SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended August 31, 1994
- ---------------------------------------------------------------------------
Commission File Number 1-8862
- ---------------------------------------------------------------------------
MARK IV INDUSTRIES, INC.
- ---------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 23-1733979
- ---------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(716) 689-4972
- ---------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's class of
common stock as of the latest practicable date.
Class Outstanding at September 20, 1994
----- ---------------------------------
Common stock $.01 par value 42,843,008
<PAGE>2
MARK IV INDUSTRIES, INC.
INDEX
-----
Part I. Financial Information Page No.
- ------------------------------ --------
Consolidated Condensed Balance Sheets as of
August 31, 1994 and February 28, 1994 3
Consolidated Statements of Income and Retained Earnings
For the Three Month Periods Ended August 31, 1994 and 1993 4
Consolidated Statements of Income and Retained Earnings
For the Six Month Periods Ended August 31, 1994 and 1993 5
Consolidated Statements of Cash Flows
For the Six Month Periods Ended August 31, 1994 and 1993 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information 11
- ---------------------------
Exhibit Index 13
<PAGE>3
MARK IV INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
August 31, February 28,
1994 1994
ASSETS (Unaudited)
----------- -----------
Current Assets:
Cash $ 700 $ 500
Accounts receivable 298,200 275,100
Inventories 265,300 265,000
Other current assets 47,700 42,100
---------- ----------
Total current assets 611,900 582,700
Pension related and other
non-current assets 146,200 126,300
Property, plant and equipment, net 369,400 365,300
Cost in excess of net assets acquired and
deferred charges 208,000 208,000
---------- ----------
TOTAL ASSETS $1,335,500 $1,282,300
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current
maturities of debt $ 53,000 $ 45,000
Accounts payable 112,600 99,700
Compensation related liabilities 40,500 43,100
Accrued interest 14,800 13,600
Accrued expenses and other liabilities 71,900 67,000
Income taxes payable 8,800 1,500
---------- ----------
Total current liabilities 301,600 269,900
---------- ----------
Long-Term Debt:
Senior debt 178,900 195,000
Subordinated debentures 372,200 372,200
---------- ----------
Total long-term debt 551,100 567,200
---------- ----------
Other non-current liabilities 100,300 99,800
---------- ----------
Stockholders' Equity:
Common stock 400 400
Additional paid-in capital 262,600 261,500
Retained earnings 120,000 88,600
Foreign currency translation adjustment (500) (5,100)
---------- ----------
Total stockholders' equity 382,500 345,400
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,335,500 $1,282,300
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>4
MARK IV INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
For the Three Month Periods Ended August 31, 1994 and 1993
(Amounts in thousands, except per share data)
1994 1993
---- ----
Net sales $357,200 $316,600
-------- --------
Operating costs:
Cost of products sold 232,500 205,800
Selling and administration 65,500 56,700
Research and development 8,000 8,200
Depreciation and amortization 11,800 11,300
-------- --------
Total operating costs 317,800 282,000
-------- --------
Operating income 39,400 34,600
Interest expense 12,400 13,500
-------- --------
Income before provision for taxes 27,000 21,100
Provision for income taxes 10,300 8,000
-------- --------
Net income 16,700 13,100
Retained earnings - beginning of the period 104,500 93,200
Cash dividends of $.0275 and $.024 per share (1,200) (1,000)
-------- --------
Retained earnings - end of the period $120,000 $105,300
======== ========
Net income per share of common stock:
Primary $ .39 $ .31
======== ========
Fully-diluted $ .35 $ .28
======== ========
Weighted average number of shares outstanding:
Primary 42,750 42,317
======= =======
Fully-diluted 51,040 50,630
======= =======
The accompanying notes are an integral part of these financial statements.
<PAGE>5
MARK IV INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
For the Six Month Periods Ended August 31, 1994 and 1993
(Amounts in thousands, except per share data)
1994 1993
---- ----
Net sales $721,000 $604,500
-------- --------
Operating costs:
Cost of products sold 468,600 391,600
Selling and administration 133,300 110,300
Research and development 15,600 15,300
Depreciation and amortization 23,200 19,800
-------- --------
Total operating costs 640,700 537,000
-------- --------
Operating income 80,300 67,500
Interest expense 25,300 24,900
-------- --------
Income before provision for income taxes 55,000 42,600
Provision for income taxes 21,200 15,900
-------- --------
Income before extraordinary items and
cumulative effect of accounting change 33,800 26,700
Extraordinary items, net of tax - (21,700)
Cumulative effect of accounting change - (26,000)
-------- --------
Net income (loss) 33,800 (21,000)
Retained earnings - beginning of the period 88,600 128,300
Cash dividends of $.055 and $.048 per share (2,400) (2,000)
-------- --------
Retained earnings - end of the period $120,000 $105,300
======== ========
Net income per share of common stock:
Primary:
Income before extraordinary items and
accounting change $ .79 $ .63
Extraordinary items - (.51)
Cumulative effect of accounting change - (.62)
-------- --------
Net income (loss) $ .79 $ (.50)
======== ========
Fully-diluted:
Income before extraordinary items and
accounting change $ .71 $ .57
Extraordinary items - (.43)
Cumulative effect of accounting change - (.51)
-------- --------
Net income (loss) $ .71 $ (.37)
======== ========
Weighted average number of shares outstanding:
Primary 42,737 42,276
======== ========
Fully-diluted 51,027 50,589
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>6
MARK IV INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Month Periods Ended August 31, 1994 and 1993
(Dollars in thousands)
1994 1993
---- ----
Cash flows from operating activities:
Income before extraordinary items $ 33,800 $ 26,700
Items not affecting cash:
Depreciation and amortization 23,200 19,800
Pensions and other (5,000) (5,300)
-------- --------
Net cash provided by earnings 52,000 41,200
Other adjustments to reconcile income to
net cash provided by (used in) operating
activities:
Changes in assets and liabilities,
net of effects of businesses acquired:
Accounts receivable (20,600) 7,300
Inventories 2,000 (12,100)
Other assets (5,600) (11,800)
Accounts payable 11,800 (1,800)
Other liabilities 6,100 (11,100)
-------- --------
Net cash provided by operations 45,700 11,700
Extraordinary items, before deferred charges - (30,000)
-------- --------
Net cash provided by (used in)
operating activities 45,700 (18,300)
-------- --------
Cash flows from investing activities:
Acquisitions and divestitures, net (12,700) (31,500)
Purchase of plant and equipment (16,300) (20,400)
-------- --------
Net cash used in investing activities (29,000) (51,900)
-------- --------
Cash flows from financing activities:
Credit agreement borrowings, net (15,300) (8,100)
Purchases of subordinated debt - (190,200)
Issuance of senior subordinated notes - 258,000
Other changes in debt, net 1,000 11,000
Common stock transactions 300 500
Cash dividends paid (2,400) (2,000)
-------- --------
Net cash provided by (used in)
financing activities (16,400) 69,200
-------- --------
Effect of exchange rate fluctuations (100) (200)
-------- --------
Net increase (decrease) in cash 200 (1,200)
Cash and cash equivalents:
Beginning of the year 500 2,700
-------- --------
End of the period $ 700 $ 1,500
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>7
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. In the opinion of the Company's management, the accompanying unaudited
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position
of the Company at August 31, 1994, and the results of its operations and
its cash flows for the three and six month periods ended August 31, 1994
and 1993. Such results are not necessarily indicative of the results to
be expected for the full year.
2. Accounts receivable are presented net of allowances for doubtful
accounts of $19,800,000 and $17,600,000 at August 31, 1994 and February
28, 1994, respectively.
3. Inventories consist of the following components (dollars in thousands):
August 31, February 28,
1994 1994
---- ----
Raw materials, parts and sub-assemblies $ 79,400 $ 67,700
Work-in-process 44,800 43,500
Finished goods 141,100 153,800
-------- --------
Inventories $265,300 $265,000
======== ========
Since physical inventories taken during the year do not necessarily
coincide with the end of a quarter, management has estimated the
composition of inventories with respect to raw materials, work-in-
process and finished goods. It is management's opinion that this
estimate represents a reasonable approximation of the inventory
breakdown as of August 31, 1994. The amounts at February 28, 1994 are
based upon the audited balance sheet at that date.
4. Property, plant and equipment is stated at cost and consists of the
following components (dollars in thousands):
August 31, February 28,
1994 1994
---- ----
Land and land improvements $ 35,800 $ 35,700
Buildings 117,900 115,700
Machinery and equipment 348,600 324,700
-------- --------
Total property, plant and equipment 502,300 476,100
Less accumulated depreciation 132,900 110,800
-------- --------
Property, plant and equipment, net $369,400 $365,300
======== ========
The amounts at February 28, 1994 are based upon the audited balance
sheet at that date.
<PAGE>8
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
5. For purposes of cash flows, the Company considers overnight investments
as cash equivalents. The Company paid interest of approximately
$24,800,000 and $27,000,000 in the six-month periods ended August 31,
1994 and 1993, respectively. Such amounts include $700,000 and
$1,100,000 allocated to the costs of discontinued operations in the six
month periods ended August 31, 1994 and 1993, respectively. The Company
also paid income taxes of approximately $6,100,000 and $10,300,000 in
the six month periods ended August 31, 1994 and 1993, respectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
Net cash provided by earnings was approximately $52,000,000 for the six month
period ended August 31, 1994, an increase of approximately $10,800,000 (26%)
over the six month period ended August 31 1993. As of August 31, 1994, the
Company had working capital of approximately $310,300,000, a decrease of
approximately $2,500,000 (1%) from February 28, 1994.
The Company has borrowing availability under its primary credit agreements of
$226,800,000 and additional availability under its various domestic and
foreign demand lines of credit of approximately $69,800,000 as of August 31,
1994. Long-term debt at August 31, 1994 decreased approximately $16,100,000
from the total amount as of February 28, 1994. As a result, the Company's
long-term debt as a percentage of total capitalization decreased slightly to
59% at August 31, 1994. Further debt reduction will be pursued through the
use of cash generated from operations and reduced working capital
requirements. Management believes that cash generated from operations should
be sufficient to support the Company's working capital requirements and
anticipated capital expenditures for the foreseeable future.
Results of Operations
- ---------------------
The Company classifies its operations in three core business segments: Power
and Fluid Transfer, Transportation, and Professional Audio. The Company's
current business strategy is focused upon the enhancement of its three core
business segments through internal growth, cost control and quality
improvement programs, and strategic acquisitions, with an emphasis on
expanding the Company's international presence.
The results of operations for the three and six month periods ended August 31,
1993 include the results of operations of PTI from its June 2, 1993
acquisition date.
<PAGE>9
Net sales for the three month period ended August 31, 1994 increased
approximately $40,600,000 (13%) over the comparable period last year. The
increase was primarily due to the internal sales growth of the Company's Power
and Fluid Transfer Segment. Sales for this quarter in the Transportation
segment ran ahead of last years sales for the three month period ended August
31, 1993. Sales in the Company's Professional Audio Segment in the current
quarter were comparable to sales levels for the three month period ended
August 31, 1993.
Net sales for the six month period ended August 31, 1994 increased
approximately $116,500,000 (19%) over the six month period ended August 31,
1993. If the sales of PTI in the three month period ended May 31, 1993 had
been included in the results for the six month period ended August 31, 1993,
sales in the current six month period would have increased by approximately
$74,000,000 (11%) over such pro forma results. Excluding the sales of the PTI
business in both periods, the internal sales growth of the Company's Power and
Fluid Transfer segment was primarily responsible for the Company's increased
sales in the current period. Sales in the Company's Transportation and
Professional Audio segments in the current six month period were comparable to
the prior year's six month period.
The cost of products sold as a percentage of consolidated net sales remained
consistent at approximately 65% for the three and six month periods ended
August 31, 1994 as compared to the three and six month periods ended August
31, 1993. Selling and administration costs as a percentage of consolidated
net sales were approximately 18% for each of the three and six month periods
ended August 31, 1994 and 1993.
Research and development costs for the three and six month periods ended
August 31, 1994 were substantially the same as for the three and six month
periods ended August 31, 1993. As a percentage of consolidated net sales,
these expenses remained consistent at approximately 2% in each period. This
consistent level of investment reflects the Company's continuing emphasis on
new product development.
Depreciation and amortization expense increased by $500,000 (4%) for the three
month period ended August 31, 1994 as compared to the three month period ended
August 31, 1993. The increase is due to amortization of the restricted stock
grants made in the second half of fiscal 1994, and an increase in depreciation
resulting from fixed asset additions made in the second half of fiscal 1994.
For the six month period ended August 31, 1994, depreciation and amortization
expense increased by $3,400,000 (17%) as compared to the six month period
ended August 31, 1993. This increase is primarily due to the PTI acquisition
which occurred in the second quarter of fiscal 1994. The increase is also due
to the amortization of the restricted stock grants made in the second half of
fiscal 1994, and the increase in depreciation resulting from fixed asset
additions made in the second half of fiscal 1994.
Interest expense for the three month period ended August 31, 1994 decreased by
approximately $1,100,000 (8%) as compared to the three month period ended
August 31, 1993. The decrease is due to a decrease in the weighted average
debt outstanding, and a slightly lower weighted average interest rate
resulting from decreases in the rates of foreign debt, offset somewhat by a
higher rate on the U.S. debt.
<PAGE>10
Interest expense for the six month period ended August 31, 1994 increased by
approximately $400,000 (2%) as compared to the six month period ended August
31, 1993. This increase is due to the increased interest expense related to
the PTI acquisition, offset somewhat by the benefits of reduced debt levels
and a slightly lower weighted average interest rate.
The Company's provision for income taxes as a percentage of pre-tax accounting
income for the three and six month periods ended August 31, 1994, increased as
compared to the comparable periods last year, primarily as a result of
increased income in foreign locations with higher statutory tax rates than in
the U.S.
As a result of all of the above, the Company's income before special items for
the three and six month periods ended August 31, 1994 increased $3,600,000
(27%) and $7,100,000 (27%), respectively over the comparable periods last
year.
As a result of the debt extinguishment in the first quarter of fiscal 1994,
the Company incurred extraordinary losses, net of related tax benefits, of
$21,700,000. Additionally, the Company's adoption of SFAS No. 106 in the
first quarter of fiscal 1994 resulted in the recognition of a net of tax
charge of $26,000,000 which was recorded as a cumulative effect of an
accounting change. The two special charges resulted in a net loss of
$21,000,000 in the six month period ended August 31, 1993 in comparison to the
net income of $33,800,000 earned in the six month period ended August 31,
1994.
Impact of Inflation
- -------------------
Generally, the Company has been able to pass on inflation-related cost
increases; consequently, inflation has had no material impact on income from
operations.
<PAGE>11
Part II. OTHER INFORMATION
- ---------------------------
Items 1, 2, 3 and 5 are inapplicable and have been omitted.
Item 4 - Results of Votes of Security Holders
- ---------------------------------------------
On July 20, 1994 the Annual Meeting of Stockholders of the Company was
held. At this meeting, the stockholders voted on the following matters:
(1) Joseph G. Donohoo was elected to serve as a Class I Director until
the 1997 Annual Meeting. Mr. Donohoo was elected with 37,399,881
shares voting for his election; no shares voting against his
election; and 299,657 shares withholding authority.
The following is a list of directors whose term of office
continued after the meeting:
Sal H. Alfiero
Clement R. Arrison
Gerald S. Lippes
Joseph G. Donohoo
Herbert Roth, Jr.
(2) To consider and take action upon the proposed Mark IV Industries,
Inc. and Subsidiaries 1992 Incentive Stock Option Plan as amended
and restated effective March 30, 1994.
The plan was passed with 35,407,317 shares voting for the
proposal; 1,962,979 shares voting against the proposal and 329,242
shares abstaining.
(2) To consider and take action upon the proposed Mark IV Industries,
Inc. 1992 Restricted Stock Plan as amended and restated effective
March 30, 1994.
The plan was passed with 34,910,378 shares voting for the
proposal; 2,465,176 shares voting against the proposal and 323,984
shares abstaining.
Item 6(a) - Exhibits
- --------------------
Exhibit No.
11 Statement Regarding Computation of Per Share Earnings
27 Financial Data Schedule
Item 6(b) Reports on Form 8-K
- -----------------------------
None
<PAGE>12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARK IV INDUSTRIES, INC.
Registrant
DATE: September 26, 1994 /s/ Sal H. Alfiero
------------------ ------------------------
Sal H. Alfiero
Chairman of the Board
DATE: September 26, 1994 /s/ Clement R. Arrison
------------------ ------------------------
Clement R. Arrison
President
DATE: September 26, 1994 /s/ William P. Montague
------------------ ------------------------
William P. Montague
Executive Vice President
and Chief Financial Officer
DATE: September 26, 1994 /s/ John J. Byrne
------------------ ------------------------
John J. Byrne
Vice President-Finance
DATE: September 26, 1994 /s/ Richard L. Grenolds
------------------ ------------------------
Richard L. Grenolds
Vice President and
Chief Accounting Officer
<PAGE>13
EXHIBIT INDEX
Description
- -----------
Page No.
-------
11 Statement Regarding Computation of Per Share Earnings 14
27 Financial Data Schedule 16
EXHIBIT 11
MARK IV INDUSTRIES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
For the Three and Six Month Periods Ended August 31, 1994 and 1993
(Amounts in thousands, except per share data)
Three Months Six Months
Ended August 31, Ended August 31,
---------------- ----------------
1994 1993 1994 1993
---- ---- ---- ----
PRIMARY
Shares outstanding:
Weighted average number of
shares outstanding 42,750 42,317 42,737 42,276
Net effect of dilutive stock
options (1) 311 351 289 330
------- ------- ------- -------
Total 43,061 42,668 43,026 42,606
======= ======= ======= =======
Income before extraordinary items
and cumulative effect of a change
in accounting principle $16,700 $13,100 $ 33,800 $26,700
======= ======= ======== =======
Income per share before extraordinary
items and cumulative effect of a
change in accounting principle (2) $ .39 $ .31 $ .79 $ .63
======= ======= ======== =======
Extraordinary items $ - $ - $ - $(21,700)
======= ======= ======== ========
Loss per share from extraordinary
items (2) $ - $ - $ - $ (.51)
======= ======= ======== ========
Cumulative effect of a change in
accounting principle $ - $ - $ - $(26,000)
======= ======= ======== ========
Loss per share from cumulative
effect of a change in accounting
principle (2) $ - $ - $ - $ (.61)
======= ======= ======== ========
Net income (loss) $16,700 $13,100 $33,800 $(21,000)
======= ======= ======== ========
Net income (loss) per share (2) $ .39 $ .31 $ .79 $ (.49)
======= ======= ======== ========
<PAGE>2
Three Months Six Months
Ended August 31, Ended August 31,
---------------- ----------------
1994 1993 1994 1993
---- ---- ---- ----
FULLY-DILUTED
Shares outstanding:
Weighted average number of
shares outstanding 42,750 42,317 42,737 42,276
Shares issuable upon conversion of
the Company's 6-1/4% Convertible
Subordinated Debentures 7,944 7,952 7,944 7,952
Net effect of dilutive stock
options (1) 346 361 346 361
------- ------- ------- -------
Total 51,040 50,630 51,027 50,589
======= ======= ======= =======
Income before extraordinary items and
cumulative effect of a change in
accounting principle $16,700 $13,100 $ 33,800 $26,700
Interest on Convertible Subordinated
Debentures, less tax effect $ 1,100 $ 1,200 $ 2,200 $ 2,400
------- ------- -------- -------
Income applicable to fully-diluted
shares, before extraordinary items
and cumulative effect of a change
in accounting principle $17,800 $14,300 $ 36,000 $29,100
======= ======= ======== =======
Income per share before extraordinary
items and cumulative effect of a
change in accounting principle $ .35 $ .28 $ .71 $ .57
======= ======= ======== =======
Extraordinary items $ - $ - $ - $(21,700)
======= ======= ======== ========
Loss per share from
extraordinary items $ - $ - $ - $ (.43)
======= ======= ======== =======
Cumulative effect of a change in
accounting principle $ - $ - $ - $(26,000)
======= ======= ======== ========
Loss per share from cumulative
effect of a change in accounting
principle $ - $ - $ - $ (.51)
======= ======= ======= ========
Net income (loss) $17,800 $14,300 $36,000 $(18,600)
======= ======= ======= ========
Net income (loss) per share $ .35 $ .28 $ .71 $ (.37)
======= ======= ======= ========
- ------------------------------------
(1) The net effects for the three and six month periods ended August 31,
1994 and 1993 are based upon the treasury stock method using the average
market price during the periods for the primary amounts, and the higher
of the average market price or the market price at the end of the period
for the fully-diluted amounts.
(2) Primary earnings per share have been reported in the Company's
financial statements based only upon the shares of common stock
outstanding, since the dilutive effect of the stock options
is not considered to be material.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Mark IV Industries, Inc. and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-2
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-END> AUG-31-1994
<CASH> 700
<SECURITIES> 0
<RECEIVABLES> 318,000
<ALLOWANCES> 19,800
<INVENTORY> 265,300
<CURRENT-ASSETS> 611,900
<PP&E> 502,300
<DEPRECIATION> 132,900
<TOTAL-ASSETS> 1,335,500
<CURRENT-LIABILITIES> 301,600
<BONDS> 551,100
<COMMON> 400
0
0
<OTHER-SE> 382,100
<TOTAL-LIABILITY-AND-EQUITY> 1,335,500
<SALES> 721,000
<TOTAL-REVENUES> 721,000
<CGS> 468,600
<TOTAL-COSTS> 640,700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,300
<INCOME-PRETAX> 55,000
<INCOME-TAX> 21,200
<INCOME-CONTINUING> 33,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,800
<EPS-PRIMARY> .79
<EPS-DILUTED> .71
</TABLE>
