SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS EMPLOYEE
STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------- ------------------
Commission file number 0-19860
-------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Scholastic Inc. 401(k) Savings and Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Scholastic Corporation
555 Broadway
New York, New York 10012
Report of Independent Auditors
The Administrative Committee of the Scholastic Inc. 401(k) Savings and
Retirement Plan
We have audited the accompanying statements of net assets available for benefits
of the Scholastic Inc. 401(k) Savings and Retirement Plan as of December 31,
1997 and 1996, and the statement of changes in net assets available for benefits
for the year ended December 31, 1997, seven months ended December 31, 1996 and
year ended May 31, 1996. These financial statements are the responsibility of
the Plan's Administrative Committee. 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
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 net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, seven months ended December 31, 1996 and
year ended May 31, 1996, in conformity with generally accepted accounting
principles.
/S/ Ernst & Young LLP
- ---------------------
New York, New York
June 15, 1998
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
1997 1996
----------- -----------
Investments, at fair value :
Fidelity Puritan Fund $28,597,018 $24,212,829
Fidelity Retirement Money Market Fund 6,759,135 6,871,529
Scholastic Corporation Common Stock 4,806,075 6,601,664
Fidelity Growth Company Fund 8,814,062 6,575,209
Fidelity U.S. Equity Index Fund 8,089,825 4,763,295
Fidelity Intermediate Bond Fund 1,420,354 1,262,784
----------- -----------
Total investments 58,486,469 50,287,310
----------- -----------
Receivables:
Employer contribution receivable 633,121 182,611
Participants contribution receivable 243,665 244,702
Loans receivable from participants 635,912 369,004
----------- -----------
Total receivables 1,512,698 796,317
----------- -----------
Cash 212,408 47,896
----------- -----------
Net assets available for benefits $60,211,575 $51,131,523
=========== ===========
See accompanying notes.
-1-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended Seven months ended Year ended
December 31, 1997 December 31, 1996 May 31, 1996
----------------- ----------------- ------------
Interest and dividend income $ 3,812,374 $ 3,160,960 $ 1,774,139
------------ ------------ ------------
Contributions:
Employer 2,489,106 1,416,257 2,000,445
Employee 6,404,494 3,419,918 5,383,166
Rollovers 733,380 408,815 1,364,792
------------ ------------ ------------
9,626,980 5,244,990 8,748,403
------------ ------------ ------------
Total additions 13,439,354 8,405,950 10,522,542
Distributions to participants (6,882,283) (2,185,086) (3,425,945)
Net realized and unrealized appreciation
in fair value of investments 2,522,981 481,501 3,516,437
------------ ------------ ------------
Net increase 9,080,052 6,702,365 10,613,034
Net assets available for benefits:
Beginning of period 51,131,523 44,429,158 33,816,124
------------ ------------ ------------
End of period $ 60,211,575 $ 51,131,523 $ 44,429,158
============ ============ ============
See accompanying notes.
-2-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. Plan Description
----------------
The following description of the Scholastic Inc. 401(k) Savings and Retirement
Plan (the "Plan") provides only general information and is presented to assist
in understanding the Plan's financial statements. The financial statements and
notes are representations of the Plan's management, which is responsible for
their integrity and objectivity. Participants should refer to the Plan Document
for a more complete description of the Plan's provisions.
The Plan, which is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), is a defined contribution plan covering all
full-time employees of Scholastic Inc. (the "Company") and any other business
entity approved by the Board of Directors of the Company. Employees who attain
the age of 21 or older and complete at least 500 hours of service during any
period of six consecutive months beginning with the date the employee was first
employed are eligible to participate. The Plan is administered by the Company's
Administrative Committee for the Scholastic Inc. 401(k) Savings and Retirement
Plan (the "Committee"). During 1996, the Committee changed the Plan's fiscal
year end from May 31 to December 31.
Enrollment periods commence on the first day of each month and, at that time, a
participant may elect, under Section 401(k) of the Internal Revenue Code (the
"Code"), to contribute a percentage, up to a maximum as is then permitted by the
Committee (currently 15%, 6% if salary exceeds $80,000), of compensation to the
Plan on a pretax basis ("Deferred Compensation Contributions"). Participants may
additionally make after-tax contributions based upon a percentage of salary not
to exceed 15% (6% if salary exceeds $80,000). The sum of pretax and after-tax
contributions may not exceed 15% (6% if salary exceeds $80,000) of the
participant's salary. Deferred Compensation Contributions are limited to $9,500
for the calendar year ended December 31, 1997 and 1996 (adjusted annually
pursuant to Section 402(g)) for each participant with respect to any calendar
year in accordance with the Tax Reform Act of 1986, as amended. The Company
permits any employee who is or may become a participant to transfer to the Plan
contributions and such other amounts from another retirement plan which meets
the requirements of Section 401(a) at the time of the transfer ("Rollover
Contributions").
The Company, at its sole discretion, may make matching contributions for the
benefit of participants who elect to make pretax contributions, up to 6% of
compensation ("Matching Contributions"). The terms of the Plan provide that the
Company's Board of Directors shall determine the Matching Contributions for each
Plan year. For the year ended December 31, 1997 and seven months ended December
31, 1996, the Company contributed 100% of the first $100 and 50% thereafter to a
maximum of 6%. Such Matching Contributions were made in cash.
The Company, at its sole discretion, may also make discretionary contributions
for the benefit of all participants regardless of whether they elected to make
pretax contributions to the Plan ("Discretionary Contributions"). The amount of
such Discretionary Contributions is to be determined by the Board of Directors.
No Discretionary Contributions were made for the year ended December 31, 1997
and seven months ended December 31, 1996.
-3-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. Plan Description (Con`t.)
------------------------
Contributions are invested, based on the percent allocation elected by the
participant in one or more of the following options:
FIDELITY PURITAN FUND - This fund is comprised primarily of common stock, short
term obligations, corporate bonds and U.S. Government obligations.
FIDELITY RETIREMENT MONEY MARKET FUND - This fund is comprised primarily of
commercial paper, certificates of deposit and time deposits.
SCHOLASTIC CORPORATION COMMON STOCK - This fund is comprised of Scholastic
Common Stock.
FIDELITY GROWTH COMPANY FUND - This fund is comprised primarily of common stock
of companies that show potential for above average growth.
FIDELITY U.S. EQUITY INDEX FUND - This fund is comprised primarily of a wide
range of common stocks included in the Standard & Poor's 500 Index.
FIDELITY INTERMEDIATE BOND FUND - This fund is comprised primarily of corporate
bonds, U.S. Government securities and commercial paper.
Participants' accounts are credited with the participants' Deferred Compensation
Contributions, After-tax Contributions, Qualified Nonelective Contributions,
Rollover Contributions, Matching Contributions and an allocation of the Plan's
earnings and the forfeitures of terminated participants' nonvested accounts.
Allocations of such earnings are in proportion to the ratio that the value of
each participant's account as of the valuation date immediately preceding (after
reducing such account for any distribution) bears to the total value of the
accounts of all participants as of such date. Allocation of such forfeitures
takes place on the last day of the Plan year in which the forfeiture occurs, in
the proportion that each participant's Deferred Compensation Contributions bears
to all participants' Deferred Compensation Contributions. Forfeitures for the
year ended December 31, 1997 were $326,411 and for seven months ended December
31, 1996 were $261,504.
Participants are fully vested at all times in their Deferred Compensation
Contributions, After-tax Contributions, Qualified Nonelective Contributions,
Rollover Contributions and earnings thereon. The Matching and Discretionary
Contributions made by the Company and earnings thereon become vested at the rate
of 20% for each year of service.
-4-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. Plan Description (Con`t.)
-------------------------
A participant's account can be distributed in full upon termination of
employment for any reason, including death, disability or retirement. Once a
month, a participant, for any reason, may withdraw all or a portion of their
account which is attributable to after-tax contributions. All distributions from
the Plan shall be in cash or, if elected by the participant, shall be in whole
shares of stock to the extent such participant is invested in stock. The maximum
amount which can be withdrawn shall be based on the value of the participant's
account as of the valuation date coincident with or following the date on which
the appropriate form was filed by the participant with the Committee or such
other date as the Committee shall determine. In the event of attainment of the
age of 59-1/2, a participant may withdraw his entire vested balance during
employment.
In the event of a hardship, participants may withdraw during employment such
portion of their accounts which is attributable to Deferred Compensation
Contributions, Matching Contributions, Discretionary Contributions and Rollover
Contributions as the Committee may determine is necessary to meet such hardship.
In addition, once in a Plan year, participants may request a loan from the Plan,
(up to 50% of the vested value of their account not to exceed $50,000) which is
subject to the approval of the Committee. All loans must be repaid in equal
installments of principal and interest through automatic payroll deductions, or
in such manner as the Committee shall determine, over a period not to exceed
five years, except for certain loans made to purchase a participant's principal
residence, which may be repaid over a period of up to ten years pursuant to
Section 72(p)(2) of the Code. Participants may not otherwise withdraw any
portion of their account during employment.
2. Summary of Significant Accounting Policies
------------------------------------------
Valuation of Investments
- ------------------------
Investments in the Fidelity funds are valued at redemption prices based on the
net asset values of the funds. Investments in Scholastic Corporation Common
Stock are valued at the closing price as quoted on the NASDAQ National Market on
the valuation date. Loans receivable from employees are valued at cost which
approximates fair value.
Basis of Presentation
- ---------------------
The Plan's accounts are maintained on the accrual basis. Purchases and sales of
investment securities are recorded at market value on the trade date.
-5-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
2. Summary of Significant Accounting Policies (Con't)
--------------------------------------------------
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Administrative Expenses
- -----------------------
The administrative expenses of the Plan are paid by the Company.
3. Tax Status
----------
The Company has received a favorable determination letter from the Internal
Revenue Service as of November 1, 1995 that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and, therefore, the Plan's Trust is
not subject to tax under Section 501(a) of the IRC. The Plan is required to
operate in conformity with the IRC to maintain its qualification. The Plan
sponsor is not aware of any course of action or series of events that have
occurred that are likely to adversely affect the qualified status of the Plan.
4. Plan Termination
----------------
While the Plan is intended to be permanent, it may be terminated at any time by
a resolution of the Board of Directors subject to the provisions of ERISA. Upon
termination, no further contributions shall be made. However, the Committee, all
necessary provisions of the Plan, and the Trust Agreement shall remain in
existence. In this event, the account of each participant shall also become
fully vested and nonforfeitable. In the event that the Committee shall determine
the continuance of the Trust Fund is not in the best interests of the
participants, the Board of Directors may terminate the Trust Fund, and upon such
termination, the Trustee shall apply for the benefit of each participant (or
beneficiary) the full value of such participant's account.
5. Investments
-----------
The fair value of individual investments that represent 5% or more of the Plan's
net assets as of December 31, 1997 and 1996 are as follows:
1997 1996
---- ----
Fidelity Puritan Fund $28,597,018 $24,212,829
Fidelity Retirement Money Market Fund 6,759,135 6,871,529
Scholastic Corporation Common Stock 4,806,075 6,601,664
Fidelity Growth Company Fund 8,814,062 6,575,209
Fidelity U.S. Equity Index Fund 8,089,825 4,763,295
-6-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
5. Investments (Con't)
-------------------
The changes in net assets available for benefits for the year ended December 31,
1997 allocated to separate accounts are as follows:
Puritan
Fidelity Scholastic Fidelity Fidelity
Puritan Fidelity Retirement Corp. Common Growth U.S. Equity
Fund Money Market Fund Stock Comp. Fund Index Fund
------------ ------------------- ----- ----------- -----------
Interest & dividend income $ 2,321,932 $ 370,876 $ 4,105 $ 842,348 $ 171,395
Contributions:
Employer 811,212 250,559 399,037 516,360 407,546
Employee 2,238,312 637,331 1,133,522 1,610,397 1,232,770
------------ ----------- ----------- ----------- -----------
3,049,524 887,890 1,532,559 2,126,757 1,640,316
------------ ----------- ----------- ----------- -----------
Total additions 5,371,456 1,258,766 1,536,664 2,969,105 1,811,711
Distributions to participants (2,897,486) (1,174,029) (350,447) (1,079,923) (1,161,638)
Net realized and unrealized
appreciation (depreciation) in
fair value of investments 3,007,134 -- (2,650,291) 489,553 1,663,664
------------- ----------- ----------- ----------- -----------
Net increase 5,481,104 84,737 (1,464,074) 2,378,735 2,313,737
Transfers (1,290,987) (206,868) 395,018 (134,618) 1,231,441
Net assets available for
benefits at January 1, 1997 24,410,295 7,124,972 6,603,697 6,961,402 4,765,225
------------ ----------- ----------- ----------- -----------
Net assets available for
benefits at December 31, 1997 $ 28,600,412 $ 7,002,841 $ 5,534,641 $ 9,205,519 $ 8,310,403
============ =========== =========== =========== ===========
Fidelity
Intermediate
Bond Fund Other (1) Total
----------- ---------- ---------
Interest & dividend income $ 88,515 $ 13,203 $ 3,812,374
Contributions:
Employer 104,392 -- 2,489,106
Employee 285,542 -- 7,137,874
----------- ----------- ------------
389,934 -- 9,626,980
----------- ----------- ------------
Total additions 478,449 13,203 13,439,354
Distributions to participants (218,760) -- (6,882,283)
Net realized and unrealized
appreciation (depreciation) in
fair value of investments 12,921 -- 2,522,981
------------ ----------- ------------
Net increase 272,610 13,203 9,080,052
Transfers 19,217 (13,203) --
Net assets available for
benefits at January 1, 1997 1,265,932 -- 51,131,523
----------- ----------- ------------
Net assets available for
benefits at December 31, 1997 $ 1,557,759 -- $ 60,211,575
=========== =========== ============
(1) Relates to interest income from Summit Bank Money Market account.
-7-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
5. Investments (Con't.)
-------------------
The changes in net assets available for benefits for the seven months ended
December 31, 1996 allocated to separate accounts are as follows:
Puritan
Fidelity Scholastic Fidelity Fidelity
Puritan Fidelity Retirement Corp. Common Growth U.S. Equity
Fund Money Market Fund Stock Comp. Fund Index Fund
------------- ------------------- ----- ----------- -----------
Interest & dividend income $ 2,570,875 $ 194,387 $ 1,630 $ 261,431 $ 83,407
Contributions:
Employer 485,439 154,228 263,485 285,117 174,884
Employee 1,326,194 381,519 684,884 803,652 494,319
------------ ----------- ----------- ----------- -----------
1,811,633 535,747 948,369 1,088,769 669,203
------------ ----------- ----------- ----------- -----------
Total additions 4,382,508 730,134 949,999 1,350,200 752,610
Distributions to participants (1,112,193) (384,450) (219,746) (258,458) (176,543)
Net realized and unrealized
appreciation (depreciation) in
fair value of investments (453,764) -- 489,702 31,450 402,769
------------ ----------- ----------- ----------- -----------
Net increase 2,816,551 345,684 1,219,955 1,123,192 978,836
Transfers (757,685) 387,479 (989,961) 776,248 458,700
Net assets available for
benefits at June 1, 1996 22,351,429 6,391,809 6,373,703 5,061,962 3,327,689
------------ ----------- ----------- ----------- -----------
Net assets available for
benefits at December 31, 1996 $ 24,410,295 $ 7,124,972 $ 6,603,697 $ 6,961,402 $ 4,765,225
============ =========== =========== =========== ===========
Fidelity
Intermediate
Bond Fund Other (1) Total
----------- ---------- ---------
Interest & dividend income $ 43,753 $5,477 $ 3,160,960
Contributions:
Employer 53,104 -- 1,416,257
Employee 138,165 -- 3,828,733
----------- ------ ------------
191,269 -- 5,244,990
----------- ------ ------------
Total additions 235,022 5,477 8,405,950
Distributions to participants (33,696) -- (2,185,086)
Net realized and unrealized
appreciation (depreciation) in
fair value of investments 11,344 -- 481,501
----------- ------ ------------
Net increase 212,670 5,477 6,702,365
Transfers 130,696 (5,477) --
Net assets available for
benefits at June 1, 1996 922,566 -- 44,429,158
----------- ------ ------------
Net assets available for
benefits at December 31, 1996 $ 1,265,932 $ -- $ 51,131,523
=========== ====== ============
(1) Relates to interest income from Summit Bank Money Market account.
-8-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
5. Investments (Con't.)
--------------------
The changes in net assets available for benefits for the year ended May 31, 1996
allocated to separate accounts are as follows:
Puritan
Fidelity Scholastic Fidelity Fidelity
Puritan Fidelity Retirement Corp. Common Growth U.S. Equity
Fund Money Market Fund Stock Comp. Fund Index Fund
------------ ------------------- ----- ----------- -----------
Interest & dividend income $ 1,162,512 $ 325,696 $ 1,654 $ 167,194 $ 57,606
Contributions:
Employer 813,778 263,806 387,657 291,756 172,117
Employee 2,423,895 842,446 1,289,373 1,208,447 694,034
------------ ----------- ----------- ----------- -----------
3,237,673 1,106,252 1,677,030 1,500,203 866,151
------------ ----------- ----------- ----------- -----------
Total additions 4,400,185 1,431,948 1,678,684 1,667,397 923,757
Distributions to participants (1,837,311) (589,533) (544,742) (160,686) (157,912)
Net realized and unrealized
appreciation (depreciation) in
fair value of investments 2,099,245 -- 413,829 599,488 424,792
------------ ----------- ----------- ----------- -----------
Net increase 4,662,119 842,415 1,547,771 2,106,199 1,190,637
Transfers (1,991,727) (452,243) 61,295 1,405,682 976,278
Net assets available for
benefits at June 1, 1995 19,681,037 6,001,637 4,764,637 1,550,081 1,160,774
------------ ----------- ----------- ----------- -----------
Net assets available for
benefits at May 31, 1996 $ 22,351,429 $ 6,391,809 $ 6,373,703 $ 5,061,962 $ 3,327,689
============ =========== =========== =========== ===========
Fidelity
Intermediate
Bond Fund Other (1) Total
----------- ---------- ---------
Interest & dividend income $ 48,972 $ 10,505 $ 1,774,139
Contributions:
Employer 71,331 -- 2,000,445
Employee 289,763 -- 6,747,958
--------- ----------- ------------
361,094 -- 8,748,403
--------- ----------- ------------
Total additions 410,066 10,505 10,522,542
Distributions to participants (135,761) -- (3,425,945)
Net realized and unrealized
appreciation (depreciation) in
fair value of investments (20,917) -- 3,516,437
--------- ----------- ------------
Net increase 253,388 10,505 10,613,034
Transfers 11,220 (10,505) --
Net assets available for
benefits at June 1, 1995 657,958 -- 33,816,124
--------- ----------- ------------
Net assets available for
benefits at May 31, 1996 $ 922,566 $ -- $ 44,429,158
========= =========== ============
(1) Relates to interest income from Summit Bank Money Market account.
-9-
SCHOLASTIC INC. 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
6. Party-in-Interest Transactions
------------------------------
There were no party-in-interest transactions for the year ended December 31,
1997 which were prohibited by ERISA Section 406 and 407A and for which there is
no statutory or administrative exemption.
7. Year 2000 Issue (unaudited)
---------------------------
Management of Scholastic Corporation ("Scholastic"), the Company's parent
corporation, has initiated an enterprise-wide program to prepare its computer
systems and applications for the year 2000. Scholastic expects to incur internal
staff costs as well as consulting and other expenses related to infrastructure
and facilities enhancements necessary to prepare systems for the Year 2000.
Costs for testing and conversion of system applications will be expensed as
incurred and are estimated to cost approximately $4.5 million to $8.0 million
over the next three fiscal years. Such costs do not include normal system
upgrades. A comprehensive evaluation of the impact of the Year 2000 issue on
both Scholastic's infrastructure and its interface with suppliers and customers
is expected to be completed in Scholastic's fiscal year ended May 31, 1999.
Scholastic expects the remediation program to be completed by August 31, 1999,
the first quarter of its year 2000. Based on current plans and efforts to date,
Scholastic does not expect that the Year 2000 will have an adverse impact on
operations. There can be no assurance, however, that all problems will be
foreseen and corrected or that no material disruption to Scholastic's business
will occur.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee of the Scholastic Inc. 401(k) Savings and
Retirement Plan which administers the Plan has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
SCHOLASTIC INC. 401(k) SAVINGS AND
RETIREMENT PLAN
Date: June 29, 1998 /s/ Kevin J. McEnery
------------------------------
Kevin J. McEnery
Executive Vice President, Chief Financial
Officer and Member of the
Administrative Committee of the Scholastic Inc.
401(k) Savings and Retirement Plan
Exhibits
- --------
Exhibit No. Document
- ----------- --------
23 Consent of Independent Auditors
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-48655, No. 33-69058 and No. 33-91090) pertaining to the
Scholastic Inc. 401K Savings and Retirement Plan of our report dated June 15,
1998, with respect to the financial statements of the Scholastic Inc. 401K
Savings and Retirement Plan included in this Annual Report (Form 11-K) for the
year ended December 31, 1997.
New York, New York /s/ Ernst & Young LLP
June 25, 1998
