SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report January 31, 1996
-----------------
(Date of earliest event reported)
FORD MOTOR COMPANY
------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
1-3950 38-0549190
------ ----------
(Commission File Number) (IRS Employer Identification No.)
The American Road, Dearborn, Michigan 48121
-------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
------------
<PAGE>
Item 5. Other Events.
- ---------------------
News release dated January 31, 1996, filed as Exhibit 20 to
this Current Report on Form 8-K, is incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
- --------------------------------------------------------------
EXHIBITS
--------
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 20 News release dated Filed with this
January 31, 1996 Report
SIGNATURE
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 on the
date indicated.
FORD MOTOR COMPANY
(Registrant)
Date: January 31, 1996 By/s/Peter Sherry, Jr.
--------------------
Peter Sherry, Jr.
Assistant Secretary
<PAGE>
EXHIBIT INDEX
-------------
DESIGNATION DESCRIPTION PAGE
- ----------- ----------- ----
Exhibit 20 News release dated
January 31, 1996
IMMEDIATE RELEASE
Contact: Media Inquiries: Broadcast Media: Stockholder Inquiries:
Christian Vinyard Lin Cummins (313) 845-8540
(313) 322-9600 (313) 322-9600
FORD REPORTS 1995 EARNINGS OF $4.1 BILLION
DEARBORN, Mich., Jan. 31 -- A strong first half performance in
automotive operations, combined with record results in financial
services, contributed to making 1995 the fourth best year on record
for Ford Motor Company.
Full-year earnings for Ford were $4.1 billion after tax, or
$3.58 per share ($3.33 fully diluted) of common and Class B stock
in 1995, compared with a record $5.3 billion and $4.97 per share in
1994 ($4.44 fully diluted).
"We had a good first half in 1995," said Alex Trotman,
chairman and chief executive officer. "Second half automotive
results were impacted by lower U.S. production volume and an
unprecedented number of major product launches, including the all-
new Ford Taurus, Mercury Sable, Ford F-Series pickup and the new
Ford Fiesta and Ford Galaxy minivan in Europe."
"Truck sales are hot, but the retail car market is tough,"
Trotman continued. "For the first time in history, our dealers sold
more trucks than cars in the U.S. in 1995."
Trotman added, "The new Ford Taurus and Mercury Sable and the
Ford Fiesta in Europe are outstanding products, and we're pleased
they're receiving favorable customer responses in highly
competitive car markets."
<PAGE>
-2-
SUMMARY OF 1995 AND COMPARISON WITH 1994
Overview
- --------
- - Total earnings were $4.1 billion, down 22 percent from
1994's record $5.3 billion.
- - Earnings per share were $3.58 ($3.33 fully diluted),
compared with $4.97 per share ($4.44 fully diluted).
- - Worldwide sales and revenues were $137.1 billion, compared
with $128.4 billion.
Automotive
- ----------
- - Net income from worldwide automotive operations was $2
billion, down from $3.9 billion in 1994. After-tax return
on sales was 1.9 percent, compared with 3.7 percent.
- - Net income from U.S. automotive operations was $1.8
billion, compared with $3 billion. After-tax return on
sales was 2.5 percent, compared with 4.1 percent.
- - Automotive operations outside the U.S. earned $213
million, compared with $911 million in 1994. After-tax
return on sales in 1995 was 0.7 percent, compared with 2.8
percent.
- - Worldwide vehicle unit sales were 6,606,000, compared with
6,853,000 in 1994.
- - Combined car and truck share in the U.S. was 25.6 percent,
compared with 25.2 percent.
- - Combined car and truck share in Europe was 12.3 percent,
compared with 12.2 percent.
Financial Services Group
- ------------------------
- - The Financial Services Group earned $2.1 billion net
income, compared with $1.4 billion in 1994, which included
a $440 million charge for the sale of First Nationwide
Bank.
- - Ford Credit earned $1.4 billion, compared with $1.3
billion.
- - The Associates earned $708 million, compared with $604
million.
- - USL Capital earned $135 million, compared with $109
million.
Balance Sheet
- -------------
- - Stockholders' equity at year-end was $24.5 billion,
compared with $21.7 billion.
- - Automotive cash and marketable securities was $12.4
billion, compared with $12.1 billion.
- - Automotive debt was $7.3 billion, equal to a year ago.
- - Capital spending was $9 billion, compared with $8.5
billion.
<PAGE>
-3-
"Once again, our world-class Financial Services Group turned
in record results, and we expect further growth in 1996," Trotman
noted.
FORD OUTLOOK FOR 1996
"We're building the strength of our company year by year,"
Trotman said. "We look for gradual improvement in profitability
during 1996, providing that our major markets show the moderate
economic growth throughout the year that we expect."
Trotman added, "Our highest-volume product launches will be
largely behind us in the second half. And we should begin to see
meaningful results from our concentrated efforts to reduce costs
and improve efficiency throughout our automotive business."
AUTOMOTIVE OPERATIONS
Ford's full-year net income from worldwide automotive
operations was $2 billion, a decline of $1.9 billion from 1994,
which was the second highest year on record.
In the U.S., Ford's automotive operations earned $1.8 billion
for the full year, declining $1.2 billion compared with 1994.
Outside the U.S., automotive operations earned $213 million,
including a one-time gain of $230 million from the dissolution of
Autolatina, compared with $911 million in 1994. Ford's European
automotive operations earned $116 million, compared with $128
million for 1994.
"Ford is in the middle of an historic transition," Trotman
said. "We are introducing new models that cover about 35 percent
of our sales volume in North America and Europe. We knew these
product changeovers would reduce near-term earnings. But once
fully launched, these new cars and trucks will strengthen an
already successful product line."
Trotman noted that the ability to carry out an ambitious
launch program in both North America and Europe demonstrates the
strength of Ford as a company.
"We are able to bring these excellent new products to market
while adding to cash reserves, strengthening our balance sheet, and
maintaining the most attractive dividend yield in the industry," he
said. "The best time to make major changes is during periods of
strength. Ford is a strong company and is also well along to
becoming an even stronger global competitor in the coming years."
<PAGE>
-4-
Trotman also said that Ford increased its overall market shares in
both North America and Europe in 1995.
"We're very pleased our market shares are up," he said.
"Customers determine our market share one purchase at a time, and
more and more of them recognize the value that our cars and trucks
represent. Since the early 1980's, Ford has gained more market
share in the U.S. than any other manufacturer."
FINANCIAL SERVICES
Ford's Financial Services Group earned a record $2.1 billion
in 1995, up from the $1.4 billion earned in 1994, which included a
one-time charge of $440 million for the sale of First Nationwide
Bank.
Each of the major businesses in the Group set a full-year
earnings record.
Ford Credit earned $1.4 billion in 1995, up 6 percent from the
$1.3 billion earned a year earlier.
The Associates Corporation of North America earned $708
million in 1995, up 17 percent from the $604 million profit in
1994.
USL Capital earned $135 million in 1995, up $26 million, or 24
percent, from 1994.
OTHER 1995 HIGHLIGHTS
- - Overall market shares were up in major markets around the
world.
- - In the U.S., Ford's total vehicle market share grew to
25.6 percent, up four-tenths of a point, the biggest gain
in the industry. Truck share reached 31.9 percent.
- - In North America, Ford ended 1995 with three of the top
four best-selling cars and trucks -- F-Series, Explorer
and Taurus -- and five of the top ten, including Ranger
and Escort.
- - F-Series was the top selling vehicle for the 14th
consecutive year. Taurus was the top selling car in the
U.S. for the fourth consecutive year.
- - Hertz earned a record $105 million, up 14 percent from
last year.
- - In Europe, Ford's 1995 market share grew to 12.3 percent,
the highest in 11 years. Truck share -- 14.8 percent --
was a record. Ford was the only manufacturer with three
of the top ten best-sellers in Europe in 1995 -- Escort,
Fiesta and Mondeo.
<PAGE>
-5-
- - In Germany, Ford's car market share rose to 11.4 percent,
up 1.2 percent and the highest since 1984.
FOURTH-QUARTER RESULTS
Ford earned $660 million or $0.49 per share ($0.48 fully
diluted) of common and Class B stock in the fourth quarter of 1995.
This compares with $1.6 billion or $1.47 per share ($1.31 fully
diluted) in the fourth quarter of 1994.
U.S. automotive operations earned $168 million, compared with
$745 million in 1994. Outside the U.S., automotive operations
incurred a loss of $152 million, compared with a profit of $374
million in 1994. The decline in automotive operations from 1994
stemmed mainly from a decrease in North American volumes, costs
associated with new products launched in North America and Europe,
adverse operating results in Brazil and Mexico, and the effects of
currency exchange rates.
For the Financial Services Group, fourth-quarter earnings were
a record $644 million, compared with $450 million earned in the
fourth quarter of 1994, partially reflecting a lower tax rate in
1995. Ford Credit's earnings were $409 million, an increase from
the $331 million profit in the prior period. The Associates'
earnings grew to $181 million from the $159 million earned in the
prior period. USL's earnings of $48 million were up from the $34
million earned in the prior period.
# # #
Jan. 31, 1996
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Company and Subsidiaries
HIGHLIGHTS
----------
Fourth Quarter Full Year
----------------------- -------------------------
1995 1994 1995 1994
------ ------ ------ -------
<S> <C> <C> <C> <C>
Worldwide vehicle unit sales of
cars and trucks (in thousands)
- - United States 955 1,051 3,993 4,218
- - Outside United States 635 656 2,613 2,635
------ ------ ------ -------
Total 1,590 1,707 6,606 6,853
====== ====== ====== =======
Sales and revenues (in millions)
- - Automotive $27,597 $27,766 $110,496 $107,137
- - Financial Services 6,950 5,877 26,641 21,302
------- ------- -------- --------
Total $34,547 $33,643 $137,137 $128,439
======= ======= ======== ========
Net income (in millions)
- - Automotive $ 16 $ 1,119 $ 2,056 $ 3,913
- - Financial Services 644 450 2,083 1,395*
------- ------- -------- --------
Total $ 660 $ 1,569 $ 4,139 $ 5,308
======= ======= ======== ========
Capital expenditures (in millions)
- - Automotive $ 2,472 $ 2,404 $ 8,676 $ 8,310
- - Financial Services 98 65 321 236
------- ------- -------- --------
Total $ 2,570 $ 2,469 $ 8,997 $ 8,546
======= ======= ======== ========
Stockholders' equity at December 31
- - Total (in millions) $24,547 $21,659 $ 24,547 $ 21,659
- - After-tax return on Common and
Class B stockholders' equity 10.9% 34.5% 18.2% 33.6%
Automotive cash, cash equivalents,
and marketable securities at
December 31 (in millions) $12,406 $12,083 $ 12,406 $ 12,083
Automotive debt at December 31
(in millions) $ 7,307 $ 7,258 $ 7,307 $ 7,258
Automotive after-tax returns on sales 0.1% 4.1% 1.9% 3.7%
Shares of Common and Class B Stock
(in millions)
- - Average number outstanding 1,136 1,020 1,071 1,010
- - Number outstanding at December 31 1,159 1,023 1,159 1,023
AMOUNTS PER SHARE OF COMMON AND
CLASS B STOCK AFTER PREFERRED
STOCK DIVIDENDS
Income $ 0.49 $ 1.47 $ 3.58 $ 4.97
Income/(Loss) assuming full dilution
- - Automotive $ (0.06) $ 0.93 $ 1.59 $ 3.25
- - Financial Services 0.54 0.38 1.74 1.19
------- ------- -------- --------
Total $ 0.48 $ 1.31 $ 3.33 $ 4.44
======= ======= ======== ========
Cash dividends $ 0.35 $ 0.26 $ 1.23 $ 0.91
</TABLE>
- - - - - -
*Includes a loss of $440 million related to the disposition of
Granite Savings Bank (formerly First Nationwide Bank)
Segment results for 1994 have been adjusted to reflect
reclassification of certain tax amounts to conform with
the 1995 presentation.
FS-1
<PAGE>
Ford Motor Company and Subsidiaries
VEHICLE UNIT SALES
------------------
For the Periods Ended December 31, 1995 and 1994
(in thousands)
Fourth Quarter Full Year
-------------------- ------------------
1995 1994 1995 1994
----- ----- ----- -----
North America
United States
Cars 434 530 1,767 2,036
Trucks 521 521 2,226 2,182
----- ----- ----- -----
Total United States 955 1,051 3,993 4,218
Canada 76 75 254 281
Mexico 11 27 32 92
----- ----- ----- -----
Total North America 1,042 1,153 4,279 4,591
Europe
Britain 125 109 496 520
Germany 84 104 409 386
Italy 54 39 193 179
France 41 45 165 180
Spain 31 41 160 163
Other countries 74 71 286 281
----- ----- ----- -----
Total Europe 409 409 1,709 1,709
Other international
Brazil 48 43 201 164
Australia 32 38 139 125
Taiwan 16 21 106 97
Japan 13 13 57 50
Argentina 14 13 48 54
Other countries 16 17 67 63
----- ----- ----- -----
Total other international 139 145 618 553
----- ----- ----- -----
Total worldwide vehicle
unit sales 1,590 1,707 6,606 6,853
===== ===== ===== =====
Vehicle unit sales are reported worldwide on a "where sold"
basis and include sales of all Ford-badged units, as well as
units manufactured by Ford and sold to other manufacturers.
Fourth Quarter and Full Year 1994 unit sales have been restated
to reflect the country where sold and to include sales of all
Ford-badged units. Previously, factory unit sales were
reported in North America on a "where sold" basis and overseas
on a "where produced" basis. Also, Ford-badged unit sales of
certain unconsolidated subsidiaries (primarily Autolatina --
Brazil and Argentina) were not previously reported.
FS-2
<PAGE>
Ford Motor Company and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
<TABLE>
<capiton>
For the Years Ended December 31, 1995, 1994, and 1993
(in millions, except amounts per share)
1995 1994 1993
-------- -------- -------
<S> <C> <C> <C>
AUTOMOTIVE
Sales $110,496 $107,137 $91,568
Costs and expenses
Costs of sales 101,171 95,887 85,280
Selling, administrative, and other expenses 6,044 5,424 4,856
-------- -------- -------
Total costs and expenses 107,215 101,311 90,136
Operating income 3,281 5,826 1,432
Interest income 800 665 563
Interest expense 622 721 807
-------- -------- --------
Net interest income/(expense) 178 (56) (244)
Equity in net (loss)/income of affiliated companies (154) 271 127
Net expense from transactions with Financial Services (139) (44) (24)
-------- -------- -------
Income before income taxes - Automotive 3,166 5,997 1,291
FINANCIAL SERVICES
Revenues 26,641 21,302 16,953
Costs and expenses
Interest expense 9,424 7,023 6,482
Depreciation 6,500 4,910 3,064
Operating and other expenses 5,499 4,607 3,196
Provision for credit and insurance losses 1,818 1,539 1,523
Loss on disposition of Granite Savings Bank (formerly
First Nationwide Bank) - 475 -
------- -------- --------
Total costs and expenses 23,241 18,554 14,265
Net revenue from transactions with Automotive 139 44 24
Income before income taxes - Financial Services 3,539 2,792 2,712
------- -------- --------
TOTAL COMPANY
Income before income taxes 6,705 8,789 4,003
Provision for income taxes 2,379 3,329 1,350
-------- -------- --------
Income before minority interests 4,326 5,460 2,653
Minority interests in net income of subsidiaries 187 152 124
-------- -------- --------
Net income $ 4,139 $ 5,308 $ 2,529
======== ======== ========
Income attributable to Common and Class B Stock
after preferred stock dividends $ 3,839 $ 5,021 $ 2,241
Average number of shares of Common and Class B Stock
outstanding 1,071 1,010 986
AMOUNTS PER SHARE OF COMMON AND CLASS B STOCK
Income $ 3.58 $ 4.97 $ 2.27
Income assuming full dilution $ 3.33 $ 4.44 $ 2.10
Cash dividends $ 1.23 $ 0.91 $ 0.80
</TABLE>
<PAGE>
Ford Motor Company and Subsidiaries
CONSOLIDATED BALANCE SHEET
--------------------------
(in millions)
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
------------- -------------
<S> <C> <C>
ASSETS
Automotive
Cash and cash equivalents $ 5,750 $ 4,481
Marketable securities 6,656 7,602
-------- --------
Total cash, cash equivalents, and marketable securities 12,406 12,083
Receivables 3,321 2,548
Inventories 7,162 6,487
Deferred income taxes 2,709 3,062
Other current assets 1,483 2,006
Net current receivable from Financial Services 200 677
-------- --------
Total current assets 27,281 26,863
Equity in net assets of affiliated companies 2,248 3,554
Net property 31,273 27,048
Deferred income taxes 4,802 4,414
Other assets 7,168 6,760
-------- --------
Total Automotive assets 72,772 68,639
Financial Services
Cash and cash equivalents 2,690 1,739
Investments in securities 4,553 6,105
Net receivables and lease investments 149,694 130,356
Other assets 13,574 12,783
-------- --------
Total Financial Services assets 170,511 150,983
-------- --------
Total assets $243,283 $219,622
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive
Trade payables $ 11,260 $ 10,777
Other payables 1,976 2,280
Accrued liabilities 13,392 11,943
Income taxes payable 316 316
Debt payable within one year 1,832 155
-------- --------
Total current liabilities 28,776 25,471
Long-term debt 5,475 7,103
Other liabilities 25,677 24,920
Deferred income taxes 1,186 1,216
-------- --------
Total Automotive liabilities 61,114 58,710
Financial Services
Payables 5,476 2,361
Debt 141,317 123,713
Deferred income taxes 3,831 2,958
Other liabilities and deferred income 6,116 7,669
Net payable to Automotive 200 677
-------- --------
Total Financial Services liabilities 156,940 137,378
Company-obligated mandatorily redeemable preferred
securities of a subsidiary trust (aggregate principal
amount of $632 million) 682 -
Preferred stockholders' equity in a subsidiary company
- 1,875
Stockholders' equity
Capital stock
Preferred Stock, par value $1.00 per share (aggregate
liquidation preference of $1 billion and $3.4 billion) * *
Common Stock, par value $1.00 per share (1,089 and 952
million shares issued) 1,089 952
Class B Stock, par value $1.00 per share (71 million shares
issued) 71 71
Capital in excess of par value of stock 5,105 5,273
Foreign currency translation adjustments and other 594 189
Earnings retained for use in business 17,688 15,174
-------- --------
Total stockholders' equity 24,547 21,659
-------- --------
Total liabilities and stockholders' equity $243,283 $219,622
======== ========
- - - - - -
*Less than $1 million
</TABLE>
FS-4
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Company and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
For the Years Ended December 31, 1995, 1994, and 1993
(in millions)
1995 1994 1993
------------------------ ------------------------ -------------------------
Financial Financial Financial
Automotive Services Automotive Services Automotive Services
---------- --------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents at
January 1 $ 4,481 $ 1,739 $ 5,667 $ 2,555 $ 3,504 $ 3,182
Cash flows from operating activities 8,849 12,322 7,542 9,087 6,862 7,145
Cash flows from investing activities
Capital expenditures (8,676) (321) (8,310) (236) (6,714) (100)
Proceeds from sale and leaseback of
fixed assets 0 - 0 - 884 -
Acquisitions of other companies - - 0 (485) 0 (336)
Proceeds from sales of subsidiaries - - 0 715 173 0
Acquisitions of receivables and lease
investments - (99,967) - (90,824) - (76,566)
Collections of receivables and
lease investments - 71,149 - 61,111 - 55,552
Net acquisitions of daily rental vehicles - (1,459) - (924) - -
Purchases of securities (51) (6,274) (412) (10,688) (100,493) (13,741)
Sales and maturities of securities 325 5,052 511 9,649 101,927 12,426
Proceeds from sales of receivables - 4,360 - 3,622 - 4,794
Loans originated net of principal payments - (9) - (207) - (1,466)
Net investing activity with Financial
Services (19) - 355 - (117) -
Other 558 (175) (331) (312) (69) 389
------- -------- ------- -------- -------- --------
Net cash used in investing activities (7,863) (27,644) (8,187) (28,579) (4,409) (19,048)
Cash flows from financing activities
Cash dividends (1,559) - (1,205) - (1,086) -
Issuance of Common Stock 601 - 715 - 394 -
Changes in short-term debt 413 5,884 (795) 10,314 (66) 6,065
Proceeds from issuance of other debt 300 23,854 158 21,885 424 22,128
Principal payments on other debt (177) (11,489) (75) (14,088) (376) (13,791)
Net financing activity with Automotive - 19 - (355) - 117
Changes in customers' deposits, excluding
interest credited - - - (422) - (3,861)
Receipts from annuity contracts - 283 - 1,124 - 821
Net (redemption)/issuance of subsidiary
company preferred stock - (1,875) - 417 - 375
Other 121 102 31 (132) (124) (76)
------- -------- ------- -------- -------- --------
Net cash (used in)/provided by financing
activities (301) 16,778 (1,171) 18,743 (834) 11,778
Effect of exchange rate changes on cash 107 (28) 397 166 17 25
Net transactions with Automotive/
Financial Services 477 (477) 233 (233) 527 (527)
------- -------- ------- -------- -------- --------
Net increase/(decrease) in cash and
cash equivalents 1,269 951 (1,186) (816) 2,163 (627)
------- -------- ------- -------- -------- --------
Cash and cash equivalents at December 31 $ 5,750 $ 2,690 $ 4,481 $ 1,739 $ 5,667 $ 2,555
======= ======== ======== ======== ======== ========
</TABLE>
FS-5
<PAGE>
<TABLE>
<CAPTION>
Ford Motor Company and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
For the Years Ended December 31, 1995, 1994, and 1993
(in millions)
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
CAPITAL STOCK
Common Stock
- ------------
Balance at beginning of year $ 952 $ 464 $ 454
Issued for Series A Preferred Stock conversion,
employee benefit plans and other 137 19 10
Stock split in form of a 100% stock dividend - 469 -
------- ------- -------
Balance at end of year 1,089 952 464
Class B Stock
- -------------
Balance at beginning of year $ 71 35 35
Stock split in form of a 100% stock dividend - 36 -
------- ------- -------
Balance at end of year 71 71 35
Series A Preferred Stock * * *
Series B Preferred Stock * * *
CAPITAL IN EXCESS OF PAR VALUE OF STOCK
Balance at beginning of year 5,273 5,082 4,698
Exchange of Series B Preferred Stock (632) - -
Issued for Series A Preferred Stock conversion,
employee benefit plans and other 464 696 384
Stock split in form of a 100% stock dividend - (505) -
------- ------- -------
Balance at end of year 5,105 5,273 5,082
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS
AND OTHER
Balance at beginning of year 189 (1,078) (62)
Translation adjustments during year 250 800 (508)
Minimum pension liability adjustment (108) 400 (400)
Other 263 67 (108)
------- ------- -------
Balance at end of year 594 189 (1,078)
EARNINGS RETAINED FOR USE IN THE BUSINESS
Balance at beginning of year 15,174 11,071 9,628
Net income 4,139 5,308 2,529
Cash dividends (1,559) (1,205) (1,086)
Fair value adjustment from exchange
of Series B Preferred Stock (66) - -
------- ------- -------
Balance at end of year 17,688 15,174 11,071
------- ------- -------
Total stockholders' equity $24,547 $21,659 $15,574
======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Series A Series B
Common Class B Preferred Preferred
Stock Stock Stock Stock
------ ------- --------- ---------
<S> <C> <C> <C> <C>
SHARES OF CAPITAL STOCK
Issued at December 31, 1992 454 35 0.046 0.023
Additions
1993 10 0 0 0
1994 - Stock split in form of a
100% stock dividend 469 36 - -
- Employee benefit plans and other 19 - - -
1995 - Conversion of Series A Preferred
Stock 115 - (0.035) -
- Employee benefit plans and other 22 - - -
- Exchange of Series B Preferred Stock - - - (0.013)
----- ---- ------ ------
Net additions 635 36 (0.035) (0.013)
----- ---- ------ ------
Issued at December 31, 1995 1,089 71 0.011 0.010
===== ==== ====== ======
Authorized at December 31, 1995 3,000 265 -- In total: 30 --
- - - - - -
*The balances at the beginning and end of each period were less
than $1 million
</TABLE>
