TOTAL LIABILITIES.................. 919,890
-------------
NET ASSETS:
Paid-in-capital............................ 334,102,628
Accumulated undistributed net investment
income................................... 287,213
Accumulated undistributed net realized gain
on investments........................... 8,733,008
Net unrealized depreciation on
investments.............................. (140,596)
-------------
NET ASSETS......................... $ 342,982,253
=============
NET ASSET VALUE PER SHARE,
32,269,178 shares outstanding (unlimited
authorized shares of $.01 par value)..... $10.63
=============
STATEMENT OF OPERATIONS For the six months
ended September 30, 1994 (unaudited)
- -------------------------------------------
INVESTMENT INCOME:
INCOME
Interest................................. $ 5,418,396
Dividends (net of $10,090 foreign
withholding tax)....................... 907,801
-------------
TOTAL INCOME........................... 6,326,197
-------------
EXPENSES
Plan of distribution fee (Note 3)........ 1,474,454
Investment management fee (Note 2)....... 884,672
Transfer agent fees and expenses (Note
4)..................................... 131,265
Registration fees........................ 65,558
Shareholder reports and notices.......... 27,146
Custodian fees........................... 26,902
Professional fees........................ 22,701
Trustees' fees and expenses (Note 4)..... 16,512
Other.................................... 4,243
-------------
TOTAL EXPENSES......................... 2,653,453
-------------
NET INVESTMENT INCOME................ 3,672,744
-------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS (NOTE 1):
Net realized gain on investments......... 10,655,849
Net change in unrealized depreciation on
investments............................ (6,246,877)
-------------
NET GAIN ON INVESTMENTS................ 4,408,972
-------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.................... $ 8,081,716
=============
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the six
months ended For the
September 30, year ended
1994 March 31,
(unaudited) 1994
------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income........................................................ $ 3,672,744 $ 4,618,486
Net realized gain on investments............................................. 10,655,849 13,924,046
Net change in unrealized depreciation on investments......................... (6,246,877) (7,776,179)
------------- -------------
Net increase in net assets resulting from operations..................... 8,081,716 10,766,353
------------- -------------
Dividends and distributions to shareholders from:
Net investment income........................................................ (3,489,609) (4,624,567)
Net realized gain on investments............................................. (7,515,181) (13,835,091)
------------- -------------
Total dividends and distributions........................................ (11,004,790) (18,459,658)
------------- -------------
Net increase from transactions in shares of beneficial interest (Note 5)....... 81,089,128 35,519,696
------------- -------------
Total increase........................................................... 78,166,054 27,826,391
------------- -------------
NET ASSETS:
Beginning of period............................................................ 264,816,199 236,989,808
------------- -------------
END OF PERIOD (including undistributed net investment income of $287,213 and
$104,078, respectively)....................................................... $ 342,982,253 $ 264,816,199
============= =============
</TABLE>
See Notes to Financial Statements
<PAGE> 4
DEAN WITTER MANAGED ASSETS TRUST
NOTES TO FINANCIAL STATEMENTS (unaudited)
- --------------------------------------------------------------------------------
1. ORGANIZATION AND ACCOUNTING POLICIES -- Dean Witter Managed Assets Trust
(the "Fund") is registered under the Investment Company Act of 1940, as amended
(the "Act"), as a non-diversified, open-end management investment company. The
Fund was organized as a Massachusetts business trust on October 8, 1987 and
commenced operations on June 30, 1988.
The following is a summary of significant accounting policies:
A. Valuation of Investments -- (1) an equity security listed or traded on
the New York or American Stock Exchange is valued at its latest sale price
on that exchange prior to the time when assets are valued; if there were no
sales that day, the security is valued at the latest bid price (in cases
where securities are traded on more than one exchange, the securities are
valued on the exchange designated as the primary market by the Trustees);
(2) all other portfolio securities for which over-the-counter market
quotations are readily available are valued at the latest available bid
price prior to the time of valuation; (3) when market quotations are not
readily available, including circumstances under which it is determined by
the Investment Manager that sale and bid prices are not reflective of a
security's market value, portfolio securities are valued at their fair
value as determined in good faith under procedures established by and under
the general supervision of the Trustees (valuation of debt securities for
which market quotations are not readily available may be based upon current
market prices of securities which are comparable in coupon, rating and
maturity or an appropriate matrix utilizing similar factors); (4) certain
of the Fund's portfolio securities may be valued by an outside pricing
service approved by the Trustees. The pricing service utilizes a matrix
system incorporating security quality, maturity and coupon as the
evaluation model parameters, and/or research and evaluations by its staff,
including review of broker-dealer market price quotations, in determining
what it believes is the fair valuation of the securities valued by such
pricing service; (5) short-term debt securities having a maturity date of
more than sixty days are valued on a mark-to-market basis, that is, at
prices based on market quotations for securities of a similar type, yield,
quality and maturity, until sixty days prior to maturity and thereafter at
amortized cost, using their value on the 61st day. Short-term debt
securities having a maturity date of sixty days or less at the time of
purchase are valued at amortized cost; and (6) the value of other assets
will be determined in good faith at their fair value under procedures
established by and under the general supervision of the Trustees.
B. Accounting for Investments -- Security transactions are accounted for on
the trade date (date the order to buy or sell is executed). Realized gains
and losses on security transactions are determined on the identified cost
method. Dividend income is recorded on the ex-dividend date. Interest
income is recognized on an accrual basis. Discounts on securities purchased
are amortized over the life of the respective securities. The Fund does not
amortize premiums on securities purchased.
C. Repurchase Agreements -- The Fund's custodian takes possession on behalf
of the Fund of the collateral pledged for investments in repurchase
agreements. It is the policy of the Fund to value the underlying collateral
daily on a mark-to-market basis to determine that the value, including
accrued interest, is at least equal to the repurchase price plus accrued
interest. In the event of default of the obligation to repurchase, the Fund
has the right to liquidate the collateral and apply the proceeds in
satisfaction of the obligation.
<PAGE> 5
DEAN WITTER MANAGED ASSETS TRUST
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
- --------------------------------------------------------------------------------
D. Federal Income Tax Status -- It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income to its
shareholders. Accordingly, no federal income tax provision is required.
E. Dividends and Distributions to Shareholders -- The Fund records
dividends and distributions to its shareholders on the record date. The
amount of dividends and distributions from net investment income and net
realized capital gains are determined in accordance with federal income tax
regulations which may differ from generally accepted accounting principles.
These "book/tax" differences are either considered temporary or permanent
in nature. To the extent these differences are permanent in nature, such
amounts are reclassified within the capital accounts based on their federal
tax-basis treatment; temporary differences do not require reclassification.
Dividends and distributions which exceed net investment income and net
realized capital gains for financial reporting purposes but not for tax
purposes are reported as dividends in excess of net investment income or
distributions in excess of net realized capital gains. To the extent they
exceed net investment income and net realized capital gains for tax
purposes, they are reported as distributions of paid-in-capital.
2. INVESTMENT MANAGEMENT AGREEMENT -- Pursuant to an Investment Management
Agreement with Dean Witter InterCapital Inc. (the "Investment Manager"), the
Fund pays its Investment Manager a management fee, calculated and accrued daily
and payable monthly, by applying the annual rate of 0.60% to the daily net
assets of the Fund not exceeding $500 million and 0.55% to the daily net assets
of the Fund exceeding $500 million.
Under the terms of the Agreement, in addition to managing the Fund's
investments, the Investment Manager maintains certain of the Fund's books and
records and furnishes, at its own expense, office space, facilities, equipment,
clerical, bookkeeping and certain legal services and pays the salaries of all
personnel, including officers of the Fund who are employees of the Investment
Manager. The Investment Manager also bears the cost of telephone services, heat,
light, power and other utilities provided to the Fund.
3. PLAN OF DISTRIBUTION -- Shares of the Fund are distributed by Dean Witter
Distributors Inc. (the "Distributor"), an affiliate of the Investment Manager.
The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1
under the Act pursuant to which the Fund pays the Distributor compensation
accrued daily and payable monthly at an annual rate of 1.0% of the lesser of:
(a) the average daily aggregate gross sales of the Fund's shares since the
inception of the Fund (not including reinvestment of dividend or capital gain
distributions), less the average daily aggregate net asset value of the Fund's
shares redeemed since the Fund's inception upon which a contingent deferred
sales charge has been imposed or upon which such charge has been waived; or (b)
the Fund's average daily net assets. Amounts paid under the Plan are paid to the
Distributor to compensate it for the services provided and the expenses borne by
it and others in the distribution of the Fund's shares, including the payment of
commissions for sales of the Fund's shares and incentive compensation to and
expenses of the account executives of Dean Witter Reynolds Inc., an affiliate of
the Investment Manager and Distributor, and other employees or selected dealers
who engage in or support distribution of the Fund's shares or who service
shareholder accounts, including overhead and telephone expenses, printing and
distribution of prospectuses and reports used in connection with the offering of
the Fund's shares to other than current shareholders and preparation, printing
and distribution of sales literature and
<PAGE> 6
DEAN WITTER MANAGED ASSETS TRUST
NOTES TO FINANCIAL STATEMENTS (unaudited) (continued)
- --------------------------------------------------------------------------------
advertising materials. In addition, the Distributor may be compensated under the
Plan for its opportunity costs in advancing such amounts, which compensation
would be in the form of a carrying charge on any unreimbursed expenses incurred
by the Distributor.
Provided that the Plan continues in effect, any cumulative expenses
incurred but not yet recovered, may be recovered through future distribution
fees from the Fund and contingent deferred sales charges from the Fund's
shareholders.
The Distributor has informed the Fund that for the six months ended
September 30, 1994, it received approximately $197,000 in deferred sales charges
from certain redemptions of the Fund's shares. The Fund's shareholders pay such
charges which are not an expense of the Fund.
4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES -- The cost of
purchases and proceeds from sales of portfolio securities, excluding short-term
investments, for the six months ended September 30, 1994 aggregated $32,425,788
and $169,423,977, respectively. Included in the aforementioned are purchases and
sales of U.S. Government securities of $21,093,730 and $34,860,407,
respectively.
For the six months ended September 30, 1994, the Fund incurred brokerage
commissions of $21,223 with Dean Witter Reynolds Inc. for portfolio transactions
executed on behalf of the Fund.
Dean Witter Trust Company, an affiliate of the Investment Manager and
Distributor, is the Fund's transfer agent. At September 30, 1994, the Fund had
transfer agent fees and expenses payable of approximately $28,000.
On April 1, 1991, the Fund established an unfunded noncontributory defined
benefit pension plan covering all independent Trustees of the Fund who will have
served as an independent Trustee for at least five years at the time of
retirement. Benefits under this plan are based on years of service and
compensation during the last five years of service. Aggregate pension costs for
the six months ended September 30, 1994, included in Trustees' fees and expenses
in the Statement of Operations amounted to $5,767. At September 30, 1994, the
Fund had accrued pension liability of $46,678 which is included in accrued
expenses in the Statement of Assets and Liabilities.
5. SHARES OF BENEFICIAL INTEREST -- Transactions in shares of beneficial
interest were as follows:
<TABLE>
<CAPTION>
For the six For the year
months ended ended
September 30, 1994 March 31, 1994
----------------------------- -----------------------------
Shares Amount Shares Amount
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Sold............................ 10,922,384 $ 116,766,322 8,078,807 $ 89,201,126
Reinvestment of dividends and
distributions................. 909,911 9,625,306 1,504,075 16,299,642
----------- ------------- ----------- -------------
11,832,295 126,391,628 9,582,882 105,500,768
Repurchased..................... (4,239,532) (45,302,500) (6,337,340) (69,981,072)
----------- ------------- ----------- -------------
Net increase.................... 7,592,763 $ 81,089,128 3,245,542 $ 35,519,696
========== ============= ========== =============
</TABLE>
6. FEDERAL INCOME TAX STATUS -- At March 31, 1994, the Fund had temporary
book/tax differences which were primarily attributable to realized capital loss
deferrals on wash sales.
<PAGE> 7
DEAN WITTER MANAGED ASSETS TRUST
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:
<TABLE>
<CAPTION>
For the
six
months
ended
September
30, For the year ended March 31,
1994 -------------------------------------------------------------
(unaudited) 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....... $ 10.73 $ 11.06 $ 11.36 $ 10.50 $ 9.99 $ 10.03
--------- --------- --------- --------- --------- ---------
Net investment income...................... 0.12 0.20 0.28 0.33 0.44 0.69
Net realized and unrealized gain on
investments.............................. 0.18 0.31 0.84 0.90 0.52 0.10
--------- --------- --------- --------- --------- ---------
Total from investment operations........... 0.30 0.51 1.12 1.23 0.96 0.79
--------- --------- --------- --------- --------- ---------
Less dividends and distributions from:
Net investment income.................... (0.12) (0.21) (0.28) (0.34) (0.44) (0.71)
Net realized gains on investments........ (0.28) (0.63) (1.14) (0.03) (0.01) (0.12)
--------- --------- --------- --------- --------- ---------
Total dividends and distributions.......... (0.40) (0.84) (1.42) (0.37) (0.45) (0.83)
--------- --------- --------- --------- --------- ---------
Net asset value, end of period............. $ 10.63 $ 10.73 $ 11.06 $ 11.36 $ 10.50 $ 9.99
========= ========= ========= ========= ========= =========
TOTAL INVESTMENT RETURN+................... 2.85%(1) 4.64% 10.52% 11.85% 10.07% 8.01%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)... $ 342,982 $ 264,816 $ 236,990 $ 219,744 $ 215,408 $ 279,494
Ratios to average net assets:
Expenses................................. 1.80%(2) 1.79% 1.80% 1.70% 1.78% 1.77%
Net investment income.................... 2.49%(2) 1.86% 2.48% 2.97% 4.34% 6.76%
Portfolio turnover rate.................... 46% 54% 68% 75% 125% 320%
</TABLE>
- ---------------
+ Does not reflect the deduction of sales load.
(1) Not annualized.
(2) Annualized.
See Notes to Financial Statements
<PAGE> 8
TRUSTEES
Jack F. Bennett
Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. John E. Jeuck
Dr. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
Edward R. Telling
OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive Officer
Sheldon Curtis
Vice President, Secretary and General Counsel
Kenton J. Hinchliffe
Vice President
Thomas F. Caloia
Treasurer
TRANSFER AGENT
Dean Witter Trust Company
Harborside Financial Center - Plaza Two
Jersey City, New Jersey 07311
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
INVESTMENT MANAGER
Dean Witter InterCapital Inc.
Two World Trade Center
New York, New York 10048
The financial statements included herein have been taken from the records of
the Fund without examination by the independent accountants and accordingly
they do not express an opinion thereon.
This report is submitted for the general information of shareholders of the
Fund. For more detailed information about the Fund, its officers and trustees,
fees, expenses and other pertinent information, please see the prospectus of
the Fund.
This report is not authorized for distribution to prospective investors in the
Fund unless preceded or accompanied by an effective prospectus.
DEAN WITTER
MANAGED ASSETS
TRUST
[PHOTO]
SEMIANNUAL REPORT
SEPTEMBER 30, 1994
<PAGE> 9
APPENDIX
Photo shows picture of three clocks.
