UNITED STATES
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
For the Fiscal Year Ended December 31, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ________ to _________
Commission File Number 1-8368
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SAFETY-KLEEN CORP. 401(k) SAVINGS PLAN
1301 GERVAIS STREET, SUITE 300
COLUMBIA, SC 29201
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SAFETY-KLEEN CORP.
1301 GERVAIS STREET, SUITE 300
COLUMBIA, SC 29201
REQURIED INFORMATION
Safety-Kleen Corp. 401(k) Savings Plan (the "Plan") is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"). Therefore in accordance with
Item 4, in lieu of the requirements of Item 1-3 of Form 11-K, the financial
statements and schedules of the Plan for the two fiscal years ended December 31,
2001 and 2000, which have been prepared in accordance with the financial
reporting requirements of ERISA, are attached hereto as Appendix I and
incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
By: Safety-Kleen Corp. 401(k) Savings Plan
Plan Sponsor
/s/ Larry W. Singleton
- ---------------------------------
Larry W. Singleton
CFO and Treasurer, Safety-Kleen Services, Inc. June 28, 2002
EXHIBITS
23(a) Consent of James M. Holloway
Appendix I
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Financial Statements and Supplemental Schedules
December 31, 2001 and 2000
Employer Identification Number 75-2178928, Plan Number 001
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Employer Identification Number 75-2178928, Plan Number 001
Index to the Financial Statements and Schedules
Page
Report of Independent Accountants..............................................2
Financial Statements:
Statements of Net Assets Available for Plan Benefits......................3
Statements of Changes in Net Assets Available for Plan Benefits...........4
Notes to Financial Statements..........................................5-10
Supplemental Schedules:
Supplemental Schedule I: Schedule H - Schedule of Assets Held for
Investment Purposes as of December 31, 2001
Supplemental Schedule II: Supplemental Schedule II: Schedule H: Schedule
of Assets Held for Personal Choice Retirement Accounts Investments
as of December 31, 2001
1
JAMES M. HOLLOWAY, JR.
1420 Henderson Street
Post Office Box 342 (29202)
Columbia, South Carolina 29201
Telephone (803) 799-1890 SEC Practice Section of the American Institute
Facsimile (803) 799-1891 of Certified Public Accountants
E-Mail: jimholl@aol.com SC Association of Certified Public Accountants
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Safety-Kleen Services, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the Safety-Kleen Corp. 401(k) Savings Plan (the "Plan") as of
December 31, 2001 and 2000, and the related statement of changes in net assets
available for plan benefits for the years then ended. 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 auditing standards generally accepted
in the United States of America. 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, 2001 and 2000, and the changes in net assets available for plan
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed 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, together referred to as
supplemental information are presented for the purpose of additional analysis,
and are not a required part of the 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 and Security Act
of 1974. The supplemental information is the responsibility of the Plan's
management. The supplemental information has been subjected to the auditing
procedures applied in 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.
Columbia, South Carolina
June 17, 2002 /s/ James M. Holloway, Jr., CPA
2
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
Employer Identification Number 75-2178928, Plan Number 001
As of December 31, 2001 and 2000
2001 2000
------------- -------------
Investments $ 200,694,989 $ 206,024,154
Receivables:
Employer contributions 348,944 436,884
Employee contributions 641,649 796,109
Accrued investment income 82,651 -
Principal repayments on participant loans 128,754 78,783
------------- -------------
Net assets available for plan benefits $ 201,896,987 $ 207,335,930
============= =============
The accompanying notes are an integral part of the financial statements
3
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Statements of Changes in Net Assets Available
for Plan Benefits
Employer Identification Number 75-2178928, Plan Number 001
for the years ended December 31, 2001 and 2000
2001 2000
-------------- -------------
Additions:
Investment income (loss):
Interest and dividends $ 787,773 $ 993,869
Net appreciation (depreciation) in fair
value of investments (8,753,659) (5,579,057)
-------------- -------------
Total investment income (loss) (7,965,886) (4,585,188)
Employer contributions 10,142,065 11,356,337
Employee contributions 19,225,411 21,935,688
Qualified plan transfers, net (1,612,578) 6,932,587
-------------- -------------
Total additions 19,789,012 35,639,424
-------------- -------------
Deductions:
Participant benefits 25,147,745 35,416,991
Other expenses (income), net 80,210 118,869
-------------- -------------
Total deductions 25,227,955 35,535,860
-------------- -------------
Net increase (decrease) (5,438,943) 103,564
Net assets available for plan benefits:
Beginning of year 207,335,930 207,232,366
-------------- -------------
End of year $ 201,896,987 $ 207,335,930
============== =============
The accompanying notes are an integral part of these financial statements
4
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Notes to Financial Statements
NOTE 1. PLAN DESCRIPTION:
The following description of the Plan provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions. Effective September 1, 1990, the Laidlaw
Environmental Services, Inc. 401(k) Savings Plan (the "Plan") was adopted for
the benefit of the employees of Laidlaw Environmental Services, Inc., and its
subsidiaries. In July 1997, the Rollins Environmental Services, Inc. Savings and
Investment Plan was merged into the Plan. In October 1998, the Safety-Kleen
Corp. Savings and Investment Plan was merged into the Plan and the Plan was
renamed the Safety-Kleen Corp. 401(k) Savings Plan. On August 1, 1999, the Plan
was amended and restated to incorporate all amendments to the Plan since 1993.
Safety-Kleen Services, Inc., (the "Sponsor") is a wholly owned subsidiary of
Safety-Kleen Corp. (the "Company"). Laidlaw Inc. is a principal shareholder of
the Company. Transfers are included in qualified plan transfers, net in the
statements of changes in net assets available for plan benefits.
GENERAL - The Plan is a defined contribution plan covering substantially all
employees. The Plan is subject to the provisions of the Employee Retirement
Income Security Act (ERISA).
CONTRIBUTIONS - The Plan provides for participant contributions on a pretax
compensation reduction basis. An employee who has completed one year of
qualified service may elect to defer receipt of compensation, in one percent
increments to a maximum of 15% and subject to the maximum permitted by the
Internal Revenue Code, and contribute that amount to the Plan for the period.
Under the Plan, the Company may make discretionary contributions and matching
employer contributions. For the year ended December 31, 2001 and 2000, the
Company made no discretionary contributions. At December 31, 2001 and 2000, the
employer matching contribution rate was $.75 for each $1.00 of employee pre-tax
deferral up to 6% of eligible compensation, as defined.
VESTING - At all times, participants are one hundred percent vested in the value
of their account attributable to employee-deferred amounts and discretionary
contributions. At the completion of three years of service, the participant
becomes one hundred percent vested in the employer's matching contributions.
Participants in certain of the merged qualified plans vest in the employer's
matching contributions related to those plans in accordance with schedules
outlined in the plan document. A participant who terminates prior to vesting
forfeits the balance in his employer matching contribution account. Forfeitures
are allocated to the remaining participants based on the ratio the participant's
individual inception-to-date employer matching contribution bears to the total
of such amounts for all participants.
5
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Notes to Financial Statements (continued)
NOTE 1. PLAN DESCRIPTION (CONTINUED):
PAYMENT OF BENEFITS - Upon termination, retirement, disability, death, approved
financial hardship, or dissolution of the Plan, unmarried participants will
normally receive a single lump-sum distribution. Married participants and
surviving spouses of deceased participants will normally receive a qualified
annuity.
PARTICIPANT LOANS - Participants may obtain loans from the Plan provided the
loan is at least $1,000 and not more than the greater of fifty percent of the
participant's vested account balance or $50,000. Loans are repaid in one to five
years through payroll deductions. The interest rate is established monthly at
the published prime interest rate plus one percent, and, is fixed over the life
of the loan. Fees charged for participant loans include a $50 origination fee
and a $6 maintenance fee charged quarterly for the life of the loan.
CONTRIBUTIONS - Contributions received by the Plan are deposited with the asset
custodian, First Trust Corporation. Personal Choice Retirement Account (PCRA)
plan assets are in the custody of Schwab Institutional, a brokerage firm.
Wachovia Bank, N.A., is the named Trustee.
VALUATION - The Plan's accounts are valued daily. Investment income and gain or
loss on investments is allocated daily. Investment income and gain or loss on
investments attributable to employee accounts is allocated based on the relative
values of the participants' employee accounts as of the beginning of the
valuation period plus fifty percent of the participants' salary reduction
contribution less distributions received. Investment income and gain or loss on
investments attributable to employer accounts is allocated based on the relative
values of the participants' employer accounts as of the beginning of the
valuation period less any distributions received and forfeitures allocated.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING - The financial statements have been prepared on the accrual
basis and in conformity with generally accepted accounting principles. Benefit
distributions are recorded when paid.
INVESTMENT VALUATION - Mutual fund and common stock investments held by the
asset custodian are valued at fair value as determined by the asset custodian,
based on quoted market prices. PCRA investments are valued at fair value as
determined by Schwab Institutional based on quoted market prices. Participant
loans are reported at cost.
6
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Notes to Financial Statements (continued)
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS - The statements of
changes in net assets available for plan benefits include the net appreciation
(depreciation) in the fair value of the Plan's investments which consist of the
realized gains and losses and the unrealized appreciation (depreciation) on
investments.
RISKS AND UNCERTAINTIES - The Plan provides for various mutual fund investment
options in stock, bonds, fixed income securities, and individually selected
common stock. Investments are exposed to various risks, such as interest rate,
market and credit risk. Due to the level of risk associated with each investment
opportunity and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in the
risks in the near term could materially affect participant account balances and
the amounts reported in the statements of net assets available for plan benefits
and the statements of changes in net assets available for plan benefits.
USE OF ESTIMATES - The preparation of the Plan's financial statements in
conformity with generally accepted accounting principles requires that the Plan
administrator make estimates and use assumptions that affect certain reported
amounts and disclosures. Actual results may differ from those estimates.
RECLASSIFICATIONS - Certain amounts in the 2000 financial statements have been
reclassified to conform to the 2001 presentation.
NOTE 3. PLAN AMENDMENTS:
On August 1, 1999, the Plan was amended and completely restated to incorporate
all Plan amendments adopted after the Plan's 1993 restatement and to make
certain other amendments to the Plan deemed appropriate or required by law. The
Plan is intended to qualify under Section 401(a) of the Internal Revenue Code,
as amended, and regulations there under, as a qualified defined contribution
plan and includes an arrangement intended to be a qualified cash or deferred
arrangement under Code section 401(k). An employee stock ownership portion of
the Plan, which was designed to invest primarily in qualifying employer
securities and terminated in 1996 pursuant to Amendment #4 to the Plan, remained
terminated in the 1999 restatement.
NOTE 4. DATA CERTIFIED BY CUSTODIAN:
The financial information pertaining to Plan investments and the related
investment income disclosed in the accompanying financial statements and
supplemental schedules was supplied and certified as complete and accurate to
the best of the knowledge and belief of the Custodian, First Trust Corporation,
as of December 31, 2001 and 2000.
7
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Notes to Financial Statements (continued)
NOTE 5. INVESTMENTS:
At December 31, 2001 and 2000 investments consist of:
2001 2000
------------- -------------
Common stocks:
Safety Kleen Corp., common stock * $ 144,720 $ 94,548
Laidlaw, Inc., common stock * 15,650 16,408
Mutual funds:
AIM Balanced Fund Class A 6,349,511 6,956,473
Alliance Premier Growth Class A 15,884,788 20,731,199
American Funds Washington Mutual Investors
Fund. Inc. 16,954,956 16,301,865
Bond Fund of America 33,971,332 30,846,039
Dreyfus Emerging Leaders Fund 14,295,190 15,487,983
Dreyfus Premier Balanced Fund 8,670,675 9,120,200
Franklin Balanced Sheet Investment Fund 15,492,664 12,718,268
Morley Capital Stable Value Fund 5,471,123 -
Mutual Beacon Fund Inc. "Z" 14,190,904 13,210,495
Mutual Discovery Fund "Z" 12,069,794 11,979,178
Oppenheimer Capital Appreciation Fund 18,702,390 21,748,327
Oppenheimer Global Fund A 14,168,833 16,189,527
Wachovia Equity Index Fund * 12,230,761 14,283,317
Vanguard Money Market Prime - 20,359
First Trust Money Market Account * 552,844 4,526,027
Personal Choice Retirement Accounts 1,919,210 2,523,252
Participant loans, at cost 9,609,644 9,270,689
-------------- -------------
$ 200,694,989 $ 206,024,154
============== =============
* Denotes a party-in-interest investment
The net appreciation (depreciation) in fair value of investments for the years
ended December 31, 2001 and 2000 is as follows:
2001 2000
-------------- -------------
Common stocks $ (258,186) $ (7,675,274)
Mutual funds (8,495,473) 2,096,217
-------------- -------------
Net appreciation (depreciation) in fair value
of investments $ (8,753,659) $ (5,579,057)
============== =============
8
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Notes to Financial Statements (continued)
NOTE 6. TAX STATUS:
The Company has obtained a letter of determination dated November 27, 2001 from
the Internal Revenue Service stating that the Plan constitutes a qualified plan
under Section 401(a) of the internal Revenue Code and is exempt from federal
income taxes under provisions of Section 501(a) of the Code.
NOTE 7. PLAN TERMINATION:
Although it has not expressed any intent to do so, 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 the Employee Retirement Income Security Act of
1974. Should the Plan terminate at some future time, participants will become
one hundred percent vested in their accounts and the net assets available for
plan benefits at the termination date would be distributed to participants based
on amounts which have been allocated to their respective accounts.
NOTE 8. INVESTMENT IN SAFETY-KLEEN CORP. AND LAIDLAW, INC. STOCKS
In prior years, participants have been allowed to invest in the stock of the
plan sponsor's parent, Safety-Kleen Corp. (SKLNQ), and the stock of Laidlaw Inc.
(LDW), a principal shareholder of Safety-Kleen Corp. During the year ended
December 31, 2000, Safety-Kleen Corp. filed for protection under Chapter 11 of
the Bankruptcy statutes. After consideration of the financial condition of both
companies, plan management decided the two stocks were no longer viable
investments for plan participants. Accordingly, on May 2, 2000, the Investment
Committee ruled that participants could not acquire further shares of the two
stocks. The Committee's decision did not restrict a participant's ability to
receive a distribution of account shares upon termination or to transfer account
shares to another plan through rollover or other qualified plan transfer.
On June 9, 2000, Safety-Kleen Corp. and 73 of its domestic subsidiaries filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code, 11 U.S.C. Sections 101-1330, as amended in the United States Bankruptcy
Court for the District of Delaware. The Chapter 11 Cases are being jointly
administered, for special procedural purposes only, before the Bankruptcy Court
under Case No. 00-2303(PJW). Excluded from the filings were certain of
Safety-Kleen's non-wholly-owned subsidiaries and all Safety-Kleen's indirect
foreign subsidiaries. There can be no assurance as to what value if any, will be
ascribed to the common stock in the bankruptcy proceedings. The Company does not
believe the common shareholders of Safety-Kleen Corp. will receive any
distribution upon consummation of a plan or plans of reorganization.
On June 28, 2001, Laidlaw Inc. ("Laidlaw") and five of its subsidiary holding
companies, Laidlaw Investments, Ltd., Laidlaw International Finance Corporation,
Laidlaw One, Inc., Laidlaw Transportation, Inc. and Laidlaw USA, Inc.
(collectively, "Laidlaw Debtors") filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court
for the Western District of New York.
9
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Notes to Financial Statements (continued)
NOTE 9. SUBSEQUENT EVENTS
Effective February 10, 2002, the Company matching contribution was suspended.
The Dow Jones Industrial Average closed at 10,021.50 and 9,687.42 on December
31, 2001 and June 17, 2002, respectively. Depending on what investment options
Plan participants have selected, management believes it is likely that the
market value of some participant investments may have decreased in the period
subsequent to December 31, 2001.
10
SUPPLEMENTAL SCHEDULES
Schedule I
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Schedule H: Schedule of Assets Held for Investment as of
December 31, 2001
Employer Identification Number 75-2178928, Plan Number 001
(a) (b) Identity of issue, borrower, or (c) Description (d) (e) Current
similar party of investment Cost value
------------ ------------
Safety-Kleen Corp., common stock 1,033,716.000 $ 213,769 $ 144,720
Laidlaw, Inc., common stock 166,846.000 15,210 15,650
AIM Balanced Fund Class A 244,776.831 5,535,339 6,349,511
Alliance Premier Growth Class A 781,731.678 11,743,657 15,884,788
Am Funds Washington Mutual Invs Fd Inc 600,175.422 16,531,199 16,954,956
Bond Fund of America 2,656,085.391 33,854,761 33,971,332
Dreyfus Emerging Leaders Fund 411,135.735 12,727,820 14,295,190
Dreyfus Premier Balanced Fund 666,975.006 7,804,073 8,670,675
Franklin Balanced Sheet Investment Fund 387,123.046 16,904,431 15,492,664
Morley Capital Stable Value Fund 335,035.094 5,697,577 5,471,123
Mutual Beacon Fund Inc. "Z" 1,087,425.614 13,727,578 14,190,904
Mutual Discovery Fund "Z" 663,540.062 11,574,451 12,069,794
Oppenheimer Capital Appreciation Fund 461,104.278 15,907,309 18,702,390
Oppenheimer Global Fund A 303,206.364 12,634,016 14,168,833
Wachovia Equity Index Fund 584,644.411 10,576,516 12,230,761
First Trust Money Market Account 552,844.360 552,844 552,844
Personal Choice Retirement Accounts (1) various 1,500,267 1,919,210
Participant loans, from 6.0% to 10.5% 0 9,609,644
------------ -----------
Total investments $177,500,817 $200,694,989
============ ============
* Party-in-interest investment
(1) Detail information on Personal Choice Retirement Accounts is annexed on the
next page of this report.
Schedule II
SAFETY-KLEEN CORP. 401(K) SAVINGS PLAN
Supplemental Schedule II: Schedule H: Schedule of Assets
Held for Personal Choice Retirement Accounts Investments as of
December 31, 2001
Schedule H reporting of Reportable Transactions is not required for plans
having participant directed accounts. This plan's accounts are 100 percent
participant directed.
Employer Identification Number 75-2178928. Plan 001
(a) (b) Description of Investment (c) Quantity (d) (e) Market Value
AES CORP 25 $408.75
AMR CORPORATION 100 $2,217.00
AOL TIME WARNER INC 960 $30,816.00
AT&T CORP 311.2318 $5,645.74
AT&T WIRELESS SVCS 98 $1,408.26
AVAYA INC 24 $291.60
ACCOM INC 450 $20.25
ADOBE SYSTEMS INC 250 $7,762.50
ADVANCE DIGITAL INFO CP 66 $1,058.64
ADVANCE MICRO DEVICES 40 $634.40
AGILENT TECHNOLOGIES INC 19 $541.69
ALTERA CORPORATION 200 $4,244.00
ALYA INTERNATIONAL INC 1000 $3.00
AMERICAN EXPRESS COMPANY 121.5079 $4,336.62
AMERICAN INTL GROUP INC 55.0863 $4,373.85
AMERICAN TECHNICAL CERAMICS 578 $5,941.84
AMKOR TECHNOLOGY INC 20 $320.60
ANALOG DEVICES INC 30 $1,331.70
APPLERA CELERA GENOMICS 23 $613.87
APPLIED MATERIALS INC 630 $25,263.00
APPLIED MOLECULAR EVOLU 100 $1,231.00
ARCH WIRELESS INC 12 $0.16
ARIBA INC 423 $2,605.68
ASTROPOWER INC 75 $3,032.25
AT HOME CORP 100 $0.58
AUDIOCODES LTD 500 $2,825.00
AURA SYSTEMS INC 5800 $2,552.00
AVIGEN INC 300 $3,453.00
BEST BUY INC 100 $7,448.00
BIOGEN INC 75 $4,301.25
BORLAND SOFTWARE CORP 100 $1,566.00
BRADLEY PHARMS INC 50 $1,037.50
BROADCOM CORP 315 $12,874.05
BROADVISION INC 1124 $3,079.76
CTC COMMUNICATIONS GROUP 100 $515.00
CVS CORP DEL 65 $1,924.00
CALEDONIA MINING CORP 2000 $78.00
CALPINE CORPORATION 652 $10,947.08
CENDANT CORP 585 $11,471.85
THE CHARLES SCHWAB CORP 205.6413 $3,181.27
CHEVRONTEXACO CORP 26.1263 $2,341.18
CHINADOTCOM CORP 400 $1,200.00
CIENA CORP 300 $4,293.00
CISCO SYSTEMS INC 1850 $33,503.50
CITIGROUP INC 111.2158 $5,614.17
CITRIX SYSTEMS INC 60 $1,359.60
CLEAN HARBORS INC 200 $674.00
COCA COLA COMPANY 35.7696 $1,686.54
COEUR D ALENE MINES CP 3000 $2,370.00
COMDISCO INC 175 $91.00
COMPAQ COMPUTER CORP 202.2670 $1,974.13
CONEXANT SYSTEMS INC 90 $1,292.40
CONVERA CORP 1300 $4,355.00
COPPER MOUNTAIN NETWORKS 50 $84.50
COR THERAPEUTICS INC 150 $3,589.50
COREL CORP 100 $190.00
CORIXA CORP 40 $602.80
CORNING INC 420.2239 $3,748.40
CORVIS CORP. 97 $313.31
COUNTRY STAR REST 27 N/A
DECISIONLINK INC 400 $0.56
DELL COMPUTER CORP 2179 $59,225.22
DISNEY WALT HLDG CO 61.0775 $1,265.53
DOW CHEMICAL COMPANY 52.3459 $1,768.24
EMC CORP MASS 435 $5,846.40
EBAY INC 400 $26,760.00
ECHELON CORPORATION 344 $4,871.04
ECONNECT 42550 $1,829.65
EAGAIN COMMUNICATIONS CP 378 $529.20
ENRON CORP 1853.3763 $1,112.03
ERICSSON TEL 1200 $6,264.00
EXXON MOBIL CORPORATION 116.3348 $4,571.96
FINL COMMERCE NETWK 14 $2.10
FORD MOTOR COMPANY 301.6792 $4,742.40
FUTUREMEDIA PLC 2900 $957.00
FUTURELINK CORP 28 $0.28
GENENTECH INC 150 $8,137.50
GENERAL ELECTRIC COMPANY 637.2112 $25,539.42
GENUITY INC 300 $474.00
GEOTEK COMMUNICATIONS 2000 N/A
GLOBAL CROSSING LTD 186 $156.24
HANDSPRING INC 200 $1,348.00
HARLEY DAVIDSON INC 45.1698 $2,453.17
HEWLETT-PACKARD COMPANY 550.6892 $11,311.16
HOME DEPOT INC 2926.5132 $149,281.44
I LINK INCORPORATION 150 $11.25
I 2 TECHNOLOGIES INC 175 $1,382.50
IMCLONE SYSTEMS INC 195 $9,059.70
IMMUNEX CORP 75 $2,078.25
IMMUNOMEDICS INC 18 $364.68
INKTOMI CORPORATION 1300 $8,723.00
INTEGRATED DEVICE TECH 200 $5,318.00
INTEL CORP 1713.3183 $53,883.86
INTL BUSINESS MACHINES 150 $18,144.00
INTERNATIONAL PAPER CO 73.5534 $2,967.88
INTERNET CAPITAL GROUP 1097 $1,327.37
INTERSPACE ENTERPRISES 15544 $3,031.08
INVESTAMERICA INC 75 $6.00
IRIDIUM WORLD COMM 200 $62.00
JDS UNIPHASE CORPORATION 810 $7,030.80
JOHNSON & JOHNSON 111.1982 $6,571.81
JUNIPER NETWORKS INC 425 $8,053.75
KRISPI KREME DOUGHNUT CP 220 $9,724.00
LSI LOGIC CORP 150 $2,367.00
LEARNINGSTAR CORP 125 $187.50
LEVEL 3 COMMUNICATIONS 200 $1,000.00
LIFEKEEPERS INTL INC 520 $0.52
LOCH HARRIS INC 500 $15.00
LONDON PACIFIC GRP 200 $792.00
LUCENT TECHNOLOGIES INC 1000.8991 $6,295.66
MCDATA CORPORATION 15 $367.50
MEDTRONIC INC 84.8317 $4,344.23
MERCK & CO INC 50 $2,940.00
MICROSOFT CORP 577 $38,226.25
MIRACLE ENTERTAINMENT 15 $0.38
MOTOROLA INCORPORATED 307.5082 $4,618.77
MUSICMAKER.COM INC 150 $285.00
NX NETWORKS INC 100 $0.10
NANOPHASE TECHS CORP 100 $589.00
NASDAQ 210 $8,171.10
NEXUS GROUP INTL INC 10000 $900.00
NOKIA CORP 575 $14,104.75
NORDSTROM INC 100 $2,023.00
NORSAT INTL INC 1250 $2,850.00
NORTEL NETWORKS CP 290 $2,175.00
NOVELLUS SYSTEMS INC 40 $1,578.00
ONI SYSTEMS CORP 300 $1,881.00
ORACLE CORPORATION 1250 $17,262.50
ORCHID BIOSCIENCES INC 15 $82.50
P-COM INC 649 $214.17
PMC SIERRA INC 5 $106.30
PACIFIC RIM MINING CP 32000 $6,080.00
PALM INC 700 $2,716.00
PARADIGM ADVANCE TECH 1000 $280.00
PFIZER INCORPORATED 65.9711 $2,628.95
PHILIP MORRIS COS INC 116.8487 $5,357.51
PHILIP SVCS CORP 18 $26.28
PLUG POWER INC 20 $174.80
POINT 360 350 $472.50
POWER-ONE INC 55 $572.55
PUMATECH INC 400 $1,032.00
PURCHASEPRO.COM INC 1000 $1,210.00
QLOGIC CORP 5 $222.55
QUALCOMM INC 425 $21,462.50
RAMBUS INC 100 $799.00
RARE MEDIUM GROUP INC 400 $296.00
REALNETWORKS INC 25 $148.50
REDBACK NETWORK INC 250 $987.50
REDIFF. COM INDIA LTD 100 $65.00
RF MICRO DEVICES INC 736 $14,153.28
SBC COMMUNICATIONS INC 56.8759 $2,227.83
SAFET-KLEEN CORP 12175 $1,704.50
SILICONIX INC 100 $2,742.00
SONUS NETWORKS INC 100 $462.00
SOUTHWEST AIRLINES CO 254 $4,693.92
SUN MICROSYSTEMS INC 890 $10,947.00
SYBASE INC 100 $1,576.00
SYCAMORE NETWORKS INC 300 $1,608.00
SYMYX TECHNOLOGIES INC 100 $2,124.00
SYSCO CORPORATION 101.3229 $2,656.69
TEGAL CORP 25 $33.50
TELLABS INC 400 $5,984.00
TERADYNE INCORPORATED 245 $7,384.30
TEXAS INSTRUMENTS INC 125 $3,500.00
THERMA-WAVE INC 200 $2,984.00
TOLL BROTHERS INC 50 $2,195.00
TYCO INTL LTD 100 $5,890.00
UNIFY CORP 400 $100.00
UNITED PARCEL SERVICE 20.2592 $1,104.13
VHS NETWORK INC 350 $15.75
VALENCE TECH INC 200 $674.00
VAST SOLUTIONS INC CL B1 3 $0.03
VAST SOLUTIONS INC CL B2 3 N/A
VST SOLUTIONS INC CL B3 3 N/A
VIEWPOINT CORP 650 $4,426.50
WAL-MART STORES INC 246.6896 $14,196.99
WEBLINK WIRELESS 100 $5.00
WESTELL TECH INC 500 $1,320.00
WIND RIVER SYSTEMS INC 440 $7,880.40
WORLDCOM INC - WORLDCOM GROUP 587 $8,264.96
WORLDCOM INC - MCI GROUP 23 $292.10
XYBERNAUT CORP 200 $476.00
YAHOO! INC 300 $5,322.00
ZEN INTL RES LTD 30000 $600.00
INTEGRATED SPATIAL 28000 N/A
BERGER INFORMATION TECH FUND 504.91 $3,569.71
BERGER NEW GENERATION FD 737.704 $5,599.17
BERGER MID CAP VALUE FD 137.075 $2,324.79
AMERICAN CENTURY EQUITY GROWTH FD 126.456 $2,433.01
DREYFUS DISCIPLINED STOCK FUND 79.284 $2,534.71
WILSHIRE LARGE CO GROWTH INVESTMENT 113.108 $3,416.99
DRIEHAUS EMERGING MARKETS GROWTH FUND 110.384 $1,464.80
EXCELSIOR VALUE AND RESTRUCTURING FUND 158.957 $5,096.16
FIDELITY SLCT BIOTECH 200.000 $13,024.00
INVESCO DYNAMICS FUND 132.044 $2,103.46
INVESCO TELECOMM FD 367.451 $6,107.04
INVESCO HEALTH SCIENCES FUND 35.289 $1,787.03
INVESCO TECHNOLOGY FUND 135.436 $4,411.16
BRAZOS SMALL CAB PORT 248.571 $4,638.33
IPS MILLENNIUM FUND 489.899 $14,667.58
FREMONT U.S. MICRO CAP FUND 228.223 $6,456.43
GABELLI GROWTH FUND 184.465 $5,290.46
GRAND PRIX FUND 282.526 $3,686.96
JULIUS BAER INTL EQUITY FUND 105.867 $2,203.09
JANUS FUND 951.098 $23,397.01
JANUS OLYMPUS FUND 131.144 $3,652.36
JANUS GLOBAL LIFE SCIENCES FUND 227.457 $3,996.42
JANUS TWENTY FUND 720.625 $27,715.24
JANUS MERCURY FUND 1052.971 $21,891.27
JANUS GROWTH & INCOME FD 135.269 $4,054.01
JANUS WORLDWIDE FUND 416.302 $18,250.67
JANUS ENTERPRISE FUND 642.163 $20,549.22
JANUS STRATEGIC VALUE FD 1232.468 $11,412.65
MONTGOMERY GLOBAL COMMUNICATIONS FD 147.352 $1,500.04
MUHLENKAMP FUND 92.285 $4,942.78
NB SOCIALLY RESPONSIVE FUND 58.761 $1,060.05
NORTHERN TECHNOLOGY FUND 178.129 $2,221.27
UAM ANALYTIC ENHANCED EQUITY FUND 446.415 $4,611.47
PBHG LARGE CAP GROWTH FD 151.615 $3,153.59
UAM FPA CRESCENT 126.782 $2,179.38
T ROWE PRICE SCIENCE & TECHNOLOGY FUND 55.538 $1,161.85
RYDEX VENTURE 100 FUND 133.039 $6,501.62
RS EMERGING GROWTH FUND 71.312 $2,282.70
ROYCE PREMIER FUND 266.217 $2,805.93
SCUDDER INTL FUND 17.667 $647.67
STRONG ENTERPRISE FUND 3300.063 $73,063.39
FIRSTHAND TECHNOLOGY VALUE FUND 388.849 $16,040.02
FIRSTHAND TECHNOLOGY LEADERS FUND 165.052 $3,112.88
FIRSTHAND TECHNOLOGY INNOVATORS FUND 169.677 $2,782.70
MERCURY SELECT GROWTH FUND 243.921 $2,502.63
VANGUARD EXPLORER FUND 73.255 $4,418.01
VANGUARD GROWTH INDEX FD 148.151 $3,912.67
VANGUARD INDEX TRUST 500 PORT 247.56 $26,214.13
WILLIAM BLAIR INTL GROWTH FD 116.482 $1,803.14
WEITZ PARTNERS VALUE FUND 232.455 $4,851.34
CREDIT SUISSE GLOBAL HEALTH SCIENCES 2518.892 $50,327.46
SCHWAB INTL INDEX FUND 132.823 $1,666.93
SCHWAB SMALL CAP INDEX FUND 119.304 $2,087.82
SCHWAB MKT MGR INTL 188.579 $2,047.97
SCHWAB US TREAS MONEY FD 19848.93 $19,848.93
SCHWAB MONEY MARKET FUND 473447.10 $473,449.10
------------
Total Personal Choice Retirement
Accounts Investments $1,919,210
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