-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, f/UnrWfP19tVG2+kV87K1fWLTZtVOx7KZXg9XsJi1XL7voE48qCscduFzJG0UJgp txRGkMKHvo1nZ1jmwNUwaw== 0000950152-95-001402.txt : 199506290000950152-95-001402.hdr.sgml : 19950629 ACCESSION NUMBER: 0000950152-95-001402 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00892 FILM NUMBER: 95550370 BUSINESS ADDRESS: STREET 1: 3925 EMBASSY PKWY CITY: AKRON STATE: OH ZIP: 44333 BUSINESS PHONE: 2163743985 MAIL ADDRESS: STREET 1: 3925 EMBASSY PKWY CITY: AKRON STATE: OH ZIP: 44333 11-K 1 B.F. GOODRICH COMPANY 1 SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. Washington, D.C. 20549-1004 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the nine months ended December 31, 1994 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For a transition period from __________ to __________ Commission file number 1-892 _______ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: TRAMCO, INC. PROFIT-FUNDED RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The B.F.Goodrich Company 3925 Embassy Parkway Akron, Ohio 44333-1799 2 REQUIRED INFORMATION 1. Audited Financial Statements for the Plan. The Report of Independent Auditors; Statement of Net Assets Available for Plan Benefits as of December 31, 1994; Statement of Changes in Net Assets Available for Plan Benefits for the nine months then ended; and Supplemental Schedules are attached hereto. 2. Exhibit Consent of Independent Auditors SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, The Tramco, Inc. Profit-Funded Retirement Savings Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. TRAMCO, INC. PROFIT-FUNDED RETIREMENT SAVINGS PLAN Date: June 28, 1995 /s/James R. Naylor --------------------------- James R. Naylor Member, Plan Committee 3 Tramco, Inc. Profit-Funded Retirement Savings Plan Form 5500 Item 27d--Schedule of Reportable Transactions--Continued Nine Months Ended December 31, 1994
Number of Number Value of Value of Net Gain Description of Assets Purchases of Sales Purchases Sales or (Loss) - ----------------------------------------------------------------------------------------------------------- CATEGORY (C)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS Mellon Bank, N.A. EB Intermediate Bond Fund* 5 6 $10,142,191 $3,493,088 $ 13,609 Mellon Bank, N.A. EB Stock Fund* 13 12 16,410,301 4,524,514 (60,553) Mellon Bank, N.A. E B Temporary Investment Fund* 455 223 14,985,303 16,223,057
* Indicates party-in-interest to the Plan. 13 4 Audited Financial Statements and Supplemental Schedules TRAMCO, INC. PROFIT-FUNDED RETIREMENT SAVINGS PLAN December 31, 1994 with Report of Independent Auditors 5 Tramco, Inc. Profit-Funded Retirement Savings Plan Audited Financial Statements and Supplemental Schedules December 31, 1994 CONTENTS Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 AUDITED FINANCIAL STATEMENTS Statements of Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . 2 Statements of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 SUPPLEMENTAL SCHEDULES Form 5500 Item 27a - Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Form 5500 Item 27d - Schedule of Reportable Transactions. . . . . . . . . . . . . . . . . . . . . . 11
6 Report of Independent Auditors Plan Committee of the Tramco, Inc. Profit-Funded Retirement Savings Plan Everett, Washington We have audited the accompanying statement of net assets available for plan benefits of the Tramco, Inc. Profit-Funded Retirement Savings Plan as of December 31, 1994 and the related statement of changes in net assets available for plan benefits for the nine months then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Tramco, Inc. Profit-Funded Retirement Savings Plan for the year ended March 31, 1994, were audited by other auditors whose report dated September 23, 1994 expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the December 31, 1994 financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Tramco, Inc. Profit-Funded Retirement Savings Plan at December 31, 1994, and the changes in its net assets available for plan benefits for the nine months then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the December 31, 1994 financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1994, and reportable transactions for the nine months then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the December 31, 1994 financial statements and, in our opinion, are fairly stated in all material respects in relation to the December 31, 1994 financial statements taken as a whole. Cleveland, Ohio June 12, 1995 1 7 Tramco, Inc. Profit-Funded Retirement Savings Plan Statements of Net Assets Available for Plan Benefits
DECEMBER 31, 1994 --------------------------------------------------------------------- MONEY FIXED MARKET INCOME EQUITY BALANCED BFGOODRICH LOAN MARCH 31, FUND FUND FUND FUND STOCK FUND FUND TOTAL 1994 ----------------------------------------------------------------------------------------------- ASSETS Investments at fair value Notes A and C: Common Stock of The BFGoodrich Company $ 286,622 $ 286,622 Common trust funds $331,689 $191,574 $2,222,754 $16,736,479 3,774 19,486,270 $3,950,757 Common and preferred stocks 11,725,421 Partnership interests 27,476 27,476 68,572 U.S. Government securities 5,045,417 Loans to participants 2,673,649 2,673,649 342,853 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS 331,689 191,574 2,222,754 16,763,955 290,396 2,673,649 22,474,017 21,133,020 Receivables: Participant contributions receivable 850 1,252 2,640 8,573 802 14,117 Employer contributions receivable 99,053 63,594 523,585 1,923,206 87,695 2,697,133 Dividends and interest receivable 515 928 6,059 69,346 3,670 80,518 128,952 Receivable from investments sold 2,228 2,228 Interfund receivable 442 6,467 29,662 10,423 69,550 116,544 ------------------------------------------------------------------------------------------------ TOTAL RECEIVABLES 100,860 72,241 561,946 2,001,125 104,818 69,550 2,910,540 128,952 Cash 19,082 6,362 25,444 135,629 ------------------------------------------------------------------------------------------------ TOTAL ASSETS 432,549 263,815 2,803,782 18,771,442 395,214 2,743,199 25,410,001 21,397,601 LIABILITIES Interfund payable 116,544 116,544 Other liabilities 934 491 4,066 47,019 367 52,877 94,327 ------------------------------------------------------------------------------------------------ TOTAL LIABILITIES 934 491 4,066 163,563 367 169,421 94,327 ------------------------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $431,615 $263,324 $2,799,716 $18,607,879 $ 394,847 $2,743,199 $25,240,580 $21,303,274 ================================================================================================ See notes to financial statements.
2 8 Tramco, Inc. Profit-Funded Retirement Savings Plan Statements of Changes in Net Assets Available for Plan Benefits
NINE MONTHS ENDED DECEMBER 31, 1994 ------------------------------------------------------------------- YEAR MONEY FIXED ENDED MARKET INCOME EQUITY BALANCED BFGOODRICH LOAN MARCH 31, FUND FUND FUND FUND STOCK FUND FUND TOTAL 1994 ----------------------------------------------------------------------------------------------- ADDITIONS Investment income: Net appreciation (depreciation) in fair value of investments $ 1,814 $ 54,824 $ 58,788 $ 1,006 $ 116,432 $(442,421) Interest and dividends $ 10,641 828 3,877 213,025 8,176 $ 71,149 307,696 654,456 ----------------------------------------------------------------------------------------------- 10,641 2,642 58,701 271,813 9,182 71,149 424,128 212,035 Contributions: Participants 55,447 58,330 374,683 911,919 63,013 1,463,392 Tramco, Inc. 99,053 63,594 523,585 2,013,456 87,695 2,787,383 3,649,984 ----------------------------------------------------------------------------------------------- 154,500 121,924 898,268 2,925,375 150,708 4,250,775 3,649,984 ----------------------------------------------------------------------------------------------- TOTAL ADDITIONS 165,141 124,566 956,969 3,197,188 159,890 71,149 4,674,903 3,862,019 DEDUCTIONS Distributions 13,351 3,458 21,273 427,932 5,868 471,882 327,988 Expenses 4,340 2,437 26,515 229,866 2,557 265,715 248,709 ----------------------------------------------------------------------------------------------- TOTAL DEDUCTIONS 17,691 5,895 47,788 657,798 8,425 737,597 576,697 ----------------------------------------------------------------------------------------------- NET INCREASE PRIOR TO INTERFUND TRANSFERS 147,450 118,671 909,181 2,539,390 151,465 71,149 3,937,306 3,285,322 Interfund transfers (net) 284,165 144,653 1,890,535 (4,891,932) 243,382 2,329,197 ----------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) 431,615 263,324 2,799,716 (2,352,542) 394,847 2,400,346 3,937,306 3,285,322 Net assets available for plan benefits at beginning of year 0 0 0 20,960,421 0 342,853 21,303,274 18,017,952 ----------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 431,615 $ 263,324 $2,799,716 $18,607,879 $ 394,847 $2,743,199 $25,240,580 $21,303,274 =============================================================================================== See notes to financial statements.
3 9 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements December 31, 1994 A. SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Tramco, Inc. Profit-Funded Retirement Savings Plan (the "Plan") are maintained on the accrual basis. The Plan's investments are stated at fair value. Common Stock of The BFGoodrich Company is valued at the last reported sales price on the last business day of the plan year. Investments in common trust funds represent the Plan's proportionate share of the net assets of each fund. The assets held by the common trust funds are valued at market prices obtained from recognized automated pricing services, records of any exchange, standard financial periodicals or any newspaper of general circulation, subject to approval by the respective funds' trustees. In those instances where there are no readily obtainable market values from any of the above named sources, investments are valued on the basis of estimated values obtained from bankers, brokers, dealers or other qualified appraisers. Loans to participants are valued at cost which approximates fair value. B. DESCRIPTION OF PLAN The Plan is a contributory defined contribution plan covering substantially all full-time employees of Tramco, Inc. (the "Company"). Both the Company and participants contribute to the Plan. The participants may voluntarily contribute up to 12% of their annual salary, and up to 80% of their group performance bonus. Company contributions are made solely at the discretion of the Company's management. Company elective contributions for the plan year, if any, consist of a Company profit sharing contribution. Participants can elect to have their entire share of the Company's contribution deposited into their plan account, or they can elect to receive up to 45% of such contribution in cash, to a maximum of $1,000. Company contributions deposited in participant accounts at the discretion of plan participants are treated as employee-elected deferrals for tax purposes. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 4 10 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued B. DESCRIPTION OF PLAN--CONTINUED A separate account is established for each participant which is credited with the participant's contributions, the Company's elective contributions and investment income earned on the account balance. Forfeited balances of terminated participants' non-vested accounts are allocated pro-rata, based on compensation, to the accounts of remaining plan participants. Participants are immediately vested with respect to their own contributions plus actual earnings thereon. Participants are vested in Company contributions plus actual earnings at the following percentages based on years of service: 45% before three years, 63% after three years, 82% after four years and 100% after five years. Participants become fully vested upon early or normal retirement, death or disability. Upon enrollment in the Plan, a participant may direct employer and employee contributions in 5% increments into any of five investment options: MONEY MARKET FUND, invests principally in short-term money market instruments of high investment quality. FIXED INCOME FUND, invests principally in investment grade bonds of varying durations issued by the United States and state governments and their agencies, and corporations. EQUITY FUND, invests principally in a broad range of common stocks issued by corporations. BALANCED FUND, invests principally in a balanced mix of stocks and bonds, determined in accordance with expected returns in the stock and bond markets. BFGOODRICH STOCK FUND, invests solely in the common stock of The BFGoodrich Company. Participants may change their investment options quarterly. 5 11 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued B. DESCRIPTION OF PLAN--CONTINUED Participants may borrow against their vested account balances a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance as permitted under the Internal Revenue Code (IRC). Loans are repaid with interest to the participants' accounts. Loan terms range from one to five years or up to 30 years for the purchase of a primary residence. Loan transactions are treated as transfers from (to) the investment fund to (from) the loan fund. Loans are secured by the balance in the participant's vested account balance and bear interest at a rate commensurate with local prevailing rates as determined by the plan administrator. Interest rates range from 6.0% to 8.75%. Principal and interest is paid ratably through weekly payroll deductions. The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a termination of the Plan, the account balances of all affected participants shall become fully vested and nonforfeitable. Since this is an individual account plan, the Pension Benefit Guaranty Corporation does not guarantee any benefits. On termination of service, a participant may receive the vested value of his or her account through a single lump sum cash payment or, upon death, disability or retirement, equal monthly annuity payments over an extended period of time. The foregoing description of the Plan provides only general information. Participants should refer to the plan document for a more complete description of the Plan's provisions. A copy of this document is available upon request from the Company's human resource department. C. PLAN AMENDMENTS Effective April 1, 1994, the Plan was amended to provide for participant contributions and the vesting schedule and investment options described in Note B above. Prior to the amendment of the Plan, participants could not to contribute to the Plan and the Company's contributions were limited to 15% of the participants' aggregate qualifying compensation at the discretion of the Company's Board of Directors. In addition, participants were vested in Company contributions plus actual earnings at the following percentages based on years of service: 20% after three years, 40% after four years, 60% after five years, 80% after six years and 100% after seven years. 6 12 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued D. INVESTMENTS The Plan's investments are held in a trust administered by Mellon Bank (the "Trustee"). During the nine months ended December 31, 1994 and the year ended March 31, 1994, the Plan's investments (including investments bought sold as well as held during the year) appreciated (depreciated) in fair value by $116,432 and ($442,421), respectively, as follows:
NINE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, 1994 1994 ------------------------------- Common Stock of the BFGoodrich Company $ 1,006 Common trust funds 115,426 Common and preferred stocks (249,235) Partnership interests (24,853) U.S. government securities $ (168,333) ------------------------------- $ 116,432 $ (442,421) ===============================
The fair value of individual investments that represent 5% or more of the Plan's net assets available for benefits are as follows:
DECEMBER 31, 1994 -------------- Mellon Bank, N.A. EB Stock Fund (118,878 units) $ 11,753,375 Mellon Bank, N.A. EB Intermediate Bond Fund (130,828 units) 6,547,668 Loans to participants 2,673,649
7 13 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued D. INVESTMENTS--CONTINUED Investments are stated at fair value in the Plan's statement of net assets available for plan benefits. Cost information is as follows at December 31, 1994.
Shares or Units Held Cost --------------- ---------- Common Stock of The BFGoodrich Company 6,608 shares $ 288,587 Mellon Bank, N.A. EB Temporary Investment Fund 1,012,138 units 1,012,138 Mellon Bank, N.A. EB Intermediate Bond Fund 130,828 units 6,662,711 Mellon Bank, N.A. EB Active Core Bond Fund 24,048 units 178,936 Mellon Bank, N.A. EB Stock Fund 118,878 units 11,825,234 Partnership interests 4,630 units 27,476 Loans to participants -- 2,673,649 ------------ Total investments at cost $ 22,668,731 ============
8 14 Tramco, Inc. Profit-Funded Retirement Savings Plan Note to Financial Statements--Continued E. INCOME TAX STATUS The Internal Revenue Service (IRS) has ruled (October, 1986) that the Plan qualifies under Sections 401(a) and 401(k) of the IRC and the Trust of the Plan qualifies under Section 501(a) of the IRC and, therefore, contributions and earnings received by the Trust are not subject to tax under present income tax laws. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Committee of the Tramco, Inc. Profit-Funded Retirement Savings Plan is not aware of any course of action or series of events that have occurred including plan amendments made subsequent to the ruling date that might adversely affect the Plan's qualified status. F. TRANSACTIONS WITH PARTIES-IN-INTEREST Certain legal and accounting fees and certain administrative expenses relating to the maintenance of participant eligibility records are paid by the Company. Other than as described above or pursuant to a certain trust agreement (see Note D), the Plan has had no agreements or transactions with parties-in-interest. G. NUMBER OF PARTICIPANTS (UNAUDITED) The number of participants contributing to each of the Plan fund options are as follows:
December 31, 1994 ----------------- Money Market Fund 252 Fixed Income Fund 233 Equity Fund 860 Balanced Fund 1,908 BFGoodrich Stock Fund 363
9 15 Tramco, Inc. Profit-Funded Retirement Savings Plan Form 5500 Item 27a--Schedule of Assets Held for Investment Purposes December 31, 1994
Description of Investment including Maturity Date Identity of Issue, Borrower, Rate of Interest, Collateral Historical Current Lessor or Similar Party Par or Maturity Value Cost Value - ----------------------------------------------------------------------------------------------------------------------- Common Stock of The BFGoodrich Company* 6,808 shares of common stock, $5 par value $ 288,587 $ 286,622 Common Trust Funds: Mellon Bank, N.A. EB Temporary Investment Fund* 1,012,138 units 1,012,138 1,012,138 Mellon Bank, N.A. EB Intermediate Bond Fund* 130,828 units 6,662,711 6,547,668 Mellon Bank, N.A. EB Active Core Bond Fund* 24,048 units 178,936 173,089 Mellon Bank, N.A. EB Stock Fund* 118,878 units 11,825,234 11,753,375 -------------------------------- 19,679,019 19,486,270 Partnership Interests: KP/Miller Realty Growth Fund Ltd. Partnership Interest I 50 Ltd. Partnership Units 4,000 4,000 KP/Miller Realty Growth Fund Ltd. Partnership Interest II Restricted 40 Ltd. Partnership Units 1,376 1,376 KP/Wingate Insured Partners Ltd., Partners Unit Series A 2,000 Ltd. Partnership Units 9,600 9,600 KP/Templeton Institutuional Oil and Gas Fund Limited Partnership 40 Ltd. Partnership Units 500 500 Wingate Government Mtg. Partners II 2,500 Ltd. Partnership Units 12,000 12,000 -------------------------------- 27,476 27,476 Plan Participants* Loans bearing interest rates between 6.0% and 8.75% 2,673,649 2,673,649 -------------------------------- $22,668,731 $22,474,017 ================================
* Indicates party-in-interest to the Plan. 10 16 Tramco, Inc. Profit-Funded Retirement Savings Plan Form 5500 Item 27d - Schedule of Reportable Transactions Nine Months Ended December 31, 1994
Identity of Party Involved Description of Asset Purchase Price - ------------------------------------------------------------------------------------------------------------------------ Category (a) - Transactions within the nine month period ended December 31, 1994, with respect of any plan asset, involving an amount in excess of 5% of the current value of plan assets. Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate Bond Fund units 5,061,276 Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate Bond Fund units 1,200,000 Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate Bond Fund units Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate Bond Fund units 3,339,964 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund units 1,965,953 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund units 2,941,850 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund units 2,139,976 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund units 4,799,987 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund units 3,799,902 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund units * Indicates party-in-interest to the Plan. Expenses Value of Incurred Historical Asset on Net with Cost Transaction Gain Selling Price Transaction of Asset Date (Loss) - -------------------------------------------------------------------------------------- 5,061,276 5,061,276 1,200,000 1,200,000 $3,330,004 3,314,834 3,330,004 $ 15,170 3,339,964 3,339,964 1,965,953 1,965,953 2,941,850 2,941,850 2,139,976 2,139,976 4,799,987 4,799,987 3,799,902 3,799,902 3,340,097 3,407,714 3,340,097 67,617
11 17 Tramco, Inc. Profit-Funded Retirement Savings Plan Form 5500 Item 27d - Schedule of Reportable TransactionsNContinued Nine Months Ended December 31, 1994
Identity of Party Involved Description of Asset Purchase Price - -------------------------------------------------------------------------------------------------------------------- Category (a) - Transactions within the nine month period ended December 31, 1994, with respect of any plan asset, involving an amount in excess of 5% of the current value of plan assets. Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary Investment Fund units $ 1,831,605 Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary Investment Fund units Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary Investment Fund units 1,966,161 Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary Investment Fund units Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary Investment Fund units 6,214,407 Mellon Bank, N.A.* Mellon Bank, N.A EB Temporary Investment Fund units * Indicates party-in-interest to the Plan. Expenses Value Incurred Historical Asset Net with Cost Transaction Gain Selling Price Transaction of Asset Date (Loss) - ---------------------------------------------------------------------------------- $ 1,831,605 $ 1,831,605 $2,677,281 2,677,281 2,667,281 1,966,161 1,966,161 1,966,000 1,966,000 1,966,000 6,214,407 6,214,407 5,956,763 5,956,763 5,956,763
12 18 Tramco, Inc. Profit-Funded Retirement Savings Plan Form 5500 Item 27d--Schedule of Reportable Transactions--Continued Nine Months Ended December 31, 1994
Number of Number Value of Value of Net Gain Description of Assets Purchases of Sales Purchases Sales or (Loss) - ----------------------------------------------------------------------------------------------------------- CATEGORY (C)--SERIES OF TRANSACTIONS WITHIN THE NINE MONTH PERIOD ENDED DECEMBER 31, 1994 INVOLVING SECURITIES OF THE SAME ISSUE IF WHEN AGGREGATED, INVOLVED AN AMOUNT IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS Mellon Bank, N.A. EB Intermediate Bond Fund* 5 6 $10,142,191 $3,493,088 $ 13,609 Mellon Bank, N.A. EB Stock Fund* 13 12 16,410,301 4,524,514 (60,553) Mellon Bank, N.A. E B Temporary Investment Fund* 455 223 14,985,303 16,223,057 There were no category (b) or (d) reportable transactions during the nine months ended December 31, 1994. * Indicates party-in-interest to the Plan.
13 EX-23 2 EXHIBIT 23 1 EXHIBIT CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-53289) pertaining to the Tramco, Inc. Profit-Funded Retirement Savings Plan of our report dated June 12, 1995, with respect to the financial statements and supplemental schedules of the Tramco, Inc. Profit-Funded Retirement Savings Plan included in this Annual Report (Form 11-K) for the nine months ended December 31, 1994. ERNST & YOUNG LLP Cleveland, Ohio June 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----