<PAGE>
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] for the transition period from _______ to
________
Commission file number 0-7416
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SMS Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Shared Medical Systems Corporation
51 Valley Stream Parkway
Malvern, Pennsylvania 19355
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
INDEX TO FINANCIAL STATEMENTS, NOTES AND SCHEDULES
--------------------------------------------------
<TABLE>
<CAPTION>
PAGE
REFERENCE
---------
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 3
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS -
DECEMBER 31, 1995 and 1994 4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995 5
NOTES TO FINANCIAL STATEMENTS 7
SCHEDULE I: ITEM 27 (a) - SCHEDULE OF ASSETS HELD
FOR INVESTMENT - DECEMBER 31, 1995 11
SCHEDULE II: ITEM 27 (d) SCHEDULE OF REPORTABLE
TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 12
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 14
SIGNATURE PAGE 15
</TABLE>
2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee
SMS Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the SMS Retirement Savings Plan (the "Plan") as of December 31, 1995 and
1994, and the related statement of changes in net assets available for benefits,
with fund information, for the year ended December 31, 1995. These financial
statements and the schedules referred to below are the responsibility of the
Administrative Committee ("Management"). 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, with fund information for the year ended December 31, 1995, 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 of assets held
for investment as of December 31, 1995 and of reportable transactions for the
year ended December 31, 1995 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. The fund information in the statements of net assets
available for benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Philadelphia, PA
May 16, 1996
3
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
DECEMBER 31
------------------------
1995 1994
---------- ----------
<S> <C> <C>
RECEIVABLES:
Participant Contributions.................... $ 1,082 $ 971
Company Contributions........................ 238 478
Dividends, Interest and Capital Gains........ 60 57
PARTICIPANTS' LOANS RECEIVABLE.................. 2,899 2,169
INVESTMENTS, AT FAIR VALUE:
SMS Common Stock............................. 15,495 8,883
Vanguard Wellington Fund..................... 4,760 2,530
Vanguard Windsor Fund........................ 44,398 30,898
Vanguard W. L. Morgan Growth Fund............ 16,655 10,851
Vanguard Fixed Income Securities Fund........ 17,408 12,945
Vanguard Money Market Fund................... 9,210 7,522
Vanguard Index Trust......................... 20,723 12,581
Vanguard Primecap Fund....................... 2,457 -
Vanguard International Growth Portfolio...... 653 -
Vanguard Bond Index Fund..................... 62 -
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS......... $ 136,100 $ 89,885
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
SMS RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
(in thousands)
<TABLE>
<CAPTION>
COMMON
STOCK WELLINGTON WINDSOR
FUND FUND FUND
------------- ------------- -----------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest, Dividends, and Capital Gains Distributions....................... $ 253 $ 218 $ 4,970
PARTICIPANTS' CONTRIBUTIONS.................................................... 1,317 951 5,338
COMPANY CONTRIBUTIONS.......................................................... 297 184 1,070
PARTICIPANT REDISTRIBUTIONS.................................................... (993) 259 (1,788)
NET REALIZED GAINS ON DISPOSAL OF
INVESTMENTS................................................................ 383 68 619
UNREALIZED APPRECIATION/(DEPRECIATION)
OF INVESTMENTS............................................................. 5,819 737 4,256
DISTRIBUTIONS TO PARTICIPANTS.................................................. (348) (169) (944)
PARTICIPANTS' LOANS ISSUED, NET OF
REPAYMENTS................................................................. (124) 7 (108)
------------ ----------- -----------
NET INCREASE IN PLAN ASSETS................................................... 6,604 2,253 13,413
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR.......................................................... 9,062 2,594 31,421
------------ ----------- ----------
END OF YEAR................................................................ $ 15,666 $ 4,847 $ 44,834
============ =========== ==========
<CAPTION>
MORGAN FIXED MONEY
GROWTH INCOME MARKET
FUND FUND FUND
---------- --------- -----------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest, Dividends, and Capital Gains Distributions....................... $ 1,415 $ 1,095 $ 466
PARTICIPANTS' CONTRIBUTIONS.................................................... 1,771 1,859 1,150
COMPANY CONTRIBUTIONS.......................................................... 352 391 244
PARTICIPANT REDISTRIBUTIONS.................................................... (144) (886) 332
NET REALIZED GAINS ON DISPOSAL OF
INVESTMENTS................................................................ 197 167 -
UNREALIZED APPRECIATION/(DEPRECIATION)
OF INVESTMENTS............................................................. 2,563 2,323 -
DISTRIBUTIONS TO PARTICIPANTS.................................................. (302) (459) (369)
PARTICIPANTS' LOANS ISSUED, NET OF
REPAYMENTS................................................................. (68) (101) (155)
---------- ---------- -----------
NET INCREASE IN PLAN ASSETS................................................... 5,784 4,389 1,668
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR.......................................................... 11,029 13,164 7,637
--------- --------- ----------
END OF YEAR................................................................ $ 16,813 $ 17,553 $ 9,305
========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995 (continued)
-------------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
INTERNAT'L
INDEX PRIMECAP GROWTH
TRUST FUND PORTFOLIO
------------ ---------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest, Dividends, and Capital Gains Distributions................................. $ 460 $ 66 $ 17
PARTICIPANTS' CONTRIBUTIONS.............................................................. 2,415 208 82
COMPANY CONTRIBUTIONS.................................................................... 454 32 9
PARTICIPANT REDISTRIBUTIONS.............................................................. 430 2,194 553
NET REALIZED GAINS ON DISPOSAL OF
INVESTMENTS.......................................................................... 169 - -
UNREALIZED APPRECIATION/(DEPRECIATION)
OF INVESTMENTS....................................................................... 4,560 (9) 3
DISTRIBUTIONS TO PARTICIPANTS............................................................ (292) - -
PARTICIPANTS' LOANS ISSUED, NET OF
REPAYMENTS........................................................................... (60) 13 4
------------ ----------- --------
NET INCREASE IN PLAN ASSETS............................................................. 8,136 2,504 668
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR.................................................................... 12,808 - -
----------- ----------- --------
END OF YEAR..........................................................................$ 20,944 $ 2,504 $ 668
=========== =========== ========
<CAPTION>
BOND PARTICI-
INDEX PANTS'
FUND LOANS TOTAL
----------- ----------- ------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest, Dividends, and Capital Gains Distributions................................. 2 $ 191 $ 9,153
PARTICIPANTS' CONTRIBUTIONS.............................................................. 16 - 15,107
COMPANY CONTRIBUTIONS.................................................................... 3 - 3,036
PARTICIPANT REDISTRIBUTIONS.............................................................. 43 - -
NET REALIZED GAINS ON DISPOSAL OF
INVESTMENTS.......................................................................... 1 - 1,604
UNREALIZED APPRECIATION/(DEPRECIATION)
OF INVESTMENTS....................................................................... 1 - 20,253
DISTRIBUTIONS TO PARTICIPANTS............................................................ - (52) (2,935)
PARTICIPANTS' LOANS ISSUED, NET OF
REPAYMENTS........................................................................... 1 591 -
----------- ----------- --------
NET INCREASE IN PLAN ASSETS............................................................. 67 730 46,216
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR.................................................................... - 2,169 89,885
----------- ----------- --------
END OF YEAR..........................................................................$ 67 $ 2,899 $ 136,100
=========== =========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
SMS RETIREMENT SAVINGS PLAN
---------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1995 and 1994
--------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting. The preparation of these statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts and changes of
net assets available for benefits, and disclosure of contingencies. Shared
Medical Systems Corporation (the "Company") has elected to file with the
Securities and Exchange Commission financial statements prepared in
conformance with guidelines issued under the Employee Retirement Income
Security Act of 1974, as amended.
Prior to January 1, 1995, all assets (including the ESOP assets which
totaled approximately $926,000), were held in the Shared Medical Systems
Corporation Retirement Savings Plan (the "former plan"). Effective January
1, 1995 all net assets of the former plan excluding the ESOP assets, were
transferred to the SMS Retirement Savings Plan (the "Plan"), to which these
financial statements relate. The ESOP assets remained in the former plan
which was renamed the Shared Medical Systems Corporation Employee Stock
Ownership Plan (the "ESOP"). For comparative purposes, the December 31,
1994 net assets available for benefits in these statements excludes the
ESOP assets. The terms of the Plan are substantially the same as the
applicable terms of the former plan, other than those provisions which
specifically related to the ESOP assets.
Investments of the Plan are presented in the statements of net assets
available for benefits at fair value.
Realized gains and losses are calculated by subtracting the value of the
assets at the beginning of the Plan year (if held on the first day of the
Plan year) or their acquisition date (if purchased during the Plan year)
from the proceeds received. Unrealized appreciation/depreciation of
investments is calculated by subtracting the fair value of the assets at
the beginning of the year, adjusted for assets purchased during the year
(valued on date of acquisition) and/or sold during the year (valued as
described above) from the fair value of assets at the end of the year.
Plan receivables reported on the statements of net assets available for
benefits have not been allocated on an individual fund basis. Therefore,
the December 31, 1995 fair values reported for each investment fund on the
statements of net assets available for benefits differ from the ending fund
balances reported on the statement of changes in net assets available for
benefits, but the statements agree in aggregate.
(2) DESCRIPTION OF THE PLAN:
------------------------
ELIGIBILITY
-----------
Employees of the Company, as defined in the Plan, are eligible to
participate in the Plan with respect to before-tax contributions ("base
contributions") and employer matching contributions (both as described
below) on the first day of employment, and with respect to employer profit-
sharing contributions (also described below) on the January 1 coincident
with or following the first day of employment. Approximately 4,596
employees were eligible to participate in the Plan as of December 31, 1995.
7
<PAGE>
PARTICIPATION
-------------
Base Contributions - Eligible employees may contribute, through salary
------------------
reductions, up to 15% of compensation, subject to certain limitations under
the Internal Revenue Code (the "Code"). The percentage of base
contributions by a participant is subject to adjustment by the Company at
any time to maintain the Plan's compliance with the anti-discrimination
requirements of the Code.
Employer Matching Contributions - The Company may match, through
-------------------------------
discretionary employer contributions, a portion of a participant's base
contribution in an amount to be determined annually by the Company's Board
of Directors. For the Plan years ended December 31, 1995 and 1994 the
Company contributed $3,036,000 and $2,060,000 respectively, in matching
contributions.
Profit-sharing Contributions - The Company may make profit-sharing
----------------------------
contributions as determined at the discretion of its Board of Directors.
Such contributions will be allocated in accordance with the Plan document.
For the Plan years ended December 31, 1995 and 1994 there were no profit-
sharing contributions.
Vesting - All participants are fully vested in their base contribution
-------
account balances at all times. A participant becomes 20% vested in his
employer matching and employer profit-sharing contributions after three
years of service. An additional 20% vests each year thereafter, with full
vesting after seven years of service. A year of service is defined as a
calendar year in which the participant completes at least 1,000 hours of
service. Forfeitures are used to reduce employer matching or employer
profit-sharing contributions for the year in which the forfeitures occur.
Investment Directions - Participants may elect to have their base, employer
---------------------
matching, and profit-sharing contributions to the Plan invested in the
following funds, provided that each fund selected must receive a proportion
of not less than 10% of a participant's contribution:
Shared Medical Systems Corporation Common Stock Fund - invests in
----------------------------------------------------
Company common stock.
Vanguard Wellington Fund - provides conservative investors with a
------------------------
prudent investment program that ensures a)conservation of principal;
b)reasonable income return; and, c)profits without undue risks.
Vanguard Windsor Fund - seeks long-term growth of capital and income
---------------------
by investing in a portfolio of common stocks. As a secondary
objective, the Fund also seeks a reasonable level of current income.
Vanguard W.L. Morgan Growth Fund - seeks long-term growth of capital
--------------------------------
by investing in a portfolio of common stocks.
Vanguard Fixed Income Securities Fund Long-Term Corporate Bond
--------------------------------------------------------------
Portfolio - provides a high level of current income, consistent with
---------
maintenance of principal and liquidity, by investing in a diversified
portfolio of long-term, investment-grade bonds.
8
<PAGE>
Vanguard Money Market Reserves Prime Portfolio - seeks maximum current
----------------------------------------------
income, preservation of capital, and liquidity by investing in a
portfolio of money market instruments.
Vanguard Index Trust 500 Portfolio - attempts to provide investment
----------------------------------
results that correspond to the price and yield performance of publicly
traded stocks, in the aggregate, as represented by the Standard &
Poor's 500 Composite Stock Price Index.
Vanguard Primecap Fund - seeks long-term growth of capital by
----------------------
investing principally in a portfolio of common stocks.
Vanguard International Growth Portfolio - seeks long-term capital
---------------------------------------
growth by investing in the common stocks of companies based outside of
the United States.
Vanguard Bond Index Fund - Total Bond Market Portfolio - attempts to
------------------------------------------------------
match the total return of the Lehman Brothers Aggregate Bond Index.
In the absence of any written designation of investment fund preference,
the Trustee shall direct that all base, employer matching or employer
profit-sharing contributions received for any participant be invested in
the Vanguard Money Market Reserves Prime Portfolio.
Participants must maintain a minimum of 10% of their account balance in
each selected fund. Participants may reapportion their account balances
once during each quarter ending March 31, June 30, September 30, and
December 31.
The following funds individually represent more than 5% of the net assets
available for benefits of the Plan for the years ended December 31, 1995
and 1994:
- Shared Medical Systems Corporation Common Stock Fund
- Vanguard Windsor Fund
- Vanguard W.L. Morgan Growth Fund
- Vanguard Fixed Income Securities Fund Long-Term Corporate Bond
Portfolio
- Vanguard Money Market Reserves Prime Portfolio
- Vanguard Index Trust 500 Portfolio
Participant Loans - A participant may borrow the lesser of $50,000 or one-
-----------------
half of the vested balance of the participant's base contribution account
and employer matching contribution account, with a minimum loan amount of
$1,000. A participant may not have more than one loan outstanding at any
time. The participant may elect repayment terms of one to five years,
except that a loan used to acquire the participant's principal residence
may have a longer term. The interest rate charged for the term of the loan
is based on comparable market rates for secured loans with similar terms.
The interest rates as of December 31, 1995 and 1994 were 7.00% and 8.75%,
respectively.
Withdrawals - A participant may elect to make withdrawals of supplemental
-----------
contributions (after-tax contributions made to the Plan prior to January 1,
1989) in accordance with the Plan. After withdrawing all amounts credited
to his/her supplemental contribution account, the participant can withdraw
his/her remaining vested account balance in accordance with Plan provisions
for hardship withdrawals.
9
<PAGE>
Distribution of Benefits - Upon termination of service due to death,
------------------------
disability, retirement, or other reasons, a participant shall be entitled
to benefits based on the net vested amounts in the participant's accounts.
The form of payment of these benefits is a lump sum distribution or
installment payments, in accordance with Plan provisions. As of December
31, 1995, there were no outstanding claims payable.
Termination of the Plan - The Company has the right under the Plan to
-----------------------
discontinue its contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of plan termination, affected
participants will become fully vested in their account balances and receive
a complete distribution in accordance with Plan provisions.
Administration of the Plan - The Plan is administered by an administrative
--------------------------
committee, which is appointed by the Board of Directors.
The Vanguard Group of Investment Companies, 100 Vanguard Boulevard,
Malvern, Pennsylvania 19355 is the Plan recordkeeper, trustee and
custodian. All costs with respect to services performed for the Plan by
Vanguard were paid by the Company.
(3) FEDERAL INCOME TAXES APPLICABLE TO THE PLAN:
-------------------------------------------
The Internal Revenue Service (the "IRS") ruled in 1994 that the former
plan, as amended and restated effective January 1, 1989, met the
requirements for qualification contained in section 401(a) of the Code. The
IRS also ruled that the termination of the former plan did not affect the
qualification of the former plan. The Administrative Committee and legal
counsel believe the Plan continues to be designed and operated in
compliance with the applicable requirements of the Code. Accordingly, no
provision for Federal income taxes has been included in the accompanying
financial statements. The Company intends to file for a determination on
the qualification of the Plan.
10
<PAGE>
SCHEDULE I
ITEM 27 (a)
EIN 23-1704148
--------------
SMS RETIREMENT SAVINGS PLAN
---------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT
--------------------------------------
DECEMBER 31, 1995
-----------------
(dollars in thousands)
<TABLE>
<CAPTION>
FAIR
IDENTITY OF ISSUE DESCRIPTION COST VALUE
- ----------------- ----------- -------- --------
<S> <C> <C> <C>
Shared Medical Systems SMS Common Stock
Corporation ("SMS") 284,949 shares $ 6,461 $ 15,495
Wellington Fund Mutual Fund
194,823 shares 4,023 4,760
Windsor Fund Mutual Fund
3,055,631 shares 40,142 44,398
W. L. Morgan Growth Fund Mutual Fund
1,182,060 shares 14,092 16,655
Vanguard Fixed Income Mutual Fund
Securities Fund 1,836,320 shares 15,085 17,408
Vanguard Money Market Fund Money Market Fund 9,210 9,210
Vanguard Index Trust Mutual Fund
359,777 shares 16,163 20,723
Vanguard Primecap Fund Mutual Fund
93,673 shares 2,466 2,457
Vanguard International Growth Mutual Fund
Portfolio 43,438 shares 650 653
Vanguard Bond Index Fund Mutual Fund
6,146 shares 61 62
Participant Loans (interest rates Loan Fund 2,899 2,899
-------- --------
ranging from 7.0% to 12.5%) $111,252 $134,720
======== ========
</TABLE>
11
<PAGE>
ITEM 27 (d) SCHEDULE II
EIN 23-1704148
SMS RETIREMENT SAVINGS PLAN
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(dollars in thousands)
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSETS ON
PURCHASE SELLING COST OF TRANSACTION
IDENTITY OF PARTY DESCRIPTION OF TRANSACTION PRICE PRICE ASSETS DATE NET GAIN
- ------------------------- ------------------------------------ ------------ --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Shared Medical Systems (78) Purchases of 52,100 shares of
Corporation Common Stock (1) $2,854 $2,854 $2,854 -
Shared Medical Systems (133) Sales and distributions of 42,614
Corporation shares of Common Stock (1) $2,385 $2,002 $2,385 $383
Vanguard Group of (116) Purchases of 91,022 shares of
Investment Companies Wellington Fund $2,026 $2,026 $2,026 -
Vanguard Group of (91) Sales of 26,665 shares of
Investment Companies Wellington Fund $601 $533 $601 $68
Vanguard Group of (132) Purchases of 885,538 shares of
Investment Companies Windsor Fund $12,872 $12,872 12,872 -
Vanguard Group of (162) Sales of 284,135 shares of
Investment Companies Windsor Fund $4,248 $3,629 $4,248 $619
Vanguard Group of (106) Purchases of 316,269 shares of
Investment Companies W. L. Morgan Growth Fund $4,268 $4,268 $4,268 -
Vanguard Group of (126) Sales of 89,411 shares of W.L.
Investment Companies Morgan Growth Fund $1,225 $1,028 $1,225 $197
Vanguard Group of (166) Purchases of 452,539 shares of
Investment Companies Fixed Income Securities Fund $3,963 $3,963 $3,963 -
Vanguard Group of (159) Sales of 224,276 shares of
Investment Companies Fixed Income Securities Fund $1,989 $1,822 $1,989 $167
Vanguard Group of (168) Purchases of 3,923,105 units of
Investment Companies Money Market Fund $3,923 $3,923 $3,923 -
</TABLE>
(Continued)
12
<PAGE>
ITEM 27 (d) SCHEDULE II
EIN 23-1704148
SMS RETIREMENT SAVINGS PLAN
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(dollars in thousands)
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSETS ON
PURCHASE SELLING COST OF TRANSACTION
IDENTITY OF PARTY DESCRIPTION OF TRANSACTION PRICE PRICE ASSETS DATE NET GAIN
- --------------------- ------------------------------------ ------------ --------- ---------- --------------- ----------
<S> <C> <S> <C> <C> <C> <C>
Vanguard Group of (139) Sales of 2,236,337 units of
Investment Companies Money Market Fund $2,236 $2,236 $2,236 -
Vanguard Group of (146) Purchases of 90,191 shares of
Investment Companies Index Trust $4,605 $4,605 $4,605 -
Vanguard Group of (129) Sales of 23,194 shares of index
Investment Companies Trust $1,191 $1,022 $1,191 $169
Vanguard Group of (91) Purchases of 96,793 shares of
Investment Companies Primecap Fund $2,548 $2,548 $2,548 -
Vanguard Group of (8) Sales of 3,120 shares of
Investment Companies Primecap Fund $82 $82 $82 -
Vanguard Group of (50) Purchases of 45,389 shares of
Investment Companies International Growth Portfolio $678 $678 $678 -
Vanguard Group of (6) Sales of 1,951 shares of
Investment Companies International Growth Portfolio $29 $29 $29 -
Vanguard Group of (26) Purchases of 9,431 shares of
Investment Companies Bond Index Fund $93 $93 $93 -
Vanguard Group of (1) Sales of 3,285 shares of
Investment Companies Bond Index Fund $33 $32 $33 $1
</TABLE>
(1) This is also a party-in-interest transaction.
13
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee
SMS Retirement Savings Plan:
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 16, 1996, on the SMS Retirement Savings Plan
financial statements as of December 31, 1995 included in this Form 11-K, into
the Company's previously filed Registration Statement on Form S-8 (File No. 33-
34089).
ARTHUR ANDERSEN LLP
Philadelphia, PA
May 16, 1996
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
SMS RETIREMENT SAVINGS PLAN
Date: June 10, 1996 By: /S/ Edward J. Grady
----------------------------------
Edward J. Grady
Chairman, Administrative Committee
15
