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 December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission file number 0-10181
ELJER TAX REDUCTION INVESTMENT PLAN
(Full Title of Plan)
ELJER INDUSTRIES, INC.
17120 Dallas Parkway
Dallas, Texas 75248
(Name of Issuer of the Securities Held Pursuant to the Plan and
the Address of its Principal Executive Office)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative and Investment Committee has duly caused this annual report
to be signed by the undersigned thereunto duly authorized.
Eljer Tax Reduction Investment Plan
June 28, 1996
By: /s/ Russell D. Boaz
-----------------------
Russell D. Boaz
Member of the Administrative
and Investment Committee
By: /s/ Nancy J. Duricic
------------------------
Nancy J. Duricic
Member of the Administrative
and Investment Committee
By: /s/ Brooks F. Sherman
-------------------------
Brooks F. Sherman
Member of the Administrative
and Investment Committee
<PAGE>
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
Financial Statements And Supplemental Schedules
As Of December 31, 1995 And 1994
Together With Report Of Independent Public Accountants
<PAGE>
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
-----------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants........................................................... 1
Financial Statements:
Statements of Net Assets Available for Benefits................................................ 2
Statements of Changes in Net Assets Available for Benefits..................................... 3
Notes to Financial Statements.................................................................. 4-10
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at December 31, 1995 (Item 27a).............. 11-12
Schedule of Reportable Transactions for the Year Ended December 31, 1995 (Item 27d)......... 13-14
Exhibit 24 - Consent of Independent Public Accountants,
Arthur Andersen LLP........................................................................ 15
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and
the Eljer TRIP Administrative and Investment Committee
of the Eljer Tax Reduction Investment Plan:
We have audited the accompanying statements of net assets available for benefits
of the Eljer Tax Reduction Investment Plan ("TRIP" or the "Plan") as of December
31, 1995 and 1994, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements and the
schedules referred to below are the responsibility of the Eljer TRIP
Administrative and Investment Committee of the Plan. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
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.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for purposes of additional analysis and are not
a required part of the basic financial statements but are supplementary
information required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules 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/Arthur Andersen LLP
Dallas, Texas,
April 25, 1996
1
<PAGE>
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
-----------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
AS OF DECEMBER 31, 1995 AND 1994
--------------------------------
(In thousands of dollars)
<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
ASSETS:
Investments at market value-
Common stocks $ 6,881 $ 3,742
Mutual funds of registered investment companies 6,770 4,850
Pooled separate account 7,247 4,307
Loans to participants 1,085 999
Money market 137 --
------- -------
22,120 13,898
Guaranteed investment contracts, at contract value -- 2,425
------- -------
Total investments 22,120 16,323
------- -------
Receivables-
Employer contributions 178 173
Participants' contributions 156 150
Accrued dividends and interest 11 19
Loan repayments 39 67
------- -------
Total receivables 384 409
------- -------
Total assets 22,504 16,732
LIABILITIES:
Refunds to participants 15 74
Loans payable to participants 32 88
Other -- 10
------- -------
Total liabilities 47 172
------- -------
NET ASSETS AVAILABLE FOR BENEFITS $22,457 $16,560
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
-----------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
----------------------------------------------
(In thousands of dollars)
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
CONTRIBUTIONS:
Participants $ 1,914 $ 1,968
Employer 779 751
INTEREST INCOME 480 499
DIVIDEND INCOME 447 211
NET UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS 3,722 (716)
NET REALIZED GAINS (LOSSES) ON INVESTMENTS 346 (11)
BENEFITS PAID TO PARTICIPANTS (1,755) (1,379)
OTHER (36) --
-------- --------
Increase in net assets available for benefits 5,897 1,323
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 16,560 15,237
-------- --------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 22,457 $ 16,560
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1995 AND 1994
--------------------------
1. GENERAL DESCRIPTION OF THE PLAN:
--------------------------------
The Eljer Tax Reduction Investment Plan (the "Plan"), which became effective
April 1, 1989 (see Note 5), is a defined contribution retirement plan for
eligible employees of Eljer Industries, Inc. (the "Company") and its
participating subsidiaries. Subject to certain eligibility requirements,
participants may contribute on a pretax basis ("Tax Reduction Contributions") or
after-tax basis ("Investment Plan Contributions") up to 15% of their
compensation to the Plan through employee payroll deductions. The participants
are fully vested in their contributions immediately. Each participant's
contributions may, at the Company's discretion, be matched in whole or in part
by Company contributions ("Employer Matching Contributions") at a rate
determined by the Company. The amount of a participant's contribution eligible
for matching may not exceed 6% of the participant's annual compensation. Each
participant's employer matching contributions vest ratably over four years of
plan participation and will become 100% vested upon eligibility for normal or
early retirement, death, permanent disability, or after five years of service.
Participants may obtain loans from the Plan up to the lesser of one-half of
their individual vested balance or regulatory maximum. With certain exceptions,
a participant's Investment Plan Contributions may be withdrawn at any time while
Tax Reduction Contributions may not be withdrawn except for an immediate
financial hardship, as defined in the Plan, termination of employment or
attainment of age 59-1/2. Employer Matching Contributions may be withdrawn after
five years of plan participation.
Withdrawals may be subject to federal income tax.
Participants may elect to invest their contributions and the Employer Matching
Contributions in a combination of the Company's common stock ("Eljer"), fixed
income fund ("Fixed"), the equity fund ("Equity"), or the balanced fund
("Balanced"). At December 31, 1995, the number of participants electing total or
partial investment in each of the four funds was as follows: Eljer, 190; Fixed,
783; Equity, 434; and Balanced, 389. In addition, the Plan also has investments
in Household International, Inc. ("Household") common stock, which was
transferred from the similar Household Manufacturing, Inc. Tax Reduction
Investment Plan ("HMI Plan") (see Note 5). No contributions are permitted into
the Household fund.
Eljer Manufacturing, Inc., the Plan sponsor and a wholly owned subsidiary of the
Company, pays all administrative expenses of the Plan and is not reimbursed by
the Plan. Nationsbank Trust is the Plan's trustee. Participants should refer to
the plan agreement for a more complete description of the Plan's provisions.
2. SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------
The accounts of the Plan are maintained on the accrual basis of accounting.
Investments in common stock and mutual funds of registered investment companies
are carried at market value determined on the basis of quoted market prices. The
guaranteed investment contracts are carried at contract value, which
approximates fair value at December 31, 1994, and represent contributions made
under the contracts plus interest at the contract rates. Money market funds are
carried at cost which approximates market. The average cost basis is used in
determining gains or losses on securities sold or distributed.
4
<PAGE>
3. FORFEITURES:
------------
Forfeitures reduced the amount of Employer Matching Contributions and were
approximately $6,800 and $7,500 for 1995 and 1994, respectively.
4. TAX STATUS OF THE PLAN:
-----------------------
The Plan operates as a qualified plan under Sections 401(a) and 401(k) of the
Internal Revenue Code (the "Code"). Qualification of the Plan means that a
participant will not be subject to federal income taxes on Tax Reduction
Contributions and Employer Matching Contributions, or on earnings or
appreciation on all account balances held in the Plan, until such amounts either
are withdrawn by or distributed to the participant, or are distributed to the
participant's beneficiary in the event of the participant's death. The Plan has
received a favorable determination letter, dated September 30, 1994, from the
Internal Revenue Service that indicates that the Plan meets the requirements of
the Code so as to be exempt from taxation under Sections 401(a) and 501(a) of
the Code.
5. PLAN INCEPTION:
---------------
Prior to April 14, 1989, the Company and its subsidiaries were wholly owned
subsidiaries of Household. On April 14, 1989, Household distributed to its
shareholders all of the outstanding shares of common stock of the Company. In
preparation for the April 14, 1989, distribution, on April 1, 1989, the equity
of the Plan for the participating employees of the Company was transferred from
the HMI Plan to the Plan adopted by the Company effective as of April 1, 1989.
6. PLAN TERMINATION:
-----------------
According to the plan document, the Plan shall terminate upon the dissolution,
merger, consolidation, or reorganization of the Employer, or the sale by the
Employer of all or substantially all of its assets, unless the successor or
purchaser makes a provision to continue the Plan. 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
the Employee Retirement Income Security Act of 1974. In the event of Plan
termination, participants will become 100% vested in their accounts.
7. SIGNIFICANT INVESTMENTS:
------------------------
The following investments represent 5% or more of the Net Assets Available for
Benefits at December 31, 1995 and 1994 (in thousands):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Common stocks:
Eljer Industries, Inc., common stock $5,007 $2,369
Household International, Inc., common stock 1,874 1,373
Mutual funds of registered investment companies:
Davis New York Venture Fund 1,664 --
Putnam Voyager Fund 1,174 --
Vanguard Fixed Income Fund -- 1,076
Pooled separate account:
LaSalle Income Plus Fund 7,247 4,307
Loans to participants -- 999
Guaranteed investment contracts:
Principal Mutual Life #86269, maturity 6/30/95 -- 1,464
Travelers #15105, maturity 1/1/95 -- 961
</TABLE>
5
<PAGE>
8. RECONCILIATION TO FORM 5500:
----------------------------
These financial statements and Schedules I and II used in the Table of Contents
do not include benefits payable to withdrawing participants, which are included
in Form 5500, in order to conform with generally accepted accounting principles.
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 in thousands:
<TABLE>
<CAPTION>
December 31,
---------------
1995 1994
---- ----
<S> <C> <C>
Net assets available for benefits per the financial statements $ 22,457 $ 16,560
Amounts allocated to withdrawing participants (222) (234)
-------- --------
Net assets available for benefits per the Form 5500 $ 22,235 $ 16,326
======== ========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 in thousands:
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
1995 1994
---- ----
<S> <C> <C>
Benefits paid to participants per the financial statements $ 1,755 $ 1,379
Add: Amounts allocated to withdrawing participants at
December 31, 1995 222 234
Less: Amounts allocated to withdrawing participants at
December 31, 1994 (234) (414)
------- -------
Benefits paid to participants per the Form 5500 $ 1,743 $ 1,199
======= =======
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
9. CONTINGENCIES:
--------------
Shares of the common stock of the Company represent 23% of the Plan's Net Assets
Available for Benefits at December 31, 1995. The Company and certain of its
subsidiaries are involved in litigation related to the Qest polybutylene
plumbing systems ("Qest system") manufactured and sold by United States Brass
Corporation ("U.S. Brass"), environmental matters, and other matters which, if
determined adversely to the Company, may have a material adverse effect on its
financial condition or results of operations. On May 23, 1994, U.S. Brass, an
indirect, wholly owned subsidiary of the Company, filed a voluntary petition for
reorganization under Chapter 11 of the Federal Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of Texas. The purpose of the
filing is to resolve systematically the issues resulting from the Qest system
and related litigation and to seek confirmation of a plan of reorganization
which, among other things, provides for the payment, satisfaction, and discharge
of all claims against U.S. Brass involving the Qest system. The report of the
Company's independent public accountants relating to the audited financial
statements included in the Form 10-K for the year ended December 31, 1995,
states that this matter raises substantial doubt about the Company's ability to
continue as a going concern in its present consolidated form. Reference is made
to Note 2, "Bankruptcy of United States Brass Corporation," Note 13,
"Contingencies," and Note 14, "Relationship with Household," to the Consolidated
Financial Statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, the Company's quarterly report on Form 10-Q for the
quarterly period ended March 31, 1996, and the Company's current report on Form
8-K dated June 13, 1996, which are incorporated herein, for additional
discussion of contingencies and legal matters involving the Company.
6
<PAGE>
In the event the above items have a material adverse effect on the Company, it
could affect the market value of the shares of common stock of the Company held
in the Plan. However, it will have no impact on any other assets of the Plan,
nor any employee's rights to such assets, as the Plan is a separate, distinct
entity from the Company.
10. SUBSEQUENT EVENT:
-----------------
Effective as of January 1, 1996, the Plan was amended to add a profit sharing
contribution feature to the Plan pursuant to which eligible employees of the
Company and its participating affiliated companies will receive allocations of
contributions ranging from 2% to 9% of their compensation based on their years
of credited service with the Company and its affiliated companies, including
service with predecessor entities to the Company and its affiliated companies.
These profit sharing contributions are referred to as TRIP+ contributions and
will be made to the Plan on a quarterly basis.
11. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS:
------------------------------------------------
The following table presents the allocation of net assets available for benefits
by fund as of December 31, 1995 (in thousands):
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------
Eljer Household
Common Common Fixed Loans
Stock Stock Income Balanced Equity to
Fund Fund Fund Fund Fund Participants Total
---- ---- ---- ---- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at market value-
Common stocks $5,007 $1,874 $ -- $ -- $ -- $ -- $6,881
Mutual funds of registered
investment companies -- -- -- 2,913 3,857 -- 6,770
Pooled separate account -- -- 7,247 -- -- -- 7,247
Loans to participants -- -- -- -- -- 1,085 1,085
Money market 2 -- 2 90 43 -- 137
------ ------ ------ ------ ------ ------ -------
Total investments 5,009 1,874 7,249 3,003 3,900 1,085 22,120
------ ------ ------ ------ ------ ------ -------
Receivables-
Employer contributions 76 -- 43 24 35 -- 178
Participants' contributions 12 -- 70 29 45 -- 156
Accrued dividends and interest -- 11 -- -- -- -- 11
Loan repayments 3 -- 19 7 10 -- 39
Transfers (17) (11) (22) 11 39 -- --
------ ------ ------ ------ ------ ------ -------
Total receivables 74 -- 110 71 129 -- 384
------ ------ ------ ------ ------ ------ -------
Total assets 5,083 1,874 7,359 3,074 4,029 1,085 22,504
LIABILITIES:
Refunds to participants 1 -- 6 2 6 -- 15
Loans payable to participants -- -- -- -- -- 32 32
------ ------ ------ ------ ------ ------ -------
Total liabilities 1 -- 6 2 6 32 47
------ ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE FOR
BENEFITS $5,082 $1,874 $7,353 $3,072 $4,023 $1,053 $22,457
====== ====== ====== ====== ====== ====== =======
</TABLE>
7
<PAGE>
The following table presents the allocation of net assets available for benefits
by fund as of December 31, 1994 (in thousands):
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------
Eljer Household
Common Common Fixed Loans
Stock Stock Income Balanced Equity to
Fund Fund Fund Fund Fund Participants Total
---- ---- ---- ---- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at market value-
Common stocks $2,369 $1,373 $ - $ - $ - $ - $ 3,742
Mutual funds of registered
investment companies - - - 2,237 2,613 - 4,850
Pooled separate account - - 4,307 - - - 4,307
Loans to participants - - - - - 999 999
------ ------ ------ ------ ------ ------ -------
2,369 1,373 4,307 2,237 2,613 999 13,898
Guaranteed investment contracts - - 2,425 - - - 2,425
------ ------ ------ ------ ------ ------ -------
Total investments 2,369 1,373 6,732 2,237 2,613 999 16,323
------ ------ ------ ------ ------ ------ -------
Receivables-
Employer contributions 88 - 34 22 29 - 173
Participants' contributions 12 - 64 29 45 - 150
Accrued dividends and interest - - 19 - - - 19
Loan repayments 4 - 15 7 7 34 67
Transfers 11 (12) (2) 2 1 - -
------ ------ ------ ------ ------ ------ -------
Total receivables 115 (12) 130 60 82 34 409
------ ------ ------ ------ ------ ------ -------
Total assets 2,484 1,361 6,862 2,297 2,695 1,033 16,732
LIABILITIES:
Refunds to participants 3 - 31 19 21 - 74
Loans payable to participants 5 - 28 1 1 53 88
Other 10 - - - - - 10
------ ------ ------ ------ ------ ------ -------
Total liabilities 18 - 59 20 22 53 172
------ ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE FOR
BENEFITS $2,466 $1,361 $6,803 $2,277 $2,673 $ 980 $16,560
====== ====== ====== ====== ====== ====== =======
</TABLE>
8
<PAGE>
12. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS:
-----------------------------------------------------------
The following table presents the allocation of changes in net assets available
for benefits by fund for the year ended December 31, 1995 (in thousands):
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Eljer Household
Common Common Fixed Loans
Stock Stock Income Balanced Equity to
Fund Fund Fund Fund Fund Participants Total
---- ---- ---- ---- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Participants $ 162 $ -- $ 792 $ 371 $ 589 $ -- $ 1,914
Employer 364 -- 167 104 144 -- 779
INTEREST INCOME 8 -- 472 -- -- -- 480
DIVIDEND INCOME -- 44 -- 223 180 -- 447
NET UNREALIZED APPRECIATION
OF INVESTMENTS 2,368 705 -- 84 565 -- 3,722
NET REALIZED GAINS (LOSSES) ON
INVESTMENTS (27) 32 -- 222 119 -- 346
BENEFITS PAID TO PARTICIPANTS (233) (206) (881) (190) (245) -- (1,755)
INTERFUND TRANSFERS (35) (59) 106 (40) 28 -- --
LOAN REPAYMENTS BY
PARTICIPANTS 38 -- 188 91 98 (415) --
LOANS MADE TO PARTICIPANTS (29) (3) (294) (70) (128) 524 --
OTHER -- -- -- -- -- (36) (36)
------ ------ ------ ------ ------ ------ -------
Increase in net assets
available for benefits 2,616 513 550 795 1,350 73 5,897
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 2,466 1,361 6,803 2,277 2,673 980 16,560
------ ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $5,082 $1,874 $7,353 $3,072 $4,023 $1,053 $22,457
====== ====== ====== ====== ====== ====== =======
</TABLE>
9
<PAGE>
The following table presents the allocation of changes in net assets available
for benefits by fund for the year ended December 31, 1994 (in thousands):
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Eljer Household
Common Common Fixed Loans
Stock Stock Income Balanced Equity to
Fund Fund Fund Fund Fund Participants Total
---- ---- ---- ---- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Participants $ 170 $ - $ 781 $ 406 $ 611 $ - $ 1,968
Employer 402 - 142 95 112 - 751
INTEREST INCOME 40 - 459 - - - 499
DIVIDEND INCOME - 47 - 85 79 - 211
NET UNREALIZED (DEPRECIATION)
APPRECIATION OF INVESTMENTS (503) 79 - (120) (172) - (716)
NET REALIZED GAINS (LOSSES) ON
INVESTMENTS 6 3 - (2) (18) - (11)
BENEFITS PAID TO PARTICIPANTS (109) (79) (879) (168) (144) - (1,379)
INTERFUND TRANSFERS (37) (10) (28) 28 47 - -
LOAN REPAYMENTS BY
PARTICIPANTS 42 - 125 91 101 (359) -
LOANS MADE TO PARTICIPANTS (68) (7) (389) (69) (102) 635 -
------ ------ ------ ------ ------ ----- -------
(Decrease) increase in net
assets available for benefits (57) 33 211 346 514 276 1,323
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 2,523 1,328 6,592 1,931 2,159 704 15,237
------ ------ ------ ------ ------ ----- -------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $2,466 $1,361 $6,803 $2,277 $2,673 $ 980 $16,560
====== ====== ====== ====== ====== ===== =======
</TABLE>
10
<PAGE>
SCHEDULE I
Page 1 of 2
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
(In thousands of dollars, except per share amounts)
EIN: 36-3114796
PLAN NUMBER: 101
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description
of Current
Identity of Party Involved Investment Cost Value
-------------------------- ---------- ---- -----
<S> <C> <C> <C> <C>
* ELJER INDUSTRIES, INC. Common Stock, par value $1
465,751 shares $ 4,072 $ 5,007
HOUSEHOLD INTERNATIONAL, INC. Common Stock, par value $1
31,501 shares 387 1,874
LASALLE NATIONAL TRUST, N.A. LaSalle Income Plus Fund,
7,246,853 shares 7,247 7,247
THE VANGUARD GROUP OF Vanguard Fixed Income Fund,
INVESTMENT COMPANIES 93,485 shares 1,010 1,020
DAVIS SELECTED ADVISORS, Davis New York Venture Fund,
L.P. 114,860 shares 1,581 1,664
T. ROWE PRICE INTERNATIONAL T. Rowe Price International Stock Fund,
FUNDS, INC. 83,736 shares 973 1,024
THE VANGUARD GROUP OF Vanguard Windsor II Fund,
INVESTMENT COMPANIES 31,432 shares 622 649
<FN>
* Column (a) indicates each identified person/entity known to be a party-interest.
</FN>
</TABLE>
This supplemental schedule lists assets held for investment purposes at
December 31, 1995, as required by the Department of Labor Rules and Regulations
for Reporting and Disclosure.
11
<PAGE>
SCHEDULE I
Page 2 of 2
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
(In thousands of dollars, except per share amounts)
EIN: 36-3114796
PLAN NUMBER: 101
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description
of Current
Identity of Party Involved Investment Cost Value
-------------------------- ---------- ---- -----
<S> <C> <C> <C> <C>
PIMCO ADVISORS Blairlogie Emerging Markets Fund,
INSTITUTIONAL ADVISORS 13,871 shares $ 182 $ 159
PUTNAM VOYAGER FUND Putnam Voyager Fund,
76,998 shares 929 1,174
PIC INVESTMENT TRUST Pinnacle Growth Fund,
78,803 shares 961 1,080
* LOANS TO PARTICIPANTS Loans to Participants
Interest rates 9.5% to 10% -- 1,085
* NATIONSBANK TRUST Nations Prime Fund 137 137
-------- -------
$18,101 $22,120
======= =======
<FN>
* Column (a) indicates each identified person/entity known to be a party-in-interest.
</FN>
</TABLE>
This supplemental schedule lists assets held for investment
purposes at December 31, 1995, as required by the Department
of Labor Rules and Regulations for Reporting and Disclosure.
12
<PAGE>
SCHEDULE II
Page 1 of 2
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
EIN: 36-3114796
PLAN NUMBER: 101
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (i)
Net
Identity of Description Purchase Selling Cost of Gain/
Party Involved of Asset Price Price Asset (Loss)
- ---------------------------------- --------------------------------------------- ----------- ---------- ---------- --------
INDIVIDUAL TRANSACTIONS:
<S> <C> <C> <C> <C> <C>
Principal Mutual Life Insurance Guaranteed Investment Contract #86269, 9.55%
Company $ -- $1,531,650 $1,531,650 $ --
Travelers Insurance Company Guaranteed Investment Contract #15105, 9.09% -- 968,244 968,244 --
LaSalle National Trust, N.A. LaSalle Income Plus Fund 968,705 -- 968,705 --
LaSalle National Trust, N.A. LaSalle Income Plus Fund 1,543,913 -- 1,543,913 --
Janus Capital Corporation Janus Fixed Income Fund -- 834,117 692,842 141,275
SERIES OF TRANSACTIONS:
Principal Mutual Life Insurance Guaranteed Investment Contract #86269, 9.55%
Company 6 Purchases 68,039 -- 68,039 --
1 Sale 1,531,650 1,531,650 --
Travelers Insurance Company Guaranteed Investment Contract #15105, 9.09%
1 Purchase 7,128 -- 7,128 --
1 Sale -- 968,244 968,244 --
LaSalle National Trust, N.A. LaSalle Income Plus Fund
32 Purchases 4,185,539 -- 4,185,539 --
42 Sales -- 1,245,903 1,245,903 --
Davis Selected Advisors, L.P. Davis New York Venture Fund
25 Purchases 1,091,915 -- 1,091,915 --
18 Sales -- 358,509 318,282 40,227
PIC Investment Trust Pinnacle Growth Fund
13 Purchases 975,318 -- 975,318 --
1 Sale -- 17,551 14,698 2,853
<FN>
Categories (e) Lease Rental and (f) Transaction Expense do not apply to any of these transactions. Category (h) Current Value is the
same as Purchase Price or Selling Price.
</FN>
</TABLE>
This supplemental schedule lists individual and series of
transactions in excess of 5% of the fair market
value of the plan assets at the beginning of the
year as required
by the Department of Labor Rules and Regulations for Reporting and Disclosure.
13
<PAGE>
SCHEDULE II
Page 2 of 2
ELJER MANUFACTURING, INC.
TAX REDUCTION INVESTMENT PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
EIN: 36-3114796
PLAN NUMBER: 101
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (i)
Net
Identity of Description Purchase Selling Cost of Gain/
Party Involved of Asset Price Price Asset (Loss)
- ---------------------- ------------------------- ------------- ------------ ------------ ----------
SERIES OF TRANSACTIONS:
<S> <C> <C> <C> <C> <C>
Steinroe & Farnham Steinroe Special Fund
11 Purchases $ 309,145 $ -- $ 309,145 $ --
9 Sales -- 946,221 950,276 (4,055)
Janus Capital Corporation Janus Fixed Income Fund
21 Purchases 150,302 -- 150,302 --
2 Sales -- 845,971 702,685 143,286
Eljer Industries, Inc. Common Stock
29 Purchases 655,338 -- 655,338 --
57 Sales -- 441,068 617,721 (176,653)
NationsBank Trust Nations Prime Fund
237 Purchases 7,056,027 -- 7,056,027 --
184 Sales -- 6,923,502 6,923,502 --
<FN>
Categories (e) Lease Rental and (f) Transaction Expense do not apply to any of these transactions. Category (h) Current Value is
the same as Purchase Price or Selling Price.
</FN>
</TABLE>
This supplemental schedule lists individual and series of
transactions in excess of 5% of the fair market
value of the plan assets at the beginning of the
year as required
by the Department of Labor Rules and Regulations for Reporting and Disclosure.
14
<PAGE>
EXHIBIT 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated April 25, 1996, included in this Form 11-K, into Eljer Industries,
Inc.'s previously filed Registration Statement File No. 33-29009 on Form S-8.
/s/Arthur Andersen LLP
Dallas, Texas,
June 28, 1996
15
<PAGE>
