<PAGE>1
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 Quarterly Period Ended June 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-6589
WISCONSIN BELL, INC.
(Incorporated under the laws of the State of Wisconsin)
722 North Broadway, Milwaukee, Wisconsin 53202
I.R.S. Employer Identification Number 39-0716650
Telephone Number - (800) 257-0902
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF AMERITECH CORPORATION,
MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE
FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).
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
---- ----
At July 31, 1996, 31,960,395 common shares were outstanding.
<PAGE>2
Part I - Financial Information
------------------------------
The following condensed financial statements have been prepared by Wisconsin
Bell, Inc. (the Company) pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC) and, in the opinion of the Company,
include all adjustments (consisting only of normal recurring adjustments)
necessary for a fair statement of results for each period shown. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such SEC rules and
regulations. The Company believes that the disclosures made are adequate to
make the information presented not misleading. These financial statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's latest Annual Report on Form 10-K and the
quarterly report on Form 10-Q previously filed in the current year.
CONDENSED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
(Dollars in Millions)
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
--------------- ---------------
1996 1995 1996 1995
---- ---- ---- ----
Revenues........................ $ 305.1 $ 280.6 $ 601.8 $ 551.4
--------- --------- --------- ---------
Operating expenses
Employee-related expenses..... 51.8 54.7 106.0 111.9
Depreciation and amortization. 44.1 42.8 87.8 84.9
Other operating expenses...... 101.2 89.8 198.3 174.0
Restructuring credit.......... -- -- -- (26.4)
Taxes other than income taxes. 17.9 15.4 32.7 30.1
--------- --------- --------- ---------
215.0 202.7 424.8 374.5
--------- --------- --------- ---------
Operating income................ 90.1 77.9 177.0 176.9
Interest expense................ 6.8 7.5 13.6 15.2
Other income (expense), net..... 0.5 (0.2) 1.3 0.2
--------- --------- --------- ---------
Income before income taxes...... 83.8 70.2 164.7 161.9
Income taxes.................... 30.6 27.1 61.4 63.7
--------- --------- --------- ---------
Net income...................... 53.2 43.1 103.3 98.2
Accumulated deficit,
beginning of period........... (121.9) (179.8) (126.9) (195.5)
Less, dividends declared.... 50.7 40.9 95.8 80.3
--------- --------- --------- ---------
Accumulated deficit,
end of period................. $ (119.4) $ (177.6) $ (119.4) $ (177.6)
========= ========= ========= =========
See Notes to Condensed Financial Statements.
<PAGE>3
CONDENSED BALANCE SHEETS
(Dollars in Millions)
June 30, 1996 Dec. 31, 1995
------------- -------------
(Unaudited) (Derived from
Audited
Financial
Statements)
ASSETS
- ------
Current assets
Cash and temporary cash investments......... $ 0.1 $ 0.1
Receivables, net
Customers................................. 239.0 230.3
Ameritech and affiliates.................. 7.0 18.1
Other..................................... 7.8 9.5
Material and supplies....................... 1.9 1.9
Prepaid and other........................... 7.8 10.8
--------- ---------
263.6 270.7
--------- ---------
Property, plant and equipment................ 2,855.1 2,815.9
Less, accumulated depreciation............... 1,703.0 1,649.0
--------- ---------
1,152.1 1,166.9
--------- ---------
Investments, primarily in affiliates......... 26.0 27.4
Other assets and deferred charges............ 94.1 91.9
--------- ---------
Total assets................................. $ 1,535.8 $ 1,556.9
========= =========
See Notes to Condensed Financial Statements.
<PAGE>4
CONDENSED BALANCE SHEETS (continued)
(Dollars in Millions)
June 30, 1996 Dec. 31, 1995
------------- -------------
(Unaudited) (Derived from
Audited
Financial
Statements)
LIABILITIES AND SHAREOWNER'S EQUITY
Current liabilities
Debt maturing within one year
Ameritech................................. $ 142.8 $ 110.8
Other..................................... -- 0.1
Accounts payable
Ameritech Services, Inc. (ASI)............ 51.7 45.5
Ameritech and affiliates.................. 15.0 13.8
Other..................................... 57.4 78.2
Other current liabilities.................. 50.6 85.1
--------- ---------
317.5 333.5
--------- ---------
Long-term debt.............................. 305.8 305.8
--------- ---------
Deferred credits and other long-term liabilities
Accumulated deferred income taxes.......... 56.2 59.0
Unamortized investment tax credits......... 23.4 26.0
Postretirement benefits
other than pensions...................... 260.4 262.7
Long-term payable to ASI................... 7.7 8.3
Other ..................................... 32.6 36.9
--------- ---------
380.3 392.9
--------- ---------
Shareowner's equity
Common shares - ($20 par value;
31,995,000 shares authorized;
31,960,395 issued and outstanding)....... 639.2 639.2
Proceeds in excess of par value............ 12.4 12.4
Accumulated deficit........................ (119.4) (126.9)
--------- ---------
532.2 524.7
--------- ---------
Total liabilities and shareowner's equity... $ 1,535.8 $ 1,556.9
========= =========
See Notes to Condensed Financial Statements.
<PAGE>5
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
(Unaudited)
Six Months Ended
June 30
-------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................... $ 103.3 $ 98.2
Adjustments to net income
Restructuring credit, net of tax............ -- (15.8)
Depreciation and amortization............... 87.8 84.9
Deferred income taxes, net.................. (2.7) 9.1
Investment tax credits, net................. (2.6) (2.8)
Capitalized interest........................ (0.4) (0.5)
Provision for uncollectibles................ 13.7 5.6
Change in accounts receivable............... (9.6) (10.5)
Change in material and supplies............. (2.2) 0.1
Change in certain other current assets...... 2.9 1.3
Change in accounts payable.................. (13.4) (4.3)
Change in certain other current
liabilities ............................... (34.5) 9.0
Change in certain other noncurrent
assets and liabilities..................... (9.2) (10.0)
Other....................................... 1.3 3.0
-------- --------
Net cash from operating activities............ 134.4 167.3
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.......................... (73.1) (66.7)
Proceeds from disposals of
property, plant and equipment................ 2.5 0.3
Other investing activity ..................... 0.1 0.1
-------- --------
Net cash from investing activities............ (70.5) (66.3)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany financing, net................... 32.0 (61.1)
Retirements of long-term debt................. (0.1) (0.4)
Dividend payments............................. (95.8) (39.5)
-------- --------
Net cash from financing activities............ (63.9) (101.0)
-------- --------
Net change in cash and
temporary cash investments................... -- --
Cash and temporary cash investments,
beginning of period.......................... 0.1 --
-------- --------
Cash and temporary cash investments,
end of period................................ $ 0.1 $ --
======== ========
See Notes to Condensed Financial Statements.
<PAGE>6
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Dollars in Millions)
JUNE 30, 1996
NOTE 1: Work Force Restructuring
As announced in March 1994, the Company's parent, Ameritech
Corporation, restructured its existing nonmanagement work force,
reducing the work force by 11,500 employees during 1994 and 1995,
including 1,113 at the Company. As a result of the restructuring, the
Company recorded a gain of $26.4 million or $15.8 million after-tax in
the first six months of 1995, resulting primarily from settlement
gains from lump sum pension payments from the Ameritech Pension Plan
to former employees. No restructuring charges or credits were recorded
in the first six months of 1996.
The Company recorded additional restructuring charges in the fourth
quarter of 1995, primarily for the consolidation of data centers and
additional work force reductions. The total accrual amount remaining
related to work force restructuring charges was not significant as of
June 30, 1996. See further discussion in Management's Discussion and
Analysis below.
<PAGE>7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The following is a discussion and analysis of the changes in revenues,
operating expenses and other income and expenses for the first six
months of 1996 as compared with the first six months of 1995.
Results of Operations
---------------------
Revenues
--------
Total revenues in the first six months of 1996 were $601.8 million and
were $551.4 million for the same period in 1995. The following
paragraphs explain the components of that change.
----------------------------------------------------------------------
Local service
-------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 303.3 $ 269.7 $ 33.6 12.5
The increase in local service revenues for the six months ended June
30, 1996 was primarily attributable to higher network volumes, which
resulted in an increase to revenues of $30.6 million. The higher
volumes result principally from growth in the number of access lines,
which increased 3.4 percent to 2,078,000 as of June 30, 1996 as
compared with 2,009,000 at June 30, 1995, and greater sales of call
management services, such as Call Forwarding and Caller ID. Also
included in the revenue increase were rate increases of $1.6 million.
----------------------------------------------------------------------
Network access
--------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Interstate
----------
Six Months Ended $ 130.0 $ 125.0 $ 5.0 4.0
Intrastate
----------
Six Months Ended $ 30.9 $ 31.5 $ (0.6) (1.9)
The increase in interstate network access revenues for the six months
ended June 30, 1996 was due primarily to higher network usage, which
resulted in additional revenues of $15.0 million, partially offset by
net rate reductions of $7.4 million, as well as higher National
Exchange Carrier Association common line support payments. Minutes of
use related to interstate calls increased 8.5 percent in 1996.
The decrease in intrastate network access revenues for the six months
ended June 30, 1996 was primarily attributable to rate reductions of
$8.5 million, partially offset by higher network usage, which resulted
in additional revenues of $7.9 million. Minutes of use related to
intrastate calls increased 14.6 percent in 1996.
<PAGE>8
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Long distance service
---------------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 86.6 $ 83.8 $ 2.8 3.3
The increase in long distance service revenues for the first six
months of 1996 was due to increased network usage, resulting in
revenue increases of $2.6 million.
----------------------------------------------------------------------
Other
-----
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 51.0 $ 41.4 $ 9.6 23.2
Other revenues include revenues derived from directory advertising,
billing and collection services, inside wire installation and
maintenance services and other miscellaneous services. The increase
in other revenues for the six months ended June 30, 1996 was due
primarily to growth in voice messaging, sales of equipment and other
nonregulated services of $9.2 million, as well as an increase in
inside wire installation and maintenance revenues of $3.0 million.
These increases were partially offset by decreases in rent revenue and
other miscellaneous revenues of $2.6 million.
----------------------------------------------------------------------
Operating expenses
------------------
Total operating expenses for the six months ended June 30, 1996
increased by $50.3 million or 13.4 percent to $424.8 million. The
increase was partially attributable to work force restructuring, which
resulted in a credit of $26.4 million in the first quarter of 1995
related to noncash settlement gains from the pension plan, as well as
increases in other operating expenses, such as affiliated services and
cost of sales, as discussed below.
----------------------------------------------------------------------
Employee-related expenses
-------------------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 106.0 $ 111.9 $ (5.9) (5.3)
The decrease in employee-related expenses for the six months ended
June 30, 1996 was due primarily to decreases of $4.3 million in
benefits and other employee-related expenses and $4.5 million related
to lower work force levels, overtime and payroll taxes. These
decreases were partially offset by wage and bonus increases.
There were 4,351 employees at June 30, 1996, compared with 4,429 at
June 30, 1995.
<PAGE>9
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Depreciation and
amortization
------------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 87.8 $ 84.9 $ 2.9 3.4
The increase in depreciation and amortization for the six months ended
June 30, 1996 is primarily due to an increase in depreciable plant
balances, resulting in an increase in depreciation expense of $5.2
million, as well as an increase in depreciation rates used for certain
asset categories related to newer technologies, resulting in an
increase of $2.0 million. These increases were partially offset by a
decrease of $4.1 million resulting from two major asset categories
becoming fully depreciated in 1995 requiring no further depreciation
accruals in 1996.
----------------------------------------------------------------------
Other operating expenses
------------------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 198.3 $ 174.0 $ 24.3 14.0
The increase in other operating expenses for the six months ended June
30, 1996 was due to increases of $20.4 million in uncollectible and
other expenses related to increased sales efforts for equipment sales,
call management services, such as voice messaging and other
nonregulated services, and cost of sales, related to equipment sales.
Affiliated service expenses increased by $10.4 million, due primarily
to systems programming and reengineering. These increases were
partially offset by a decrease of $6.4 million in contract services
and advertising expenses.
----------------------------------------------------------------------
Restructuring credit
--------------------
June 30 Percent
----------
(dollars in millions) 1996 1995 Change Change
------------------- ---- ---- -------- ------
Six Months Ended $ -- $ (26.4) $ 26.4 n/a
As discussed in Note 1, the Company significantly reduced its
nonmanagement work force during 1994 and 1995 by 1,113 employees. New
employees with different skills were added during this period to
accommodate growth and meet staffing requirements for new business
opportunities. As of June 30, 1995, 999 employees had left the
Company, with 85 leaving in the first six months of 1995. A pretax,
noncash settlement gain of $26.4 million was recorded in the first six
months of 1995, associated with lump-sum pension payments to former
employees. No restructuring charges or credits were recorded in the
first six months of 1996.
<PAGE>10
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Taxes other than income taxes
-----------------------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 32.7 $ 30.1 $ 2.6 8.6
The increase in taxes other than income taxes for the six months ended
June 30, 1996 was due to increased gross receipts taxes over the prior
year period, largely due to tax reforms in the state of Wisconsin.
----------------------------------------------------------------------
Other Income and Expenses
-------------------------
Interest expense
-----------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 13.6 $ 15.2 $ (1.6) (10.5)
The decrease in interest expense for the six months ended June 30,
1996 was due primarily to a decrease in interest on borrowings from
the Ameritech short-term funding pool.
----------------------------------------------------------------------
Other income, net
-----------------
Change
June 30 Income Percent
----------
(dollars in millions) 1996 1995 (Expense) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 1.3 $ 0.2 $ 1.1 n/m
Other income, net includes equity in earnings of affiliates, interest
income and other nonoperating items. The increase in other income,
net for the six months ended June 30, 1996 was primarily due to
increases in equity earnings from ASI and interest income, as well as
decreases in certain nonoperating expenses.
----------------------------------------------------------------------
Income taxes
------------
June 30 Increase Percent
----------
(dollars in millions) 1996 1995 (Decrease) Change
------------------- ---- ---- -------- ------
Six Months Ended $ 61.4 $ 63.7 $ (2.3) (3.6)
The decrease in income taxes for the six months ended June 30, 1996
was due primarily to the tax effect ($10.6 million) associated with
the work force restructuring credit recorded in the first six months
of 1995. Excluding the effects of this item, income taxes increased
in line with earnings of the business.
<PAGE>11
Management's Discussion and Analysis
of Results of Operations (cont'd.)
Ratio of earnings to fixed charges
----------------------------------
The ratio of earnings to fixed charges for the six months ended June
30 was 11.35 in 1996 and 10.16 in 1995. The ratio in 1995 was
favorably affected by a credit of $26.4 million for work force
restructuring (see prior discussion of this item). The work force
restructuring program has largely been funded by the Ameritech Pension
Plan.
----------------------------------------------------------------------
Other Matters
--------------
Telecommunications Act of 1996
------------------------------
The Telecommunications Act of 1996 was signed into law on February 8,
1996. This legislation defines the conditions under which Ameritech,
including the Company, will be permitted to offer interLATA long
distance service and provides certain mechanisms intended to
facilitate local exchange competition. This legislation, in addition
to allowing Ameritech to offer interLATA long distance services
through an affiliate, will allow competitors into the Company's
traditional local exchange markets. Management believes the
legislation gives Ameritech an opportunity to expand its revenue base
by providing long distance services, while retaining lower-margin
access revenues as other local service providers, acting as resellers,
continue to use the Company's network facilities.
On August 1, 1996 the Federal Communications Commission adopted rules
by which competitors will connect to local network facilities. The
rules address, among other things, unbundling of network elements,
pricing for interconnection and unbundled elements, and resale of
network services. The Company has not yet determined the impact of
the new rules.
Dial 1+
-------
In December 1995 tariffs were filed, effective January 1, 1996, which
implemented intraLATA Dial 1+ capability, the ability to choose an
alternate long distance carrier for intraLATA toll calls by dialing 1
before the regular phone number. As of April 1996, approximately 40
percent of the Company's service area had been converted to Dial 1+.
On May 14, 1996 the Public Service Commission of Wisconsin (PSCW)
decided to defer the remainder of the Dial 1+ implementation schedule
in Wisconsin. Conversion of remaining exchanges was delayed until
January 1, 1997 conditioned on Ameritech reaching negotiated
interconnection agreements with two major competitors by August 1,
1996. Ameritech reached agreements with three major competitors
before August 1, and has asked for PSCW acknowledgment that those
agreements satisfy the conditions for postponement until January 1,
1997. If the PSCW fails to acknowledge at least two of the
agreements, then all Dial 1+ conversions must be completed by
September 1, 1996.
<PAGE>12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
--------
12 Computation of Ratio of Earnings to Fixed Charges for the
six months ended June 30, 1996 and June 30, 1995.
27 Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
No Form 8-K was filed by the registrant during the quarter
which this report is filed.
<PAGE>13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WISCONSIN BELL, INC.
------------------
(Registrant)
Date: August 7, 1996 /s/ Laurie L. Streling
----------------------
Laurie L. Streling
Comptroller
State Finance Organization
(Principal Accounting Officer)
EXHIBIT 12
WISCONSIN BELL, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
Six Months Ended
June 30
-------------
1996 1995
---- ----
1. EARNINGS
a) Income before interest expense,
income taxes and undistributed
equity earnings (2)................. $ 179.6 $ 179.7
b) Portion of rental expense
representative of the
interest factor (1)................. 2.0 2.2
-------- --------
Total 1(a) through 1(b)................. $ 181.6 $ 181.9
-------- --------
2. FIXED CHARGES
a) Total interest expense including
capital lease obligations........... $ 13.6 $ 15.2
b) Capitalized interest ........... 0.4 0.5
c) Portion of rental expense
representative of the
interest factor (1)................. 2.0 2.2
-------- --------
Total 2(a) through 2(c)................. $ 16.0 $ 17.9
-------- --------
3. RATIO OF EARNINGS TO FIXED CHARGES....... 11.35 10.16
===== =====
(1) One-third of rental expense is considered to be the amount
representing return on capital.
(2) The results for the first six months of 1995 reflect a $26.4 million
pretax credit primarily from settlement gains resulting from lump sum
pension payments from the pension plan to former employees who left
the business in the nonmanagement work force restructuring.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
WISCONSIN BELL, INC.'S JUNE 30, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 100
<SECURITIES> 0<F1>
<RECEIVABLES> 253,800
<ALLOWANCES> 0
<INVENTORY> 1,900
<CURRENT-ASSETS> 263,600
<PP&E> 2,855,100
<DEPRECIATION> 1,703,000
<TOTAL-ASSETS> 1,535,800
<CURRENT-LIABILITIES> 317,500
<BONDS> 305,800
0
0
<COMMON> 639,200
<OTHER-SE> (107,000)
<TOTAL-LIABILITY-AND-EQUITY> 1,535,800
<SALES> 0<F2>
<TOTAL-REVENUES> 601,800
<CGS> 0<F3>
<TOTAL-COSTS> 424,800
<OTHER-EXPENSES> (1,300)
<LOSS-PROVISION> 13,700
<INTEREST-EXPENSE> 13,600
<INCOME-PRETAX> 164,700
<INCOME-TAX> 61,400
<INCOME-CONTINUING> 103,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 103,300
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>SECURITIES ARE NOT MATERIAL AND THEREFORE HAVE NOT BEEN STATED SEPARATELY
IN THE FINANCIAL STATEMENTS. THIS AMOUNT IS INCLUDED IN THE CASH TAG.
<F2>NET SALES OF TANGIBLE PRODUCTS IS NOT MORE THAN 10% OF TOTAL OPERATING
REVENUES AND THEREFORE HAS NOT BEEN STATED SEPARATELY IN THE FINANCIAL
STATEMENTS PURSUANT TO REGULATION S-X, RULE 5-03(B). THIS AMOUNT IS
INCLUDED IN THE "TOTAL REVENUES" TAG.
<F3>COST OF TANGIBLE GOODS SOLD IS INCLUDED IN COST OF SERVICE AND PRODUCTS
IN THE FINANCIAL STATEMENTS AND THE "TOTAL COST" TAG, PURSUANT TO
REGULATION S-X, RULE 5-03(B).
</FN>
</TABLE>
