================================================================================
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
for the year ended December 31, 1998
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
-------------------------------------------
(Full title of the Plan)
TRUMP HOTELS AND CASINO RESORTS, INC.
------------------------------------------------------------
(Name of Issuer of the securities held pursuant to the Plan)
2500 Boardwalk
Atlantic City, New Jersey 08401
--------------------------------------
(Address of principal executive office)
================================================================================
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
-------------------------------------------
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
-----------------------------------------------------
TOGETHER WITH
-------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
-------------------------------------------
INDEX
-----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statements of Net Assets Applicable to Participants' Equity as of December 31,
1998 and 1997
Statement of Changes in Net Assets Applicable to Participants' Equity for the
Year Ended December 31, 1998
Notes to Financial Statements
SUPPLEMENTAL SCHEDULES:
I -- Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1998
II -- Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1998
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Benefits Committee of the
Trump Taj Mahal Hotel & Casino Savings Plan:
We have audited the accompanying statements of net assets applicable to
participants' equity of the Trump Taj Mahal Hotel & Casino Savings Plan (the
"Plan") as of December 31, 1998 and 1997, and the related statement of changes
in net assets applicable to participants' equity for the year ended December 31,
1998. These financial statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules 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 applicable to participants' equity of the
Plan as of December 31, 1998 and 1997, and the changes in its net assets
applicable to participants' equity for the year ended December 31, 1998, 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 of assets held
for investment purposes and reportable transactions 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 applicable to participants' equity and the statement of
changes in net assets applicable to participants' equity is presented for
purposes of additional analysis rather than to present the net assets applicable
to participants' equity and the changes in net assets applicable to
participants' equity 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.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 10, 1999
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
-------------------------------------------
STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
-----------------------------------------------------------
AS OF DECEMBER 31, 1998 AND 1997
--------------------------------
1998 1997
----------- -----------
ASSETS:
Investments at market value (Notes 1 and 3)-
Pacific Fund $ 3,724,226 $ 3,808,773
Federal Securities Fund 2,866,536 2,672,806
Capital Fund 8,640,826 8,025,505
Basic Value Fund 10,969,026 8,792,558
Growth Fund 3,277,857 4,114,370
Global Allocation Fund 707,556 608,647
Templeton Foreign Fund 569,041 404,324
MFS Emerging Growth Fund 2,012,664 714,049
Davis New York Venture Fund 3,561,101 1,773,646
Delaware Trend Fund 1,667,493 1,285,887
Trump Hotels & Casino Resorts, Inc. Common Stock 500,100 281,587
Retirement Preservation Trust Fund 1,356,306 691,889
Ready Assets Trust Fund 6,156,665 5,847,880
Participants' Loans Receivable 4,857,430 4,317,674
Other (622,241) 86
Receivables-
Contributions Receivable from Plan Sponsor 475,386 0
Contributions Receivable from Participants 469,480 233,719
----------- -----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY $51,189,452 $43,573,400
=========== ===========
The accompanying notes to financial statements are an integral part of these statements.
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
-------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
----------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
Federal Global
Pacific Securities Capital Basic Growth Allocation
Fund Fund Fund Value Fund Fund Fund
---------- ---------- ---------- ----------- ---------- -----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
beginning of year $3,808,773 $2,672,806 $8,025,505 $ 8,792,558 $4,114,370 $608,647
---------- ---------- ---------- ----------- ---------- --------
Contributions-
Participants 509,073 325,483 948,128 1,131,331 810,516 163,418
Plan Sponsor (net of forfeitures) 152,106 104,780 290,577 349,474 240,069 50,481
Participant Rollovers 1,738 18,381 4,717 9,178 33,743 4,360
---------- ---------- ---------- ----------- ---------- --------
Total contributions 662,917 448,644 1,243,422 1,489,983 1,084,328 218,259
Dividend income 151,840 159,160 532,686 838,473 65,994 77,727
Interest income 41,311 23,653 72,722 74,553 40,435 4,453
Realized/unrealized appreciation
(depreciation) of investments 161,280 9,117 (53,536) 192,390 (1,076,574) (74,498)
Distributions to participants (208,298) (202,635) (474,008) (573,758) (190,788) (32,439)
Loans issued to participants (242,108) (185,682) (563,370) (512,377) (251,390) (53,011)
Loan principal repayments 209,979 111,611 359,640 381,370 223,018 29,289
Transfers from (to) related plans 358 (775) (52,961) (39,879) 82,185 (2,118)
Interfund transfers (net) (861,826) (169,363) (449,274) 325,713 (813,721) (68,753)
Administrative expenses 0 0 0 0 0 0
---------- ---------- ---------- ----------- ---------- --------
Increase (decrease) in net assets (84,547) 193,730 615,321 2,176,468 (836,513) 98,909
---------- ---------- ---------- ----------- ---------- --------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
end of year $3,724,226 $2,866,536 $8,640,826 $10,969,026 $3,277,857 $707,556
========== ========== ========== =========== ========== ========
Trump
Hotels &
MFS Davis Casino
Templeton Emerging New York Delaware Resorts, Retirement
Foreign Growth Venture Trend Inc. Preservation
Fund Fund Fund Fund Common Stock Trust Fund
---------- ---------- ---------- ---------- ----------- ------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
beginning of year $404,324 $ 714,049 $1,773,646 $1,285,887 $281,587 $ 691,889
-------- ---------- ---------- ---------- --------- ----------
Contributions-
Participants 156,292 323,025 570,593 257,443 61,574 220,371
Plan Sponsor (net of forfeitures) 50,255 99,465 167,836 77,812 18,830 75,112
Participant Rollovers 744 0 0 933 0 284
-------- ---------- ---------- ---------- --------- ----------
Total contributions 207,291 422,490 738,429 336,188 80,404 295,767
Dividend income 59,206 16,851 81,367 201,834 0 54,634
Interest income 8,374 15,805 29,751 15,675 5,832 9,755
Realized/unrealized appreciation
(depreciation) of investments (88,500) 252,400 290,662 (13,033) (175,448) 0
Distributions to participants (29,206) (24,290) (62,311) (64,709) (24,891) (292,029)
Loans issued to participants (55,803) (80,072) (187,607) (108,043) (8,622) (138,086)
Loan principal repayments 52,515 81,476 162,558 94,256 29,638 61,883
Transfers from (to) related plans (3,518) (2,095) (5,534) (5,434) 703 6,040
Interfund transfers (net) 14,358 616,050 740,140 (75,128) 310,897 666,453
Administrative expenses 0 0 0 0 0 0
-------- ---------- ---------- ---------- --------- ----------
Increase (decrease) in net assets 164,717 1,298,615 1,787,455 381,606 218,513 664,417
-------- ---------- ---------- ---------- --------- ----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
end of year $569,041 $2,012,664 $3,561,101 $1,667,493 $500,100 $1,356,306
======== ========== ========== ========== ========= ==========
Ready Participants'
Assets Loans
Trust Fund Receivable Other Total
---------- ---------- ---------- -----------
>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
beginning of year $5,847,880 $4,317,674 $233,805 $43,573,400
---------- ---------- -------- -----------
Contributions-
Participants 815,391 0 85,616 6,378,254
Plan Sponsor (net of forfeitures) 210,416 0 0 1,887,213
Participant Rollovers 5,439 0 (542) 78,975
---------- ---------- -------- -----------
Total contributions 1,031,246 0 85,074 8,344,442
Dividend income 291,704 0 0 2,531,476
Interest income 70,180 0 3,802 416,301
Realized/unrealized appreciation
(depreciation) of investments 0 0 0 (575,740)
Distributions to participants (554,562) (271,136) 0 (3,005,060)
Loans issued to participants (651,884) 3,038,055 0 0
Loan principal repayments 401,295 (2,198,528) 0 0
Transfers from (to) related plans (21,686) (28,599) 0 (73,313)
Interfund transfers (net) (235,510) (36) 0 0
Administrative expenses (21,998) 0 (56) (22,054)
---------- ---------- -------- -----------
Increase (decrease) in net assets 308,785 539,756 88,820 7,616,052
---------- ---------- -------- -----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, $6,156,665 $4,857,430 $322,625 $51,189,452
end of year ========== ========== ======== ===========
The accompanying notes to financial statements are an integral part of this statement.
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
-------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) SUMMARY OF SIGNIFICANT
----------------------
ACCOUNTING POLICIES:
---------------------
Basis of Accounting-
--------------------
The accompanying financial statements of the Trump Taj Mahal Hotel &
Casino Savings Plan (the "Plan") have been prepared on the accrual basis
of accounting.
Plan Expenses-
--------------
Expenses related to the administration of the Plan have been paid by Trump
Taj Mahal Associates (the "Plan Sponsor"). These costs represent trustee
fees and professional services and amounted to approximately $47,000 in
1998.
Investments-
------------
The investments included in the statements of net assets applicable to
participants' equity are stated at market value. Market value, which is
equivalent to current value, is the unit valuation of the security at the
plan year-end as determined by Merrill Lynch Trust Company, the trustee of
the Plan (the "Trustee"). Accounting records are maintained on the accrual
basis, investment transactions are recorded on the trade date basis and
gains and losses are calculated based upon an aggregate participant cost
that is maintained on an average unit cost basis.
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 reported amount of net assets and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Reclassifications-
------------------
Certain reclassifications have been made to prior year financial
statements to conform to the current year presentation.
(2) PLAN DESCRIPTION:
-----------------
The following 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.
-2-
General-
--------
The Plan is a 401(k) Savings Plan, which was established by the Plan
Sponsor and became effective on January 1, 1989. All full or part-time
non-union employees become eligible for participation in the Plan on the
enrollment date immediately following the completion of 12 months of
service and the attainment of age 18.
The Plan is administered by a committee appointed by the Plan Sponsor
(the "Plan Administrator"). Merrill Lynch Trust Company was appointed as
the trustee of the Plan by the Plan Administrator.
Contributions-
--------------
Participants-
-------------
Non-highly compensated participants, as defined, are eligible to
voluntarily contribute to the Plan up to 15% of their annual
compensation (effective January 1, 1999, 20% of annual compensation),
as defined. Highly compensated participants, as defined, are eligible
to voluntarily contribute to the Plan up to 6% of their annual
compensation, as defined. Tax deferred contributions are subject to a
limit by the Internal Revenue Code. The 1998 limit was $10,000 per
participant. Contributions to the Plan are invested by the Trustee, as
designated by the participant, in increments of 5%.
Plan Sponsor-
-------------
The Plan Sponsor contributes to the Plan 50% of each participant's
contributions, not to exceed 3% of the participant's annual
compensation, as defined.
Participant Rollovers-
----------------------
The Plan permits eligible participants, as defined, to rollover cash or
other property acceptable to the Plan Administrator from another
qualified plan in addition to qualified voluntary participant
contributions.
Distributions to Participants-
------------------------------
Each participant has a fully vested interest in the amount of his or
her contributions together with the allocable Plan earnings.
Contributions from the Plan Sponsor vest based on the vesting schedule
described below. The full value of the participant's vested interest in
his or her account in the Plan will be distributed upon termination of
the participant's employment. The normal form of payment is by lump
sum; however, if a participant's vested benefit from all contributions
exceeds $5,000, a participant has the right to receive payment in equal
periodic monthly, quarterly, semi-annual or annual installments over a
period not to exceed ten years.
A participant may also withdraw all or part of his or her account upon
attainment of age 59-1/2 or financial hardship, as defined in the Plan.
Upon termination of employment prior to eligibility for retirement, a
participant is eligible to receive the vested balance in his or her
account. There were no payments due to participants who have requested
to withdraw their funds prior to December 31, 1998 or 1997.
-3-
Vesting-
--------
Voluntary contributions are fully vested at all times and are not
subject to forfeiture.
The Plan Sponsor's contributions vest based upon the participant's years
of continuous service as follows-
Years of Continuous Percentage Vested
Service
------------------------- ---------------------
Less than two years 0%
Two years 25%
Three years 50%
Four years 75%
Five years or more 100%
Forfeitures-
------------
The portion of a former participant's account which is not distributed
because of the vesting provision will reduce the amount of the Plan
Sponsor's future contributions. During 1998, $52,821 was used to reduce
Plan Sponsor contributions. As of December 31, 1998 and 1997, $28 and
$69 were available to reduce future Plan Sponsor contributions,
respectively.
Loans-
------
The Plan permits participants to borrow from their accounts at terms
established by the Plan Administrator. Participants may borrow up to the
lesser of $50,000 or 50% of their vested account balance for specific
reasons, as defined by the Plan. Each loan is secured by the borrower's
vested interest in the Plan and is subject to other requirements, as
defined. Interest on loans is charged at a rate that is comparable to
similar loans made by commercial lenders. Loans outstanding as of
December 31, 1998 had interest rates ranging from 8.75% to 9.50%. Loan
repayment terms range up to five years (fifteen years if the loan was
used to purchase a primary residence). A small administrative fee is
required to process all loans.
(3) INVESTMENTS:
------------
Participants can invest their funds in thirteen available investment
vehicles as described below-
Mutual Funds-
-------------
PACIFIC FUND - An overseas fund investing in equities of corporations
based in the Far East and Western Pacific geographic regions. This fund
provides a long-term objective of capital appreciation.
FEDERAL SECURITIES FUND - A securities fund investing in United States
Government agencies seeking a high current return.
CAPITAL FUND - Mutual fund investing in equity securities of undervalued
companies with the objective of seeking the highest total investment
return consistent with prudent risk.
BASIC VALUE FUND - Mutual fund investing in equity and debt securities
of companies with minimum financial benchmarks. This fund's objective is
to seek capital appreciation.
-4-
GROWTH FUND - Mutual fund investing in equity securities with the
objective of capital appreciation.
GLOBAL ALLOCATION FUND - Mutual fund investing in United States and
foreign equity, debt and money market securities with the objective of
capital appreciation.
TEMPLETON FOREIGN FUND - Mutual fund investing in virtually any type of
security in any country outside of the United States, in developed or
emerging markets. The fund's objective is long-term capital growth.
MFS EMERGING GROWTH FUND - Mutual fund investing in small and medium
sized companies with growth rates expected to be well above the growth
rate of the overall economy and the rate of inflation.
DAVIS NEW YORK VENTURE FUND - Mutual fund investing primarily in equity
securities of United States and foreign companies with the objective of
capital appreciation.
DELAWARE TREND FUND - Mutual fund investing in securities of financially
strong companies with the objective of achieving a moderate return with
limited risk.
Common Stock-
-------------
TRUMP HOTELS & CASINO RESORTS, INC. ("THCR") COMMON STOCK - This is
the common stock of the holding company that owns Trump Plaza Hotel &
Casino, Trump Taj Mahal Hotel & Casino, Trump Marina Hotel & Casino
and Trump Indiana Inc.
Money Market Funds-
-------------------
RETIREMENT PRESERVATION TRUST FUND - Fund investing in money market
funds that seek the highest current income, consistent with liquidity
and stability of principal, but investing in short-term money market
instruments.
READY ASSETS TRUST FUND - Fund investing in money market funds.
(4) TAX STATUS:
-----------
The Plan obtained its latest determination letter on August 18, 1994, which
covered all amendments through January 1, 1993, in which the Internal
Revenue Service stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code. The Plan has
been amended since receiving the determination letter. However, the Plan
Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, they believe that the Plan was qualified and the
related trust was tax exempt as of the financial statement date.
(5) PLAN TERMINATION:
-----------------
While the Plan Sponsor has not expressed any intent to terminate the Plan,
the Plan Sponsor may do so at any time subject to the provisions of the
Employee Retirement Income Security Act of 1974. In the event of
termination, each participant is entitled to the value of his or her
separate account.
-5-
(6) RELATED PARTY
-------------
TRANSACTIONS:
-------------
Certain Plan investments are shares of mutual funds managed by Merrill
Lynch. Merrill Lynch Trust Company is the Trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest.
Certain Plan investments include shares of THCR common stock ("Common
Stock") and, therefore, these transactions qualify as party-in-interest. As
of December 31, 1998 and 1997, the Plan holds Common Stock with a market
value of $500,100 and $281,587, respectively. During the year ended
December 31, 1998, Common Stock was acquired at a cost of $1,096,185; and
Common Stock was sold with an original cost basis of $702,603.
The Plan Sponsor has sister companies that also sponsor similar Savings
Plans. Transactions between the Plan and plans sponsored by the sister
companies are as follows-
Transfers out of the Trump Marina Hotel & Casino Savings
Plan, net ($3,277)
Transfers out of the Trump Taj Mahal Hotel & Casino Savings
Plan, net (73,313)
Transfers out of the Trump Plaza Hotel & Casino Savings
Plan, net (46,372)
Transfers to the Trump Casino Services Savings Plan, net 21,277
Transfers to the Trump Indiana Savings Plan, net 101,685
-----------
Net Related Plan Transfers $0
===========
(7) SUBSEQUENT EVENT:
-----------------
During 1999, the Trump Marina Hotel & Casino Savings Plan will merge with
the Plan. The Plan will be renamed the Trump Capital Accumulation Plan.
SCHEDULE I
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
-------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
EMPLOYER IDENTIFICATION #22-3136368, PLAN NUMBER 001
----------------------------------------------------
(b) Identity of issue, (c) Description of investment including
borrower, lessor or maturity date, rate of interest, collateral, (e) Market
(a) similar party par or maturity value (d) Cost Value
- --- -------------------- ---------------------------------------------- ----------- ------------
* Merrill Lynch Pacific Fund, Overseas Equity
Securities, 211,124 units of participation $ 4,158,089 $ 3,724,226
* Merrill Lynch Federal Securities Fund, U. S.
Government Agencies, 292,802
units of participation 2,828,636 2,866,536
* Merrill Lynch Capital Fund, Equity Securities,
251,114 units of participation 7,812,869 8,640,826
* Merrill Lynch Basic Value Fund, Equity and Debt
Securities, 288,507 units of participation 8,971,042 10,969,026
* Merrill Lynch Growth Fund, Equity Securities,
152,388 units of participation 3,950,786 3,277,857
* Merrill Lynch Global Allocation Fund, U. S. and
Foreign Equity and Debt Securities,
56,111 units of participation 801,438 707,556
Templeton Funds, Templeton Foreign Fund, Foreign
Inc. Equity and Debt Securities,
67,824 units of participation 676,376 569,041
MFS Funds MFS Emerging Growth Fund, Equity
Securities, 45,127 units of participation 1,735,492 2,012,664
Davis Funds, Inc. Davis New York Venture Fund,
Foreign Equity Securities,
142,387 units of participation 3,199,247 3,561,101
Delaware Group Delaware Trend Fund, Equity
Securities, 100,210 units of participation 1,617,539 1,667,493
----------- ------------
Total investment in mutual funds $35,751,514 $37,996,326
----------- ------------
-2-
SCHEDULE I
(continued)
(b) Identity of issue, (c) Description of investment including
borrower, lessor or maturity date, rate of interest, collateral, (e) Market
(a) similar party par or maturity value (d) Cost Value
- --- -------------------- ---------------------------------------------- ----------- ------------
** Trump Hotels & Trump Hotels & Casino Resorts,
Casino Resorts, Inc. Common Stock, 133,360
Inc. shares $ 784,474 $ 500,100
------------- ------------
* Merrill Lynch Retirement Preservation Trust
Fund, Money Market Funds,
1,356,306 units of participation 1,356,306 1,356,306
* Merrill Lynch Ready Assets Trust Fund, Money
Market Funds, 6,156,665 units of
participation 6,156,665 6,156,665
----------- ------------
Total investment in Money Market Funds 7,512,971 7,512,971
----------- ------------
Participants' Interest rates ranging from 8.75%
Loans to 9.50% and maturities ranging
from 1999 through 2013 4,857,430 4,857,430
----------- ------------
$48,906,389 $50,866,827
=========== ===========-
*Denotes party-in-interest
**Denotes related party
The accompanying notes to financial statements are an integral part of this schedule.
SCHEDULE II
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
-------------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998 (A)
----------------------------------------
EMPLOYER IDENTIFICATION #22-3136368, PLAN NUMBER 001
----------------------------------------------------
(c) Purchase
(a) Identity of Party Involved (b) Description of Asset Price (d) Selling Price (g) Cost of Asset
- ----------------------------- ------------------------------------- -------------- ----------------- -------------------
Merrill Lynch Pacific Fund-
440 Purchases $1,518,116 N/A $1,518,116
586 Sales N/A $1,717,867 1,936,309
Merrill Lynch Capital Fund-
554 Purchases 2,732,355 N/A 2,732,355
675 Sales N/A 1,966,322 1,766,019
Merrill Lynch Basic Value Fund-
604 Purchases 4,543,957 N/A 4,543,957
691 Sales N/A 2,473,942 2,151,335
Merrill Lynch Growth Fund-
511 Purchases 2,252,750 N/A 2,252,750
594 Sales N/A 1,997,416 2,153,034
MFS Funds MFS Emerging Growth Fund-
425 Purchases 1,704,501 N/A 1,704,501
389 Sales N/A 657,122 650,138
Davis Funds, Inc. Davis New York Venture Fund-
500 Purchases 3,260,861 N/A 3,260,861
475 Sales N/A 1,758,271 1,700,071
Merrill Lynch Retirement Preservation Trust Fund-
423 Purchases 2,330,683 N/A 2,330,683
338 Sales N/A 1,666,266 1,666,266
Merrill Lynch Ready Assets Trust Fund-
812 Purchases 3,959,935 N/A 3,959,935
609 Sales N/A 3,651,150 3,651,150
Merrill Lynch Loan Fund-
229 Purchases 3,047,255 N/A 3,047,255
159 Sales N/A 2,057,499 2,507,499
(h) Current Value of
Asset (i) Net Gain
(a) Identity of Party Involved on Transaction Date (Loss)
- ----------------------------- -------------------------- -----------------
Merrill Lynch
$1,518,116 N/A
1,717,867 ($218,442)
Merrill Lynch
2,732,355 N/A
1,966,322 200,303
Merrill Lynch
4,543,957 N/A
2,473,942 322,607
Merrill Lynch
2,252,750 N/A
1,997,416 (155,618)
MFS Funds
1,704,501 N/A
657,122 6,984
Davis Funds, Inc.
3,260,861 N/A
1,758,271 (58,200)
Merrill Lynch
2,330,683 N/A
1,666,266 0
Merrill Lynch
3,959,935 N/A
3,651,150 0
Merrill Lynch
3,047,255 N/A
2,507,499 0
(A) Reportable transactions are those purchases and sales of the same security
which, individually or in the aggregate, exceed 5% of Plan assets at
January 1, 1998.
The accompanying notes to financial statements are an integral part of this schedule.