<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
FOR THE THREE MONTHS ENDED JULY 31, 1996 COMMISSION FILE NUMBER 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0542520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 412-456-5700
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
requirements for the past 90 days. Yes X No
--- ---
The number of shares of the Registrant's Common Stock, par value $.25 per
share, outstanding as of August 30, 1996, was 367,710,398 shares.
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 31, 1996 August 2, 1995
------------- ---------------
FY 1997 FY 1996
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales.......................................................................... $ 2,208,760 $ 2,094,293
Cost of products sold.......................................................... 1,413,121 1,319,985
------------- ---------------
Gross profit................................................................... 795,639 774,308
Selling, general and administrative expenses................................... 447,363 435,843
------------- ---------------
Operating income............................................................... 348,276 338,465
Interest income................................................................ 10,430 12,169
Interest expense............................................................... 65,844 68,595
Other expense, net............................................................. 7,894 1,543
------------- ---------------
Income before income taxes..................................................... 284,968 280,496
Provision for income taxes..................................................... 105,438 106,027
------------- ---------------
Net income..................................................................... $ 179,530 $ 174,469
============= ===============
Net income per share........................................................... $ .48 $ .46
============= ===============
Cash dividends per share....................................................... $ .26-1/2 $ .24
============= ===============
Average shares for earnings per share.......................................... 376,578 375,914
============= ===============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
2
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 31, 1996 May 1, 1996*
------------- -------------
FY 1997 FY 1996
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents...................................................... $ 145,309 $ 90,064
Short-term investments, at cost which approximates market...................... 16,693 18,316
Receivables, net............................................................... 1,159,989 1,207,874
Inventories.................................................................... 1,481,122 1,493,963
Prepaid expenses and other current assets...................................... 353,477 236,475
------------- -------------
Total current assets...................................................... 3,156,590 3,046,692
------------- -------------
Property, plant and equipment.................................................. 4,311,864 4,220,044
Less accumulated depreciation.................................................. 1,662,353 1,603,216
------------- -------------
Total property, plant and equipment, net.................................. 2,649,511 2,616,828
------------- -------------
Investments, advances and other assets......................................... 546,670 573,645
Goodwill, net.................................................................. 1,739,866 1,737,478
Other intangibles, net......................................................... 668,891 649,048
------------- -------------
Total other noncurrent assets............................................. 2,955,427 2,960,171
------------- -------------
Total assets.............................................................. $ 8,761,528 $ 8,623,691
============= =============
</TABLE>
*Summarized from audited fiscal year 1996 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
3
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 31, 1996 May 1, 1996*
------------- -------------
FY 1997 FY 1996
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt................................................................ $ 325,760 $ 994,586
Portion of long-term debt due within one year.................................. 91,655 87,583
Accounts payable............................................................... 774,522 870,337
Salaries and wages............................................................. 51,048 72,678
Accrued marketing.............................................................. 122,161 146,055
Other accrued liabilities...................................................... 303,251 368,182
Income taxes................................................................... 241,664 175,701
------------- -------------
Total current liabilities................................................. 1,910,061 2,715,122
------------- -------------
Long-term debt................................................................. 3,165,082 2,281,659
Deferred income taxes.......................................................... 342,401 319,936
Non-pension postretirement benefits............................................ 208,126 209,994
Other liabilities.............................................................. 377,788 390,223
------------- -------------
Total long-term debt and other liabilities................................ 4,093,397 3,201,812
------------- -------------
Shareholders' Equity:
Capital stock.................................................................. 108,037 108,045
Additional capital............................................................. 154,685 154,602
Retained earnings.............................................................. 4,238,498 4,156,380
Cumulative translation adjustments............................................. (119,601) (155,753)
------------- -------------
4,381,619 4,263,274
Less:
Treasury stock at cost (64,063,894 shares at July 31, 1996 and 62,498,417
shares at May 1, 1996).................................................... 1,569,468 1,500,866
Unfunded pension obligation.................................................. 32,275 32,550
Unearned compensation relating to the ESOP................................... 21,806 23,101
------------- -------------
Total shareholders' equity................................................ 2,758,070 2,706,757
------------- -------------
Total liabilities and shareholders' equity................................ $ 8,761,528 $ 8,623,691
============= =============
</TABLE>
*Summarized from audited fiscal year 1996 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
4
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 31, 1996 August 2, 1995
------------- ---------------
FY 1997 FY 1996
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Cash Provided by Operating Activities........................................ $ 104,473 $ 91,906
------------- ---------------
Cash Flows from Investing Activities:
Capital expenditures.................................................... (94,599) (88,792)
Acquisitions, net of cash acquired...................................... (41,750) (46,309)
Purchases of short-term investments..................................... (7,502) (280,421)
Sales and maturities of short-term investments.......................... 16,229 299,434
Investment in tax benefits.............................................. -- 51,750
Other items, net........................................................ 14,932 (5,033)
------------- ---------------
Cash used for investing activities................................. (112,690) (69,371)
------------- ---------------
Cash Flows from Financing Activities:
Payments on long-term debt.............................................. (9,183) (32,824)
Proceeds from short-term debt, net...................................... 228,726 56,080
Dividends............................................................... (97,412) (88,068)
Purchases of treasury stock............................................. (116,546) (6,522)
Exercise of stock options............................................... 40,614 34,719
Other items, net........................................................ 15,841 12,379
------------- ---------------
Cash provided by (used for) financing activities................... 62,040 (24,236)
------------- ---------------
Effect of exchange rate changes on cash and cash equivalents................. 1,422 (5,477)
------------- ---------------
Net increase (decrease) in cash and cash equivalents......................... 55,245 (7,178)
Cash and cash equivalents at beginning of year............................... 90,064 124,338
------------- ---------------
Cash and cash equivalents at end of period................................... $ 145,309 $ 117,160
============= ===============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
5
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The Management's Discussion and Analysis of Financial Condition and Results
of Operations which follows these notes contains additional information on
the results of operations and the financial position of the company. Those
comments should be read in conjunction with these notes. The company's
annual report on Form 10-K for the fiscal year ended May 1, 1996 includes
additional information about the company, its operations, and its financial
position, and should be read in conjunction with this quarterly report on
Form 10-Q.
(2) The results for the interim periods are not necessarily indicative of the
results to be expected for the full fiscal year due to the seasonal nature
of the company's business. Certain prior year amounts have been
reclassified in order to conform with the fiscal 1997 presentation.
(3) In the opinion of management, all adjustments, which are of a normal and
recurring nature, necessary for a fair statement of the results of
operations of these interim periods have been included.
(4) The composition of inventories at the balance sheet dates was as follows:
<TABLE>
<CAPTION>
July 31, 1996 May 1, 1996
------------- -------------
<S> <C> <C>
(Thousands of Dollars)
Finished goods and work-in-process....................................... $ 1,107,176 $ 1,115,367
Packaging material and ingredients....................................... 373,946 378,596
------------- -------------
$ 1,481,122 $ 1,493,963
============= =============
</TABLE>
(5) The provision for income taxes consists of provisions for federal, state,
U.S. possessions and foreign income taxes. The company operates in an
international environment with significant operations in various locations
outside the United States. Accordingly, the consolidated income tax rate is
a composite rate reflecting the earnings in the various locations and the
applicable tax rates.
(6) On August 29, 1996, the company amended the line of credit agreements that
support its domestic commercial paper programs, increasing availability and
extending maturity dates. The amended terms provide for one agreement
totaling $2.3 billion that expires in September 2001. The previous
agreements provided for lines of credit totaling $2.0 billion, of which
$1.2 billion was scheduled to expire in September 1996 and $800.0 million
was scheduled to expire in September 2000.
Due to the long-term nature of the amended credit agreement, the company
has classified $1.7 billion of domestic commercial paper as long-term debt
as of July 31, 1996. As of May 1, 1996, $800.0 million of domestic
commercial paper outstanding was classified as long-term debt.
(7) On September 10, 1996, the company's board of directors raised the
quarterly dividend on the company's common stock to $0.29 per share from
$0.26 1/2 per share, for an indicated annual rate of $1.16 per share. The
dividend will be paid on October 10, 1996 to shareholders of record at the
close of business on September 23, 1996.
On September 12, 1995, the company's board of directors authorized a
three-for-two common stock split, effective October 3, 1995. There was no
adjustment in the stock's par value or the total number of authorized
common shares. Prior-year share and per share amounts have been adjusted to
reflect the three-for-two stock split.
6
<PAGE>
(8) On May 2, 1996, the company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of." The implementation of this
standard did not have a material effect on the company's financial position
or results of operations.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
THREE MONTHS ENDED JULY 31, 1996 AND AUGUST 2, 1995
RESULTS OF OPERATIONS
For the three months ended July 31, 1996, sales increased $114.5 million or
5.5% to $2,208.8 million from $2,094.3 million recorded in the same period a
year ago. The sales increase came primarily from volume gains of 3.9% and
acquisitions (net of divestitures) of 2.7%; partially offset by the unfavorable
effect of foreign exchange translation rates of 1.1%. Domestic operations
provided approximately 56% of net sales in the first quarter of both 1997 and
1996.
Volume increases were recorded in pet food, tuna, Heinz ketchup, weight
loss frozen entrees, pizza components, foodservice frozen potatoes and
single-serve condiments; partially offset by volume declines in retail frozen
potatoes and infant food.
The implementation of the company's "sales deloading" strategy did result
in lower sales volumes in certain product lines. As a result of adopting this
strategy, the company expects in the future to benefit from lower working
capital requirements and more efficient production. However, in the short term,
sales volumes could be impacted.
Price increases were recorded in retail frozen potatoes, infant food
overseas and tuna.
Fiscal 1996 acquisitions impacting the quarter-to-quarter sales dollar
comparison included: In pet food--Nature's Recipe Pet Food in the U.S., and
Alimentos Pilar S.A. of Argentina; In infant foods--Fattoria Scaldasole S.p.A.
in Italy, and Earth's Best, Inc. in the U.S.; In foodservice-- Britwest Ltd. in
the United Kingdom, and the Craig's foodservice business in New Zealand; and In
tuna--Indian Ocean Tuna Ltd. in the Seychelles, and the Mareblu brand of canned
tuna in Italy. During the first quarter of fiscal 1997, the company acquired
Southern Country Foods Ltd. in Australia, one of the world's largest producers
of canned corn beef and meals.
The quarter-to-quarter comparison of results was impacted by the
divestitures of the following non-strategic businesses: an overseas mushroom
business, Weight Watchers Magazine, an overseas sweetener business, two regional
dry pet food product lines and, during the first quarter of fiscal 1997, a
powdered beverage business in South America. The divestitures did not have a
material effect on results for the quarter.
Gross profit increased $21.3 million to $795.6 million from $774.3 million
a year ago. The gross profit increase is mainly attributable to increased sales.
The ratio of gross profit to sales, however, decreased to 36.0% from 37.0%. The
current year's gross profit ratio was impacted by an unfavorable profit mix,
higher commodity prices and acquisitions; partially offset by the divestitures
discussed above.
Operating income increased $9.8 million or 2.9% to $348.3 million from
$338.5 million for the same period last year. The increase in operating income
was primarily due to the increase in gross profit; partially offset by higher
general and administrative expenses associated with acquisitions. Marketing
expense remained comparable with the prior year's first quarter. For the quarter
ended July 31, 1996, domestic operations provided 50% of operating income
compared to 53% in the same quarter last year.
Net interest expense decreased $1.0 million to $55.4 million from $56.4
million in the first quarter a year ago as the impact of higher borrowings was
offset by lower average interest rates.
Net income for the current quarter was $179.5 million compared to $174.5
million for the same period last year and earnings per share was $0.48 compared
to $0.46. The effective tax rate for the first quarter decreased to 37.0% from
37.8%.
8
<PAGE>
LIQUIDITY AND FINANCIAL POSITION
Cash provided by operating activities totaled $104.5 million for the three
month period ended July 31, 1996 compared to $91.9 million last year.
Cash used by investing activities required $112.7 million compared to $69.4
million last year. Cash used for acquisitions in the current quarter totaled
$41.8 million, due mainly to the purchase of Southern Country Foods Ltd. in
Australia. Acquisitions in the prior year's first quarter totaled $46.3 million
and included PMV/Zabreh in the Czech Republic and the additional investment in
Kecskemeti Konzervgyar R.T. in Hungary. Investments in tax benefits provided
$51.8 million in the prior year's first quarter, due mainly to the company's
sale of certain domestic investments. Purchases of property, plant and equipment
totaled $94.6 million compared to $88.8 million a year ago.
Financing activities provided $62.0 million for the three months ended July
31, 1996, compared to requiring $24.2 million a year ago. Net proceeds on
short-term debt provided $228.7 million in the current period versus $56.1
million in the prior year's comparable period. During the three months ended
July 31, 1996, treasury stock purchases totaled $116.5 million (3.6 million
shares) versus $6.5 million in the prior year's first quarter. Payments on
long-term debt totaled $9.2 million for the current period compared to $32.8
million last year. Dividend payments totaled $97.4 million compared to $88.1
million a year ago.
On August 29, 1996, the company amended the line of credit agreements that
support its domestic commercial paper programs, increasing availability and
extending maturity dates. The amended terms provide for one agreement totaling
$2.3 billion that expires in September 2001. The previous agreements provided
for lines of credit totaling $2.0 billion, of which $1.2 billion was scheduled
to expire in September 1996 and $800.0 million was scheduled to expire in
September 2000.
Due to the long-term nature of the amended credit agreement, the company
has classified $1.7 billion of domestic commercial paper as long-term debt as of
July 31, 1996. As of May 1, 1996, $800.0 million of domestic commercial paper
outstanding was classified as long-term debt.
On September 10, 1996, the company's board of directors raised the
quarterly dividend on the company's common stock to $0.29 per share from
$0.26-1/2 per share, for an indicated annual rate of $1.16 per share. The
dividend will be paid on October 10, 1996 to shareholders of record at the close
of business on September 23, 1996.
As previously reported, on July 10, 1996, the Board of Directors authorized
the repurchase of up to an additional 15.0 million shares of common stock,
beginning upon the conclusion of the current repurchase authorization. Such
repurchases may take place over an extended period of time.
The company's financial position continues to remain strong, enabling it to
meet cash requirements for operations, capital expansion programs and dividends
to shareholders.
OTHER MATTERS
As previously reported, the company entered into a letter of intent to
acquire substantially all of the pet food businesses of Martin Feed Mills
Limited of Elmira, Ontario. Martin's cat and dog food lines, sold under the
brand Techni-Cal, are produced and marketed throughout Canada and exported to
Japan, the United Kingdom, France, Holland, Spain, the Czech Republic and other
European countries.
As previously reported, Questor Partners Fund, L.P., an unrelated national
investment group, has entered into a letter of intent to acquire the brand name
and ongoing canned seafood business of Bumble Bee Seafoods, Inc. of San Diego,
California. The letter of intent also provides for H.J. Heinz Company, through
its affiliate, Star-Kist Foods, Inc., to purchase the Bumble Bee tuna
9
<PAGE>
production facilities in Mayaguez, Puerto Rico; Santa Fe Springs, California and
Manta, Ecuador. Star-Kist plans to co-pack tuna under the Bumble Bee label for
the new Questor entity.
On September 11, 1996, the company announced that its affiliate, H.J. Heinz
Company of Canada Ltd, had entered into a letter of intent to acquire the canned
beans and pasta business of Nestle Canada Inc., together with certain related
trademarks.
The above transactions, if consummated, combined with the acquisition of
Southern Country Foods Limited will not have a material impact on the company's
results of operations or financial position in fiscal 1997.
On July 23, 1996, the Weight Watchers Gourmet Food Company announced plans
to close The All American Gourmet plant in Clearfield, Utah. Operations will be
phased out by the end of September 1996. The facility's four production lines
will be consolidated with other company facilities. The closure is part of the
company's strategy to combine recent acquisitions with existing operations. The
employee severance and exit costs related to this closure had previously been
provided for through purchase accounting. This closure represents the completion
of the integration plan related to The All American Gourmet acquisition.
On September 10, 1996, at the Annual Meeting of Shareholders of H.J. Heinz
Company, the company announced a plan to review its assets and to divest assets
that do not play to the company's major strengths. The company intends that any
surplus generated will be used to reduce debt, to write-off underperforming
assets, and to pay for organizational changes, if these prove necessary.
10
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Nothing to report under this item.
ITEM 2. CHANGES IN SECURITIES
Nothing to report under this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Nothing to report under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report under this item.
ITEM 5. OTHER INFORMATION
On September 11, 1996, the company announced that its affiliate, H.J. Heinz
Company of Canada Ltd. entered into a letter of intent to acquire the canned
beans and pasta business of Nestle Canada Inc., together with certain related
trademarks.
This report contains certain forward-looking statements which are based on
management's current views and assumptions regarding future events and financial
performance. Reference should be made to the section "Forward-Looking
Statements" in Item 1 of the registrant's Annual Report on Form 10-K for the
fiscal year ended May 1, 1996 for a description of the important factors that
could cause actual results to differ materially from those discussed herein.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be furnished by Item 601 of Regulation S-K are
listed below and are filed as part hereof. The Registrant has omitted
certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation
S-K. The Registrant agrees to furnish such documents to the Commission upon
request. Documents not designated as being incorporated herein by reference
are filed herewith. The paragraph numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.
11. Computation of net income per share.
27. Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended July 31, 1996.
11
<PAGE>
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.
H. J. HEINZ COMPANY
(Registrant)
Date: September 16, 1996 By /s/ DAVID R. WILLIAMS
.......................................
David R. Williams
Executive Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer)
Date: September 16, 1996 By /s/ TRACY E. QUINN
.......................................
Tracy E. Quinn
Corporate Controller
(Principal Accounting Officer)
12
<PAGE>
EXHIBIT 11
H. J. Heinz Company and Subsidiaries
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
July 31, August 2,
1996 1995
---- ----
FY 1997 FY 1996
<S> <C> <C>
Primary income per share:
Net income......................................................................... $ 179,530 $ 174,469
Preferred dividends................................................................ 11 15
----------- -----------
Net income applicable to common stock.............................................. $ 179,519 $ 174,454
=========== ===========
Average common shares outstanding and common stock equivalents..................... 376,578 375,914
=========== ===========
Net income per share--primary...................................................... $ .48 $ .46
=========== ===========
Fully diluted income per share:
Net income......................................................................... $ 179,530 $ 174,469
=========== ===========
Average common shares outstanding and common stock equivalents..................... 376,578 375,914
Additional common shares assuming:
Conversion of $1.70 third cumulative preferred stock............................. 359 483
Additional common shares assuming options were exercised
at the period-end market price................................................ 548 1,449
----------- -----------
Average common shares outstanding and common stock equivalents..................... 377,485 377,846
=========== ===========
Net income per share--fully diluted.............................................. $ .48 $ .46
=========== ===========
</TABLE>
All amounts in thousands except per share amounts.
Note: Prior year share and per share amounts have been adjusted to reflect the
three-for-two stock split, which was effective October 3, 1995.
------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JULY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-02-1996
<PERIOD-END> JUL-31-1996
<EXCHANGE-RATE> 1
<CASH> 145,309
<SECURITIES> 16,693
<RECEIVABLES> 1,159,989
<ALLOWANCES> 0
<INVENTORY> 1,481,122
<CURRENT-ASSETS> 3,156,590
<PP&E> 4,311,864
<DEPRECIATION> 1,662,353
<TOTAL-ASSETS> 8,761,528
<CURRENT-LIABILITIES> 1,910,061
<BONDS> 3,165,082
107,774
0
<COMMON> 263
<OTHER-SE> 2,650,033
<TOTAL-LIABILITY-AND-EQUITY> 8,761,528
<SALES> 2,208,760
<TOTAL-REVENUES> 2,208,760
<CGS> 1,413,121
<TOTAL-COSTS> 1,413,121
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65,844
<INCOME-PRETAX> 284,968
<INCOME-TAX> 105,438
<INCOME-CONTINUING> 179,530
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 179,530
<EPS-PRIMARY> .48
<EPS-DILUTED> .48
</TABLE>
