SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 1998 [ ] Transitional report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-13683 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Delco Remy America Salaried 401(k) Savings Plan (1) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Delco Remy International, Inc. 2902 Enterprise Drive Anderson, Indiana 46013 (1) Effective January 1, 1999, the "Delco Remy America Salaried 401(k) Savings Plan" will be amended, restated and renamed the "Delco Remy International 401(k) Retirement and Savings Plan," and sponsorship of the Plan will transfer from Delco Remy America, Inc. to Delco Remy International, Inc. This initial Form 11-K filing is being filed concurrently with the Form S-8 Registration Statement for the "Delco Remy International 401(k) Retirement and Savings Plan." REQUIRED INFORMATION A. Financial Statements and Schedules: Report of Independent Auditors Statement of Net Assets Available for Benefits as of July 31, 1998 and 1997 Statement of Changes in Net Assets Available for Benefits for the Years Ended July 31, 1998 and 1997 Notes to Financial Statements Schedule of Assets Held for Investment Purposes as of July 31, 1998 Schedule of Reportable Transactions B. Exhibits Consent of Independent Auditors SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other person who administers the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereto duly authorized. Delco Remy America Salaried 401(k) Savings Plan (See footnote 1, above.) - ----------------------------------- (Name of Plan) Date: December 23, 1998 /s/ Roderick English Roderick English, Senior Vice President Human Resources and Communications Financial Statements and Schedules Delco Remy America Salaried 401(k) Savings Plan Years ended July 31, 1998 and 1997 with Report of Independent Auditors PAGE Delco Remy America Salaried 401(k) Savings Plan Financial Statements and Schedules Years ended July 31, 1998 and 1997 CONTENTS Report of Independent Auditors 1 Financial Statements Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 6 Schedules Schedule of Assets Held for Investment Purposes 12 Schedule of Reportable Transactions 13 PAGE Report of Independent Auditors Plan Administrator Delco Remy America Salaried 401(k) Savings Plan We have audited the accompanying statements of net assets available for benefits of the Delco Remy America Salaried 401(k) Savings Plan (the Plan) as of July 31, 1998 and 1997, and the related statement of changes in net assets available for 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 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 Plan at December 31, 1998 and 1997, and the changes in its assets available for benefits for the years then ended, 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 schedules of assets held for investment purposes as of December 31, 1998 and reportable transactions for the year then ended, are presented for purposes 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. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statement of net assets available for benefits and the statement of changes in assets available for benefits is presented for purposes of additional analysis rather than to present the assets available for benefits and changes in assets available for benefits for each fund. The supplemental schedules 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. /s/ ERNST & YOUNG LLP October 2, 1998 Delco Remy America Salaried 401(k) Savings Plan Statement of Net Assets Available for Benefits, with Fund Information July 31, 1998 Fund Information VANGUARD VANGUARD FIDELITY VANGUARD FIDELITY FIDELITY TEMPLETON LOAN FUND MONEY FIXED BALANCED INDEX 500 EMERGING CONTRA FOREIGN MARKET INCOME FUND TRUST GROWTH FUND FUND PRIME SECURITIES FUND PORTFOLIO SHORT- RESERVES, TERM INC. CORPORATE PORTFOLIO ---------- ----------- ---------- ---------- ---------- --------- ---------- ---------- ASSETS: Investments, at fair value: $1,242,897 $ 188,747 $1,134,950 $2,959,157 $2,207,520 $ 434,092 $ 165,768 $ 343,315 Receivables: Participant contributions - - - - - - - - Net assets available for benefits $1,242,897 $ 188,747 $1,134,950 $2,959,157 $2,207,520 $ 434,092 $ 165,768 $ 343,315 ========== =========== ========== ========== ========== ========= ========== ========== TEMPORARY TOTAL FUND ---------- ---------- ASSETS: Investments, at fair value: $ - $8,676,446 Receivables: Participant contributions 19,285 19,285 Net assets available for benefits $ 19,285 $8,695,731 ========== ========== <FN> See accompanying notes. Delco Remy America Salaried 401(k) Savings Plan Statement of Net Assets Available for Benefits, with Fund Information July 31, 1997 Fund Information VANGUARD FIDELITY VANGUARD FIDELITY FIDELITY VANGUARD FIXED BALANCED INDEX 500 EMERGING CONTRA FUND MONEY INCOME FUND TRUST GROWTH MARKET SECURITIES FUND PRIME SHORT-TERM PORTFOLIO CORPORATE RESERVES, INC. PORTFOLIO --------------- ----------- --------- ---------- ---------- ------------ ASSETS: Investments, at fair value: $ 1,066,948 $ 144,390 $ 862,378 $1,727,353 $1,380,904 $ 193,721 Receivables: Participant contributions 11,819 1,874 8,326 16,881 15,749 1,862 Employer matching contributions 2,941 344 1,477 3,107 2,971 328 Interest on investments 25 172 - - - - --------------- ----------- --------- ---------- ---------- ------------ 14,785 2,390 9,803 19,988 18,720 2,190 LIABILITIES: Refund of participant contributions payable - - - - - - --------------- ----------- --------- ---------- ---------- ------------ - - - - - - Net assets available for benefits $ 1,081,733 $ 146,780 $ 872,181 $1,747,341 $1,399,624 $ 195,911 =============== =========== ========= ========== ========== ============ TEMPLETON LOAN FUND TEMPORARY TOTAL FOREIGN FUND FUND 												 ---------- ---------- ---------- ---------- ASSETS: Investments, at fair value: $ 176,737 $ 184,804 $ - $5,737,235 Receivables: Participant contributions 1,565 - 29,217 87,293 Employer matching contributions 272 - - 11,440 Interest on investments - - - 197 ---------- ---------- ---------- ---------- 1,837 - 29,217 98,930 LIABILITIES: Refund of participant contributions payable - - 13,568 13,568 ---------- ---------- ---------- ---------- - - 13,568 13,568 Net assets available for benefits $ 178,574 $ 184,804 $ 15,649 $5,822,597 ========== ========== ========== ========== <FN> See accompanying notes. Delco Remy America Salaried 401(k) Savings Plan Statement of Changes in Net assets Available for Benefits, with Fund Information Year ended July 31, 1998 Fund Information VANGUARD VANGUARD FIDELITY VANGUARD FIDELITY FIDELITY MONEY FIXED BALANCED INDEX 500 EMERGING CONTRA FUND MARKET INCOME FUND TRUST GROWTH FUND PRIME SECURITIES PORTFOLIO SHORT-TERM RESERVES, INC. CORPORATE PORTFOLIO --------------- ------------ ---------- ---------- ------------ ------------ Additions: Employee voluntary contributions $ 216,650 $ 38,453 $ 194,154 $ 453,995 $ 385,359 $ 81,132 Company contributions 99,602 16,228 69,774 158,330 146,922 35,607 Rollover contributions 24,041 9,729 2,017 59,431 20,910 11,694 Interest and dividends 60,427 9,858 112,797 47,489 297,919 58 ---------------- ------------ ----------- ---------- ------------- ------------ Total additions 400,720 74,268 378,742 719,245 851,110 128,491 Deductions: Benefits paid to participants 169,047 3,140 26,647 48,737 91,290 1,573 Administrative expenses 2,729 396 2,419 5,588 4,042 - ---------------- ------------ ----------- ---------- ------------- ------------ Total deductions 171,776 3,536 29,066 54,325 95,332 1,573 ---------------- ------------ ----------- ---------- ------------- ------------ 228,944 70,732 349,676 664,920 755,778 126,918 Interfund transfers (67,780) (28,717) (108,538) 171,818 (48,621) 51,730 Net appreciation (depreciation) in fair value of investments - (48) 21,631 375,078 100,739 59,533 ---------------- ------------ ----------- ---------- ------------- ------------ Net increase 161,164 41,967 262,769 1,211,816 807,896 238,181 Net assets available for benefits: Beginning of year 1,081,733 146,780 872,181 1,747,341 1,399,624 195,911 End of year $ 1,242,897 $ 188,747 $1,134,950 $2,959,157 $ 2,207,520 $ 434,092 ================ ============ =========== ========== ============= ============ TEMPLETON LOAN FUND TEMPORARY TOTAL FOREIGN FUND FUND 									 ---------- ---------- ---------- ---------- Additions: Employee voluntary contributions $ 60,136 $ - $ 19,285 $1,449,164 Company contributions 23,451 - - 549,914 Rollover contributions 9,295 - - 137,117 Interest and dividends 16,266 21,379 - 566,193 ----------- ---------- ----------- ---------- Total additions 109,148 21,379 19,285 2,702,388 Deductions: Benefits paid to participants 2,929 2,278 - 345,641 Administrative expenses - - - 15,174 ----------- ---------- ----------- ---------- Total deductions 2,929 2,278 - 360,815 ----------- ---------- ----------- ---------- 106,219 19,101 19,285 2,341,573 Interfund transfers (93,653) 139,410 (15,649) - Net appreciation (depreciation) in fair value of investments (25,372) - - 531,561 ----------- ---------- ----------- ---------- Net increase (12,806) 158,511 3,636 2,873,134 Net assets available for benefits: Beginning of year 178,574 184,804 15,649 5,822,597 ----------- ---------- End of year $ 165,768 $ 343,315 $ 19,285 $8,695,731 =========== ========== =========== ========== <FN> See accompanying notes. Delco Remy America Salaried 401(k) Savings Plan Statement of Changes in Net assets Available for Benefits, with Fund Information Year ended July 31, 1997 Fund Information VANGUARD VANGUARD FIDELITY VANGUARD FIDELITY FIDELITY MONEY FIXED BALANCED INDEX 500 TRUST EMERGING CONTRA MARKET PRIME INCOME FUND GROWTH FUND PORTFOLIO SECURITIES FUND RESERVES, INC. SHORT-TERM CORPORATE PORTFOLIO ---------------- ------------ ---------- ---------------- ----------- --------- Additions: Employee voluntary contributions $ 307,393 $ 46,507 $ 191,518 $ 361,319 $ 384,269 $ 37,136 Company contributions 66,120 6,041 28,736 56,888 62,116 4,520 Rollover contributions 36,218 91,172 46,419 126,807 99,544 77,793 Interest and dividends 50,860 8,444 28,314 20,531 297 - ---------------- ------------ ---------- ---------------- ----------- --------- Total additions 460,591 152,164 294,987 565,545 546,226 119,449 Deductions: Benefits paid to participants 36,092 27,681 51,302 70,273 48,673 783 Administrative expenses 2,169 301 1,412 2,364 2,308 - Participant contribution refunds - - - - - - ---------------- ------------ ---------- ---------------- ----------- --------- Total deductions 38,261 27,982 52,714 72,637 50,981 783 ---------------- ------------ ---------- ---------------- ----------- --------- 422,330 124,182 242,273 492,908 495,245 118,666 Interfund transfers (220,880) (80,346) (5,123) 227,208 (191,717) 46,794 Net appreciation (depreciation) in fair value of investments - 2,190 164,377 454,076 329,661 30,451 ---------------- ------------ ---------- ---------------- ----------- --------- Net increase 201,450 46,026 401,527 1,174,192 633,189 195,911 Net assets available for benefits: Beginning of year 880,283 100,754 470,654 573,149 766,435 - End of year $ 1,081,733 $ 146,780 $ 872,181 $ 1,747,341 $1,399,624 $ 195,911 ================ ============ ========== ================ =========== ========= TEMPLETON LOAN FUND TEMPORARY TOTAL FOREIGN FUND FUND ---------- ---------- ----------- ---------- Additions: Employee voluntary contributions $ 20,791 $ - $ 29,217 $1,378,150 Company contributions 2,905 - - 227,326 Rollover contributions 9,878 - - 487,831 Interest and dividends 313 8,271 - 117,030 ---------- ---------- ----------- ---------- Total additions 33,887 8,271 29,217 2,210,337 Deductions: Benefits paid to participants 581 - - 235,385 Administrative expenses - - - 8,554 Participant contribution refunds - 13,568 13,568 ---------- ---------- ----------- ---------- Total deductions 581 - 13,568 257,507 ---------- ---------- ----------- ---------- 33,306 8,271 15,649 1,952,830 Interfund transfers 130,090 130,432 (36,458) - Net appreciation (depreciation) in fair value of investments 15,178 - - 995,933 ---------- ---------- ----------- ---------- Net increase 178,574 138,703 (20,809) 2,948,763 Net assets available for benefits: Beginning of year - 46,101 36,458 2,873,834 ----------- ---------- End of year $ 178,574 $ 184,804 $ 15,649 $5,822,597 ========== ========== =========== ========== <FN> See accompanying notes. Delco Remy America Salaried 401(k) Savings Plan Notes to Financial Statements July 31, 1998 1. Significant Accounting Policies Investments Investments are maintained at Keycorp Investment Management and Trust Services ("Trustee"). Investments in mutual funds are valued at the quoted market price as of the most recent valuation date at the end of the year. Dividends on mutual funds are recorded as investment income on the date received. Investment options, which invest in mutual funds as described below, are available to participants as follows: Vanguard Money Prime Portfolio Reserves, Inc.- This fund invests in -------------------------------------------------- Treasury Bills, commercial paper, certificates of deposit and other short-term securities with an average maturity of less than four months. Vanguard Fixed Income SecuritiesShort-termCorporate Portfolio- This fund ---------------------------------------------------------------- invests in high quality, short-term bonds with an average maturity between one and three years. FidelityBalanced Fund - This fund invests in common stocks and corporate, ---------------------- government and agency bonds. Vanguard Index500Trust - This fund invests in common stocks of large ----------------------- companies. Fidelity Emerging Growth Fund - This fund invests primarily in stocks of -------------------------------- developing companies that have demonstrated or are expected to achieve rapid growth in earnings and/or revenues. Delco Remy America Salaried 401(k) Savings Plan Notes to Financial Statements 1. Significant Accounting Policies (continued) Fidelity Contra Fund- This fund invests primarily in stocks of smaller ---------------------- companies that are undervalued. Templeton Foreign Fund - This fund invests primarily in stocks of ------------------------ international companies consisting of bonds and other long term debt instruments. The Temporary Fund serves an administrative function that temporarily holds funds received into the Plan but not yet specifically allocated into the appropriate investment fund due to timing. Interest earned in this fund is allocated back to the other funds. Administrative Expenses Cash management fees are paid by the Plan. All other administrative expenses are paid by Delco Remy America, Inc. ( "Company"). Use of Estimates 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. 2. Description of the Plan The Plan is a defined contribution plan which was established effective August 1, 1994 to provide retirement and other benefits to participants. The Plan covers substantially all salaried employees of the Company, who have completed 90 days of employment with the Company (six months prior to January 1, 1998). Salaried employees who transferred from General Motors Corporation ("GM") with more than six months of continuous employment with GM are eligible for participation in the Plan on the date of transfer (or active employment) with the Company. The Plan is subject to the provisions of ERISA. Participants may make voluntary pre-tax and after-tax contributions to their account through periodic payroll deductions at rates from 1% to 15% of their base salary. In addition, participants may elect to contribute 100% of their share of the Company profit sharing distribution. The sum of the annual pre-tax contributions and profit sharing contributions per participant for the year cannot exceed the maximum contribution limitations established annually by the Internal Revenue Service. Delco Remy America Salaried 401(k) Savings Plan Notes to Financial Statements 2. Description of the Plan (continued) The Company makes matching contributions of 50% of the sum of the pre-tax contributions and after-tax contributions made by each participant, not to exceed 6% of the base salary of the participant. The Board of Directors of the Company determines the amount of nonelective contributions, if any, that the Company will contribute each year. In addition, the Company makes monthly Retiree Medical Contributions equal to 2% of the base salary of the participants. Participants are vested at all times in their pre-tax, after-tax, rollover, and nonelective contributions. Participants are vested in Company matching contributions and Retiree Medical Contributions after completing five years of service with the Company, retirement, death, or age 65. Participants may designate that their contributions be deposited in any of seven investment options designated by the Plan administrator. Participants are entitled to benefits beginning at normal retirement, early retirement or death. Participants may choose one lump sum payment or a series of monthly installments (if the participant's account balance exceeds $3,500) in a dollar amount elected by the participant. Upon termination of employment, the participant's vested account balance becomes payable. If the participant's vested account balance exceeds $3,500, such distribution cannot be made without the participant's consent. The balance of forfeited nonvested accounts was not material as of July 31, 1998 and 1997, and will be used to reduce future employer contributions. Participants may make a complete or partial hardship withdrawal of their pre-tax contributions, supplemental and rollover account balance, excluding earnings allocated to such accounts. The withdrawal must be necessary in light of immediate and heavy financial needs of the participant as defined by IRS regulations. The withdrawal may not exceed the immediate heavy financial need of the participant, and the participant must have obtained all other available distributions. During the twelve months following a hardship withdrawal, pre-tax contributions, after-tax contributions, profit sharing contributions and employee contributions under any other plan maintained by the Company are suspended. In addition, participants may withdraw all or part of their after-tax contributions. The minimum withdrawal of after-tax contributions is $500. Participants may borrow from their accounts a minimum loan of $1,000 up to a maximum of the lesser of $50,000 or one-half of the vested account balance. PAGE Delco Remy America Salaried 401(k) Savings Plan Notes to Financial Statements 2. Description of the Plan (continued) Loans bear interest at a rate of 1% above the Trustee's prime lending rate. Payments on the outstanding loans must be made at least quarterly and the repayment period can range from six months to five years, unless the loan is for the purchase or construction of the participant's principle residence, in which case the repayment period is ten years. In the event that a loan is not repaid within the appropriate repayment period, the participant will be deemed to have received a distribution from his account equal to the remaining principal balance and accrued interest outstanding. The Company has the right to amend or terminate the Plan at any time. The Company has the right to suspend contributions to the Plan at any time, whether permanently or temporarily for any length of time. More detailed information concerning the Plan may be found by consulting the Summary Plan Description which is available from the Plan Administrator. 3. Investments All investment information disclosed in the accompanying financial statements and schedules in total and by fund, including investments held at July 31, 1998 and 1997, interest and dividends and net appreciation (depreciation) in fair value of investments for the years ended July 31, 1998 and 1997, were obtained or derived from information supplied to the plan administrator and certified as complete and accurate by Keycorp Investment Management and Trust Services, the trustee. During the years ended July 31, 1998 and 1997 the Plan's investments in the various funds (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as presented in the following table. The fair value of individual investments that represent 5% or more of plan assets are separately identified. PAGE Delco Remy America Salaried 401(k) Savings Plan Notes to Financial Statements 3. Investments (continued) Net Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year --------------- -------------- Year ended July 31 1998: Fair value as determined by quoted market prices: Mutual funds: Vanguard Money Market Prime Portfolio Reserves, Inc. $ - $ 1,242,897 Fidelity Emerging Growth Fund 100,739 2,207,520 Fidelity Balanced Fund 21,631 1,134,950 Vanguard Index 500 Trust 375,078 2,959,157 Vanguard Fixed Income Securities Short-term Corporate Portfolio Fund (48) 188,747 Fidelity Contra Fund 59,533 434,092 Templeton Foreign Fund (25,372) 165,768 Fair value estimated: Participant Loans - 343,315 $ 531,561 $ 8,676,446 =============== ============== Year ended July 31 1997: Fair value as determined by quoted market prices: Mutual funds: Vanguard Money Market Prime Portfolio Reserves, Inc. $ - $ 1,066,948 Fidelity Emerging Growth Fund 329,661 1,380,904 Fidelity Balanced Fund 164,377 862,378 Vanguard Index 500 Trust 454,076 1,727,353 Vanguard Fixed Income Securities Short-term Corporate Portfolio 2,190 144,390 Fidelity Contra Fund 30,451 193,721 Templeton Foreign Fund 15,178 176,737 Fair value estimated: Participant Loans - 184,804 --------------- -------------- $ 995,933 $ 5,737,235 =============== ============== PAGE Delco Remy America Salaried 401(k) Savings Plan Notes to Financial Statements 4. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated November 1, 1996 stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 5. Year 2000 (unaudited) The Plan Sponsor has developed a plan to modify its internal information technology to be ready for the year 2000 and has begun converting critical data processing systems. The project also includes determining whether third party service providers have reasonable plans in place to become year 2000 compliant. The Plan Sponsor currently expects the project to be substantially complete by early 1999. The Plan Sponsor does not expect this project to have a significant effect on plan operations. 6. Subsequent Event The Company has elected to combine the assets of the Plan with the assets of seven other companies' plans effective January 1, 1999. At this time, all Plan assets will be forwarded to a new trustee and the plan year end will become December 31. Schedules 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 											 							 PAGE Delco Remy America Salaried 401(k) Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes July 31, 1998 EIN: 35-1909405 Plan Number: 001 (b) (c) (d) (e) Identity of Issue, Borrower, Lessor, Description of Investment Cost Current Value or Similar Party Including Maturity Date, Rate of Interest, Par or Maturity Value Mutual funds: Vanguard Money Market Prime Portfolio Reserves, Inc. 1,240,131 units $ 1,242,897 $ 1,242,897 Fidelity Emerging Growth Fund 74,405 units 1,862,286 2,207,520 Fidelity Balanced Fund 67,997 units 982,779 1,134,950 Vanguard Index 500 Trust 28,358 units 2,212,799 2,959,157 Vanguard Fixed Income Securities Short-term Corporate Portfolio 17,389 units 187,616 188,747 Fidelity Contra Fund 24,676 units 355,858 434,092 Templeton Foreign Fund 16,412 units 176,137 165,768 7,020,372 8,333,131 Participant loans Terms from 1 to 5 years with interest rates ranging from 9.25% to 10% - 343,315 $ 7,020,372 $ 8,676,446 Delco Remy America Salaried 401(k) Savings Plan Line 27d - Schedule of Reportable Transactions Year ended July 31, 1998 EIN: 35-1909405 Columns (e) and (f) not used as they are not applicable. Plan Number: 001 (A) (B) (C) (D) (G) (H) (I) CURRENT VALUE OF ASSET ON PURCHASE SELLING COST TRANSACTION NET IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE OF ASSET DATE GAIN (LOSS) - ------------------------------ --------------------- ----------- --------- ----------- ------------- ------------ Category (iii) - ------------------------------ Vanguard Money Market Prime Portfolio Reserves, Inc. Mutual Fund Purchases $ 640,332 $ - $ 640,332 $ 640,332 $ - Sales - 462,251 462,251 462,251 - Fidelity Emerging Growth Fund Mutual Fund Purchases 1,066,952 - 1,066,952 1,066,952 - Sales - 344,720 301,636 344,720 43,084 Fidelity Balanced Fund Mutual Fund Purchases 431,255 - 431,255 431,255 - Sales - 182,439 159,912 182,439 22,527 Vanguard Index 500 Trust Mutual Fund Purchases 1,174,590 - 1,174,590 1,174,590 - Sales - 328,340 243,353 328,340 84,987 Fidelity Contra Fund Mutual Fund Purchases 237,584 - 237,584 237,584 - Sales - 57,019 47,961 57,019 9,058 EB Money Market Fund Mutual Fund Purchases 346,528 - 346,528 346,528 - Sales - 346,528 346,528 346,528 - <FN> Category: (i) Single transactions in cess of 5% of plan assets. (ii) Series of transactions other than securities transactions. (iii) Series of securities transactions. (iv) Transactions with or in conjunction with a person if any single transaction with that person was in excess of 5%. Note: there were no category (i),(ii) or (iv) transactions.