<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains first quarter summary financial information extracted
from Mississippi Chemical Corporation fiscal 1996 first quarter Form 10-Q and is
qualified in its entirety by reference to such Form 10-Q filing.
</LEGEND>
<CIK> 0000066895
<NAME> MISSISSIPPI CHEMICAL CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1995
<CASH> 32,031
<SECURITIES> 0
<RECEIVABLES> 37,382
<ALLOWANCES> 1,200
<INVENTORY> 47,599
<CURRENT-ASSETS> 122,464
<PP&E> 391,437
<DEPRECIATION> 268,774
<TOTAL-ASSETS> 311,780
<CURRENT-LIABILITIES> 54,013
<BONDS> 0
<COMMON> 229
0
0
<OTHER-SE> 225,987
<TOTAL-LIABILITY-AND-EQUITY> 311,780
<SALES> 96,570
<TOTAL-REVENUES> 96,584
<CGS> 66,802
<TOTAL-COSTS> 79,685
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 200,000
<INTEREST-EXPENSE> (55)
<INCOME-PRETAX> 16,954
<INCOME-TAX> 7,250
<INCOME-CONTINUING> 9,704
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,704
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0
</TABLE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d)
Of The Securities Exchange Act of 1934
For Quarter Ended September 30, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1995
Commission File Number 2-7803
MISSISSIPPI CHEMICAL CORPORATION
Organized in the State of Mississippi
Identification No. 64-0292638
P. O. Box 388, Yazoo City, Mississippi 39194
Telephone No. 601+746-4131
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
classes of common stock, as of the latest practicable date.
Class Number of Shares
Common Stock, $0.01 par value 22,148,450
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION
AND SUBSIDIARIES
INDEX
Page
Number
PART I. FINANCIAL INFORMATION:
Item 1. Consolidated Financial Statements
Consolidated Statements of Income 3
Three months ended September 30,
1995 and 1994
Consolidated Balance Sheets 4
September 30, 1995 and June 30, 1995
Consolidated Statements of Shareholders' Equity 5
Fiscal Year Ended June 30, 1995
and Three months ended
September 30, 1995
Consolidated Statements of Cash Flows 6
Three months ended September 30,
1995 and 1994
Notes to Consolidated Financial Statements 7 - 8
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 9 - 12
PART II. OTHER INFORMATION:
Item 6(a). Exhibits 13
Item 6(b). Reports on Form 8-K 13
Signatures 13
<PAGE>
<TABLE>
MISSISSIPPI CHEMICAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three months ended
September 30,
---------------------
1995 1994
-------- --------
(Dollars in thousands)
<S> <C> <C>
Net sales $ 96,570 $ 72,751
Operating expenses:
Cost of products sold 66,802 51,415
Selling 6,863 5,630
General and administrative 6,020 4,830
-------- --------
79,685 61,875
-------- --------
Operating income 16,885 10,876
Other (expense) income:
Interest, net 55 (800)
Other 14 (437)
-------- --------
Income before income taxes 16,954 9,639
Income tax expense 7,250 3,863
-------- ---------
Net income $ 9,704 $ 5,776
======== =========
Earnings per share
(see Note 2) $ 0.43 $ 0.27
======== =========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI CHEMICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, June 30,
1995 1995
------------ ---------
(Dollars in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 32,031 $ 29,617
Accounts receivable 36,182 30,424
Inventories:
Finished products 16,074 19,817
Raw materials and supplies 8,169 6,740
Replacement parts 23,356 23,758
-------- ---------
Total inventories 47,599 50,315
Prepaid expenses and other
current assets 4,464 3,012
Deferred income taxes 2,188 1,929
-------- --------
Total current assets 122,464 115,297
Investments and other assets:
Investments 4,319 4,087
Other 9,415 10,275
-------- --------
Total investments and
other assets 13,734 14,362
Properties held for sale 52,919 52,919
Property, plant and equipment,
at cost 391,437 384,331
Less accumulated depreciation,
depletion and
amortization (268,774) (264,694)
-------- --------
Net property, plant and
equipment 122,663 119,637
-------- --------
$311,780 $302,215
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Long-term debt due within
one year $ 175 $ 775
Accounts payable 40,539 31,520
Accrued liabilities 7,123 8,799
Income tax payable 6,176 3,413
-------- --------
Total current
liabilities 54,013 44,507
Long-term debt 34 2,478
Other long-term liabilities and
deferred credits 17,640 15,167
Deferred income taxes 13,877 12,756
Shareholders' equity 226,216 227,307
-------- --------
$311,780 $302,215
======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI CHEMICAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
SEPTEMBER 30, 1995
(Dollars in thousands)
Cooperative Additional Capital Retained
Common Common Paid-In Equity Earnings Treasury
Stock Stock Capital Credits (Deficit) Stock Total
----------- ------ ---------- ------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balances,
July 1, 1994 $28,392 $ - $66,848 $62,352 $(14,636) $ - $142,956
Conversion
of
cooperative
stock (26,375) 155 26,220 - - - -
Conversion
of capital
equity
credits and
allocated
surplus
accounts - 41 42,723 (62,352) 19,588 - -
Redemptions (2,017) (1) (4,095) - - - (6,113)
------- ----- ------- ------- ------- ------- --------
Subtotal - 195 131,696 - 4,952 - 136,843
Stock issued - 34 46,636 - - - 46,670
Cash dividends
paid - - - - (3,662) - (3,662)
Net income - - - - 52,230 - 52,230
Treasury stock
purchased - - - - - (4,774) (4,774)
------- ------ -------- ------- ------- ------- --------
Balances,
June 30,
1995 - 229 178,332 - 53,520 (4,774) 227,307
Net income - - - - 9,704 - 9,704
Cash dividends
paid - - - - (1,776) - (1,776)
Shares
reissued - - 32 - - 82 114
Treasury
stock
purchased - - - - - (9,133) (9,133)
------- ------ -------- ------- ------- -------- --------
Balances,
September
30, 1995 $ - $ 229 $178,364 $ - $61,448 $(13,825) $226,216
======= ====== ======== ======= ======= ======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI CHEMICAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended
September 30,
--------------------
1995 1994
-------- ---------
(Dollars in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 9,704 $ 5,776
Reconciliation of net income to net cash
provided by operating activities:
Net change in operating assets and
liabilities 5,776 (7,978)
Depreciation, depletion and
amortization 4,145 3,921
Deferred income taxes 862 3,608
Other 627 (213)
-------- --------
Net cash provided by operating activities 21,114 5,114
Cash flows from investing activities:
Purchase of property, plant and equipment (6,355) (2,819)
Proceeds received from option 2,000 3,000
Payments for newsprint contract obligations - (8,751)
Other (394) 265
-------- --------
Net cash used by investing activities (4,749) (8,305)
Cash flows from financing activities:
Debt payments (3,042) (91,643)
Debt proceeds - 54,625
Purchase of treasury stock (9,133) -
Cash dividends paid (1,776) -
Issuance of common stock - 47,401
Conversion of common stock - (4,487)
-------- --------
Net cash (used) provided by financing
activities (13,951) 5,896
-------- --------
Net increase in cash and cash equivalents 2,414 2,705
Cash and cash equivalents -
beginning of period 29,617 23,219
-------- --------
Cash and cash equivalents -
end of period $ 32,031 $ 25,924
======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
MISSISSIPPI CHEMICAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - INTERIM FINANCIAL STATEMENTS
The accompanying consolidated financial statements of Mississippi Chemical
Corporation and its subsidiaries ("the Company") have been prepared by the
Company, without audit. In the opinion of the Company's management, the
financial statements reflect all adjustments necessary to present fairly the
results of operations for the three-month periods ended September 30, 1995 and
1994, the Company's financial position at September 30, 1995 and June 30, 1995,
the cash flows for the three-month periods ended September 30, 1995 and 1994,
and the consolidated statements of shareholders' equity as of September 30,
1995. These adjustments are of a normal recurring nature, which are, in the
opinion of management, necessary for a fair presentation of the financial
position and results of operations for the interim periods.
Certain notes and other information have been condensed or omitted from the
interim financial statements presented in the Quarterly Report on Form 10-Q.
Therefore, these financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
June 30, 1995, audited financial statements.
Due to the seasonal nature of the Company's business, the results for the
first quarter of 1995 are not necessarily indicative of the operating results
for the full fiscal year.
NOTE 2 - EARNINGS PER SHARE
The number of shares used in the earnings per share computation are the
weighted average number of common shares outstanding plus dilutive common share
equivalents as follows:
September 30, September 30,
1995 1994
------------ -------------
Common shares outstanding,
net of treasury shares 22,285,802 21,106,717
Common stock equivalents for
employee stock options 63,182 18,469
---------- ----------
22,348,984 21,125,186
========== ==========
In July 1995, the Company's board of directors declared a regular quarterly
cash dividend of $.08 per common share outstanding. This dividend was paid on
August 18, 1995, to shareholders of record as of August 1, 1995.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
During 1990, the Company entered into an agreement granting a third party
the exclusive option, for a period of four years, to purchase the Company's
undeveloped phosphate rock property of approximately 12,000 acres in Hardee
County, Florida. As of July 12, 1994, the Company and the option holder entered
into new agreements with respect to this property whereby the Company conveyed a
portion of the property to the third party and granted to the third party the
exclusive option to purchase the remaining portion of the property. In
addition, the Company was granted a put option whereby the Company has the right
and option to sell the remaining portion of the property to the third party if
the third party does not exercise its option to purchase the remaining property
and was granted an exclusive option to repurchase the previously conveyed
portion in the event the third party does not exercise its option and the
Company does not exercise its put option. The third party's option will expire
on January 16, 1998. The Company's put option will expire six months after the
third party's option expires, and its repurchase option will expire one year
after the Company's put option expires. These properties are classified as
property held for sale at September 30, 1995 and June 30, 1995.
In December 1994, the Company signed a letter of intent with Farmland
Industries, Inc. to enter into a 50-50 joint venture to construct and operate a
2,000 short-ton-per-day anhydrous ammonia plant to be located in Trinidad. The
project is expected to cost approximately $330 million. Startup of the facility
is scheduled for 1998. The Company intends to use the majority of its portion
of the production from the new facility, expected to be in excess of 350,000
tons per year, primarily as a raw material for upgrading into finished
fertilizer products at its existing facilities.
At September 30, 1995, the Company had outstanding commitments to various
customers for the sale of approximately 340,000 tons of nitrogen solutions.
These customers have prepaid for this tonnage, and at September 30, the Company
had recorded on its balance sheet a liability related to these commitments.
NOTE 4 - CHANGE IN ACCOUNTING PRINCIPLE
Effective July 1, 1995, the Company changed its method of depreciating
newly acquired long-lived assets from the declining balance method to the
straight line method. This change in accounting principle did not have a
material effect on the Company's financial statements for the quarter ended
September 30, 1995.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following discussion and analysis should be read in conjunction with
the attached consolidated financial statements and notes thereto, and with the
Company's audited financial statements and notes thereto for the fiscal year
ended June 30, 1995.
The usage of fertilizer in the Company's trade territory is highly
seasonal, and the Company's quarterly results reflect the fact that in the
Company's markets significantly more fertilizer is purchased in the spring.
Significant portions of the Company's net sales and operating income are
generated in the last four months of the Company's fiscal year (March through
June). Since interim period operating results reflect the seasonal nature of
the Company's business, they are not indicative of results expected for the full
fiscal year. In addition, quarterly results can vary significantly from year to
year primarily as a result of weather-related shifts in planting schedules and
purchase patterns. The Company incurs substantial expenditures for fixed costs
throughout the year and substantial expenditures for inventory in advance of the
spring planting season.
The Company's results of operations for the quarter ended September 30,
1995, were favorably impacted by increased sales volumes for nitrogen
fertilizers due to strong fall demand and a carryover effect caused by slow
product movement resulting from adverse weather conditions in May and June of
1995. Also during the quarter, the current favorable worldwide supply/demand
balance for nitrogen and DAP fertilizers caused sales prices to increase. This
favorable balance is expected to continue through the current fiscal year.
In May 1995, the Board of Directors authorized the repurchase of up to
1,500,000 shares of the Company's common stock in the open market or in
privately negotiated transactions. As of September 30, 1995, the Company had
repurchased 755,000 shares pursuant to that authorization.
RESULTS OF OPERATIONS
Following are summaries of the Company's sales results by product
categories:
Quarter Ended
September 30,
----------------------
1995 1994
------- -------
(in thousands)
Net Sales:
Nitrogen $55,763 $39,322
DAP 32,456 27,352
Potash 6,980 5,692
Other 1,371 385
------- -------
Net Sales $96,570 $72,751
======= =======
Quarter Ended
September 30,
--------------------
1995 1994
------- ------
(in thousands)
Tons Sold:
Nitrogen 419 340
DAP 190 182
Potash 102 78
Quarter Ended
September 30,
--------------------
1995 1994
------- ------
Average Price Per Ton:
Nitrogen $ 133 $ 116
DAP $ 171 $ 150
Potash $ 68 $ 73
NET SALES. Net sales increased 32.7% from $72.8 million for the quarter
ended September 30, 1994, to $96.6 million for the quarter ended September 30,
1995, primarily as a result of increased sales volumes for nitrogen fertilizers
and potash and higher sales prices for nitrogen fertilizers and DAP. Nitrogen
fertilizer sales increased 41.8% as a result of a 23.2% increase in tons sold
and a 15.1% increase in the average price per ton. Sales of DAP increased 18.7%
as a result of a 4.0% increase in tons sold and a 14.1% increase in the average
price per ton. Potash sales increased 22.6% as a result of a 31.5% increase in
tons sold offset by a 6.8% decrease in the average price per ton.
COST OF PRODUCTS SOLD. Cost of products sold increased from $51.4 million
for the quarter ended September 30, 1994, to $66.8 million for the quarter ended
September 30, 1995. As a percentage of net sales, cost of products sold
decreased from 70.7% to 69.2%. This decrease, as a percentage of net sales,
reflects increased sales prices for nitrogen and DAP products partially offset
by an increase in the cost per ton of DAP and nitrogen fertilizers. Nitrogen
fertilizer cost per ton increased due to increased purchases of ammonia and
urea, higher maintenance and labor costs, partially offset by lower prices paid
for natural gas during the current year quarter. Maintenance and labor costs
were higher in the current quarter due to the Company's biennial maintenance
turnaround at its Yazoo City facility which began in late September. DAP costs
per ton increased as a result of higher raw material costs, primarily phosphate
rock. Phosphate rock costs increased due to the Company's phosphate rock supply
contract which bases the price of phosphate rock on the phosphate rock costs
incurred by certain domestic phosphate producers and the financial performance
of the Company's phosphate operations. Potash costs per ton did not change
significantly for the quarter ended September 30, 1995.
SELLING EXPENSES. Selling expenses increased from $5.6 million for the
quarter ended September 30, 1994, to $6.9 million for the quarter ended
September 30, 1995, reflecting higher sales volumes. As a percentage of net
sales, selling expenses decreased from 7.7% to 7.1%. Factors causing this
decrease were increased sales prices for nitrogen and DAP products partially
offset by higher delivery and storage costs during the current quarter due to
the Company shipping more of its nitrogen products from its outlying storage
facilities.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased from $4.8 million for the quarter ended September 30, 1994, to $6.0
million for the quarter ended September 30, 1995. This increase was primarily
the result of increased employee incentives related to income levels, an
increase in reserves for uncollectible accounts and a decrease in service fees
received from a former subsidiary which reduced the Company's general and
administrative expenses in the prior year. As a percentage of net sales,
general and administrative expenses decreased from 6.6% for the quarter ended
September 30, 1994 to 6.2% for the quarter ended September 30, 1995.
OPERATING INCOME. As a result of the above factors, operating income
increased from $10.9 million for the quarter ended September 30, 1994, to $16.9
million for the quarter ended September 30, 1995, a 55.3% increase.
INTEREST, NET. Net interest income for the quarter ended September 30,
1995, was $55,000 compared to interest expense of $800,000 for the quarter ended
September 30, 1994. This change is primarily the reflection of lower interest
expense incurred during the current quarter resulting from lower levels of
borrowings. The Company repaid most of its debt during the prior fiscal year
from the proceeds of an initial stock offering in August 1994. The Company also
experienced higher interest income during the current quarter due to increased
levels of investments and higher rates earned on these investments.
INCOME TAX EXPENSE. Income tax expense increased from $3.9 million for the
quarter ended September 30, 1994, to $7.3 million for the quarter ended
September 30, 1995, reflecting higher earnings during the current year quarter.
NET INCOME. As a result of the foregoing, net income increased from $5.8
million for the quarter ended September 30, 1994, to $9.7 million for the
quarter ended September 30, 1995.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995, the Company had cash and cash equivalents of $32.0
million, compared to $29.6 million at June 30, 1995, an increase of $2.4
million.
OPERATING ACTIVITIES. For the quarters ended September 30, 1995 and 1994,
net cash provided by operating activities was $21.1 million and $5.1 million,
respectively.
INVESTING ACTIVITIES. Net cash used by investing activities was $4.7
million for the quarter ended September 30, 1995, and $8.3 million for the
quarter ended September 30, 1994, primarily reflecting capital expenditures in
those periods partially offset by the receipt of option payments relating to the
Company's Florida phosphate rock properties. The prior year quarter also
includes an $8.8 million payment made to a former subsidiary to terminate a
newsprint purchase contract.
Capital expenditures were $6.4 million during the quarter ended September
30, 1995. These expenditures were for improvements and modifications to the
Company's facilities.
FINANCING ACTIVITIES. Net cash used by financing activities was $14.0
million for the quarter ended September 30, 1995, and net cash provided by
financing activities was $5.9 million for the quarter ended September 30, 1994.
During the current quarter, the amounts used by financing activities included
$9.1 million for the purchase of treasury stock and $1.8 million in cash
dividends. The Company also paid $3.0 million in debt payments which included
$2.4 million in prepayments.
During the prior year quarter, the amounts provided by financing activities
included $47.4 million proceeds received from a stock offering in August 1994.
These proceeds were subsequently used to prepay a portion of the Company's long-
term debt. Also during the prior year quarter, the Company paid $4.5 million to
its shareholders related to the reorganization of the Company.
The Company and its subsidiaries have commitments from various banks for
short-term borrowings up to $20.0 million, which includes $15.0 million from
NationsBank Corporation. At September 30, 1995, there were no short-term
borrowings outstanding on these commitments. At September 30, 1994, the Company
had short-term borrowings outstanding of $7.8 million.
In addition to its short-term lines, the Company also has a $50.0 million
long-term revolving credit facility with NationsBank Corporation that bears
interest at the prime rate or for fixed periods at interest rates related to the
London Interbank Offered Rates or U.S. Treasury notes. At September 30, 1995,
there was no balance outstanding on this facility. The amounts borrowed under
the Company's credit lines vary based on the Company's seasonal requirements.
The Company had no outstanding borrowings under either the short-term line or
the revolving credit facility during the quarter ended September 30, 1995.
The Company believes that existing cash, cash generated from operations and
available lines of credit will be sufficient to satisfy its financing needs for
the foreseeable future.
PART II - OTHER INFORMATION
Item 6(a). EXHIBITS.
Exhibits filed as part of this report are listed below.
SEC Exhibit
Reference No. Description
18 Letter dated October 16, 1995 from Arthur
Andersen LLP regarding change in accounting
principles.
27 Financial Data Schedule.
Item 6(b). REPORTS ON FORM 8-K.
No reports on Form 8-K have been filed during the quarter for which this
report is filed.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MISSISSIPPI CHEMICAL CORPORATION
Date: October 17, 1995 /s/ William F. Hawkins
--------------------------------
William F. Hawkins
Senior Vice President - Finance
and Administration
Date: October 17, 1995 /s/ Rosalyn B. Glascoe
--------------------------------
Rosalyn B. Glascoe
Corporate Secretary
October 16, 1995
Mr. William F. Hawkins
Senior Vice President - Finance
and Administration
Mississippi Chemical Corporation
Post Office Box 388
Highway 49 East
Yazoo City, Mississippi 39194
RE: Form 10-Q Report for the Quarter Ended September 30, 1995
Dear Mr. Hawkins:
This letter is written to meet the requirements of Regulation S-K calling for a
letter from a registrant's independent accountants whenever there has been a
change in accounting principle or practice.
We have been informed that as of July 1, 1995, Mississippi Chemical Corporation
(the "Company"), changed from the declining balance method of accounting for
depreciation to the straight-line method for assets placed into service after
June 30, 1995. According to the management of the Company, this change was made
to follow the depreciation method used by the industry in which the Company
operates and to better match the depreciation expense of depreciable assets to
that of the period of utility to the Company.
A complete coordinated set of financial and reporting standards for determining
the preferability of accounting principles among acceptable alternative
principles has not been established by the accounting profession. Thus, we
cannot make an objective determination of whether the change in accounting
described in the preceding paragraph is to a preferable method. However, we
have reviewed the pertinent factors, including those related to financial
reporting, in this particular case on a subjective basis, and our opinion stated
below is based on our determination made in this manner.
We are of the opinion that the Company's change in method of accounting is to an
acceptable alternative method of accounting which, based upon the reasons stated
for the change and our discussions with you, is also preferable under the
circumstances in this particular case. In arriving at this opinion, we have
relied on the business judgment and business planning of your management.
We have not audited the application of this change to the financial statements
of any period subsequent to June 30, 1995. Further, we have not examined and do
not express any opinion with respect to your financial statements for the three
months ended September 30, 1995.
Very truly yours,
ARTHUR ANDERSEN LLP
