SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the period ended October 1, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For a transition period from --------------- to ----------------
Commission file number 1-892
-----
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below.
TRAMCO, INC. PROFIT-FUNDED RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
The B.F.Goodrich Company
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368
REQUIRED INFORMATION
1. Audited Financial Statements for the Plan.
The Report of the Independent Auditors; Statements of Net Assets Available
for Plan Benefits as of October 1, 1997 and December 31, 1996; Statements of
Changes in Net Assets Available for Plan Benefits for the periods then
ended; and Supplemental Schedule are attached hereto.
2. Exhibit 23
Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Tramco,
Inc. Profit-Funded Retirement Savings Plan Committee has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
TRAMCO, INC.
PROFIT-FUNDED RETIREMENT SAVINGS PLAN
Date: March 30, 1998 /s/Theodore E. Laszlo, Jr.
---------------------------------------
Theodore E. Laszlo, Jr.
Assistant Secretary
The B.F.Goodrich Company,
parent of TRAMCO, INC.
Tramco, Inc. Profit-Funded Retirement Savings Plan
Audited Financial Statements
and Supplemental Schedule
October 1, 1997
Contents
--------
Report of Independent Auditors............................................. 1
Audited Financial Statements
- ----------------------------
Statements of Net Assets Available for Benefits With Fund Information...... 2
Statements of Changes in Net Assets Available for Benefits With
Fund Information....................................................... 3
Notes to Financial Statements.............................................. 5
Supplemental Schedule
- ---------------------
Form 5500, Item 27d--Schedule of Reportable Transactions.................. 12
Report of Independent Auditors
Plan Committee of the Tramco, Inc.
Profit-Funded Retirement Savings Plan
Everett, Washington
We have audited the accompanying statements of net assets available for benefits
with fund information of the Tramco, Inc. Profit-Funded Retirement Savings Plan
as of October 1, 1997 and December 31, 1996, and the related statements of
changes in net assets available for benefits with fund information for the
period ended October 1, 1997 and 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 benefits of the Tramco, Inc.
Profit-Funded Retirement Savings Plan at October 1, 1997 and December 31, 1996,
and the changes in its net assets available for benefits for the period ended
October 1, 1997 and year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of
reportable transactions for the period ended October 1, 1997 is 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 is not a required part of the financial statements. The Fund
Information in the statements of net assets available for benefits and the
statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund. The
supplemental schedule and Fund Information have been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
March 13, 1998 /s/ERNST & YOUNG LLP
1
Tramco, Inc. Profit-Funded Retirement Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
October 1, 1997 and December 31, 1996
December 31, 1996
----------------------------------------------------------------------------------------
October 1, Money Fixed
1997 Balanced BFGoodrich Market Income Equity Loan
Total Total Fund Stock Fund Fund Fund Fund Fund
--------------------------------------------------------------------------------------------------
Assets
- ------
Investments at fair value--
Notes A and D:
Common Stock of
The BFGoodrich Company $ - $ 2,853,063 $ - $2,853,063 $ - $ - $ - $ -
Common trust funds - 34,451,807 26,282,310 22 714,580 417,726 6,885,218 151,951
Loans to participants - 3,266,038 - - - - - 3,266,038
--------------------------------------------------------------------------------------------------
Total investments - 40,570,908 26,282,310 2,853,085 714,580 417,726 6,885,218 3,417,989
Receivables:
Participant contributions - 606,767 333,334 88,239 25,737 16,812 142,645 -
Employer contributions - 3,458,041 2,078,145 448,720 115,507 87,185 728,484 -
Dividends and interest - 98,323 64,431 19,298 1,066 2,348 10,953 227
Interfund - 1,570,236 - 1,570,236 - - - -
--------------------------------------------------------------------------------------------------
Total receivables - 5,733,367 2,475,910 2,126,493 142,310 106,345 882,082 227
--------------------------------------------------------------------------------------------------
Total assets - 46,304,275 28,758,220 4,979,578 856,890 524,071 7,767,300 3,418,216
Liabilities
- -----------
Interfund payable - 1,570,236 936,453 - 146,744 36,615 251,047 199,377
----------------------------------------------------------------------------------------------------
Net assets available
for benefits $ - $44,734,039 $27,821,767 $4,979,578 $710,146 $487,456 $7,516,253 $3,218,839
====================================================================================================
See notes to financial statements.
2
Tramco, Inc. Profit-Funded Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits With Fund Information
For the Period Ended October 1, 1997
Money Fixed
Balanced BFGoodrich Market Income Equity Loan
Fund Stock Fund Fund Fund Fund Fund Total
-----------------------------------------------------------------------------------------
Additions
- ---------
Investment income:
Net appreciation in fair value
of investments $ 6,099,688 $ 14,662 $ - $36,528 $2,242,709 $ - $ 8,393,587
Interest and dividends 39,363 105,697 31,043 1,989 13,749 222,918 414,759
-----------------------------------------------------------------------------------------
6,139,051 120,359 31,043 38,517 2,256,458 222,918 8,808,346
Contributions:
Participants 1,628,410 547,902 73,464 28,919 542,503 - 2,821,198
Tramco, Inc. - - - - - - -
-----------------------------------------------------------------------------------------
1,628,410 547,902 73,464 28,919 542,503 - 2,821,198
-----------------------------------------------------------------------------------------
Total additions 7,767,461 668,261 104,507 67,436 2,798,961 222,918 11,629,544
Deductions
- ----------
Distributions 5,003,555 405,301 105,555 78,149 1,082,545 175,807 6,850,912
Expenses 128,970 11,418 3,182 4,974 29,602 - 178,146
-----------------------------------------------------------------------------------------
Total deductions 5,132,525 416,719 108,737 83,123 1,112,147 175,807 7,029,058
-----------------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 2,634,936 251,542 (4,230) (15,687) 1,686,814 47,111 4,600,486
Interfund transfers--net (2,287,315) 67,392 (41,354) 46,582 1,368,844 845,851 -
-----------------------------------------------------------------------------------------
Net increase (decrease) 347,621 318,934 (45,584) 30,895 3,055,658 892,962 4,600,486
Net assets available for benefits
at beginning of period 27,821,767 4,979,578 710,146 487,456 7,516,253 3,218,839 44,734,039
Net assets transferred to The
BFGoodrich Company
Retirement Plus Savings Plan
Master Trust--Note B (28,169,388) (5,298,512) (664,562) (518,351) (10,571,911) (4,111,801) (49,334,525)
------------------------------------------------------------------------------------------
Net assets available for benefits
at end of period $ - $ - $ - $ - $ - $ - $ -
==========================================================================================
See notes to financial statements.
3
Tramco, Inc. Profit-Funded Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits With Fund Information
Year Ended December 31, 1996
Money Fixed
Balanced BFGoodrich Market Income Equity Loan
Fund Stock Fund Fund Fund Fund Fund Total
-----------------------------------------------------------------------------------------
Additions
- ---------
Investment income:
Net appreciation in fair value of
investments $ 4,678,482 $ 286,513 $ - $ 13,325 $1,351,501 $ - $ 6,329,821
Interest and dividends 16,060 65,884 39,951 702 5,531 242,810 370,938
-----------------------------------------------------------------------------------------
4,694,542 352,397 39,951 14,027 1,357,032 242,810 6,700,759
Contributions:
Participants 2,156,010 410,831 99,484 63,193 564,527 - 3,294,045
Tramco, Inc. 2,230,719 448,720 115,507 87,185 728,484 - 3,610,615
-----------------------------------------------------------------------------------------
4,386,729 859,551 214,991 150,378 1,293,011 - 6,904,660
-----------------------------------------------------------------------------------------
Total additions 9,081,271 1,211,948 254,942 164,405 2,650,043 242,810 13,605,419
Deductions
Distributions 2,296,089 268,829 107,124 72,865 804,613 298,103 3,847,623
Expenses 81,082 8,221 2,042 1,495 24,024 - 116,864
-----------------------------------------------------------------------------------------
Total deductions 2,377,171 277,050 109,166 74,360 828,637 298,103 3,964,487
-----------------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 6,704,100 934,898 145,776 90,045 1,821,406 (55,293) 9,640,932
Interfund transfers--net (2,614,759) 2,416,501 (215,733) (24,693) 79,100 359,584 -
-----------------------------------------------------------------------------------------
Net increase (decrease) 4,089,341 3,351,499 (69,957) 65,352 1,900,506 304,291 9,640,932
Net assets available for benefits
at beginning of year 23,732,426 1,628,179 780,103 422,104 5,615,747 2,914,548 35,093,107
-----------------------------------------------------------------------------------------
Net assets available for benefit
at end of year $27,821,767 $4,979,578 $710,146 $487,456 $7,516,253 $3,218,839 $44,734,039
=========================================================================================
See notes to financial statements.
4
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements
October 1, 1997
A. Significant Accounting Policies
-------------------------------
The accounting records of the Tramco, Inc. Profit-Funded Retirement Savings Plan
(the "Plan") are maintained on the accrual basis.
The Plan's investments are stated at fair value. Common stock of The BFGoodrich
Company is valued at the last reported sales price on the last business day of
the plan year. Investments in common trust funds represent the Plan's
proportionate share of the net assets of each fund. The assets held by the
common trust funds are valued at market prices obtained from recognized
automated pricing services, records of any exchange, standard financial
periodicals or any newspaper of general circulation, subject to approval by the
respective funds' trustees. In those instances where there are no readily
obtainable market values from any of the above named sources, investments are
valued on the basis of estimated values obtained from bankers, brokers, dealers
or other qualified appraisers. Loans to participants are valued at their
outstanding balance, which approximates fair value.
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.
B. Plan Merger
-----------
In December 1996, the Board of Directors of The BFGoodrich Company approved the
merger of the Plan into The BFGoodrich Company Retirement Plus Savings Plan
("RPSP Plan") and The BFGoodrich Company Retirement Plan Savings Plan for Wage
Employees ("Wage RPSP Plan").
The Plan was merged into the RPSP Plan and Wage RPSP Plan effective October 1,
1997. The assets of the Plan were transferred to The BFGoodrich Company
Retirement Plus Savings Plan Master Trust on October 1, 1997. No employer
contributions were permitted to the Plan during 1997.
5
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
C. Description of Plan
-------------------
The Plan is a contributory defined contribution plan covering substantially all
full-time employees of Tramco, Inc. (the "Company"). Both the Company and
participants contribute to the Plan. The participants may voluntarily contribute
up to 12% of their annual salary, and up to 80% of their group performance
bonus. Company contributions are made solely at the discretion of the Company's
management. Company elective contributions for the plan year, if any, consist of
a Company profit sharing contribution. Participants can elect to have their
entire share of the Company's contribution deposited into their plan account, or
they can elect to receive up to 45% of such contribution in cash, to a maximum
of $1,000. Company contributions deposited in participant accounts at the
discretion of plan participants are treated as employee-elected deferrals for
tax purposes. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
A separate account is established for each participant which is credited with
the participant's contributions, the Company's elective contributions and
investment income earned on the account balance. Forfeited balances of
terminated participants' non-vested accounts are allocated pro-rata, based on
compensation, to the accounts of remaining plan participants who are actively
employed on December 31 and had completed 1,000 hours of service during the
year.
Participants are immediately vested with respect to their own contributions plus
actual earnings thereon. Participants are vested in Company contributions plus
actual earnings at the following percentages based on years of service: 45%
immediately, 63% after three years, 82% after four years and 100% after five
years. Participants become fully vested upon normal retirement, death or
disability.
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in 5% increments into any of five investment options:
Money Market Fund--invests principally in short-term money market
instruments of high investment quality.
Fixed Income Fund--invests principally in investment grade bonds of
varying durations issued by the United States and state governments and
their agencies, and corporations.
6
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
C. Description of Plan--Continued
------------------------------
Equity Fund--invests principally in a broad range of common stocks issued
by corporations.
Balanced Fund--invests principally in a balanced mix of stocks and bonds,
determined in accordance with expected returns in the stock and bond
markets.
BFGoodrich Stock Fund--invests solely in the common stock of The
BFGoodrich Company.
Participants may change their investment options quarterly.
Participants may borrow against their vested account balances a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested
account balance as permitted under the Internal Revenue Code (IRC). Loans are
repaid with interest to the participants' accounts. Loan terms range from one to
five years or up to 30 years for the purchase of a primary residence. Loan
transactions are treated as transfers between the various investment fund and
the Loan Fund. Loans are secured by the balance in the participant's vested
account balance and bear interest at a rate commensurate with local prevailing
rates as determined by the plan administrator. Interest rates range from 6% to
10%. Principal and interest is paid ratably through payroll deductions.
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 a termination of the Plan, the account balances of all affected participants
shall become fully vested and nonforfeitable. Since this is an individual
account plan, the Pension Benefit Guaranty Corporation does not guarantee any
benefits.
On termination of service, a participant may receive the vested value of his or
her account through a single lump sum cash payment or, upon death, disability or
retirement, equal monthly annuity payments over an extended period of time.
The foregoing description of the Plan provides only general information.
Participants should refer to the plan document for a more complete description
of the Plan's provisions. A copy of this document is available upon request from
the Company's human resource department.
7
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
D. Investments
-----------
The Plan's investments are held in a trust administered by Mellon Bank (the
"Trustee"). During the period ended October 1, 1997 and year ended December 31,
1996, the Plan's investments (including investments bought, sold as well as held
during the year) appreciated in fair value by $8,393,587 and $6,329,821,
respectively, as follows:
Period Ended Year Ended
October 1, December 31,
1997 1996
-------------------------------
Common Stock of The BFGoodrich Company $ 14,662 $ 286,513
Common trust funds 8,378,925 6,043,308
-------------------------------
$ 8,393,587 $ 6,329,821
===============================
The fair value of individual investments at December 31, 1996 that represent 5%
or more of the Plan's net assets available for benefits are as follows:
Mellon Bank, N.A. EB Stock Fund
(167,526 units) $ 27,702,715
Mellon Bank, N.A. EB Intermediate
Bond Fund (97,779 units) 5,081,246
Common stock of The BFGoodrich
Company (70,446 shares) 2,853,063
Loans to participants 3,266,038
8
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
D. Investments--Continued
----------------------
Investments are stated at fair value in the Plan's statements of net assets
available for benefits. Cost information at December 31, 1996 is as follows:
Shares or
Units Held Cost
-------------------------------
Common stock of The BFGoodrich Company 70,446 shares $ 2,367,535
Mellon Bank, N.A. EB Temporary Investment Fund 1,264,237 units 1,264,237
Mellon Bank, N.A. EB Intermediate Bond Fund 97,779 units 5,037,394
Mellon Bank, N.A. EB Active Core Bond Fund 52,255 units 395,298
Mellon Bank, N.A. EB Stock Fund 167,526 units 18,731,766
Loans to participants -
-------------
Total investments at cost $ 27,796,230
=============
E. Differences Between Financial Statements and Form 5500
------------------------------------------------------
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 at December 31, 1996:
Net assets available for benefits per the
financial statements $ 44,734,039
Amounts allocated to withdrawn participants (1,463,025)
--------------
Net assets available for benefits
per the Form 5500 $ 43,271,014
==============
9
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
E. Differences Between Financial Statements and Form 5500--Continued
-----------------------------------------------------------------
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Period Ended
October 1,
1997
------------
Benefits paid to participants per the financial statements $ 6,850,912
Less: amounts allocated to withdrawn participants
at December 31, 1996 (1,463,025)
------------
Benefits paid to participants per the Form 5500 $ 5,387,887
============
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid.
F. Income Tax Status
-----------------
The Internal Revenue Service has ruled (September 16, 1996) that the Plan
qualifies under Sections 401(a) and 401(k) of the IRC and, therefore,
contributions and earnings received by the Trust are not subject to tax under
present income tax laws. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Committee of
the Tramco, Inc. Profit-Funded Retirement Savings Plan is not aware of any
course of action or series of events that have occurred, including plan
amendments made subsequent to the ruling date, that might adversely affect the
Plan's qualified status.
G. Transactions with Parties-in-Interest
-------------------------------------
Certain legal and accounting fees and certain administrative expenses relating
to the maintenance of participant eligibility records are paid by the Company.
Other than as described above or pursuant to a certain trust agreement (see Note
D), the Plan has had no agreements or transactions with parties-in-interest.
10
Tramco, Inc. Profit-Funded Retirement Savings Plan
Notes to Financial Statements--Continued
H. Number of Participants (Unaudited)
----------------------------------
The number of participants contributing to each of the Plan fund options at
December 31, 1996 are as follows:
Balanced Fund 1,971
BFGoodrich Stock Fund 1,122
Money Market Fund 424
Fixed Income Fund 394
Equity Fund 1,139
As a result of the plan merger, as described in Note B, no participants were
contributing to the Plan fund options at October 1, 1997. As of October 1, 1997,
participants were eligible to contribute to the fund options available to
participants in The BFGoodrich Company Retirement Plus Savings Plan and The
BFGoodrich Company Retirement Plus Savings Plan for Wage Employees, as
applicable.
11
Tramco, Inc. Profit-Funded Retirement Savings Plan
Employer Identification Number (EIN) 91-0989293
Plan Number 001
Form 5500, Item 27d--Schedule of Reportable Transactions
Period Ended October 1, 1997
Current Value
of Asset on
Identity of Party Description of Purchase Selling Cost of Transaction Net Gain
Involved Asset Price Price Asset Date or (Loss)
- ---------------------------------------------------------------------------------------------------------------------------------
Category (i)--Transactions within the period ended October 1, 1997 with respect
of any plan asset involving an amount in excess of 5% of the current value of
plan assets.
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Stock Fund $ 2,425,482 $ 2,425,482 $ 2,425,482
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Stock Fund $ 6,105,037 3,635,958 6,105,037 $ 2,469,079
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Stock Fund 6,650,011 3,817,091 6,650,011 2,832,920
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Stock Fund 12,706,714 6,965,402 12,706,714 5,741,312
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Stock Fund 9,558,334 5,587,975 9,558,334 3,970,359
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Temporary
Investment Fund 3,005,234 3,005,234 3,005,234
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Temporary
Investment Fund 28,890,996 28,890,996 28,890,996
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Temporary
Investment Fund 9,216,082 9,216,082 9,216,082
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Temporary
Investment Fund 28,166,127 28,166,127 28,166,127 -
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Temporary
Investment Fund 10,569,459 10,569,459 10,569,459 -
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Temporary
Investment Fund 3,039,500 3,039,500 3,039,500 -
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Intermediate Bond
Fund 6,214,992 6,214,992 6,214,992
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Intermediate Bond
Fund 6,659,978 6,659,978 6,659,978
Mellon Bank, N.A.* Mellon Bank, N.A. EB
Intermediate Bond
Fund 18,818,140 18,601,159 18,818,140 216,981
<FN>
* Indicates party-in-interest to the Plan
</FN>
12
Tramco, Inc. Profit-Funded Retirement Savings Plan
Employer Identification Number (EIN) 91-0989293
Plan Number 001
Form 5500, Item 27d--Schedule of Reportable Transactions - Continued
Current Value
of Asset on
Identity of Party Description of Purchase Selling Cost of Transaction Net Gain
Involved Asset Price Price Asset Date or (Loss)
- ----------------------------------------------------------------------------------------------------------------------
Category (iii)--Series of transactions within the period ended October 1, 1997
involving securities of the same issue if, when aggregated, involved an
amount in excess of 5% of the current value of plan assets.
Common stock of 23 purchases $ 2,864,598 $ 2,864,598 $ 2,864,598
The BFGoodrich Company* 16 sales $ 5,285,983 5,232,133 5,285,983 $ 53,850
Mellon Bank, N.A. EB 7 purchases 14,040,843 14,040,843 14,040,843
Intermediate Bond Fund* 5 sales 19,291,222 19,078,237 19,291,222 212,985
Mellon Bank, N.A. EB 9 purchases 3,813,870 3,813,870 3,813,870
Stock Fund* 17 sales 38,883,338 22,545,637 38,883,338 16,337,702
Mellon Bank, N.A. EB 311 purchases 51,771,948 51,771,948 51,771,948
Temporary Investment Fund 244 sales 53,036,185 53,036,185 53,036,185 -
<FN>
* Indicates party-in-interest to the Plan
</FN>
There were no category (ii) or (iv) reportable transactions
during the period ended October 1, 1997.
13