Securities and Exchange Commission
Washington, D.C. 20549
FORM 11-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
-----------------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file no. 1-4651
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A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Echlin Incentive and Savings Investment Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Echlin Inc.
100 Double Beach Road
Branford, Connecticut 06405
1
Echlin Incentive and Savings Investment Plan
Index
December 31, 1996
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Page
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I REQUIRED INFORMATION:
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . 4
Statements of Financial Condition . . . . . . . . . . . . . . . . . . . . 5-7
Statements of Income and Changes in Participants' Equity. . . . . . . . .8-10
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . 11-17
Schedule A - Schedule of Reportable Transactions. . . . . . . . . . . . . .18
II SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
III EXHIBIT A - Consent of Independent Accountants. . . . . . . . . . . . . . .20
2
Echlin Incentive and Savings Investment Plan
Financial Statements
December 31, 1996
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3
PRICE WATERHOUSE LLP [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator of the
Echlin Incentive and Savings Investment Plan
In our opinion, the accompanying statements of financial
condition and the related statements of income and changes in
participants' equity present fairly, in all material respects,
the net assets of Echlin Incentive and Savings Investment Plan at
December 31, 1996 and 1995, and the changes in net assets for the
years then ended, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the plan's administrator; our responsibility is
to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
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, assessing the accounting principles used
and significant estimates made by the plan's administrator, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in Schedule A is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by ERISA. The Fund Information in the statements of financial
condition and the statements of income and changes in
participants' equity 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 benefits of each
fund. Schedule A and the 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.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Stamford, Connecticut
June 13, 1997
4
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION (Page 1 of 2)
December 31, 1996
(000's omitted) Echlin Putnam Putnam Putnam Putnam Dodge
Stock Voyager Investors Daily Dividend New & Cox
Fund Equity Fund Fund Fund Opportunities Balanced
---------- ----------- -------- -------- -------- --------
ASSETS
Investments, at fair
value:
Mutual funds $ - $23,381 $ - $ - $13,880 $ 4,103
Stable value fund - - - - - -
Echlin Inc. common
stock 26,495 - - - - -
------- ------- ------ ------- ------- -----
Total investments 26,495 23,381 - - 13,880 4,103
------- ------- ------ ------- ------- -----
Receivables:
Employee contributions 114 167 - - 355 87
Employee loans - - - - - -
Echlin Inc.-employee
loan repayments - - - - - -
------- ------- ------ ------- ------- ------
Total receivables 114 167 - - 355 87
------- ------- ------ ------- ------- ------
Total assets 26,609 23,548 - - 14,235 4,190
------- ------- ------ ------- ------- ------
LIABILITIES
Employee withdrawals
payable 128 86 - - 107 5
------- ------- ------ ------- ------- -----
Total liabilities 128 86 - - 107 5
------- ------- ------ ------- ------- ------
Net assets representing
participants' equity $26,481 $23,462 $ - $ - $14,128 $4,185
======= ======= ====== ======= ======= ======
See notes to financial statements.
5
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION (Page 2 of 2)
December 31, 1996
(000's omitted) Vanguard AIM Templeton Stable Employee
Index Constellation Foreign Value Loan
Trust 500 Fund Equity Fund Fund Total
---------- ---------- -------- -------- -------- --------
ASSETS
Investments, at fair
value:
Mutual funds $4,881 $ 8,284 $2,781 $ - $ - $57,310
Stable value fund - - - 40,023 - 40,023
Echlin Inc. common
stock - - - - - 26,495
------ ------- ------ ------- ------- --------
Total investments 4,881 8,284 2,781 40,023 - 123,828
------ ------- ------ ------- ------- --------
Receivables:
Employee contributions 118 160 59 209 - 1,269
Employee loans - - - - 7,884 7,884
Echlin Inc.-employee
loan repayments - - - - 295 295
------ ------- ------ ------- ------- --------
Total receivables 118 160 59 209 8,179 9,448
------ ------- ------ ------- ------- --------
Total assets 4,999 8,444 2,840 40,232 8,179 133,276
------ ------- ------ ------- ------- --------
LIABILITIES
Employee withdrawals
payable 72 84 4 298 - 784
------ ------- ------ ------- ------- --------
Total liabilities 72 84 4 298 - 784
------ ------- ------ ------- ------- --------
Net assets representing
participants' equity $4,927 $ 8,360 $2,836 $39,934 $ 8,179 $132,492
====== ======= ====== ======= ======= ========
See notes to financial statements.
6
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
December 31, 1995
(000's omitted) Echlin Putnam Putnam Daily Stable
Stock Voyager Investors Dividend Value Employee
Fund Equity Fund Fund Fund Fund Loans Total
---------- ---------- -------- -------- -------- -------- -------
ASSETS
Investments, at fair
value:
Mutual funds $ - $24,944 $11,642 $2,832 $ - $ - $39,418
Stable value fund - - - - 37,108 - 37,108
Echlin Inc. common
stock 30,952 - - - - - 30,952
------- ------- ------ ------- ------- ------ --------
Total investments 30,952 24,944 11,642 2,832 37,108 - 107,478
------- ------- ------ ------- ------- ------ --------
Receivables:
Employee contributions 207 336 189 41 380 - 1,153
Employer incentive
match contribution 633 - - - - - 633
Employee loans - - - - - 5,452 5,4525,452
Echlin Inc.-employee
loan repayments - - - - - 220 220
------- ------- ------ ------- ------- ------ --------
Total receivables 840 336 189 41 380 5,672 7,458
------- ------- ------ ------- ------- ------ --------
Total assets 31,792 25,280 11,831 2,873 37,488 5,672 114,936
------- ------- ------ ------- ------- ------ --------
LIABILITIES
Employee withdrawals
payable 80 55 30 4 83 - 252
------- ------- ------ ------- ------- ------ --------
Total liabilities 80 55 30 4 83 - 252
------- ------- ------ ------- ------- ------ --------
Net assets representing
participants'
equity $31,712 $25,225 $11,801 $2,869 $37,405 $5,672 $114,684
======= ======= ====== ======= ====== ======== ========
See notes to financial statements.
7
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY (Page 1 of 2)
For the Year Ended December 31, 1996
(000's omitted) Echlin Putnam Putnam Putnam Putnam Dodge
Stock Voyager Investors Daily Dividend New & Cox
Fund Equity Fund Fund Fund Opportunities Balanced
---------- ----------- -------- -------- -------- --------
Investment income:
Net unrealized (depreciation)
appreciation in fair
value of investments $(5,467) $(1,169) $ (525) $ - $ 791 $ 303
Net realized gains
on sales of investments 1,434 2,294 566 - 41 7
Interest and dividends 715 1,481 - - 105 167
------- ------- ------ ------- ------- -------
Total investment
(loss) income (3,318) 2,606 41 - 937 477
Employee contributions 1,321 1,943 - - 691 92
Employer incentive
match contribution 972 - - - - -
Interest on employee loans - - - - - -
Transfer of participant
account balances 302 537 - - 1,057 463
------- ------- ------ ------- ------- -------
Total additions (723) 5,086 41 - 2,685 1,032
------- ------- ------ ------- ------- -------
Employee withdrawals (1,784) (960) - - (314) (62)
------- ------- ------ ------- ------- -------
Net transfers between funds (2,724) (5,889) (11,842) (2,869) 11,757 3,215
------- ------- ------ ------- ------- -------
Net (decrease) increase
in assets (5,231) (1,763) (11,801) (2,869) 14,128 4,185
Net assets at beginning
of year 31,712 25,225 11,801 2,869 - -
------- ------- ------ ------- ------- ------
Net assets at end of year $26,481 $23,462 $ - $ - $14,128 $4,185
======= ======= ====== ======= ======= ======
See notes to financial statements.
8
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY (Page 2 of 2)
For the Year Ended December 31, 1996
(000's omitted) Vanguard AIM Templeton Stable Employee
Index Constellation Foreign Value Loan
Trust 500 Fund Equity Fund Fund Total
---------- ---------- -------- -------- -------- --------
Investment income:
Net unrealized (depreciation)
appreciation in fair
value of investments $ 642 $ 688 $ 204 $ - $ - $ (4,533)
Net realized gains
on sales of investments 12 25 4 - - 4,383
Interest and dividends 97 272 114 2,692 - 5,643
------- ------- ------ ------- ------- --------
Total investment
(loss) income 751 985 322 2,692 - 5,493
Employee contributions 208 445 107 8,315 - 13,122
Employer incentive
match contribution - - - - - 972
Interest on employee loans - - - - 538 538
Transfer of participant
account balances 471 716 275 926 184 4,931
------- ------- ------ ------- ------- --------
Total additions 1,430 2,146 704 11,933 722 25,056
------- ------- ------ ------- ------- --------
Employee withdrawals (155) (204) (55) (3,714) - (7,248)
------- ------- ------ ------- ------- --------
Net transfers between funds 3,652 6,418 2,187 (5,690) 1,785 -
------- ------- ------ ------- ------- --------
Net (decrease) increase
in assets 4,927 8,360 2,836 2,529 2,507 17,808
Net assets at beginning
of year - - - 37,405 5,672 114,684
------- ------- ------ ------- ------- --------
Net assets at end of year $ 4,927 $ 8,360 $2,836 $39,934 $ 8,179 $132,492
======= ======= ====== ======= ======= ========
See notes to financial statements.
9
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended December 31, 1995
(000's omitted) Echlin Putnam Putnam Daily Stable
Stock Voyager Investors Dividend Value Employee
Fund Equity Fund Fund Fund Fund Loans Total
---------- ---------- -------- -------- -------- -------- -------
Investment income:
Net unrealized appreciation
in fair value of
investments $4,077 $5,148 $1,532 $ - $ - $ - $10,757
Net realized gains on
sales of investments 762 346 16 - - - 1,124
Interest and dividends 655 1,333 1,434 145 2,489 - 6,056
------- ------- ------- ------- ------- ------- --------
Total investment
income 5,494 6,827 2,982 145 2,489 - 17,937
Employee contributions 1,797 2,777 1,492 418 4,009 - 10,493
Employer incentive
match contribution 2,133 - - - - - 2,133
Interest on employee loans - - - - - 408 408
------- ------- ------- ------- ------- ------ --------
Total additions 9,424 9,604 4,474 563 6,498 408 30,971
------- ------- ------- ------- ------- ------ --------
Employee withdrawals (1,837) (721) (320) (204) (2,864) - (5,946)
------- ------- ------- ------- ------- ------ --------
Net transfers between funds 54 179 46 (154) (824) 699 -
------- ------- ------- ------- ------- ------ --------
Net increase in assets 7,641 9,062 4,200 205 2,810 1,107 25,025
Net assets at
beginning of year 24,071 16,163 7,601 2,664 34,595 4,565 89,659
------- ------- ------- ------- ------- ------ --------
Net assets at end of year $31,712 $25,225 $11,801 $2,869 $37,405 $5,672 $114,684
======= ======= ====== ======= ======= ====== =======
See notes to financial statements.
10
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Echlin Incentive and Savings
Investment Plan ("Plan") have been prepared on the accrual basis
of accounting.
Investments are stated at their fair market value. The fair
market value of the Putnam Voyager Equity, Putnam New
Opportunities, Dodge & Cox Balanced Fund, Vanguard Index Trust
500, AIM Constellation, and Templeton Foreign Equity mutual funds
are based on each fund's net asset value on the last business day
of the plan year. The Stable Value Fund represents investments
in pooled fixed income funds plus interest earned. The Echlin
Stock Fund is valued at the average of the high and low price for
Echlin Inc. ("Company") common stock price on the New York Stock
Exchange on the last trading day of the plan year.
Realized gains and losses on sales of investments are determined
using the average cost method.
NOTE B -- DESCRIPTION OF THE PLAN
The Plan was established on March 1, 1984 to enable employees to
defer a portion of their compensation on a pre-tax basis, thereby
deferring federal income tax in the year in which the deferrals
are made and providing savings to supplement retirement income to
the employee. The Plan provides for an establishment of a Trust.
Putnam Fiduciary Trust Company serves as "Trustee" for the Plan
and as custodian of the investments.
11
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED)
Each employee who is in a covered class of employees within a
participating division, has attained age 21 and has one year of
service is eligible to participate in the Plan. An employee may
elect to have 1 to 15 percent of his or her compensation, as
defined in the Plan document, up to the 1996 maximum elective
deferral amount of $9,500 as determined under Section 402(g) of
the Internal Revenue Code, contributed to their account.
Contributions for some participants may be further limited as a
result of other Internal Revenue Code requirements.
If at the end of its fiscal year the Company has consolidated net
income for the current year or accumulated consolidated net
income from prior years, the Company will match all or a portion
of each eligible participant's contributions for the plan year
that are based on the first 6 percent of the participant's
compensation ("basic contribution"). The Company's minimum
matching contribution will be based on its return on assets, as
defined in the Plan, and will range from 1 percent of an
employee's basic contribution (if the return on assets is 6.1
percent) to 100 percent of the basic contribution (if the return
on assets is 16 percent or more). Matching contributions made by
the Company will be invested solely in common stock of the
Company.
Participants' accounts are fully vested at all times to the
extent of employee contributions. An active participant upon
retirement, disability, as defined in the Plan, or death will be
fully vested in the value of the Company's incentive matching
contributions credited to his or her account regardless of his or
her years of continuous service. A participant with less than 5
years of continuous service will be vested in the Company's
incentive matching contributions credited to his or her account
on the last day of the third plan year following the plan year
for which the match was made. Once a participant has 5 or more
years of continuous service with the Company, the entire balance
of matching contributions credited to the participant's account
and each such contribution made to his or her account thereafter
is immediately 100 percent vested.
12
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED)
Loans to participants and loan repayments are presented as "Net
transfers between funds" in the Employee Loan Fund. Participants
may borrow from their account balance in the Plan with the loan
being repaid through payroll deductions. The interest rate,
which is fixed for the term of the loan, is based upon the
average interest rate for secured personal loans for the
following three banks: First National Bank of Chicago, Fleet
National Bank, and Trust Company of Georgia, rounded to the
nearest half percent at the time the loan is taken out. In
addition, a participant may withdraw vested funds from his or her
account if it is demonstrated that a hardship, as defined under
the Internal Revenue Code, exists.
Effective January 1, 1996 the Plan increased the number of
investment options to eight investment funds. The eight funds
are: The Echlin Stock Fund (invested in Echlin Inc. common
stock), a Stable Value Fund (invested in pooled fixed income
contracts), the Dodge & Cox Balanced Fund (a mutual fund), the S
& P 500 Index Equity Fund (invested in the Vanguard Index Trust -
500 Portfolio mutual fund), the AIM Constellation Equity Fund
(invested in the AIM Constellation Mutual Fund), the Putnam New
Opportunities Equity Fund (invested in the Putnam New
Opportunities, Class A mutual fund), the Putnam Voyager Equity
Fund (invested in the Putnam Voyager Fund, Class A mutual fund)
and the Templeton Foreign Equity Fund (invested in the Templeton
Foreign Equity Mutual Fund).
During 1995 the Plan consisted of five investment funds. The
five funds were: Stable Value Fund (invested in GIC's as
selected by the Benefits Committee), Putnam Voyager Equity Mutual
Fund, Putnam Investors Mutual Fund and Putnam Daily Dividend
Mutual Fund.
An employee may choose to invest his or her contribution in any
or all of the foregoing funds. On a monthly basis an employee
may amend future investment allocations and amend past investment
allocations. As of December 31, 1996 there were 12,286
13
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED)
participants in the Plan. Information pertaining to the earnings
objectives and performance results for these funds can be
requested from the Company's Human Resource department. In
addition, participants are provided with quarterly statements
summarizing activity in their accounts.
The Employee Benefits Committee ("Plan Administrator") is
responsible for the administration of the Plan. Liability of the
Company for acts or omissions of any member of the Committee will
be limited to amounts not covered by insurance and not payable by
the trust under applicable law.
The Company may, by action of its Board of Directors, amend or
terminate the Plan without shareholder approval at any time. The
Committee may also amend the Plan if necessary for tax
qualification or legal compliance, to carry out its duties under
the Plan. In the event of termination of the Plan, assets will
be distributed in accordance with the terms of the Plan. Fees
and expenses incurred by the Plan Administrator and the Trustee
in connection with the operation of the Plan will be paid from
the Plan, if not paid by the Company.
NOTE C -- INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan, as amended
through January 1, 1994, qualifies under Section 401(a) of the
Internal Revenue Code of 1986 and therefore the related plan
trust is not subject to tax under present tax laws.
NOTE D -- TRANSFER OF PARTICIPANT ACCOUNT BALANCES
During December 1995, the Company acquired Handy & Harman's
Automotive Segment. These employees were able to rollover their
participant balances from the former Handy & Harman plan into the
Plan in 1996.
14
NOTE E -- ASSETS HELD FOR INVESTMENT
Assets held for investment at December 31, 1996 and 1995 consist of
the following:
December 31, 1996 Fair
- ----------------- Shares Market
(000's omitted) or Units Value Cost
-------- ------- --------
Mutual Funds:
Putnam New Opportunities 342 $ 13,880 $13,089
Putnam Voyager Equity 1,450 23,381 16,900
Dodge & Cox Balanced 69 4,103 3,800
Vanguard Index Trust 500 71 4,881 4,239
AIM Constellation 328 8,284 7,595
Templeton Foreign Equity 268 2,781 2,578
-------- -------
57,310 48,201
-------- -------
Stable Value Fund:
Allstate Life Insurance
Company 5,286 5,286 5,286
Massachusetts Mutual Life
Insurance Company 5,504 5,504 5,504
John Hancock Mutual Life
Insurance 6,679 6,679 6,679
Prudential Insurance Co.
of America 3,455 3,455 3,455
Principal Mutual Life
Insurance Company 5,911 5,911 5,911
New York Life
Insurance Company 5,760 5,760 5,760
INVESCO Stable Value Fund 7,428 7,428 7,428
-------- -------
40,023 40,023
-------- -------
Echlin Stock Fund:
Echlin Inc. Common Stock 838 26,495 19,063
-------- --------
$123,828 $107,287
======== ========
15
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE E -- ASSETS HELD FOR INVESTMENT (CONTINUED)
December 31, 1995 Fair
- ----------------- Shares Market
(000's omitted) or Units Value Cost
-------- ------- --------
Mutual Funds:
Putnam Money Market 2,832 $ 2,832 $ 2,832
Putnam Investors 1,352 11,642 11,117
Putnam Voyager 1,636 24,944 17,293
-------- -------
39,418 31,242
-------- -------
Stable Value Fund:
Allstate Life Insurance
Company 8,084 8,084 8,084
Massachusetts Mutual Life
Insurance Company 5,122 5,122 5,122
John Hancock Mutual Life
Insurance 9,348 9,348 9,348
Prudential Insurance Co.
of America 4,665 4,665 4,665
Principal Mutual Life
Insurance Company 5,590 5,590 5,590
New York Life
Insurance Company 4,299 4,299 4,299
-------- -------
37,108 37,108
-------- -------
Echlin Stock Fund:
Echlin Inc. Common Stock 851 30,952 18,053
-------- -------
$107,478 $86,403
======== =======
16
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE E -- ASSETS HELD FOR INVESTMENT (CONTINUED)
The following information relates to the Plan's Stable Value Fund as
of December 31, 1996:
Interest Rate Maturity Date
-------------- -------------
Allstate Life Insurance
Company 9.00% 1996
Massachusetts Mutual
Life Insurance Company 7.45% 1997
John Hancock Mutual Life
Insurance 6.62% 1997
Prudential Insurance Co.
of America 5.79% 1998
Principal Mutual Life
Insurance Company 5.75% 1998
New York Life
Insurance Company 8.17% 1999
Putnam Short Term
Investment Fund 5.50% Not Applicable
INVESCO Stable Value Fund 6.12% Not Applicable
17
Schedule A
----------
ECHLIN INCENTIVE AND SAVINGS INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1996
(000's omitted)
Average Sales Realized
Purchases Cost Proceeds Gain
--------- -------- -------- --------
Putnam Investor - $11,117 $(11,683) $566
Putnam New
Opportunities $13,549 $461 $(502) $41
AIM Constellation $7,854 $259 $(283) $24
INVESCO Stable Value $11,718 - $(4,291) -
18
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator of the Echlin Incentive and Savings
Investment Plan has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
Echlin Incentive and Savings
Investment Plan
Date: June 23, 1997 /s/ Joseph A. Onorato
---------------------------------
Joseph A. Onorato
Vice President and
Chief Financial Officer
19
Exhibit A
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 2-92426 and 33-15814)
of our report dated June 13, 1997 appearing on page 4 of the
Annual Report of the Echlin Incentive and Savings Investment Plan
on Form 11-K for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Stamford, Connecticut
June 23, 1997
20