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<PAGE> 1
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
ANNUAL REPORT
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
AMENDMENT #1 FOR THE FISCAL YEAR ENDED JULY 31, 1995
FORM 11-K FOR SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SL INDUSTRIES, INC.
520 FELLOWSHIP ROAD, SUITE 306-C
MT. LAUREL, NJ 08054
(Name & address of Principal Executive Offices
of the issuer of the Securities)
21-0682685
(I.R.S. Employer Identification No.)
DOCUMENTS INCORPORATED BY REFERENCE:
COMPANY'S FORM S-8 REGISTRATION STATEMENT (FILE NO. 33-31805)
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
SL INDUSTRIES, INC. SAVINGS & PENSION PLAN
/s/ James E. Morris
-------------------
James E. Morris
Plan Administrator
January 29, 1996
<PAGE> 3
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
--------------------
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Public Accountants -
Arthur Andersen LLP 4
Financial Statements:
Statements of Net Assets Available for Plan
Benefits, July 31, 1995 and 1994 5-6
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
July 31, 1995 and 1994 7-8
Notes to Financial Statements 9-12
Supplemental Schedules:
Schedules of Assets Held for Investment Purposes -
July 31, 1995 and 1994 13-14
Schedule of Reportable Transactions for the year
ended July 31, 1995 15
Consent of Independent Public Accountants -
Arthur Andersen LLP 16
</TABLE>
<PAGE> 4
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator
SL Industries, Inc. Savings and Pension Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the SL Industries, Inc. Savings and Pension Plan as of July
31, 1995 and 1994, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements and the
schedules referred to below 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 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 include 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 plan benefits as of July
31, 1995 and 1994, and the changes in net assets available for plan 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 accompanying index 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's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for the
plan benefits and the statements of changes in net assets available for plan
benefits are presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic statements taken as a whole.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
January 25, 1996
<PAGE> 5
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JULY 31, 1995
<TABLE>
<CAPTION>
Indexed Diversified
Guaranteed Balanced Stock Stock
Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET ASSETS
Investments $3,981,648 $650,784 $440,789 $947,474
Participant loans receivable --- --- --- ---
Contributions receivable:
Employer 88,317 27,299 16,581 34,205
Participants 23,258 9,142 4,826 10,594
------------ ------------ ------------ ------------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,093,223 $687,225 $462,196 $992,273
============ ============ ============ ============
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Active participants $2,043,405 $587,264 $357,802 $663,292
Separated participants 2,049,818 99,961 104,394 328,981
------------ ------------ ------------ ------------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,093,223 $687,225 $462,196 $992,273
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
SL
Industries
Inc. Loans
Common to
Stock Participants Combined
------------ ------------ ------------
<S> <C> <C> <C>
NET ASSETS
Investments $1,148,993 $ --- $7,169,688
Participant loans receivable --- 172,066 172,066
Contributions receivable:
Employer 19,172 --- 185,574
Participants 3,087 --- 50,907
------------ ------------ ------------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,171,252 $172,066 $7,578,235
============ ============ ============
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Active participants $932,803 $153,098 $4,737,664
Separated participants 238,449 18,968 2,840,571
------------ ------------ ------------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,171,252 $172,066 $7,578,235
============ ============ ============
</TABLE>
NOTE: The accompanying notes are an integral part of these financial
statements.
<PAGE> 6
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JULY 31, 1994
<TABLE>
<CAPTION>
Indexed Diversified
Guaranteed Balanced Stock Stock
Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET ASSETS
Investments $3,579,456 $460,767 $315,837 $623,804
Participant loans receivable --- --- --- ---
Contributions receivable:
Employer 87,142 24,860 17,713 29,754
Participants 23,130 11,298 9,661 14,600
------------ ------------ ------------ ------------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,689,728 $496,925 $343,211 $668,158
============= ============= ============ ============
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Active participants $1,713,992 $411,278 $280,543 $473,965
Separated participants 1,975,736 85,647 62,668 194,193
------------ ------------ ------------ ------------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,689,728 $496,925 $343,211 $668,158
============= ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
SL
Industries,
Inc. Loans
Common to
Stock Participants Combined
------------ ------------- ------------
<S> <C> <C> <C>
NET ASSETS
Investments $728,285 $ --- $5,708,149
Participant loans receivable --- 174,382 174,382
Contributions receivable:
Employer 21,474 -- 180,943
Participants 4,217 -- 62,906
------------ ------------- ------------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $753,976 $174,382 $6,126,380
============ ============= ============
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Active participants $634,400 $173,797 $3,687,975
Separated participants 119,576 585 2,438,405
------------ ------------ ------------
TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS $753,976 $174,382 $6,126,380
============ ============ ============
</TABLE>
NOTE: The accompanying notes are an integral part of these financial
statements.
<PAGE> 7
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDING JULY 31, 1995
<TABLE>
<CAPTION>
Indexed
Guaranteed Balanced Stock
Fund Fund Fund
------------ ------------ ------------
<S> <C> <C> <C>
ADDITIONS:
Interest and dividend income $276,234 $10,944 $3,318
Contributions:
Employer 88,317 27,299 16,581
Participant 261,126 119,003 73,535
Net appreciation of investments --- 68,636 84,402
Loan repayments 39,352 8,430 9,391
Transfers 84,332 (10,541) (62,895)
------------ ------------ ------------
TOTAL ADDITIONS 749,361 223,771 124,332
------------ ------------ ------------
DEDUCTIONS:
Retirement benefits, administrative
and termination costs, etc. 289,270 20,321 4,374
Loans to participants 56,596 13,150 973
------------ ----------- -----------
TOTAL DEDUCTIONS 345,866 33,471 5,347
------------ ----------- -----------
Net additions (deductions) in net assets
available for plan benefits 403,495 190,300 118,985
Net assets available for plan benefits at beginning of year 3,689,728 496,925 343,211
------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $4,093,223 $687,225 $462,196
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
SL
Industries
Diversified Inc. Loans
Stock Common to
Fund Stock Participants Combined
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS:
Interest and dividend income $7,858 $13,137 $ --- $311,491
Contributions:
Employer 34,205 129,763 --- 296,165
Participant 122,549 34,359 --- 610,572
Net appreciation of investments 159,947 262,960 --- 575,945
Loan repayments 21,622 2,642 (81,437) ---
Transfers (6,504) (4,392) --- ---
------------ ----------- ------------ ------------
TOTAL ADDITIONS 339,677 438,469 (81,437) 1,794,173
------------ ----------- ------------ ------------
DEDUCTIONS:
Retirement benefits, administrative
and termination costs, etc. 2,970 21,193 4,190 342,318
Loans to participants 12,592 --- (83,311) ---
------------ ------------ ------------ ------------
TOTAL DEDUCTIONS 15,562 21,193 (79,121) 342,318
------------ ------------ ------------ ------------
Net additions (deductions) in net assets
available for plan benefits 324,115 417,276 (2,316) 1,451,855
Net assets available for plan benefits at beginning of year 668,158 753,976 174,382 6,126,380
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $992,273 $1,171,252 $172,066 $7,578,235
============ ============ ============ ============
</TABLE>
NOTE: The accompanying notes are an integral part of these financial
statements.
<PAGE> 8
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDING JULY 31, 1994
<TABLE>
<CAPTION>
Indexed
Guaranteed Balanced Stock
Fund Fund Fund
<S> <C> <C> <C>
ADDITIONS: ------------ ------------ ------------
Interest and dividend income $283,243 $5,379 $2,878
Contributions:
Employer 78,036 15,673 17,609
Participant 220,596 105,210 68,471
Net appreciation of investments --- 3,834 9,776
Loan repayments 23,111 3,324 4,404
Transfers (39,006) 34,903 12,532
------------ ------------ ------------
TOTAL ADDITIONS 565,980 168,323 115,670
------------ ------------ ------------
DEDUCTIONS:
Retirement benefits, administrative
and termination costs, etc. 765,260 725 3,544
Loans to participants 78,000 10,950 19,920
------------ ------------ ------------
TOTAL DEDUCTIONS 843,260 11,675 23,464
------------ ------------ ------------
Net additions (deductions) in net assets
available for plan benefits (277,280) 156,648 92,206
Net assets available for plan benefits at beginning of year 3,967,008 340,277 251,005
------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $3,689,728 $496,925 $343,211
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
SL
Industries
Diversified Inc. Loans
Stock Common to
Fund Stock Participants
------------ ------------ ------------
<S> <C> <C> <C>
ADDITIONS:
Interest and dividend income $6,334 $9,718 $ ---
Contributions:
Employer 28,382 116,096 ---
Participant 101,086 31,130 ---
Net appreciation of investments 23,093 109,546 ---
Loan repayments 13,062 2,481 (46,382)
Transfers 11,647 (20,076) ---
------------ ------------ ------------
TOTAL ADDITIONS 183,604 248,895 (46,382)
------------ ------------ ------------
DEDUCTIONS:
Retirement benefits, administrative
and termination costs, etc. 5,028 13,493 (4,176)
Loans to participants 32,630 --- (141,500)
------------ ------------ ------------
TOTAL DEDUCTIONS 37,658 13,493 (145,676)
------------ ------------ ------------
Net additions (deductions) in net assets
available for plan benefits 145,946 235,402 99,294
Net assets available for plan benefits at beginning of year 522,212 518,574 75,088
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $668,158 $753,976 $174,382
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Combined
------------
<S> <C>
ADDITIONS:
Interest and dividend income $307,552
Contributions:
Employer 255,796
Participant 526,493
Net appreciation of investments 146,249
Loan repayments ---
Transfers ---
------------
TOTAL ADDITIONS 1,236,090
------------
DEDUCTIONS:
Retirement benefits, administrative
and termination costs, etc. 783,874
Loans to participants ---
------------
TOTAL DEDUCTIONS 783,874
------------
Net additions (deductions) in net assets
available for plan benefits 452,216
Net assets available for plan benefits at beginning of year 5,674,164
------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $6,126,380
============
</TABLE>
NOTE: The accompanying notes are an integral part of these financial
statements.
<PAGE> 9
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan and Summary of
Significant Accounting Policies
Description of Plan:
SL Industries, Inc. Savings and Pension Plan (the "Plan"), originally
adopted May 1, 1976, is a defined contribution savings and pension plan
covering substantially all non-union employees of SL Industries, Inc.
who have completed one year of service. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Participants should refer to the Summary Plan Description for
more complete information with respect to the provisions of the Plan.
Investments:
As part of the Plan provisions, participants may invest in SL
Industries, Inc. Common Stock ("Common Stock") and/or in various
combinations of four funds: Guaranteed Fund, Balanced Fund, Indexed
Stock Fund, and Diversified Stock Fund. All income, gains or other
amounts from any investment are reinvested in the same investment from
which they are received. The amounts are then allocated, as
appropriate, to each Participant's account balance.
The Guaranteed Fund represents deposit contracts with John Hancock
Mutual Life Insurance Company. Contributions are maintained in a
pooled account. The account is credited with earnings on the
underlying investments at rates guaranteed by the contracts and charged
for Plan withdrawals. The financial statements reflect the contract
value as reported by John Hancock as of the Plan year-end.
The remaining funds are all John Hancock separate investment accounts
and are carried at market value as reported by John Hancock as of the
Plan year-end. The fair value of the SL Industries, Inc. Common Stock
is based on the market price as quoted in the New York Stock Exchange
on the Plan year-end.
The Plan presents in the statement of changes in net assets the net
appreciation in investments which consists of the realized gains or
losses and the unrealized appreciation of those investments.
Interest and dividend income are recorded as earned on an accrual
basis.
<PAGE> 10
Contributions:
Elective Contributions:
Employees' contributions are based upon authorized payroll
withholdings. Participants may make elective deferrals of
up to 20% of their annual base compensation.
Matching Employer Contributions:
The employer's match is twenty-five percent (25%) of the
participant's elective deferrals, not to exceed two percent
(2%) of participant's compensation. Matching employer
contributions are invested solely in Common Stock of SL
Industries, Inc.
Profit Sharing Contributions:
A profit sharing contribution is made annually to all Plan
participants who have a credited year of service during the
Plan year and is equal to two percent (2%) of the
participant's W-2 wages for the previous calendar year. This
is a discretionary contribution determined by resolution of
the Board of Directors. Profit sharing contributions are
invested in accordance with the election of each participant.
Benefits:
At the time of separation, the vested portion of a participant's
account represents the participant's accumulated benefit. At the end
of a break in service year, as defined under the Plan, a participant
may elect to: (1) continue to invest their accumulated benefit in the
Plan until their normal retirement date at which time the value of
their account will be utilized to purchase an annuity; (2) receive
payment in one lump sum; or (3) to have any portion paid directly to
an eligible retirement plan specified by the distributee in a direct
rollover.
At the normal retirement date, age 65, a participant may elect to
receive their retirement benefit in one lump sum payment, in various
types of installments, or in the form of a qualified joint and survivor
annuity. The amount of benefit payment depends on the value of the
participant's account and the retirement benefit option the participant
elects.
Vesting:
Participants become immediately vested in their elective deferral
contributions plus actual earnings and their employer's profit sharing
contributions. Employer matching contributions become vested as
follows:
<PAGE> 11
<TABLE>
<CAPTION>
Percentage
----------
Years of Service Vested
---------------- ------
<S> <C>
Five years or more 100%
Four years or more, but
less than five years 75%
Three years or more, but
less than four years 50%
Less than three years 0%
</TABLE>
In determining years of service for vesting, the Plan considers service
from the participant's date of hire. The nonvested portion of a
participant's account, if any, will be forfeited after a one year break
in service. Forfeitures will be allocated to the remaining
participants' accounts on a prorata basis as defined by the Plan.
Participant Loans:
The Plan may make loans to a participant, taking as collateral the
participant's account balance. The minimum loan amount is $500 and
may not exceed the lesser of $50,000 or 50% of the participant's vested
account balance. All loans bear interest at prime rate plus one
percent compiled as of the loan origination date. Loans are repayable
over a twelve to sixty month term. The interest rates on the
participant loans receivable on the accompanying statements of net
assets available for plan benefits for July 31, 1995 and 1994 range
from 8.25% to 9.75%.
Voting Rights:
Effective August 1, 1992, the Plan was amended to provide participants
with certain voting and other rights in connection with SL Industries,
Inc. Common Stock held in their accounts under the Plan. During
previous years, participants did not have these rights.
2. Plan Termination
While SL Industries, Inc. has not expressed any intent to do so, it may
terminate the Plan at any time, subject to the penalties set forth in
ERISA, as amended. In the event of such Plan termination, participants
will become 100% vested in their accounts.
3. Reconciliation to Form 5500
As of July 31, 1995 and 1994, the Plan had approximately $253,000 and
$77,000, respectively, of pending distributions to participants who
elected to withdraw from the Plan. These amounts are recorded as a
liability in the Plan's Form 5500; however, these amounts are not
recorded
<PAGE> 12
as a liability in the accompanying statements of net assets available
for plan benefits in accordance with generally accepted accounting
principles.
The following table reconciles net assets available for Plan benefits
per the financial statements to the Form 5500 as filed by the Company
for the years ended July 31, 1995 and 1994:
<TABLE>
<CAPTION>
Net Assets Available
for Plan Benefits
-----------------
Benefits Payable
to Benefits July 31, July 31,
Participants Paid 1995 1994
------------ ---- ---- ----
<S> <C> <C> <C> <C>
Per financial
statements $ 0 $337,000 $7,578,000 $6,126,000
Accrued
benefit payments
253,000 253,000 (253,000) (77,000)
Reversal of 1994
accrual for
benefit payments
0 (77,000) 0 0
-------- -------- ---------- ----------
Per Form 5500 $253,000 $513,000 $7,325,000 $6,049,000
======== ======== ========== ==========
</TABLE>
4. Administrative Expenses
Administrative expenses of the Plan are paid by SL Industries, Inc.,
with the exception of asset management fees related to certain
deposit contracts held with the insurance company which are paid by
the Plan. Total asset management fees expensed in fiscal 1995 were
$4,876 and in fiscal 1994 were $7,832.
5. Tax Status
The Internal Revenue Service has issued a ruling that the Plan meets
the requirements for qualification pursuant to Section 401(a) of the
Internal Revenue Code (the "Code") and that the Plan is exempt from
federal income taxes under Section 501(a) of the Code. Management
believes to be operating the Plan in accordance with the Code.
Accordingly, there is no provision for income taxes in the
accompanying financial statements.
<PAGE> 13
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
ITEM 27(a), FORM 5500
JULY 31, 1995
<TABLE>
<CAPTION>
A. Party in Interest B. Identity of Issuer C. Description of Asset D. Cost E. Current Value
- --------------------- ---------------------- ------------------------ -------- -----------------
<S> <C> <C> <C>
* SL Industries, Inc. Common Stock $954,357 $1,148,993
John Hancock Mutual Life Guaranteed Investment Contracts $3,981,648 $3,981,648
Insurance Company (#5932, #5989, #6315, and #7494)
- Guaranteed Fund
John Hancock Mutual Life Common Trust Fund - $571,341 $650,784
Insurance Company Balanced Fund
John Hancock Mutual Life Common Trust Fund - $325,298 $440,789
Insurance Company Indexed Stock Fund
John Hancock Mutual Life Common Trust Fund - $675,822 $947,474
Insurance Company Diversified Stock Fund
John Hancock Mutual Life
Insurance Company Loans Receivable - $172,066 $172,066
interest ranges from 8.25% to 9.75%
</TABLE>
* Indicates party known to be a party in interest.
<PAGE> 14
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
ITEM 27(a), FORM 5500
JULY 31, 1994
<TABLE>
<CAPTION>
A. Party in Interest B. Identity of Issuer C. Description of Asset D. Cost E. Current Value
- --------------------- ---------------------- ------------------------ -------- -----------------
<S> <C> <C> <C> <C>
* SL Industries, Inc. Common Stock $778,511 $728,285
John Hancock Mutual Life Guaranteed Investment Contracts $3,579,456 $3,579,456
Insurance Company (#5932, #5989, #6315, and #7494)
- Guaranteed Fund
John Hancock Mutual Life Common Trust Fund - $444,233 $460,767
Insurance Company Balanced Fund
John Hancock Mutual Life Common Trust Fund - $273,768 $315,837
Insurance Company Indexed Stock Fund
John Hancock Mutual Life Common Trust Fund - $522,452 $623,804
Insurance Company Diversified Stock Fund
John Hancock Mutual Life
Insurance Company Loans Receivable - $174,382 $174,382
interest ranges from 8.25% to 9.75%
</TABLE>
* Indicates party known to be a party in interest.
<PAGE> 15
SL INDUSTRIES, INC. SAVINGS AND PENSION PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
ITEM 27(d), FORM 5500
FOR THE YEAR ENDING JULY 31, 1995
<TABLE>
<CAPTION>
IDENTITY OF PARTY DESCRIPTION PURCHASE SELLING
INVOLVED OF ASSET PRICE PRICE
-------------------- -------------- ------------ -------------
<S> <C> <C> <C>
JOHN HANCOCK GUARANTEED
MUTUAL LIFE INVESTMENT
INSURANCE CO. CONTRACTS $326,735
JOHN HANCOCK GUARANTEED
MUTUAL LIFE INVESTMENT
INSURANCE CO. CONTRACTS $280,341
<CAPTION>
IDENTITY OF PARTY DESCRIPTION COST OF NET
INVOLVED OF ASSET ASSET GAIN(LOSS)
-------------------- -------------- ----------- ------------
<S> <C> <C> <C>
JOHN HANCOCK GUARANTEED
MUTUAL LIFE INVESTMENT
INSURANCE CO. CONTRACTS $326,735 N/A
JOHN HANCOCK GUARANTEED
MUTUAL LIFE INVESTMENT
INSURANCE CO. CONTRACTS $280,341 N/A
</TABLE>
<PAGE> 16
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated January 25,1996, included in this Form 10-K/A for the year
ended July 31, 1995 into the company's previously filed Registration Statement
No. 33-31805 on Form S-8
/s/ Arthur Anderson LLP
Philadelphia, PA
January 29,1996
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