-----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, UiU+0hdbUrrj7nQ/ULgBv57Xp8G2O5kszkqwZvwo2epsyC+Fbx/nRg3LIsHVRv4Q Ijw3n3KIC1nkd1UwyBs2nw== 0000315032-98-000006.txt : 19980121 0000315032-98-000006.hdr.sgml : 19980121 ACCESSION NUMBER: 0000315032-98-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980120 SROS: NASD 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: SEC FILE NUMBER: 005-42569 FILM NUMBER: 98509515 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. ___ 18 (A fee is not being paid with this statement) ADC TELECOMMUNICATIONS, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 000886101 ___________________________________________________ (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: 9,805,496 6. Shared Voting Power: 0 7. Sole Dispositive Power: 9,805,496 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 9,805,496 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 7.42 % 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: 708,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 708,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 708,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.53 % 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: 1,284,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,284,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,284,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.97 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ ADC TELECOMMUNICATIONS, INC. 4900 WEST 78TH STREET MINNEAPOLIS, MN. 55435-5480 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: 11,798,496 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 8.93 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 9,805,496 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 450,000 shares State Farm Balanced Fund, Inc. IV 258,200 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 1,013,000 shares Balanced Account 271,800 shares ----------------- 11,798,496 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. ___ 8 (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: 3.75 % 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: 1.75 % 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: 1.91 % 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, IND. 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 12/31/1997 _________________________ Item 4(b). Percent of Class: 7.42 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 7 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) POPULAR, INC. (Formererly Banponce Corporation: cusip 066704107) ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 733174106 ___________________________________________________ (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: 2.52 % 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: 0.68 % 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: 498,620 6. Shared Voting Power: 0 7. Sole Dispositive Power: 498,620 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 498,620 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.73 % 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: 749,538 6. Shared Voting Power: 0 7. Sole Dispositive Power: 749,538 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 749,538 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.10 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ POPULAR, INC. POPULAR CENTER BUILDING 209 MUNOZ RIVERA AVE., HATO REY SAN JUAN, PUERTO RICO 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: 3,418,262 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 5.05 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 415,158 shares State Farm Balanced Fund, Inc. IV 83,462 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 599,046 shares Balanced Account 150,492 shares ----------------- 3,418,262 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. ___ 20 (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: 2.96 % 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: 0.82 % 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: 2.69 % 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: 2.99 % 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: 2.92 % 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 STREET 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 12/31/1997 _________________________ Item 4(b). Percent of Class: 12.41 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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. ___ 8 (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: 887,872 6. Shared Voting Power: 0 7. Sole Dispositive Power: 887,872 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 887,872 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.89 % 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, CALIF. 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: 887,872 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 3.89 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: Yes; see Item 4(b). ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 887,872 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 ----------------- 887,872 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) INDUSTRIAL TECHNOLOGIES, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 456360106 ___________________________________________________ (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: 17,087 6. Shared Voting Power: 0 7. Sole Dispositive Power: 17,087 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 17,087 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.29 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ INDUSTRIAL TECHNOLOGIES, INC. ONE TREFOIL DRIVE TRUMBULL, CT. 06611 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: 17,087 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 0.29 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: Yes; see Item 4(b). ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 17,087 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 ----------------- 17,087 shares Page _____ of _____ Pages 1 5 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) LIBERTY BANCORP INC. merged on 6/2/97 into BANC ONE CORPORATION (cusip 059438101) ___________________________________________________ (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 5 Item 1(a) and (b). Name and Address of Issuer: __________________________ LIBERTY BANCORP INC. 100 EAST BROAD STREET COLUMBUS, OHIO 43271 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: 0 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 0.00 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: Yes; see Item 4(b). ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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 3 5 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 4 5 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 5 5 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 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 ----------------- 0 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. ___ 11 (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: 6.97 % 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 N.E. MOORE COURT HILLSBORO, OREGON 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 12/31/1997 _________________________ Item 4(b). Percent of Class: 6.97 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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. ___ 10 (A fee is not being paid with this statement) MC CORMICK & COMPANY, INCORPORATED ___________________________________________________ (Issuer) NON-VOTING 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: 3.31 % 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: 2.18 % 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 SPARKS, MD. 21152 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 12/31/1997 _________________________ Item 4(b). Percent of Class: 5.50 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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. ___ 3 (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: 12.81 % 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 S.W. DURHAM RD. PORTLAND, OREGON 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 12/31/1997 _________________________ Item 4(b). Percent of Class: 12.81 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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. ___ 3 (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: 2.60 % 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: 3.25 % 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: 3.17 % 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 12/31/1997 _________________________ Item 4(b). Percent of Class: 9.03 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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. ___ 19 (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: 3,299,280 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,299,280 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,299,280 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.28 % 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: 122,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 122,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 122,000 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: 1,468,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,468,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,468,200 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: 2,397,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,397,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,397,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.38 % 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: 1,191,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,191,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,191,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.18 % 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: 8,478,080 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 8.45 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 3,299,280 shares State Farm Life Insurance Company IC 122,000 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 1,261,200 shares State Farm Balanced Fund, Inc. IV 207,000 shares State Farm Insurance Companies Employee Retirement Trust EP 2,397,600 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 1,021,200 shares Balanced Account 169,800 shares ----------------- 8,478,080 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) SEQUENT COMPUTER SYSTEMS, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 817338106 ___________________________________________________ (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: 249,250 6. Shared Voting Power: 0 7. Sole Dispositive Power: 249,250 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 249,250 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.58 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ SEQUENT COMPUTER SYSTEMS, INC. 15450 S.W. KOLL PARKWAY BEAVERTON, OREGON 97006-6063 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: 249,250 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 0.58 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: Yes; see Item 4(b). ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 249,250 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 ----------------- 249,250 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) 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: 9.01 % 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 12/31/1997 _________________________ Item 4(b). Percent of Class: 9.01 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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. ___ 16 (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: 200,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 200,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 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: 4.25 % 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, TEXAS 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: 200,000 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 4.25 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: Yes; see Item 4(b). ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 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 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 200,000 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. ___ 18 (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: 2,600,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,600,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,600,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 8.90 % 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: 0.06 % 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, TEXAS 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: 2,620,000 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 8.96 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 2,600,000 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 ----------------- 2,620,000 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. ___ 1 (A fee is not being paid with this statement) VENTANA MEDICAL SYSTEMS, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 92276H106 ___________________________________________________ (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: 922,172 * 6. Shared Voting Power: 0 7. Sole Dispositive Power: 922,172 * 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 922,172 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 6.98 % 12. Type of Reporting Person: IC * Includes shares which could be acquired through conversion of other securities. See Item 4(a). Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ VENTANA MEDICAL SYSTEMS, INC. 3865 NORTH BUSINESS CENTER DR. TUCSON, ARIZ. 85705 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: 922,172 shares on 12/31/1997 _________________________ Including 108,892 shares which could be acquired through conversion of other securities. Item 4(b). Percent of Class: 6.98 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 _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired 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. 01/20/1998 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. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of 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 922,172*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 ----------------- 922,172*shares * Includes shares which could be acquired through conversion of other securities. See Item 4(a). -----END PRIVACY-ENHANCED MESSAGE-----