-----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, Of01hRAqIZShhfBiqHoj/S7MGEejU2mfGxPY3DhFwsx/TBdT1D79r+aSK3fe4wW+ koVOzDl5LG35CHEI9BkL+A== 0000315032-97-000001.txt : 19970108 0000315032-97-000001.hdr.sgml : 19970108 ACCESSION NUMBER: 0000315032-97-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970107 SROS: AMEX SROS: NASD SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATE FARM MUTUAL AUTOMOBILE INSURANCE CO CENTRAL INDEX KEY: 0000315032 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 370533100 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42569 FILM NUMBER: 97501789 BUSINESS ADDRESS: STREET 1: ONE STATE FARM PLAZA CITY: BLOOMINGTON STATE: IL ZIP: 61701 BUSINESS PHONE: 3097662302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STATE FARM MUTUAL AUTOMOBILE INSURANCE CO CENTRAL INDEX KEY: 0000315032 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 370533100 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE STATE FARM PLAZA CITY: BLOOMINGTON STATE: IL ZIP: 61701 BUSINESS PHONE: 3097662302 SC 13G/A 1 Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 7 (A fee is not being paid with this statement) BIOMET, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 090613100 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 4,182,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 4,182,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 4,182,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.61 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 1,955,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,955,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,955,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.69 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 2,140,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,140,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,140,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.85 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ BIOMET, INC. AIRPORT INDUSTRIAL PARK P.O. BOX 587 WARSAW, IN. 46581-0587 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 8,277,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 7.15 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 4,182,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 1,550,000 shares State Farm Balanced Fund, Inc. IV 405,000 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 1,670,000 shares Balanced Account 470,000 shares ----------------- 8,277,000 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 18 (A fee is not being paid with this statement) BANCORP HAWAII, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 059685107 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 816,750 6. Shared Voting Power: 0 7. Sole Dispositive Power: 816,750 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 816,750 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.01 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 253,192 6. Shared Voting Power: 0 7. Sole Dispositive Power: 253,192 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 253,192 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.62 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 519,817 6. Shared Voting Power: 0 7. Sole Dispositive Power: 519,817 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 519,817 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.28 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 500,667 6. Shared Voting Power: 0 7. Sole Dispositive Power: 500,667 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 500,667 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.23 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 721,130 6. Shared Voting Power: 0 7. Sole Dispositive Power: 721,130 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 721,130 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.77 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ BANCORP HAWAII, INC. FINANCIAL PLAZA OF THE PACIFIC 130 MERCHANT STREET HONOLULU, HAWAII 96813 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,811,556 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 6.93 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 816,750 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 253,192 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 382,537 shares State Farm Balanced Fund, Inc. IV 137,280 shares State Farm Insurance Companies Employee Retirement Trust EP 500,667 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 579,305 shares Balanced Account 141,825 shares ----------------- 2,811,556 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 17 (A fee is not being paid with this statement) BANPONCE CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 066704107 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,708,544 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,708,544 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,708,544 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.58 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 461,560 6. Shared Voting Power: 0 7. Sole Dispositive Power: 461,560 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 461,560 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.69 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 1,295,020 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,295,020 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,295,020 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.95 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,365,938 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,365,938 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,365,938 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.06 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ BANPONCE CORPORATION BANCO POPULAR CENTER 209 MUNOZ RIVERA AVE., HATO REY SAN JUAN, PR 00918 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 4,831,062 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 7.30 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,708,544 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 461,560 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 1,058,058 shares State Farm Balanced Fund, Inc. IV 236,962 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 1,085,846 shares Balanced Account 280,092 shares ----------------- 4,831,062 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 18 (A fee is not being paid with this statement) THE DEXTER CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 252165105 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,064,374 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,064,374 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,064,374 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.47 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 212,499 6. Shared Voting Power: 0 7. Sole Dispositive Power: 212,499 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 212,499 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.89 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ THE DEXTER CORPORATION ONE ELM STREET WINDSOR LOCKS, CT. 06096 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,276,873 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 5.36 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,064,374 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 212,499 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 1,276,873 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 11 (A fee is not being paid with this statement) ENGELHARD CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 292845104 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 5,748,975 6. Shared Voting Power: 0 7. Sole Dispositive Power: 5,748,975 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 5,748,975 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.99 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 846,450 6. Shared Voting Power: 0 7. Sole Dispositive Power: 846,450 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 846,450 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.58 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,075,468 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,075,468 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,075,468 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.13 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ ENGELHARD CORPORATION 101 WOOD AVENUE ISELIN, N.J. 08830-0770 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 9,670,893 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 6.72 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 5,748,975 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 846,450 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 3,075,468 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 9,670,893 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 18 (A fee is not being paid with this statement) ELCOR CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 284443108 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 500,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 500,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 500,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 5.69 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ ELCOR CORPORATION 14643 DALLAS PARKWAY SUITE 1000, WELLINGTON CENTER DALLAS, TEX. 75240-8871 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 500,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 5.69 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 500,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 500,000 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 2 (A fee is not being paid with this statement) EQUITABLE RESOURCES, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 294549100 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,606,750 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,606,750 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,606,750 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.54 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 525,700 6. Shared Voting Power: 0 7. Sole Dispositive Power: 525,700 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 525,700 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.48 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ EQUITABLE RESOURCES, INC. 420 BOULEVARD OF THE ALLIES PITTSBURGH, PA. 15219 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,132,450 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 6.03 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,606,750 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 525,700 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 2,132,450 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 19 (A fee is not being paid with this statement) HON INDUSTRIES INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 438092108 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 880,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 880,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 880,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.93 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 246,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 246,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 246,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.81 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 799,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 799,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 799,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.66 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 888,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 888,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 888,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.95 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 868,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 868,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 868,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.89 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ HON INDUSTRIES INC. P.O. BOX 1109 414 EAST THIRD ST. MUSCATINE, IOWA 52761-7109 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 3,683,200 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 12.25 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 880,800 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 246,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 719,600 shares State Farm Balanced Fund, Inc. IV 80,000 shares State Farm Insurance Companies Employee Retirement Trust EP 888,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 800,400 shares Balanced Account 68,400 shares ----------------- 3,683,200 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 7 (A fee is not being paid with this statement) IMMUNE RESPONSE CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 45252T106 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,128,572 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,128,572 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,128,572 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 5.59 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ IMMUNE RESPONSE CORPORATION 5935 DARWIN COURT CARLSBAD, CA. 92008 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,128,572 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 5.59 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,128,572 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 1,128,572 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 8 (A fee is not being paid with this statement) LIBERTY BANCORP INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 530175108 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 645,161 6. Shared Voting Power: 0 7. Sole Dispositive Power: 645,161 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 645,161 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 6.83 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ LIBERTY BANCORP INC. LIBERTY TOWER 100 NORTH BROADWAY OKLAHOMA CITY, OKLA. 73102 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 645,161 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 6.83 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 645,161 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 645,161 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 10 (A fee is not being paid with this statement) LATTICE SEMICONDUCTOR CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 518415104 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,625,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,625,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,625,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 7.26 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ LATTICE SEMICONDUCTOR CORPORATION 5555 NORTH EAST MOORE COURT HILLSBORO, ORE. 97124-6421 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,625,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 7.26 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,625,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 1,625,000 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 6 (A fee is not being paid with this statement) MANPOWER INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 56418H100 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 6,160,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 6,160,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 6,160,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 7.50 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ MANPOWER INC. 5301 N. IRONWOOD ROAD MILWAUKEE, WISC. 53217 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 6,160,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 7.50 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 6,160,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 6,160,000 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 9 (A fee is not being paid with this statement) MC CORMICK & COMPANY, INCORPORATED NON-VOTING ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 579780206 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 2,444,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,444,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,444,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.60 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,616,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,616,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,616,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.38 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ MC CORMICK & COMPANY, INCORPORATED 18 LOVETON CIRCLE P.O. BOX 6000 SPARKS, MD. 21152-6000 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 4,060,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 5.98 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,444,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 1,616,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 4,060,000 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 2 (A fee is not being paid with this statement) MICROFIELD GRAPHICS, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 59506W104 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 410,348 6. Shared Voting Power: 0 7. Sole Dispositive Power: 410,348 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 410,348 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 12.84 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ MICROFIELD GRAPHICS, INC. 7216 SOUTHWEST DURHAM ROAD PORTLAND, ORE. 97224 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 410,348 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 12.84 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 410,348 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 410,348 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 16 (A fee is not being paid with this statement) OSMONICS INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 688350107 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 528,187 6. Shared Voting Power: 0 7. Sole Dispositive Power: 528,187 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 528,187 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.72 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 421,875 6. Shared Voting Power: 0 7. Sole Dispositive Power: 421,875 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 421,875 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.97 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 438,750 6. Shared Voting Power: 0 7. Sole Dispositive Power: 438,750 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 438,750 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.09 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ OSMONICS INC. 5951 CLEARWATER DRIVE MINNETONKA, MN 55343 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,388,812 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 9.79 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 528,187 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 337,500 shares State Farm Balanced Fund, Inc. IV 84,375 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 337,500 shares Balanced Account 101,250 shares ----------------- 1,388,812 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 8 (A fee is not being paid with this statement) PRECISION CASTPARTS CORP. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 740189105 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,531,100 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,531,100 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,531,100 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 7.43 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ PRECISION CASTPARTS CORP. EXECUTIVE OFFICE, SUITE 440 4650 S. W. MACADAM PORTLAND, ORE. 97201 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,531,100 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 7.43 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,531,100 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 1,531,100 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 19 (A fee is not being paid with this statement) POGO PRODUCING COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 730448107 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,180,145 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,180,145 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,180,145 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 9.56 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Life Insurance Company 37-0533090 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 957,766 6. Shared Voting Power: 0 7. Sole Dispositive Power: 957,766 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 957,766 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.87 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 146,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 146,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 146,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.44 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,235,766 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,235,766 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,235,766 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.71 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ POGO PRODUCING COMPANY 5 GREENWAY PLAZA SUITE 2700 HOUSTON, TEXAS 77046-0504 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 5,520,077 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 16.59 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,180,145 shares State Farm Life Insurance Company IC 957,766 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 146,400 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 1,235,766 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 5,520,077 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 8 (A fee is not being paid with this statement) ROGERS CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 775133101 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 400,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 400,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 400,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 5.41 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ ROGERS CORPORATION P.O. BOX 188 ONE TECHNOLOGY DRIVE ROGERS, CONN. 06263-0188 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 400,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 5.41 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 400,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 400,000 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 7 (A fee is not being paid with this statement) RAYCHEM CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 754603108 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,150,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,150,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,150,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.57 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 350,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 350,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 350,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.78 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 110,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 110,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 110,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.24 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 961,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 961,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 961,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.15 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 155,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 155,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 155,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.34 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ RAYCHEM CORPORATION 300 CONSTITUTION DRIVE MENLO PARK, CA. 94025-1164 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,726,500 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 6.09 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,150,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 350,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 110,000 shares State Farm Insurance Companies Employee Retirement Trust EP 961,500 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 155,000 shares ----------------- 2,726,500 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 2 (A fee is not being paid with this statement) SCANDINAVIAN BROADCASTING SYSTEM SA ___________________________________________________ (Issuer) ORDINARY SHARES ___________________________________________________ (Title of Class of Securities) L8137H108 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 360,181 6. Shared Voting Power: 0 7. Sole Dispositive Power: 360,181 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 360,181 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.63 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 450,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 450,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 450,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.29 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 439,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 439,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 439,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.21 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ SCANDINAVIAN BROADCASTING SYSTEM SA 8-10 RUE MATHIAS HARDT, L-1717 LUXEMBOURG, LUXEMBOURG Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,249,681 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 9.14 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 0 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 360,181 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 450,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 439,500 shares Balanced Account 0 shares ----------------- 1,249,681 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 18 (A fee is not being paid with this statement) SIGMA-ALDRICH CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 826552101 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,649,640 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,649,640 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,649,640 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.29 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Life Insurance Company 37-0533090 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 61,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 61,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 61,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.12 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 734,100 6. Shared Voting Power: 0 7. Sole Dispositive Power: 734,100 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 734,100 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.46 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,198,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,198,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,198,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.39 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 595,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 595,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 595,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.19 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ SIGMA-ALDRICH CORPORATION 3050 SPRUCE STREET ST. LOUIS, MO. 63103 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 4,239,040 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 8.47 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,649,640 shares State Farm Life Insurance Company IC 61,000 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 630,600 shares State Farm Balanced Fund, Inc. IV 103,500 shares State Farm Insurance Companies Employee Retirement Trust EP 1,198,800 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 510,600 shares Balanced Account 84,900 shares ----------------- 4,239,040 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 1 (A fee is not being paid with this statement) STERICYCLE INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 858912108 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 937,522 6. Shared Voting Power: 0 7. Sole Dispositive Power: 937,522 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 937,522 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 9.37 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ STERICYCLE INC. 1419 LAKE COOK ROAD SUITE 410 DEERFIELD, ILL. 60015 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 937,522 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 9.37 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 937,522 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 937,522 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 1 (A fee is not being paid with this statement) SOUTHWESTERN ENERGY COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 845467109 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 699,100 6. Shared Voting Power: 0 7. Sole Dispositive Power: 699,100 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 699,100 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.82 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 731,700 6. Shared Voting Power: 0 7. Sole Dispositive Power: 731,700 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 731,700 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.96 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ SOUTHWESTERN ENERGY COMPANY 1083 SAIN STREET P.O. BOX 1408 FAYETTEVILLE, ARK. 72702-1408 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,430,800 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 5.79 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 699,100 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 731,700 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 1,430,800 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 15 (A fee is not being paid with this statement) TMBR SHARP DRILLING INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 87257P101 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 394,750 6. Shared Voting Power: 0 7. Sole Dispositive Power: 394,750 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 394,750 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 11.20 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 5,250 6. Shared Voting Power: 0 7. Sole Dispositive Power: 5,250 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 5,250 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.14 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ TMBR SHARP DRILLING INC. 4607 WEST INDUSTRIAL BLVD. MIDLAND, TEX. 79703 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 400,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 11.35 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 394,750 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 5,250 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 400,000 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 2 (A fee is not being paid with this statement) THE TOWN & COUNTRY TRUST ___________________________________________________ (Issuer) COM SH OF BENEFICIAL INT ___________________________________________________ (Title of Class of Securities) 892081100 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,000,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,000,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,000,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 6.37 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ THE TOWN & COUNTRY TRUST SUITE 1700 100 SOUTH CHARLES ST. BALTIMORE, MD. 21201 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,000,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 6.37 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,000,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 1,000,000 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 17 (A fee is not being paid with this statement) TOM BROWN, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 115660201 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 2,200,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,200,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,200,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 10.39 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 20,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 20,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 20,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.09 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ TOM BROWN, INC. P.O. BOX 2608 500 EMPIRE PLAZA BLDG. MIDLAND, TEX. 79701 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,220,000 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 10.48 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,200,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 20,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 2,220,000 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 17 (A fee is not being paid with this statement) VULCAN MATERIALS COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 929160109 ___________________________________________________ (Cusip Number) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 2,791,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,791,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,791,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 8.05 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 399,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 399,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 399,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.15 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 486,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 486,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 486,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.40 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ VULCAN MATERIALS COMPANY ONE METROPLEX DRIVE BIRMINGHAM, ALA. 35209 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 3,677,400 shares on 12/31/1996 _________________________ Item 4(b). Percent of Class: 10.60 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/03/1997 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Kurt G. Moser, Fiduciary of each Kurt G. Moser, Vice President of of the above each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,791,200 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 346,400 shares State Farm Balanced Fund, Inc. IV 53,400 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 402,800 shares Balanced Account 83,600 shares ----------------- 3,677,400 shares -----END PRIVACY-ENHANCED MESSAGE-----