-----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, TefV1ovO3JqxmT8QJB4tTJxr8kPNxHG+Ilvo7sD1mLNm9Lyz+0v9YZT8LVCfXQPK 1fDucMLyhq/rY/pbnt+Djg== 0000859119-97-000011.txt : 19970630 0000859119-97-000011.hdr.sgml : 19970630 ACCESSION NUMBER: 0000859119-97-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS CENTRAL CORP CENTRAL INDEX KEY: 0000859119 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 133545405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10720 FILM NUMBER: 97630912 BUSINESS ADDRESS: STREET 1: 455 N CITYFRONT PLZ DR STREET 2: 20TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60611-5504 BUSINESS PHONE: 3127557500 MAIL ADDRESS: STREET 1: 455 NORTH CITYFRONT PLAZA DR STREET 2: 455 NORTH CITYFRONT PLAZA DR CITY: CHICAGO STATE: IL ZIP: 60611 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------- FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1996 ( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ____________________ to ___________________ Commission file number 1-10720 ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN 455 North Cityfront Plaza Drive Chicago, Illinois 60611-5504 (Title and Address of the Plan) ILLINOIS CENTRAL CORPORATION 455 North Cityfront Plaza Drive Chicago, Illinois 60611-5504 (Issuer and Address of Principal Executive Offices) SIGNATURE THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN /s/ Dale W. Phillips Dale W. Phillips Member Administrative Committee Date: June 26, 1997 2 ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN FORM 11-K Financial Statements and Schedules Years Ended December 31, 1996 and 1995 F1 ILLINOIS CENTRAL CORPORATION Supplemental Retirement and Savings Plan INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS Financial Statements and Schedules: Independent Auditors' Report.......................................F-3 Statements of Financial Position as of December 31, 1996 and 1995........................................F-4 Statements of Income and Changes in Plan Equity for the years ended December 31, 1996 and 1995........................F-6 Notes to Financial Statements......................................F-8 Schedule I - Schedule of Assets Held For Investment Purposes at December 31, 1996..............................................F-13 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1996......................................F-14 Exhibit: Exhibit 23: Independent Auditors' Consent..........................E-1 F2 Independent Auditors' Report The Administrative Committee Illinois Central Corporation Supplemental Retirement and Savings Plan: We have audited the accompanying statements of financial position of Illinois Central Corporation Supplemental Retirement and Savings Plan as of December 31, 1996 and 1995, and the related statements of income and changes in plan equity for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Illinois Central Corporation Supplemental Retirement and Savings Plan as of December 31, 1996 and 1995, and the results of its operations and the changes in its plan equity for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions as of and for the year ended December 31, 1996 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of financial position and the statements of income and changes in plan equity is presented for purposes of additional analysis rather than to present the financial position and results of operations and changes in plan equity of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG PEAT MARWICK LLP Chicago, Illinois June 13, 1997 F3 ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1996
INVESTMENT FUNDS Illinois Central New Corp. Perspective Capital American Total Stock Fund Fund Diversified Fixed Growth Balanced Balanced Assets: Investments at fair value $ 60,238,857 15,119,520 3,253,211 10,475,177 27,105,898 550,058 1,250,001 2,484,992 Securities sold receivable 241,237 241,237 Dividends receivable 108,125 108,125 Accrued interest receivable 7,084 5 24 5,979 1,049 7 20 Cash and cash equivalents 678,750 655,939 19,454 4 192 3,161 Total assets $ 61,274,053 15,227,650 3,253,235 11,378,332 27,126,401 550,062 1,250,200 2,488,173 Liabilities and Plan Equity: Liabilities: Payable for unsettled trades $ 66,368 40,988 25,380 Total liabilities 66,368 40,988 0 25,380 0 0 0 0 Plan equity 61,207,685 15,186,662 3,253,235 11,352,952 27,126,401 550,062 1,250,200 2,488,173 Total liabilities and plan equity $ 61,274,053 15,227,650 3,253,235 11,378,332 27,126,401 550,062 1,250,200 2,488,173 See accompanying Notes to Financial Statements. F-4
F4 ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN STATEMENT OF FINANCIAL POSITION DECEMBER 31, 1996 Investment Funds
Illinois Central New Corp. Perspective Total Stock Fund Fund Diversified Fixed Balanced Assets: Investments at fair value $52,147,108 10,169,453 2,144,673 8,831,117 28,051,645 2,950,220 Securities sold receivable 1,213 1,213 Dividends receivable 82,969 76,245 6,724 Accrued interest receivable 98,280 11 3,339 94,922 8 Cash and cash equivalents 771,763 1,618 706,591 61,782 1,772 Total assets 53,101,333 10,248,540 2,144,673 9,547,771 28,208,349 2,952,000 Liabilities and Plan Equity: Liabilities: Payable for unsettled trades 53,056 53,056 Total liabilities 53,056 53,056 0 0 0 0 0 Plan equity 53,048,277 10,195,484 2,144,673 9,547,771 28,208,349 2,952,000 Accrued interest receivable 98,280 11 3,339 94,922 8 Total liabilities and plan equity 53,101,333 10,248,540 2,144,673 0 9,547,771 28,208,349 2,952,000 See accompanying Notes to Financial Statements. F5 ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1996 Investment Funds Illinois Central New Corp. Perspective Capital American Total Stock Fund Fund Diversified Fixed Growth Balanced Balanced Investment Income: Dividends $ 1,024,734 377,030 55,069 571,624 21,011 Interest 1,782,625 1,755 27,074 1,752,112 1,477 207 Net realized gain (loss) 1,718,760 365,374 185,580 775,697 20,852 57,976 313,281 Net unrealized gain (loss) 3,281,463 2,456,649 209,367 627,070 6,335 4,528 (22,486) 7,807,582 3,200,808 450,016 2,001,465 1,752,112 28,664 83,515 291,002 Contributions: Participants 1,926,414 511,828 154,785 341,529 729,684 9,455 31,886 147,247 Employer 1,125,138 288,166 89,152 215,025 427,185 5,339 17,483 82,788 Rollover 329,176 125,060 58,728 17,998 60,032 17,876 48,178 1,304 3,380,728 925,054 302,665 574,552 1,216,901 32,670 97,547 231,339 Total Additions 11,188,310 4,125,862 752,681 2,576,017 2,969,013 61,334 181,062 522,341 Deductions: Participants' distributions 2,844,299 232,423 49,294 275,064 2,207,088 31 80,399 Administrative expenses 184,603 19,913 146,654 18,036 Total deductions 3,028,902 232,423 49,294 294,977 2,353,742 0 31 98,435 Interfund transfers: in (out) 0 1,097,739 405,175 (475,859) (1,697,219) 488,728 1,069,169 (887,733) Net Changes During Period 8,159,408 4,991,178 1,108,562 1,805,181 (1,081,948) 550,062 1,250,200 (463,827) Plan Equity: At December 31, 1995 53,048,277 10,195,484 2,144,673 9,547,771 28,208,349 0 0 2,952,000 At December 31, 1996 61,207,685 15,186,662 3,253,235 11,352,952 27,126,401 550,062 1,250,200 2,488,173 See accompanying Notes to Financial Statements.
F-6 ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1996 Investment Funds
Illinois Central New Corp. Perspective Total Stock Fund Fund Diversified Fixed Balanced Investment Income: Dividends 951,469 269,216 112,431 569,822 Interest 1,843,251 264 45,024 1,797,847 116 Net realized gain (loss) 567,462 219,908 21,702 266,678 59,174 Net unrealized gain (loss) 3,762,010 1,687,256 210,686 1,434,757 429,311 7,124,192 2,176,644 344,819 2,316,281 1,797,847 488,601 Contributions: Participants 1,714,631 387,851 75,210 323,907 784,001 143,662 Employer 1,066,506 225,929 42,381 211,791 501,866 84,539 Rollover 271,850 96,972 47,051 6,779 82,580 38,468 3,052,987 710,752 164,642 542,477 1,368,447 266,669 Total Additions 10,177,179 2,887,396 509,461 2,858,758 3,166,294 755,270 Deductions: Participants' distributions 3,891,239 274,878 29,993 307,335 3,245,672 33,361 Administrative expenses 301,502 40,822 2,145 58,980 142,855 56,700 Total deductions 4,192,741 315,700 32,138 366,315 3,388,527 90,061 Interfund transfers: in (out) 0 109,402 49,617 (398,316) 487,088 (247,791) Dividends 951,469 269,216 112,431 569,822 Interest 1,843,251 264 45,024 1,797,847 116 Net realized gain (loss) 567,462 219,908 21,702 266,678 59,174 Net unrealized gain (loss) 3,762,010 1,687,256 210,686 1,434,757 429,311 Net unrealized gain (loss) 3,762,010 1,687,256 210,686 1,434,757 429,311 7,124,192 2,176,644 344,819 2,316,281 1,797,847 488,601 7,124,192 2,176,644 344,819 2,316,281 1,797,847 488,601 Contributions: Participants 1,714,631 387,851 75,210 323,907 784,001 143,662 Employers 1,066,506 225,929 42,381 211,791 501,866 84,539 Rollover 271,850 96,972 47,051 6,779 82,580 38,468 Rollover 271,850 96,972 47,051 6,779 82,580 38,468 3,052,987 710,752 164,642 542,477 1,368,447 266,669 3,052,987 710,752 164,642 542,477 1,368,447 266,669 Total Additions 10,177,179 2,887,396 509,461 2,858,758 3,166,294 755,270 Total Additions 10,177,179 2,887,396 509,461 2,858,758 3,166,294 755,270 Deductions: Participants' distributions 3,891,239 274,878 29,993 307,335 3,245,672 33,361 Administrative expenses 301,502 40,822 2,145 58,980 142,855 56,700 Administrative expenses 301,502 40,822 2,145 58,980 142,855 56,700 Total deductions 4,192,741 315,700 32,138 366,315 3,388,527 90,061 Net Changes During Period 5,984,438 2,681,098 526,940 2,094,127 264,855 417,418 Plan Equity: At December 31, 1994 47,063,839 7,514,386 1,617,733 7,453,644 27,943,494 2,534,582 At December 31, 1995 53,048,277 10,195,484 2,144,673 9,547,771 28,208,349 2,952,000 See accompanying Notes to Financial Statements. F-7
F7 ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 (1) THE COMPANY Illinois Central Corporation (the "Company"), a holding company, was incorporated under the laws of Delaware. The Company, through its wholly-owned subsidiaries, Illinois Central Railroad Company ("ICRR") and CCP Holdings, Inc. ("CCPH"), is principally engaged in the rail freight transportation business. ICRR operates 2,600 miles of main line track between Chicago and the Gulf of Mexico, primarily transporting chemicals, grain and milled grain, coal, paper and intermodal commodities. CCPH has two principal operating subsidiaries - the Chicago Central and Pacific Railroad ("CCPR") and the Cedar River Railroad ("CRR") - which together comprise a Class II railroad system operating 850 miles of track. CCPR operates from Chicago to Omaha, Nebraska, with connecting lines to Cedar Rapids and Sioux City, Iowa. CRR runs from Waterloo, Iowa to Albert Lea, Minnesota. IC Financial Services, the Company's remaining direct subsidiary, conducts financing operations for railroad equipment and is the investment vehicle for non-rail related activities including terminal operations. (2) DESCRIPTION OF PLAN The following brief description of the Illinois Central Corporation Supplemental Retirement and Savings Plan (the Plan) provides only general information. Participants should refer to the summary plan description for a more complete description of the Plan's provisions. GENERAL The Plan was established effective January 1, 1989. The Plan covers all full-time, salaried, non-union employees of ICRR and as of January 1, 1997, CCPH, together the "Company." Full-time eligible employees may participate on the first day of the calendar month coinciding with or next following the first day of employment. Part-time eligible employees may participate once they have completed certain employment requirements. A Yardmaster or Dispatcher employed by the Company is only entitled to participate with respect to the Employer Supplemental Contributions. This Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Participants, except Yardmasters and Dispatchers, may elect to make contributions to the Plan through periodic payroll deductions in amounts ranging from 2% to 15% of each participant's base salary, in 1% increments. The total pre-tax contributions by a participant are limited to the lesser of $9,500 and $9,240 in 1996 and in 1995, respectively (subject to adjustments to reflect changes in the cost of living pursuant to Section 402(g) of the Internal Revenue Code) ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 or 15% of the participant's salary during any calendar year. Contributions to the Plan on behalf of the participants are made by the Company in lieu of an equal amount of salary. The Company contributes an amount equal to 50% of each participant's contributions up to the first 6% of salary (a maximum Company contribution of 3% of salary). In addition, the Company makes supplemental contributions of 2% of salary on behalf of all eligible employees of the Company including Yardmasters and Dispatchers, whether they contribute to the Plan or not. INVESTMENT OF CONTRIBUTIONS The Plan permits participants to invest their own contributions, the Company's matching and the supplemental contributions in the following investment funds: the Illinois Central Corporation Stock Fund, the New Perspective Fund, the Diversified Fund, the Fixed Fund, the Capital Growth Fund, the American Balanced Fund and the Balanced Fund. Participants may choose to invest in one or more funds in multiples of 10% upon initial participation. Subsequent changes in funds may be in 1% increments. The New Perspective Fund invests in an investment fund managed by the American Funds Group. The Diversified Fund invests in an investment fund managed by Sirach. The fund is primarily invested in common stocks. The Fixed Fund invests in the LaSalle National Pooled Investment Fund and until December 31, 1996, annuity contracts issued by John Hancock Mutual Life Insurance Company. The Capital Growth Fund invests in an investment fund managed by Pioneer Capital. The American Balanced Fund invests in an investment fund managed by Capital Research and Development. The Balanced Fund is managed by Equity Capital Management Corporation and invests in the Equitable Investment Fund, which invests in common stocks and other equity- type securities, longer term fixed income securities, publicly traded debt securities and short term money market instruments. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions, all of the Company's contributions, and an allocation of earnings and expenses. Allocation of each is based on the participant's account balances at the time of allocation. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 VESTING Participants are immediately vested 100% in the entire amount in their account. PAYMENT OF BENEFITS On termination of service, a participant may elect to receive the value of his or her account in either a lump-sum payment, in annual installments over a period of up to 15 years, or in the form of an immediate or deferred annuity. EXPENSES Administrative expenses for maintenance of Plan financial records, participant statements, service fees on insurance contracts, trustee fees, and accounting fees are paid from Plan assets. All other administrative expenses of the Plan are paid by the Company. WITHDRAWALS In accordance with generally accepted accounting principles, withdrawals are recorded in the period in which they are paid to participants. PLAN TERMINATION Although it has not expressed any intent to do so, 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. (3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial statements of the Plan are prepared using the accrual basis of accounting. Investment are stated at fair value. Quoted market prices are used to value the stock and mutual funds. The fixed income fund is valued at cost plus accumulated interest, which approximates market. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan considers all highly liquid debt instruments purchased with a maturity of 3 months or less to be cash equivalents. ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 The preparation of the financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. (4) FEDERAL INCOME TAXES The Plan has received a favorable determination letter from the Internal Revenue Service (IRS), dated May 22, 1995, indicating that it is qualified under Section 401(a) of the Internal Revenue Code and therefore the related trust is exempt from tax under Section 501(a) of the Code. The Plan Administrator is not aware of any activity or transactions that may adversely affect the qualified status of the Plan. ILLINOIS CENTRAL CORPORATION SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 (5) INVESTMENTS Continental Trust Company, Trustee of the Plan, holds the investments for the Illinois Central Corporation's Stock Fund and the Diversified Fund. The Diversified Fund consists of the equities managed by Sirach including the Regis Fund. The following table presents the fair values of all the Plan's investments. December 31, 1996 December 31, 1995 Number Fair Number Fair of Shares Value of Shares Value Investments at Fair Value as Determined by Quoted Market Price: Illinois Central Corporation Stock Fund ....... 472,485 $15,119,520 265,002 $10,169,453 Equities in the Diversified Fund.. 8,365,866 6,596,482 Regis Fund Inc. Special Equity ... 157,647 2,109,311 143,984 2,234,635 Investments at cost plus accumulated interest, which approximates fair value: LaSalle National Pooled Income Fund.. -- 27,105,898 -- 22,972,815 John Hancock GAC #6096 -- -- -- 5,078,830 Pioneer Capital Growth -- 550,058 -- -- Investments at Fair Value as Determined by Estimated Market Price: Equitable Balanced Fund 23,527 2,484,992 31,099 2,950,220 New Perspective Fund 179,043 3,253,211 130,932 2,144,673 American Balanced Fund 85,911 1,250,001 -- -- SCHEDULE I ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 PAR VALUE MARKET ASSET DESCRIPTION /SHARE COST VALUE ABBOTT LABS COM 50.750 98,291.67 177,625.00 ALLIED SIGNAL INC COM 67.000 132,100.00 207,700.00 AMGEN INC COM 54.375 52,500.00 87,000.00 AMERICAN INTL GROUP INC COM 108.250 181,835.00 238,150.00 ATMEL CORP 33.125 90,735.00 102,687.50 BANKAMERICA CORP COM 99.750 103,940.83 169,575.00 BOSTON SCIENTIFIC CORP COM 60.000 56,680.00 78,000.00 CAPITAL ONE FINL CORP COM 36.000 50,937.50 90,000.00 CARDINAL HEALTH INC COM 58.250 104,195.00 139,800.00 CATERPILLAR INC 75.250 130,357.50 127,925.00 CHASE MANHATTAN CORP NEW 89.375 68,715.00 80,437.50 CISCO SYS INC 63.625 123,770.00 139,975.00 CITICORP COM 103.000 64,939.29 195,700.00 CLOROZ COMPANY COMMON 100.375 58,185.00 60,225.00 COLUMBIA GAS SYSTEM INCORPORATED COMMON 63.625 118,852.50 120,887.50 COLUMBIA HCA HEALTCARE CORP COM 40.750 140,595.00 189,487.50 CONAGRA INC COM 49.750 63,734.00 99,500.00 CPC INTL INC COM 77.500 47,320.00 54,250.00 CUC INTL INC COM 24.250 126,300.00 121,250.00 ENRON CORP 43.125 131,702.50 125,062.50 FIRST BK SYS INC COM 68.250 122,962.50 204,750.00 FIRST DATA CORP COM 36.500 68,366.67 146,000.00 FORE SYS INC 32.875 93,762.50 82,187.50 FPL GROUP INC COM 46.000 119,860.00 119,600.00 GENERAL ELEC CO COM 98.875 190,960.00 316,400.00 GILLETTE CO COM 77.750 79,192.70 147,725.00 HALLIBURTON CO COM 60.250 81,242.74 138,575.00 HEWLETT PACKARD COM 50.250 76,565.36 115,575.00 HOME DEPOT INC COM 50.125 169,120.00 160,400.00 HONEYWELL INCORPORATED COM 65.750 123,702.50 124,925.00 HOUSEHOLD INTL COM 92.250 72,090.00 83,025.00 LUCENT TECHNOLOGIES INC 46.250 100,562.50 115,625.00 MARRIOTT INTL INC COM 55.250 154,602.50 215,475.00 MERCK & CO INC COM 79.625 55,875.00 119,437.50 MERRILL LYNCH & CO INC 81.500 92,116.32 114,100.00 MGIC INVT CORP WIS COM 76.000 96,112.50 174,800.00 MICROSOFT CORP 82.625 66,600.00 264,400.00 MOBIL CORP COM 122.250 190,932.50 207,825.00 ORACLE CORPORATION 41.750 94,111.88 118,987.50 PARAMETRIC TECHNOLOGY CORP COM 51.375 65,780.00 66,787.50 PFIZER INC COM 83.000 85,026.76 141,100.00 POTASH CORP SASK INC COM 85.000 127,142.50 153,000.00 PRAXAIR INC COM 46.125 56,700.00 129,150.00 PRICE / COSTCO INC COM 25.125 92,750.00 125,625.00 PROCTER & GAMBLE CO COM 107.625 51,243.75 96,862.50 SAFEWAY INC COM NEW 42.750 121,432.50 222,300.00 SABRE GROUP HOLDINGS INC 27.875 74,520.00 75,262.50 SCHERING PLOUGH CORP COM 64.750 53,442.86 103,600.00 SERVICE CORP INTERNATIONAL 28.000 63,745.00 61,600.00 STAPLES INC 18.062 74,370.00 66,829.40 SUNAMERICA INC 44.625 50,985.00 98,175.00 TENET HEALTHCARE CORP COM 21.875 136,450.00 142,187.50 THERMO ELECTRON CORP 41.250 155,252.50 160,875.00 TIDEWATER INC 45.250 58,607.50 76,925.00 TRAVELERS GROUP INC COM 45.375 123,255.00 163,350.00 TYCO INTERNATIONAL LTD 52.875 73,815.00 100,462.50 UNITED STATES FILTER CORP NEW 31.750 126,290.00 123,825.00 UNITED WASTE SYS INC COMW 34.375 57,005.00 89,375.00 UNUM CORP 72.250 64,350.00 72,250.00 WALGREEN CO COM 40.250 76,073.80 120,750.00 WASHINGTON FED INC COM 26.500 108,469.80 136,713.50 WILLIAMS COS INC COM 37.500 121,755.00 185,625.00 WORLDCOM INC GA COM 26.062 67,425.00 78,186.00 TOTAL EQUITIES / SIRACH 6,080,310.93 8,365,866.40 AMERICAN FUNDS / BALANCED FUND 14.550 1,245,472.59 1,250,001.14 AMERICAN FUNDS / NEW PERSPECTIVE 18.170 2,876,915.35 3,253,210.84 EQUITABLE FDS BALANCED FD 105.624 1,811,149.34 2,484,991.87 PIONEER CAPITAL GROWTH FUND 19.920 543,723.81 550,058.45 REGIS FD INC SPL EQUITY PORTFOLIO 13.380 1,264,928.00 2,109,311.00 LASALLE NATL POOLED INCOME PLUS FUND 1.000 27,105,898.48 27,105,898.48 ILLINOIS CENTRAL CORP COMMON 32.000 9,760,963.93 15,119,520.00 44,609,051.50 51,872,991.78 TOTAL INVESTMENTS 50,689,362.43 60,238,858.18 TEMPORARY CASH INVESTMENTS 678,750.00 678,750.00 $ 51,368,112.43 $ 60,917,608.18 SEE ACCOMPANYING INDEPENDENT AUDITORS' REPORT. SCHEDULE II SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1996 Individual Transactions in excess of 5% of Plan assets Sales/Purchase Net/Gain Current Security Description Price Expenses Cost Loss Value Sales John Hancock GAC #6096 5,437,384 0 5,437,384 0 5,437,384 Purchases LaSalle National Pooled Income Plus 5,437,717 0 5,437,717 0 5,437,717 Series of Transactions in excess of 5% of Plan assets Sales John Hancock GAC #6096 5,437,384 0 5,437,384 0 5,437,384 LaSalle National Pooled Income Plus 4,634,467 0 4,634,467 0 4,634,467 Cash & cash equivalents 14,615,200 0 14,615,200 0 14,615,000 Purchases Illinois Central Corp. Common Stock 3,265,567 2,064 3,267,631 0 3,267,631 LaSalle National Pooled Income Plus 8,767,549 0 8,767,549 0 8,767,549 Cash & cash equivalents 15,290,592 0 15,290,592 0 15,290,592 See accompanying independent auditors' report. Exhibit 23 Independent Auditors' Consent The Board of Directors Illinois Central Corporation: We consent to incorporation by reference in Registration Statement No. 33-36765 on Form S-8 of Illinois Central Corporation of our report dated June 13, 1997, relating to the statements of financial position of Illinois Central Corporation Supplemental Retirement and Savings Plan as of December 31, 1996 and 1995, and the related statements of income and changes in plan equity for the years then ended, and all related schedules, which report appears in the December 31, 1996 annual report on Form 11-K of Illinois Central Corporation Supplemental Retirement and Savings Plan. /s/ KPMG Peat Marwick LLP Chicago, Illinois June 26, 1997 E1 -----END PRIVACY-ENHANCED MESSAGE-----