File No. 69-418
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2 (Amended)
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE
PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
ENERGY CORPORATION OF AMERICA
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale generator
("EWG") or foreign utility company in which claimant directly or indirectly
holds an interest.
Claimant:
- ---------
Energy Corporation of America
4643 South Ulster Street, Suite 1100
Denver, Colorado 80237
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<PAGE>
The Claimant is a privately held West Virginia corporation engaged in
operating a natural gas distribution system in the Mid-Atlantic area and oil and
gas operations in the Rocky Mountain and Appalachian Basins. The Claimant also
is engaged in the exploration of oil and natural gas in other parts of the
United States and New Zealand. The common stockholders of Claimant are as
follows: John Mork and Julie Mork (as joint tenants with right of survivorship),
Julie Mork, F. H. McCullough, III and Kathy L. McCullough (as joint tenants with
right of survivorship), J. Michael Forbes (Trustee for Alison P. Mork), J.
Michael Forbes (Trustee for Kyle M. Mork), A. C. Nielsen, Jr., L. B. Curtis and
Rose A. Curtis (Co-Trustees of the Curtis Family Revocable Trust), K. W. Brill,
Joseph E. Casabona, Thomas R. Goodwin, H. Laban White, Richard E. Heffelfinger,
J. Michael Forbes, Donald C. Supcoe, Pamela Gates, J. J. Dorgan, ECA Foundation,
Peter H. Coors, Gaston Caperton, David L. Curtis, Jennifer Swanson, Leslie
McCullough Trust, Meredith McCullough Trust, Kristin McCullough Trust and
Katherine F. McCullough Trust. The Claimant also has nonvoting Class A Stock
that has been issued to employees of the Claimant and its subsidiaries and to
common stockholders.
Subsidiaries of the Claimant:
- -------------------------------
A. Eastern Systems Corporation
414 Summers Street
Charleston, West Virginia 25301
Eastern Systems Corporation ("ESC") is a West Virginia corporation, wholly
owned by Claimant. It is the holding company for Mountaineer Gas Company.
i. Mountaineer Gas Company
414 Summers Street
Charleston, West Virginia 25301
Mountaineer Gas Company ("Mountaineer") is a West Virginia corporation,
wholly owned by ESC, engaged in the distribution of natural gas in the State of
West Virginia through a 3,900 mile distribution system, principally in
Charleston, Beckley, Huntington and Wheeling, West Virginia. Mountaineer is a
public gas utility. Effective as of July 1, 1999, Mountaineer acquired
substantially all of Shenandoah Gas Company's ("Shenandoah") West Virginia
utility assets, including the Martinsburg Operations Center, all transmission
and distribution plants, pipelines, rights of way, general plant, equipment,
fixtures, vehicles, meters, regulators and other personal property located in
- 2 -
<PAGE>
West Virginia used in connection with Shenandoah's West Virginia utility
operations, plus all franchises, permits, certificates of convenience and
necessity and other assets related to Shenandoah's West Virginia utility
operations. Mountaineer, in summary, acquired approximately 105 miles of
additional pipeline and approximately 3,600 residential, commercial and
industrial customers mainly situate in Martinsburg and surrounding areas in
Berkeley County, West Virginia. The purchase price for the assets was
approximately $11 million.
This transaction was approved by the Public Service Commission of West Virginia
pursuant to an order dated June 1, 1999 and the Federal Energy Regulatory
Commission granted abandonment authorization to Shenandoah by order dated June
11, 1999.
1. Mountaineer Gas Services, Inc.
414 Summers Street
Charleston, West Virginia 25301
Mountaineer Gas Services, Inc. is a West Virginia corporation, wholly owned
by Mountaineer, engaged primarily in producing and marketing natural gas to
Mountaineer.
2. Mapcom Systems, Inc.
7345 Whitepine Road
Richmond, Virginia 23237
Mapcom Systems, Inc. is a Virginia corporation, wholly owned by
Mountaineer, engaged in automated mapping facilities management and geographic
information systems software development and services.
B. Eastern American Energy Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern American Energy Corporation ("Eastern American") is a West Virginia
corporation, wholly owned by Claimant, primarily engaged in the exploration,
development, production, transportation and marketing of natural gas primarily
within the Appalachian Basin states of West Virginia and Pennsylvania. Eastern
American also has properties in Virginia, Ohio and New York.
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<PAGE>
i. Natural Gas Transportation Company
501 56th Street
Charleston, West Virginia 25304
Natural Gas Transportation Company ("NGT") is a West Virginia corporation,
wholly owned by Eastern American. NGT builds compressed natural gas stations
and provides compressed natural gas as an alternative motor vehicle fuel.
ii. Eastern Marketing Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern Marketing Corporation is a West Virginia corporation, wholly owned
by Eastern American. Eastern Marketing Corporation markets the majority of
Eastern American's natural gas. Eastern Marketing Corporation also buys, sells
and markets gas from other third party producers, marketers and end users
through the United States.
iii. Eastern Capital Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern Capital Corporation is a West Virginia corporation, wholly owned by
Eastern American, which was incorporated in 1992 for the purpose of encouraging
and assisting in the creation, development and expansion of West Virginia
business by making available venture capital.
iv. Eastern Pipeline Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern Pipeline Corporation is a West Virginia corporation, wholly owned
by Eastern American, which owns two gathering systems in West Virginia. The
largest of these systems is the Eastern Pipeline System which consists of
approximately seventy-five (75) miles of eight (8) inch pipeline and three
hundred (300) miles of gathering system.
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<PAGE>
v. Eastern Exploration Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern Exploration Corporation is a West Virginia corporation, wholly
owned by Eastern American, which was incorporated primarily as a
non-recourse-financing vehicle for its annual drilling programs. The majority
of the assets of Eastern Exploration Corporation have been conveyed to Eastern
American; however, Eastern Exploration Corporation still owns an interest in
approximately forty-six (46) wells in the state of West Virginia.
vi. Allegheny & Western Energy Corporation
501 56th Street
Charleston, West Virginia 25304
Allegheny & Western Energy Corporation ("Allegheny") is a West Virginia
corporation, wholly owned by Eastern American, primarily engaged in the
operation and management of oil and gas producing properties located in the
Appalachian Basin state of West Virginia. Allegheny owns interests in these
properties either directly or through joint ventures or partnerships with third
parties.
1. Gas Access Systems, Inc.
501 56th Street
Charleston, West Virginia 25304
Gas Access Systems, Inc. is a West Virginia corporation, wholly owned by
Allegheny, engaged in the marketing of natural gas directly to end-users
primarily in the State of West Virginia.
C. Westech Energy Corporation
4643 South Ulster Street Suite 1190
Denver, Colorado 80237
Westech Energy Corporation, a Colorado corporation, wholly owned by
Claimant, is an oil and gas exploration and development company.
D. Westech Energy New Zealand Limited
4643 South Ulster Street Suite 1190
Denver, Colorado 80237
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<PAGE>
Westech Energy New Zealand Limited ("WENZL") was incorporated in June, 1995
under the laws of New Zealand under the name of Energy Corporation of New
Zealand Limited and is wholly owned by the Claimant. Energy Corporation of New
Zealand Limited changed its name to Westech Energy New Zealand Limited on
February 19, 1996. WENZL holds a 50 percent interest in one petroleum
prospecting license and four petroleum exploration permits covering acreage
located in the North Island, New Zealand.
E. Westside Acquisition Corporation
4643 South Ulster Street Suite 1100
Denver, Colorado 80237
Westside Acquisition Corporation is a Colorado corporation, wholly owned by
Claimant, whose primary asset was an interest in a limited liability corporation
that has certain oil producing properties (located in Los Angeles County,
California) that has subsequently been transferred to Westech Energy
Corporation.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the state in which claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such state.
Oil and gas producing facilities at Mountaineer Gas Services, Inc. are
located in Kanawha, Cabell and Jackson Counties, West Virginia. These
facilities include wellhead equipment, gas gathering lines and associated
equipment and compression equipment.
The gas distribution facilities of Mountaineer cover the main population
centers of the state of West Virginia and includes pipelines, regulators, meters
and other equipment needed for distribution. Gas purchased from suppliers is
received from interstate pipelines, including Columbia Gas Transmission
Corporation and Tennessee Gas Pipeline, and other sources at points within the
State of West Virginia. Suppliers for the last calendar year include Engage
Energy, L.P., Equitable Resources Marketing Company, Texaco Gas Marketing, Noble
Gas Marketing, Valero Gas Marketing, Eastern Marketing Corporation, Eastern
American and Coral Energy, L.P.
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<PAGE>
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kwh and related revenue of electric energy sold (at
retail or wholesale), and Mcf. and related revenue of natural and manufactured
gas distributed at retail.
21,364,033 Mcf $141,857,740
(b) Number of kwh of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State in which each such
company is organized.
None
(c) Number of kwh of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which each such company
is organized, or at the State line.
None
(d) Number of kwh and related cost of electric energy and Mcf. and
related cost of natural or manufactured gas purchased outside the State in which
each such company is organized or at the State line.
17,669,885 Mcf $40,021,953
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:
(a) Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
Not applicable.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
Not applicable.
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<PAGE>
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
Not applicable.
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
Not applicable.
(e) Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the services
to be rendered or goods sold and fees or revenues under such agreement(s).
Not applicable.
EXHIBIT A
A consolidating statement of income and surplus of the Claimant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of Claimant and its subsidiary companies as of the close of such
calendar year is attached hereto as Exhibit A.
EXHIBIT B
A Financial Data Schedule is attached hereto as Exhibit B.
EXHIBIT C
Not applicable.
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<PAGE>
The above-named Claimant has caused this statement to by duly executed on
its behalf by its authorized officer on this 1st day of July , 1999.
ENERGY CORPORATION OF AMERICA
--------------------------------
(Name of claimant)
By: /s/ John Mork
-----------------------------
Its: President and CEO
CORPORATE SEAL
Attest:
/s/ Donald C. Supcoe
- -----------------------------
Name: Donald C. Supcoe
Title: Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Isobel Allan
Vice President Finance
Energy Corporation of America
4643 South Ulster Street, Suite 1100
Denver, Colorado 80237
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<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
ENERGY CORPORATION OF AMERICA
CONSOLIDATING INCOME STATEMENTS
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1998
UNAUDITED
ECA EAEC WESTECH WENZL WAC ESC
------------ ------------ ------------ ------------ ---------- -------------
REVENUES:
<S> <C> <C> <C> <C> <C> <C>
Utility gas sales & transportation $151,744,270
Gas marketing & pipeline sales $109,353,348 9,439,435
Oil & gas sales 19,037,203 $ 461,277 3,984,884
Well operations & service 5,983,525 771,635
Other revenues . . . . . . . . . . . $18,969,023 30,037,801 1,536,359
------------ ------------ ------------ ------------ ---------- -------------
Total revenues . . . . . . . . . . . 18,969,023 164,411,877 1,232,912 - - 166,704,948
------------ ------------ ------------ ------------ ---------- -------------
COSTS AND EXPENSES:
Utility gas purchased 77,421,133
Gas marketing & pipeline cost 108,626,076 8,940,087
Field & lease operating 7,947,202 234,676 285,541 1,161,129
Utility operations & maintenance 22,474,566
General and administrative . . . . . 3,788,473 5,087,444 1,164,558 100,490 12,608 14,615,725
Taxes other than income. . . . . . . 150,208 656,572 27,479 35 13,373,216
Depletion, depr., amortiz.-O&G 7,564,356 193,093 460,478
Depletion, depr., amortiz.-other . . 302,240 2,787,338 68,223 11,123 9,966,312
Impairment & exploratory costs 2,672,667 4,286,934 2,683,514
------------ ------------ ------------ ------------ ---------- -------------
Total operating expenses . . . . . . 4,240,921 135,341,655 5,974,963 3,080,668 12,643 148,412,646
------------ ------------ ------------ ------------ ---------- -------------
INCOME FROM OPERATIONS . . . . . . . 14,728,102 29,070,222 (4,742,051) (3,080,668) (12,643) 18,292,302
OTHER (INCOME) EXPENSE:
Interest . . . . . . . . . . . . . . 19,875,647 185,032 6,401,216
Gain on sale of property . . . . . . 2,042 1,062,835 (934,074)
Other (income) expense . . . . . . . (523,995) 1,073,133 1,080,028 13,574 92,581 (111,749)
------------ ------------ ------------ ------------ ---------- -------------
INCOME BEFORE INC TAXES & MIN. INT.. (4,625,592) 26,749,222 (4,888,005) (3,094,242) (105,224) 12,002,835
Provision for income taxes . . . . . (8,360,656) 9,650,715 (2,113,867) (301,514) 4,961,539
Minority interest
------------ ------------ ------------ ------------ ---------- -------------
NET INCOME (LOSS). . . . . . . . . . $ 3,735,064 $ 17,098,507 $(2,774,138) $(3,094,242) $ 196,290 $ 7,041,296
============ ============ ============ ============ ========== =============
TOTAL ELIMS CONSOLIDATED
------------ ------------- -------------
REVENUES:
<S> <C> <C> <C>
Utility gas sales & transportation . $151,744,270 $ 151,744,270
Gas marketing & pipeline sales . . . 118,792,783 118,792,783
Oil & gas sales. . . . . . . . . . . 23,483,364 23,483,364
Well operations & service. . . . . . 6,755,160 6,755,160
Other revenues . . . . . . . . . . . 50,543,183 $(18,969,023) 31,574,160
------------ ------------- -------------
Total revenues . . . . . . . . . . . 351,318,760 (18,969,023) 332,349,737
------------ ------------- -------------
COSTS AND EXPENSES:
Utility gas purchased. . . . . . . . 77,421,133 77,421,133
Gas marketing & pipeline cost. . . . 117,566,163 117,566,163
Field & lease operating. . . . . . . 9,628,548 9,628,548
Utility operations & maintenance . . 22,474,566 22,474,566
General and administrative . . . . . 24,769,298 (720,000) 24,049,298
Taxes other than income. . . . . . . 14,207,510 14,207,510
Depletion, depr., amortiz.-O&G . . . 8,217,927 8,217,927
Depletion, depr., amortiz.-other . . 13,135,236 13,135,236
Impairment & exploratory costs . . . 9,643,115 9,643,115
------------ ------------- -------------
Total operating expenses . . . . . . 297,063,496 (720,000) 296,343,496
------------ ------------- -------------
INCOME FROM OPERATIONS . . . . . . . 54,255,264 (18,249,023) 36,006,241
OTHER (INCOME) EXPENSE:
Interest . . . . . . . . . . . . . . 26,461,895 26,461,895
Gain on sale of property . . . . . . 130,803 130,803
Other (income) expense . . . . . . . 1,623,572 1,623,572
------------ -------------
INCOME BEFORE INC TAXES & MIN. INT.. 26,038,994 (18,249,023) 7,789,971
Provision for income taxes . . . . . 3,836,217 3,836,217
Minority interest 218,690 218,690
------------ ------------- -------------
NET INCOME (LOSS). . . . . . . . . . $ 22,202,777 $(18,467,713) $ 3,735,064
============ ============= =============
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
ENERGY CORPORATION OF AMERICA
CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 1998
UNAUDITED
ECA EAEC WESTECH WENZL WAC ESC
------------- ------------- ------------- ------------ ------------ -------------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Cash. . . . . . . . . . . . . . $ 3,174,937 $ 526,955 $ 17,021 $ 653,943 $ 1,152,417
Accounts receivable . . . . . . 993,753 12,796,354 1,791,664 421,282 31,840,399
Due from affiliates . . . . . . 37,417,729 (2,651,537) (30,868,680) (8,865,552) $ 784,495 4,183,545
Inventory 447,023
Income tax receivable . . . . . (4,574,011) 1,521,329 4,164,596
Deferred income tax . . . . . . (4,056,215) 29,816 3,706,895
Prepaid and other . . . . . . . 461,834 792,671 1,686 156,313 21,952,070
------------- ------------- ------------- ------------ ------------ -------------
Total current assets. . . . . 33,418,027 11,911,466 (27,507,164) (7,634,014) 784,495 66,999,922
------------- ------------- ------------- ------------ ------------ -------------
Oil and gas properties. . . . . 2,474,000 192,092,367 15,630,066 2,846,663 8,877,461
Utility & transmission plant 177,227,186
Other property. . . . . . . . . 3,533,422 18,354,112 382,379 25,518 273,441
Pipelines 19,003,456
------------- ------------- ------------- ------------ ------------ -------------
6,007,422 229,449,935 16,012,445 2,872,181 - 186,378,088
Accumulated depreciation. . . . (372,013) (86,051,634) (356,051) (18,469) (28,107,048)
------------- ------------- ------------- ------------ ------------ -------------
5,635,409 143,398,301 15,656,394 2,853,712 - 158,271,040
------------- ------------- ------------- ------------ ------------ -------------
Investment in affiliate . . . . 165,222,058
Deferred financing costs. . . . 6,408,697 2,625,387
Notes receivable. . . . . . . . 1,687,769 1,814,595 1,347,748 150,000
Deferred utility charges 15,819,099
Deferred income taxes . . . . . (1,054,688) 779,930
Other long-term assets. . . . . 2,666,780 8,208,437 76,845 2,328
------------- ------------- ------------- ------------ ------------ -------------
Total other assets. . . . . . 174,930,616 10,802,962 1,424,593 2,328 - 18,594,486
------------- ------------- ------------- ------------ ------------ -------------
TOTAL ASSETS. . . . . . . . . . $213,984,052 $166,112,729 $(10,426,177) $(4,777,974) $ 784,495 $243,865,448
============= ============= ============= ============ ============ =============
LIABILITIES & EQUITY
Accounts payable . . . . . . . $ 1,963,765 $ 9,692,549 $ 261,388 $ 411,362 $ 12,484,230
Current maturities - L/T debt. 424,343 160,659
Short-term borrowings 48,576,800
Funds held for future distrib. 4,869,646 7,259
Income taxes payable . . . . . (9,149,683) 6,190,609 (162,984) $ 843,844
Accrued taxes payable 4,455,860 5,820 4,355,382
Overrecovered gas costs 4,999,535
Other current liabilities. . . 3,983,551 (4,520) 7,236,133
------------- ------------- ------------- ------------ ------------ -------------
Total current liabilities. . (2,778,024) 25,369,323 106,963 411,362 843,844 77,652,080
------------- ------------- ------------- ------------ ------------ -------------
Long-term debt, less current . 203,053,891 765,389 60,000,000
Deferred revenue 14,987,731
Deferred income taxes. . . . . (12,869,247) 11,700,906 4,846,292 23,215,833
Other long-term liability 1,056,832 (2,290,160) 11,734,414
------------- ------------- ------------- ------------ ------------ -------------
Total long-term liabilities. 190,184,644 28,510,858 (2,290,160) - 4,846,292 94,950,247
------------- ------------- ------------- ------------ ------------ -------------
Total liabilities. . . . . . 187,406,620 53,880,181 (2,183,197) 411,362 5,690,136 172,602,327
Stockholders equity. . . . . . 26,577,432 112,232,548 (8,242,980) (5,189,336) (4,905,641) 71,263,121
------------- ------------- ------------- ------------ ------------ -------------
TOTAL LIABILITIES AND EQUITY. . $213,984,052 $166,112,729 $(10,426,177) $(4,777,974) $ 784,495 $243,865,448
============= ============= ============= ============ ============ =============
TOTAL ELIM CONSOLIDATED
-------------- -------------- --------------
ASSETS
<S> <C> <C> <C>
Cash. . . . . . . . . . . . . . $ 5,525,273 $ 5,525,273
Accounts receivable . . . . . . 47,843,452 47,843,452
Due from affiliates . . . . . . - -
Inventory . . . . . . . . . . . 447,023 447,023
Income tax receivable . . . . . 1,111,914 1,111,914
Deferred income tax . . . . . . (319,504) (319,504)
Prepaid and other . . . . . . . 23,364,574 23,364,574
-------------- -------------- --------------
Total current assets. . . . . 77,972,732 - 77,972,732
-------------- -------------- --------------
Oil and gas properties. . . . . 221,920,557 221,920,557
Utility & transmission plant. . 177,227,186 177,227,186
Other property. . . . . . . . . 22,568,872 22,568,872
Pipelines . . . . . . . . . . . 19,003,456 19,003,456
-------------- -------------- --------------
440,720,071 - 440,720,071
Accumulated depreciation. . . . (114,905,215) (114,905,215)
-------------- -------------- --------------
325,814,856 - 325,814,856
-------------- -------------- --------------
Investment in affiliate . . . . 165,222,058 (165,222,058) -
Deferred financing costs. . . . 9,034,084 9,034,084
Notes receivable. . . . . . . . 5,000,112 5,000,112
Deferred utility charges. . . . 15,819,099 15,819,099
Deferred income taxes . . . . . (274,758) (274,758)
Other long-term assets. . . . . 10,954,390 10,954,390
-------------- -------------- --------------
Total other assets. . . . . . 205,754,985 (165,222,058) 40,532,927
-------------- -------------- --------------
TOTAL ASSETS. . . . . . . . . . $ 609,542,573 $(165,222,058) $ 444,320,515
============== ============== ==============
LIABILITIES & EQUITY
Accounts payable . . . . . . . $ 24,813,294 $ 24,813,294
Current maturities - L/T debt. 585,002 585,002
Short-term borrowings. . . . . 48,576,800 48,576,800
Funds held for future distrib. 4,876,905 4,876,905
Income taxes payable . . . . . (2,278,214) (2,278,214)
Accrued taxes payable. . . . . 8,817,062 8,817,062
Overrecovered gas costs. . . . 4,999,535 4,999,535
Other current liabilities. . . 11,215,164 11,215,164
-------------- -------------- --------------
Total current liabilities. . 101,605,548 - 101,605,548
-------------- -------------- --------------
Long-term debt, less current . 263,819,280 263,819,280
Deferred revenue . . . . . . . 14,987,731 14,987,731
Deferred income taxes. . . . . 26,893,784 26,893,784
Other long-term liability. . . 10,501,086 10,501,086
-------------- -------------- --------------
Total long-term liabilities. 316,201,881 - 316,201,881
-------------- -------------- --------------
Total liabilities. . . . . . 417,807,429 - 417,807,429
Stockholders equity. . . . . . 191,735,144 (165,222,058) 26,513,086
-------------- -------------- --------------
TOTAL LIABILITIES AND EQUITY. . $ 609,542,573 $(165,222,058) $ 444,320,515
============== ============== ==============
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EXHIBIT B
FINANCIAL DATA SCHEDULE
<CAPTION>
<S> <C> <C>
PERIOD-TYPE. . . . . . . YEAR
FISCAL-YEAR-END. . . . . JUN-30-1999
PERIOD-START JAN-01-1998
PERIOD-END DEC-31-1998
BOOK-VALUE PER-BOOK
TOTAL-ASSETS 444,320,515
TOTAL-OPERATING-REVENUES 332,349,737
NET-INCOME 3,735,064
</TABLE>
