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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE THREE MONTHS ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM
------------ TO
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COMMISSION FILE NUMBER
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ITT 401(k) RETIREMENT SAVINGS PLAN
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
777 WESTCHESTER AVENUE, WHITE PLAINS, N.Y. 10604
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
ITT 401(k) Retirement Savings Plan Committee has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
ITT 401(k) Retirement Savings Plan
/s/ RONALD C. BROWN
--------------------------------------
(Signature)
RONALD C. BROWN ITT 401(k)
Retirement Savings Plan Committee
Secretary
Date September 24, 1999
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ITT 401(k) RETIREMENT SAVINGS PLAN
MARCH 31, 1999
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS.................... 4
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits as of
March 31, 1999......................................... 5
Statement of Net Assets Available for Plan Benefits as of
December 31, 1998...................................... 6
Statement of Changes in Net Assets Available for Plan
Benefits for the Three Months Ended March 31, 1999..... 7
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1998.......... 8
NOTES TO FINANCIAL STATEMENTS............................... 9
SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE THREE MONTHS
ENDED
MARCH 31, 1999 -- ITEM 27d................................ 14
EXHIBIT 23 -- CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the ITT 401(k) Retirement Savings Plan Committee:
We have audited the accompanying statements of net assets available for
plan benefits of the ITT 401(k) Retirement Savings Plan as of March 31, 1999 and
December 31, 1998, and the related statements of changes in net assets available
for plan benefits for the three month period ended March 31, 1999 and the year
ended December 31, 1998. These financial statements and the schedule described
below are the responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements and schedule 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 ITT
401(k) Retirement Savings Plan as of March 31, 1999 and December 31, 1998, and
the changes in its net assets available for plan benefits for the three month
period ended March 31, 1999 and 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 schedule of
reportable transactions is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is 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 supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Phoenix, Arizona,
September 24, 1999
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ITT 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF MARCH 31, 1999
(IN THOUSANDS)
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
----------- -----------
STARWOOD
COMMON
STOCK
FUND INVESTMENTS TOTAL
----------- ----------- ---------
ASSETS:
Total Assets................................. $ -- $ -- $ --
-------- --------- ---------
LIABILITIES:
Total Liabilities............................ -- -- --
-------- --------- ---------
Net Assets Available for Plan Benefits............... $ -- $ -- $ --
======== ========= =========
The accompanying notes are an integral part of this statement.
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ITT 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998
(IN THOUSANDS)
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
----------- -----------
STARWOOD
COMMON
STOCK
FUND INVESTMENTS TOTAL
----------- ----------- --------
ASSETS:
Investments, at Fair Value:
Starwood Common Stock 2,589,934 shares.............. $23,696 $ 35,064 $ 58,760
ITT Industries Common Stock 288,437 shares.......... -- 11,465 11,465
ITT Hartford Common Stock 583,067 shares............ -- 31,996 31,996
Loans Receivable from Participants..................... -- 10,324 10,324
Investments in Securities of Unaffiliated Issuers...... 471 191,385 191,856
------- -------- --------
Total Investments.............................. 24,167 280,234 304,401
Dividends and Interest Receivable...................... 156 604 760
Contributions Receivable............................... 208 1,127 1,335
Receivables from the Sale of Securities................ -- 885 885
------- -------- --------
Total Assets................................... 24,531 282,850 307,381
------- -------- --------
LIABILITIES:
Accounts Payable....................................... (239) (489) (728)
Accrued Administrative Expenses........................ (14) (116) (130)
------- -------- --------
Total Liabilities.............................. (253) (605) (858)
------- -------- --------
Net Assets Available For Plan Benefits................. $24,278 $282,245 $306,523
======= ======== ========
The accompanying notes are an integral part of this statement.
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ITT 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(IN THOUSANDS)
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
----------- -----------
STARWOOD
COMMON
STOCK
FUND INVESTMENTS TOTAL
----------- ----------- ---------
Additions to Net Assets:
Investment Income:
Net Realized Gains/(Losses)............................... $ (2,820) $ 75,715 $ 72,895
Unrealized Appreciation (Depreciation), net............... 10,096 (61,932) (51,836)
Interest.................................................. 21 594 615
Dividends................................................. 261 480 741
Interest on Participant Loans............................... 16 194 210
Repayment of Participant Loans.............................. 82 (82) --
Terminated Loan Principal................................... -- (376) (376)
Contributions:
Participants.............................................. 508 6,164 6,672
Company................................................... 1,575 1,197 2,772
-------- --------- ---------
Total Contributions............................... 2,083 7,361 9,444
-------- --------- ---------
Total Additions................................... 9,739 21,954 31,693
-------- --------- ---------
Deductions from Net Assets:
Rollover Distributions, net................................. (3,686) (2,725) (6,411)
Transfer to other trustee................................... (38,963) (251,487) (290,450)
Interfund Transfers, net.................................... 14,576 (14,576) --
Withdrawals and Distributions............................... (5,740) (35,217) (40,957)
Loans to Participants....................................... (145) 145 --
Administrative Expenses..................................... (59) (339) (398)
-------- --------- ---------
Total Deductions.................................. (34,017) (304,199) (338,216)
-------- --------- ---------
Net Decrease................................................ (24,278) (282,245) (306,523)
-------- --------- ---------
Net Assets Available for Benefits:
Beginning of Period....................................... 24,278 282,245 306,523
-------- --------- ---------
End of Period............................................. $ -- $ -- $ --
======== ========= =========
The accompanying notes are an integral part of this statement.
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ITT 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
------------------- -----------
ITT STARWOOD
COMMON COMMON
STOCK STOCK
FUND FUND INVESTMENTS TOTAL
-------- -------- ----------- ---------
Additions to Net Assets:
Investment Income:
Net Realized Gains................................ $ 12,376 $ 1,745 $ 55,669 $ 69,790
Unrealized Depreciation, net...................... (9,873) (32,533) (60,619) (103,025)
Interest.......................................... 11 116 2,307 2,434
Dividends......................................... 145 1,649 10,706 12,500
Interest on Participant Loans....................... 14 52 742 808
Repayment of Participant Loans...................... 80 302 (382) --
Terminated Loan Principal........................... -- -- (2,878) (2,878)
Contributions:
Participants...................................... 460 1,620 27,712 29,792
Company........................................... 816 3,818 7,079 11,713
-------- -------- -------- ---------
Total Contributions....................... 1,276 5,438 34,791 41,505
-------- -------- -------- ---------
Total Additions........................... 4,029 (23,231) 40,336 21,134
-------- -------- -------- ---------
Deductions from Net Assets
Rollover Distributions, net......................... -- (677) (41,741) (42,418)
Transfer of Assets Upon Merger...................... (60,924) 56,952 3,972 --
Interfund Transfers, net............................ (1,563) (2,766) 4,329 --
Withdrawals and Distributions....................... (582) (5,243) (44,339) (50,164)
Loans to Participants............................... (152) (559) 711 --
Administrative Expenses............................. (24) (198) (1,584) (1,806)
-------- -------- -------- ---------
Total Deductions.......................... (63,245) 47,509 (78,652) (94,388)
-------- -------- -------- ---------
Net Increase (Decrease)............................. (59,216) 24,278 (38,316) (73,254)
-------- -------- -------- ---------
Net Assets Available for Benefits:
Beginning of Year................................. 59,216 -- 320,561 379,777
-------- -------- -------- ---------
End of Year....................................... $ -- $ 24,278 $282,245 $ 306,523
======== ======== ======== =========
The accompanying notes are an integral part of this statement.
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ITT 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(IN THOUSANDS)
NOTE 1 -- DESCRIPTION OF THE PLAN:
ITT Corporation ("ITT" or the "Company") sponsors the ITT 401(k) Retirement
Savings Plan (the "Plan"). On February 23, 1998, as a result of the acquisition
of ITT by Starwood Hotels & Resorts Worldwide, Inc. ("Starwood"), ITT became a
wholly owned subsidiary of Starwood (the "Merger"). Each outstanding share of
ITT common stock held by the Plan was converted into 1.543 shares of Starwood
common stock ("Starwood Common Stock"). As of February 24, 1998, all outstanding
securities of ITT were de-listed from trading on the New York Stock Exchange
("NYSE"). The Starwood Common Stock trades on the NYSE under the ticker symbol
"HOT". As of the date of the Merger, employer and employee contributions
directed to the common stock fund were invested in Starwood Common Stock.
Effective October 1, 1996, the Caesars 401(k) Retirement Savings Plan (the
"Caesars Plan") was merged into the Plan and the assets under the Caesars Plan
were transferred to the Plan.
On April 1, 1999 the ITT 401(k) Retirement Savings Plan was merged into the
Starwood Hotels & Resorts Worldwide, Inc. Starsaver 401(k) Plan, and
subsequently amended and restated effective April 1, 1999 as the Starwood Hotels
& Resorts Worldwide, Inc. Savings and Retirement Plan ("New Plan"). As a result
of the Merger and adoption of the New Plan, the Trustee of the ITT 401(k)
Retirement Savings Plan was removed, all assets and liabilities were merged into
the assets and liabilities of the trust maintained to pay benefits under the New
Plan, and contributions ceased to the ITT 401(k) Retirement Savings Plan.
American Express Trust Company was assigned as Trustee and Recordkeeper
("Trustee") of the New Plan effective April 1, 1999. As a result of the above
noted Merger of Plan assets into the New Plan, the accompanying statement of net
assets available for plan benefits is as of March 31, 1999, and the related
statement of changes in net assets available for plan benefits and supplemental
schedule is for the three months ended March 31, 1999. All assets and
liabilities of the Plan were transferred to the New Plan by March 31, 1999, and
accordingly, the Plan was considered merged on that date.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions. Information with regard to eligibility, contributions,
distributions, vesting, trustees, withdrawals, restoration, loans, fund
redistribution and definitions of all terms are contained in that document.
GENERAL
The Plan was a defined contribution plan covering all full-time salaried
employees and some part-time employees of ITT who have one year of service, or
who have fulfilled the requisite eligibility requirements for employees on a
temporary or less than full-time basis and were paid from a payroll maintained
in the continental United States, Hawaii, Puerto Rico or the U.S. Virgin
Islands. The Plan was subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS
A participant in the Plan was able to generally elect to contribute 2% to
16% of compensation (regular remuneration including payroll processed tips,
commissions, overtime and shift differentials, but excluding bonuses), in whole
percentages on a before-tax basis. A participant who is a highly compensated
employee may be limited to less than 16% due to certain Internal Revenue Code
restrictions. With respect to an employee who became a participant on or after
October 1, 1996, other than employees who were participants of the Caesars Plan
on September 30, 1996, such participant automatically began to contribute on a
before-tax basis at a rate of 2% of base salary, unless such participant
affirmatively elected otherwise. After-tax
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ITT 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
contributions were not allowed. Plan participants who were bona fide residents
of Puerto Rico were able to contribute up to 10% of base salary not in excess of
$7,500.
An amount equal to 50% of a participant's Basic Pre-Tax Savings
contributions to the Plan was matched by ITT up to the first 5% of compensation.
In addition, ITT contributed 1% of compensation to the Plan as a Retirement
Contribution for each eligible employee even if the employee elected not to
contribute to the Plan.
Company contributions were automatically invested in the Starwood Stock
Fund, except that a participant 55 years or older could choose to reallocate his
or her past and future Company contributions and related investment earnings to
other Plan investment funds in accordance with Plan rules.
ROLLOVER DISTRIBUTIONS, NET
Rollover distributions, net, are transfers of participant assets to or from
another qualified plan.
ADMINISTRATIVE EXPENSES
Generally, trust fund assets were used to pay for the administrative
expenses of the Plan. These expenses included, but were not limited to,
investment management, Trustee, recordkeeper and audit fees. Plan administrative
expenses which were not paid by the Plan, if any, were paid by ITT.
PARTICIPANT ACCOUNTS
Each participant's account was credited with the participant's and ITT's
matching contribution and allocations of Plan earnings and were charged with an
allocation of administrative expenses. Allocations were based on participant
earnings or account balances. The benefit to which a participant was entitled
was the benefit that could be provided from the participant's vested account.
VESTING
Participants were immediately vested in their contributions plus earnings
thereon. Vesting in the Company matching contributions began one year after
employment at 20% and increased 20% each year until the fifth year of employment
when 100% became vested. Participants of the Caesars Plan on September 30, 1996,
became 100% vested in the plan if they terminated employment on or after age 55.
Notwithstanding the foregoing statement, a participant became fully vested in
his or her company-matched contributions upon his or her retirement, disability,
death or upon reaching age 65, or the complete discontinuance of company
contributions.
As of March 31, 1999, the cumulative company contributions, including those
made to the Caesars Plan, made on behalf of all participants including a
pro-rata share of investment income, were as follows:
Vested..................................................... $86,498
Nonvested.................................................. 1,242
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$87,740
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INVESTMENT OPTIONS
Participants directed the investment of their contributions into various
investment options offered by the Plan. The Plan offered six mutual funds and
Starwood Common Stock as investment options for participants.
Contributions for participant savings were invested, in whole percentages,
in any one or more of the noted mutual funds or Starwood Common Stock, as
elected by the participant.
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ITT 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Each participant was able to directly change the investment of his or her
interest in the Plan at any time, through an automated voice response system
maintained by Buck Consultants, the Recordkeeper.
PARTICIPANT LOANS
Participants could 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 vested account
balance. Loan transactions were treated as a transfer from (to) the
participants' investment funds. Loan terms were from one to five years or up to
15 years for the purchase of a primary residence prior to October 1, 1996, and
were one year to 54 months or up to 25 years for the purchase of a primary
residence effective as of October 1, 1996. The loans were secured by the balance
in the participants account and bore interest at approximately one percent over
the prime rate, as determined by the Plan Committee at the time of the loan.
Repayment of principal and related interest was made ratably through payroll
deductions.
PAYMENT OF BENEFITS
Upon termination of employment due to death, disability, retirement or
other reasons, a participant could elect to receive either a lump sum amount
equal to the value of the participant's vested interest in his or her account
or, subject to certain conditions, annual installments over a period not greater
than twenty years. Participants could also elect to defer distributions subject
to certain conditions.
FORFEITURES
Forfeitures of the nonvested contributions were applied to reduce future
ITT contributions. At March 31, 1999, forfeited nonvested accounts totaled $183.
NOTE 2 -- SUMMARY OF ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method
of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of changes in net
assets during the reporting period. Actual results may differ from those
estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Stocks are valued at their
quoted market price. Participant loan receivable is valued at cost which
approximated fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
PAYMENT OF BENEFITS
Benefits were recorded when paid.
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ITT 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 3 -- FEDERAL INCOME TAX:
The Internal Revenue Service has determined and informed ITT by a letter
dated February 17, 1998, that the Plan and related trust was designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
was amended since receiving the determination letter. However, the Plan
administrator and the Plan tax counsel believe that the Plan was designed and
did operate in compliance with the applicable requirements of the IRC.
Therefore, ITT believes that the Plan was qualified and the related trust was
tax exempt for the three months ended March 31, 1999 and the year ended December
31, 1998.
NOTE 4 -- TERMINATION:
Although it has not expressed any intent to do so, Starwood has the right
under the New Plan to suspend, reduce, or partially or completely discontinue
its contributions at any time and to terminate the New Plan, the trust agreement
and the trust thereunder subject to the provisions of ERISA. In the event of the
New Plan termination or partial termination or complete discontinuance of
contributions, the interest of participants in their company contributions shall
automatically become nonforfeitable. Additionally, any forfeitures that have not
been used as company contributions to the New Plan at the time of termination
will be credited pro rata to the accounts of all participants in accordance with
New Plan provisions.
NOTE 5 -- RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for plan benefits
in the financial statements to the Form 5500:
DECEMBER 31,
1998
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Net assets available for plan benefits per the financial
statements................................................ $306,523
Amounts allocated to withdrawing participants............... (1,250)
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Net assets available for plan benefits per the Form 5500.... $305,273
========
The following is a reconciliation of withdrawals and distributions paid to
participants in the financial statements to the Form 5500:
DECEMBER 31,
1998
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Withdrawals and Distributions per the financial
statements................................................ $(50,164)
Add: Terminated loan principal.............................. 2,878
Add: Amounts allocated to withdrawing participants at
December 31, 1998......................................... 1,250
Less: Amounts allocated to withdrawing participants at
December 31, 1998......................................... (1,329)
--------
Withdrawals and Distributions per the Form 5500............. $(47,365)
========
Amounts allocated to withdrawing participants are recorded as withdrawals
on the Form 5500 and represent benefit claims that have been processed and
approved for payment prior to December 31, 1998 but not yet paid as of that
date. Reconciliation to the Form 5500 is not required as there are no
reconciling items for the three months ended March 31, 1999.
NOTE 6 -- PARTY-IN-INTEREST TRANSACTIONS:
Certain Plan investments were held in funds managed by Bankers Trust
Company. Bankers Trust Company was the Trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest
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ITT 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
transactions. Fees paid and accrued by the Plan for Trustee and investment
management services provided by Bankers Trust amounted to $135 for the three
months ended March 31, 1999. In addition, certain Plan investments were Starwood
Common Stock. As ITT was the Plan Sponsor, these transactions qualify as party-
in-interest transactions.
NOTE 7 -- INVESTMENTS:
Investments with current values (or historical values for GIC investments)
that represent 5% or more of the Plan's net assets available for benefits as of
December 31, 1998, are as follows:
DECEMBER 31,
1998
------------
Starwood Common Stock, 2,589,934 shares................. 58,760
ITT Hartford Group Inc., common stock, 583,067 shares... 31,996
Equity Index Fund, 2,241,936 shares..................... 67,608
Fixed Income Fund, Open End GIC......................... 32,525
Growth Equity Fund, 1,929,775 shares.................... 64,474
NOTE 8 -- EARLY ADOPTION OF SOP 99-3:
The Accounting Standards Executive Committee issued Statement of Position
99-3 Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters (SOP 99-3) which eliminates the
requirement for a defined contribution plan to disclose participant directed
investment programs. The SOP 99-3 was early adopted for the March 31, 1999
financial statements and as such, the December 31, 1998 financial statements
have been reclassified to eliminate the participant directed fund investment
program disclosures.
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ITT 401(K) RETIREMENT SAVINGS PLAN
EIN #88-0340591
ITEM 27D -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
($ IN THOUSANDS)
CURRENT
VALUE OF
ASSET ON
PURCHASE TRANSACTION NET GAIN OR
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE SELLING PRICE COST OF ASSET DATE (LOSS)
- -------------------------- --------------------------- -------- ------------- ------------- ----------- -----------
Bankers Trust Company BT Pyramid Open End GIC $ 9,635 $ N/A $ N/A $ 9,635 $ N/A
Fund
Bankers Trust Company BT Pyramid Open End GIC N/A 43,012 43,012 43,012 0
Fund
Bankers Trust Company BT Pyramid Directed Account 71,758 N/A 71,758 71,758 N/A
Cash Fund
Bankers Trust Company BT Pyramid Directed Account N/A 73,709 73,709 73,709 0
Cash Fund
Hartford Life Insurance ITT Hartford GA-5833 S/A BI 3,197 N/A N/A 3,197 N/A
Company
Hartford Life Insurance ITT Hartford GA-5833 S/A BI N/A 74,313 41,534 74,313 32,779
Company
ITT Hartford Group Inc. Hartford Financial Services N/A 32,052 8,361 32,052 23,691
Group Inc. Common Stock
20th Century Ultra 20th Century Ultra 6,281 N/A N/A 6,281 N/A
Investors Fund Inventors Fund
20th Century Ultra 20th Century Ultra N/A 77,888 65,163 77,888 12,725
Investors Fund Inventors Fund
Dodge & Cox Balanced Fund 2,627 N/A N/A 2,627 N/A
Dodge & Cox Balanced Fund N/A 13,680 13,529 13,680 151
Starwood Hotels & Resorts Starwood Hotels & Resorts 129,410 N/A N/A 129,410 N/A
Worldwide Inc. Resorts Worldwide, Inc.
Common Stock
Starwood Hotels & Resorts Starwood Hotels & Resorts N/A 202,524 209,163 202,524 (6,639)
Worldwide Inc. Resorts Worldwide, Inc.
Common Stock
Expenses incurred with transactions were immaterial and there were no lease
rentals.
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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EX-23 -- Consent of Independent Public Accountants