<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1994
Commission File Number 1-1657
CRANE CO.
(Exact name of registrant as specified in its charter)
Delaware 13-1952290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 First Stamford Place, Stamford, Ct. 06902
(Address of principal executive office) (Zip Code)
(203) 363-7300
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name, former address and former fiscal year,
if changed since last report)
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
The number of shares outstanding of the issuer's classes of common
stock, as of July 31, 1994:
Common stock, $1.00 Par Value - 30,085,171 shares
<PAGE>
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
<TABLE>
Crane Co. and Subsidiaries
Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
(Unaudited)
<CAPTION>
Periods Ended June 30,
Three Months Six Months
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net Sales $428,729 $337,693 $760,434 $650,006
Operating Costs and Expenses:
Cost of sales 324,769 259,455 584,523 501,259
Selling, general and administrative 62,894 45,477 111,710 89,976
Depreciation and amortization 12,142 7,161 20,450 14,457
-------- -------- ------- -------
399,805 312,093 716,683 605,692
Operating Profit 28,924 25,600 43,751 44,314
Other Income (Deductions):
Interest income 1,740 1,422 2,451 2,486
Interest expense (6,023) (2,796) (9,349) (5,636)
Miscellaneous - net 488 290 729 375
------- ------ ------ ------
(3,795) (1,084) (6,169) (2,775)
Income Before Taxes 25,129 24,516 37,582 41,539
Provision for Income Taxes 9,463 8,790 14,507 15,047
-------- -------- -------- --------
Net Income $ 15,666 $ 15,726 $ 23,075 $ 26,492
Net Income Per Share $.52 $.52 $.77 $.88
Average Shares Outstanding 30,120 30,233 30,085 30,209
Dividends Per Share $ .1875 $ .1875 $ .3750 $ .3750
See Notes to Consolidated Financial Statements
</TABLE>
-2-
<PAGE>
<PAGE>
<TABLE>
Part I - Financial Information
Crane Co. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Per Share Amounts)
<CAPTION>
June 30, December 31,
1994 1993 1993
(Unaudited)
Assets
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 2,894 $ 41,841 $ 12,592
Accounts receivable, less allowance
of $4,089 ($2,004 at June 30, 1993
and $3,054 at December 31, 1993) 248,207 182,696 178,767
Inventories at lower of cost, principally
LIFO, or market; replacement cost would
be higher by approximately $56,055
($52,860 at June 30, 1993 and $54,470 at
December 31, 1993)
Finished goods 132,599 114,865 119,014
Finished parts and subassemblies 27,156 18,235 24,261
Work in process 41,097 26,522 22,516
Raw materials 51,447 18,313 27,908
-------- -------- --------
252,299 177,935 193,699
Other current assets 13,712 7,983 8,488
-------- -------- --------
Total Current Assets 517,112 410,455 393,546
Property, Plant and Equipment:
Cost 517,167 381,232 421,708
Less accumulated depreciation 237,292 215,312 222,314
-------- -------- --------
279,875 165,920 199,394
Other Assets 29,196 23,218 31,563
Intangibles 67,241 4,811 6,579
Cost in excess of net assets acquired
less accumulated amortization of
$14,111 ($10,835 at June 30, 1993
and $11,812 at December 31, 1993) 174,692 60,772 113,083
---------- -------- --------
$1,068,116 $665,176 $744,165
<FN>
See Notes to Consolidated Financial Statements
-3-
/TABLE
<PAGE>
<PAGE>
<TABLE>
Part I - Financial Information
<CAPTION>
June 30, December 31,
1994 1993 1993
(Unaudited)
Liabilities and Shareholders' Equity
<S> <C> <C> <C>
Current Liabilities:
Current maturities of long-term debt $ 2,122 $ 5,395 $ 3,852
Loans payable 58,990 44,455 108,048
Accounts payable 102,384 72,908 73,385
Accrued liabilities 113,568 77,399 81,107
U.S and foreign taxes on income 7,069 262 5,291
-------- -------- --------
Total Current Liabilities 284,133 200,419 271,683
Long-Term Debt 380,176 106,487 105,557
Deferred Income Taxes 25,442 4,899 6,138
Reserves and Other Liabilities 23,277 21,698 20,631
Accrued Postretirement Benefits 43,086 39,844 42,570
Accrued Pension Liability 6,960 7,707 6,767
Preferred Shares, Par Value $.01
Authorized - 5,000 Shares - - -
Common Shareholders' Equity:
Common shares 30,034 30,044 29,863
Capital surplus 13,687 14,644 10,160
Retained earnings 273,355 250,892 263,666
Currency translation adjustment (12,034) (11,458) (12,870)
---------- -------- --------
Total Common Shareholders' Equity 305,042 284,122 290,819
---------- -------- --------
$1,068,116 $665,176 $744,165
<FN>
See Notes to Consolidated Financial Statements
-4-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
Part I - Financial Information (Cont'd.)
Crane Co. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1994 1993
<S> <C> <C>
Cash flows from operating activities:
Net income $ 23,074 $ 26,492
Depreciation 16,331 11,855
Amortization 4,119 2,602
Deferred taxes 290 (617)
Cash (used for)
operating working capital (16,063) (20,122)
Other (3,683) 533
-------- -------
Total from operating activities 24,068 20,743
Cash flows from investing activities:
Capital expenditures (12,345) (14,911)
Payments for acquisitions (161,424) (10,086)
Proceeds from divestitures - 6,029
Proceeds from disposition of capital assets 719 737
--------- -------
Total used for investing activities (173,050) (18,231)
Cash flows from financing activities:
Equity:
Dividends paid (11,239) (11,248)
Reacquisition of shares (42) (5,240)
Stock options exercised 794 2,630
-------- --------
Net Equity (10,487) (13,858)
Debt:
Proceeds from issuance of long-term debt 274,247 -
Repayments of long-term debt (74,748) (8,502)
Net increase (decrease) in short-term debt (49,832) 12,616
-------- -------
Net Debt 149,667 4,114
-------- -------
Total from financing activities 139,180 (9,744)
Effect of exchange rate on cash and cash equivalents 104 (31)
-------- --------
Decrease in cash and cash equivalents (9,698) (7,263)
Cash and cash equivalents at beginning of period 12,592 49,104
-------- --------
Cash and cash equivalents at end of period $ 2,894 $ 41,841
Detail of Cash (Used for) Provided From Operating
Working Capital:
Accounts receivable $(23,850) $(25,631)
Inventories (85) (11,821)
Other current assets (4,792) (191)
Accounts payable 18,192 13,044
Accrued liabilities (3,994) 5,081
U.S. and foreign taxes on income (1,534) (604)
-------- --------
Total $(16,063) $(20,122)
Supplemental disclosure of cash flow information:
Interest paid $ 10,088 $ 10,537
Income taxes paid 12,737 18,251
See Notes to Consolidated Financial Statements
-5-
</TABLE>
PAGE
<PAGE>
Part I - Financial Information (Cont'd.)
Notes to Consolidated Financial Statements
<TABLE>
1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore
reflect all adjustments which are, in the opinion of management, necessary
for a fair statement of the results for the interim period presented.
2. Since October 1993 Crane Co. has acquired five companies for an aggregate
purchase price of approximately $345 million. Because of this major change,
Crane Co. begins this quarter to report the operating results of the former
engineered industrial products segment in six new segments : Fluid Handling,
Aerospace, Engineered Materials, Crane Controls, Merchandising Systems and
Other. The Wholesale Distribution segment remains unchanged. The objective
of the segment reporting realignment is to provide investors with a clear
view of Crane's manufacturing businesses.
<CAPTION>
Periods Ended June 30,
Three Months Six Months
1994 1993 1994 1993
<S> <C> <C> <C> <C>
(In thousands)
Net Sales:
Fluid Handling $ 79,306 $ 53,647 $144,777 $101,340
Aerospace 48,785 26,167 67,523 55,037
Engineered Materials 53,868 42,934 102,568 81,878
Crane Controls 23,017 9,349 31,397 18,520
Merchandising Systems 39,861 45,996 76,599 91,853
Wholesale Distribution 185,941 162,235 340,744 306,372
Other 3,527 2,947 7,285 6,024
Intersegment Elimination (5,576) (5,582) (10,459) (11,018)
-------- -------- -------- --------
Total $428,729 $337,693 $760,434 $650,006
Operating Profit:
Fluid Handling $ 4,611 $ 3,139 $ 7,884 $ 3,946
Aerospace 7,435 8,817 10,978 17,055
Engineered Materials 6,909 3,776 12,423 6,179
Crane Controls 1,961 439 2,062 548
Merchandising Systems 6,463 7,112 10,999 14,892
Wholesale Distribution 4,445 5,041 5,851 7,321
Other 253 414 (101) 487
Corporate (3,133) (3,170) (6,242) (6,154)
Intersegment Elimination (20) 32 (103) 40
-------- -------- -------- --------
Total $ 28,924 $ 25,600 $ 43,751 $ 44,314
</TABLE>
-6-
<PAGE>
<TABLE>
3. The preliminary purchase cost allocations, including allocations to
segments, for the businesses acquired since October of 1993 are subject to
change when additional information concerning asset and liability valuation
is obtained.
4. Proforma financial information assuming the acquisitions of ELDEC and Mark
Controls Corporation had taken place as of the beginning of the six month
periods ended June 30, 1994 and June 30, 1993 is provided below:
<CAPTION>
Six Months Ended
6/30/94 6/30/93
<S> <C> <C>
(in thousands)
Net Sales $846,986 $762,913
Operating Profit 48,391 49,696
Net Income 23,210 25,341
Income Per Share .77 .84
</TABLE>
<TABLE>
<CAPTION>
5. Supplemental schedule on non-cash financing activities:
Crane Co. purchased all of the capital stock of ELDEC
Corporation in March 1994 for $77,300 and Mark Controls
Corporation in April 1994 for $96,900. The fair value
of assets and liabilities at the date of acquisition
are presented as follows.
Mark
ELDEC Controls
<S> <C> <C>
(in thousands)
Fair value of assets acquired $138,951 $170,288
Cash paid for capital stock (77,300) (96,900)
-------- --------
Assumption of liabilities $ 61,651 $ 73,388
======== ========
-7-
<PAGE>
<PAGE>
Part I - Financial Information (Cont'd)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three and Six Months Ended June 30, 1994 and 1993
<CAPTION>
Results From Operations:
Second Quarter of 1994 Compared to Second Quarter of 1993:
The company reported net income for the second quarter ended
June 30, 1994 of $15.7 million or 52 cents per share, equal to
last year's second quarter.
Sales for the second quarter increased 27 percent to $428.7
million and operating profit increased 13 percent to $28.9
million.
Fluid Handling sales increased 48 percent in the second quarter
of 1994 to $79.3 million. Operating profit for the period of
$4.6 million was $1.5 million or 47 percent higher than 1993.
The improved sales and operating profit performance was
primarily due to the Burks Pumps acquisition at the end of 1993
and the valve businesses acquired with Mark Controls at the end
of April 1994. Integration of the existing Crane Valve
businesses with those acquired from Mark Controls has begun, as
has the integration of Burks Pumps and Deming Pumps into the new
Crane Pumps and Systems business unit. Initial reactions to
Chempump's new self-diagnostic canned motor pump are favorable,
and Cochrane's international business continues to grow, but
together these businesses did not have a significant effect on
the quarterly or six-month segment comparisons.
Aerospace had sales of $48.8 million for the second quarter of
1994, 86 percent above last year's second quarter. Operating
profit for the period totaled $7.4 million, 16 percent below
last year's second quarter. The sales increases were due to the
inclusion of the ELDEC acquisition in mid-March 1994. ELDEC made
a significant contribution to operating profit in the second
quarter but it only partially offset the lower results at Hydro-
Aire and Lear Romec. The lower results at these two Business
units was due to the continued weakness in their original
equipment, spares, and repair and overhaul markets.
Engineered Materials reported second quarter earnings of $6.9
million and a 25 percent increase in sales, compared to earnings
of $3.8 million last year. Profitability improved to 12.8
percent of sales compared to 8.8 percent last year. These
improvements were due to the Filon acquisition, continued
strength in the recreational vehicle and transportation markets
and improvement in the Crane Plumbing business in Canada.
-8-
<PAGE>
<PAGE>
Part I - Financial Information (Cont'd)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three and Six Months Ended June 30, 1994 and 1993
<CAPTION>
Results From Operations:
Second Quarter of 1994 Compared to Second Quarter of 1993:
Crane Controls had sales of $23.0 million for the second quarter
of 1994, significantly above 1993, due entirely to the
acquisition of Mark Controls. Operating profit increased by $1.5
million in the second quarter compared to last year's second
quarter.
Merchandising Systems reported operating profit for the second
quarter of 1994 of $6.5 million, 9 percent below last year's
second quarter on sales of $39.9 million , 13 percent below last
year.This was due to the large post office contract in 1993, a
weak European market at National Vendors, and the effect of
continued weakness in National Rejectors European coin
validation markets. Second quarter operating profit was
favorably improved by $1.5 million resulting from a judicial
ruling partially reversing an unfavorable legal verdict in the
fourth quarter of 1993.
Wholesale Distribution had sales of $185.9 million during the
second quarter, 15 percent above last year's second quarter.
Operating profit for the second quarter decreased by $.6 million
or 12 percent. Sales were higher due primarily to increased
demand in the housing market served by Huttig. Earnings were
hurt by lower commodity millwork prices and margins, raw
materials pricing problems in the sawmill operation and
manufacturing problems in the window assembly operation. In May
the company purchased the assets and business of American
Moulding and Millwork's manufacturing plant in Prineville,
Oregon for approximately $11 million, plus working capital. This
plant has been a source of millwork for Huttig, and should
increase its production for Huttig's operations.
Miscellaneous income increased $.2 million from last year due
principally to gains on sale of property.
Interest expense increased $2.9 million due to the debt financed
acquisitions, partially offset by interest on a refund of taxes
paid in prior periods. During the second quarter Crane completed
the public sale of $150 million of unsecured senior notes due
in 1999, priced to yield 7.30 percent.
The effective tax rate increased to 37.7% compared to 35.9% in
1993. The increase was due to an increase in non tax deductible
goodwill on acquisitions and higher foreign losses with no tax
benefit. In the second quarter of 1994 a tax refund of $1
million was received for the years 1976 thru 1985. This compares
to a refund of $730,000 in the second quarter of 1993.
-9-
<PAGE>
<PAGE>
Part I - Financial Information (Cont'd)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three and Six Months Ended June 30, 1994 and 1993
<CAPTION>
Results From Operations:
Six Months Ended June 30, 1994 Compared to Six Months Ended June 30, 1993:
Sales for the first half were $760 million, or $110 million
higher than the 1993 level. Operating profit decreased 1
percent to $43.8 million. Net income for the first six months
was $23.1 million or 77 cents per share compared to $26.5
million or 88 cents per share in 1993.
Fluid Handling had sales of $144.8 million compared to $101.3
million last year, an increase of 43 percent. Operating profit
of $7.9 million was double the prior year period. Acquisitions
accounted for most of the sales and operating profit
increases.
Aerospace sales totalled $67.5 million, a 23 percent increase
from 1993. The increase in sales was due to the ELDEC
acquisition in mid-March 1994 while Hydro-Aire and Lear Romec
had lower sales compared to the prior year. Operating profit
was down 36 percent to $11 million in the first half. The
lower operating profit at Hydro-Aire and Lear Romec was
partially offset by the inclusion of ELDEC in the 1994
operations.
Engineered Materials operating profit more than doubled in the
first half of 1994 to $12.4 million from $ 6.2 million in 1993
on sales of $102.6 million an increase of 25 percent. The
improved performance was due mainly to the Filon acquisition,
a strong transportation and recreational vehicle market and
improvement at Crane Plumbing.
Crane Controls had operating profit of $2.1 million on sales
of $31.4 million during the six month period. Operating margin
increased to 6.6 percent from 3 percent in 1993 and due mainly
to the acquisition of Mark Controls.
Merchandising Systems had sales of $76.6 million in the first
half, 17 percent lower than 1993. Operating profit of $11
million decreased $3.9 million from the prior year's first
half. The decrease in operating profit was due to a lack of a
post office contract in 1994 at National Vendors compared to
1993 and lower European shipments of both vending machines and
coin validators partially offset by the $1.5 million reduction
in a litigation settlement.
Wholesale Distribution sales totalled $340.7 million during
the six-month period, an increase of 11 percent or $34.4
million from last year's first half. Operating profit
decreased $1.5 million to $5.9 million due to lower commodity
millwork prices and margins and lower earnings at Huttig's
manufacturing operations.
-10-
<PAGE>
<PAGE>
Part I - Financial Information (Cont'd)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three and Six Months Ended June 30, 1994 and 1993
Miscellaneous income increased $.4 million from last year due
to foreign exchange gains and an increase on the gain of
capital assets in 1994.
Interest expense increased $3.7 million in the first half of
1994 due to increased bank borrowings and the sale of $150
million of unsecured senior notes due in 1999, priced to yield
7.30 percent partially offset by interest on a refund of taxes
paid in prior periods.
The effective tax rate of 38.6% increased in 1994 from 36.2%
during 1993. This increase was the result of an increase in
non tax deductible goodwill on acquisitions and higher foreign
losses with no tax benefit.
Liquidity and Capital Resources:
During the first half of 1994 the company generated $24.1
million of cash from operating activities, compared to $20.7
million for the same period of 1993. Net debt totalled 59
percent of capital at June 30, 1994. The current ratio
decreased to 1.8 from 2.0 with working capital totaling $233
million and $210 million in 1994 and 1993, respectively.
Interest coverage as a result of recent acquisitions declined
to 5.0, compared to 8.4 at June 30, 1993. The company had
unused credit lines of $303 million at June 30, 1994.
During July Modulinc, the fiber optic channel product line of
ELDEC, was sold for approximately $2.6 million plus royalties
based on future product sales.
-11-
<PAGE>
<PAGE>
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
11. Computation of earnings per share for the quarters
and six months ended June 30, 1994 and 1993.
25. Statement of Eligibility of Trustee.
-12-
<PAGE>
<PAGE>
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.
CRANE CO.
REGISTRANT
Date August 12, 1994 By D.S. SMITH
D.S. SMITH
Vice President-Finance
and Chief Financial Officer
Date August 12, 1994 By M.L. RAITHEL
M.L. RAITHEL
Controller
-13-
<PAGE>
<PAGE>
</TABLE>
<TABLE>
Crane Co. and Subsidiaries
Exhibit A to Form 10-Q
Computation of Net Income per Common Share
Three Months and Six Months ended June 30, 1994 and 1993
(In Thousands except per share amounts)
<CAPTION>
Periods Ended June 30,
Three Months Six Months
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Primary Net Income Per Share:
Net income available
to shareholders $15,666 $15,726 $23,075 $26,492
Average primary shares outstanding 30,120 30,233 30,085 30,209
Net income $ .52 $ .52 $ .77 $ .88
Fully Diluted - Income Per Share:
Net income $15,666 $15,726 $23,075 $26,492
Add back interest, net of tax,
assuming the conversion of
debentures 6 7 12 14
------- ------- ------- -------
Net income available to
shareholders, assuming the
conversion of debentures $15,672 $15,733 $23,087 $26,506
======= ======= ======= =======
Average primary shares outstanding 30,120 30,233 30,085 30,209
Add:
Adjustment for further dilutive
effect of stock options (ending
market price higher than average
market price used in primary
shares calculation) 3 8 3 8
Shares reserved for conversion
of debentures 164 188 168 197
------- ------ ------ ------
Average fully diluted shares
outstanding 30,287 30,429 30,256 30,414
Net income $ .52 $ .52 $ .76 $ .87
</TABLE>
-14-
<PAGE>
<PAGE>
CONFORMED COPY
Exhibit - Statement of Eligibility of Trustee
========================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S.employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
CRANE CO.
(Exact name of obligor as specified in its charter)
Delaware 13-1952290
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
100 First Stamford Place
Stamford, Connecticut 06902
(Address of principal executive offices) (Zip code)
______________________
Debt Securities
(Title of the indenture securities)
-15-
======================================================================
<PAGE>
1. General information. Furnish the following information as
to the Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
- - ----------------------------------------------------------------------
Name Address
- - ----------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New
York New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza,
New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C.
20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an exhibit
hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of
1939 (the "Act") and Rule 24 of the Commission's Rules of
Practice.
1. A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration
Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to
Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4
to Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-16-
<PAGE>
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment
by the Trustee of all facts on which to base a responsive answer
to Item 2, the answer to said Item is based on incomplete
information.
Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.
SIGNATURE
-17-
<PAGE>
<PAGE>
Pursuant to the requirements of the Act, the Trustee, The
Bank of New York, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State
of New York, on the 13th day of June, 1994.
THE BANK OF NEW YORK
By: /S/ ROBERT F. MCINTYRE
Name: ROBERT F. MCINTYRE
Title: ASSISTANT VICE PRESIDENT
-18-
<PAGE>
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic
Subsidiaries,a member of the Federal Reserve System, at the close of
business March 31, 1994, published in accordance with a call made by
the Federal Reserve Bank of this District pursuant to the provisions
of the Federal Reserve Act.
<TABLE>
<CAPTION> Dollar amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 2,984,207
Interest-bearing balances .......... 652,882
Securities:
Held-to-maturity securities ........ 1,554,924
Available-for-sale securities ...... 2,323,498
Federal funds sold in domestic
offices of the bank ................ 861,621
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................25,419,340
LESS: Allowance for loan and
lease losses ..............736,749
LESS: Allocated transfer risk
reserve .....................29,510
Loans and leases, net of unearned
income, allowance, and reserve 24,653,081
Assets held in trading accounts ...... 2,269,729
Premises and fixed assets (including
capitalized leases) ................ 649,048
Other real estate owned .............. 63,724
Investments in unconsolidated
subsidiaries and associated
companies .......................... 166,985
Customers' liability to this bank on
acceptances outstanding ............ 1,068,405
Intangible assets .................... 83,775
Other assets ......................... 1,519,064
Total assets ......................... $38,850,943
-19-
<PAGE>
LIABILITIES
Deposits:
In domestic offices ................ $19,552,324
Noninterest-bearing .......7,628,562
Interest-bearing .........11,923,762
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 9,092,181
Noninterest-bearing ..........58,771
Interest-bearing ..........9,033,410
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 1,459,117
Securities sold under agreements
to repurchase .................... 95,459
Demand notes issued to the U.S.
Treasury ........................... 289,163
Trading liabilities .................. 968,864
Other borrowed money:
With original maturity of one year
or less .......................... 896,720
With original maturity of more than
one year ......................... 33,969
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,069,639
Subordinated notes and debentures .... 1,064,780
Other liabilities .................... 1,368,384
Total liabilities .................... 35,890,600
EQUITY CAPITAL
Perpetual preferred stock and related
surplus ........................... 75,000
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,429,219
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 6,246)
Cumulative foreign currency transla-
tion adjustments .................. ( 5,580)
Total equity capital ................ 2,960,343
Total liabilities, limited-life pre-
ferred stock, and equity capital .. $38,850,943
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller
of the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
Robert E. Keilman
-20-
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to
the best of our knowledge and belief has been prepared in conformance
with the instructions issued by the Board of Governors of the Federal
Reserve System and is true and correct.
+
Alan R. Griffith |
Thomas A. Renyi | Directors
J. Carter Bacot |
+
-21-
<PAGE>
