<PAGE>
Third Quarter - 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
-------------------
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended September 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________
-------------------
Commission file number 1-11767
I.R.S. Employer Identification Number 36-3431962
RYERSON TULL, INC.
(a Delaware Corporation)
2621 West 15th Place
Chicago, Illinois 60608
Telephone: (773) 762-2121
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,345,745 shares of the
Company's Class A Common Stock and 34,000,000 shares of the Company's Class B
Common Stock (each $1.00 par value per share) were outstanding as of November 9,
1998.
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
Consolidated Statement of Income (Unaudited)
<TABLE>
<CAPTION>
=========================================================================================
Dollars in Millions (except per share data)
----------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
------------------ ----------------------
1998 1997 1998 1997
------ ------ -------- --------
<S> <C> <C> <C> <C>
NET SALES $678.8 $715.8 $2,128.8 $2,106.4
Cost of materials sold 532.2 562.8 1,656.6 1,643.1
------ ------ -------- --------
GROSS PROFIT 146.6 153.0 472.2 463.3
Operating expenses 118.5 115.9 352.7 344.6
Depreciation and amortization 8.0 7.1 23.9 20.4
Gain on sale of assets -- -- -- 8.9
------ ------ -------- --------
OPERATING PROFIT 20.1 30.0 95.6 107.2
General corporate and other expense,
net of income items 2.1 2.0 6.3 5.1
Interest and other expense on debt 9.1 8.7 26.5 24.1
------ ------ -------- --------
INCOME BEFORE INCOME TAXES 8.9 19.3 62.8 78.0
PROVISION FOR INCOME TAXES 4.2 7.9 26.5 31.0
------ ------ -------- --------
NET INCOME $ 4.7 $ 11.4 $ 36.3 $ 47.0
====== ====== ======== ========
EARNINGS PER SHARE OF
COMMON STOCK - BASIC
AND DILUTED $ 0.12 $ 0.29 $ 0.92 $ 1.20
====== ====== ======== ========
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING (millions)
Basic 39.3 39.3 39.3 39.3
Diluted 39.5 39.3 39.5 39.3
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 772.3 781.1 2,381.8 2,270.3
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
Consolidated Statement of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
=============================================================================================
Dollars in Millions
--------------------
Nine Months Ended
September 30
--------------------
1998 1997
------ -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 36.3 $ 47.0
------ -------
Adjustments to reconcile net income to net
cash provided from (used for) operating activities:
Depreciation and amortization 23.9 20.4
Gain on sale of assets - (8.9)
Deferred employee benefit cost (3.0) (3.5)
Deferred income taxes 0.6 (0.4)
Change in assets and liabilities, excluding effects of acquisitions:
Receivables (28.3) (55.4)
Inventories (65.6) (35.2)
Other assets (0.9) 4.6
Accounts payable 23.5 54.6
Payables to related companies (13.0) 0.2
Accrued liabilities (9.8) (16.8)
Other deferred items (0.2) (6.4)
------ -------
Net adjustments (72.8) (46.8)
------ -------
Net cash provided from (used for) operating activities (36.5) 0.2
------ -------
INVESTING ACTIVITIES
Acquisitions (Note 2) - (139.5)
Capital expenditures (22.5) (25.8)
Investments in and advances to joint ventures, net - (0.4)
Proceeds from sales of assets 0.6 17.2
------ -------
Net cash used for investing activities (21.9) (148.5)
------ -------
FINANCING ACTIVITIES
Debt retirement (6.2) (2.0)
Reduction of debt assumed in acquisition - (25.3)
Borrowing from related company, net 64.6 151.7
------ -------
Net cash provided from financing activities 58.4 124.4
------ -------
Net decrease in cash and cash equivalents - (23.9)
Cash and cash equivalents - beginning of year - 23.9
------ -------
Cash and cash equivalents - end of period $ - $ -
====== =======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 30.6 $ 28.5
Income taxes, net 21.2 32.4
Debt assumed in acquisition - 25.3
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
Consolidated Balance Sheet (Unaudited)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
----------------------------------------------
ASSETS September 30, 1998 December 31, 1997
- ------ ------------------ -----------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ - $ -
Receivables 326.0 297.7
Inventories - principally at LIFO 491.3 425.7
Deferred income taxes 4.7 5.6
-------- --------
Total current assets 822.0 729.0
INVESTMENTS AND ADVANCES 21.1 20.7
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $563.1 $543.3
Less: accumulated depreciation 276.6 286.5 258.3 285.0
------- ------
DEFERRED INCOME TAXES 36.1 35.8
PREPAID PENSION COSTS 19.2 14.9
EXCESS OF COST OVER NET ASSETS ACQUIRED 79.3 82.3
OTHER ASSETS 10.5 9.6
-------- --------
Total Assets $1,274.7 $1,177.3
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 173.3 $ 149.8
Note payable to related company 186.0 121.4
Payables to related companies - trade and other 12.3 25.3
Accrued liabilities 33.4 43.2
Long-term debt due within one year - 6.3
-------- --------
Total current liabilities 405.0 346.0
LONG-TERM DEBT 257.0 257.0
DEFERRED EMPLOYEE BENEFITS AND OTHER 148.1 146.8
-------- --------
Total liabilities 810.1 749.8
STOCKHOLDERS' EQUITY (Schedule A) 464.6 427.5
-------- --------
Total Liabilities and Stockholders' Equity $1,274.7 $1,177.3
======== ========
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
Notes to Consolidated Financial Statements (Unaudited)
================================================================================
NOTE 1/FINANCIAL STATEMENTS
Results of operations for any interim period are not necessarily indicative
of results of any other periods or for the year. The financial statements as of
September 30, 1998 and for the three-month and nine-month periods ended
September 30, 1998 and 1997 are unaudited, but in the opinion of management
include all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of results for such periods. These financial statements
should be read in conjunction with the financial statements and related notes
contained in the Annual Report on Form 10-K for the year ended December 31,
1997.
NOTE 2/ACQUISITIONS
During the first nine months of 1997, the Company, through its
subsidiaries, acquired Thypin Steel Co., Inc., Omni Metals, Inc., and the assets
of Cardinal Metals, Inc. for an aggregate of $139.5 million in cash plus
assumption of debt. The acquisitions have been accounted for by the purchase
method of accounting and the purchase price has been allocated to assets
acquired and liabilities assumed. Results of operations since acquisition for
each company are included in the consolidated results. The pro forma effect for
1997 had these acquisitions occurred at the beginning of the year is not
material.
NOTE 3/RELATED PARTY TRANSACTIONS
The Company has agreed to procedures established by Inland Steel
Industries, Inc. ("Industries" or "Inland") for charging Industries'
administrative expenses to the operating companies owned by it. Pursuant to
these procedures, the Company was charged $5.1 million and $4.7 million by
Industries for the first nine months of 1998 and 1997, respectively, for
management, financial and legal services provided to the Company.
On March 27, 1997, the Company established the ability to borrow from
Industries through a five-year $250 million uncommitted line of credit. As of
September 30, 1998, $186.0 million of borrowing was outstanding under this
facility.
-4-
<PAGE>
ISC/Ispat Transaction
On July 16, 1998, Inland Steel Company ("ISC"), a wholly owned subsidiary
of Inland that constituted the steel manufacturing and related operations
segment of Inland's consolidated operations, merged with Inland Merger Sub,
Inc., a subsidiary of Ispat, in the ISC/Ispat Transaction pursuant to an
agreement and plan of merger dated as of May 27, 1998, as amended (the
"ISC/Ispat Merger Agreement"). As a result, ISC became an indirect wholly owned
subsidiary of Ispat.
As part of the ISC/Ispat Transaction, the Inland Pension Plan (the "ISC
Pension Plan"), in which employees of both ISC and Inland participated, was
transferred to ISC. Inland's remaining employees that formerly had participated
in the ISC Pension Plan became participants in the Company's pension plan. The
ISC Pension Plan has unfunded benefit liabilities on a termination basis, as
determined by the Pension Benefit Guaranty Corporation (the "PBGC"), an agency
of the United States government. As a condition to consummating the ISC/Ispat
Transaction, Ispat, ISC, the Company and Inland entered into an agreement with
the PBGC to provide certain financial commitments to reduce the underfunding of
the ISC Pension Plan and to secure ISC Pension Plan unfunded benefit liabilities
on a termination basis. These requirements include the Company's guaranty of $50
million, for five years, of the obligations of Ispat and ISC to the PBGC in the
event of a distress or involuntary termination of the ISC Pension Plan.
-5-
<PAGE>
The Company sells to and purchases products from related companies at
prevailing market prices. These transactions are summarized as follows:
<TABLE>
<CAPTION>
Dollars in Millions
---------------------------------------------
Three Months Nine Months
Ended September 30 Ended September 30
------------------ ----------------------
1998 1997 1998 1997
----- ----- ------ -----
<S> <C> <C> <C> <C>
Net Product Sales $ 0.7 $ 2.2 $ 5.6 $ 8.0
Net Product Purchases 6.8 46.5 104.2 158.3
</TABLE>
On July 16, 1998, Industries sold ISC. Following the sale, ISC is no longer
a related company and no transactions after the date of sale have been included
in the above amounts.
-6-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - Comparison of Third Quarter 1998 to Third Quarter 1997
- ------------------------------------------------------------------------------
The Company reported consolidated net income of $4.7 million, or $.12 per
common share, in the third quarter of 1998 as compared with $11.4 million, or
$.29 per common share, in the year-ago quarter. Results reflect a charge of $3.6
million pretax, or $.05 per common share, to write off prior years' claims with
steel suppliers. Quarter-to-quarter earnings were also unfavorably affected by a
4% increase in expenses per ton and a 5% increase in interest expense due to an
increase in borrowing as well as lower selling prices.
Third quarter 1998 consolidated net sales of $678.8 million were 5% lower
than the comparable year-earlier quarter. Volume decreased 1% to 772,300 tons
from 781,100 tons. Average selling price declined 4% to $879 per ton from $916
per ton a year ago.
Gross profit per ton decreased to $190 from $196 in large part due to the
charge for writing off prior years' claims against suppliers. Expenses, defined
as operating expenses, depreciation and amortization, increased to $164 per ton
from $158 per ton in the third quarter of 1997 due to higher spending levels.
Operating profit of $20.1 million was 33% lower than the $30.0 million
operating profit recorded in the year-ago quarter.
Comparison of First Nine Months of 1998 to First Nine Months of 1997
- --------------------------------------------------------------------
For the first nine months of 1998, the Company reported net income of $36.3
million, or $0.92 per common share, compared to $47.0 million or $1.20 per
common share for the same period a year ago. Earnings for the first nine months
of 1997 benefited from a $8.9 million pretax gain (fourteen cents per common
share) on the sale of the Company's property in Boston and Jersey City.
Net sales of $2.13 billion in the 1998 period were up 1% from the year-ago
level due to the inclusion of a full nine months of net sales from acquisitions
made by the Company during 1997.
Operating profit decreased 3% to $95.6 million in the first nine months of
1998 from $98.3 million recorded in the same period a year ago excluding the
one-time gain on the sale of the Boston and Jersey City properties.
-7-
<PAGE>
Liquidity and Financing
- -----------------------
As part of the recapitalization that took place in 1996, the Company issued
$250 million of long term debt ("Notes") and established a committed four-year
$250 million bank revolving credit facility. During the third quarter of 1997,
the Company extended its $250 million credit facility to September 5, 2002,
while reducing both the commitment fee and interest rate related to the
facility. Restrictions contained in the bank facility and the Notes indenture
prohibit the Company from, among other things, declaring or paying dividends on
Company common stock under certain conditions. Considering these restrictions,
at September 30, 1998, up to $95 million of common dividends could have been
paid.
In order to provide additional borrowing flexibility, the Company
established a five-year $250 million uncommitted line of credit with its parent,
Inland Steel Industries, Inc. ("Industries") on March 27, 1997, which was
amended on September 5, 1997. Interest under this credit line is at market
rates. Under terms of the agreement, Industries may, at its sole option, demand
repayment of any or all amounts outstanding at any time.
At September 30, 1998, the Company had outstanding borrowing under the
Industries line of credit of $186.0 million. On a combined basis, the Company
had committed and uncommitted lines of credit of $314.0 million unused as of
September 30, 1998. However, there can be no assurance that Industries will
continue to make the $250 million credit line available to the company in the
future. Additionally, a covenant contained in the bank credit facility restricts
the amount of additional debt, including additional borrowings under the credit
lines that the Company can incur, to $70 million as of September 30, 1998.
On November 10, 1998, Industries redeemed its Thrift Plan's ESOP notes
which had been guaranteed by the Company.
Year 2000
- ---------
The Company's State of Readiness
The Company began planning how to address its Year 2000 issues in 1996. As part
of this process, the Company established a Year 2000 panel with representatives
from all business units. This panel monitors the progress of the Company in its
Year 2000 compliance. This panel has met regularly throughout 1998 and will
continue to meet until Year 2000 compliance is completed. In addition, Company
personnel and outside Year 2000 consultants have been identifying and correcting
problems that may interfere with Year 2000 readiness. The primary focus has been
on the Company's internal computer systems.
An assessment of the majority of the Company's hardware, software and procedures
was completed in 1997. This assessment identified 40 major systems areas. These
were further broken down into upgrade units. Each of the units was corrected to
be Year 2000 compliant, tested and installed. It is anticipated that all unit
testing will be completed by the end of 1998. The Company plans to conduct
integrated testing during the second quarter of 1999.
The Company has also done an assessment of microprocessors embedded in its
equipment, distribution facilities and corporate offices. Based on vendor
representations and internal testing, the Company believes that it has no Year
2000 compliance issues in this area.
The Company plans to have addressed all Year 2000 issues which are critical to
its operations by the end of 1998, with two exceptions - payroll and accounts
receivable. Both operations are handled through software packages and the
Company expects to have complete Year 2000 software releases installed and
tested by mid-1999.
-8-
<PAGE>
The Company has identified a number of suppliers whose Year 2000 compliance may
be critical to the Company. These suppliers include metal suppliers, outside
processing facilities and contract carriers. The Company intends to survey
these suppliers as to their Year 2000 compliance. The Company will use the
results of these surveys to aid in contingency planning.
The Costs to Address the Company's Year 2000 Issues
The Company has estimated that through the end of 1998, total expenses of
approximately $5.5 million will have been incurred since it began its Year 2000
compliance program. This amount has been funded through the general operating
budget of the Company's Management Information Systems. Currently, it is
expected that the Company will spend an additional $1.5 million to bring its
systems into Year 2000 compliance. This estimate is based on information
currently available and may need to be increased as more information becomes
available and as compliance implementation and contingency planning proceed.
The Risks of the Company's Year 2000 Issues
Although the Company believes it is unlikely, it is possible that, as a result
of potential failure by major customers or suppliers, or a delay or oversight in
the Company's effort to address Year 2000 issues, the Company could experience
an adverse impact, which could be material, on the results of operations or the
financial position of the Company.
In addition, if the suppliers of necessary telecommunications, energy and
transportation needs fail to provide such services needed to sell and deliver
its products, or to provide electrical power or other utilities, such failure
could also have an adverse impact on the results of operations or financial
position of the Company.
The Company's Contingency Plan
The Company has not yet established contingency plans if all systems have not
been made Year 2000 compliant, but it expects to develop such plans during 1999.
Subsequent Event
- ----------------
On October 27, 1998, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among Industries, RT Merger Sub, Inc., a
wholly owned subsidiary of Industries ("RT Merger Sub"), and the Company. The
Merger Agreement provides that, at the effective time of the merger (the
"Effective Time"), RT Merger Sub will merge with and into the Company, with the
Company continuing in existence as the surviving corporation. Each share of
Class A common stock, par value $1.00 per share ("Class A Common Stock")
(including the associated preferred stock purchase rights issued pursuant to the
Rights Agreement, dated as of June 10, 1996, between the Company and Harris
Trust and Savings Bank, as the Rights Agent) issued and outstanding at the
Effective Time (other than shares owned by Industries or any direct or indirect
subsidiary of Industries, which will be canceled in the merger) will be
converted into 0.61 shares of Industries common stock, par value $1.00 per share
(including the associated preferred stock purchase rights issued pursuant to the
Rights Agreement, dated as of November 25, 1997, between Industries and Harris
Trust and Savings Bank, as the Rights
-9-
<PAGE>
Agent). All of the outstanding shares of Class B common stock, par value $1.00
per share ("Class B Common Stock") will also be canceled in the merger.
Under Delaware law and the Company's Restated Certificate of Incorporation,
the merger must be approved by at least a majority of the votes entitled to be
cast by the holders of the outstanding shares of the Class A Common Stock and
Class B Common Stock, voting together as a single class. Industries owns 100% of
the Class B Common Stock, which represents approximately 87% of the economic
interest, and approximately 96% of the voting power, in the Company. Industries
has advised that it intends to vote in favor of the Merger Agreement and the
merger, and therefore stockholder approval is assured. A notice of and proxy
solicitation for a special meeting at which such a vote will take place will be
mailed to stockholders in advance of the meeting. As of the date of this
Quarterly Report, the Company has selected neither a record date for determining
who will be entitled to notice of and to vote at the special meeting nor a date
on which the special meeting will occur.
Upon consummation of the merger, the Company will be a wholly owned
subsidiary of Industries, market trading of Class A Common Stock will cease and
the Company will take steps to terminate the registration of Class A Common
Stock under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). After such termination, the Company will no longer be subject to the
reporting requirements of the Exchange Act.
It is expected that Robert J. Darnall, the Company's Chairman, will resign
that position on or about the Effective Time and will assume responsibility
for Ispat International N.V.'s North American steel operations thereafter.
At some time after the Effective Time, the Company and Industries will
merge. Industries expects to change its name to "Ryerson Tull, Inc." at that
time. The Company has not determined the date on which such a merger between
Industries and the Company will take place.
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The exhibits required to be filed by Item 601 Regulation S-K are
listed in the Exhibit Index which is attached hereto and incorporated by
reference herein.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the third quarter of 1998.
-10-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RYERSON TULL, INC.
By Lily L. May
----------------------------
Lily L. May
Controller and
Principal Accounting Officer
Date: November 13, 1998
-11-
<PAGE>
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
SUMMARY OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
=================================================================================================================
Dollars in Millions
------------------------------------------------
September 30, 1998 December 31, 1997
------------------ -----------------
(unaudited)
<S> <C> <C>
STOCKHOLDERS' EQUITY
- --------------------
Series A common stock ($1 par value)
- 5,346,495 shares and 5,283,762 shares issued
as of September 30, 1998 and $ 5.3 $ 5.3
December 31, 1997, respectively
Series B common stock ($1 par value)
- 34,000,000 shares issued and outstanding
as of September 30, 1998 and December 31, 1997 34.0 34.0
Capital in excess of par value 305.6 304.6
Retained earnings
Balance beginning of year $ 85.2 $ 22.4
Net income 36.3 121.5 62.8 85.2
------ ------
Cumulative translation adjustment (1.3) (1.3)
Restricted stock awards (0.5) (0.3)
Treasury stock, at cost
-938 shares as of September 30, 1998 and
2,031 as of December 31, 1997 - -
------ ------
Total Stockholders' Equity $464.6 $427.5
====== ======
</TABLE>
-12-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
- ------- ----------- ----------
<C> <S> <C>
3.1 Restated Certificate of Incorporation of the Company -
(Filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 333-3235), and
incorporated by reference herein.)
3.2 By-Laws of the Company. (Filed as Exhibit 3.2 to the -
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and incorporated by reference herein.)
27 Financial Data Schedule...................................
</TABLE>
-i-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET, AND
THE SUMMARY OF STOCKHOLDERS' EQUITY CONTAINED IN THE QUARTERLY REPORT ON FORM
10-Q TO WHICH THIS EXHIBIT IS ATTACHED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL SCHEDULES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 335,100
<ALLOWANCES> 9,100
<INVENTORY> 491,300
<CURRENT-ASSETS> 822,000
<PP&E> 563,100
<DEPRECIATION> 276,600
<TOTAL-ASSETS> 1,274,700
<CURRENT-LIABILITIES> 405,000
<BONDS> 257,000
0
0
<COMMON> 39,300
<OTHER-SE> 425,300
<TOTAL-LIABILITY-AND-EQUITY> 1,274,700
<SALES> 2,128,800
<TOTAL-REVENUES> 2,128,800
<CGS> 1,891,700
<TOTAL-COSTS> 1,891,700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,500
<INCOME-PRETAX> 62,800
<INCOME-TAX> 26,500
<INCOME-CONTINUING> 36,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,300
<EPS-PRIMARY> 0.92
<EPS-DILUTED> 0.92
</TABLE>
