<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 0-11053
Commonwealth Telephone Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2093008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 CTE Drive, Dallas, Pennsylvania 18612-9774
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 717-674-2700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
Class B Common Stock, par value $1.00 per share
(Title of Class)
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.
X Yes No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
Number of shares of the Registrant's Stock ($1.00 par value) outstanding at
February 28, 1998
15,680,368 Common Stock
2,653,791 Class B Common Stock
Aggregate market value of Registrant's voting stock held by non-affiliates at
February 28, 1998 computed by reference to closing price as reported by NASDAQ
for Common Stock ($28.00 per share) and to the bid price as reported for Class B
Common Stock ($27.25 per share), is as follows:
$228,009,376 Common Stock
$ 35,715,076 Class B Common Stock
Documents Incorporated by Reference
1. Proxy Statement for 1998 Annual Meeting of Shareholders is incorporated by
reference into Part I and Part III of this Form 10-K or any Amendment to
this Form 10-K.
1
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Report on Form 8-K
Item 14. (a)(1) Financial Statements
Consolidated Statements of Operations for Years Ended December 31, 1997,
1996 and 1995
Consolidated Statements of Cash Flows for Years Ended December 31, 1997,
1996 and 1995
Consolidated Balance Sheets - December 31, 1997 and 1996
Consolidated Statements of Changes in Common Shareholders' Equity for Years
Ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
Reports of Independent Accountants
Item 14. (a)(2) Financial Statement Schedules
Description
Condensed Financial Information of Registrant for the Years Ended December
31, 1997, 1996 and 1995 (Schedule I)
Valuation and Qualifying Accounts and Reserves for the Years Ended December
31, 1997, 1996 and 1995 (Schedule II)
All other financial statement schedules not listed have been omitted since
the required information is included in the consolidated financial statements or
the notes thereto, or are not applicable or required.
Item 14. (a)(3) Exhibits
Exhibits marked with an asterisk are filed herewith and are listed in the
index to exhibits of this Form 10-K. The remainder of the exhibits have been
filed with the Commission and are incorporated herein by reference.
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession
(a) Distribution agreement among C-TEC Corporation, RCN Corporation and
Cable Michigan, Inc. is incorporated herein by reference to Exhibit 2.1
to Amendment No. 2 to Form 10/A of RCN Corporation dated September 15,
1997 (Commission File No. 0-22825).
*(b) Articles of Merger between C-TEC Corporation and Commonwealth
Communications, Inc. dated September 29, 1997.
15
<PAGE>
(3) Articles of Incorporation and By-laws
(a) Articles of Incorporation of Registrant as amended and restated
April 24, 1986 and as further amended on November 25, 1991 are
incorporated by reference to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994,
(Commission File No. 0-11053).
(b) Amendment to Articles of Incorporation dated September 21, 1995
are incorporated herein by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1995, Commission File No. 0-11053).
*(c) Amendment of Articles of Incorporation dated October 1, 1997.
*(d) Amendment of Articles of Incorporation dated October 8, 1997.
(e) By-laws of Registrant, as amended through October 28, 1993 are
incorporated herein by reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993,
(Commission File No. 0-11053).
(f) Amendments to By-laws of Registrant (Article I, Section I and
Article II, Section 4) dated as of December 13, 1994 are
incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1994, (Commission File No.
0-11053).
(4) Instruments Defining the Rights of Security Holders,
Including Indentures
(a) Loan Agreement dated as of March 29, 1994, made by and between
Commonwealth Telephone Company and the National Bank for
Cooperatives is incorporated herein by reference to the Company's
report on Form 10-Q for the quarter ended March 31, 1994,
(Commission File No. 0-11053).
*(b) Credit Agreement dated as of June 30, 1997 by and among C-TEC
corporation, the Lenders and First Union National Bank, as
administrative agent for the Lenders.
(10) Material Contracts
(a) C-TEC Corporation, 1994 Stock Option Plan is incorporated herein
by reference to the Company's report on Form 10-Q for the quarter
ended March 31, 1994, (Commission File No. 0-11053).
(b) C-TEC Corporation, Common-Wealth Builder Employee Savings Plan is
incorporated herein by reference to Exhibit 28(b) to Form S-8
Registration Statements (as amended) of Registrant filed with the
Commission, Registration No. 2-98306 and 33-13066.
(c) Performance Incentive Compensation Plan is incorporated herein by
reference to Exhibit 10(g) to the Company's Annual Report on Form
10-K for the year ended December 31, 1986, (Commission File No.
0-11053).
(d) C-TEC Corporation 1994 Stock Option Plan, as amended, is
incorporated herein by reference to Form S-8 Registration
Statement of Registrant filed with the Commission, Registration
No. 33-64563.
(e) C-TEC Corporation Executive Stock Purchase Plan is incorporated
herein by reference to Form S-8 Registration of Registrant filed
with the Commission, Registration No. 33-64677.
(f) Merger Agreement dated September 23, 1994 among C-TEC Cable
Systems, Inc., C-TEC Cable Systems of Pennsylvania, Twin County
Trans Video, Inc., Bark Lee Yee, Stella C. Yee, Susan C. Yee,
Raymond C. Yee, Kenneth C. Yee and Robert G. Tallman as trustee
for that certain trust created pursuant to a trust agreement dated
December 17, 1992 is incorporated herein by reference to Exhibit
10 to the Company's report on Form
16
<PAGE>
8-K dated November 10, 1994, (Commission File No. 0-11053).
(g) Amendment Agreement dated as of March 30, 1995 and Second
Amendment Agreement dated as of May 15, 1995 to Merger Agreement
dated September 23, 1994 among C-TEC Cable Systems, Inc., C-TEC
Cable Systems of Pennsylvania, Inc., Twin County Trans Video,
Inc., Bark Lee Yee, Stella C. Yee, Susan C. Yee, Raymond C. Yee,
Kenneth C. Yee and Robert G. Tallman as trustee for that certain
trust created pursuant to a trust agreement dated December 17,
1992 is incorporated herein by reference to the Company's report
on Form 8-K dated June 1, 1995, (Commission File No. 0-11053).
(h) Stock Purchase Agreement dated as of March 27, 1996 between RCN
Corporation and C-TEC Corporation is incorporated herein by
reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (Commission File No. 0-11053).
(i) Exchange Agreement among RCN Corporation, RCN Holdings, Inc. and
C-TEC Corporation dated as of December 28, 1995 and Side Letter
dated as of December 28, 1995 is incorporated herein by reference
to the Company's Annual Report on Form 10-K for the year December
31, 1995 (Commission File No. 0-11053).
(j) Tax sharing agreement among C-TEC Corporation, RCN Corporation and
Cable Michigan, Inc. is incorporated herein by reference to
Exhibit 10.1 to Amendment No. 2 to Form 10/A of RCN Corporation
dated September 5, 1997 (Commission File No. 0-22825).
(k) Assumption Agreement dated September 30, 1997 by and among
Registrant, Cable Michigan, Inc. and First Union Bank is
incorporated herein by reference to Exhibit 99 to the Company's
report on Form 10-Q for the quarter ended September 30, 1997
(Commission File No. 0-11053).
*(21) Subsidiaries of the Registrant
Subsidiaries of Registrant as of December 31, 1997.
*(23) Consent of Independent Accountants
*(24) Powers of Attorney
*(27-27.8) Financial Data Schedules
(99) Additional Exhibits
(a) Undertakings to be incorporated by reference into Form S-8
Registration Statement Nos. 2--98305, 33--5723, 2--98306 and
33--13066 are incorporated herein by reference to Exhibit 28(a) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1987, (Commission File No. 0-11053).
(b) Report on Form 11-K with respect to the Common-Wealth Builder Plan
will be filed as an amendment to this report on Form 10-K.
Item 14 (b) Report on Form 8-K
During the fourth quarter of 1997, the Company filed a report on Form
8-K to announce the distribution on September 30, 1997, of 100% of the
outstanding shares of the Company's wholly-owned subsidiaries, RCN
Corporation and Cable Michigan, Inc., to holders of record of the
Company's Common Stock and Class B Common Stock as of the close of
business on September 19, 1997.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Commonwealth Telephone Enterprises,
Inc.
Date: July 14, 1998 By /s/ David C. McCourt
---------------------
David C. McCourt
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
PRINCIPAL EXECUTIVE AND ACCOUNTING OFFICERS:
/s/ DAVID C. MCCOURT Chairman and Chief Executive July 14, 1998
- -------------------- Officer
David C. McCourt
/s/ MICHAEL I. GOTTDENKER President and Chief Operating July 14, 1998
- ------------------------- Officer
Michael I. Gottdenker
/s/ BRUCE C. GODFREY Executive Vice President and July 14, 1998
- -------------------- Chief Financial Officer
Bruce C. Godfrey
/s/ RALPH S. HROMISIN Vice President and Chief July 14, 1998
- --------------------- Accounting Officer
Ralph S. Hromisin
18
<PAGE>
COMMONWEALTH TELEPHONE ENTERPRISES, INC
SELECTED FINANCIAL DATA
Thousands of Dollars Except Per Share Amounts
For the Years Ended December 31,
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Sales $196,596 $186,506 $174,191 $160,272 $161,046
Income from continuing operations 22,184 25,869 31,206 17,033 16,990
Income per average common share
from continuing operations 0.98 1.20 1.71 1.50 1.54
Dividends per share - - - - -
Total assets 373,667 627,653 639,132 572,277 360,760
Long-term debt, net of current maturities 167,347 101,356 110,366 119,376 228,049
Redeemable preferred stock 42,517 40,867 39,493 257 276
</TABLE>
1
<PAGE>
SCHEDULE I
Commonwealth Telephone Enterprises, Inc.
Condensed Financial Information of Registrant
Statement of Operations
<TABLE>
<CAPTION>
For the Years Ended December 31, 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(Thousands of dollars except
per share amounts)
Income:
Sales $6,897 $0 $0
Interest income-other 0 0 8
Other 53 61 0
--------------------------------------------------
Total income 6,950 61 8
--------------------------------------------------
Expenses:
Cost of goods sold 4,987 0 0
Interest expense on long term debt 1,642 0 0
Interest expense, net on notes payable to subsidiaries 46 0 0
General & administrative expenses 2,171 (258) 8
Depreciation and amortization 141 0 0
--------------------------------------------------
Total expenses 8,987 (258) 8
--------------------------------------------------
(Loss) income from continuing operations before income taxes,
equity in net income of subsidiaries (2,037) 319 0
(Benefit) provision for income taxes (1,301) 1,096 (10)
--------------------------------------------------
(Loss) income from continuing operations before equity
in net income of subsidiaries (736) (777) 10
Net income of subsidiaries 22,920 24,718 31,196
--------------------------------------------------
Income from continuing operations 22,184 23,941 31,206
Loss from discontinued operations (36,149) (13,556) (7,927)
--------------------------------------------------
Net (loss) income ($13,965) $10,385 $23,279
==================================================
Earnings (loss) per average common share:
Income from continuing operations $0.98 $1.09 $1.71
Discontinued operations ($1.97) ($0.74) ($0.43)
Net income available for common shareholders ($0.99) $0.35 $1.27
Average common shares outstanding 18,322,013 18,306,131 18,296,778
</TABLE>
Page 1
<PAGE>
SCHEDULE I
Commonwealth Telephone Enterprises, Inc.
Condensed Financial Information of Registrant
Balance Sheets
<TABLE>
<CAPTION>
December 31, 1997 1996
- --------------------------------------------------------------------------------------------------------------------
Assets
<S> <C> <C>
Current assets:
Cash $2,975 $0
Accounts receivable affiliates 4,050 0
Accounts receivable other 7,864 0
Prepayments and other 0 0
Materials and supply inventory 2,092 0
Deferred tax assets and other 1,094 0
Total current assets 18,075 0
Investment in subsidiaries (stated at equity) 154,736 426,435
Property plant and equipment, net of accumulated depreciation of $2,177 1,412 0
Deferred tax assets and other 4,829 0
--------------------------------
$179,052 $426,435
================================
<CAPTION>
Liabilities and Shareholders' Equity
<S> <C> <C>
Current liabilities:
Note payable to affiliates $6,290 $0
Accounts payable to subsidiaries 2,881 2,666
Accrued liabilities and other 10,945 3,125
--------------------------------
Total liabilities 20,116 5,791
--------------------------------
Redeemable preferred stock 42,517 40,867
--------------------------------
Long term debt 76,000 0
--------------------------------
Deferred income taxes and other deferred credits 3,488 0
Shareholders' equity
Common stock, par value $1, authorized
85,000,000 shares, issued 15,887,047 shares in 1997 and
13,315,567 shares in 1996 15,887 13,315
Class B stock, par value $1, authorized
15,000,000 shares, issued 6,489,764 shares in 1997 and
7,706,842 shares in 1996 6,490 7,707
--------------------------------
Total common stock 22,377 21,022
Additional paid in capital 151,041 369,317
Retained earnings 3,750 129,536
--------------------------------
Total 177,168 519,875
Treasury stock at cost, 4,048,218 shares in 1997 and
4,059,446 shares in 1996 (139,237) (140,098)
--------------------------------
Total shareholders' equity 37,931 379,777
--------------------------------
Total liabilities and shareholders' equity $179,052 $426,435
================================
</TABLE>
Page 1
<PAGE>
SCHEDULE I
Commonwealth Telephone Enterprises, Inc.
Condensed Financial Information of Registrant
Statement of Cash Flow
<TABLE>
<CAPTION>
For the Years Ended December 31, 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income ($13,965) $10,385 $23,279
Depreciation and amortization 141 0 0
Deferred income taxes and investment tax credits, net (185) 0 0
Net decrease (increase) in certain assets and liabilities (6,100) 883 (6,152)
Equity in income of subsidiaries (13,229) (11,162) (23,270)
Other (2,122) 37 0
---------------------------------------
Net cash flow (used in) provided by operating activities (35,460) 143 (6,143)
---------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (60) 0 0
Dividends from subsidiaries 19,526 15,000 10,000
Capital contributions to subsidiaries (61,761) (13,208) (3,805)
Purchase of short term investments 2,700 0 0
Other (1,493) 0 0
---------------------------------------
Net cash (used in) provided by investing activities (41,088) 1,792 6,195
---------------------------------------
Cash flows from financing activities:
Redemption of long term debt (8,000) 0 0
Issuance of long term debt 83,000 0 0
Proceeds from the issuance of common stock 183 665 (52)
Preferred dividends (1,950) (2,600) 0
Increase in notes payable to affiliates 6,321 0 0
Decrease in notes receivable from affiliates (31) 0 0
---------------------------------------
Net cash (used in) provided by financing activities 79,523 (1,935) (52)
---------------------------------------
Increase in cash and temporary cash investments 2,975 0 0
---------------------------------------
Cash and temporary cash investments at beginning of year 0 0 0
---------------------------------------
Cash and temporary cash investments at end of year $2,975 $0 $0
---------------------------------------
Components of net (increase) decrease in certain assets and liabilities:
Accounts receivable ($11,914) $0 $0
Materials and supply inventory (2,092) 0 0
Accounts payable 1,145 (2,388) (3,049)
Prepayments (127) 168 (168)
Accrued expenses 6,888 3,103 (2,935)
---------------------------------------
Net (increase) decrease in certain assets and liabilities ($6,100) $883 ($6,152)
=======================================
</TABLE>
Page 1
<PAGE>
SCHEDULE II
COMMONWEALTH TELEPHONE ENTERPRISES, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
--------------------------------
ADDITIONS
--------------------------------
BALANCE AT CHARGED CHARGED BALANCE AT
BEGINNING OF TO COSTS TO OTHER END OF
DESCRIPTION PERIOD AND EXPENSE ACCOUNTS DEDUCTIONS PERIOD
- ----------- ------ ----------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS-
DEDUCTED FROM ACCOUNTS RECEIVABLE
IN THE CONSOLIDATED BALANCE SHEETS.
1997 $791 $776 ($123) $346 $1,098
1996 $890 $1,804 ($529) $1,174 $791
1995 $222 $1,041 ($48) $525 $690
ALLOWANCE FOR INVENTORY-
DEDUCTED FROM MATERIAL AND SUPPLY
INVENTORY IN THE CONSOLIDATED
BALANCE SHEETS.
1997 $227 $394 ($62) $213 $346
1996 $237 $297 ($97) $210 $227
1995 $236 $258 $283 $540 $237
ALLOWANCE FOR DEFERRED TAX ASSETS-
DEDUCTED FROM DEFERRED TAX ASSETS
IN THE CONSOLIDATED BALANCE SHEETS.
1997 $747 $758 $259 $203 $1,561
1996 $663 $289 $ -- $205 $747
1995 $4,116 $342 $159 $3,954 $663
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 7,866
<SECURITIES> 0
<RECEIVABLES> 35,796<F1>
<ALLOWANCES> 691
<INVENTORY> 5,162
<CURRENT-ASSETS> 52,870
<PP&E> 425,385
<DEPRECIATION> 188,348
<TOTAL-ASSETS> 639,132
<CURRENT-LIABILITIES> 46,041
<BONDS> 110,366
39,493
0
<COMMON> 21,022
<OTHER-SE> 351,619
<TOTAL-LIABILITY-AND-EQUITY> 639,132
<SALES> 0
<TOTAL-REVENUES> 174,191
<CGS> 0
<TOTAL-COSTS> 83,025<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,251
<INTEREST-EXPENSE> 9,621
<INCOME-PRETAX> 43,555
<INCOME-TAX> 13,542
<INCOME-CONTINUING> 31,206
<DISCONTINUED> (7,927)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,279
<EPS-PRIMARY> 1.27<F2>
<EPS-DILUTED> 1.23<F2>
<FN>
<F1>Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2>EPS has been restated to give effect to a two for three reverse stock split
effective October 9, 1997 and for the adoption of Statement of Financial
Accounting Standards No. 128-"Earnings per Share".
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 12,586
<SECURITIES> 0
<RECEIVABLES> 32,704<F1>
<ALLOWANCES> 231
<INVENTORY> 6,340
<CURRENT-ASSETS> 58,084
<PP&E> 427,811
<DEPRECIATION> 191,443
<TOTAL-ASSETS> 614,322
<CURRENT-LIABILITIES> 46,767
<BONDS> 108,114
39,630
0
<COMMON> 18,550
<OTHER-SE> 355,636
<TOTAL-LIABILITY-AND-EQUITY> 614,322
<SALES> 0
<TOTAL-REVENUES> 46,464
<CGS> 0
<TOTAL-COSTS> 22,008<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 319
<INTEREST-EXPENSE> 2,261
<INCOME-PRETAX> 13,718
<INCOME-TAX> 5,189
<INCOME-CONTINUING> 8,617
<DISCONTINUED> (4,998)
<EXTRAORDINARY> (1,928)
<CHANGES> 0
<NET-INCOME> 1,691
<EPS-PRIMARY> .08<F2>
<EPS-DILUTED> .08<F2>
<FN>
<F1>Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2>EPS has been restated to give effect to a two for three reverse stock split
effective October 9, 1997 and for the adoption of Statement of Financial
Accounting Standards No. 128-"Earnings per Share".
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 12,306
<SECURITIES> 0
<RECEIVABLES> 37,173<F1>
<ALLOWANCES> 251
<INVENTORY> 4,735
<CURRENT-ASSETS> 60,878
<PP&E> 433,259
<DEPRECIATION> 196,818
<TOTAL-ASSETS> 642,211
<CURRENT-LIABILITIES> 47,518
<BONDS> 105,862
40,043
0
<COMMON> 21,023
<OTHER-SE> 357,388
<TOTAL-LIABILITY-AND-EQUITY> 642,211
<SALES> 0
<TOTAL-REVENUES> 93,424
<CGS> 0
<TOTAL-COSTS> 45,421<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 633
<INTEREST-EXPENSE> 4,479
<INCOME-PRETAX> 26,277
<INCOME-TAX> 10,865
<INCOME-CONTINUING> 16,587
<DISCONTINUED> (7,943)
<EXTRAORDINARY> (1,928)
<CHANGES> 0
<NET-INCOME> 6,716
<EPS-PRIMARY> .30<F2>
<EPS-DILUTED> .30<F2>
<FN>
<F1>Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2>EPS has been restated to give effect to a two for three reverse stock split
effective October 9, 1997 and for the adoption of Statement of Financial
Accounting Standards No. 128-"Earnings per Share".
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 19,327
<SECURITIES> 0
<RECEIVABLES> 31,844<F1>
<ALLOWANCES> 320
<INVENTORY> 4,675
<CURRENT-ASSETS> 66,912
<PP&E> 437,587
<DEPRECIATION> 196,719
<TOTAL-ASSETS> 620,312
<CURRENT-LIABILITIES> 48,954
<BONDS> 103,609
40,455
0
<COMMON> 21,023
<OTHER-SE> 360,435
<TOTAL-LIABILITY-AND-EQUITY> 620,312
<SALES> 0
<TOTAL-REVENUES> 139,489
<CGS> 0
<TOTAL-COSTS> 68,326<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,133
<INTEREST-EXPENSE> 7,411
<INCOME-PRETAX> 34,881
<INCOME-TAX> 14,193
<INCOME-CONTINUING> 21,802
<DISCONTINUED> (9,428)
<EXTRAORDINARY> (1,928)
<CHANGES> 0
<NET-INCOME> 10,446
<EPS-PRIMARY> 0.45<F2>
<EPS-DILUTED> 0.44<F2>
<FN>
<F1>Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2>EPS has been restated to give effect to a two for three reverse stock split
effective October 9, 1997 and for the adoption of Statement of Financial
Accounting Standards No. 128-"Earnings per Share".
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 11,004
<SECURITIES> 0
<RECEIVABLES> 29,048<F1>
<ALLOWANCES> 791
<INVENTORY> 5,410
<CURRENT-ASSETS> 50,062
<PP&E> 450,480
<DEPRECIATION> 201,528
<TOTAL-ASSETS> 627,653
<CURRENT-LIABILITIES> 58,735
<BONDS> 101,356
40,867
0
<COMMON> 21,022
<OTHER-SE> 358,754
<TOTAL-LIABILITY-AND-EQUITY> 627,653
<SALES> 0
<TOTAL-REVENUES> 186,506
<CGS> 0
<TOTAL-COSTS> 90,687<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,542
<INTEREST-EXPENSE> 9,577
<INCOME-PRETAX> 44,286
<INCOME-TAX> 19,960
<INCOME-CONTINUING> 25,869
<DISCONTINUED> (13,556)
<EXTRAORDINARY> (1,928)
<CHANGES> 0
<NET-INCOME> 10,385
<EPS-PRIMARY> 0.35<F2>
<EPS-DILUTED> 0.35<F2>
<FN>
<F1>Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2>EPS has been restated to give effect to a two for three reverse stock split
effective October 9, 1997 and for the adoption of Statement of Financial
Accounting Standards No. 128-"Earnings per Share".
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 12,531
<SECURITIES> 0
<RECEIVABLES> 34,886<F1>
<ALLOWANCES> 803
<INVENTORY> 6,273
<CURRENT-ASSETS> 61,047
<PP&E> 465,744
<DEPRECIATION> 207,986
<TOTAL-ASSETS> 619,534
<CURRENT-LIABILITIES> 58,489
<BONDS> 99,105
41,280
0
<COMMON> 21,023
<OTHER-SE> 351,491
<TOTAL-LIABILITY-AND-EQUITY> 619,534
<SALES> 0
<TOTAL-REVENUES> 46,413
<CGS> 0
<TOTAL-COSTS> 21,761<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 487
<INTEREST-EXPENSE> 2,079
<INCOME-PRETAX> 10,843
<INCOME-TAX> 4,405
<INCOME-CONTINUING> 6,546
<DISCONTINUED> (12,885)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,339)
<EPS-PRIMARY> (0.40)<F2>
<EPS-DILUTED> (0.40)<F2>
<FN>
<F1>Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2>EPS has been restated to give effect to a two for three reverse stock split
effective October 9, 1997 and for the adoption of Statement of Financial
Accounting Standards No. 128-"Earnings per Share".
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 13,776
<SECURITIES> 0
<RECEIVABLES> 33,235<F1>
<ALLOWANCES> 942
<INVENTORY> 5,421
<CURRENT-ASSETS> 59,626
<PP&E> 483,620
<DEPRECIATION> 213,542
<TOTAL-ASSETS> 604,813
<CURRENT-LIABILITIES> 59,405
<BONDS> 96,853
41,692
0
<COMMON> 21,025
<OTHER-SE> 337,584
<TOTAL-LIABILITY-AND-EQUITY> 604,813
<SALES> 0
<TOTAL-REVENUES> 94,966
<CGS> 0
<TOTAL-COSTS> 45,348<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 999
<INTEREST-EXPENSE> 4,133
<INCOME-PRETAX> 21,081
<INCOME-TAX> 9,231
<INCOME-CONTINUING> 13,071
<DISCONTINUED> (32,369)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19,298)
<EPS-PRIMARY> (1.17)<F2>
<EPS-DILUTED> (1.16)<F2>
<FN>
<F1>Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2>EPS has been restated to give effect to a two for three reverse stock split
effective October 9, 1997 and for the adoption of Statement of Financial
Accounting Standards No. 128-"Earnings per Share".
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 18,375
<SECURITIES> 0
<RECEIVABLES> 37,317<F1>
<ALLOWANCES> 1,029
<INVENTORY> 6,139
<CURRENT-ASSETS> 81,017
<PP&E> 495,427
<DEPRECIATION> 218,817
<TOTAL-ASSETS> 372,319
<CURRENT-LIABILITIES> 76,008
<BONDS> 169,600
42,104
0
<COMMON> 21,026
<OTHER-SE> 13,202
<TOTAL-LIABILITY-AND-EQUITY> 372,319
<SALES> 0
<TOTAL-REVENUES> 145,325
<CGS> 0
<TOTAL-COSTS> 70,094<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,541
<INTEREST-EXPENSE> 6,656
<INCOME-PRETAX> 29,369
<INCOME-TAX> 12,696
<INCOME-CONTINUING> 18,032
<DISCONTINUED> (36,159)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,127)
<EPS-PRIMARY> (1.16)<F2>
<EPS-DILUTED> (1.15)<F2>
<FN>
<F1> Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2> EPS has been restated to give effect to a two for three reverse stock
split effective October 9, 1997 and for the adoption of Statement of
Financial Accounting Standards No. 128 - "Earnings per Share".
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 14,017
<SECURITIES> 0
<RECEIVABLES> 35,937<F1>
<ALLOWANCES> 1,098
<INVENTORY> 8,000
<CURRENT-ASSETS> 71,440
<PP&E> 511,007
<DEPRECIATION> 223,051
<TOTAL-ASSETS> 373,667
<CURRENT-LIABILITIES> 75,458
<BONDS> 167,347
42,517
0
<COMMON> 22,377
<OTHER-SE> 15,554
<TOTAL-LIABILITY-AND-EQUITY> 373,667
<SALES> 0
<TOTAL-REVENUES> 196,596
<CGS> 0
<TOTAL-COSTS> 96,751<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,292
<INTEREST-EXPENSE> 9,933
<INCOME-PRETAX> 35,991
<INCOME-TAX> 15,460
<INCOME-CONTINUING> 22,184
<DISCONTINUED> (36,149)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,965)
<EPS-PRIMARY> (0.99)<F2>
<EPS-DILUTED> (0.97)<F2>
<FN>
<F1> Receivables and total costs have been restated to conform with the December
1997 reporting format.
<F2> EPS has been restated to give effect to a two for three reverse stock
split effective October 9, 1997 and for the adoption of Statement of
Financial Accounting Standards No. 128 - "Earnings per Share".
</FN>
</TABLE>
