1
EXHIBIT 99.02
KELLOGG COMPANY SALARIED
SAVINGS AND INVESTMENT PLAN
ANNUAL REPORT ON FORM 11-K
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1994
2
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 and Exchange
Act of 1934 (Fee required)
For the fiscal year ended OCTOBER 31, 1994
OR
/ / Transition report pursuant to Section 15(d) of the Securities and
Exchange Act of 1934 (No fee required)
For the transition period from _______________ to _______________
Commission file number 1-4171
A. Full title of the plan and the address of the Plan, if
different from that of the issuer named below:
KELLOGG COMPANY SALARIED SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
KELLOGG COMPANY
ONE KELLOGG SQUARE
BATTLE CREEK, MICHIGAN 49016-3599
3
KELLOGG COMPANY SALARIED
SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS
AND SCHEDULES
OCTOBER 31, 1994
4
KELLOGG COMPANY SALARIED
SAVINGS AND INVESTMENT PLAN
INDEX TO OCTOBER 31, 1994 FINANCIAL STATEMENTS
PAGE
Report of independent accountants 1
Financial statements as of October 31, 1994
and 1993 and for the year ended October 31, 1994:
Statement of assets available for benefits 2-3
Statement of changes in assets available
for benefits 4
Notes to financial statements 5-10
Schedules as of and for the year ended October 31, 1994:
Schedule of assets held outside the master trust 11
Schedule of reportable transactions 12
5
REPORT OF INDEPENDENT ACCOUNTANTS
To the ERISA Finance Committee
and Participants of the Kellogg Company
Salaried Savings and Investment Plan
In our opinion, the accompanying statements of assets available for benefits
and the related statement of changes in assets available for benefits present
fairly, in all material respects, the assets available for benefits of the
Kellogg Company Salaried Savings and Investment Plan at October 31, 1994 and
1993, and the changes in assets available for benefits for the year ended
October 31, 1994, in conformity with generally accepted accounting principles.
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 of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included on
pages 11 and 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The fund information in the statements of 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 plan benefits and changes in assets available for benefits of
each fund. The additional information and the fund information have been
subjected to the auditing procedures applied in the audit 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.
PRICE WATERHOUSE LLP
Battle Creek, Michigan
March 3, 1995
6
KELLOGG COMPANY SALARIED 2
SAVINGS AND INVESTMENT PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
OCTOBER 31, 1994
FIXED COMPANY
LOAN BOND INCOME EQUITY STOCK
TOTAL FUND FUND FUND FUND FUND
ASSETS:
Receivables:
Employer contributions $ 391,817 $ - $ 14,237 $ 162,273 $ 68,377 $ 146,930
Employee contributions 96 96
Interest 76,387 4 76,383
--------- --------- --------- ---------- --------- ----------
Total receivables 468,300 14,241 238,752 68,377 146,930
--------- --------- --------- ---------- --------- ----------
Investments:
Plan's interest in Master Trust 93,050,541 5,359,818 3,778,593 33,849,932 50,062,198
Guaranteed investment contracts 255,403,672 255,403,672
Loans to participants 3,465,644 3,465,644
TBC Pooled Funds Daily Liquidity 14,702 14,702
----------- --------- --------- ----------- ---------- ----------
Total investments 351,934,559 3,465,644 5,359,818 259,196,967 33,849,932 50,062,198
----------- --------- --------- ----------- ---------- ----------
Assets available for benefits $352,402,859 $3,465,644 $5,374,059 $259,435,719 $33,918,309 $50,209,128
============ ========== ========== ============ =========== ===========
See accompanying notes to financial statements
7
KELLOGG COMPANY SALARIED 3
SAVINGS AND INVESTMENT PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
OCTOBER 31, 1993
FIXED COMPANY
BOND INCOME EQUITY STOCK
TOTAL FUND FUND FUND FUND
Receivables:
Employer contributions $ 374,141 $ 16,411 $ 134,963 $ 62,702 $ 160,065
Interest 557 557
------------ ---------- ------------ ----------- -----------
Total receivables 374,698 16,411 135,520 62,702 160,065
------------ ---------- ------------ ----------- -----------
Investments:
Plan's interest in Master Trust 109,106,939 6,631,239 18,378,075 29,881,522 54,216,103
Guaranteed investment contracts 218,679,509 218,679,509
TBC Pooled Funds Daily Liquidity 206,573 4 206,530 25 14
------------ ---------- ------------ ----------- -----------
Total investments 327,993,021 6,631,243 237,264,114 29,881,547 54,216,117
------------ ---------- ------------ ----------- -----------
Assets available for benefits $328,367,719 $6,647,654 $237,399,634 $29,944,249 $54,376,182
============ ========== ============ =========== ===========
See accompanying notes to financial statements
8
KELLOGG COMPANY SALARIED 4
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
OCTOBER 31, 1994
FIXED COMPANY
LOAN BOND INCOME EQUITY STOCK
TOTAL FUND FUND FUND FUND FUND
Contributions:
Employer $ 5,615,849 $ - $ 208,302 $ 2,505,813 $ 912,145 $ 1,989,589
Employee 12,104,928 592,617 5,436,276 2,529,983 3,546,052
Loans repaid 986 986
Rollover from other qualified
plans 379,552 65,264 189,435 82,842 42,011
---------- ----------- ------- ---------- --------- ---------
Total contributions 18,101,315 866,183 8,132,510 3,524,970 5,577,652
---------- ----------- ------- ---------- --------- ---------
Earnings on Investments:
Plan's interest in income of
Master Trust 4,760,300 (273,951) 426,741 1,406,088 3,201,422
Interest income 18,068,101 4 18,043,986 24,109 2
Trustee fees (55,034) (1,053) (40,750) (5,158) (8,073)
Administrative fees (152,262) (2,092) (107,170) (26,613) (16,387)
---------- ----------- ------- ---------- --------- ---------
Total earnings on
investments, net 22,621,105 (277,092) 18,322,807 1,398,426 3,176,964
---------- ----------- ------- ---------- --------- ----------
Net transfers between funds 3,465,644 3,465,644 (1,600,206) 11,380,957 491,555 (10,272,306)
Participant withdrawals (16,811,843) (166,378) (14,092,518) (999,053) (1,553,894)
Loans to participants (3,466,631) (96,102) (1,721,630) (441,838) (1,207,061)
Net transfers between Plans 125,550 13,959 111,591
---------- ----------- ------- ---------- --------- -----------
Net increase (decrease) 24,035,140 3,465,644 (1,273,595) 22,036,085 3,974,060 (4,167,054)
Assets available for benefits at
beginning of year 328,367,719 6,647,654 237,399,634 29,944,249 54,376,182
----------- ---------- --------- ----------- ---------- ----------
Assets available for benefits at
end of year $352,402,859 $3,465,644 $5,374,059 $259,435,719 $33,918,309 $50,209,128
============ ========== ========== ============ =========== ===========
See accompanying notes to financial statements
9
KELLOGG COMPANY SALARIED 5
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accounts of the Kellogg Company Salaried Savings and Investment Plan
("the Plan") are maintained on the accrual basis. Expenses of
administration are paid by the Plan.
INVESTMENTS
All investments are reported at current quoted market values except for
guaranteed insurance contracts, which are reported at contract value and
represent contributions made plus interest at the contract rate. The
following investments exceeded five percent of the assets available for
benefits at October 31, 1994 and 1993:
INTEREST OCTOBER 31,
DESCRIPTION RATE 1994 1993
Morgan Bank GIC #40 9.37% $ 47,895,595 $ 43,792,261
John Hancock GAC #5917-10000 8.30% 33,910,889 47,398,082
John Hancock GAC #5917-10001 8.82% 52,274,469 47,831,482
Protective Life Ins. GIC #807-A 6.08% 17,769,730 16,786,338
Plan's interest in Master Trust Variable 93,050,541 109,106,939
ALLOCATION OF NET INVESTMENT INCOME TO PARTICIPANTS
Net investment income related to the respective investment options
described in Note 2 is allocated monthly to participant accounts in
proportion to their respective ownership at the beginning of the month.
2. PROVISIONS OF THE PLAN
PLAN ADMINISTRATION
The Plan is administered by the ERISA Administrative Committee appointed by
Kellogg Company.
PLAN PARTICIPATION
Generally, all salaried employees of Kellogg Company and its U.S.
subsidiaries are eligible to participate in the Plan.
10
KELLOGG COMPANY SALARIED 6
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
2. PROVISIONS OF THE PLAN (CONTINUED)
Subject to limitations prescribed by the Internal Revenue Service,
participants may elect to contribute from 1 percent to 15 percent of their
annual wages. Employee contributions not exceeding 5 percent of wages are
matched by Kellogg Company at an 80 percent rate, with 12.5 percent of the
Company match restricted for investment in the Kellogg Company stock fund.
Employees may contribute to the Plan from their date of hire; however, the
monthly contributions are not matched by the Company until the participant
has completed one year of service.
Participants of the Plan may elect to invest the contributions as well as
their account balances in an equity, bond, fixed income or Kellogg Company
stock fund or a combination thereof in multiples of one percent.
VESTING
Participant account balances are fully vested.
PARTICIPANT LOANS
Effective September 1, 1994, participants may borrow from their fund
accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000
or 50% of their account balance. Loan transactions are treated as
transfers between the Loan fund and the other funds. Loan terms range from
12 to 60 months. Interest is paid at a rate equal to one percent over the
prime rate. Principal and interest are paid ratably through monthly
payroll deductions.
PARTICIPANT DISTRIBUTIONS
Participants may elect to withdraw all or a portion of their contributions
made after October 31, 1978, plus related net investment income. The
withdrawal of any participant contributions which were not previously
subject to income tax under a Plan option effective January 1, 1983, is
restricted by Internal Revenue Service regulations. Under certain
circumstances and subject to approval by the Trustees, participants may
request withdrawal of a portion of Company contributions and their own
contributions made prior to November 1, 1978, including net investment
income thereon.
Participants who terminate employment before retirement, by reasons other
than death or disability, may remain in the Plan or receive payment of
their account balances in a lump sum. If the account balance is less than
$3,500 the terminated participant will receive the account balance in a
lump sum.
Participants are eligible to retire from the Company at age 62, upon
reaching 55 with 20 years of service, or after 30 years of service. Upon
retirement, disability, or death, a participant's account may be received
in a lump sum or installment payments.
11
KELLOGG COMPANY SALARIED 7
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
3. INCOME TAX STATUS
The Plan administrator has received a favorable letter from the Internal
Revenue Service regarding the Plan's qualification under applicable income
tax regulations as an entity exempt from federal income taxes.
4. MASTER TRUST
Assets of the Plan have been combined for investment purposes with assets
of the Kellogg Company American Federation of Grain Millers Savings and
Investment Plan and Kellogg Company sponsored pension plans in a Master
Trust.
The Plan has an undivided interest in the assets held in the Master Trust
in which interests are determined on the basis of cumulative funds
specifically contributed on behalf of the Plan adjusted for an allocation
of income. Such income allocation is based on the Plan's funds available
for investment during the year.
Master Trust assets held by the Plan and the Kellogg Company American
Federation of Grain Millers Savings and Investment Plan at October 31, 1994
and November 1, 1993 and the changes in assets for the period ended October
31, 1994 are as follows:
12
KELLOGG COMPANY
SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
4. MASTER TRUST (CONTINUED)
KELLOGG COMPANY SAVINGS AND INVESTMENT PLANS: FOR THE PLAN YEAR ENDED OCTOBER
31, 1994
SCHEDULE OF ASSETS AND LIABILITIES FOR MASTER TRUST INVESTMENT ACCOUNTS
SHORT TERM BOND FUND FIXED INCOME FUND
INVESTMENT ACCOUNT INVESTMENT ACCOUNT INVESTMENT ACCOUNT
11/1/93 10/31/94 11/1/93 10/31/94 11/1/93 10/31/94
------------------------ ----------------------- ----------------------
CASH/EQUIVALENTS:
Non-Interest Bearing $0 $2,615 $1,241,113 $0 $0 $0
Interest Bearing Cash $0 $0 $0 $149,329 $0 $0
Certificates of Deposit $0 $0 $0 $0 $0 $0
------------------------ ------------------------ ----------------------
TOTAL CASH/EQUIVALENTS $0 $2,615 $1,241,113 $149,329 $0 $0
------------------------ ------------------------ ----------------------
RECEIVABLES $2,800 $6,610 $169,592 $355,046 $810,567 $9
------------------------ ------------------------ ----------------------
GENERAL INVESTMENTS:
Long Term U.S. Gov't Securities $0 $0 $8,073,595 $6,909,396 $22,419,505 $0
Short Term U.S. Gov't Securities $0 $0 $0 $0 $7,067,866 $0
Long Term U.S. Municipal Securities $0 $0 $0 $0 $15,675,216 $0
Corporate Debt - Long Term $0 $0 $2,632,477 $1,816,556 $0 $0
Corporate Debt - Short Term $0 $0 $636,413 $90,822 $0 $0
Corporate Stocks - Preferred $0 $0 $0 $0 $0 $0
Corporate Stocks - Common $0 $0 $0 $0 $0 $0
Shares of Registered Investment Co. $0 $0 $0 $0 $0 $0
Value of Interest in Pooled Funds $36,821 $1,343,305 $119,119 $279,481 $8,601,784 $2,014
Guaranteed Investment Contracts $0 $0 $0 $0 $6,606,406 $7,200,983
------------------------ ------------------------- ------------------------
TOTAL INVESTMENTS $36,821 $1,343,305 $11,461,604 $9,096,255 $60,370,777 $7,202,997
------------------------ ------------------------- -------------------------
TOTAL ASSETS $39,621 $1,352,530 $12,872,309 $9,600,630 $61,181,344 $7,203,006
------------------------ -------------------------- -------------------------
PAYABLES $0 $0 $0 ($105,531) $0 $0
------------------------ -------------------------- --------------------------
TOTAL LIABILITIES $0 $0 $0 ($105,531) $0 $0
------------------------ -------------------------- --------------------------
NET ASSETS $39,621 $1,352,530 $12,872,309 $9,495,099 $61,181,344 $7,203,006
======================== ========================== ==========================
During the plan year:
Total costs of acquisitions of common stock $0 $0 $0
Total proceeds from dispositions of common stock $0 $0 $0
13
KELLOGG COMPANY 11
SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
4. MASTER TRUST (CONTINUED)
KELLOGG COMPANY SAVINGS AND INVESTMENT PLANS: FOR THE PLAN YEAR ENDED OCTOBER
31, 1994 SCHEDULE OF ASSETS AND LIABILITIES FOR MASTER TRUST INVESTMENT ACCOUNTS
EQUITY FUND COMPANY STOCK FUND
INVESTMENT ACCOUNT INVESTMENT ACCOUNT
------------------------ -----------------------
11/1/93 10/31/94 11/1/93 10/31/94
------- -------- ------- --------
CASH/EQUIVALENTS:
Non-Interest Bearing $0 $0 $0 $0
Interest Bearing Cash $0 $0 $0 $0
Certificates of Deposit $0 $0 $0 $0
----------- ----------- ------------ ------------
TOTAL CASH/EQUIVALENTS $0 $0 $0 $0
----------- ----------- ------------ ------------
RECEIVABLES $49 $221 $1,274 $4,188
----------- ----------- ------------ ------------
GENERAL INVESTMENTS:
Long Term U.S. Gov't Securities $0 $0 $0 $0
Short Term U.S. Gov't Securities $0 $0 $0 $0
Long Term U.S. Municipal Securities $0 $0 $0 $0
Corporate Debt - Long Term $0 $0 $0 $0
Corporate Debt - Short Term $0 $0 $0 $0
Corporate Stocks - Preferred $0 $0 $0 $0
----------- ----------- ------------ ------------
Corporate Stocks - Common $47,748,019 $52,686,114 $164,142,461 $155,887,191
----------- ----------- ------------ ------------
Shares of Registered Investment Co. $0 $0 $0 $0
----------- ----------- ------------ ------------
Value of Interest in Pooled Funds $17,861 $49,776 $1,461 $1,059,640
----------- ----------- ------------ ------------
Guaranteed Investment Contracts $0 $0 $0 $0
----------- ----------- ------------ ------------
TOTAL INVESTMENTS $47,765,880 $52,735,890 $164,143,922 $156,946,831
----------- ----------- ------------ ------------
TOTAL ASSETS $47,765,929 $52,736,111 $164,145,196 $156,951,019
----------- ----------- ------------ ------------
PAYABLES $0 $0 $0 $0
----------- ----------- ------------ ------------
TOTAL LIABILITIES $0 $0 $0 $0
----------- ----------- ------------ ------------
NET ASSETS $47,765,929 $52,736,111 $164,145,196 $156,951,019
=========== =========== ============ ============
During the plan year:
Total costs of acquisitions of
common stock $24,238,000 $15,551,457
Total proceeds from dispositions of
common stock $21,756,000 $29,132,650
14
KELLOGG COMPANY 12
SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
4. MASTER TRUST (CONTINUED)
KELLOGG COMPANY MASTER TRUST
FOR THE PLAN YEAR ENDED OCTOBER 31, 1994
SCHEDULE OF INCOME AND EXPENSES, CHANGES IN NET ASSETS
AND NET INCREASE (DECREASE) IN NET ASSETS OF MASTER TRUST INVESTMENT ACCOUNTS
SHORT TERM BOND FUND FIXED INCOME FUND EQUITY FUND COMPANY STOCK
INVESTMENT ACCOUNT ADVISORY ACCOUNT ADVISORY ACCOUNT ADVISORY ACCOUNT ADVISORY ACCOUNT
------------------ ---------------- ----------------- ---------------- ----------------
Transfer of Assets Into
Investment Account $177,677,120 $1,223,000 $13,738 $26,355,073 $11,523,034
Earnings on Investments
Interest $83,247 $802,017 $1,265,377 $1,743 $24,856
Dividends $0 $0 $0 $0 $3,929,011
Corporate Actions $0 $0 $0 $0 $0
Pooled Fund Distributions $0 $0 $0 $0 $0
Miscellaneous $0 $0 $0 $0 $0
Net Realized Gain/(Loss) $0 ($272,505) $2,155,134 $3,198,564 ($288,125)
------------ ---------- ---------- ----------- ------------
TOTAL ADDITIONS $177,760,367 $1,752,512 $3,434,249 $29,555,380 $15,188,776
------------ ---------- ---------- ----------- ------------
Transfer of Assets Out of
Investment Account ($176,447,458) ($4,073,400) ($54,983,152) ($23,820,000) ($28,074,662)
Fees and Commissions $0 ($12,223) ($67,168) ($24,489) $0
------------ ---------- ---------- ----------- ------------
TOTAL DISTRIBUTIONS ($176,447,458) ($4,085,623) ($55,050,320) ($23,844,489) ($28,074,662)
------------ ---------- ---------- ----------- ------------
Change in Unrealized Appreciation $0 ($1,044,028) ($2,362,267) ($740,709) $5,691,709
------------ ---------- ---------- ----------- ------------
NET CHANGE IN ASSETS $1,312,909 ($3,377,139) ($53,978,338) $4,970,182 ($7,194,177)
------------ ---------- ---------- ----------- ------------
NET ASSETS AT 10/31/93 $39,621 $12,872,238 $61,181,344 $47,765,929 $164,145,196
------------ ---------- ---------- ----------- ------------
NET ASSETS AT 10/31/94 $1,352,530 $9,495,099 $7,203,006 $52,736,111 $156,951,019
============ ========== ========== =========== ============
15
13
KELLOGG COMPANY SALARIED
SAVINGS AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD OUTSIDE THE MASTER TRUST AT OCTOBER 31, 1994
FORM 5500 - ITEM 27A
MARKET UNREALIZED
SECURITY DESCRIPTION COST PRICE VALUE GAIN/LOSS
TBC, Inc. Pooled Employee Funds
Daily Liquidity Fund $ 14,702 1.000 $ 14,702 $ -
Loans to participants 3,465,644 1.000 3,465,644
Brundage Story & Rose Managed
Synthetic GIC Fund Variable Rate 17,555,441 1.000 17,555,441
Morgan Bank GIC #40
9.37% 6/1/96 47,895,595 1.000 47,895,595
John Hancock GAC #5917-10000
8.30% 6/1/95 33,910,889 1.000 33,910,889
John Hancock GAC #5917-10001
8.82% 6/1/97 52,274,469 1.000 52,274,469
Protective Life Ins. GIC #807-A
6.08% 1/31/97 17,769,730 1.000 17,769,730
Provident Life GAC #627-05437-01A
6.24% 6/30/97 13,244,699 1.000 13,244,699
Protective Life Ins. GIC #893-A
4.86% 6/1/96 7,436,677 1.000 7,436,677
Provident Life GAC #627-05437-02A
4.60% 6/3/96 7,451,503 1.000 7,451,503
Principal Mutual GAC #4-11730-01
5.30% 12/1/98 7,848,968 1.000 7,848,968
Putnam Horizon Managed Synthetic
GIC Variable Rate 6/1/99 17,514,354 1.000 17,514,354
Peoples Security Ins Co #BDA00379FR
5.15% 12/1/97 8,194,170 1.000 8,194,170
Allstate Life Insurance GAC #5686
8.13% 12/1/98 5,004,426 1.000 5,004,426
Commonwealth Life #ADA00668FR
7.54% 6/1/98 14,298,523 1.000 14,298,523
John Hancock GAC #7606
7.87% 12/1/98 5,004,228 1.000 5,004,228
--------------- --------------- -----
$ 258,884,018 $ 258,884,018 $ -
=============== =============== =====
16
KELLOGG COMPANY SALARIED 14
SAVINGS AND INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FORM 5500 ITEM 27D(1)
CURRENT VALUE AT TRANSACTION DATE COST OF NET
NET NET SECURITIES REALIZED
IDENTITY OF ISSUE PURCHASE PRICE SALES PRICE SOLD GAIN
Protective Life Ins. GIC #893-A
4.86% 6/1/96 $ 11,580,632 $ 13,007,164 $ 13,007,164 $ -
Provident Life GAC #3702A
4.60% 6/3/96 11,504,600 12,949,494 12,949,494
John Hancock GAC 5917-10000
8.30% 6/1/95 3,861,796 17,348,990 17,348,990
Putnam Horizon Managed Synthetic
GIC Variable Rate 6/1/99 17,514,354
Brundage Story & Rose Managed
Synthetic Fund Variable Rate 17,555,441
(1) Represents Plan's interest in a transaction (or a series of transactions
of the same issue) in excess of five percent of the Plan's assets
available at November 1, 1993.