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
_____TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended For the transition period from ___to___
September 30, 1995 Commission file number 0-6265
MULTIMEDIA, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0173540
_______________________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
305 South Main Street, Greenville, South Carolina 29601
__________________________________________________ ________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (803) 298-4373
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 require-
ments for the past 90 days.
Yes X No___
The number of shares outstanding for each of the issuer's classes of common
stock, as of September 30, 1995:
Common Stock, $.10 par value
37,877,678 shares outstanding
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements.
The following consolidated financial statements are incorporated by reference
from the Report to Shareholders for the quarter ended September 30, 1995.
Consolidated Statements of Earnings, three months and nine months ended
September 30, 1995 and 1994.
Consolidated Balance Sheets as of September 30, 1995 and December 31,
1994.
Consolidated Statements of Cash Flows, nine months ended September 30,
1995 and 1994.
The information furnished reflects all adjustments consisting of normally
recurring accruals which are, in the opinion of management, necessary to a
fair statement of the results for the interim period.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Discussion regarding the Company's financial condition and results of
operations for the quarter ended September 30, 1995 is included in the Report
to Shareholders attached hereto as an exhibit and incorporated herein by
reference.
Multimedia's net earnings totaled $20.9 million for the quarter that ended on
September 30, 1995, and earnings per share were $.54. These results
represent decreases of 31.5% and 32.5%, respectively, from those reported for
the third quarter of last year. The 1994 third quarter results included an
after-tax gain of $13.4 million, or $.35 per share, on the sale of the
Company's wireless cable systems and an after-tax loss of $1.8 million, or
$.05 per share, on the closing of Multimedia's television movie production
business. If the results from these divested operations were excluded from
the 1994 third quarter results, net earnings and earnings per share would
reflect increases of 10.2% and 8.0%, respectively.
Net earnings for the first nine months of 1995 were $56.9 million and
earnings per share were $1.47, decreases of 15.4% and 16.5%, respectively,
from the first nine months of 1994. If the results from divested operations
were excluded from the 1994 year-to-date results, earnings and earnings per
share would show increases of 6.1% and 4.3%, respectively. Revenues for the
first nine months of 1995 were $489.6 million, 6.8% higher than the
corresponding period of the previous year. Excluding costs associated with
the launch of NEWSTALK TELEVISION, Multimedia's news-based cable service
launched in October 1994, operating profits increased 18.1% for the quarter
and 15.3% for the nine-month period over the corresponding periods of 1994.
The increase in production costs over 1994 for both the quarter and nine-month
period results from the launch of NEWSTALK TELEVISION.
The increase in revenue of the newspaper division for both the quarter and
the nine-month period over last year was primarily due to advertising revenue
increases caused primarily by both rate and volume growth in local and
classified advertising and, to a lesser extent, due to increases in
circulation revenue.
The broadcasting division revenues were 12.4% ahead of last year's results
for the quarter and 12.5% ahead year-to-date. These increases principally
resulted from a healthy advertising climate and strong ratings positions at
the Company's five television stations.
<PAGE>
The increase in revenue of the cable division resulted primarily from an
increase in subscribers to approximately 454,000. Excluding the impact of
the wireless cable operations sold in August 1994, Cable division revenues
increased 10.2% for the third quarter and 7.7% for the first nine months of
1995 as compared to the corresponding periods of 1994.
For the quarter, the entertainment division's revenues decreased 4.4% to
$33.4 million as compared to the same quarter in 1994, reflective of the
increased competition in the talk show marketplace and a decrease in the
number of daily programs telecast by Multimedia. The increase in the number
of programs competing for daytime audience shares continues to decrease
ratings for the long-running shows. Excluding costs associated with the
launch of NEWSTALK TELEVISION, operating profit for the Entertainment
division was down 13.6% for the third quarter and 14.5% for the nine months
as compared to the same period in 1994.
The Security revenue increase is primarily due to increases in the number of
customers to approximately 82,000 customers at September 30, 1995.
There have been no material adverse changes in the Registrant's financial
condition during the quarter ended September 30, 1995, and reference is made
to management's discussion and analysis relating to liquidity and capital
resources which appeared on pages 17-21 of the Company's 1994 Annual Report.
On July 24, 1995, Gannett Co., Inc. and Multimedia, Inc. entered into a
merger agreement by which Gannett will acquire Multimedia. Closing of the
transaction is conditioned on, among other things, shareholder approval,
receipt of the Federal Communications Commission approvals, and the Company's
debt not exceeding a specified level on the second business day prior to the
closing of the transaction. A special shareholder meeting to approve the
transaction is scheduled for November 15, 1995, at 11:00 a.m., in Greenville,
S.C. A proxy statement relating to the special meeting, which includes a
copy of the merger agreement, was mailed to shareholders on October 6, 1995.
The Company and its directors were named as defendants in two purported class
actions in the Court of Common Pleas for the County of Greenville, South
Carolina, captioned Cooperman v. Multimedia Inc., et al., C.A. No.
95-CP-23-1708, and Zaffos v. Multimedia, Inc., et al., C.A. No. 95-CP-23-1709
(the "State Court Actions"). The complaints in the State Court Actions were
filed in June 1995, were substantially identical and alleged that the Company's
directors breached their fiduciary duties by "favoring" an alleged
acquisition proposal by one particular group and thus failing to adequately
explore the strategic alternatives available to the Company, and sought
damages and equitable relief. By order entered September 12, 1995, the State
Court Actions were dismissed on the grounds that they were not ripe for
adjudication and were moot. The plaintiffs in the State Court Actions have
filed notices of appeal of such Actions. In addition, such plaintiffs have
filed a purported class action, which includes as defendants the Company and
its directors, in the United States District Court for the Southern District
of New York, captioned Zaffos and Cooperman v. Multimedia, Inc., et al., C.A.
No. 95 CIV. 9159. The complaint therein was filed on or about October 25,
1995 and alleges, among other things, that the Company's directors breached
their fiduciary duties by failing to implement a fair auction or other
bidding mechanism necessary to ensure that the shareholders of the Company
received the highest possible price for their shares and alleges that the
Company and directors violated federal securities laws in connection with
disclosures concerning the value of the Company and the possibility of
alternative transactions.
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings.
For a description of certain legal proceedings, see the last paragraph of
Part I, Item 2 above, which material is incorporated herein by reference.
Item 6 - Exhibits and Reports on Form 8-K.
(a) Exhibits:
4.3.1. Amendment, dated as of July 24, 1995, to that certain
Rights Agreement, dated as of September 6, 1989, by and
between the Company and Wachovia Bank of North Carolina,
N.A., successor rights agent to South Carolina National
Bank: Incorporated by reference to Exhibit (3) to Company's
Form 8-K filed with the Securities and Exchange Commission
on July 26, 1995 (the "July 1995 8-K").
10.21. Agreement and Plan of Merger dated as of July 24, 1995, by
and among Gannett Co., Inc., Gannett Multimedia Acquisition
Subsidiary, Inc. (formerly known as Multimedia Talk
Channel, Inc.) and Multimedia, Inc.: Incorporated by
reference to Exhibit (1) to the July 1995 8-K.
11. Computation of Primary and Fully Diluted Earnings per
Share.
19. Report to Shareholders for the quarter ended September 30,
1995.
27. Financial Data Schedule.
(b) Reports of Form 8-K.
Items reported on Form 8-K filed July 26, 1995:
Item 5. Other Events.
Item 7. Financial Statements and Exhibits.
<PAGE>
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.
Multimedia, Inc.
_____________________________
(Registrant)
November 13, 1995 SIGNATURE APPEARS HERE
__________________ _______________________________________
(Date) Robert E. Hamby, Jr.
Senior Vice President
Finance & Administration
Chief Financial Officer
November 13, 1995 SIGNATURE APPEARS HERE
__________________ _______________________________________
(Date) Frederick G. Lohman
Vice President - Controller
<TABLE>
<CAPTION>
EXHIBIT 11
MULTIMEDIA, INC.
Computation of Primary and Fully Diluted Earnings per Share
Three Months Ended Nine Months Ended
9/30/95 9/30/94 9/30/95 9/30/94
<S> <C> <C> <C> <C>
Primary
Net earnings applicable to
common and common
equivalent shares $ 20,880,000 30,469,000 $ 56,891,000 67,246,000
Shares:
Weighted average number of
common and common equivalent
shares outstanding 39,025,000 38,285,000 38,824,000 38,282,000
Net earnings per share $ .54 .80 $ 1.47 1.76
Fully Diluted
Net earnings applicable to
common and common
equivalent shares $ 20,880,000 30,469,000 $ 56,891,000 67,246,000
Shares:
Weighted average number of
common and common equivalent
shares assuming ending
market price 39,076,000 38,288,000 39,056,000 38,281,000
Net earnings per share $ .53 .80 $ 1.46 1.76
</TABLE>
<PAGE>
(Multimedia MULTIMEDIA, INC.
logo) P.O. Box 1688
Greenville, South Carolina 29602
(803) 298-4373
<PAGE>
(Photo appears here)
3
MULTIMEDIA, INC.
1995
THIRD QUARTER REPORT
<PAGE>
A LETTER TO OUR SHAREHOLDERS
Multimedia had net earnings of $20.9 million and earnings per share of $.54
for the third quarter ended September 30, 1995, reflecting decreases of 31.5%
and 32.5%, respectively, when compared with 1994 third quarter earnings. The
1994 third quarter results included an after-tax gain of $13.4 million, or
$.35 per share, on the sale of the Company's wireless cable systems and an
after-tax loss of $1.8 million, or $.05 per share, on the closing of
Multimedia's television movie production business. If the results from these
divested operations were excluded from the 1994 third quarter results, net
earnings and earnings per share would reflect increases of 10.2% and 8.0%,
respectively.
Consolidated operating revenues for the third quarter of the year
were $162.9 million, an increase of 6.7% over the corresponding quarter last
year. Third quarter operating profit was $51.4 million, 7.7% more than the
prior-year period. Excluding costs associated with NEWSTALK TELEVISION,
Multimedia's news-based cable service launched in October 1994, operating
profit for the quarter was up 18.1% when compared with 1994 operating profit
for the same period. Interest expense decreased 6.1% compared with last
year's third quarter to $13.9 million.
Year-to-date, Multimedia's net earnings were $56.9 million, a
decrease of 15.4% compared with 1994 year-to-date net earnings of $67.2
million. Earnings per share for the nine-month period were $1.47, down 16.5%
compared with earnings per share for the first nine months of 1994 of $1.76.
If the results from divested operations were excluded from the 1994
year-to-date results, earnings and earnings per share would show increases of
6.1% and 4.3%, respectively.
Revenues of $489.6 million posted for the first nine months of 1995
were 6.8% higher than the year-earlier period. Operating profit was $144.7
million for the first three quarters, a 4.5% increase over the same period in
1994. Excluding the effects of NEWSTALK TELEVISION, 1995 year-to-date
operating profit increased 15.3% when compared with 1994 operating profit for
the nine month period.
Multimedia Newspapers' third quarter revenues were $40.4 million,
exceeding those of the comparable period in 1994 by 8.6%. The division
continues to benefit from increases in advertising rates and a strong
performance in retail and classified advertising. For the nine months, total
newspaper revenues rose 9.6% to $118.7 million, based on an $87.0 million
contribution from advertising revenue and $26.1 million in circulation
revenue.
Broadcasting revenues advanced 12.4% to $37.3 million for the quarter
versus the same period last year. National and local advertising revenues
registered double-digit increases, which were spread across all major
advertising categories. For the first three quarters of 1995, Broadcasting
revenues were $112.6 million, 12.5% higher than the year-earlier period.
Multimedia Cablevision increased revenues 8.3% to $44.3 million in
the quarter just ended and 4.5% to $129.8 million for the nine-month period.
Excluding the impact of the wireless cable operations sold in August 1994,
Cablevision revenues grew 10.2% for the third quarter and 7.7% for the nine
months. Multimedia continues to rebuild or upgrade its cable systems and
currently has projects underway in each of its four regions. As the upgrades
provide additional channel capacity, the division plans to add new
programming services and package offerings. Basic subscribers stood at more
than 454,000 on September 30, 1995.
The Entertainment division's revenues for the latest quarter were
$33.4 million, down 4.4% compared with 1994's third quarter due to a decrease
in the number of daily programs telecast by Multimedia and a decline in
revenue resulting from increasing competition in the talk show marketplace.
Entertainment revenues for the first nine months of $107.7 million were flat
when compared with the corresponding period in 1994. If the impact of costs
related to the first year of operation of NEWSTALK TELEVISION is excluded,
Entertainment's operating profit decreased 13.6% for the third quarter and
14.5% for the nine months.
<PAGE>
Security revenues were $7.5 million for the third quarter of the
year, a 15.8% gain over the same quarter in 1994, and $20.8 million for the
nine-month period, up 15.3% over the first nine months of 1994. This revenue
growth can be attributed to higher monitoring revenues resulting from the
division's expanding customer base. Security had approximately 82,000
customers at the end of the quarter.
At September 30, 1995, Multimedia's long-term debt (including current
portion) was $538.5 million, and cash and cash equivalents was $7.8 million.
Capital improvements and expenditures and Security division acquisitions
totaled $76.4 million for the nine months ended September 30.
On July 24, Gannett Co., Inc. and Multimedia, Inc. entered into a
merger agreement by which Gannett will acquire Multimedia. Closing of the
transaction is conditioned on, among other things, shareholder approval,
receipt of certain regulatory and governmental approvals, and the Company's
debt not exceeding a specified level on the second business day prior to the
closing of the transaction. A special shareholder meeting to approve the
transaction is scheduled for November 15, at 11:00 a.m., in Greenville, S.C.
A proxy statement relating to the special meeting, which includes a copy of
the merger agreement, was mailed to shareholders on October 6.
Sincerely,
Donald D. Sbarra
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
NOVEMBER 8, 1995
<TABLE>
<CAPTION>
THREE MONTHS HIGHLIGHTS
(Unaudited) (In thousands) 1995 1994
<S> <C> <C>
REVENUES:
Newspapers $ 40,382 37,196
Broadcasting 37,340 33,216
Cable 44,308 40,912
Entertainment 33,362 34,883
Security 7,463 6,443
$ 162,855 152,650
OPERATING PROFITS:
Newspapers $ 13,871 10,283
Broadcasting 15,419 10,043
Cable 14,741 12,965
Entertainment 9,842 17,151
Security 235 885
Corporate (2,743) (3,614)
$ 51,365 47,713
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Three Months Nine Months
(Unaudited) (In thousands except per-share data) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Operating revenues:
Newspapers $ 40,382 37,196 118,737 108,297
Broadcasting 37,340 33,216 112,552 100,071
Cable 44,30 840,912 129,758 124,114
Entertainment 33,362 34,883 107,739 107,738
Security 7,463 6,443 20,843 18,080
Total operating revenues 162,855 152,650 489,629 458,300
Operating costs and expenses:
Production 60,212 53,242 186,208 162,121
Selling, general and administrative 38,380 39,040 118,148 115,719
Depreciation 9,320 9,082 29,769 30,713
Amortization 3,578 3,573 10,815 11,265
Total operating costs and expenses 111,490 104,937 344,940 319,818
Operating profit 51,365 47,713 144,689 138,482
Interest expense 13,928 14,829 42,790 44,604
Other income (expense), net (452) 19,115 (557) 21,292
Earnings before income taxes and minority interest 36,985 51,999 101,3421 15,170
Income taxes 15,348 21,580 42,057 47,796
Minority interest in subsidiaries' losses (income), net (757) 50 (2,394) (128)
Net earnings $ 20,880 30,469 56,891 67,246
Per share of common stock:
Net earnings $ .54 .80 1.47 1.76
Cash dividends - - - -
Weighted average shares 39,025 38,285 38,824 38,282
</TABLE>
Multimedia, Inc. and Subsidiaries
<PAGE>
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
<TABLE>
<CAPTION>
September 30, December 31,
(Unaudited) (In thousands) 1995 1994
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,843 6,202
Net trade accounts receivable 90,041 93,426
Inventories 7,276 4,643
Deferred income tax benefits 10,915 9,581
Program rights 11,166 7,570
Deferred program costs 5,198 10,923
Prepaid expenses and other 7,471 6,795
Total current assets 139,910 139,140
Property, plant and equipment, at cost 615,626 558,749
Less accumulated depreciation 301,659 283,522
Net property, plant and equipment 313,967 275,227
Intangible assets, net 246,219 242,078
Other assets 30,817 27,533
$730,913 683,978
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current installments of long-term debt $ 30,237 30,254
Accounts payable 19,595 24,512
Accrued interest 11,720 2,671
Accrued payroll 7,821 8,386
Accrued expenses 39,494 38,148
Income taxes payable 12,289 10,202
Program rights payable 11,632 7,793
Unearned income 22,975 20,556
Total current liabilities 155,763 142,522
Long-term debt 508,301 542,303
Deferred income taxes 57,391 54,090
Other liabilities 3,316 3,294
Minority interest 21,078 18,684
Stockholders' equity (deficit):
Common stock 3,788 3,762
Additional paid-in capital 193,286 188,224
Retained earnings (deficit) (212,010) (268,901)
Total stockholders' equity (deficit) (14,936) (76,915)
$ 730,913 683,978
</TABLE>
Multimedia, Inc. and Subsidiaries
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
<TABLE>
<CAPTION>
(Unaudited) (In thousands) 1995 1994
<S> <C> <C>
Net cash provided by operating activities $ 127,852 139,583
Additions to property, plant and equipment (65,152) (58,379)
Acquisitions of properties (24,008) (10,713)
Other 2,489 20,067
Net cash used for investing activities (86,671) (49,025)
Addition (reduction) in revolving credit, net 15,906 (48,168)
Long-term debt retired (50,040) (41,169)
Other (5,406) (5,255)
Net cash used for financing activities (39,540) (94,592)
Increase (decrease) in cash and cash equivalents 1,641 (4,034)
Cash and cash equivalents, beginning of year 6,202 11,034
Cash and cash equivalents, end of period $ 7,843 7,000
NOTE: NET CASH PROVIDED BY OPERATING ACTIVITIES IS FURTHER ANALYZED AS
FOLLOWS:
Operating profit plus depreciation and amortization
and amortization of stock options:
Newspapers $ 41,643 35,362
Broadcasting 53,670 38,957
Cable 66,106 62,972
Entertainment 25,405 47,832
Security 7,050 6,753
Corporate (8,379) (8,789)
185,495 183,087
Interest expense less amoritzation of debt
issue costs (41,973) (43,767)
Change in current assets and liabilities 17,092 15,493
Other (32,762) (15,230)
Net cash provided by operating activities $127,852 139,583
</TABLE>
Multimedia, Inc. and Subsidiaries
<PAGE>
MULTIMEDIA, INC. AND SUBSIDIARIES
MULTIMEDIA
NEWSPAPER COMPANY
305 S. MAIN ST.
P.O. BOX 1688
GREENVILLE, S.C. 29602
ALABAMA
DAILY AND SUNDAY:
The Montgomery Advertiser
ARKANSAS
DAILY:
The Baxter Bulletin
(Mountain Home)
GEORGIA
DAILY:
The Observer (Moultrie)
NORTH CAROLINA
DAILY AND SUNDAY:
Asheville Citizen-Times
OHIO
DAILIES:
Gallipolis Daily Tribune
The Daily Sentinel (Pomeroy)
SUNDAY:
Sunday Times-Sentinel (Gallipolis)
SOUTH CAROLINA
DAILY AND SUNDAY:
The Greenville News
TENNESSEE
DAILY:
The Leaf-Chronicle (Clarksville)
MONTHLY:
Music City News
The Gospel Voice (Nashville)
TELEVISION PRODUCTION
TNN Music City News
Country Awards
VIRGINIA
DAILY AND SUNDAY:
The Daily News-Leader (Staunton)
WEST VIRGINIA
DAILY:
Point Pleasant Register
Multimedia also publishes
49 non-daily products.
MULTIMEDIA
BROADCASTING COMPANY
305 S. MAIN ST.
P.O. BOX 1688
GREENVILLE, S.C. 29602
TELEVISION
GEORGIA
Macon: WMAZ-TV (CBS)
MISSOURI
St. Louis: KSDK (NBC)
OHIO
Cincinnati: WLWT (NBC)
Cleveland: WKYC (NBC)
TENNESSEE
Knoxville: WBIR-TV (NBC)
RADIO
GEORGIA
Macon: WAYS (FM)
WMAZ-AM
MULTIMEDIA
CABLEVISION COMPANY
701 E. DOUGLAS AVE.
P.O. BOX 3027
WICHITA, KAN. 67202
Multimedia operates more than 125 cable television franchises In Kansas,
Illinois, Indiana, North Carolina and Oklahoma and serves approximately
454,000 basic subscribers.
MULTIMEDIA
ENTERTAINMENT COMPANY
45 ROCKEFELLER PLAZA
35TH FLOOR
NEW YORK, N.Y. 10111
Donahue / Sally Jessy Raphael / Jerry Springer / Rush Limbaugh, The
Television Show
NewsTalk Television
MULTIMEDIA SECURITY SERVICE
800 E. WATERMAN
WICHITA, KAN. 67202
Multimedia serves more than 82,000 security alarm customers.
IMPORTANT NOTICE TO SHAREHOLDERS
Wachovia Bank of North Carolina, N.A. is the transfer agent and registrar for
Multimedia, Inc. All communications regarding shareholdings or transfer of
your shares should be directed to: Wachovia Bank of North Carolina, N.A.,
Corporate Trust Department, P.O. Box 3001, Winston-Salem, North Carolina
27102. 1-800-633-4236 Toll-Free Telephone Number for Shareholder Services.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC
FORM 10-Q AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 7,843
<SECURITIES> 0
<RECEIVABLES> 90,041
<ALLOWANCES> 0
<INVENTORY> 7,276
<CURRENT-ASSETS> 139,910
<PP&E> 615,626
<DEPRECIATION> 301,659
<TOTAL-ASSETS> 730,913
<CURRENT-LIABILITIES> 155,763
<BONDS> 508,301<F1>
<COMMON> 3,788
0
0
<OTHER-SE> (18,724)<F2>
<TOTAL-LIABILITY-AND-EQUITY> 730,913
<SALES> 489,629
<TOTAL-REVENUES> 489,629
<CGS> 0
<TOTAL-COSTS> 344,940
<OTHER-EXPENSES> (557)<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,790
<INCOME-PRETAX> 101,342
<INCOME-TAX> 42,057
<INCOME-CONTINUING> 56,891
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 56,891
<EPS-PRIMARY> 1.47
<EPS-DILUTED> 1.46
<FN>
<F1>Bonds - Represents total long-term debt.
<F2>Other-SE - Represents total paid-in-capital and retained earnings.
<F3>Other Expenses - Represents net other (income)/expense.
</FN>
</TABLE>
