SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(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)
For the transition period from to
Commission file number: 1-11083
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537
AUDITED FINANCIAL STATEMENTS AND SCHEDULES
SCIMED LIFE SYSTEMS, INC.
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
YEARS ENDED DECEMBER 31, 1995 AND 1994
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
Audited Financial Statements and Schedules
Years ended December 31, 1995 and 1994
CONTENTS
Reports of Independent Auditors 1
Audited Financial Statements and Schedules
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 7
Item 27(a)--Schedule of Assets Held for Investment Purposes 11
Item 27(d)--Schedule of Reportable Transactions 12
Report of Independent Auditors
We have audited the accompanying statement of net assets available for
benefits of SCIMED Life Systems, Inc. Retirement Savings and Profit
Sharing Plan (the "Plan") as of December 31, 1995, and the related
statement of changes in net assets available for benefits for the year
then ended. 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 audit. The accompanying statement of net
assets available for benefits of the Plan as of December 31, 1994, and the
related statement of changes in net assets available for benefits for the
year then ended, were audited by other auditors whose report dated May 12,
1995 expressed an unqualified opinion on those statements.
We conducted our audit 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 audit
provides 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 at December 31, 1995, and the changes in its net assets available for
benefits for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1995,
and reportable transactions for the year then ended, are presented for
purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the financial statements. The
supplemental schedules have been subjected to the auditing procedures
applied in our audit of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial
statements taken as a whole.
Ernst & Young LLP
June 7, 1996
INDEPENDENT AUDITORS' REPORT
Board of Directors
SCIMED Life Systems, Inc.
Minneapolis, Minnesota
We have audited the accompanying statements of net assets available for
plan benefits of SCIMED Life Systems, Inc. Retirement Savings and Profit
Sharing Plan (the Plan) as of December 31, 1994 and the related statements
of changes in net assets available for plan benefits for the year then
ended. 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 audit.
We conducted our audit 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 audit
provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits as of December 31,
1994 and the changes in net assets available for plan benefits for the
year then ended, in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by
fund is presented for the purpose of additional analysis of the basic
financial statements, rather than to present information regarding the net
assets available for plan benefits of the individual funds, and it is not
a required part of the basic financial statements. The supplemental
schedules listed in the Table of Contents are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This supplemental
information by fund and these schedules are the responsibility of plan
management. Such supplemental information by fund and schedules have been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, are fairly stated, in all
material respects, when considered in relation to the basic financial
statements taken as a whole.
Deloitte & Touche
May 12, 1995
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 1995
<TABLE>
<CAPTION>
First Vanguard
American Fixed
Prime Lindner Income Vanguard Scudder Promissory
Obligations Dividend BSC Stock Securities U.S. Growth Global Note
Fund Fund Fund Fund Portfolio Fund Fund Total
----------- ---------- --------- ---------- ----------- ------- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Cash $ (3,857) $ 801 $ (16,479) $ -- $ -- $ -- $ -- $ (19,535)
Investments, at fair value:
Mutual Fund 3,697,019 5,845,428 21,294 1,169,486 4,251,022 870,903 24,455 15,879,607
Common Stock -- -- 14,719,939 -- -- -- -- 14,719,939
Participant notes receivable -- -- -- -- -- -- 490,515 490,515
------------------------------------------------------------------------------------------------
Total investments 3,697,019 5,845,428 14,741,233 1,169,486 4,251,022 870,903 514,970 31,090,061
Receivables:
Employer's contributions 166,773 250,632 404,413 62,126 230,199 66,969 -- 1,181,112
Participants' contributions 36,145 59,281 93,971 14,573 54,450 16,028 -- 274,448
Accrued interest and dividends 16,905 3,499 295 731 1,961 30 149 23,570
------------------------------------------------------------------------------------------------
Total receivables 219,823 313,412 498,679 77,430 286,610 83,027 149 1,479,130
------------------------------------------------------------------------------------------------
Total assets 3,912,985 6,159,641 15,223,433 1,246,916 4,537,632 953,930 515,119 32,549,656
Liabilities
Vested benefits payable to
terminated participants 4,218 33,306 4,380 1,721 3,522 -- -- 47,147
------------------------------------------------------------------------------------------------
Net assets available for benefits $3,908,767 $6,126,335 $15,219,053 $1,245,195 $4,534,110 $953,930 $515,119 $32,502,509
================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 1994
<TABLE>
<CAPTION>
First Vanguard
American Fixed
Institutional Lindner SCIMED Income Vanguard Scudder Promissory
Money Dividend Stock Securities U.S. Growth Global Note
Fund Fund Fund Fund Portfolio Fund Fund Total
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Cash equivalents $3,269,224 $ 17,786 $ -- $ 114 $ 2,358 $ -- $ 28,643 $ 3,318,125
Mutual funds -- 5,618,354 -- 1,077,114 2,141,868 189,083 -- 9,026,419
Common stock -- -- 4,118,713 -- -- -- -- 4,118,713
Participant notes receivable -- -- -- -- -- -- 268,584 268,584
------------------------------------------------------------------------------------------------
Total investments 3,269,224 5,636,140 4,118,713 1,077,228 2,144,226 189,083 297,227 16,731,841
Receivables:
Employer's contributions 189,881 172,508 191,654 39,427 105,079 22,296 -- 720,845
Participants' contributions 8,125 20,950 10,584 4,514 1,336 11,827 -- 57,336
Accrued interest and dividends 15,638 149 63 31 61 28 272 16,242
------------------------------------------------------------------------------------------------
Total receivables 213,644 193,607 202,301 43,972 106,476 34,151 272 794,423
------------------------------------------------------------------------------------------------
Total assets 3,482,868 5,829,747 4,321,014 1,121,200 2,250,702 223,234 297,499 17,526,264
Liabilities
Vested benefits payable to
terminated participants 145,793 162,268 136,987 42,519 44,285 -- -- 531,852
------------------------------------------------------------------------------------------------
Net assets available for benefits $3,337,075 $5,667,479 $4,184,027 $1,078,681 $2,206,417 $223,234 $297,499 $16,994,412
================================================================================================
</TABLE>
See accompanying notes.
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31, 1995
<TABLE>
<CAPTION>
First Vanguard
American Fixed
Prime Lindner Income Vanguard Scudder Promissory
Obligations Dividend BSC Stock Securities U.S. Growth Global Note
Fund Fund Fund Fund Portfolio Fund Fund Total
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Net appreciation in fair
value of investments $ -- $ 786,781 $10,099,688 $ 61,806 $ 942,782 $109,756 $ -- $12,000,813
Interest and dividends 216,530 302,957 9,844 72,931 60,880 7,067 1,321 671,530
Participant contributions 594,618 624,896 850,295 140,758 561,115 143,197 -- 2,914,879
Employer contributions 321,197 408,780 619,007 96,203 373,677 100,164 -- 1,919,028
Other additions 34,518 46,332 42,771 8,171 14,158 2,424 (691) 147,683
Transfers, net (140,823) (1,006,924) (94,622) (125,788) 536,446 444,861 386,850 --
----------------------------------------------------------------------------------------------------
Total additions 1,026,040 1,162,822 11,526,983 254,081 2,489,058 807,469 387,480 17,653,933
Deductions
Participant benefits 454,348 703,966 491,957 87,567 161,365 76,773 169,860 2,145,836
----------------------------------------------------------------------------------------------------
Net increase 571,692 458,856 11,035,026 166,514 2,327,693 730,696 217,620 15,508,097
Net assets available for
benefits:
Beginning of year 3,337,075 5,667,479 4,184,027 1,078,681 2,206,417 223,234 297,499 16,994,412
----------------------------------------------------------------------------------------------------
End of year $3,908,767 $6,126,335 $15,219,053 $1,245,195 $4,534,110 $953,930 $515,119 $32,502,509
====================================================================================================
</TABLE>
See accompanying notes.
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31, 1994
<TABLE>
<CAPTION>
First Vanguard
American Fixed
Institutional Lindner SCIMED Income Vanguard Scudder Promissory
Money Dividend Stock Securities U.S. Growth Global Note
Fund Fund Fund Fund Portfolio Fund Fund Total
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Net appreciation in fair
value of investments $ -- $ -- $1,144,863 $ -- $ 49,054 $ -- $ -- $ 1,193,917
Interest and dividends 134,745 415,838 3,714 61,302 24,972 58 438 641,067
Participants 389,639 906,307 589,032 192,330 424,164 59,508 -- 2,560,980
Employer 382,604 456,718 437,360 93,936 296,874 69,325 -- 1,736,817
Other additions 27,999 45,024 22,867 6,155 12,585 -- -- 114,630
Transfers, net (11,671) (65,340) (147,232) (3,452) (65,322) 97,098 195,919 --
-------------------------------------------------------------------------------------------------------
Total additions 923,316 1,758,547 2,050,604 350,271 742,327 225,989 196,357 6,247,411
Deductions
Participant benefits 517,484 1,346,318 320,205 291,512 295,850 2,755 181,373 2,955,497
-------------------------------------------------------------------------------------------------------
Net increase 405,832 412,229 1,730,399 58,759 446,477 223,234 14,984 3,291,914
Net assets available for
benefits:
Beginning of year 2,931,243 5,255,250 2,453,628 1,019,922 1,759,940 -- 282,515 13,702,498
-------------------------------------------------------------------------------------------------------
End of year $3,337,075 $5,667,479 $4,184,027 $1,078,681 $2,206,417 $223,234 $297,499 $16,994,412
=======================================================================================================
</TABLE>
See accompanying notes.
SCIMED LIFE SYSTEMS, INC.
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are presented on the accrual basis of accounting.
Investments are carried at fair market value based on quoted market
prices. Participant notes receivable are valued at cost which approximates
fair value. Realized gains and losses on sales of securities are
determined on the basis of specific identification of investment costs.
Certain 1994 amounts have been reclassified to conform to the 1995
presentation.
2. DESCRIPTION OF THE PLAN
The following description of the SCIMED Life Systems, Inc. Retirement
Savings and Profit Sharing Plan (the Plan) is provided for summary
information purposes only. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
GENERAL
The Plan, which is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA), was adopted effective April 1, 1987
as a defined contribution employee savings plan. On November 15, 1992
SCIMED Life Systems, Inc.'s (the Company) Board of Directors approved an
amended and restated Plan document, which is generally effective
retroactive to March 1, 1989, designed to meet the requirements of the Tax
Reform Act of 1986 and to make certain other technical changes. On
December 15, 1994, the Company's Board of Directors approved the First
Amendment to the Plan, effective January 1, 1994 to implement the OBRA '93
$150,000 compensation limit and to clarify that it is the Board of
Directors that has the authority to amend the Plan. The Plan contains both
401(k) and profit sharing features.
CONTRIBUTIONS AND VESTING
The 401(k) portion of the Plan is available to employees age 21 and older
as of the start of the calendar year quarter following or coinciding with
completion of 500 hours of service during a 6-month period. Such employees
can then contribute on a pre-tax basis up to 10% of their base and
overtime pay to their 401(k) account, with the first 6% eligible for
employer matching at a rate determined by the Company. The employer match
was 30% for the years ended December 31, 1995 and 1994. Participant 401(k)
contributions and employer matching contributions, as well as any rollover
contributions from other qualified plans, are 100% vested when made.
Participant and employer matching contributions under Section 401(k) of
the Internal Revenue Code are subject to certain regulatory limits.
Employees become eligible to participate in the profit sharing portion of
the Plan as of the first March 1 or September 1 following or coinciding
with completion of 1,000 hours of service during a 1-year period. The
Board of Directors, in its discretion, sets the level of profit sharing
contributions at a specified percentage of base and overtime pay.
Participants become 20% vested in these contributions for each year of
vesting service with full vesting after five years, unless termination
occurs as a result of retirement, disability or death, in which case all
profit sharing contributions are immediately 100% vested. Forfeitures of
terminated participants are allocated to the remaining participants'
accounts.
INVESTMENT OPTIONS
Participants may direct that their account balances be invested in any or
all of the following six Plan funds: (a) First American Prime Obligations
Fund (a money market fund managed by First Bank National Association
formerly known as the First American Institutional Money Fund prior to
January 20, 1995); (b) Lindner Dividend Fund (an equity income fund); (c)
Boston Scientific Corporation (BSC) Stock Fund (consisting of shares of
BSC common stock); (d) Vanguard Fixed Income Securities Fund (a short-term
bond fund); (e) Vanguard U.S. Growth Portfolio (an equity growth fund);
and (f) Scudder Global Fund (an international fund). The BSC Stock Fund
replaced the SCIMED Stock Fund effective February 24, 1995 with each share
of SCIMED stock converted into 3.4152 shares of BSC stock. The Scudder
Global Fund became available in November of 1994. Participants may change
their investment options monthly.
PARTICIPANT NOTES RECEIVABLE
The maximum amount participants may borrow is the lesser of 50% of the
combined balances of their employee pre-tax contribution account and
rollover accounts or $50,000 minus their highest outstanding loan balance
during the previous twelve months. Loan transactions are treated as a
transfer from (to) the investment fund to (from) the Promissory Note Fund.
Loan terms cannot exceed five years with the exception of qualified home
loans, where the term may be extended to fifteen years. Loans are secured
by the balance in the participant's account and bear interest at rates
comparable with prevailing interest rates charged on similar loans by
financial institutions. Principal and interest is paid ratably through
periodic payroll deductions.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive a lump sum
amount equal to the vested value of the account. If the vested value
exceeds $3,500, the participant may alternatively elect to receive the
distribution in installments or defer receipt until no later than April 1
of the year in which the participant reaches age 70-1/2.
The Company may amend or terminate the Plan at any time. On termination,
each of the participant's accounts shall be fully vested and distributable
to the respective participants.
3. INVESTMENTS
The following individual investments exceeded 5% of the net assets
available for benefits at December 31:
<TABLE>
<CAPTION>
1995 1994
------------------------
<S> <C> <C>
First American Prime Obligations Fund $15,013,829 $ --
First American Institutional Money Fund -- 3,318,125
BSC Stock Fund 14,719,939 --
SCIMED Stock Fund -- 4,118,713
Vanguard Fixed Income Securities Fund -- 1,077,114
Lindner Dividend Fund -- 5,618,354
Vanguard U.S. Growth Portfolio -- 2,141,868
</TABLE>
4. ADMINISTRATOR AND TRUSTEE
The Plan is administered and sponsored by the Company, although Milliman &
Robertson, Inc. serves as a third-party administrator for the Plan. The
Company pays all administrative costs.
In accordance with the Trust Agreement effective January 1, 1993, First
Trust National Association was appointed trustee of the Plan. Within the
limits prescribed in the Plan document, the Trust Agreement, and the Plan
procedures for participant direction of investments, the assets of the
Plan are managed by the trustee.
5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined that the Plan, as amended and
restated May 23, 1994 and effective March 1, 1989, meets the requirements
of Section 401(a) and Section 401(k) of the Internal Revenue Code and is
therefore exempt from federal income tax under Section 501(a) of that
Code. The Plan sponsor believes that the Plan continues to qualify and
operate as designed.
6. SUBSEQUENT EVENTS
As a result of the February 24, 1995 merger of the Company with BSC, the
Plan will be merged into and governed by the terms of the BSC 401(k)
Savings Plan effective January 1, 1996. In accordance with this merger,
all assets of the Plan were transferred to the successor trustee during
the first quarter of 1996. As of December 31, 1995 (the plan year-end),
all plan assets except the investment in BSC Common Stock and the Scudder
Global Fund were liquidated and held in the First American Prime
Obligations Fund pending distribution into the BSC 401(k) Savings Plan.
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
EIN: 41-0990065
Plan #: 001
Item 27(a)--Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Number Fair
Description of Units Cost Value
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
*First Trust--First American Prime
Obligations Fund 15,013,829 $15,013,829 $15,013,829
*BSC Common Stock 298,882 4,921,392 14,719,939
Scudder Global Fund 32,053 817,360 865,778
Participant loans (interest rates
from 7% to 10%, due dates from
January 1996 to March 2007) 490,515 -- 490,515
------------------------
$20,752,581 $31,090,061
========================
<F1> * Party-in-interest
</TABLE>
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
EIN: 41-0990065
Plan #: 001
Item 27(d)--Schedule of Reportable Transactions
Year ended December 31, 1995
<TABLE>
<CAPTION>
Current Value
of Assets on
Purchase Selling Cost of Transaction Net Gain
Description of Transaction Price Price Assets Date (Loss)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category (i)--Single transactions
in excess of 5% of plan assets
First Trust--First American Prime Obligations Fund:
Purchased 1,129,765 units $ 1,129,765 $ 1,129,765 $ 1,129,765
Purchased 5,625,096 units 5,625,096 5,625,096 5,625,096
Purchased 4,245,246 units 4,245,246 4,245,246 4,245,246
Lindner Dividend Fund:
Sold 203,219 units $ 5,625,106 5,323,624 5,625,106 $301,482
Vanguard Fixed Income Securities Fund:
Sold 103,268 units 1,124,594 1,117,277 1,124,594 7,317
Vanguard U.S. Growth Portfolio:
Sold 207,998 units 4,245,246 3,415,304 4,245,246 829,942
<PAGE>
Category (iii)--Series of transactions
in excess of 5% of plan assets
First Trust-First American Prime Obligations Fund:
Purchased 24,178,923 units in 393 transactions $24,178,923 $24,178,923 $24,178,923
Sold 12,483,500 units in 312 transactions $12,483,500 12,483,500 12,483,500 $ --
Lindner Dividend Fund:
Purchased 53,879 units in 28 transactions 1,413,199 1,413,199 1,413,199
Sold 288,253 units in 50 transactions 7,818,034 7,543,821 7,818,034 274,213
Boston Scientific Corporation Common Stock:
Purchased 54,732 units in 25 transactions 1,799,246 1,799,246 1,799,246
Sold 32,778 units in 38 transactions 1,253,124 506,184 1,253,124 746,940
Vanguard Fixed Income Securities Fund:
Purchased 28,152 units in 34 transactions 300,419 300,419 300,419
Sold 132,727 units in 39 transactions 1,439,339 1,431,371 1,439,339 7,968
Vanguard U.S. Growth Portfolio:
Purchased 80,597 units in 36 transactions $ 1,498,839 $ 1,498,839 $ 1,498,839
Sold 220,314 units in 30 transactions $ 4,473,566 3,597,580 4,473,566 $875,986
<F1> There were no category (ii) or (iv) transactions for the year ended December 31, 1995.
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustee (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan
Date: July __, 1996 By: ------------------------------------------
Lawrence C. Best
Plan Administrator and Senior Vice President -
Finance and Administration and Chief Financial
Officer of Boston Scientific Corporation
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-89772) pertaining to the SCIMED Life Systems, Inc.
Retirement Savings and Profit Sharing Plan of our report dated June 7,
1996, with respect to the financial statements and schedules of the SCIMED
Life Systems, Inc. Retirement Savings and Profit Sharing Plan included in
this Annual Report (Form 11-K) for the year ended December 31, 1995.
Ernst & Young LLP
Minneapolis, Minnesota
June 26, 1996
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
of Boston Scientific Corporation on Form S-8 of our report dated May 12,
1995, appearing in this Annual Report on Form 11-K of the SCIMED Life
Systems, Inc. Retirement Savings and Profit Sharing Plan for the year
ended December 31, 1995.
Deloitte & Touche LLP
Minneapolis, Minnesota
July 1, 1996
