SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________________ to ________________
Commission file number 33-98136
-----------------------------
A. Full title of the plan: Chelsea GCA 401(K) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Chelsea GCA Realty, Inc.
103 Eisenhower Parkway
Roseland, NJ 07068
-------------------------------
Financial Statements and
Supplemental Schedules
Chelsea GCA 401(k) Savings Plan
December 31, 1996
<PAGE>
Chelsea GCA 401(k) Savings Plan
Financial Statements and Supplemental Schedules
December 31, 1996
CONTENTS
Report of Independent Auditors.......................................1
Financial Statements
Statements of Net Assets Available for Plan Benefits- with
Fund Information..................................................2
Statement of Changes in Net Assets Available for Plan
Benefits-with Fund Information....................................4
Notes to Financial Statements........................................5
Supplemental Schedules
Schedule of Assets Held for Investment..............................10
Schedule of Reportable Transactions.................................11
<PAGE>
Report of Independent Auditors
Chelsea GCA 401(k) Savings Plan
Retirement and Benefits Committee
We have audited the accompanying statements of net assets available for
plan benefits- with fund information of Chelsea GCA 401(k) Savings Plan (the
"Plan") as of December 31, 1996 and 1995, and the related statement of changes
in net assets available for plan benefits-with fund information for the year
ended December 31, 1996. 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 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 plan benefits of the Plan
at December 31, 1996 and 1995, and the changes in its net assets available for
plan benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment as of December 31, 1996 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 basic financial statements. The fund information in
the statements of net assets available for plan benefits-with fund information
and the statement of changes in net assets available for plan benefits-with fund
information 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 for each fund. The supplemental schedules and fund
information has been subjected to the auditing procedures applied in our audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Ernst & Young LLP
June 23, 1997
<PAGE>
Chelsea GCA 401(k) Savings Plan
Statement of Net Assets Available for Plan Benefits-with
Fund Information
December 31, 1996
<TABLE>
<CAPTION>
FUND INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------------
THE MERRILL LYNCH TRUST
- -----------------------------------------------------------------------------------------------------------------------------------
Corporate
Bond Fund Chelsea
BASIC Investment Global Retirement CMA GCA Participant
VALUE Capital Grade Allocation Growth Preservation Money Realty, Loans
FUND Fund Portfolio Fund Fund Trust Fund Cash Inc. Receivable Total
Common
Stock
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $186,735 $47,248 $64,026 $50,015 $371,141 $38,659 $1,679 $774 $40,200 $4,801 $805,278
Employee 3,856 2,807 2,075 3,238 10,276 306 1,394 23,952
contributions receivable
---------------------------------------------------------------------------------------------------------
Net assets
available for plan $190,591 $50,055 $66,101 $53,253 $381,417 $38,965 $1,679 $774 $41,594 $4,801 $829,230
benefits at December 31, 1996
==============================================================================================
See accompanying notes.
</TABLE>
<PAGE>
Chelsea GCA 401(k) Savings Plan
Statement of Net Assets Available for Plan Benefits-with
Fund Information
December 31, 1995
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------
THE ADP/STATE STREET COLLECTIVE TRUST
----------------------------------------------------------------------
Standard Government
AGGRESSIVE & Poor's Yield Money Participant
EQUITY 500 Plus Market Loans
FUND Index Fund Fund Receivable Total
Fund
------------------------------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $146,208 $123,809 $38,769 $28,939 $872 $338,597
------------------------------------------------------------- --------------------------------------
Net assets available for plan
benefits at $146,208 $123,809 $38,769 $28,939 $872 $338,597
December 31, 1995
============================================================= ======================================
See accompanying notes.
</TABLE>
<PAGE>
Chelsea GCA 401(k) Savings Plan Statement of Changes in Net Assets
Available for Plan Benefits-with Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------------------------------------
THE ADP/STATE STREET COLLECTIVE The Merrill Lynch Trust
TRUST
------------------------------------------------------------------------------------------------------
Corporate
Standard Govern- Bond Fund
AGGRESSIVE & Yield ment Basic Investment Global Retirement
EQUITY Poor's Plus Money Value Capital Grade Allocation Growth Preserva-
FUND 500 Index Fund Market Fund Fund Portfolio Fund Fund tion
Fund Trust
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
for plan benefits at January $ 146,208 $ 123,809 $38,769 $ 28,939
1, 1996
Net assets transferred
from predecessor (to (146,208) (123,809)(38,769) (28,939) $123,081 $40,654 $144,921 $29,069
successor) trust
Additions:
Employee contributions 72,374 $48,415 26,124 $53,254 168,239 10,013
Employee contributions 3,856 2,807 2,075 3,238 10,276 306
receivable
Investment income 10,996 3,308 2,726 4,100 26,579 1,768
---------------------------------------------------------
87,226 54,530 30,925 60,592 205,094 12,087
Participant withdrawals (7,857) (2,851) (2,331) (5,659) (15,421) (1,718)
----------------------------------------------------------
(7,857) (2,851) (2,331) (5,659) (15,421) (1,718)
Net realized and changes
in unrealized
appreciation 6,025 438 (1,313) (304) 35,930
(depreciation) in fair
value of investments
Interfund transfers (17,510) (2,278) (1,536) 12,151
Loan (374) 216 (298) (1,376) (1,258) (473)
disbursements/proceeds, net
-------------------------------------------------------- ------------------------------------------
Net increase (decrease) - - - - (11,859) (1,624) (3,147) (1,680) 46,823 (473)
--------------------------------------------------------- -----------------------
Net assets available for
plan benefits at December $ - $ - $ - $ - $190,591 $50,055 $66,101 $53,253 $381,417 $38,965
31, 1996
=====================================================================================================
Chelsea
CMA GCA Participant
Money Realty, Inc. Loans
Fund Cash Common Stock Receivable Total
<S> <C> <C> <C> <C> <C>
Net assets available for $872 $338,597
for plan benefits at January
1, 1996
Net assets transferred
from predecessor (to
successor) trust
Additions:
Employee contributions $27,586 406,005
Employee contributions 1,394 23,952
receivable
Investment income $352 1,522 51,351
-------- ---------- -----------
352 30,502 481,308
Participant withdrawals (957) (36,794)
---------- -----------
(957)
Net realized and changes
in unrealized
appreciation
(depreciation) in fair
value of investments 5,343 46,119
Interfund transfers 1,327 $774 7,072 -
Loan disbursements/proceeds, net (366) 3,929 -
--------- ------ --------- ---------- ---------
Net increase (decrease) 1,327 774 12,049 3,929 46,119
--------- ------ --------- --------- ---------
Net assets available for
plan benefits at December $1,679 $ 774 $41,594 $4,801 $829,230
31, 1996
=========== ========= ======== =========== ===========
</TABLE>
<PAGE>
Chelsea GCA 401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The financial statements of Chelsea GCA 401(k) Savings Plan (the "Plan") are
presented on the accrual basis of accounting.
INVESTMENTS
Investments are valued at fair value using share values of the funds as reported
by Merrill Lynch on December 31, 1996 and the State Street Bank and Trust
Company on December 31, 1995.
Appreciation or depreciation of securities represents the reinvested dividends
plus realized gains and the change in fair value during the year.
INCOME TAX STATUS
Effective January 1, 1996, the Plan is a prototype non-standardized plan
developed by Merrill Lynch, Pierce, Fenner & Smith, Inc. The Plan's
Administrative Committee is in the process of requesting a determination letter
from the Internal Revenue Service. Prior to January 1, 1996, the Plan was a
prototype plan developed by Automatic Data Processing Federal Credit Union. The
Internal Revenue Service had issued a determination letter dated December 5,
1995 to the effect that the Plan qualified under Section 401(a) of the Internal
Revenue Code ("IRC") and, therefore, the Plan was not subject to tax under
Section 501(a) of the IRC. The Plan is required to operate in conformity with
the IRC to maintain its qualification. The Plan's Administrative Committee is
not aware of any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan sponsored and administered by Chelsea
GCA Realty Partnership, L.P. (the "Partnership") and was established for the
purpose of allowing Plan members to make tax-deferred contributions through
voluntary payroll withholdings in order to accumulate benefits to be paid upon
retirement. The Partnership pays all administrative expenses incurred by the
Plan except for a fee of $.25 per share for
Chelsea GCA 401(k) Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
all purchase and sale transactions of Chelsea GCA Realty, Inc. common stock
which is paid by the participant.
All employees of the Partnership are eligible to participate in the Plan after
completing one year of service and attaining age 21. Employees who elect to
enroll in the Plan may elect to have from 1% to 15% of their pre-tax gross pay
(for up to a 40 hour work week) contributed to their account each pay period.
This deduction may not exceed the maximum amount allowed under the IRC of $9,500
and $9,240 in 1996 and 1995, respectively. Rollover contributions of $76,831 and
$100,413 in 1996 and 1995, respectively, were made by participants from other
qualified Plans.
Effective January 1, 1996, Merrill Lynch Asset Management, Inc. serves as
trustee (the "Trustee") of the Plan. The Trustee has invested the assets of the
Plan in funds maintained in pooled separate accounts held by Merrill Lynch
Trust. Prior to January 1, 1996, State Street Bank and Trust Company served as
trustee (the "Predecessor Trustee") of the Plan. The Predecessor Trustee had
invested the assets of the Plan in funds maintained in pooled separate accounts
held in the ADP/State Street Collective Trust.
Employees participating in the Plan are eligible to receive a benefit upon their
normal retirement date, early retirement date, disability retirement date or
termination date, equal to the amount in their individual account. Participants
are always 100% vested in their accounts including the earnings thereon.
Participants are eligible to borrow from their account. The minimum loan is
$500. A participant may borrow 50% of his or her account to a maximum of
$50,000. The loans must be paid back within five years. The loans bear interest
at a rate of 8.73% and 10.75% at December 31, 1996 and 1995, respectively.
Effective January 1, 1996, participants are permitted to invest their
contributions in any of the following investment vehicles:
MERRILL LYNCH BASIC VALUE FUND
This fund seeks capital appreciation and, secondarily, income by investing in
primarily equity securities that are undervalued and represent basic investment
value. Particular emphasis is placed on securities which provide an above
average dividend return and sell at a below average price-earnings ratio.
MERRILL LYNCH CAPITAL FUND
The objective of the fund is to achieve the highest total investment return
through flexibility of investments in equity, debt or other convertible
securities, as well as investing in quality companies.
Chelsea GCA 401(k) Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
MERRILL LYNCH CORPORATE BOND FUND INVESTMENT GRADE PORTFOLIO
This fund seeks primarily to attain the highest level of current income by
investing in a diversified portfolio of fixed income securities, such as
corporate bonds and notes, convertible securities, preferred stocks and
government obligations. As a secondary objective, the fund seeks capital
appreciation, when consistent with the primary objective.
MERRILL LYNCH GLOBAL ALLOCATION FUND
The fund seeks a high total investment return, consistent with prudent risk,
utilizing United States and foreign equity, debt and money market securities.
Total investment return is the aggregate of capital value changes and income.
MERRILL LYNCH GROWTH FUND
The investment objectives of the fund are to seek growth of capital and,
secondarily, income by investing in a diversified portfolio of equity
securities.
MERRILL LYNCH RETIREMENT PRESERVATION TRUST
This is a fixed income portfolio which invests in guaranteed investment
contracts of insurance companies, bank investment contracts, money market
instruments and United States Government Agency Securities.
CHELSEA GCA REALTY, INC. COMMON STOCK
Participants are offered the opportunity to invest in the common stock of the
Company that they are employed by. The stock is currently traded on the open
market.
Prior to the change in trustee at January 1, 1996, participants were permitted
to invest their contributions in any of the following four funds:
YIELD PLUS FUND
This is a fixed income portfolio that provides for a rate of interest typically
higher than money market funds of United States Treasury notes. This fund
invests primarily in guaranteed investment contracts of insurance companies,
bank investment contracts and money market investments managed for safety of
principal and high current income.
Chelsea GCA 401(k) Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
GOVERNMENT MONEY MARKET FUND
This is a high quality pooled money market fund which limits investments to U.S.
Treasury and U.S. Government agencies.
STANDARD & POOR'S 500 INDEX FUND
This fund provides returns based on the performance of the stock market as
measured by the Standard and Poor's index of 500 major American companies.
AGGRESSIVE EQUITY FUND
This fund seeks to out perform the stock market, as reflected by the Standard &
Poor's 500 Index, by selecting a portfolio of common stocks that are
characterized by rising earning expectations and good share price relative to
other stocks.
While the Partnership hopes and expects to continue the Plan indefinitely, it
reserves the right to terminate, amend or modify the Plan at any time.
This is not a complete description of the Plan. For more information on the
Plan, see the Summary Plan Description available at the office of the
Administrator.
3. INVESTMENTS
As indicated by the Trustee and the Predecessor Trustee, the following
investments, exclusive of receivables, as of December 31, 1996 and 1995
represent 5% or more of the Plan's net assets at fair value:
1996
The Merrill Lynch Trust:
Merrill Lynch Basic Value Fund $186,735
Merrill Lynch Capital Fund 47,248
Merrill Lynch Corporate Bond Fund Investment Grade Portfolio 64,026
Merrill Lynch Global Allocation Fund 50,015
Merrill Lynch Growth Fund for Investment & Retirement 371,141
Chelsea GCA Realty, Inc. Common Stock 40,200
1995
The ADP/State Street Collective Trust:
Aggressive Equity Fund 146,208
Standard & Poor's 500 Index Fund 123,809
Yield Plus Fund 38,769
Government Money Market Fund 28,939
Chelsea GCA 401(k) Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The Trustee and Predecessor Trustee have reported units and per unit values,
exclusive of receivables, as follows:
<TABLE>
<CAPTION>
THE MERRILL LYNCH TRUST
-----------------------------------------------------------------------------------------------
Corporate
BASIC Bond Global
VALUE FUND Capital Investment Allocation Growth
Fund Grade Fund Fund
Portfolio
--------------------- --------------------- --------------------- -----------------------
UNITS Per Units Per Units Per Units Per Units Per
Unit Unit Unit Unit Unit
--------------------- --------------------- --------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1996 6,096.5 $30.63 1,551.1 $30.46 5,656.0 $11.32 3,482.9 $14.36 15,285.9 $24.28
September 30, 1996 5,906.6 29.12 1,202.0 29.89 4,829.4 11.16 2,825.2 14.78 12,431.0 23.24
June 30, 1996 5,408.4 29.76 880.6 30.72 4,667.6 11.17 1,940.5 14.66 10,959.1 23.04
March 31, 1996 4,432.0 29.74 309.5 30.30 3,679.4 11.32 749.9 14.20 8,082.5 21.07
Chelsea GCA
Retirement CMA Money Realty,
Preservation Fund Inc.
Trust Common Stock
Units Per Unit Units Per Unit Units Per Unit
<S> <C> <C> <C> <C> <C> <C>
December 31, 1996 38,654.5 $1.00 1,679 $1.00 1,161 $34.625
September 30, 1996 36,332.5 1.00 1,368 1.00 930 30.625
June 30, 1996 34,573.3 1.00 338 1.00 464 31.75
March 31, 1996 30,660.8 1.00 5,370 1.00 - -
THE ADP/STATE STREET COLLECTIVE TRUST
AGGRESSIVE Standard & Government
EQUITY Poor's 500 Money
FUND Index Fund Yield Plus Market Fund
Fund
UNITS Per Units Per Units Per Units Per
Unit Unit Unit Unit
--------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995 59,823.2 $2.444 59,695.8 $2.074 29,504.6 $1.314 25,208.2 $1.148
</TABLE>
4. PARTIES-IN-INTEREST
During 1996 and 1995, the Plan did not enter into any transactions with
parties-in-interest.
<TABLE>
<CAPTION>
Chelsea GCA 401(k) Savings Plan
Assets Held for Investment
December 31, 1996
NUMBER
OF UNITS/ Cost Current
IDENTITY OF ISSUE SHARES Basis Value
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Merrill Lynch Trust:
Merrill Lynch Basic Value Fund 6,096.5 $180,938 $186,735
Merrill Lynch Capital Fund 1551.1 46,786 47,248
Merrill Lynch Corporate Bond Fund
Investment Grade Portfolio 5,656.0 65,099 64,026
Merrill Lynch Global Allocation Fund 3,482.9 50,576 50,015
Merrill Lynch Growth Fund for Investment
& Retirement 15,285.9 337,268 371,141
Merrill Lynch Retirement Preservation 38,654.5 38,659 38,659
Trust
Merrill Lynch CMA Money Fund 1,679.0 1,679 1,679
----------------- ----------------
721,005 759,503
Cash 774 774
Chelsea GCA Realty, Inc. Common Stock 1,161 35,032 40,200
Participant loans receivable (interest
rate of 8.73% maturing through 2001) 4,801 4,801
------------- -------------------
Total investments $761,612 $805,278
================ =================
</TABLE>
<PAGE>
Chelsea GCA 401(k) Savings Plan
Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
Fair Value
of
Transaction
Cost Purchase upon Gain/
DESCRIPTION OF ASSET Basis Price Sale or (Loss)
Redemption
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CATEGORY (I)--SINGLE TRANSACTIONS IN EXCESS OF 5% OF
PLAN ASSETS
Merrill Lynch Basic Value Fund (1) $123,809 $123,809
Merrill Lynch Corporate Bond
Investment Grade Fund (1) 38,769 38,769
Merrill Lynch Growth Fund for Investment 146,208 146,208
& Retirement (1)
Merrill Lynch Growth Fund for Investment 19,228 19,228
& Retirement (1)
Merrill Lynch Growth Fund for Investment 17,707 17,707
& Retirement (1)
Merrill Lynch Growth Fund for Investment 19,767 19,767
& Retirement (1)
Merrill Lynch CMA Money Fund (1) 337,725 337,725
Merrill Lynch CMA Money Fund (1) 46,605 46,605
Merrill Lynch CMA Money Fund (1) 29,857 29,857
Merrill Lynch CMA Money Fund (1) 42,715 42,715
Merrill Lynch CMA Money Fund (1) 32,951 32,951
Merrill Lynch CMA Money Fund (1) 31,552 31,552
Merrill Lynch CMA Money Fund (1) 308,786 $308,786
Merrill Lynch CMA Money Fund (1) 28,939 28,939
Merrill Lynch CMA Money Fund (1) 43,495 43,495
Merrill Lynch CMA Money Fund (1) 27,421 27,421
Merrill Lynch CMA Money Fund (1) 26,512 26,512
Merrill Lynch CMA Money Fund (1) 37,991 37,991
Merrill Lynch CMA Money Fund (1) 31,879 31,879
Merrill Lynch CMA Money Fund (1) 18,584 18,584
</TABLE>
<TABLE>
<CAPTION>
Chelsea GCA 401(k) Savings Plan
Reportable Transactions (continued)
Year ended December 31, 1996
Fair Value
of
Transaction
Cost Purchase upon Gain/
DESCRIPTION OF ASSET Basis Price Sale or (Loss)
Redemption
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CATEGORY (III)--SERIES OF
TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Merrill Lynch Basic Value Fund (20) $207,196 $207,196
Merrill Lynch Basic Value Fund (20) 26,257 $ 26,486 $229
Merrill Lynch Capital Fund (20) 52,113 52,113
Merrill Lynch Capital Fund (9) 5,326 5,303 (23)
Merrill Lynch Corporate Bond Fund Investment
Grade Portfolio (26) 71,555 71,555
Merrill Lynch Corporate Bond
Fund Investment Grade Portfolio (15) 6,456 6,216 (240)
Merrill Lynch Global Allocation Fund (18) 57,524 57,524
Merrill Lynch Global Allocation Fund (12) 6,947 7,205 258
Merrill Lynch Growth Fund for Investment 353,679 353,679
& Retirement (24)
Merrill Lynch Growth Fund for Investment 16,411 18,468 2,057
& Retirement (15)
Merrill Lynch Retirement Preservation 40,978 40,978
Trust (238)
Merrill Lynch Retirement Preservation 2,319 2,319
Trust (10)
Merrill Lynch CMA Money Fund (53) 596,562 596,562
Merrill Lynch CMA Money Fund (42) 594,883 594,883
Chelsea GCA Realty, Inc. Common Stock (15) 37,409 37,409
Chelsea GCA Realty, Inc. Common Stock (10) 2,377 2,357 (20)
Numbers in brackets ( ) represent number of transactions.
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1996.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Chelsea GCA Realty, Inc.
Chelsea GCA 401(K) Savings Plan
Dated: June 30, 1997 By: /s/ Michael J. Clarke
Michael J. Clarke
Vice President
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-98136) pertaining to the Chelsea GCA 401(k) Savings Plan of our
report dated June 23, 1997, with respect to the financial statements of the
Chelsea GCA 401(k) Savings Plan included in this Annual Report (Form 11-K) for
the year ended December 31, 1996.
Ernst & Young LLP
New York, NY
June 26, 1997
