============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 1998 --------------------- or [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the period from _____________ to _____________ Commission File Number: 0-22256 ---------- MONACO COACH CORPORATION 401(k) PLAN (Full title of the Plan) MONACO COACH CORPORATION (Name of issuer of the securities held pursuant to the Plan) 91320 INDUSTRIAL WAY COBURG, OR 97408 (Address of principal executive office) ============================================================================== INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES - ------------------------------------------------------------------------------ Page ---- REPORT OF INDEPENDENT ACCOUNTANTS 3 FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits with Fund Information at December 31, 1998 5 Statement of Net Assets Available for Plan Benefits with Fund Information at December 31, 1997 7 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the year ended December 31, 1998 9 Notes to Financial Statements 11 SUPPLEMENTAL SCHEDULES: Item 27A - Schedule of Assets Held for Investment Purposes as of December 31, 1998 17 Item 27D - Schedule of Reportable Transactions for the year ended December 31, 1998 18 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 19 2 REPORT OF INDEPENDENT ACCOUNTANTS To the Administrative Committee Monaco Coach Corporation 401(k) Plan: In our opinion, the accompanying statement of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of Monaco Coach Corporation 401(k) Plan at December 31, 1998 and the changes in net assets available for plan benefits for the year ended December 31, 1998, 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 audit. We conducted our audit 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 audit provides a reasonable basis for the opinion expressed above. Our audit as of and for the year ended December 31, 1998 was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules on pages 17 and 18 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 31, 1998 and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. 3 As permitted by 29 CFR 2520.130-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 3, which was certified by Key Trust Company, the trustee of the Plan, except for comparing the information with the related information included in the financial statements. We have been informed by the plan administrator that the trustee holds the Plan's investment assets and executes investment transactions. The plan administrator has obtained a certification from the trustee as of December 31, 1997 that the information provided to the plan administrator by the trustee is complete and accurate. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying statement of net assets available for plan benefits as of December 31, 1997. The form and content of the information included in the financial statement, other than that derived from the information certified by the trustee, have been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/ PricewaterhouseCoopers LLP Eugene, Oregon April 23, 1999 4 MONACO COACH CORPORATION 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION December 31, 1998 (See Independent Accountants' Report) PARTICIPANT DIRECTED ---------------------------------------------------- MaGIC+ BALANCED CONTRA VALUE FUND FUND FUND STOCK FUND ---------- ---------- ---------- ---------- ASSETS Cash and cash equivalents $ 1,071 $ 1,289 $ 1,436 $ 2,027 Investments, at fair value: Investment funds 9,016,868 2,914,151 2,750,772 5,674,561 Receivables: Employer's contributions 109,118 47,507 53,701 89,424 Accrued interest ---------- ---------- ---------- ---------- Total assets 9,127,057 2,962,947 2,805,909 5,766,012 LIABILITIES Accrued administrative expenses ---------- ---------- ---------- ---------- Net assets available for plan benefits $9,127,057 $2,962,947 $2,805,909 $5,766,012 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- The accompanying notes are an integral part of these financial statements. 5 MONACO COACH CORPORATION 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION (Continued) December 31, 1998 (See Independent Accountants' Report) PARTICIPANT DIRECTED NON-PARTICIPANT ----------------------------------------------------- DIRECTED SPECIAL JANUS --------------- VALUE OVERSEAS MONACO PARTICIPANT COMMON STOCK FUND FUND STOCK FUND LOANS STOCK TOTAL ---------- ---------- ---------- ----------- --------------- ----------- ASSETS Cash and cash equivalents $ 1,044 $ 631 $ 83,087 $ 404,307 $ 494,892 Investments, at fair value: Investment funds 2,428,000 843,234 430,360 $1,526,501 15,748,208 41,332,655 Receivables: Employer's contributions 43,206 22,739 8,087 373,782 Accrued interest 3,944 408 1,711 6,063 ---------- ---------- ---------- ----------- ----------- ----------- Total assets LIABILITIES Accrued administrative expenses 3,103 77 3,180 ---------- ---------- ---------- ----------- ----------- ----------- Net assets available for plan benefits $2,472,250 $ 870,548 $ 518,839 $1,526,501 $16,154,149 $42,204,212 ---------- ---------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------- ----------- ----------- The accompanying notes are an integral part of these financial statements. 6 MONACO COACH CORPORATION 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION December 31, 1997 (See Independent Accountants' Report) PARTICIPANT DIRECTED ---------------------------------------------------------- MaGIC+ BALANCED CONTRA VALUE FUND FUND FUND STOCK FUND ------------- ------------- ------------- ------------- ASSETS Cash and cash equivalents Investments, at fair value: Investment funds $ 8,168,845 $ 2,443,961 $ 1,913,087 $ 4,118,746 Receivables: Employer's contributions 106,657 36,111 39,740 66,821 ------------- ------------- ------------- ------------- Total assets 8,275,502 2,480,072 1,952,827 4,185,567 LIABILITIES Accrued administrative expenses ------------- ------------- ------------- ------------- Net assets available for plan benefits $ 8,275,502 $ 2,480,072 $ 1,952,827 $ 4,185,567 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- The accompanying notes are an integral part of these financial statements. 7 MONACO COACH CORPORATION 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION (Continued) December 31, 1997 (See Independent Accountants' Report) PARTICIPANT DIRECTED NON-PARTICIPANT ------------------------------------------- DIRECTED SPECIAL JANUS ------------- VALUE OVERSEAS PARTICIPANT COMMON STOCK FUND FUND LOANS STOCK TOTAL ------------- ------------- ------------- ------------- ------------- ASSETS Cash and cash equivalents $ 75,668 $ 75,668 Investments, at fair value: Investment funds $ 2,547,868 $ 700,718 $ 1,543,147 10,250,211 31,686,583 Receivables: Employer's contributions 35,995 12,869 298,193 ------------- ------------- ------------- ------------- ------------- Total assets 2,583,863 713,587 1,543,147 10,325,879 32,060,444 LIABILITIES Accrued administrative expenses 2,167 2,167 ------------- ------------- ------------- ------------- ------------- Net assets available for plan benefits $ 2,583,863 $ 713,587 $ 1,543,147 $ 10,323,712 $ 32,058,277 ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- The accompanying notes are an integral part of these financial statements. 8 MONACO COACH CORPORATION 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION for the year ended December 31, 1998 (See Independent Accountants' Report) PARTICIPANT DIRECTED ---------------------------------------------------- MaGIC+ BALANCED CONTRA VALUE FUND FUND FUND STOCK FUND ---------- ---------- ---------- ---------- Additions to net assets attributed to: Employer matching contributions $ 109,118 $ 47,507 $ 53,701 $ 89,424 Participant contributions 793,406 340,738 353,294 599,696 Interest and dividends 947 269,426 64 868,183 Participant rollovers from other plans 51,666 31,184 21,637 43,614 Net appreciation (depreciation) in fair value of investments 496,502 8,878 618,692 266,089 ---------- ---------- ---------- ---------- Total net additions 1,451,639 697,733 1,047,388 1,867,006 ---------- ---------- ---------- ---------- Deductions from net assets attributed to: Distributions of benefits and loan distributions, due to participant terminations 926,020 112,771 141,164 319,746 Administrative expenses 12,512 3,366 2,801 5,485 ---------- ---------- ---------- ---------- Total deductions 938,532 116,137 143,965 325,231 ---------- ---------- ---------- ---------- Net increase (decrease) prior to interfund transfers 513,107 581,596 903,423 1,541,775 Net interfund transfers 338,448 (98,721) (50,341) 38,670 ---------- ---------- ---------- ---------- Net increase (decrease) 851,555 482,875 853,082 1,580,445 Net assets available for plan benefits: Beginning of year 8,275,502 2,480,072 1,952,827 4,185,567 ---------- ---------- ---------- ---------- End of year $9,127,057 $2,962,947 $2,805,909 $5,766,012 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- The accompanying notes are an integral part of these financial statements. 9 MONACO COACH CORPORATION 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION (Continued) for the year ended December 31, 1998 (See Independent Accountants' Report) PARTICIPANT DIRECTED NON-PARTICIPANT ----------------------------------------------------- DIRECTED SPECIAL JANUS --------------- VALUE OVERSEAS MONACO PARTICIPANT COMMON STOCK FUND FUND STOCK FUND LOANS STOCK TOTAL ---------- ---------- ---------- ----------- --------------- ----------- Additions to net assets attributed to: Employer matching contributions $ 43,206 $ 22,739 $ 8,087 $ 373,782 Participant contributions 354,313 146,296 11,384 2,599,127 Interest and dividends 111,533 4,177 531 $ 137,441 $ 62,790 1,455,092 Participant rollovers from other plans 22,528 10,523 7,678 188,830 Net appreciation (depreciation) in fair value of investments (373,677) 105,574 104,359 7,375,095 8,601,512 ---------- -------- -------- ---------- ----------- ----------- Total net additions 157,903 289,309 132,039 137,441 7,437,885 13,218,343 ---------- -------- -------- ---------- ----------- ----------- Deductions from net assets attributed to: Distributions of benefits and loan distributions, due to participant terminations 108,813 80,116 192,675 1,128,891 3,010,196 Administrative expenses 2,848 1,289 3,129 30,782 62,212 ---------- -------- -------- ---------- ----------- ----------- Total deductions 111,661 81,405 3,129 192,675 1,159,673 3,072,408 ---------- -------- -------- ---------- ----------- ----------- Net increase (decrease) prior to interfund transfers 46,242 207,904 128,910 (55,234) 6,278,212 10,145,935 Net interfund transfers (157,855) (50,943) 389,929 38,588 (447,775) ---------- -------- -------- ---------- ----------- ----------- Net increase (decrease) (111,613) 156,961 518,839 (16,646) 5,830,437 10,145,935 Net assets available for plan benefits: Beginning of year 2,583,863 713,587 1,543,147 10,323,712 32,058,277 ---------- -------- -------- ---------- ----------- ----------- End of year $2,472,250 $870,548 $518,839 $1,526,501 $16,154,149 $42,204,212 ---------- -------- -------- ---------- ----------- ----------- ---------- -------- -------- ---------- ----------- ----------- The accompanying notes are an integral part of these financial statements. 10 MONACO COACH CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS (See Independent Accountants' Report) 1. DESCRIPTION OF PLAN: The following brief description of Monaco Coach Corporation 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL: The Plan is a defined contribution plan covering substantially all full-time employees of Monaco Coach Corporation (the Company) who have completed 500 hours of service with 6 months of consecutive employment and are age 18 or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS: Voluntary wage reduction may be elected by employees. These pre-tax reductions are contributed to the Plan by the Company and may range from 1% to 16% of the employee's pre-tax earnings. The Plan has a one-quarter match of participants' contributions up to the first 4% of the participants' compensation reduction, if the Company has a net profit at year end. Participants can change their investment fund allocations daily and pre-tax reduction percentage on a quarterly basis. All contributions are limited to the applicable amounts as prescribed by the Internal Revenue Code. PARTICIPANT ROLLOVERS FROM OTHER PLANS: Participants may rollover balances from other 401(k) plans into this Plan upon eligibility of participation in the Plan. INVESTMENT OPTIONS: Receipts of the Plan are invested by the Plan's trustee, Key Trust Company, at the designation of the participants. The Plan offers participants the following funds in which to invest: MANAGED GUARANTEED INVESTMENT CONTRACT FUND (MaGIC+FUND) - The objective of this fund is to seek a reasonable level of income together with the stability of principal. This fund invests primarily in a diversified portfolio of insurance companies and other investment contracts. The effective maturity of the fund is five years or less. BALANCED FUND - This fund seeks conservation of capital, current income and long-term growth of capital and income by investing in stock, bonds and other fixed-income securities. CONTRA FUND - This fund seeks capital appreciation investing. The fund invests primarily in common stock, but it has the ability to purchase other securities, including foreign securities, that may produce capital appreciation. 11 MONACO COACH CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS, Continued (See Independent Accountants' Report) 1. DESCRIPTION OF PLAN, Continued: VALUE STOCK FUND - The objective of this fund is to seek long-term growth capital and dividend income. The fund invests primarily in a diversified group of common stocks with an emphasis on companies with above-average total return potential. Under normal market conditions, the fund's investments will emphasize stocks with above-average dividend yields, below-average price/earnings, price/book value and price/cash flow ratios. SPECIAL VALUE STOCK FUND - The objective of this fund is to seek long-term growth of capital. The fund invests primarily in common stocks of small companies with a market value of less than $1 billion and medium sized companies with a market value of $1 to $5 billion. JANUS OVERSEAS FUND - The objective of this fund is to seek long-term growth of capital. The fund invests primarily in common stocks of companies located outside the United States (U.S.), but has the ability to invest in U.S. companies. MONACO STOCK FUND - This fund invests in Monaco Coach Corporation common stock. The objective of this fund is to allow employees to invest in the financial performance of the corporation. COMMON STOCK - This fund is comprised of Harley-Davidson, Incorporated common stock that was rolled over from the Holiday Rambler plan subsequent to the purchase by Monaco Coach Corporation. Prior to the purchase of Holiday Rambler by Monaco Coach Corporation, employees could designate a percentage of their deferral amount to this fund. However, after the acquisition, this fund is no longer a current investment option. PARTICIPANT LOANS: The Plan agreement contains a loan provision whereby participants can borrow 50% of the value of their vested balance, with the aggregate of all outstanding loans not to exceed $50,000. Interest on such loans is equal to 1% above the trustee's national prime rate (7.75% at December 31, 1998). PAYMENT OF BENEFITS: On termination of employment, a participant may elect to receive either a lump-sum distribution equal to the value of the participant's vested interest in his or her account or roll the balance of the account into a different plan. If the participant has a balance of greater than $3,500 in his or her account, the participant may also elect to keep the balance in the Plan. VESTING: Participants are immediately vested in their salary deferral contributions, as well as the employer match and any discretionary contributions. 12 MONACO COACH CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS, Continued (See Independent Accountants' Report) 1. DESCRIPTION OF PLAN, Continued: PARTICIPANT ACCOUNTS: Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit, to which a participant is entitled, is the benefit that can be provided from the participant's vested account. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF ACCOUNTING: The financial statements of the Plan are prepared under the accrual method of accounting. INVESTMENTS VALUATION AND INCOME RECOGNITION: The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. The Harley-Davidson, Incorporated common stock and Monaco Coach Corporation common stock are valued at quoted market prices. Participant notes receivable are valued at cost, which approximates the estimated fair value as the notes receivable accrue interest at a market rate of interest plus a margin. Purchases and sales of securities are reflected on a trade-date basis. Interest income is recorded on the accrual basis. The Plan presents in the statement of changes in net assets available of plan benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) of those investments. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of additions to and deductions from plan assets during the reporting period. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES: Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. 13 MONACO COACH CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS, Continued (See Independent Accountants' Report) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued: PAYMENT OF BENEFITS: Benefits are recorded when paid. The Plan had $130,267 and $23,789 for December 31, 1998 and 1997, respectively, allocated to participants who have elected to withdraw from the Plan, which have not yet been paid or accrued. 3. INVESTMENTS: The Plan's investments as of December 31, 1998 are as follows: SHARES CURRENT VALUE ------ ------------- MaGIC+Fund 701,483 $ 9,016,868 Balanced Fund 184,908 2,914,151 Contra Fund 140,232 2,750,772 Value Stock Fund 325,750 5,674,561 Special Value Stock Fund 172,934 2,428,000 Janus Overseas Fund 42,190 843,234 Monaco Coach Corporation common stock 16,240 430,360 Harley-Davidson, Incorporated common stock 332,416 15,748,208 The following is a summary of the unaudited information regarding the Plan, included in the Plan's financial statements, that was certified by the trustee, Key Trust Company for the year ended December 31, 1997. Key Trust Company: MaGIC+Fund $ 8,168,845 Balanced Fund 2,443,961 Contra Fund 1,913,087 Value Stock Fund 4,118,746 Special Value Stock Fund 2,547,868 Janus Overseas Fund 700,718 Common stock: Harley-Davidson, Incorporated 10,250,211 Participant loans 1,543,147 ----------- Investment in Trust Fund $31,686,583 ----------- ----------- 14 MONACO COACH CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS, Continued (See Independent Accountants' Report) 4. CASH AND CASH EQUIVALENTS: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Balances during the year may exceed amounts insured by the Federal Deposit Insurance Corporation. 5. TAX STATUS: On July 3, 1997, the Internal Revenue Service issued a letter of determination that the Plan met the requirements of Section 401 of the Internal Revenue Code and was, therefore, exempt from federal income taxes under provisions of Section 501(a). 6. PLAN TERMINATION: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. Participants are 100% vested in their accounts. 15 MONACO COACH CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS, Continued (See Independent Accountants' Report) 7. RECONCILIATION OF FINANCIAL STATEMENT AMOUNTS TO INTERNAL REVENUE SERVICE FORM 5500 AMOUNTS: The following is a reconciliation of net assets available for plan benefits per the financial statements to Form 5500 for December 31, 1998. Net assets available for plan benefits per the financial statements $42,204,212 Amounts allocated to withdrawing participants (130,267) ----------- Net assets available for plan benefits for Form 5500 $42,073,945 ----------- ----------- The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500 for December 31, 1998. Benefits paid to participants per the financial statements $ 3,010,196 Add amounts allocated to withdrawing participants at December 31, 1998 130,267 Less amounts allocated to withdrawing participants at December 31, 1997 (23,789) ----------- Benefits paid to participants per Form 5500 $ 3,116,674 ----------- ----------- Amounts allocated to withdrawing participants are recorded on Form 5500 as benefit claims. 16 MONACO COACH CORPORATION 401(k) PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1998 (See Independent Accountants' Report) DESCRIPTION OF INVESTMENT ----------------------------- RATE OF HISTORICAL CURRENT IDENTITY OF ISSUE SHARES INTEREST MATURITY COST VALUE - ------------------------------- ------- ---------- --------------- ----------- ----------- Key Trust Company: MaGIC+Fund 701,483 N/A 5 years or less $7,972,132 $ 9,016,868 Balanced Fund 184,908 N/A N/A 2,798,417 2,914,151 Contra Fund 140,232 N/A N/A 1,814,080 2,750,772 Value Stock Fund 325,750 N/A N/A 4,928,928 5,674,561 Special Value Stock Fund 172,934 N/A N/A 2,450,655 2,428,000 Janus Overseas Fund 42,190 N/A N/A 810,422 843,234 Common stock: Monaco Coach Corporation 16,240 N/A N/A 326,001 430,360 Harley-Davidson, Incorporated 332,416 N/A N/A 2,855,457 15,748,208 Participant loans Prime rate 1,526,501 1,526,501 plus 1% 5.77% Cash and cash equivalents 494,892 494,892 ----------- ----------- $25,977,485 $41,827,547 ----------- ----------- ----------- ----------- 17 MONACO COACH CORPORATION 401(k) PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1998 (See Independent Accountants' Report) Transactions which, when aggregated, involved more than 5% of the current value of beginning plan assets for the year ended December 31, 1998 were as follows: TRANSACTIONS PURCHASE SELLING FUND DESCRIPTION OF ASSET SHARES/UNITS PRICE PRICE COST NET GAIN - ----------------- -------------------- ------------- ---------- ---------- ---------- -------- MaGIC+ Common funds 136,963.741 $1,705,160 $1,705,160 MaGIC+ Common funds 108,795.450 $1,353,638 1,222,269 $131,369 Value Stock Mutual funds 106,845.611 1,818,711 1,818,711 Value Stock Mutual funds 29,860.422 528,985 437,805 91,180 Common Stock Money Market 1,089,380.000 1,089,380 1,089,380 Common Stock Money Market 760,740.000 760,740 760,740 Participant Loans Promissory notes 1,059,364.000 1,059,364 1,059,364 Participant Loans Promissory notes 874,206.000 874,206 874,206 18