1 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 Fiscal Year Ended December 31, 1995 Commission File No. 1-10697 COMMERCIAL INTERTECH RETIREMENT STOCK OWNERSHIP AND SAVINGS PLAN COMMERCIAL INTERTECH CORP. 1775 Logan Avenue Youngstown, Ohio 44501 2 Audited Financial Statements and Schedules COMMERCIAL INTERTECH RETIREMENT STOCK OWNERSHIP AND SAVINGS PLAN December 31, 1995 and 1994 3 Commercial Intertech Retirement Stock Ownership and Savings Plan Audited Financial Statements December 31, 1995 and 1994 CONTENTS REQUIRED INFORMATION Report of Independent Auditors ........................................ 1 FINANCIAL STATEMENTS PROVIDED Statements of Net Assets Available for Plan Benefits .................. 2 Statement of Changes in Net Assets Available for Plan Benefits ........ 3 Notes to Financial Statements ......................................... 4 SCHEDULES Item 27(a)--Schedule of Assets Held for Investment Purposes ........... 16 Item 27(d)--Schedule of Reportable Transactions ....................... 17 EXHIBITS Exhibit 23--Consent of Independent Auditors ........................... 18 4 Report of Independent Auditors Administrative Committee Commercial Intertech Retirement Stock Ownership and Savings Plan We have audited the accompanying statements of net assets available for plan benefits of the Commercial Intertech Retirement Stock Ownership and Savings Plan (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. 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 plan benefits of the Plan at December 31, 1995 and 1994, and the changes in its net assets available for plan benefits for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental Schedule of Assets Held for Investment Purposes as of December 31, 1995, and Schedule of Reportable Transactions for the year ended December 31, 1995, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 financial statements taken as a whole. Cleveland, Ohio June 10, 1996 1 5 Commercial Intertech Retirement Stock Ownership and Savings Plan Statements of Net Assets Available for Plan Benefits DECEMBER 31, 1995 ------------------------------------------------------ ALLOCATED UNALLOCATED TOTAL ------------------------------------------------------ ASSETS Cash and cash equivalents $ 127,256 $ 127,256 Interest receivable 5,326 $ 499 5,825 Employer contributions receivable 852,074 852,074 Employee contributions receivable 267,083 267,083 Other receivables 112 1,856 1,968 ------------------------------------------------------ 1,251,851 2,355 1,254,206 Investments: Interest in a registered investment company (Fidelity Management Trust Company) 10,952,561 10,952,561 Unallocated insurance contracts (CIGNA guaranteed account) 13,100,661 13,100,661 Commercial Intertech Corp. Series B Preferred Stock 3,973,489 10,038,118 14,011,607 Commercial Intertech Corp. common stock 6,973,974 6,973,974 Participant loans receivable 764,038 764,038 ------------------------------------------------------ 35,764,723 10,038,118 45,802,841 Notes payable 11,869,497 11,869,497 Other liabilities 20,680 13 20,693 ------------------------------------------------------ 20,680 11,869,510 11,890,190 ------------------------------------------------------ NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN BENEFITS $ 36,995,894 $ (1,829,037) $ 35,166,857 ====================================================== DECEMBER 31, 1994 ------------------------------------------------------ ALLOCATED UNALLOCATED TOTAL ------------------------------------------------------ ASSETS Cash and cash equivalents $ 47,369 $ 2,280 $ 49,649 Interest receivable 3,186 1,143 4,329 Employer contributions receivable 531,166 531,166 Employee contributions receivable 274,639 274,639 Other receivables ------------------------------------------------------ 856,360 3,423 859,783 Investments: Interest in a registered investment company (Fidelity Management Trust Company) 7,452,915 7,452,915 Unallocated insurance contracts (CIGNA guaranteed account) 11,957,033 11,957,033 Commercial Intertech Corp. Series B Preferred Stock 3,339,235 10,755,125 14,094,360 Commercial Intertech Corp. common stock 6,378,578 6,378,578 Participant loans receivable 561,300 561,300 ------------------------------------------------------ 29,689,061 10,755,125 40,444,186 Notes payable 12,358,268 12,358,268 Other liabilities 49,826 24 49,850 ------------------------------------------------------ 49,826 12,358,292 12,408,118 ------------------------------------------------------ NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN BENEFITS $ 30,495,595 $ (1,599,744) $ 28,895,851 ====================================================== See notes to financial statements. 2 6 Commercial Intertech Retirement Stock Ownership and Savings Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1995 Allocated Unallocated Total ------------------------------------------------------------- ADDITIONS Employer contributions $ 156,000 $ 156,000 Employee contributions $ 3,547,030 3,547,030 Employer non-cash contributions 852,074 852,074 Interest income 790,324 16,015 806,339 Dividend income 467,414 914,186 1,381,600 Dividend transfers 276,801 276,801 Earnings on Fidelity investments 428,121 428,121 Allocation of Commercial Intertech Corp. Series B Preferred Stock 717,007 717,007 ------------------------------------------------------------- 6,801,970 1,363,002 8,164,972 DEDUCTIONS Interest expense 874,965 874,965 Distributions 1,629,071 1,629,071 Dividend transfers 276,801 276,801 Other expense 47 323 370 Allocation of Commercial Intertech Corp. Series B Preferred Stock 717,007 717,007 ------------------------------------------------------------- 1,905,919 1,592,295 3,498,214 Net realized and unrealized appreciation in aggregate current value of investments 1,604,248 1,604,248 ------------------------------------------------------------- Net additions (deductions) 6,500,299 (229,293) 6,271,006 Net assets available (deficient) for plan benefits at beginning of year 30,495,595 (1,599,744) 28,895,851 ------------------------------------------------------------- NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN BENEFITS AT END OF YEAR $ 36,995,894 $ (1,829,037) $ 35,166,857 ============================================================= See notes to financial statements. 3 7 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements Year Ended December 31, 1995 A. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accounting records of the Commercial Intertech Retirement Stock Ownership and Savings Plan (the "Plan") are maintained on the accrual basis. VALUATION OF INVESTMENTS Investments consisting of Commercial Intertech Corp. (the "Company") common shares (Commercial Intertech Common Stock Fund) are carried at the closing market price on the last business day of the year. Investments consisting of Convertible Series B Preferred Stock ("Preferred Shares") are valued by an independent appraiser. Currently, the independent appraiser uses the greater of 1.235 of the price of Company common stock as of the last business day of the year or $23.25, the price guaranteed to the Plan participants by the Company. Investments in unallocated insurance contracts (CIGNA Guaranteed Account) are valued at contract value as determined by Connecticut General Life Insurance Company. Investments in registered investment company funds (Fidelity Intermediate Bond Fund, Fidelity Balanced Fund, Fidelity U.S. Equity Index Fund, and Fidelity Growth Company Fund) are carried at the value of their underlying assets as determined by Fidelity Management Trust Company. Participant loans receivable are valued at cost which approximates fair value. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 4 8 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued B. DESCRIPTION OF THE PLAN The Plan consists of a pre-tax savings program, a post-tax savings program and a leveraged matching employee stock ownership plan. All employees of designated subsidiaries, with at least one year of service, are eligible to participate in the Plan. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The leveraged matching employee stock ownership features of the Plan were designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended, (the "Code"). Under the pre-tax program, participants may elect to contribute up to 15% of their compensation, on a tax-deferred basis, to the Plan. Under the post-tax program, participants may elect to contribute up to an additional 10% of their compensation. These contributions are made with after-tax dollars and do not receive Company matching contributions. Employee contributions are accrued as income by the Plan as they are earned by the participants. A 50% Company matching contribution, made in Common and Preferred Shares, is applied to the first 6% of a participant's tax-deferred contribution (see Note I). The Plan provides for separate investment options in one or more funds as directed by the participants. Participants may change investment options once every two months. At December 31, 1995, 1,246 individuals participated in the CIGNA Guaranteed Account (1,180--1994), 656 individuals participated in the Commercial Intertech Common Stock Account Fund (548--1994), 437 individuals participated in the Fidelity Intermediate Bond Fund (392--1994), 592 individuals participated in the Fidelity Balanced Fund (546--1994), 468 individuals participated in the Fidelity U.S. Equity Index Fund (366--1994), and 745 individuals participated in the Fidelity Growth Company Fund (610--1994). All investment account dollars that result from employee contributions and related investment results are immediately vested. 5 9 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued B. DESCRIPTION OF THE PLAN--CONTINUED Company matching contributions and related investment results vest according to the following schedule: Years of Vesting Service % Vested -------------------------------- -------------- Less than 1 year 0% 1 year 20 2 years 40 3 years 60 4 years 80 5 years 100 Participants become fully vested in Company matching contributions upon attainment of their normal retirement date, or upon their death or disability. If the participant's employment with the Company terminates for other reasons, and the participant elects to receive distribution of his or her account, the vested portion of his or her account is distributed to the participant and the non-vested portion of the participant's account will be treated as a forfeiture if the employee experiences a break in service greater than five years. Non-vested assets attributable to terminated employees amounted to $26,676 at December 31, 1995. The Plan also provides for withdrawal in cases of financial hardship, upon attainment of age 59-1/2, and of the post-tax savings program contributions. Participating employees may borrow up to the lesser of 50% of their account balance attributable to employee contributions or $50,000. The amount borrowed is repaid to the participant's account via payroll deductions and carries an interest charge at the market rate of interest. 6 10 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued B. DESCRIPTION OF THE PLAN--CONTINUED The Plan purchased the Preferred Shares, which are held in a trust established under the Plan, in 1990 using the proceeds of a $14.3 million borrowing guaranteed by the Company. In June 1993, the loan was refinanced through the placement of 7.08% Senior Notes (the "Notes"), totaling $13,240,994, with two insurance company lenders. The Notes, which are guaranteed by the Company, provide for repayment through 2009. In addition, the Notes are collateralized by the unallocated Preferred Shares. Scheduled payments of principal under this agreement at December 31, 1995 are as follows: 1996 $ 523,375 1997 560,430 1998 600,108 1999 642,596 2000 688,092 Thereafter 8,854,896 Each year dividends on the Preferred Shares (allocated and unallocated) and Company contributions to the Plan are used to repay the Notes. As the Plan makes each payment of principal and interest each year, an appropriate number of Preferred Shares are allocated to eligible employees' accounts in accordance with matching provisions noted above. The financial statements of the Plan present separately the assets and liabilities and changes therein pertaining to: a. The accounts of employees with vested rights in allocated stock (Allocated) and b. Stock not yet allocated to employees (Unallocated). Preferred Shares distributed to participants are converted to Company common stock based upon a predetermined formula set forth in the Company's Amended Articles of Incorporation. Benefits payable to participants represent the fair value of vested common stock and cash in terminated participants' accounts, after conversion of Preferred Shares. 7 11 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued B. DESCRIPTION OF THE PLAN--CONTINUED Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and to exercise proportional voting rights of unallocated Preferred Shares. Each participant is notified prior to the time that such rights are to be exercised. The Plan is administered by the Administrative Committee (the "Committee") appointed by the Company's Board of Directors. The trust department of Mellon Bank, N.A., an independent third-party bank, is the Plan's trustee. The Company has the sole right to appoint the trustee, and to terminate the Plan, subject to the provisions of ERISA. The Company pays all significant administrative expenses. Upon termination of the Plan, amounts credited to each participant's account shall be 100% vested and nonforfeitable. Additionally, the interest of each participant in the trust fund will be distributed to such participant or his or her beneficiary at the time prescribed by the Plan terms and the Code. The foregoing description of the Plan provides only general information. Additional information about the Plan agreement, allocation of Preferred Shares, forfeitures and distributions from the Plan may be obtained from the Committee. 8 12 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued C. STATEMENTS OF CHANGES IN ASSETS OF PARTICIPANT DIRECTED FUNDS The amount of assets invested in each participant directed fund at the beginning and end of the Plans' year and changes in assets in each fund during the year were as follows: Commercial Intertech CIGNA Fidelity Fidelity Fidelity Fidelity Common Participant Guaranteed Intermediate Balanced U.S. Equity Growth Co. Stock Loans Account Bond Fund Fund Index Fund Fund Fund Receivable ------------------------------------------------------------------------------------------------- Additions: Employee contributions $1,498,182 $ 254,114 $ 415,452 $ 218,342 $ 821,902 $ 392,620 Earnings from investments 734,326 78,399 92,792 31,477 225,453 81,193 $ 51,165 ------------------------------------------------------------------------------------------------- Total additions 2,232,508 332,513 508,244 249,819 1,047,355 473,813 51,165 Deductions: Distributions 911,742 31,807 95,575 65,232 248,266 130,125 Administrative expenses 33 1 2 ------------------------------------------------------------------------------------------------- Total deductions 911,775 31,808 95,575 65,232 248,268 130,125 Net realized gains/(losses) (4,166) 2,022 25,855 85,190 27,726 Change in unrealized appreciation/(depreciation) 81,221 198,071 355,131 1,063,736 (176,591) Transfers to/(from) fund (177,105) (1,356) (289,904) 156,521 130,277 13,790 151,573 ------------------------------------------------------------------------------------------------- Net additions (deductions) 1,143,628 376,404 322,858 722,094 2,078,290 208,613 202,738 Net fund assets at beginning of year 11,957,033 1,165,028 2,014,353 995,554 3,277,980 2,833,785 561,300 ------------------------------------------------------------------------------------------------- Net fund assets at end of year $13,100,661 $ 1,541,432 $ 2,337,211 $ 1,717,648 $ 5,356,270 $ 3,042,398 $ 764,038 ================================================================================================= 9 13 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued D. INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code and is, therefore, not subject to tax under present income tax laws. The Plan is amended periodically to conform with current income tax laws. The Committee is not aware of any action or event that has occurred that might affect the Plan's qualified status. E. TRANSACTIONS WITH PARTIES-IN-INTEREST The Plan purchased shares of common stock of the Company for $649,317 and sold shares of common stock of the Company for $99,564 during the year ended December 31, 1995. The Plan received dividends on common stock of the Company of $190,613 and dividends on Preferred Shares of the Company of $1,190,987 during the year ended December 31, 1995. At December 31, 1995 and 1994, the Plan had a noncash contribution receivable from the Company of 47,011 shares and 28,519 shares, respectively, of Company common stock with a market value of $852,074 and $531,166, respectively. 10 14 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued F. INVESTMENTS The Plan's investments consist of common and Preferred Shares of the Company, interests in a registered investment company (Fidelity Management Trust Company), unallocated insurance contracts (CIGNA Guaranteed Account), amounts in a temporary investment fund, and loans to participants as follows: Identity of Issuer Description of Current or Similar Party Investment Cost Value - ------------------------------------------------------------------------------------------------------------------------- December 31, 1995: *Commercial Intertech Corp. 384,771 Common Shares, $1.00 Par Value **$ 5,427,139 **$ 6,973,974 *Commercial Intertech Corp. 170,903 Convertible Series B Preferred Shares-Allocated ** 3,973,489 ** 3,973,489 *Commercial Intertech Corp. 431,747 Convertible Series B Preferred Shares-Unallocated ** 10,038,118 ** 10,038,118 Connecticut General Life Insurance Company Guaranteed Account ** 13,100,661 ** 13,100,661 Fidelity Mgt. Trust Co. Intermediate Bond Fund 1,528,772 1,541,432 Fidelity Mgt. Trust Co. Balanced Fund ** 2,227,488 ** 2,337,211 Fidelity Mgt. Trust Co. U.S. Equity Index Fund 1,323,120 1,717,648 Fidelity Mgt. Trust Co. Growth Company Fund ** 4,399,902 ** 5,356,270 Mellon Bank, N.A. Temporary Investment Fund 127,197 127,197 Participants Loans Receivable 764,038 764,038 11 15 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued F. INVESTMENTS--CONTINUED Identity of Issuer Description of Current or Similar Party Investment Cost Value - -------------------------------------------------------------------------------------------------------------------- December 31, 1994: *Commercial Intertech Corp. 342,474 Common Shares, $1.00 Par Value **$ 4,530,658 ** 6,378,578 *Commercial Intertech Corp. 143,623 Convertible Series B Preferred Shares-Allocated ** 3,339,235 ** 3,339,235 *Commercial Intertech Corp. 462,586 Convertible Series B Preferred Shares-Unallocated ** 10,755,125 ** 10,755,125 Connecticut General Life Insurance Company Guaranteed Account ** 11,957,033 ** 11,957,033 Fidelity Mgt. Trust Co. Intermediate Bond Fund 1,233,589 1,165,028 Fidelity Mgt. Trust Co. Balanced Fund ** 2,102,701 ** 2,014,353 Fidelity Mgt. Trust Co. U.S. Equity Index Fund 956,157 995,554 Fidelity Mgt. Trust Co. Growth Company Fund ** 3,385,348 ** 3,277,980 Mellon Bank, N.A. Temporary Investment Fund 43,849 43,849 Participants Loans Receivable 561,300 561,300 <FN> * Party-in-interest. ** Investment representing five percent or more of the Plan's net assets available for benefits. 12 16 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued F. INVESTMENTS--CONTINUED The net appreciation (depreciation) (including investments bought, sold and held during the year) for each significant class of investment for the year ended December 31, 1995 is as follows: Fair value determined by closing market price: Commercial Intertech Corp. Common Stock $ (202,812) Fidelity Intermediate Bond Fund 77,055 Fidelity Balanced Fund 200,093 Fidelity U.S. Equity Index Fund 380,986 Fidelity Growth Company Fund 1,148,926 ------------------- $1,604,248 =================== The Company's common stock is publicly traded on the New York Stock Exchange (ending per share price at December 31, 1995 was $18.125). The Company's Preferred Shares are not registered or publicly traded. Each Preferred Share is convertible into 1.235 shares of common stock at any time subject to anti-dilution adjustments. Annual dividends on the Preferred Shares are $1.97625 per share. The Preferred Shares are callable by the Company under certain conditions specified in the Plan, at the following prices: Call Date Call Price ---------------------------------------------------- January 1, 1996 $ 24.03 January 1, 1997 23.83 January 1, 1998 23.63 January 1, 1999 23.44 January 1, 2000 and thereafter 23.25 13 17 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued G. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: DECEMBER 31 1995 1994 ----------------------------------------- Net assets available for benefits per the financial statements $ 35,166,857 $ 28,895,851 Amounts allocated to withdrawing participants (358,670) (485,389) ----------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS PER THE FORM 5500 $ 34,808,187 $ 28,410,462 ========================================= The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 1995 ------------------- Benefits paid to participants per the financial statements $ 1,629,071 Add: Amounts allocated to withdrawing participants at December 31, 1995 358,670 Less: Amounts allocated to withdrawing participants at December 31, 1994 (485,389) ------------------- BENEFITS PAID TO PARTICIPANTS PER THE FORM 5500 $ 1,502,352 =================== 14 18 Commercial Intertech Retirement Stock Ownership and Savings Plan Notes to Financial Statements-Continued H. EMPLOYER CONTRIBUTIONS The Company is obligated to make contributions in cash to the Plan which, when aggregated with the Plan's dividends on Preferred Shares and interest earnings, equal the amount necessary to enable the Plan to make its regularly scheduled payments of principal and interest due on its Notes. This contribution enables the Plan to allocate an appropriate number of Preferred Shares to participants (see Note B). Should the value of Preferred Shares allocated be less than the required matching contribution, the Company will make additional contributions to the Plan in the form of common stock or cash. Should the value of Preferred Shares allocated be more than the required matching contributions, any excess value of Preferred Shares released over the required amount will be allocated proportionately to each participant's account in the Plan based upon the ratio of the participant's current Company matching contribution to the Plan for the plan year to the aggregate Company matching contributions to the Plan for all participants for the Plan year. I. PLAN AMENDMENT Effective January 1, 1995, the Plan was amended to allow the 50% Company match to be applied to participant tax-deferred contributions not exceeding 6% of the participants' eligible compensation. Prior to this amendment, the Company matching contribution on a participant's tax-deferred contribution was limited to $1,350. The amendment had an immaterial effect on net assets available for Plan benefits. 15 19 Commercial Intertech Retirement Stock Ownership and Savings Plan Item 27(a)--Schedule of Assets Held for Investment Purposes December 31, 1995 Identity of Issue Description of Current or Similar Party Investment Cost Value - -------------------------------------------------------------------------------------------------------------- Mellon Bank, N.A. Temporary Investment Fund $ 127,197 $ 127,197 Fidelity Mgt. Trust Co. U.S. Equity Index Fund 1,323,120 1,717,648 Fidelity Mgt. Trust Co. Intermediate Bond Fund 1,528,772 1,541,432 Fidelity Mgt. Trust Co. Growth Company Fund 4,399,902 5,356,270 Fidelity Mgt. Trust Co. Balanced Fund 2,227,488 2,337,211 Connecticut General Life Insurance Company Guaranteed Long-Term Fund 13,100,661 13,100,661 *Commercial Intertech Corp. 384,771 Common Shares $1.00 Par Value 5,427,139 6,973,974 Participants Loans Receivable 764,038 764,038 *Commercial Intertech Corp. 602,650 Convertible Series B Preferred Shares 14,011,607 14,011,607 <FN> * Party-in-interest 16 20 Commercial Intertech Retirement Stock Ownership and Savings Plan Item 27(d)--Schedule of Reportable Transactions For the Year Ended December 31, 1995 Current Value Net Identity of Description Purchase Sales Cost of of Asset on Gain Party Involved of Assets Price Price Asset Transaction Date (Loss) - ---------------------------------------------------------------------------------------------------------------------------------- CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS Mellon Bank, N.A. Temporary Investment Fund $ 1.00 $ 1.00 $6,439,951 $6,439,951 Bankers Trust Units in Growth Company Fund VARIOUS VARIOUS 1,591,994 1,666,248 $74,254 Connecticut General Life Insurance Units in Guaranteed Long-Term Company Fund 2,437,595 2,437,595 Mellon Bank, N.A. Deposit at Interest 1,000 1,000 3,322,000 3,322,000 17