SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 11, 1998
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Montana 2-89616 82-0369233
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13005 Justice Avenue, Baton Rouge, LA 70816
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (504) 292-3100
GOLDEN MAPLE MINING AND LEACHING COMPANY, INC.
(Former Name or Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a)The financial statements for the period ended March 31, 1998, as required
by this item are included in this amended report, and are attached hereto and
incorporated herein.
(b)The pro forma financial information required by this item is included in
this amended report, and is attached hereto and incorporated herein.
(c)The following exhibits are filed with this report:
Exhibit No. Description Location
23.1 Consent of Auditor re S-8 Registration Statement Attached
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 hereunto duly authorized.
Golden Maple Mining and Leaching Company, Inc.
Date: June *, 1998 By /s/ Sunni M. Wooley, President and
Principal Financial Officer
EXHIBIT 23.1
Independent Auditors Consent
We consent to the incorporation by reference in Form S-8 of Consolidated
Medical Management, Inc. (formerly Golden Maple Mining and Leaching Company,
Inc.) of our report dated May 6, 1998 on the financial statements of
Consolidated Medical Management, Inc. as of December 31, 1997 and December 31,
1996 and for the periods then ended, appearing in this current report on Form
S-8 dated June 29, 1998 of Consolidated Medical Management, Inc.
We consent to the incorporation by reference in Form 8-K/A of Consolidated
Medical Management, Inc. of our report dated June 16, 1998 on the compiled
financial statements of Consolidated Medical Management, Inc. as of March 31,
1998 and March 31, 1997 and for the three months then ended, appearing in this
current report on Form 8-K/A dated June 29, 1998 of Consolidated Medical
Management, Inc.
ROBERTS, CHERRY AND COMPANY
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Compiled Financial Statements
March 31, 1998 and 1997
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Index to Compiled Financial Statements
March 31, 1998 and 1997
1 Balance Sheets Exhibit A
March 31, 1998 and 1997
2 Statements of Operations and Retained Earnings Exhibit B
For the 3 months ended March 31, 1998 and 1997
3 Statements of Cash Flows Exhibit C
For the 3 months ended March 31, 1998 and 1997
4 Notes to Financial Statements
March 31, 1998 and 1997
9 Accountant's Compilation Report
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Exhibit A
Balance Sheets
March 31, 1998 and 1997
Assets
1998 1997
Current Assets
Cash $ 26,477 $ 50,427
Receivables 191,850 69,047
Prepaid Expenses 20,000 -
Total Current Assets 238,327 119,474
Property, Plant and
Equipment -Net 20,079 13,456
Other Assets 34,450 400
Total Assets $ 292,856 $ 133,330
Liabilities and
Stockholder's Equity
Current Liabilities
Notes Payable -Current
Portion $ 51,897 $ 56,000
Accounts Payable 85,434 28,436
Accrued Expenses 8,786 1,825
Income Tax Payable 3,380 4,115
Deferred Income Taxes 11,043 4,324
Total Current Liabilities 160,540 94,700
Long Term Liabilities
Notes Payable
- -Long Term Portion 5,865 -
Total Liabilities 166,405 94,700
Subordinated Debentures 75,000 -
Stockholder's Equity
Common Stock -no par value,
500,100 shares authorized,
100 shares issued and
outstanding - -
Retained Earnings 51,451 38,630
Total Stockholder's Equity 51,451 38,630
Total Liabilities and
Stockholder's Equity $ 292,856 $ 133,330
The accompanying notes and accountant's compilation report are
an integral part of these financial statements.
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Exhibit B
Statements of Operations and Retained Earnings
for the Three Months Ended March 31, 1998 and 1997
1998 1997
Revenues
Management Fee Revenue $ 168,598 $ 264,640
Other Income 19,837 438
Total Revenue 188,435 265,078
Operating Expenses
Salaries and Wages 70,658 58,931
Consulting Fees 59,330 131,999
Legal and Professional 629 20,127
Educational 65 6,637
Taxes and Licenses 2,203 3,544
Office Expense 3,877 13,276
Rent and Occupancy 8,763 3,429
Interest Expense 1,691 1,200
Depreciation and Amortization 2,070 878
Repairs 1,231 -
150,517 240,021
Income from Operations 37,918 25,057
Other Expenses 4,335 1,662
Income before Income Taxes 33,583 23,395
Income Tax Expense (Note 7) 8,627 4,190
Net Income 24,956 19,205
Retained Earnings,
December 31, 1997 and 1996 26,495 19,425
Retained Earnings,
March 31, 1998 and 1997 $ 51,451 $ 38,630
The accompanying notes and accountant's compilation report are
an integral part of these financial statements.
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Exhibit C
Statements of Cash Flows
for the Three Months Ended March 31, 1998 and 1997
1998 1997
Cash Flows from Operating Activities:
Net Income $ 24,956 $ 19,205
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation 2,070 878
Bad Debt Expense 0 -
(Increase) Decrease in Receivables (93,879) 23,479
(Increase) Decrease in Prepaid Expenses (20,000)
(Increase) Decrease in Other Assets (33,250)
Increase (Decrease) in Accounts Payable 37,126 7,027
Increase (Decrease) in Accrued Expenses (5,704) 1,200
Increase (Decrease) in Income Tax Payable - 4,115
Increase (Decrease) in Deferred Income Taxes 8,626 74
Net Cash Provided (Used) by Operating Activities (80,055) 55,978
Cash Flows from Investing Activities:
Purchases of Property, Plant and Equipment - (7,788)
Net Cash Used by Investing Activities - (7,788)
Cash Flows from Financing Activities:
Repayment of Loans to Shareholder and Short
Term Debt (2,255) -
Proceeds from Issuance of Debentures 75,000 -
Payments on Long-Term Debt (729) -
Net Cash Provided by Financing Activities 72,016 -
Net Increase in Cash (8,039) 48,190
Cash, December 31, 1997 and 1996 34,516 2,237
Cash, March 31, 1998 and 1997 $ 26,477 $ 50,427
Supplemental Disclosure of Cash Flow Information
1998 1997
Cash Paid During the Year for:
Interest $ 296 $ -
Income Taxes $ - $ -
The accompanying notes and accountant's compilation report are
an integral part of these financial statements.
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Notes to Financial Statements
March 31, 1998 and 1997
Note 1 Organization and Summary of Significant Policies
Operations and Basis of Statements - Consolidated Medical Management, Inc.
(the Company), a Louisiana Corporation began operations May 28, 1996. The
Company provides management services for home healthcare providers predominately
in southern Louisiana.
Accounting policies of the Company conform with generally accepted accounting
principles and reflect practices appropriate to the industry in which it
operates. The significant policies are summarized below:
Property, Plant, Equipment and Depreciation - Expenditures for property,
plant and equipment are recorded at cost. Renewals and improvements which
extend the economic life of such assets are capitalized. Expenditures for
maintenance, repairs and other renewals are charged to expense.
For major dispositions, the cost and accumulated depreciation are removed from
the accounts and any gain or loss is included in the results of operations.
Depreciation is provided over the estimated useful lives of assets using
accelerated methods.
Receivables - The Company grants credit through trade receivables to its
customers, all of whom are home health care providers in the state of
Louisiana. The Company performs ongoing credit evaluations of its customers'
financial condition and, generally, requires no collateral from its customers.
As of year end, the company reviewed its receivables and determined those
receivables that collection was deemed questionable and charged off those
receivables. A further review of receivables indicated no additional
allowance was necessary for the remaining accounts.
Cash Flows and Concentration of Credit Risk - Cash consists principally of
demand deposits at commercial banks. These balances, as reflected in the bank's
records, are insured by the Federal Deposit Insurance Corporation up to
$100,000. At March 31, 1998 and 1997, the Company's deposits did not exceed
the insured limits.
Risks and Uncertainties - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.
<PAGE>
Note 2 Receivables
Receivables consist of the following:
1998 1997
Management Fees $ 127,880 $ 54,352
Employee Advances - 2,562
Related Parties - Other 50,000 -
Advances to Trinity Billing 13,970 -
Due from GCSW - 12,133
$ 191,850 $ 69,047
Note 3 Property, Plant and Equipment
1998 1997
Furniture $ 6,182 $ 2,302
Equipment 22,992 12,478
29,174 14,780
Less Accumulated Depreciation (9,095) (1,324)
Property, Plant and Equipment -Net $ 20,079 $ 13,456
Depreciation expense was $2,070 and $878 for the three months ended March 31,
1998 and 1997, respectively.
Note 4 Lease Commitments
During the periods ended March 31, 1998 and 1997, the Company leased its
office facilities under operating leases, which will expire June 1998 and
August 1998. Monthly rent for the office space totals $1,225. The Company
can renew the leases for additional one-year periods for approximately
the same monthly rental. Lease expense for the three months ended March 31,
1998 and 1997 totaled $3,675 and $1,800 respectively.
The Company leases its copier under a non-cancelable operating lease expiring
in 1999. Lease expense for the three months ended March 31, 1998 and 1997 was
$671 and $671, respectively. At March 31, 1998, future minimum lease payments
under long-term non-cancelable leases for succeeding fiscal years is as follows:
1998 $ 6,889
1999 1,343
Total $ 8,232
Note 5 Economic Dependence and Subsequent Events
During the three months ended March 31, 1998, approximately forty (40%)
percent of the Company's management fee income was earned under management
contracts with one major customer. The contracts have a term of one year,
ending December 31, 1998, renewable annually.
Note 6 Notes Payable
1998 1997
Note payable to the stockholder of the
Company, dated June 24, 1996, due on
demand, interest at 6%, payable at
maturity or demand, unsecured $ 12,745 $ 20,000
Note payable to GE Capital financing
the phone system, in the original
amount of $10,222, dated September 16,
1997, payable in thirty-six installments
of $341 with interest at 12.5%, secured
by a pledge of the phone system. 9,017 -
Amounts due related party, due on demand
with interest at ten (10%) percent,
unsecured 36,000 36,000
Total Notes Payable 57,762 56,000
Less: Current Portion (51,897) (56,000)
Long-Term Portion $ 5,865 $ -
Maturities of Notes Payable over
the next five years are:
1998 $ 51,897
1999 3,569
2000 2,296
$ 57,762
Total interest expense was $1,691 and $1,200 for the three months ended March
31, 1998 and 1997.
respectively.
Note 7 Income Taxes
The provision for income taxes for three months ended March 31, 1998 and 1997
consists of the following:
1998 1997
Current Provision
Federal $ - $ 3,329
State - 786
Deferred Provision (Benefit) 8,627 75
Total Income Tax Expense $ 8,627 $ 4,190
The effective tax rate of the Company for 1998 and 1997 differs from the
federal statutory rate primarily due to state income taxes.
Deferred income taxes arise from temporary differences resulting from the
Company utilizing the cash basis of accounting for tax purposes and the accrual
basis for financial reporting purposes. Deferred taxes are classified as
current or noncurrent, depending on the classification of the assets and
liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or noncurrent depending on the periods in which the timing differences
are expected to reverse. The principal temporary differences relate to revenue
and expenses accrued for financial purposes, which are not taxable for
financial reporting purposes.
The net deferred tax asset or liability is composed of the following:
1998 1997
Total Deferred Tax Assets $ - $ -
Total Deferred Tax Liabilities 11,043 4,324
Net Deferred Tax Liability 11,043 4,324
Less Current Portion 11,043 4,324
Long - Term Portion $ - $ -
Note 8 Commitments and Contingencies
In the opinion of management, there are no contingent claims or litigation
against the Company which would materially affect its financial position at
March 31, 1998.
The Management service contracts that the Company has with the Home Health
Care Agencies it serves include a provision that allows the Company's client to
recover the amount paid by the client from the management fees paid to the
Company if the client is required to repay any fees it receives, due to actions
or services provided it by the Company.
Note 9 Related Party Transactions
During the three months ended March 31, 1998 and 1997, the Company paid GCSW
Funding Group, Inc. and Southern Property Management, Inc., related parties,
for purchased consulting services totaling $48,535 and $93,160, respectively.
At March 31, 1998 and 1997, $6,328 and $-0-, respectively were due for these
services. The Company also had receivables from GCSW Funding Group, Inc. of
$50,000 as of March 31, 1998 on management fee adjustments, see Note 2.
As of March 31, 1997, the Company had advanced $25,000 to GCSW Funding Group,
Inc., see Note 2.
The Company had a Note Payable from its stockholder of $12,745 and $20,000 as
of March 31, 1998 and 1997, respectively. See Note 6.
Note 10 Proposed Merger
In May, 1998, the Company entered into negotiations with Golden Maple Mining
and Leaching Company, Inc. in contemplation of a proposed merger. Under the
proposed terms, the shareholder of the Company will exchange all the outstanding
shares of stock in the Company for 1,850,000 shares of stock of Golden Maple
Mining and Leaching Company, Inc. It is proposed that Consolidated Medical
Management, Inc. will be the surviving Corporation.
Note 11 Subordinated Debentures
The Company issued debentures in March 1998 that are subordinated to bank debt
and secured leases. The debentures are otherwise unsecured but are given a
preference over unsecured debt.
The debentures include interest at fifteen percent, payable at minimum in
annual installments. Each debenture has a conversion right for each holder
to convert the debenture principal to shares of the Company's common stock at
the greater of $2.50 per share or sixty (60%) percent of the bid price,
whichever is greater on the date of conversion. Accrued interest and any
principal amount not converted to shares of stock will be paid in cash. As of
March 31, 1998, the company had issued $75,000 in debentures, with accrued
interest, included in Accrued Liabilities, of $740.
Note 12 Subsequent Events
Subsequent to March, 1998, the Company entered into negotiations for a merger
with Golden Maple Mining and Leaching Company, Inc., see Note 10.
<PAGE>
Accountant's Compilation Report
The Board of Directors
Consolidated Medical Management , Inc.
Baton Rouge, Louisiana
We have compiled the accompanying balance sheet of Consolidated Medical
Management, Inc. as of March 31, 1998 and 1997, and the related statements
of income and retained earnings and cash flows for the 3 months ended in
March 31, 1998 and 1997, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of
Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited
or reviewed the accompanying financial statements and, accordingly do not
express an opinion or any other form of assurance on them.
ROBERTS, CHERRY AND COMPANY
A Corporation of
Certified Public Accountants
Shreveport, Louisiana
June 16, 1998
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Pro Forma Combined Financial Statements
March 31, 1998
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Index to Pro Forma Combined Financial Statements
March 31, 1998
1 Pro Forma Combined Balance Sheet
March 31, 1998
2 Pro Forma Combined Statement of Operations
For the 3 months ended March 31, 1998
3 Notes to Pro Forma Combined Financial Statements
March 31, 1998
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Pro Forma Combined Balance Sheets
March 31, 1998
Historical Pro Forma
GMM & LC CMMI Pro Forma Pro Forma
Adjustments Combined
(Note1) Totals
Assets
Current Assets
Cash $ -0- $ 26,477 $ 26,477
Receivables -0- 191,850 191,850
Prepaid Expenses -0- 20,000 20,000
Total Current Assets -0- 238,327 238,327
Equipment -Net -0- 20,079 20,079
Other Assets -0- 34,450 34,450
Total Assets $ -0- $ 292,856 $ 292,856
Current Liabilities
Notes Payable
- -Current Portion $ -0- $ 51,897 $ 51,897
Accounts Payable 18,578 85,434 104,012
Accrued Expenses -0- 8,786 8,786
Income Tax Payable -0- 3,380 3,380
Deferred Income Taxes -0- 11,043 11,043
Total Current
Liabilities 18,578 160,540 179,118
Long Term
Liabilities
Notes Payable
-Long Term Portion -0- 5,865 5,865
Total Liabilities 18,578 166,405 184,983
Subordinated
Debentures - 75,000 75,000
Stockholders' Equity
Common Stock
- -no par value,
500,100 shares
authorized, 100
shares issued and
outstanding - -0- (a) -0- -0-
Common Stock
- -$.001 par value,
50,000,000 shares
authorized,
2,716,057 shares
issued and
outstanding 2,716 -0- 2,716
Additional
Paid-in-Capital 1,246,880 1,246,880
Retained
Earnings
(Deficit) (1,268,174) 51,451 (1,216,723)
Total
Stockholder's
Equity
(Deficit) (18,578) 51,451 32,873
Total Liabilities
and Stockholders'
Equity $ -0- $ 292,856 $ 292,856
See accompanying notes to pro forma combined unaudited financial statements.
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Pro Forma Combined Statement of Operations
for the Three Months Ended March 31, 1998
Historical Pro Forma
CMMI GMM&LC Pro Forma Pro Forma
Adjustments Combined
(Note1) Totals
Revenues
Management Fee
Revenue $ -0- $ 168,598 $ 168,598
Other Income -0- 19,837 19,837
Total Revenue -0- 188,435 188,435
Operating Expenses
Salaries and Wages -0- 70,658 70,658
Consulting Fees -0- 59,330 59,330
Legal and Professional 1,769 629 2,398
Educational -0- 65 65
Taxes, Licenses and
Fees 712 2,203 2,915
Office Expense -0- 3,877 3,877
Rent and Occupancy -0- 8,763 8,763
Interest Expense -0- 1,691 1,691
Depreciation and
Amortization -0- 2,070 2,070
Repairs -0- 1,231 1,231
2,481 150,517 152,998
Income (Loss)
from Operations (2,481) 37,918 35,437
Other Expenses -0- 4,335 4,335
Income (Loss)
before Income Taxes (2,481) 33,583 31,102
Income Tax Expense -0- 8,627 8,627
Net Income (Loss)
($2,481) $ 24,956 $ 22,475
See accompanying notes to pro forma combined unaudited financial statements.
<PAGE>
Consolidated Medical Management, Inc.
Baton Rouge, Louisiana
Notes to Pro Forma Combined Financial Statements
For the Three Months Ended March 31, 1998
Note 1 Pro Forma Combination
The following unaudited pro forma combined financial statements give effect to
the acquisition by Golden Maple Mining and Leaching Company, Inc. ("Golden")
of Consolidated Medical Management, Inc., a Louisiana corporation ("CMMI" or
"Consolidated") on May 23, 1998. The information is derived from the
historical financial statements of Golden and Consolidated. The Unaudited Pro
Forma Combined Statement of Operations for the three months ended March 31,
1998 reflects the Consolidated merger as if it had occurred on January 1,
1998. The Unaudited Pro Forma Combined Balance Sheet at March 31, 1998
reflects the consummation of the Consolidated acquisition as if it had
occurred on December 31, 1997. The unaudited pro forma combined financial
information should be read in conjunction with the notes thereto and the
historical financial statements of Golden and Consolidated, including the
notes thereto, which are incorporated by reference in this Form 8-K/A.
The unaudited pro forma combined financial statements do not purport to be
indicative of the results of operations that would actually have occurred if
the Consolidated acquisition had occurred as presented in such statements or
that may occur in the future. In addition, future results may vary
significantly from the results reflected in such statements due to general
economic conditions, the state of the health care industry, and several other
factors, many of which are beyond Consolidated's control.
Note 2 Plan of Reorganization
On May 11, 1998, the Golden Maple Mining and Leaching Company, Inc. entered
into an Agreement and Plan of Reorganization (the "Agreement") with
Consolidated Medical Management, Inc., a Louisiana corporation ("Consolidated
Medical"), and the sole shareholder of such entity, Sunni M. Wooley.
The Agreement provided for the issuance of 1,850,000 shares of common stock of
the Company in exchange for all of the outstanding shares of Consolidated
Medical, which shares were owned by Ms. Wooley. In addition, as a condition
of the closing of the Agreement, two new directors were nominated by Ms.
Wooley to become directors of the Company. A special meeting of shareholders
of the Company was called for and held on May 23, 1998 to approve the
Agreement, to change the name of the Company to "Consolidated Medical
Management, Inc.," and to elect three directors. At the meeting shareholders
owning a majority of the voting control of the Company approved the Agreement,
approved an amendment to the Articles of Incorporation to change the name of
the Company, and elected three directors. Rand Eardley, an existing director
of the Company was re-elected as a director, and Sunni M. Wooley and Peggy D.
Behrens, nominees of Ms. Wooley, were also elected as directors. Mr. Oveson
and Mr. Hess resigned as officers and directors of the Company in accordance
with the conditions of the Agreement.
The closing of the Agreement was held immediately following the special
meeting of shareholders. At the closing the Company issued and delivered the
1,850,000 shares of common stock of the Company to Ms. Wooley and Ms. Wooley
delivered a stock certificate to the Company representing all of the issued
and outstanding shares of Consolidated Medical. In addition, each of the
directors elected at the special meeting was qualified to take office.
Immediately following the closing the new board of directors elected Ms.
Wooley as the president, CEO, treasurer, and CFO of the Company, and elected
Ms. Behrens as the secretary of the Company. Also, the principal executive
office was changed to 13005 Justice Avenue, Baton Rouge, LA 70816.
In a separate transaction, Milagro Holdings, Inc. ("Milagro"), a Delaware
corporation owned and controlled by Howard M. Oveson, an officer, director,
and principal shareholder of the Company prior to closing of the Agreement,
sold 2,500,000 shares of the Company owned by it to Jaguar International
Corp., an entity created under the Belize International Business Companies Act
of 1990, as amended, which entity is owned and controlled by Mechell Naquin.
Milagro received $100,000 for the sale of such stock. As a result of this
transaction, Jaguar International Corp. And Ms. Naquin are believed to be the
beneficial owners of the 2,500,000 shares which represents approximately 53%
of the outstanding stock of the Company following the closing.
Note 3 Notes to the Pro Forma Financial Data
(a) The stock of the private company was transferred to the public company
in connection with the closing of the reorganization, in a stock-for-stock
exchange.
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 03-MOS
[FISCAL-YEAR-END] DEC-31-1998
[PERIOD-END] MAR-31-1998
[CASH] 26,477
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 292,856
[PP&E] 20,079
[DEPRECIATION] 2,070
[TOTAL-ASSETS] 292,856
[CURRENT-LIABILITIES] 160,540
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 51,451
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 292,856
[SALES] 0
[TOTAL-REVENUES] 188,435
[CGS] 0
[TOTAL-COSTS] 150,517
[OTHER-EXPENSES] 4,335
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 33,583
[INCOME-TAX] 8,627
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 24,956
[EPS-PRIMARY] 0
[EPS-DILUTED] 0
</TABLE>
