SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2000
Commission file number: 1-5256
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
(Full title of plan)
628 GREEN VALLEY ROAD, SUITE 500
GREENSBORO, NC 27408
(Address of principal executive offices)
(336) 547-6000
(Registrant's telephone number, including area code)
1
Item 1. Changes in the Plan
None
Item 2. Changes in Investment Policy
None
Item 3. Contributions Under the Plan
Contributions made by the Corporation are measured by reference to the
employees' contributions and are not discretionary.
Item 4. Participating Employees
There were approximately 7,645 enrolled participants in the Plan as of December
31, 2000, out of approximately 9,166 eligible employees.
Item 5. Administration of the Plan
(a) The Plan provides that a Committee of three persons be appointed to
administer the Plan. The Committee, the VF Corporation Pension Plan
Committee, is comprised of the following officers, and director of the
Corporation: Candace Cummings, Vice President - Administration, General
Counsel & Secretary; Frank C. Pickard III, Vice President - Treasurer;
and Susan L. Williams, Vice President - Human Resources, and Len T.
Ebright, Director Corporate Finance. All committee persons are located
at the Corporation's headquarters: 628 Green Valley Road, Suite 500,
Greensboro, NC 27408. Each of these individuals is an employee of the
Corporation. The Committee has the power to adopt rules and regulations
for carrying out and administering the Plan and has the full authority
and power to construe, interpret and administer the Plan. Committee
members receive no compensation from the Plan.
(b) All expenses of administration of the Plan, including Trustee fees, are
paid by the Corporation.
Item 6. Custodian of Investments
(a) The Corporation has entered into a Trust Agreement under which Fidelity
Management Trust Company, 300 Puritan Way, Marlboro, MA 01752, has been
appointed as Trustee under the Plan. Under the terms of the Trustee
Agreement, Fidelity Management Trust Company holds and invests all
assets of the Plan with the exception of the Fixed Income Fund trusteed
by UMB Bank, n.a., subject to the direction of each of the participants
of the Plan regarding the investment fund or funds for existing account
balances and future contribution elections.
(b) The custodian's compensation is paid by the Corporation.
(c) No bond was furnished or is required to be furnished by the Trustee.
2
Item 7. Reports to Participating Employees
Each participant receives a quarterly statement showing the amounts contributed
by him/her to each of the funds during the calendar quarter and the market
values of investments as of the end of each quarter. The statement also shows
the Corporation's matching contributions allocated to the participant through
the Employee Stock Ownership Plan, which are invested in VF Corporation Series B
Preferred Stock (ESOP Preferred Stock), and the fair values based on the
preferred stock's stated redemption price of $30.875 per share or 160% of the
market value of the Corporation's Common Stock, whichever is greater.
Item 8. Investment of Funds
Each participant by using the Fidelity Voice Response System or their internet
site may direct Fidelity to invest his/her own contributions in one or more of
the following funds:
- - Money Market Fund
- - Fixed Income Fund
- - Balanced Fund
- - Equity Growth & Income Fund
- - Index 500 Fund
- - Dividend Growth Fund
- - Small-Cap Value Fund
- - Small-Cap Growth Fund
- - Foreign Fund
- - VF Corporation Common Stock Fund (investing in common stock of the
Corporation)
- - Mutual Fund Window
The Corporation's matching contributions go solely to the ESOP. These
contributions are allocated to participants who receive full value in the form
of ESOP Preferred Stock and are used by the ESOP to pay principal and debt
service on a loan from the Corporation.
Brokerage commissions of $2,732, $6,514, and $6,579 for the years ended December
31, 2000, 1999, and 1998 were paid by the Trustee to acquire and sell the
Corporation's common stock for the Plan.
3
Item 9. Financial Statements and Exhibits
(a) Financial Statements Page No.
Report of Independent Accountants 6
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999 7
Statements of Changes in Net Assets Available for Benefits -
For the Years Ended December 31, 2000, 1999, and 1998 8
Notes to Financial Statements 9
Supplemental Schedules*:
Schedule H - Line 4i - Schedule of Assets Held for Investment Purposes 17
* - Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
(b) Exhibits
Exhibit 23.1 - Consent of Independent Accountants 18
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the VF
Corporation Pension Plan Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
VF Corporation Tax-Advantaged Savings Plan
for Salaried Employees
By: /s/ Frank C. Pickard III
----------------------------------------------
Frank C. Pickard III
Vice President, Treasurer
VF Corporation
Date: April 30, 2001
5
Report of Independent Accountants
VF Corporation Pension Plan Committee
VF Corporation Tax-Advantaged Savings Plan for Salaried Employees
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees (the
"Plan") at December 31, 2000 and December 31, 1999, and the changes in net
assets available for benefits for the three years ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America. 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 of these statements in
accordance with auditing standards generally accepted in the United States of
America which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for the
purposes 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 30, 2001
6
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
ASSETS 2000 1999
- ------ ---- ----
Investments, at fair value
VF Corporation Common Stock -
691,764 shares in 2000
653,116 shares in 1999 $ 25,069,530 $ 19,593,480
VF Corporation ESOP Preferred Stock -
1,570,301 shares in 2000
1,669,444 shares in 1999 91,052,333 80,133,315
Other securities 225,061,590 214,123,308
------------ ------------
Total investments 341,183,453 313,850,103
Loans receivable from participants 12,235,738 11,260,552
------------ ------------
TOTAL ASSETS 353,419,191 325,110,655
------------ ------------
LIABILITIES
- -----------
Employee Stock Ownership
Plan obligation - payable to VF
Corporation 12,312,041 21,140,274
------------ ------------
TOTAL LIABILITIES 12,312,041 21,140,274
------------ ------------
Net assets available for benefits $341,107,150 $303,970,381
============ ============
See notes to financial statements.
7
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31
2000 1999 1998
------------- ------------- -------------
Investment income
Dividends on VF Corporation ESOP
Preferred Stock $ 3,335,572 $ 3,548,108 $ 3,717,516
Interest 9,214 766,141 1,772,472
Dividends on VF Corporation Common Stock 613,165 568,777 584,321
Income from mutual funds and bank common
trust funds 13,047,168 8,183,052 7,841,664
------------- ------------- -------------
17,005,119 13,066,078 13,915,973
------------- ------------- -------------
Contributions
Interest on loan repayments 907,214 819,721 800,338
Transfer from merged plans (Note A) 22,460,258 0 16,229,453
Participants 21,275,592 18,853,409 17,745,275
VF Corporation 7,172,768 6,907,055 6,412,929
------------- ------------- -------------
51,815,832 26,580,185 41,187,995
------------- ------------- -------------
Withdrawals (26,745,185) (26,465,797) (16,589,990)
Forfeitures that reduce
VF Corporation contributions (287,053) (194,398) (210,581)
Interest paid to VF Corporation on Employee
Stock Ownership Plan obligation (1,744,899) (2,553,867) (3,265,449)
Net realized and unrealized appreciation
(depreciation) in fair value of investments (2,907,045) (40,894,272) 22,062,543
------------- ------------- -------------
Net increase (decrease) 37,136,769 (30,462,071) 57,100,491
Net assets available for benefits
at beginning of year 303,970,381 334,432,452 277,331,961
------------- ------------- -------------
Net assets available for benefits
at end of year $ 341,107,150 $ 303,970,381 $ 334,432,452
============= ============= =============
See notes to financial statements.
8
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
NOTE A -- DESCRIPTION OF THE PLAN
VF Corporation (the Corporation) sponsors the VF Corporation Tax-Advantaged
Savings Plan for Salaried Employees (the Plan), which is a cash or deferred plan
under Section 401(k) of the Internal Revenue Code. Under the Plan, certain
salaried employees of specified subsidiaries may elect to contribute between 2%
and 15% of their compensation to the Plan (highly compensated employees are
limited to 10%). The Corporation matches employee contributions by 50% for up to
6% of compensation contributed by the employee. Employees remain fully vested in
their contributions to the Plan. The Corporation's matching contributions are
vested monthly on a pro rata basis, with full vesting after five years of
service or upon normal retirement, disability or death.
The Plan includes an Employee Stock Ownership Plan (ESOP). In 1990, the ESOP
purchased 2,105,263 shares of VF Corporation 6.75% Series B ESOP Convertible
Preferred Stock (ESOP Preferred Stock) for $65.0 million. Each share of ESOP
Preferred Stock, which has a redemption value of $30.875 plus cumulative accrued
dividends, is convertible into 1.6 shares of VF Corporation Common Stock and is
entitled to two votes. The trustee for the ESOP may convert the ESOP Preferred
Stock to Common Stock at any time or may cause the Corporation to redeem the
ESOP Preferred Stock under certain circumstances. The ESOP Preferred Stock also
has preference in liquidation over all other stock issues. The Corporation's
matching contributions, all of which go into the ESOP, are allocated to
employees in shares of ESOP Preferred Stock. Of the shares of ESOP Preferred
Stock owned by the ESOP, 1,312,345 shares in 2000 and 1,207,391 shares in 1999
have been allocated to employees.
The ESOP's purchase of the ESOP Preferred Stock was funded by a loan of $65.0
million from the Corporation that bears interest at 9.8%. The loan will be
repaid in increasing installments through 2002 from future minimum Corporation
matching contributions to the ESOP and dividends on the ESOP Preferred Stock.
The Corporation's minimum required matching contributions and dividends are $9.6
million in 2001 and $3.7 million in 2002.
9
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE A -- DESCRIPTION OF THE PLAN (Continued)
Employee contributions are invested at the direction of the employee in one or
more of the funds administered by the Plan's trustees. All Plan assets are
trusteed by Fidelity Management Trust Company with the exception of the Fixed
Income Fund which is trusteed by UMB Bank, n.a. The investment programs of the
Plan are as follows:
(a) Money Market Fund: Monies are invested in a money market fund.
(b) Fixed Income Fund: Monies are invested in investments that
provide a fixed rate of return.
(c) Balanced Fund: Monies are invested in investments to obtain as
much income as possible, consistent with the preservation and
conservation of capital.
(d) Equity Growth & Income Fund: Monies are invested in
investments that are currently paying dividends and/or offer
prospects for growth of capital and future income, with
emphasis on capital appreciation.
(e) Index 500 Fund: Monies are invested in the 500 stocks that
make up the S&P 500 Stock Price Index.
(f) Dividend Growth Fund: Monies are invested in stocks of
companies that have the potential to increase the amount of
their dividends or begin paying them if none are being paid
now.
(g) Small-Cap Value Fund: Monies are invested in U.S. common
stocks of small companies whose price is undervalued.
(h) Small-Cap Growth Fund: Monies invested in small and medium
size companies with undervalued assets or favorable growth
prospects.
(i) Foreign Fund: Monies are invested in stocks and debt
obligations of companies and governments outside the United
States.
(j) VF Corporation Common Stock Fund: Monies are invested in
Common Stock of the Corporation purchased at prevailing prices
on the New York Stock Exchange on the date of purchase.
Employees can direct no more than 50% of their contributions
to the VF Corporation Common Stock Fund.
(k) Mutual Fund Window: The option allows participants to select
from over 160 mutual funds offered through Fidelity
Investments Funds Net Program and additional Fidelity Fund
options.
10
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE A -- DESCRIPTION OF THE PLAN (Continued)
Individual accounts are maintained for each participant; each account includes
the individual's contributions, Corporation matching contributions and
investment funds' earnings. Accounts become payable upon retirement, disability,
death or termination of employment. Participants may also withdraw all or a
portion of their accounts by filing a written request that demonstrates
financial hardship. Participants may elect to receive distributions in a lump
sum or in an annuity, or accounts may be rolled over into another IRS-approved
tax deferral vehicle. Forfeitures are used to reduce VF Corporation's obligation
to pay plan expenses.
The transfers of applicable participant balances from the Bassett-Walker Thrift
Plan, which was merged into the Plan effective April 1, 1998, and the Bestform
Savings Plan, Todd Uniform and Horace Small Savings Plans, which were merged
into the Plan in 2000, have been disclosed separately in the Statements of
Changes in Net Assets Available for Benefits.
Participants may borrow from their individual account. Participants are charged
interest at the Morgan Guaranty "Published" prime rate at the time of the loan
and repay the principal within 60 months, or 120 months if the loan is for the
purchase of their primary residence. Participants may borrow up to 50% of the
participant's total vested account balance, but may not borrow from the
Corporation matching portion. Payment in full is required at termination of
employment. There were 3,015 loans outstanding at December 31, 2000.
Although it has no intent to do so, the Corporation may terminate the Plan in
whole or in part at any time. In the event of termination, participants become
fully vested in their accounts.
The number of participants in each fund was as follows:
Year Ended December 31
----------------------
2000 1999
----- -----
Money Market Fund 3,231 3,502
Fixed Income Fund 2,841 3,281
Balanced Fund 1,797 2,079
Equity Growth & Income Fund 5,044 5,725
Index 500 Fund 3,984 4,550
Dividend Growth Fund 297 121
Small-Cap Value Fund 928 1,104
Small-Cap Growth Fund 1,473 1,563
Foreign Fund 1,324 1,301
VF Corporation Common Stock Fund 3,733 4,259
Employee Stock Ownership Plan 7,920 8,072
The total number of participants in the Plan was less than the sum of
participants shown above because many were participating in more than one fund.
11
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE B -- SIGNIFICANT ACCOUNTING POLICIES
Investments are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the plan year. The ESOP Preferred Stock is stated at fair value, based on the
greater of 160% of the fair value of the Corporation's Common Stock or the
preferred stock's stated redemption price of $30.875 per share. The fair value
of the participation units owned by the Plan in mutual funds and bank common
trust funds is based on quoted redemption values on the last business day of the
Plan year. Purchases and sales of securities, including gains and losses
thereon, are recorded as of the trade date. Dividends are recorded on the
ex-dividend date.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and unrealized
appreciation or depreciation on those investments. Realized gains or losses are
calculated on an average cost basis.
Administrative expenses consisting primarily of fees for legal, accounting and
other services are paid by the Corporation in accordance with the Plan Agreement
and are based on customary and reasonable rates for such services.
Payment of Benefits: Benefits are recorded when paid.
Use of Estimates: In preparing financial statements in accordance with generally
accepted accounting principles, management makes estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes.
Actual results may differ from those estimates.
Reclassifications: Certain amounts included in the prior year financial
statements have been reclassified to conform to current year presentation.
NOTE C -- INCOME TAX STATUS
The Internal Revenue Service has issued a Favorable Determination Letter dated
January 16, 1996 stating that the Plan qualifies under the appropriate sections
of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under
present income tax law. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualification. The VF Corporation
Pension Plan Committee is not aware of any action or series of events that have
occurred that might adversely affect the Plan's qualified status. The Plan has
been amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is currently
designed and is currently being operated in compliance with the applicable
requirements of the IRC.
12
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS
Net realized and unrealized appreciation (depreciation) in fair value of
investments included in Plan equity includes the following:
Net Realized & Unrealized
Appreciation (Depreciation) in Fair Value
Fair Value for the Year Ended December 31 At December 31
-------------------------------------------------- ------------------------------
2000 1999 1998 2000 1999
------------ ------------ ------------ ------------ ------------
Fair value as determined by
quoted market or stated
redemption price:
VF Corporation Common Stock $ 5,219,011 $(10,872,959) $ 358,149 $ 25,069,530 $ 19,593,480
ESOP Preferred Stock 15,139,218 (45,661,526) 1,122,167 91,052,333 80,133,315
Mutual funds and
Bank common trust funds (25,209,654) 15,225,411 20,443,009 194,880,922 181,162,053
------------ ------------ ------------ ------------ ------------
(4,851,425) (41,309,074) 21,923,325 311,002,785 280,888,848
------------ ------------ ------------ ------------ ------------
Fair value as determined by
Plan trustee:
United States government
obligations 0 (148,152) 0 0 0
Commercial notes 0 (20,392) 139,218 0 0
Mutual funds and
Bank common trust funds 1,944,380 583,346 0 30,180,668 32,961,255
------------ ------------ ------------ ------------ ------------
1,944,380 414,802 139,218 30,180,668 32,961,255
------------ ------------ ------------ ------------ ------------
$ (2,907,045) $(40,894,272) $ 22,062,543 $341,183,453 $313,850,103
============ ============ ============ ============ ============
13
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS (Continued)
The fair value of individual investments that represent 5% or more of the Plan's
net assets at December 31, 2000 and 1999 are as follows:
2000 1999
----------- -----------
ESOP Preferred Stock $91,052,358 $80,133,315
(1,570,301 and 1,669,444 shares)
Fidelity Growth & Income Fund 62,463,611 70,818,636
(1,483,696 and 1,501,667 shares)
VF Corporation Common Stock 25,069,530 19,593,480
(691,764 and 653,116 shares)
Fidelity US Equity Index Pool 40,258,148 50,724,675
(1,050,852 and 1,206,007 shares)
ProCapp Fixed Income Fund 30,180,668 32,961,255
(2,771,411 and 3,234,666 shares)
14
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
NOTE E -- NONPARTICIPANT DIRECTED ACCOUNTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant directed investments is as follows:
Employee Stock Ownership Plan
December 31
2000 1999
----------- -----------
ASSETS
VF Corporation ESOP
Preferred Stock
1,570,301 shares in 2000
1,669,444 shares in 1999 $91,052,333 $80,133,315
Other securities 359,709 318,291
----------- -----------
Total investments 91,412,042 80,451,606
----------- -----------
TOTAL ASSETS 91,412,042 80,451,606
----------- -----------
LIABILITIES
Employee Stock Ownership
Plan obligation - payable to VF
Corporation 12,312,041 21,140,274
----------- -----------
TOTAL LIABILITIES 12,312,041 21,140,274
----------- -----------
Net assets available for benefits $79,100,001 $59,311,332
=========== ===========
15
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
Notes to Financial Statements
NOTE E -- NONPARTICIPANT DIRECTED ACCOUNTS (continued)
Changes in Net Assets Year Ended December 31
2000 1999 1998
------------- ------------- -------------
Investment income
Dividends on ESOP Preferred Stock $ 3,335,572 $ 3,548,108 $ 3,717,516
Income from mutual funds and
bank common trust funds 37,564 17,013 26,771
------------- ------------- -------------
3,373,136 3,565,121 3,744,287
Contributions
VF Corporation 7,172,768 6,907,055 6,412,929
------------- ------------- -------------
7,172,768 6,907,055 6,412,929
------------- ------------- -------------
Withdrawals (3,950,527) (6,246,284) (4,330,554)
Forfeitures that reduce
VF Corporation contributions (201,027) (184,026) (202,527)
Interest paid to VF Corporation on Employee
Stock Ownership Plan obligation (1,744,899) (2,553,867) (3,265,449)
Net realized and unrealized appreciation
(depreciation)in fair value of investments 15,139,218 (45,661,526) 1,122,167
------------- ------------- -------------
Net increase (decrease) 19,788,669 (44,173,527) 3,480,853
Net assets available for benefits
Beginning of year 59,311,332 103,484,859 100,004,006
------------- ------------- -------------
End of year $ 79,100,001 $ 59,311,332 $ 103,484,859
============= ============= =============
16
VF Corporation Tax-Advantaged Savings Plan
for Salaried Employees
Schedule H - Line 4i - Schedule of Assets Held for Investment Purposes
At December 31, 2000
Identity of issue, borrower, Number of Current
Lessor, or similar party Shares Cost Value
- ------------------------ ------ ---- -----
*Fidelity Puritan Fund 567,180 10,333,523 10,679,992
*Fidelity Growth & Income Fund 1,483,696 46,306,057 62,463,611
*Fidelity Diversified International Fund 288,624 6,278,397 6,332,412
*Fidelity Dividend Growth Fund 51,655 1,528,268 1,547,581
*Fidelity Retirement Money Market Portfolio 15,294,731 15,294,731 15,294,731
*Fidelity U.S. Equity Index Commingled Pool 1,050,852 40,113,952 40,258,148
Baron Asset Fund 143,930 7,477,313 7,828,337
Longleaf Small Cap Fund 152,597 3,353,592 3,451,753
*ProCapp Fixed Income Fund 2,771,411 28,036,172 30,180,668
*VF Corporation Common Stock 691,764 16,877,253 25,069,530
*VF Corporation ESOP Preferred Stock 1,570,301 54,091,579 91,052,333
*Mutual Fund Window N/A 56,732,568 47,024,357
Loans receivable from participants
(with interest rates from 7% to 9%) N/A 12,235,738 12,235,738
------------ ------------
$298,659,143 $353,419,191
============ ============
* represents a party-in-trust
17