SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended September 30, 1995 Commission File No. 0-3417
CENCOR, INC
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-0914033
(State of other jurisdiction of (I. R. S. Employer Identification Number)
Incorporation or Organization)
1100 Main Street, Suite 416A
Post Office Box 26098
Kansas City, Missouri 64196
Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (816) 221-5833
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 by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
<PAGE>
<PAGE>
Yes X No
As of November 30, 1995, CenCor, Inc. had 1,240,498 shares of
Common Stock, $1.00 par value outstanding with a market value
of $4,651,868.
<PAGE>
<PAGE>
CENCOR, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1995
INDEX
Item Page
PART I
1. Financial Statements and Supplementary Data 1
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II
1. Legal Proceedings 18
2. Change in Securities 18
3. Defaults Upon Senior Securities 18
4. Submission of Matters to a Vote of Security Holders 18
5. Other Information 18
6. Exhibits and Reports on Form 8-K 19
7. Signatures 20
<PAGE>
<PAGE>
As used herein, the term "CenCor" refers to CenCor, Inc. and
the term "Century" refers to CenCor's sole operating subsidiary
Century Acceptance Corporation. The term "the Company" as used
herein refers to CenCor collectively with Century.
Part I
Item I Financial Statements
The Company's Financial Statements are set forth herein,
beginning on the following page.
(The remainder of this page is intentionally blank.)
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<TABLE>
<CAPTION>
CenCor, Inc.
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
1995 1994
(Unaudited)
<S> <C> <C>
Cash and cash equivalents $ 1,466,000 $ 809,000
Cash and cash equivalents of
discontinued operations 20,948,000 224,000
Net finance receivables of
discontinued operations -- 104,125,000
Property and equipment, net of
accumulated depreciation 11,000 --
Property and equipment of discontinued
operations, net of accumulated
depreciation -- 2,154,000
Unamortized debt issuance costs of
discontinued operations -- 667,000
Other assets -- 750,000
Other assets of discontinued operations 6,033,000 3,215,000
Total assets $28,458,000 $111,944,000
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
September 30, December 31,
1995 1994
(Unaudited)
<S> <C> <C>
Liabilities and stockholders' equity
(deficit):
Accounts payable and accrued liabilities $ 910,000 $ 205,000
Accounts payable and accrued liabilities
of discontinued operations 144,000 2,060,000
Income taxes payable of discontinued
operations 957,000 --
Accrued interest 1,762,000 --
Accrued interest - warrants of
discontinued operations -- 1,152,000
Unearned insurance commissions of
discontinued operations -- 2,654,000
Long-term debt (Note 3) 14,687,000 14,687,000
Long-term debt of discontinued
operations -- 84,720,000
Borrowings under line of credit
of discontinued operations -- 13,693,000
Total liabilities $18,460,000 $ 119,171,000
Stockholders' equity (deficit):
Common stock, $1 par value, 2,000,000
shares authorized, 1,240,498 shares
issued and outstanding 1,241,000 1,241,000
Paid-in capital 2,805,000 2,805,000
Accumulated earnings (deficit) 5,952,000 (11,273,000)
Total stockholders' equity (deficit) 9,998,000 (7,227,000)
<PAGE>
<PAGE>
Total liabilities and stockholders'
equity (deficit) $28,458,000 $111,944,000
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
1995 1994
<S> <C> <C>
Income $ 856,000 $ 456,000
Expenses:
Salaries and other expenses 1,705,000 449,000
Interest expense, net 1,699,000 1,421,000
3,404,000 1,870,000
Loss from continuing operations (2,548,000) (1,414,000)
Discontinued operations:
Income (loss) from operations,
net of taxes of $0 in 1995 and 1994 (4,274,000) 120,000
Gain on disposal, net of taxes of
$1,100,000 24,047,000 --
Income from discontinued operations 19,773,000 120,000
Net income (loss) $17,225,000 $(1,294,000)
Weighted average common and common
equivalent shares outstanding 1,815,080 1,815,080
Income (loss) per share of common
stock and common equivalent shares
of stock: (Note 5)
Loss per share from continuing
operations $ (1.40) $ (0.78)
Income per share from discontinued
operations 10.89 0.07
Net income (loss) per share $ 9.49 $ (0.71)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 1995 and 1994
(Unaudited)
1995 1994
<S> <C> <C>
Income $ 74,000 $ 226,000
Expenses:
Salaries and other expenses 233,000 155,000
Interest expense, net 577,000 471,000
810,000 626,000
Loss from continuing operations (736,000) (400,000)
Discontinued operations:
Loss from operations, net of taxes of
$0 in 1995 and 1994 (159,000) (97,000)
Loss from discontinued operations (159,000) (97,000)
Net loss (895,000) (497,000)
Weighted average common and common
equivalent shares outstanding
Loss per share of common stock and
common equivalent shares of stock:
(Note 5) 1,815,080 1,815,080
Loss per share from continuing operations $ (0.41) $ (0.22)
Loss per share from discontinued
operations (0.09) (0.05)
Net loss per share $ (0.50) $ (0.27)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
1995 1994
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 17,225,000 $ (1,294,000)
Adjustments to reconcile net income
(loss) to net cash used in operating
activities:
Income from discontinued
operations (19,773,000) (120,000)
Increase in accrued interest 1,762,000 1,519,000
Other changes in assets and
liabilities, net 147,000 (322,000)
Total adjustments (17,864,000) 1,077,000
Net cash used in operating activities (639,000) (217,000)
INVESTING AND OTHER ACTIVITIES:
Proceeds from sale of discontinued
operations $128,710,000 $ --
Cash provided by (used in) discontinued
operations 390,000 (2,551,000)
Capital expenditures, net 15,000 --
Net cash provided by (used in)
investing and other activities 129,115,000 (2,551,000)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CenCor, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
For the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
1995 1994
<S> <C> <C>
FINANCING ACTIVITIES:
Payment of long-term debt $(102,095,000) $ --
Escrow fund from sale of discontinued
operations (5,000,000) --
Net cash used in financing activities (107,095,000) --
Net increase (decrease) in cash and
cash equivalents 21,381,000 (2,768,000)
Cash and cash equivalents at
beginning of year 1,033,000 3,277,000
Cash and cash equivalents at
end of period $ 22,414,000 $ 509,000
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest $ 5,698,000 $ 5,603,000
</TABLE>
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<PAGE>
<PAGE>
CenCor, Inc.
NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 1995
(Unaudited)
Note 1 Basis of Presentation
The interim condensed financial statements included herein are
unaudited but, in the opinion of management, present fairly in
all material respects, the consolidated position of CenCor,
Inc. at September 30, 1995 and December 31, 1994 and the
results of operations and cash flows for all periods presented.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles ("GAAP") have been condensed or
omitted, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
Annualization of the amounts in these condensed financial
statements may not necessarily be indicative of the actual
operating results for the full year.
In preparing the financial statements in accordance with GAAP,
management is required to make certain estimates and assump-
tions that affect both the reported amounts of assets and
liabilities as of the date of the statement of financial
condition and revenues and expenses for the period. Actual
results could differ significantly from those estimates.
It is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes
thereto included in the Company's latest Annual Report on Form
10-K for the year 1994.
Note 2 Discontinued Operations
Effective June 30, 1995 the Company sold substantially all of
the assets of its sole operating subsidiary, Century Acceptance
Corporation. The gross cash proceeds to Century as a result of
the sale was approximately $128,500,000. As part of the
transaction, $5,000,000 of the purchase price was placed in
escrow to secure certain indemnification obligations of Century
and CenCor to the buyer that run through July 1, 1998. The
escrow account is included with "other assets" in the accompa-
nying consolidated balance sheet as of September 30, 1995.
Century was able to redeem all of its outstanding secured notes
held by its lenders for a purchase price equal to the principal
amount of the secured notes (approximately $100 million)
together with interest, but without the payment of substantial
prepayment premiums payable under the secured notes. The
lenders also surrendered for cancellation outstanding warrants
which would have allowed them to acquire up to 30% of Century.<PAGE>
<PAGE>
The income (loss) from operations, net of applicable income
taxes, for Century is segregated as discontinued operations in
the accompanying consolidated statement of operations. The net
income (loss) from discontinued operations is as follows:
<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
1995 1994
<S> <C> <C>
Revenues $ 15,186,000 $ 20,849,000
Expenses 19,404,000 21,275,000
Other income (loss) (56,000) 546,000
Income (loss) from discontinued
operations before income taxes (4,274,000) 120,000
Income taxes applicable to
discontinued operations -- --
Net income (loss) from discontinued
operations $ (4,274,000) $ 120,000
For the Three Months Ended September 30,
1995 1994
Revenues $ 329,000 $ 7,282,000
Expenses488,0007,377,000
Other loss -- (2,000)
Loss from discontinued
operations before income taxes (159,000) (97,000)
Income taxes applicable to
discontinued operations -- --
Net loss from discontinued
operations $ (159,000) $ (97,000)
</TABLE>
Note 3 Long-Term Debt
On July 19, 1993, CenCor filed a Voluntary Petition with the
United States Bankruptcy Court. At the same time, CenCor filed
an Application with the Bankruptcy Court seeking expeditious
confirmation of its previously creditor approved prepackaged
plan of reorganization. The plan was confirmed by the Bank-
ruptcy Court on August 30, 1993.
Pursuant to the plan, CenCor's noteholders received the
following securities for each $1,000 aggregate amount of
principal and accrued but unpaid interest at December 31, 1992:
(i) $600 principal amount of non-interest bearing New Notes
(ii) $400 principal amount of non-interest bearing Convertible
Notes
<PAGE>
<PAGE>
(iii) 5.2817 shares of CenCor common stock, par
value $1 per share
The New Notes and Convertible Notes are non-interest bearing and
will mature on July 1, 1999. The Convertible Notes may be
converted at the option of the holder, at any
time, into shares of CenCor common stock at a ratio of one
share of common stock for each $20 principal amount of Convert-
ible Notes. The reorganization resulted in the issuance of
$17,230,589 principal amount of New Notes, $11,487,060 princi-
pal amount of Convertible Notes, and 151,679 shares of $1 par
value common stock on November 1, 1993. Simultaneously the
Company canceled 271,410 shares of treasury stock. The New
Notes and Convertible Notes were recorded at their net present
value using an estimated market discount rate of 16%.
Note 4 Other Income
In March of 1995, the Company received $600,000 from the Estate
of Robert F. Brozman (the "Brozman Estate") which represented
the cash portion of the Company's settlement of all of its
claims against the Brozman Estate, including claims arising
from the Company's loss of goodwill due to the CenCor, Inc. of
Kansas City ("CIKC") loans. For additional information
concerning the balance of the settlement, including the Brozman
Estate's agreement to transfer to CenCor all or a portion of
the 597,064 shares of CenCor common stock held by the Robert F.
Brozman Trust, see Item 13, Certain Relationships, and Related
Transactions in CenCor's Annual Report for the year ended
December 31, 1994 on Form 10-K. Because the amount of the
balance of the settlement is not currently determinable, the
settlement has not been recorded in the accompanying financial
statements. At the time the amount of the transaction becomes
determinable (anticipated to be December 31, 1995), it will be
appropriately recorded in the Company's financial statements.
Note 5 Earnings Per Share
As of September 30, 1995 and 1994, earnings per common share
and common equivalent shares were computed by dividing net loss
by the weighted average number of shares of common stock and
common stock equivalents outstanding during the period. The
number of weighted average common share equivalents was in-
creased under the assumption that all of the Convertible Notes
were converted to common stock. As discussed earlier, the
Convertible Notes may be converted at the option of the holder
at any time, into shares of common stock at a ratio of one
share of common stock for each $20 principal amount of Convert-
ible Notes.
<PAGE>
<PAGE>
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Effective June 30, 1995, Century, the sole operating subsidiary
of CenCor, consummated the sale of its consumer finance
business to Fidelity Acceptance Corporation, a subsidiary of
the Bank of Boston Corporation.
Under the terms of the sale, which was effective as of July 1,
1995, Century received $128.5 million for substantially all of
its assets. As part of the transaction, $5 million of the sale
proceeds were placed in escrow to secure certain indemnifica-
tion obligations of Century and CenCor to the buyer that run
through July 1, 1998.
In connection with the sale, Century received an additional
$124,000 from Fidelity Acceptance Corporation on September 21,
1995, as a result of post-closing adjustments to the sale price
as provided for in the asset purchase agreement.
As a result of the sale, Century was able to redeem all of its
outstanding secured notes held by its lenders for a purchase
price equal to the principal amount of the secured notes
(approximately $100 million) together with interest. The
lenders also surrendered for cancellation outstanding warrants
which would have allowed them to acquire up to 30% of Century.
Century's remaining liabilities at September 30, 1995 consist
mostly of accounts payable and other accrued liabilities,
including accrued income taxes payable.
As indicated in Note 3 to the financial statements, CenCor's
plan of reorganization was confirmed by the U.S. Bankruptcy
Court on August 30, 1993. The Company accounted for the
reorganization as a troubled debt restructuring with the New
Notes and the Convertible Notes being recorded at their net
present value on August 30, 1993, using an estimated market
discount rate of 16%. CenCor currently has outstanding non-
interest bearing debt consisting of approximately $17.2 million
in notes and $11.5 million in convertible notes due July 1,
1999. For accounting purposes, interest expense on the New
Notes and Convertible Notes accrues monthly until conversion in
the case of the Convertible Notes, payment in full, or July 1,
1999, whichever is first to occur. The convertible notes are
convertible at CenCor's option at the rate of one share of
common stock for each $20 principal amount of convertible notes
after $17.5 million of the net proceeds from the sale of
Century are distributed by dividend to CenCor. Management
anticipates converting the convertible notes into shares of
common stock in 1996.
<PAGE>
<PAGE>
As previously disclosed, Concorde Career Colleges, Inc.
("Concorde"), a former subsidiary of CenCor that was spun off
in 1988, agreed as part of the spin off arrangement to assume
certain obligations of CenCor relating to CenCor's then
outstanding Series H 10% notes. As a result of Concorde's
subsequent inability to make payments on the assumed debt,
Cencor terminated Concorde's obligation regarding these notes
in consideration of Concorde issuing to CenCor a Junior Secured
Debenture for $5,422,000. The Junior Secured Debenture, which
is due July 31, 1997, is secured by a lien on substantially all
of Concorde's assets, which lien is junior to the lien of
Concorde's secured bank lender. Because of Concorde's precari-
ous financial condition at the time the Junior Secured Deben-
ture was issued, CenCor established a reserve in its financial
statements in the full amount of the Junior Secured Debenture.
In 1994, CenCor agreed to accept 300,000 shares of Concorde's
cumulative preferred stock in exchange for the cancellation of
$3,000,000 of the total $5,422,000 of original principal amount
of the Junior Secured Debenture. The balance of the Junior
Secured Debenture remains outstanding. Payments to be made
under the cumulative preferred stock also have been reserved in
full in CenCor's financial statements.
Concorde has recently reported improvements in its financial
condition. Concorde reports that its bank debt has been
reduced to $2,159,000 at September 30, 1995 from $4,493,000 at
September 31, 1994. Further, Concorde reports net income of
$1,271,000 ($.17 per share) on revenues of $29,447,000 for the
nine months ended September 30, 1995 as compared with net
income of $433,000 ($.06 per share) on revenues of $27,315,000
for the same period in 1994. While these developments most
likely would have caused CenCor's Board of Directors to
reevaluate the amount of the reserve for the Junior Secured
Debenture and the cumulative preferred stock, the Company will
continue to account for these items on a fully reserved basis
in accordance with generally accepted accounting principles.
It is unlikely that CenCor will liquidate prior to July 1998.
In the event CenCor liquidates, CenCor will be required to
satisfy the full amount of the New Notes ($17.5 million)
together with all other liabilities prior to any distributions
on its outstanding common stock. CenCor's liquidation value
may be adversely effected by claims arising from indemnifica-
tion obligations to the buyer of Century resulting from the
sale of Century's assets, income tax liabilities, or other
factors. Conversely, CenCor's liquidation value may be enhanced
by CenCor's ability to realize the value of securities issued
by and receivables transferred from ConCorde in settlement of
certain amounts owed and CenCor's ability to collect the
balances owed on these securities and receivables.
<PAGE>
<PAGE>
Results of Operations
As a result of the sale of Century's assets, the Company's
continuing operations consist of collecting amounts due to the
Company on various receivables and securities, primarily
amounts received from previously charged-off Concorde receiv-
ables received in payment of accrued interest. In addition, as
previously mentioned in Note 4 to the consolidated financial
statements, in March of 1995 the Company received $600,000 from
the Brozman Estate in partial payment of the Company's settle-
ment of all its claims against the Brozman Estate.
The Company's continuing expenses consist mostly of interest
expense on its long-term debt. Due to the higher interest rate
on CenCor's long-term debt as compared to the yield on the
Company's investments, interest expense exceeded interest
income for the nine months ended September 30, 1995. In
addition the Company incurs expenses related to salaries, legal
fees, and other recurring operating expenses. During the nine
months ended September 30, 1995 the Company also recognized
additional expense for consulting fees in connection with the
sale of Century's assets. Also, during the nine months ended
September 30, 1995, the Company became liable for payment of
its Stock Appreciation Rights (SARs) as a result of the sale of
Century. See Note 10 to the consolidated financial statements
in CenCor's Annual Report for the year ended December 31, 1994
on Form 10-K for additional information on the SARs.
Continuing Operations
Subsequent to the sale of Century's assets, CenCor's operations
will continue to focus on the collection of various amounts
owed to it, including the collection of the Concorde Junior
Secured Debenture, preferred stock, and the previously charged-
off Concorde receivables received in payment of accrued
interest. CenCor will also closely monitor claims arising from
indemnification obligations to the buyer of Century in order to
maximize the value of the escrow fund established as a result
of the sale.
Until CenCor's long-term debt becomes due, management expects
to invest the available proceeds from the sale of Century in
short-term government or government agency instruments. The
interest rate on CenCor's long-term debt is expected to exceed
the anticipated yield of these short-term instruments, which
will result in a net operating loss and thus reduce stockhold-
ers' equity. Such losses may be mitigated by recoveries
relating to the Concorde debt and/or preferred stock.
Liquidity and Capital Resources<PAGE>
<PAGE>
Capital Obligations
The Company has no significant obligations for capital purchas-
es.
Defaults on Long-Term Debt
Prior to the restructuring of its debt, CenCor was in default
on both its public and private debt. As part of the restruc-
turing, which was consummated on August 30, 1993, the old debt
was exchanged for New Notes, Convertible Notes, and stock. The
Company is in compliance with all covenants and terms under the
new indenture for the New Notes and the Convertible Notes.
Internal Revenue Service Examination
The Company's income tax returns for 1988 and 1989 were
examined by the Internal Revenue Service (IRS) which has
proposed certain adjustments, a portion of which have been
protested by the Company. The Company has also claimed
additional deductions in these years. Management believes that
the ultimate disposition of this IRS examination will not have
a material effect on the financial position of the Company. In
addition, the Company's 1991 income tax return is currently
under examination by the IRS.
As a result of the unresolved IRS examinations, management
cannot precisely estimate the amount of the Company's net
operating loss ("NOL") carryforward for federal income tax
purposes. For purposes of estimating the Company's current
income tax liability, management has assumed the Company's NOL
carryforward will be approximately $9,000,000 which represents
the current status of the carryforward amount. Because the
proposed adjustments for 1988 and 1989 have not been resolved
and the 1991 IRS examination is still ongoing, no assurance can
be made regarding this amount.
Part II - Other Information
Item 1 Legal Proceedings - None
Item 2 Change in Securities - None
Item 3 Defaults Upon Senior Securities - For a discussion of
defaults in prior periods, see Part I, Item 2, Liquidity and
Capital Resources - Defaults on Long-Term Debt.
Item 4 Submission of Matters to a Vote of Security Holders -
None
<PAGE>
<PAGE>
Item 5 Exhibits and Reports on Form 8-K
Exhibits:
EXHIBIT NUMBER DESCRIPTION
27 Financial Data Schedule
Reports:
During the quarter ended September 30, 1995, the Company filed
a report on Form 8-K dated July 17, 1995 reporting that it had
sold substantially all of the assets of its sole operating
subsidiary, Century Acceptance Corporation, to Fidelity
Acceptance Corporation, a subsidiary of the Bank of Boston
Corporation.
(The remainder of this page is intentionally left blank.)
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be
signed by the undersigned, thereunto duly authorized.
CENCOR, INC.
Dated December 8, 1995 /s/ Jack L. Brozman
Jack L. Brozman, President
/s/ Terri L. Rinne
Terri L. Rinne, Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> $22,414,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,033,000
<PP&E> 15,000
<DEPRECIATION> 4,000
<TOTAL-ASSETS> 28,458,000
<CURRENT-LIABILITIES> 2,011,000
<BONDS> 16,449,000
<COMMON> 1,241,000
0
0
<OTHER-SE> 8,757,000
<TOTAL-LIABILITY-AND-EQUITY> 28,458,000
<SALES> 0
<TOTAL-REVENUES> 856,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,705,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,699,000
<INCOME-PRETAX> (2,548,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,548,000)
<DISCONTINUED> 19,773,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,225,000
<EPS-PRIMARY> $9.49
<EPS-DILUTED> $9.49
</TABLE>
