-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSZQBB8PrPoGVxWsOF1Sr9CLjgZyEdvNEE3ZfCzX4eaHu1lHOSUaYmN5AHDEIgFB qP9Et+YHXMmXw1KCJAWsdg== 0000950115-97-001003.txt : 19970630 0000950115-97-001003.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950115-97-001003 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BETZDEARBORN INC CENTRAL INDEX KEY: 0000011884 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 231503731 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11558 FILM NUMBER: 97631727 BUSINESS ADDRESS: STREET 1: 4636 SOMERTON RD CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2153553300 MAIL ADDRESS: STREET 1: 4636 SOMERTON ROAD CITY: TREVOSE STATE: PA ZIP: 19053 FORMER COMPANY: FORMER CONFORMED NAME: BETZ LABORATORIES INC DATE OF NAME CHANGE: 19920703 11-K 1 ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1996. [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ______________ to ______________ Commission File Number 0-2085 BETZDEARBORN INC. EMPLOYEE STOCK OWNERSHIP AND 401K PLAN (Title of Plan) BETZDEARBORN INC. 4636 Somerton Road Trevose, Pennsylvania 19053 (Name of Issuer of the Securities Held Pursuant to the Plans and the Address of its Principal Executive Office) Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized. BETZDEARBORN INC. By: /s/ William C. Brafford ---------------------------- William C. Brafford Vice President, Secretary and General Counsel Financial Statements and Schedule BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Years ended December 31, 1996 and 1995 with Report of Independent Auditors BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Financial Statements and Schedule Years ended December 31, 1996 and 1995 Contents Report of Independent Auditors..........................................1 Audited Financial Statements Statements of Net Assets Available for Benefits.........................2 Statements of Changes in Net Assets Available for Benefits..............3 Notes to Financial Statements...........................................4 Schedule Assets Held for Investment Purposes.....................................12 Report of Independent Auditors Retirement Committee BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan We have audited the accompanying statements of net assets available for benefits of the BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. 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 benefits of the Plan at December 31, 1996 and 1995, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed 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, 1996 is 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 is not a required part of the financial statements. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the 1996 financial statements and, in our opinion, is fairly stated in all material respects in relation to the 1996 financial statements taken as a whole. ERNST & YOUNG LLP June 2, 1997 1 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Statements of Net Assets Available for Benefits
December 31 1996 1995 ------------ ------------ Assets Investments: Series A ESOP Convertible Preferred Stock of BetzDearborn Inc. $162,398,524 $120,604,718 Common Stock--BetzDearborn Inc. 31,880,666 25,797,696 Putnam Voyager Fund 38,799,167 32,181,112 Putnam Fund for Growth and Income 30,887,194 24,392,800 Putnam New Opportunities Fund 10,462,397 3,634,804 Putnam Money Market Fund 8,775,990 6,775,829 Putnam U.S. Government Income Trust 5,673,604 5,502,763 Putnam Global Growth Fund 4,171,205 1,866,534 Putnam Loan Fund 2,880,805 2,605,761 ------------ ------------ 295,929,552 223,362,017 Contribution receivable 277,420 1,419,095 Cash 75,916 63,417 ------------ ------------ Total assets 296,282,888 224,844,529 Liabilities Accrued interest payable 272,493 259,907 Loan payable 95,500,000 96,500,000 ------------ ------------ Total liabilities 95,772,493 96,759,907 ------------ ------------ Net assets available for benefits $200,510,395 $128,084,622 ============ ============
See accompanying notes. 2 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Statements of Changes in Net Assets Available for Benefits Year ended December 31 1996 1995 ------------ ------------ Additions: Contributions from employer $ 1,240,509 $ 994,672 Contributions from employees 15,687,411 10,689,507 Interest and dividend income 15,079,970 13,161,866 ------------ ------------ 32,007,890 24,846,045 Deductions: Benefit payments 10,234,761 6,325,759 Interest expense 7,987,126 7,834,907 Administrative expenses 28,569 32,525 ------------ ------------ 18,250,456 14,193,191 ------------ ------------ 13,757,434 10,652,854 Net realized and unrealized appreciation in fair value of investments 58,668,339 2,491,225 ------------ ------------ Net additions 72,425,773 13,144,079 Net assets available for benefits at beginning of year 128,084,622 114,940,543 ------------ ------------ Net assets available for benefits at end of year $200,510,395 $128,084,622 ============ ============ See accompanying notes. 3 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Notes to Financial Statements December 31, 1996 1. Significant Accounting Policies Valuation of Investments Series A ESOP Convertible Preferred Stock of BetzDearborn Inc. is stated at aggregate current value as determined by an independent securities appraisal company. Marketable securities and investments in various mutual funds are stated at aggregate fair value as determined from quoted market prices. The change in the difference between current fair values and the cost of investments and realized gains and losses on sales of investments is reflected in the statement of changes in net assets available for benefits as net realized and unrealized appreciation in fair value of investments. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. Description of Plan The BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan ("Plan") is a defined contribution plan, which covers substantially all domestic employees of BetzDearborn Inc. (the "Company") who have attained age 21. On June 28, 1996, Betz Laboratories, Inc. acquired the Dearborn operations from W.R. Grace and formally changed its name to BetzDearborn Inc. As of the closing date, all domestic employees of Dearborn were given full credit in The Plan for service with W.R. Grace for purposes of eligibility and vesting. Under the 401(k) provisions of the Plan, employees can contribute on a pretax basis amounts up to 15% of salary, the first 4% being matched by the Company at a rate of 25%. The Company's matching contributions are made in the form of the BetzDearborn Inc. Convertible Preferred Stock. 4 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) After satisfying the 401(k) matching contributions and dividends, the remaining allocable preferred shares are allocated to individual participants' accounts as of December 31st of each plan year based on the participants' eligible compensation as a percentage of total eligible compensation. The number of shares released for allocation in a plan year is equal to the number of previously unreleased shares multiplied by a fraction. The numerator of the fraction is the amount of principal and interest paid on the loan for the Plan year, and the denominator of the fraction is the sum of the numerator plus the principal and interest to be paid on the loan for all future plan years during the term of the loan. The Board of Directors has the right to discontinue the Company's contributions to the Plan and to terminate or partially terminate the Plan at any time. In the event of Plan termination or discontinuance of Company contributions, the rights of the affected participants shall be 100% vested. Additional information about the plan agreement, its vesting, distribution, loan, and forfeiture provisions is contained in Company publications available from the Plan Administrator. 3. Investments During 1996 and 1995, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value as follows:
Net Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year ------------ ------------ Year ended December 31, 1996 Series A ESOP Convertible Preferred Stock of BetzDearborn Inc. $ 43,692,268 $162,398,524 Common Stock--BetzDearborn Inc. 10,209,780 31,880,666 Putnam Voyager Fund 1,702,565 38,799,167 Putnam Fund for Growth and Income 2,801,333 30,887,194 Putnam Money Market Fund -- 8,775,990 Putnam U.S. Government Income Trust (156,899) 5,673,604 Putnam New Opportunities Fund 250,952 10,462,397 Putnam Loan Fund -- 2,880,805 Putnam Global Growth Fund 168,340 4,171,205 ------------ ------------ $ 58,668,339 $295,929,552 ============ ============
5 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Notes to Financial Statements (continued) 3. Investments (continued)
Net Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year ------------ ------------ Year ended December 31, 1995 Series A ESOP Convertible Preferred Stock of BetzDearborn Inc. $(8,200,976) $120,604,718 Common Stock--BetzDearborn Inc. (2,189,171) 25,797,696 Putnam Voyager Fund 7,272,031 32,181,112 Putnam Fund for Growth and Income 4,867,589 24,392,800 Putnam Money Market Fund - 6,775,829 Putnam U.S. Government Income Trust 406,482 5,502,763 Putnam New Opportunities Fund 208,140 3,634,804 Putnam Loan Fund - 2,605,761 Putnam Global Growth Fund 127,130 1,866,534 ------------ ------------ $ 2,491,225 $223,362,017 ============ ============
4. ESOP Loan, Company Loan Guarantee and Employer Contributions The ESOP loan is secured by the unallocated shares of BetzDearborn Inc. Series A ESOP Convertible Preferred Stock and is guaranteed by the Company. At December 31, 1996, the Plan held 359,869 unallocated shares of the Preferred Stock with a fair value of $121,444,991. The Company is required to make contributions to the Plan which, together with dividends received on stock held by the Plan, are sufficient to enable the Plan to service its indebtedness. Interest was incurred on the loan at 8.08% from January 1, 1995 to June 28, 1996 and 8.56% from June 29, 1996 to December 31, 1996. Debt service contributions paid to the ESOP during 1996 and 1995 totaled $8,974,540 and $8,837,600, respectively, including Preferred Stock dividends of $7,746,617 and $7,840,235, respectively. An additional contribution of $272,493 has been accrued by the Plan and is included in the contribution receivable recorded at December 31, 1996. The ESOP loan matures on June 19, 2009 and requires principal payments of $1,000,000 in each of the years 1997 through 1999, $1,500,000 in 2000, $2,500,000 in 2001, and $88,500,000 thereafter. The Company is obligated to maintain certain financial ratios and meet certain net worth and indebtedness tests. 6 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Notes to Financial Statements (continued) 5. Transactions with Parties-in-Interest In accordance with the Plan document, the Company will pay substantially all administrative expenses reasonably incurred in connection with the Plan. It is impractical to allocate common expenses of the Company and the Plan. However, certain employees of the Company are involved in the operation of the Plan. Trustee's and other expenses directly applicable to the Plan and paid by the Company amounted to $62,466 and $99,156 in 1996 and 1995, respectively. 6. Income Tax Status The Internal Revenue Service has ruled (March 23, 1995) that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Retirement Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 7 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Notes to Financial Statements (continued) 7. Investment Programs The amount of net assets at December 31, 1996 and 1995, and the changes in net assets for the years then ended, were allocated to the separate investment programs as follows:
Putnam Putnam Putnam Fund New Voyager for Growth Opportunities 1996 ESOP Fund Stock Fund Fund and Income Fund ---- --------- ---------- ----------- ---------- ----------- Assets Investments: ESOP preferred stock-- BetzDearborn Inc. $162,398,524 $ -- $ -- $ -- $ -- Common stock--BetzDearborn Inc. 31,880,666 Putnam Voyager Fund 38,799,167 Putnam Fund for Growth and Income 30,887,194 Putnam New Opportunities Fund 10,462,397 Putnam Money Market Fund Putnam U.S. Government Income Trust Putnam Global Growth Fund Putnam Loan Fund Contribution receivable 272,493 4,927 Cash 43,386 32,530 ------------ ----------- ----------- ----------- ----------- Total assets 162,714,403 31,913,196 38,799,167 30,892,121 10,462,397 Liabilities Accrued interest payable 272,493 Loan payable 95,500,000 ------------ ----------- ----------- ----------- ----------- Net assets $ 66,941,910 $31,913,196 $38,799,167 $30,892,121 $10,462,397 ============ =========== =========== =========== ===========
8
Putnam Putnam Putnam U.S. Global Putnam Money Government Growth Loan 1996 Market Fund Income Trust Fund Fund Total ---- ------------ ------------ ---------- ---------- ------------ Assets Investments: ESOP preferred stock-- BetzDearborn Inc. $ -- $ -- $ -- $ -- $162,398,524 Common stock--BetzDearborn Inc. 31,880,666 Putnam Voyager Fund 38,799,167 Putnam Fund for Growth and Income 30,887,194 Putnam New Opportunities Fund 10,462,397 Putnam Money Market Fund 8,775,990 8,775,990 Putnam U.S. Government Income Trust 5,673,604 5,673,604 Putnam Global Growth Fund 4,171,205 4,171,205 Putnam Loan Fund 2,880,805 2,880,805 Contribution receivable 277,420 Cash 75,916 ---------- ---------- ---------- ---------- ------------ Total assets 8,775,990 5,673,604 4,171,205 2,880,805 296,282,888 Liabilities Accrued interest payable 272,493 Loan payable 95,500,000 ---------- ---------- ---------- ---------- ------------ Net assets $8,775,990 $5,673,604 $4,171,205 $2,880,805 $200,510,395 ========== ========== ========== ========== ============
9 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Putnam Putnam Putnam Fund New Voyager for Growth Opportunities 1995 ESOP Fund Stock Fund Fund and Income Fund ---- ------------ ---------- ----------- ----------- ---------- Assets Investments: ESOP preferred stock-- BetzDearborn Inc. $120,604,718 $ -- $ -- $ -- $ -- Common stock--BetzDearborn Inc. 25,797,696 Putnam Voyager Fund 32,181,112 Putnam Fund for Growth and Income 24,392,800 Putnam Money Market Fund Putnam U.S. Government Income Trust Putnam New Opportunities Fund 3,634,804 Putnam Loan Fund Putnam Global Growth Fund Contribution receivable 259,907 215,150 407,881 268,083 89,713 Cash 34,151 29,266 ------------ ----------- ----------- ----------- ---------- Total assets 120,898,776 26,042,112 32,588,993 24,660,883 3,724,517 Liabilities Accrued interest payable 259,907 Loan payable 96,500,000 ------------ ----------- ----------- ----------- ---------- Net assets $ 24,138,869 $26,042,112 $32,588,993 $24,660,883 $3,724,517 ============ =========== =========== =========== ==========
10
Putnam Putnam Putnam U.S. Global Putnam Money Government Growth Loan 1995 Market Fund Income Trust Fund Fund Total ---- -------------- ------------ ----------- ---------- ------------ Assets Investments: ESOP preferred stock-- BetzDearborn Inc. $ -- $ -- $ -- $ -- $120,604,718 Common stock--BetzDearborn Inc. 25,797,696 Putnam Voyager Fund 32,181,112 Putnam Fund for Growth and Income 24,392,800 Putnam Money Market Fund 6,775,829 6,775,829 Putnam U.S. Government Income Trust 5,502,763 5,502,763 Putnam New Opportunities Fund 3,634,804 Putnam Loan Fund 2,605,761 2,605,761 Putnam Global Growth Fund 1,866,534 1,866,534 Contribution receivable 65,630 65,996 46,735 1,419,095 Cash 63,417 ---------- ---------- ---------- ---------- ------------ Total assets 6,841,459 5,568,759 1,913,269 2,605,761 224,844,529 Liabilities Accrued interest payable 259,907 Loan payable 96,500,000 ---------- ---------- ---------- ---------- ------------ Net assets $6,841,459 $5,568,759 $1,913,269 $2,605,761 $128,084,622 ========== ========== ========== ========== ============
11 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Putnam Putnam Putnam Fund New Voyager for Growth Opportunities ESOP Fund Stock Fund Fund and Income Fund ----------- ------------ ----------- ----------- ----------- Net assets at December 31, 1995 $24,138,869 $26,042,112 $32,588,993 $24,660,883 $ 3,724,517 Add: Contributions from employer 1,240,509 Contributions from employees 2,067,193 4,580,354 3,310,813 2,724,938 Loan repayments from employees 291,098 489,647 308,256 180,306 Investment income 7,755,852 891,360 2,463,929 2,622,029 80,640 Loans issued (368,434) (536,554) (366,682) (132,707) Benefit payments (1,898,462) (1,848,448) (2,286,177) (2,031,731) (400,926) Interest expense (7,987,126) Administrative expenses (5,655) (9,006) (6,982) (2,009) Net realized and unrealized appreciation (depreciation) in fair value of investments 43,692,268 10,209,780 1,702,565 2,801,333 250,952 Interfund transfers (5,365,810) (194,584) (405,798) 4,036,686 ----------- ----------- ----------- ----------- ----------- Net assets at December 31, 1996 $66,941,910 $31,913,196 $38,799,167 $30,892,121 $10,462,397 =========== =========== =========== =========== ===========
There were 3,820 active participants in the Plan at December 31, 1996. 12
Putnam Putnam U.S. Putnam Putnam Money Government Global Loan Market Fund Income Trust Growth Fund Fund Total ----------- ------------ ----------- ------------ ------------ Net assets at December 31, 1995 $ 6,841,459 $5,568,759 $1,913,269 $ 2,605,761 $128,084,622 Add: Contributions from employer 1,240,509 Contributions from employees 983,043 925,827 1,095,243 15,687,411 Loan repayments from employees 91,957 57,434 51,894 (1,470,592) - Investment income 371,269 355,678 291,208 248,005 15,079,970 Loans issued (130,214) (116,428) (68,272) 1,719,291 - Benefit payments (1,068,066) (319,398) (159,893) (221,660) (10,234,761) Interest expense (7,987,126) Administrative expenses (2,503) (1,536) (878) (28,569) Net realized and unrealized appreciation (depreciation) in fair value of investments (156,899) 168,340 58,668,339 Interfund transfers 1,689,045 (639,833) 880,294 - ----------- ---------- ---------- ------------ ------------ Net assets at December 31, 1996 $ 8,775,990 $5,673,604 $4,171,205 $ 2,880,805 $200,510,395 =========== ========== ========== ============ ============
13 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Putnam Putnam Putnam Fund New Voyager for Growth Opportunities ESOP Fund Stock Fund Fund and Income Fund ----------- ---------- ----------- ----------- ---------- Net assets at January 1, 1995 $32,444,673 $28,887,869 $20,979,042 $17,319,127 $ -- Add: Contributions from employer 994,672 Contributions from employees 2,282,573 3,765,015 2,524,811 280,657 Loan repayments from employees 320,534 370,943 247,970 16,610 Investment income 7,847,035 955,630 1,717,364 1,592,439 Loans issued (356,514) (523,994) (400,751) (3,324) Benefit payments (1,111,628) (951,107) (1,540,636) (1,254,854) (718) Interest expense (7,834,907) Administrative expenses (8,141) (10,856) (8,078) Net realized and unrealized appreciation (depreciation) in fair value of investments (8,200,976) (2,189,171) 7,272,031 4,867,589 208,140 Interfund transfers (2,899,561) 560,084 (227,370) 3,223,152 ----------- ----------- ----------- ----------- ---------- Net assets at December 31, 1995 $24,138,869 $26,042,112 $32,588,993 $24,660,883 $3,724,517 =========== =========== =========== =========== ==========
14 There were 2,987 active participants in the Plan at December 31, 1995.
Putnam Putnam U.S. Putnam Putnam Money Governmen Global Loan Market Fund Income Trust Growth Fund Fund Total ----------- ------------ ----------- ------------ ------------ Net assets at January 1, 1995 $6,365,274 $5,029,367 $1,774,290 $ 2,140,901 $114,940,543 Add: Contributions from employer 994,672 Contributions from employees 658,833 698,408 479,210 10,689,507 Loan repayments from employees 92,334 56,379 47,097 (1,151,867) -- Investment income 411,486 368,821 101,102 167,989 13,161,866 Loans issued (145,148) (71,642) (23,145) 1,524,518 - Benefit payments (870,700) (368,951) (151,385) (75,780) (6,325,759) Interest expense (7,834,907) Administrative expenses (2,929) (1,918) (603) (32,525) Net realized and unrealized appreciation (depreciation) in fair value of investments 406,482 127,130 2,491,225 Interfund transfers 332,309 (548,187) (440,427) -- ---------- ---------- ---------- ----------- ------------ Net assets at December 31, 1995 $6,841,459 $5,568,759 $1,913,269 $ 2,605,761 $128,084,622 ========== ========== ========== =========== ============
15 BetzDearborn Inc. Employee Stock Ownership and 401(k) Plan Assets Held for Investment Purposes December 31, 1996
Description of Investment Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Par, or or Similar Party Maturity Value Cost Market ---------------------------- ---------------------------- ---- ------ Preferred stock: BetzDearborn Inc. Series A ESOP Convertible Preferred Stock* 481,223 shares $ 96,244,600 $162,398,524 Common stock: BetzDearborn Inc.* 544,968 shares 19,531,052 31,880,666 Mutual funds: Putnam* Voyager Fund 2,406,896 units 31,031,389 38,799,167 Putnam* Fund for Growth and Income 1,714,050 units 25,212,419 30,887,194 Putnam* New Opportunities Fund 257,504 units 10,177,801 10,462,397 Putnam* Money Market Fund 8,775,990 units 8,775,990 8,775,990 Putnam* U.S. Government Income Trust 442,213 units 5,803,056 5,673,604 Putnam* Global Growth Fund 385,508 units 4,011,548 4,171,205 Putnam* Loan Fund Participant loans; between 8% to 10.5% interest 2,880,805 2,880,805 ------------ ------------ Total mutual funds 87,893,008 101,650,362 ------------ ------------ Total assets held for investment purposes $203,668,660 $295,929,552 ============ ============
*Indicates party-in-interest to the Plan. 16 -----END PRIVACY-ENHANCED MESSAGE-----