SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1995 A. Full title of the plan and address of the plan, if different from that of the issuer named below: COMARCO, Inc. SAVINGS AND RETIREMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: COMARCO, Inc. 22800 Savi Ranch Parkway Suite 214 Yorba Linda, CA 92687 Item 1: Changes in the Plan. The Plan was restated in 1992 with an effective date of January 1, 1989, to incorporate all amendments to the Plan as of that date. In January 1993, the Plan was amended to change Weapons Support Division's Company contribution to 100% of an Employee's contribution up to 3%, and to change the Company's contribution level for the restrictive COMARCO company stock from 150% to 100%. The Plan was restated in 1994 with an effective date of January 1, 1989 to incorporate all amendments to the Plan as of that date. The Plan received an IRS determination letter incorporating all TRA-86 requirements on February 9, 1995. Item 2: Changes in Investment Policy. None. Item 3: Contributions Under the Plan. The Plan provides benefits to eligible employees. Employees who have three months of service, are at least 20 1/2 years of age and who make basic contributions may participate in the Plan. In 1994 the Company contributed 100% of an Employee's contribution up to 3% of the Employee's eligible earnings. Forfeitures of terminated participants non-vested accounts will be used to offset plan expenses. In addition, the Company may, at its discretion, make an additional contribution each year to the Plan. Item 4: Participating Employees. At December 31, 1995, approximately 458 employees were participants in the Plan. Item 5: Administration of the Plan. (a) From January 1, 1986 to September 2, 1988 The Administration Committee: Don M. Bailey Vice President Corporate Development COMARCO, Inc. 160 South Old Springs Road Anaheim, California 92808 Barbara A. Willey Corporate Controller COMARCO, Inc. 160 South Old Springs Road Anaheim, California 92808 From January 1, 1986 to September 17, 1987 James C. Quibodeaux Senior Vice President, Finance COMARCO, Inc. 160 South Old Springs Road Anaheim, California 92808 From September 17, 1987 to September 2, 1988 Peter McKane Senior Vice President, Finance COMARCO, Inc. 160 South Old Springs Road Anaheim, California 92808 From September 2, 1988 to present COMARCO, Inc. 22800 Savi Ranch Parkway, Suite 214 Yorba Linda, California 92687 (b) The Plan does not compensate the Plan Administrator. Item 6: Custodian of Investments. (a) The custodian of investments is SBS Trust Company. Its address is 201 North Walnut St. Suite 905, Wilmington, DE 19801. (b) The total amount paid for trustee and cash management fees by the Plan was $48,245, $23,628, and $29,340, during 1995, 1994, and 1993, respectively. The total amount of compensation paid for management and recordkeeping fees for the Plan was $14,200, $29,094, and $56,860, for the fiscal years ended December 31, 1995, 1994, and 1993, respectively. Item 7: Reports to Participating Employees. Each year participants receive a Summary Annual Report and statements of the total Plan benefits accrued and the nonforfeitable (vested) Plan benefits. Item 8: Investment of Funds. Inapplicable. Item 9: Financial Statements and Exhibits. (a) Financial Statements - As listed in the Index at Page 2. (b) Exhibits - None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. COMARCO, Inc. SAVINGS AND RETIREMENT PLAN BY: ----------------------------------- Don M. Bailey President & Chief Executive Officer COMARCO, Inc. DATE: June 19, 1996 COMARCO, INC. SAVINGS AND RETIREMENT PLAN FINANCIAL STATEMENTS (Including Supplemental Schedules) December 31, 1995 and 1994 (With Independent Auditors' Report Thereon) COMARCO, INC. SAVINGS AND RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page ---- Independent Auditors' Report 3 Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 4 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1995, 1994 and 1993 5 Notes to Financial Statements 6 SUPPLEMENTAL SCHEDULES Schedule 1 - Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995 13 Schedule 2 - Item 27d- Schedule of Reportable Transactions Year Ended December 31, 1995 14 The additional schedules required under the Employee Retirement Income Security Act of 1974 and regulations issued by the Department of Labor are not presented because they are not applicable or are not a required disclosure. INDEPENDENT AUDITORS' REPORT The Board of Directors COMARCO, Inc.: We have audited the accompanying statements of net assets available for plan benefits of the COMARCO, Inc. Savings and Retirement Plan (the "Plan") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1995. 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 as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits of the Plan's financial statements as of December 31, 1995 and 1994, and for each of the years in the three-year period ended December 31, 1995 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 Purposes and Reportable Transactions 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 supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements, and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG Peat Marwick LLP McLean, Virginia June 21, 1996 COMARCO, INC. SAVINGS AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1995 and 1994 1995 1994 ---- ---- ASSETS Cash and cash equivalents (Note 4) $ 167,000 $ 184,000 Employer contributions receivable 70,000 103,000 Employee contributions receivable - 74,000 Interest and dividends receivable 2,000 93,000 Investment in 187,351 shares in 1995 and 458,296 shares in 1994 of COMARCO common stock, at fair value (Note 4) 2,717,000 3,838,000 Investment in mutual funds, at fair value (Note 4) 8,252,000 5,441,000 Investment in investment contracts, at contract value (Note 4) 852,000 1,446,000 Participant Loans 218,000 -- ----------- ----------- Total Assets 12,278,000 11,179,000 LIABILITIES Fees payable (Note 6) 4,000 22,000 ----------- ----------- Net assets available for Plan benefits $12,274,000 $11,157,000 =========== =========== See accompanying notes to the financial statements. COMARCO, INC. SAVINGS AND RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Years Ended December 31, 1995, 1994 and 1993 1995 1994 1993 ---- ---- ---- Net assets available for Plan benefits, beginning of year $11,157,000 $ 9,276,000 $9,270,000 ----------- ----------- ---------- Additions: Contributions: Employer Regular 599,000 566,000 542,000 Employer SCA - 4,000 28,000 Employee 1,498,000 1,156,000 1,089,000 Interest and dividends 164,000 324,000 386,000 Realized and unrealized appreciation of investments (Note 4) 2,571,000 1,710,000 98,000 ----------- ----------- ---------- Total additions 4,832,000 3,760,000 2,143,000 ----------- ----------- ---------- Deductions: Plan distributions 2,571,000 1,527,000 1,732,000 Realized and unrealized depreciation of investments (Note 4) - 266,000 325,000 Administrative expenses (Note 6) 66,000 86,000 80,000 ----------- ----------- ---------- Total deductions 2,637,000 1,879,000 2,137,000 ----------- ----------- ---------- Transfer of shares to Employee Stock Ownership Plan (Note 3) (1,078,000) - - ------------ ----------- ---------- Net assets available for Plan benefits, end of year $12,274,000 $11,157,000 $9,276,000 =========== =========== ========== See accompanying notes to the financial statements. COMARCO, INC. SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1995, 1994 and 1993 1. Description of the Plan The following description of the COMARCO, Inc. Savings and Retirement Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General. The Plan is a defined contribution plan covering substantially all full-time employees of COMARCO, Inc. ("the Company" or "the Plan Sponsor") who have three months of service and are age 20 1/2 or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). A restatement of the Plan agreement was completed on December 7, 1994 and incorporated all previous amendments. The Plan received an IRS determination letter for the Plan document incorporating all TRA-86 requirements on February 9, 1995. Contributions. Employee contributions to the Plan may range from 1% to 15% of eligible earnings. In 1993, the Plan Sponsor adopted a plan amendment effective January 1, 1993 which standardized the Company's matching contribution to 100% of the first 3% of earnings by a participant. Service Contract Act (SCA) contributions represent employer contributions of health and welfare benefits as required for certain Company employees covered by the SCA. The Company began making required SCA employee benefit payments in cash in 1994, rather than as Plan contributions. All forfeitures of terminated participants' non-vested accounts are used to offset Plan expenses. In addition, the Company may, at its discretion, make an additional contribution each year to the Plan. Participant Accounts. Each participant's account is credited with the participant's contribution and the Company's matching contribution plus Plan earnings less Plan expenses not paid by the Company. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Loans. Effective January 1, 1995, the Plan permits participants to obtain loans from their account balances, subject to certain IRS limitations. The loans are repaid over fixed time periods. Vesting. Participants are vested at all times in their voluntary contributions and, in certain circumstances, the matching Company contributions plus actual earnings thereon. Company contributions generally vest over a 7 year graded vesting schedule. Exceptions to this graded vesting are the Company contributions which are invested in the Company's Stock-100 Fund, as well as SCA contributions, which are immediately 100% vested. (The Stock 100 Fund is no longer an investment option for the participants). Payment of Benefits. On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, annual installments, or monthly annuity payments. Participants with accrued benefits greater than $3,500 may elect to delay receiving benefits until reaching age 65. 2. Significant Accounting Policies Accounting Method - The Plan prepares its financial statements on the accrual basis of accounting. Reclassification - Certain prior year amounts have been reclassified to conform to the 1995 presentation. Investments - The Plan's investments are stated at fair value in the accompanying statements of net assets available for plan benefits except for its investment in investment contracts, which are valued at their respective contract values. Fair value is determined based on quoted market prices. The difference between cost and fair value of investments is recognized as a realized gain or loss at the date of disposition using the first-in, first-out method. Purchases and dispositions are recorded on a trade-date basis. 3. Employee Stock Option Plan The assets of the Plan as of December 31, 1994 and 1993 include shares of Company stock formerly held in the Company's Employee Stock Option Plan ("ESOP"), which were combined into the Savings and Retirement Plan. In 1995, the Company received approval from the Internal Revenue Service to terminate the ESOP, and consequently the former ESOP shares were transferred from the Savings and Retirement Plan back to the ESOP. 4. Investments All amounts contributed to the Plan have been deposited with the Funding Agent, SBS Trust. Participant contributions to the Plan are made to one of the 7 investment options (Stable Value, Long Term Bond, Small Cap Growth, Large Cap Growth, Large Cap Value, International, or Company Stock) as designated by the participant. All investment options other than COMARCO shares are provided through the Smith Barney TRAK program, and consist of fund shares. The Stable Value option is a blend of individual investment contracts (purchased by COMARCO and not yet matured) and the Consulting Group Capital Markets (CGCM) Stable Value Fund. The average yields earned on guaranteed investment contracts for the years ended December 31, 1995 and 1994 were 5.1% in each year. The following table presents the fair values of investments. Investments that represent 5% or more of the Plan's net assets are separately identified. 4. Investments (continued) December 31, 1995 December 31, 1994 -------------------------------- ------------------------------- Identity of Party and Shares or Carrying Shares or Carrying Description of Asset Principal Amount Amount Principal Amount Amount - --------------------- ---------------- --------- ---------------- --------- Cash and Cash Equivalents: SBS Short Term Investment Fund $ 167,000 $ -- Bank of America Short Term Investment Fund -- 184,000 ------------- ------- Total Cash and Cash Equivalents $ 167,000 $ 184,000 ------------- ------------- Investments: Guaranteed Investment Contracts: Pacific Corinthian, 5.14% due 10/31/97 -- 596,000 Other 852,000 850,000 ------- ------------- Total Investment Contracts 852,000 1,446,000 ------- ------------- Mutual Funds: Phoenix Investment Growth Fund -- 60,000 1,172,000 Vanguard/Wellesley Income Fund -- 81,000 1,373,000 SBS TRUST GIC Income Fund 249,000 2,896,000 CGCM Small Cap Growth Fund 95,000 1,490,000 -- -- CGCM Large Cap Growth Fund 104,000 1,275,000 -- -- CGCM Large Cap Value Fund 151,000 1,652,000 -- -- CGCM International Fund 91,000 952,000 -- -- CGCM Long Term Bond 105,000 893,000 -- -- CGCM Stable Value Fund 226,000 1,990,000 -- -- ------------- ------------- Total Mutual Funds 8,252,000 5,441,000 ------------- ------------- Participant Loans 218,000 -- COMARCO common stock 187,000 2,717,000 458,000 3,838,000 ------------- ------------- Total Investments $ 12,206,000 $ 10,909,000 ============= ============= 5. Changes in Net Assets by Investment Program. The changes in net assets by investment program for the years ended December 31, 1993, 1994 and 1995 are as follows: Stable Value Equity Growth Balanced Stock Holding Fund Fund Fund Fund Fund Total ------------ ------------- ---------- ---------- ------- ----------- Net assets available for plan benefits January 1, 1993 $4,702,000 $1,169,000 $ 361,000 $3,032,000 $ 6,000 $9,270,000 Additions: Contributions: Employer Regular 208,000 82,000 85,000 167,000 -- 542,000 Employer SCA 28,000 -- -- -- -- 28,000 Employee 444,000 207,000 231,000 207,000 -- 1,089,000 Interest & dividends 278,000 45,000 60,000 1,000 2,000 386,000 Realized & unrealized appreciation of investments -- 10,000 1,000 87,000 -- 98,000 Transfers between Funds (273,000) (102,000) 329,000 (26,000) 72,000 -- Deductions: Plan distributions 923,000 144,000 91,000 574,000 -- 1,732,000 Realized & unrealized depreciation of investments 9,000 4,000 -- 312,000 -- 325,000 Administrative expenses 4,000 -- -- -- 76,000 80,000 ---------- ---------- ---------- ---------- ------- ---------- Net assets available for plan benefits December 31, 1993 $4,451,000 $1,263,000 $ 976,000 $2,582,000 $ 4,000 $9,276,000 ========== ========== ========== ========== ======= ========== 5. Changes in Net Assets by Investment Program (continued) Stable Value Equity Growth Balanced Stock Holding Fund Fund Fund Fund Fund Total ------------ ------------- ---------- ---------- ------- ----------- Net assets available for plan benefits January 1, 1994 $4,451,000 $1,263,000 $976,000 $2,582,000 $ 4,000 $9,276,000 Additions: Contributions: Employer 162,000 73,000 145,000 155,000 31,000 566,000 Employer SCA 4,000 -- -- -- -- 4,000 Employee 369,000 207,000 390,000 190,000 -- 1,156,000 Interest & dividends 157,000 66,000 101,000 -- -- 324,000 Realized & unrealized appreciation of investments 108,000 1,000 5,000 1,596,000 -- 1,710,000 Transfers between Funds (61,000) (62,000) 146,000 (51,000) 28,000 -- Deductions: Plan distributions 594,000 201,000 155,000 577,000 -- 1,527,000 Realized & unrealized depreciation of investments 13,000 82,000 156,000 15,000 -- 266,000 Administrative expenses 9,000 -- -- -- 77,000 86,000 ---------- ---------- ---------- ---------- ------- ---------- Net assets available for plan benefits December 31, 1994 $4,574,000 $1,265,000 $1,452,000 $3,880,000 ($14,000) $11,157,000 ========== ========== ========== ========== ======== =========== 5. Changes in Net Assets by Investment Program (continued) Stable Value Equity Growth Balanced Stock Long Term Fund Fund Fund Fund International Bond ------------------------------------------------------------------------------------- Net assets available for plan benefits January 1, 1995 $4,574,000 $1,265,000 $1,452,000 $3,880,000 --- --- Additions: Contributions: Employer 101,000 --- --- 47,000 69,000 45,000 Employee 298,000 --- --- 108,000 207,000 141,000 Interest and dividends 44,000 --- --- 1,000 15,000 41,000 Realized and unrealized appreciation 138,000 --- --- 1,256,000 80,000 96,000 of investments Transfer between funds (1,373,000) (1,230,000) (1,378,000) (944,000) 671,000 751,000 Deductions: Plan distributions 940,000 35,000 74,000 553,000 88,000 178,000 Realized and unrealized depreciation of investments --- --- --- --- --- --- Administrative expenses --- --- --- --- 2,000 3,000 ------------------------------------------------------------------------------------- Subtotal $2,842,000 --- --- $3,795,000 $952,000 $893,000 Transfer of shares to Employee Stock Ownership Plan (Note 3) --- --- --- (1,078,000) --- --- ------------------------------------------------------------------------------------- Net assets available for plan benefits December 31, 1995 $2,842,000 --- --- $2,717,000 $952,000 $893,000 ===================================================================================== 5. Changes in Net Assets by Investment Program (table continued) Large Cap Large Cap Small Cap Participant Holding/ Growth Value Growth Notes Other Total ------------------------------------------------------------------------------------- Net assets available for plan benefits January 1, 1995 --- --- --- --- ($14,000) $11,157,000 Additions: Contributions: Employer 69,000 71,000 99,000 --- 98,000 599,000 Employee 213,000 232,000 299,000 --- --- 1,498,000 Interest and dividends 6,000 36,000 --- 8,000 13,000 164,000 Realized and unrealized appreciation 266,000 343,000 392,000 --- --- 2,571,000 of investments Transfer between funds 936,000 1,225,000 927,000 210,000 205,000 --- Deductions: Plan distributions 212,000 251,000 223,000 --- 17,000 2,571,000 Realized and unrealized depreciation of investments --- --- --- --- --- --- Administrative expenses 3,000 4,000 4,000 --- 50,000 66,000 ------------------------------------------------------------------------------------- Subtotal $1,275,000 $1,652,000 $1,490,000 $218,000 $235,000 $13,352,000 Transfer of shares to Employee Stock Ownership Plan (Note 3) --- --- --- --- --- (1,078,000) ------------------------------------------------------------------------------------- Net assets available for plan benefits December 31, 1995 $1,275,000 $1,652,000 $1,490,000 $218,000 $235,000 $12,274,000 ===================================================================================== 6. Expenses of the Plan The Plan provides that all reasonable expenses for custodial costs and fees incurred for the benefit of the Plan are to be paid by the Plan to the extent they are not paid by the Company. Total Plan expenses of approximately $66,000, $86,000 and $80,000 in 1995, 1994 and 1993 respectively, were paid by the Plan. Plan expenses accrued as of December 31, 1995 and 1994 are $4,000 and $22,000, respectively. 7.Plan Distributions Partial distributions are made to participants who withdraw from the Plan before the final accounting for the plan year is completed. Amounts payable to participants who have withdrawn were estimated to be approximately $200,000 and $500,000 at December 31, 1995 and 1994, respectively. 8.Income Tax Status The Internal Revenue Service (IRS) has issued a determination letter that the Plan, as amended in 1994, constitutes a qualified plan under Section 401(a) of the Internal Revenue Code and that the Trust is exempt from Federal income taxes under the provisions of Section 501(a). 9.Plan Termination The Company intends to continue the plan indefinitely, but reserves the right at any time to terminate it by the adoption or execution of appropriate resolutions. Upon termination of the Plan, a participant's fund share shall become 100% vested and shall become payable in accordance with the "payment of benefits" article of the Plan. 10. Form 5500 The Form 5500 annual reports show benefits payable to terminated and in-service participants as a liability. This liability amounts to approximately $200,000 and $500,000 at December 31, 1995 and 1994, respectively, which includes amounts payable to in-service employees of approximately none and $20,000, respectively. These benefits payable to plan participants are disclosed as components of net assets available for benefits for terminated and continuing participants rather than as a liability of the Plan in these financial statements. COMARCO, INC. SAVINGS AND RETIREMENT PLAN Item 27a - Schedule of Assets Held for Investment Purposes As of December 31, 1995 Identity of issue, Description of investment borrower, lessor including maturity date, market Fair or similar party quote, and rate of interest Cost Value - ------------------ --------------------------------------------- --------- --------- SBS TRUST Short Term Investment Fund 167,835 167,835 CGCM Consulting Group Cap Mkts Fund 104,777 shares 817,596 892,703 of Long Term Bond Investments Fund CGCM Consulting Group Cap Mkts Fund 150,600 shares 1,368,150 1,652,079 of Large Cap Value Equity Investments Fund CGCM Consulting Group Cap Mkts Fund 91,456 shares 905,723 952,054 of International Equity Investments Fund CGCM Consulting Group Cap Mkts Fund 104,100 shares 1,093,073 1,275,228 of Large Cap Growth Equity Investments Fund CGCM Consulting Group Cap Mkts Fund 94,597 shares 1,364,805 1,489,906 of Small Cap Growth Equity Investments Fund CGCM Consulting Group Cap Mkts Fund 225,870 shares 1,896,318 1,989,918 of Stable Value Investments Fund COMARCO, Inc.* COMARCO, Inc. common stock 1,150,949 2,716,590 187,351 shares, quote 14.50 Integrity Life Integrity Life 193,074 193,074 Guaranteed Investment Contract, 5.15%, due 10/25/96 Pacific Corinthian Pacific Corinthian 135,831 135,831 Guaranteed Investment Contract, 5.14%, due 12/31/16 Pacific Corinthian Pacific Corinthian 423,515 423,515 Guaranteed Investment Contract, 5.14%, due 12/31/16 Pacific Corinthian Pacific Corinthian 99,261 99,261 Guaranteed Investment Contract, 5.14%, due 12/31/16 SBS TRUST Participant Loans 217,729 217,729 COMARCO, Inc. Various dates and rates of 9% to 10% --------- ---------- 9,833,859 12,205,723 ========= ========== *COMARCO, Inc. is a party in interest to the Plan. COMARCO, INC. SAVINGS AND RETIREMENT PLAN Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995 Cost of Asset Identity of Party Purchase Selling Cost of on Transaction Net Gain Involved Description of Asset Price Price Asset Date or (Loss) - ----------------------------------------------------------------------------------------------------------------------------- Purchases: Smith Barney Trust RDA Cash Reserve Account 12,323,321 --- 12,323,321 12,323,321 --- Smith Barney Trust CGCM Small Cap Growth Fund 1,602,913 --- 1,602,913 1,602,913 --- Smith Barney Trust CGCM Large Cap Growth Fund 1,294,172 --- 1,294,172 1,294,172 --- Smith Barney Trust CGCM Large Cap Value Fund 1,590,089 --- 1,590,089 1,590,089 --- Smith Barney Trust CGCM International Fund 1,072,012 --- 1,072,012 1,072,012 --- Smith Barney Trust CGCM Long Term Bond Fund 1,015,892 --- 1,015,892 1,015,892 --- Smith Barney Trust CGCM Stable Value Fund 3,115,146 --- 3,115,146 3,115,146 --- Sales: Bank of America The Phoenix Growth Series --- 1,225,145 1,350,700 1,225,145 (125,555) Bank of America SBS Trust GIC Income Fund 4 --- 3,003,548 2,904,478 3,003,548 99,070 Bank of America Vanguard/Wellesley Income Fund, Inc. --- 1,372,310 1,499,469 1,372,310 (127,159) Smith Barney Trust RDA Cash Reserve Account --- 12,162,496 12,162,496 12,162,496 --- Smith Barney Trust Pacific Corinthian GIC --- 596,000 596,000 596,000 --- Smith Barney Trust CGCM Stable Value Fund --- 1,268,863 1,218,828 1,268,863 50,035 Smith Barney Trust COMARCO Stock --- 1,227,220 649,175 1,227,220 578,045 This schedule of reportable transaction represents a series of transactions involving the same issue during the year ended December 31, 1995, which amounts in the aggregate to more than 5 percent ($558,000) of the fair value of total plan assets as of January 1, 1995.