FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended September 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Transition period from to Commission file number 1-5129 MOOG INC. (Exact Name of Registrant as Specified in its Charter) New York 16-0757636 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) East Aurora, New York 14052-0018 (Address of Principal Executive (Zip Code) Offices) Registrant's Telephone Number, Including Area Code: (716)652-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered Class A Common Stock, $1.00 Par Value American Stock Exchange Class B Common Stock, $1.00 Par Value American Stock Exchange 9-7/8% Convertible Subordinated American Stock Exchange Debentures due 2006 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of the Common Stock outstanding and held by non- affiliates (as defined in Rule 405 under the Securities Act of 1933) of the registrant, based upon the closing sale price of the Common Stock on the American Stock Exchange on December 9, 1994 was approximately $48,407,157. The number of shares of Common Stock outstanding as of the close of business on the latest practicable date, May 8, 1994 was: Class A 6,042,238 Class B 1,677,814. The Documents listed below have been incorporated by reference into this Annual Report on Form 10-K: (1) Specific sections of the Annual Report to Shareholders for the fiscal year ended September 30, 1994 (the "1994 Annual Report") (2) Specific sections of the Proxy Statement to Shareholders dated January 10, 1995 (the "1995 Proxy") PART IV Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K 3. EXHIBITS Exhibit No. 24 Consent of Accountants 28 Information, Financial Statements and Exhibits required by Form 11-K for the Moog Inc. Savings and Stock Ownership Plan SIGNATURE PAGE The undersigned registrant hereby amends the following items, financial statements and exhibits of its Annual Report for its fiscal year ended September 30, 1994 on Form 10-K as set forth in the pages attached hereto: To file as Exhibit 28 the Information, Financial Statements and Exhibits required by Form 11-K for the Moog Inc. Savings and Stock Ownership Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. MOOG INC. By/s/ William P. Burke William P. Burke, Treasurer Date: September 26, 1995 MOOG INC. Index to Exhibits Exhibit No. Description Page Number 24 Consent of Accountants 6 28 Information, Financial Statements 8 and Exhibits required by Form 11-K for the Moog Inc. Savings and Stock Ownership Plan Exhibit 24 Consent of Accountants CONSENT OF INDEPENDENT AUDITORS The Board of Directors Moog Inc.: We consent to incorporation by reference in the Registration Statements (No. 33-62968, 33-20069, 33-33958, 33-36722, 33-36721 and 33-57131) on Form S-8 of Moog Inc. of our report dated April 26, 1995, relating to the statements of net assets available for benefits of Moog Inc. Savings and Stock Ownership Plan as of September 30, 1994 and 1993, and the related statements of changes in net assets available for benefits for each of the years in the three-year period ended September 30, 1994 which report appears in Amendment No. 1 to the Form 10-K of Moog Inc. for the year ended September 30, 1994. Buffalo, New York September 28, 1995 Exhibit 28 Moog Inc. Savings and Stock Ownership Plan Financial Statements and Schedules MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Index Independent Auditors' Report Statement of Net Assets Available for Benefits with Fund Information as of September 30, 1994 Statement of Net Assets Available for Benefits with Fund Information as of September 30, 1993 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended September 30, 1994 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended September 30, 1993 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended September 30, 1992 Notes to Financial Statements Schedule Item 27a - Schedule of Assets Held for Investment Purposes - September 30, 1994 1 Item 27d - Schedule of Reportable Transactions - Year ended September 30, 1994 2 Independent Auditors' Report The Plan Administrator Moog Inc. Savings and Stock Ownership Plan: We have audited the financial statements of Moog Inc. Savings and Stock Ownership Plan as listed in the accompanying index. 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 Moog Inc. Savings and Stock Ownership Plan as of September 30, 1994 and 1993, and the changes in net assets available for benefits for each of the years in the three- year period ended September 30, 1994, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules 1 and 2 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 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 schedules and 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. KPMG Peat Marwick LLP Buffalo, New York April 26, 1995 MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Statement of Net Assets Available for Benefits with Fund Information September 30, 1994 Savings Component Stock Ownership Component Fixed Money Common AlliedSignal interest market stock Balanced stock Loan Assets fund fund fund fund fund fund Allocated Unallocated Total Investments: At fair value (note 3): Money market fund (cost of $3,370,695) $ -- 3,370,695 -- -- -- -- -- -- 3,370,695 Vanguard Windsor fund (cost of $13,322,533) -- -- 14,105,974 -- -- -- -- -- 14,105,974 Fidelity Puritan fund (cost of $4,316,890) -- -- -- 4,159,826 -- -- -- -- 4,159,826 AlliedSignal, Inc. common stock (cost of $13,583,438) (note 1(a)) -- -- -- -- 12,141,027 -- -- -- 12,141,027 Employee loans receivable -- -- -- -- -- 1,122,941 -- -- 1,122,941 Moog Inc. Class B common stock (cost of $5,077,290) (note 6) -- -- -- -- -- -- 4,172,305 1,050,580 5,222,885 At contract value: Guaranteed investment contracts (cost of $13,425,910) 13,425,910 -- -- -- -- -- -- -- 13,425,910 __________ _________ __________ _________ __________ _________ _________ _________ __________ Total investments 13,425,910 3,370,695 14,105,974 4,159,826 12,141,027 1,122,941 4,172,305 1,050,580 53,549,258 __________ _________ __________ _________ __________ _________ _________ _________ __________ Accrued investment income 15 3,915 250 -- -- -- 899 -- 5,079 Cash 160 -- 40,927 -- 65,390 -- 785,187 13 891,677 __________ _________ __________ _________ __________ _________ _________ _________ __________ Total assets 13,426,085 3,374,610 14,147,151 4,159,826 12,206,417 1,122,941 4,958,391 1,050,593 54,446,014 __________ _________ __________ _________ __________ _________ _________ _________ __________ Liabilities Due to broker -- -- 40,927 -- -- -- 23 -- 40,950 Note payable (note 6) -- -- -- -- -- -- -- 1,531,861 1,531,861 __________ _________ __________ _________ __________ _________ _________ _________ __________ Total liabilities -- -- 40,927 -- -- -- 23 1,531,861 1,572,811 __________ _________ __________ _________ __________ _________ _________ _________ __________ Net assets (deficit) available for benefits $13,426,085 3,374,610 14,106,224 4,159,826 12,206,417 1,122,941 4,958,368 (481,268) 52,873,203 ========== ========= ========== ========= ========== ========= ========= ========== ========== See accompanying notes to financial statements. MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Statement of Net Assets Available for Benefits with Fund Information September 30, 1993 Savings Components Stock Ownership Components Fixed Money Common interest market stock Assets fund fund fund Allocated Unallocated Total Investments: At fair value (note 3): Money market fund (cost of $3,115,403) $-- 3,115,403 -- -- -- 3,115,403 Vanguard Windsor fund (cost of $9,015,193) -- -- 10,363,709 -- -- 10,363,709 Moog Inc. Class B common stock (cost of $4,632,147) (note 6) -- -- -- 2,466,568 806,572 3,273,140 At contract value: Guaranteed investment contracts (cost of $10,790,023) 10,790,023 -- -- -- -- 10,790,023 __________ _________ __________ _________ _________ __________ Total investments 10,790,023 3,115,403 10,363,709 2,466,568 806,572 27,542,275 __________ _________ __________ _________ _________ __________ Accrued investment income 25 2,212 4 4 -- 2,245 Cash 56,774 -- 56,362 1,735 13 114,884 __________ _________ __________ _________ _________ __________ Total assets $10,846,822 3,117,615 10,420,075 2,468,307 806,585 27,659,404 __________ _________ __________ _________ _________ __________ Liabilities Due to broker -- -- -- 1,730 -- 1,730 Note payable (note 6) -- -- -- -- 1,644,251 1,644,251 __________ _________ __________ _________ _________ __________ Total liabilitiees -- -- -- 1,730 1,644,251 1,645,981 __________ _________ __________ _________ _________ __________ Net assets (deficit) available for benefits $10,846,822 3,117,615 10,420,075 2,466,577 (837,666) 26,013,423 ========== ========= ========== ========= ========== ========== See accompanying notes to financial statements. MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information Year ended September 30, 1994 Savings Component Stock Ownership Component Fixed Money Common AlliedSignal interest market stock Balanced stock Loan fund fund fund fund fund fund Allocated Unallocated Total Employee contributions $ 1,086,729 278,066 1,655,861 435,805 -- -- 608,839 -- 4,065,300 Employer contributions -- -- -- -- -- -- -- 193,559 193,559 Employee rollover contributions 2,318 -- 2,317 -- -- -- -- -- 4,635 Transfer of assets from another plan (note 1(a)) 2,695,745 427,299 1,514,818 2,330,115 13,691,533 1,214,068 647,949 -- 22,516,887 _________ _________ __________ _________ __________ _________ _________ ________ __________ Total contributions and transfers 3,780,152 705,365 3,172,996 2,765,920 13,691,533 1,214,068 1,256,788 193,559 26,780,381 _________ _________ __________ _________ __________ _________ _________ ________ __________ Investment income (loss): Interest 593,234 112,638 2,802 4 -- -- 3,969 -- 712,647 Dividends -- -- -- -- 65,389 -- -- -- 65,389 Income from mutual fund investments -- -- 383,643 21,687 -- -- -- -- 405,330 Net appreciation (depreciation) in fair value of investments, including realized gains and losses -- -- -- -- (1,550,505) -- 1,161,657 342,945 (45,903) _________ _________ __________ _________ __________ _________ _________ _________ __________ Net investment income (loss) 593,234 112,638 386,445 21,691 (1,485,116) -- 1,165,626 342,945 1,137,463 _________ _________ __________ _________ __________ _________ _________ _________ __________ Total additions 4,373,386 818,003 3,559,441 2,787,611 12,206,417 1,214,068 2,422,414 536,504 27,917,844 Distributions (441,742) (118,408) (235,054) (42,606) -- -- (139,085) -- (976,895) Interest expense -- -- -- -- -- -- -- (81,169) (81,169) Transfers among funds (1,352,381) (442,600) 361,762 1,414,821 -- (91,127) 208,462 (98,937) -- __________ ________ _________ _________ __________ _________ _________ _________ __________ Increase in net assets available for benefits 2,579,263 256,995 3,686,149 4,159,826 12,206,417 1,122,941 2,491,791 356,398 26,859,780 Net assets (deficit) available for benefits: Beginning of year 10,846,822 3,117,615 10,420,075 -- -- -- 2,466,577 (837,666) 26,013,423 __________ _________ __________ _________ __________ _________ _________ __________ __________ End of year $13,426,085 3,374,610 14,106,224 4,159,826 12,206,417 1,122,941 4,958,368 (481,268) 52,873,203 ========== ========= ========== ========= ========== ========= ========= ========== ========== See accompanying notes to financial statements. MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information Year ended September 30, 1993 Savings Components Stock Ownership Components Fixed Money Common interest market stock fund fund fund Allocated Unallocated Total Employee contributions $ 1,373,654 402,948 1,257,383 299,212 -- 3,333,197 Employer contributions -- -- -- -- 213,840 213,840 __________ _________ __________ _________ _________ _________ Total contributions 1,373,654 402,948 1,257,383 299,212 213,840 3,547,037 __________ _________ __________ _________ _________ _________ Investment income: Interest 648,965 102,467 1,246 273 -- 752,951 Income from mutual fund investments -- -- 2,107,081 -- -- 2,107,081 Change in net unrealized appreciation in fair value of investments -- -- -- 704,145 263,185 967,330 __________ _________ __________ _________ ________ _________ Investment income 648,965 102,467 2,108,327 704,418 263,185 3,827,362 __________ _________ __________ _________ ________ _________ Total additions 2,022,619 505,415 3,365,710 1,003,630 477,025 7,374,399 Distributions (585,317) (285,021) (384,831) (78,922) -- (1,334,091) Interest expense -- -- -- -- (66,784) (66,784) Transfers among funds (233,777) (320,924) 548,780 89,171 (83,250) -- __________ _________ __________ _________ _________ __________ Increase (decrease) in net assets available for benefits 1,203,525 (100,530) 3,529,659 1,013,879 326,991 5,973,524 Net assets (deficit) available for benefits: Beginning of year 9,643,297 3,218,145 6,890,416 1,452,698(1,164,657) 20,039,899 __________ _________ __________ _________ __________ __________ End of year $10,846,822 3,117,615 10,420,075 2,466,577 (837,666) 26,013,423 ========== ========= ========== ========= ========== ========== See accompanying notes to financial statements. MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information Year ended September 30, 1992 Savings Components Stock Ownership Components Fixed Money Common interest market stock fund fund fund Allocated Unallocated Total Employee contributions $ 1,423,183 440,282 1,107,762 436,583 -- 3,407,810 Employer contributions -- -- -- -- 240,308 240,308 __________ _________ __________ _________ _________ _________ Total contributions 1,423,183 440,282 1,107,762 436,583 240,308 3,648,118 __________ _________ __________ _________ _________ _________ Investment income (loss): Interest 642,435 143,934 1,159 649 3 788,180 Income from mutual fund investments -- -- 593,690 -- -- 593,690 Net unrealized depreciation in fair value of investments -- -- -- (804,992) (391,189) (1,196,181) __________ _________ __________ _________ ________ _________ Net investment income (loss) 642,435 143,934 594,849 (804,343) (391,186) 185,689 __________ _________ __________ _________ ________ _________ Total contributions and net investment income (loss) 2,065,618 584,216 1,702,611 (367,760) (150,878) 3,833,807 Benefits paid (588,879) (273,635) (619,849) (223,249) -- (1,705,612) Interest expense -- -- -- -- (80,591) (80,591) Transfers among funds 17,556 (276,456) 253,089 110,445 (104,634) -- __________ _________ __________ _________ _________ __________ Increase (decrease) in net assets available for benefits 1,494,295 34,125 1,335,851 (480,564) (336,103) 2,047,604 Net assets (deficit) available for benefits: Beginning of year 8,149,002 3,184,020 5,554,565 1,933,262 (828,554) 17,992,295 __________ _________ __________ _________ __________ __________ End of year $ 9,643,297 3,218,145 6,890,416 1,452,698 (1,164,657) 20,039,899 ========== ========= ========== ========= ========== ========== See accompanying notes to financial statements. MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Notes to Financial Statements September 30, 1994, 1993 and 1992 (1) Description of Plan The following is a brief description of the Moog Inc. Savings and Stock Ownership Plan (the Plan) and is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. (a) General The Plan is a defined contribution plan sponsored by Moog Inc. (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has separate savings and stock ownership components. On June 17, 1994, the Company acquired the hydraulic and mechanical actuation product lines of AlliedSignal Inc. (Allied). Pursuant to the terms of the acquisition agreement, the employees of Allied became participants in the Plan (the Allied Participants) as of that date and were given credit for their past service with Allied for the purpose of Plan eligibility. Effective July 1, 1994 the assets of Allied's retirement plan (Allied's Plan) related to the vested benefits of Allied Participants were transferred to the Plan. The allocation of these funds within the Plan was as directed by the Allied Participants. Although the Plan has no provision for participant loans, it agreed to accept the loans outstanding in Allied's Plan related to the Allied Participants. These loans will be repaid in accordance with their original terms as established by the Allied Plan. (b) Eligibility All domestic employees of the Company with one year of service are eligible to participate in the Plan. (c) Contributions Each eligible employee may make voluntary pre-tax contributions to the Plan in the form of a 1% to 20% salary reduction subject to Internal Revenue Code (IRC) limits. Contributions are directed by the participant among the available investment options (note 3). The Plan transfers unallocated shares of the stock ownership component to the participant accounts as a partial match of employee contributions. The aggregate value of shares transferred is equal to 25% of employee contributions allocated towards the purchase of Company stock. The accompanying statements of net assets available for benefits reflect the transfer when actually made by the trustee, which is subsequent to receipt of the related employee contribution. Additionally, the Company has contributed in cash an amount sufficient to service the Stock Ownership Component's note payable (note 6). (d) Participants' Accounts A separate account is maintained for each Plan participant. Investment income is credited to each participant's account in proportion to the average balance of the account to the total average fund balance. Participants' accounts are fully and immediately vested. In the event of termination of service, a participant, or his or her beneficiary, is paid 100% of the vested account balance. Participants may transfer all or part of their accounts among investment options. The total number of employees participating in the plan as of September 30, 1994 and 1993 was 2,260 and 1,854, respectively. (e) Administrative Expenses Costs of administering the Plan are paid by the Company. (f) Reclassifications Certain reclassifications have been made to the 1993 and 1992 statements of changes in net assets available for benefits to conform with the 1994 presentation. (2) Summary of Significant Accounting Policies The accompanying financial statements are presented on the accrual basis. Investments in the money market, common stock and balanced funds are reported at fair value based on the quoted per share price of the underlying mutual funds. Investments in Allied and Company stock are reported at fair value determined by reference to quoted market prices. The investment in the fixed interest fund is reported at contract value which represents the cost of the underlying investment contracts plus interest and less withdrawals. Purchases and sales of securities are reported on a "trade date" basis. (3) Investments Plan assets are held and managed by Mellon Bank N.A., the Plan trustee. A description of the assets of the Plan follows: Savings Component: (a) Fixed Interest Fund - Guaranteed investment contracts with insurance companies providing for interest at fixed rates. (b) Money Market Fund - Common trust fund invested in short-term money market instruments such as U.S. Treasury bills and insured certificates of deposit with major banks. (c) Common Stock Fund - Shares of the Vanguard Windsor Fund, a professionally managed, diversified common equity mutual fund. (d) Balanced Fund - Shares of the Fidelity Puritan Fund, a professionally managed, diversified mutual fund with a balanced investment portfolio. This investment option became available in 1994. (e) AlliedSignal Stock Fund - AlliedSignal, Inc. common stock. This fund resulted from the transfer of assets for Allied Participants. Stock Ownership Component - purchases shares of the Company's Class B common stock in open market transactions. Company stock in this component is maintained as follows: (a) The accounts of employees with vested rights in allocated stock (allocated). At September 30, 1994 the trustee holds 311,948 allocated shares. (b) Stock not yet allocated to employees through the employee match (unallocated). At September 30, 1994 the trustee holds 78,548 unallocated shares. Included in the 1994 net appreciation (depreciation) in the fair value of investments are realized losses of $111,400 on the sale of Allied stock. (4) Federal Income Taxes The Internal Revenue Service has issued a determination letter that the Plan qualifies under the provisions of Section 401(a) of the Internal Revenue Code and is, therefore, exempt from Federal income taxes under Section 501(a) of the Code. The Plan sponsor has represented that since the date of the determination letter, the Plan has operated in conformance with applicable laws and regulations to maintain its tax qualified status. Participants are not subject to Federal income tax on any contributions allocated to their accounts under the Plan, or the earnings thereon, until the accounts are withdrawn or distributed. However, savings contributions are considered part of a participant's taxable wage base for purposes of FICA contributions. (5) 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 ERISA. Upon termination, the Company will instruct the trustee to either continue the management of the trust's assets or liquidate the trust and distribute the assets to the participants. (6) Employee Stock Ownership Loan Upon formation of the Stock Ownership Component in 1988, the Plan purchased 150,000 Company Class B common shares and designated them as unallocated. The funds to make this purchase were loaned to the Plan by the Company. Repayment of the loan is based on a formula related to the number of shares allocated to participants annually. Loan repayments in 1994 and 1993 were $112,390 and $147,055, respectively The interest rate on the loan is equal to the rate on the Company's revolving debt (6.99% and 4.13% at September 30, 1994 and 1993, respectively). Schedule 1 MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Item 27a - Schedule of Assets Held for Investment Purposes September 30, 1994 Fair or contract Identity of issue Description Cost value Fixed Interest Fund: John Hancock 5.1% guaranteed investment contract maturing in December 1996 $ 6,746,798 6,746,798 Allstate Life Insurance 5.48% guaranteed investment contract maturing in December 1995 2,810,149 2,810,149 New York Life Insurance Co. 5.5% guaranteed investment contract maturing in January 1995 3,868,963 3,868,963 __________ __________ Total Fixed Interest Fund 13,425,910 13,425,910 Money market fund Mellon Bank* Temporary Investment Fund 3,370,695 3,370,695 Common stock fund 997,594 shares of Vanguard Windsor Fund 13,322,533 14,105,974 Balanced Fund 270,998 shares of Fidelity Puritan Fund 4,316,890 4,159,826 AlliedSignal, Inc. 355,781 common shares 13,583,438 12,141,027 Loan Fund Employee loans receivable 1,122,941 1,122,941 Moog Inc.* 390,496 Class B common shares 5,076,583 5,222,885 ___________ __________ Total investments $54,218,990 53,549,258 =========== ========== * Person named is a party-in-interest. Schedule 2 MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Item 23d - Schedule of Reportable Transactions Year ended September 30, 1994 Expense Current value incurred of asset on Identity of Description Purchase Selling Lease with Cost of transaction Net gain party involved of asset price price rental transaction asset date (loss) Vanguard Windsor Fund Mutual fund shares $3,498,179 -- -- -- 3,498,179 -- -- Vanguard Windsor Fund Mutual fund shares -- 195,918 -- -- 182,190 195,918 13,728 Mellon Bank, N.A.* Mutual fund shares 8,260,739 -- -- -- 8,260,739 -- -- Mellon Bank, N.A.* Mutual fund shares -- 7,294,044 -- -- 7,294,044 7,294,044 -- AlliedSignal, Inc. Common stock -- 1,726,683 -- -- 1,834,778 1,726,683 (108,095) Allstate Life Insurance Guaranteed invest- ment contracts 1,257,346 -- -- -- 1,257,346 -- -- Allstate Life Insurance Guaranteed invest- ment contracts -- 1,402,359 -- -- 1,402,359 1,402,359 -- John Hancock Guaranteed invest- ment contracts 7,226,472 -- -- -- 7,226,472 -- -- John Hancock Guaranteed invest- ment contracts -- 628,415 -- -- 628,415 628,415 -- MONY Guaranteed invest- ment contracts -- 3,651,376 -- -- 3,651,376 3,651,376 -- Fidelity Puritan Fund Mutual fund shares 4,156,731 -- -- -- 4,156,731 4,156,731 -- Fidelity Puritan Fund Mutual fund shares -- 18,591 -- -- 18,444 18,591 147 ========== ========= ======= ======== ========= ========= ========= * Person named is a party-in-interest.