<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8529
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MARYLAND 52-1200960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 South Calvert Street - Baltimore, MD 21203-1476
(Address of principal executive offices) (Zip code)
</TABLE>
(410) 539-0000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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.
12,240,017 shares of Common Stock as of the close of business on
February 1, 1995.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands of dollars)
December 31,1994 March 31,1994
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents.............. $125,904 $ 40,208
Cash and securities segregated for
regulatory purposes................... 35,916 127,003
Resale agreements...................... 83,682 97,950
Receivable from brokers and dealers.... 1,395 5,074
Receivable from customers.............. 297,272 250,237
Securities owned, at market value...... 71,377 57,617
Securities borrowed.................... 112,976 96,030
Investment securities.................. 45,806 29,754
Property and equipment................. 23,316 15,679
Intangible assets...................... 22,095 23,727
Other.................................. 81,607 68,209
-------- --------
$901,346 $811,488
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Payable to brokers and dealers......... $ 9,993 $ 10,629
Payable to customers................... 351,538 298,943
Short-term borrowings.................. 54,399 15,546
Securities loaned...................... 100,563 108,065
Securities sold, but not yet purchased,
at market value....................... 6,954 8,513
Accrued compensation................... 19,408 15,651
Other.................................. 32,804 39,968
-------- --------
575,659 497,315
-------- --------
Subordinated liabilities................ 102,487 102,487
-------- --------
Stockholders' equity:
Common stock........................... 1,221 1,173
Additional paid-in capital............. 79,160 76,249
Retained earnings...................... 142,606 134,264
Net unrealized appreciation on
investment securities................. 213 -
-------- --------
223,200 211,686
-------- --------
$901,346 $811,488
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 3
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands of dollars except per share amounts)
(Unaudited)
Three Months Nine Months
Ended December 31, Ended December 31,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Revenues:
Commissions......................... $29,987 $ 35,430 $ 88,542 $103,945
Principal transactions.............. 15,347 12,539 42,377 40,316
Investment advisory and related fees 21,167 16,781 61,621 47,299
Investment banking.................. 8,488 23,312 29,785 67,483
Interest............................ 10,690 7,807 27,915 22,126
Other............................... 7,208 7,256 20,934 20,071
------- -------- -------- --------
92,887 103,125 271,174 301,240
------- -------- -------- --------
Expenses:
Compensation and benefits........... 54,817 59,094 159,894 171,723
Occupancy and equipment rental...... 7,258 6,738 21,594 19,752
Communications...................... 6,266 5,629 18,412 16,821
Floor brokerage and clearing fees... 1,227 1,473 3,674 4,479
Interest............................ 4,378 3,969 11,931 11,241
Other............................... 11,953 9,900 34,990 28,957
------- -------- -------- --------
85,899 86,803 250,495 252,973
------- -------- -------- --------
Earnings Before Income Taxes......... 6,988 16,322 20,679 48,267
Income taxes........................ 2,855 6,433 8,442 18,886
------- -------- -------- --------
Net Earnings......................... $ 4,133 $ 9,889 $ 12,237 $ 29,381
======= ======== ======== ========
Earnings per common share:
Primary............................. $ .33 $ .81 $ .98 $ 2.43
Fully diluted....................... $ .29 $ .65 $ .86 $ 1.95
Average number of common shares
outstanding:
Primary............................. 12,565 12,183 12,489 12,086
Fully diluted....................... 16,804 16,425 16,737 16,112
Dividends declared per common share $ .11 $ .10 $ .32 $ .28
Book value per common share.......... $ 18.28 $ 17.57 $ 18.28 $ 17.57
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(Unaudited)
Nine Months
Ended December 31,
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings..................................... $ 12,237 $ 29,381
Noncash items included in earnings:
Depreciation and amortization................. 6,977 6,249
Loss(gain) on sale of investment securities... 124 (41)
Tax benefit of pooled entity..................... 213 264
-------- --------
19,551 35,853
(Increase) decrease in assets excluding
acquisition:
Cash and securities segregated for regulatory
purposes..................................... 91,087 (31,702)
Receivable from brokers and dealers............ 3,679 (378)
Receivable from customers...................... (46,364) (31,486)
Securities owned............................... (13,760) 48,148
Securities borrowed............................ (16,946) (100,275)
Other.......................................... (12,199) (20,324)
Increase(decrease) in liabilities excluding
acquisition:
Payable to brokers and dealers................. (636) (388)
Payable to customers........................... 52,595 63,779
Securities loaned.............................. (7,502) 117,509
Securities sold, but not yet purchased......... (1,559) (2,592)
Accrued compensation........................... 3,757 2,794
Other.......................................... (8,888) 8,112
-------- --------
CASH PROVIDED BY OPERATING ACTIVITIES............ 62,815 89,050
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for:
Property and equipment......................... (10,923) (6,197)
Intangible assets.............................. (482) (1,198)
Net decrease(increase) in resale agreements..... 14,268 (68,673)
Purchases of investment securities.............. (48,877) (113,599)
Proceeds from sales of investment securities.... 32,115 94,885
-------- --------
CASH USED FOR INVESTING ACTIVITIES............... (13,899) (94,782)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase(decrease) in short-term borrowings. 38,853 (4,122)
Net decrease in repurchase agreements........... - (11,791)
Issuance of subordinated liabilities............ - 67,900
Issuance of common stock........................ 1,794 1,682
Repurchase of common stock...................... (140) -
Dividends paid.................................. (3,727) (2,991)
-------- --------
CASH PROVIDED BY FINANCING ACTIVITIES............ 36,780 50,678
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS........ 85,696 44,946
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD. 40,208 24,998
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD....... $125,904 $ 69,944
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 5
LEGG MASON, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of dollars)
December 31, 1994
(Unaudited)
1. Interim Basis of Reporting:
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
for Form 10-Q and, therefore, do not include all information and
notes required by generally accepted accounting principles for
complete financial statements. The interim financial statements
have been prepared utilizing the interim basis of reporting and, as
such, reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for
a fair presentation of the results for the periods presented. The
nature of the Company's business is such that the results of any
interim period are not necessarily indicative of results for a full
year.
2. Net Capital Requirements:
The Company's broker-dealer subsidiaries are subject to the
Securities and Exchange Commission's Uniform Net Capital Rule. The
Rule provides that equity capital may not be withdrawn or cash
dividends paid if resulting net capital would fall below specified
levels. As of December 31, 1994, the broker-dealer subsidiaries
had aggregate net capital, as defined, of $97,121 which exceeded
required net capital by $89,617.
3. Legal Proceedings:
The Company and its subsidiaries have been named as defendants
in various legal actions arising primarily from securities and
investment banking activities, including certain class actions
which primarily allege violations of securities laws and seek
unspecified damages which could be substantial. While the ultimate
resolution of these actions cannot be currently determined, in the
opinion of management, after consultation with legal counsel, the
actions will be resolved with no material adverse effect on the
consolidated financial statements of the Company.
4. Investment Securities:
Effective April 1, 1994, the Company prospectively adopted the
provisions of Statement of Financial Accounting Standards ("SFAS")
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." Accordingly, investment securities held as available-
for-sale are included in the statement of financial condition at
market value and related unrealized gains, net of tax ($213 at
December 31, 1994) are recorded in stockholders' equity. The
adoption of SFAS No. 115 had no impact on the Company's results of
operations.
<PAGE> 6
5. Litigation Settlement Charge:
Other expense for the nine months ended December 31, 1994,
includes a charge of $2,000 ($950 after tax) related to the
proposed settlement of class action litigation arising from taxable
municipal bond offerings underwritten in 1986 by one of the
Company's subsidiaries. See "Part II. Other Information--Item 1.
Legal Proceedings" for further discussion related to this matter.
6. Supplemental Cash Flow Information:
Interest payments were $13,198 in 1994 and $11,057 in 1993.
Income tax payments were $8,899 in 1994 and $20,543 in 1993.
On April 25, 1994, in exchange for common stock, the Company
acquired GSH & Co., Inc.'s net assets of $1,306.
7. Subsequent Event:
On January 5, 1995, the Company acquired the assets of
Batterymarch Financial Management ("Batterymarch"), an investment
advisory firm that manages equity portfolios for institutional
clients. The Company paid $52.4 million cash at closing and will
pay an additional $2.1 million cash in March 1995. A possible
supplemental closing payment of $5.5 million cash will be due at or
before January 1996 if Batterymarch reaches a specified annualized
revenue level in any month during calendar 1995, and a final
contingent performance payment that could increase the total
consideration to $120 million will be due in early 1998 based on
Battermarch's achievement of specified levels of actual fee
revenues for calendar 1997. If the amount of the 1998 payment would
exceed $40 million, the Company will have the right to pay all or
any portion of the excess in the form of shares of the Company's
common stock.
<PAGE> 7
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
RESULTS OF OPERATIONS
During the Company's third fiscal quarter and nine months ended
December 31, 1994, the securities industry was adversely affected
by rising interest rates and uncertain equity markets as compared
to more favorable market conditions experienced during the
corresponding periods of the prior year.
Quarter Ended December 31, 1994 Compared to Quarter Ended December
31, 1993
In the third fiscal quarter ended December 31, 1994, the Company's
net earnings declined 58% to $4.1 million from $9.9 million in the
prior year's quarter. Revenues fell 10% to $92.9 million from
$103.1 million. Primary earnings per share were $.33, down 59%
from $.81. Fully diluted earnings per share were $.29 down 55%
from $.65.
Commission revenues fell 15% to $30.0 million because of reduced
sales of over-the-counter securities and non-affiliated mutual
funds.
Revenues from principal transactions rose 22% to $15.3 million,
reflecting increased sales of municipal and corporate debt
securities, offset in part by a decline in sales of over-the-
counter equity securities.
Investment advisory and related fees increased for the 19th
consecutive quarter and were 26% higher than in the corresponding
quarter of the prior year because of growth in assets under
management in Company-sponsored mutual funds, the Company's fixed-
income investment advisory subsidiary and fee-based brokerage
accounts. Additionally, the current quarter includes fees earned
by Gray, Seifert & Co., Inc., an investment advisory firm acquired
in April 1994. At quarter end, Company subsidiaries served as
investment advisors to individual and institutional accounts and
mutual funds with assets of $18.0 billion, up from $15.9 billion at
December 31, 1993.
Investment banking revenues were $8.5 million, 64% lower than in
the corresponding quarter of the prior year, principally reflecting
a substantial decline in corporate and municipal underwritings
following sharp increases in interest rates. Included in the
December 1993 quarter were significant revenues from sizable co-
managed offerings of real estate investment trust securities.
<PAGE> 8
Compensation and benefits declined 7% to $54.8 million, as lower
commission and profitability-based compensation was partially
offset by increased staffing in new and existing product areas and
the addition of new retail brokerage offices.
Occupancy and equipment rental increased 8% to $7.3 million because
of higher depreciation expense and the inclusion of the expenses of
Gray, Seifert & Co.
Communications expense increased 11% to $6.3 million because of
increased quotation service expense and higher printing costs.
Floor brokerage and clearing fees declined 17% to $1.2 million,
reflecting reduced transaction volume and lower execution charges.
Other expense increased 21% to $12.0 million, principally because
of increased litigation, marketing and promotional expenses.
Interest revenue increased 37% to $10.7 million, reflecting higher
interest rates earned on larger customer margin account balances,
firm investments and fixed-income securities positions.
Interest expense increased 10% to $4.4 million because of higher
interest rates paid on customer credit balances, offset in part by
a decline in interest expense related to short-term borrowings.
Income taxes declined 56% to $2.9 million as a result of lower
pre-tax earnings. The effective tax rate increased to 40.9% from
39.4% as a result of an increased effective state tax rate and
federal tax law changes.
<PAGE> 9
Nine Months Ended December 31, 1994 Compared to Nine Months Ended
December 31, 1993
The Company's net earnings in the nine months ended December 31,
1994 declined 58% to $12.2 million from a record $29.4 million in
the prior year's corresponding period. Revenues fell 10% to $271.2
million from $301.2 million. Primary earnings per share were $.98,
down 60% from $2.43. Fully diluted earnings per share were $.86,
down 56% from $1.95.
Commission revenues fell 15% to $88.5 million because of declines
in sales of listed securities, non-affiliated mutual funds and
over-the-counter securities.
Revenues from principal transactions increased 5% to $42.4 million
because of increased sales of municipal, corporate debt and over-
the-counter equity securities. These increases were substantially
offset by lower sales of U.S. government and agency securities and
a decline in trading profits on firm proprietary positions.
Investment advisory and related fees increased 30% to $61.6
million, reflecting growth in assets under management in Company-
sponsored mutual funds, the Company's fixed-income investment
advisory subsidiary and fee-based brokerage accounts.
Additionally, the current period includes fees earned by Gray,
Seifert & Co.
Investment banking revenues fell 56% to $29.8 million from record
levels achieved in the corresponding period of the prior year as
both corporate and municipal underwriting declined because of
rising interest rates.
Other revenues rose 4% to $20.9 million, primarily because of
increased loan origination and mortgage servicing fees.
Compensation and benefits declined 7% to $159.9 million, as lower
commission and profitability-based compensation was partially
offset by personnel additions in new retail brokerage offices and
new and existing product areas. In addition, the current period
includes expenses of Gray, Seifert & Co.
Occupancy and equipment rental increased 9% to $21.6 million
because of higher depreciation and rent expense related to branch
and product area expansion, and the acquisition of Gray, Seifert &
Co.
Communications expense increased 9% to $18.4 million because of
higher quote services, printing, and telephone expenses, related
principally to business expansion.
<PAGE> 10
Floor brokerage and clearing fees fell 18% to $3.7 million,
reflecting reduced transaction volume and lower listed securities
execution charges.
Other expense increased 21% to $35.0 million, principally because
of increased litigation, marketing and promotional expenses.
Interest revenue increased 26% to $27.9 million because of higher
interest rates earned on larger customer margin account balances
and higher rates earned on firm investments.
Interest expense increased 6% to $11.9 million because of higher
interest rates paid on customer credit balances and the issuance of
$68.0 million of convertible subordinated debentures on April 28,
1993. These increases were substantially offset by lower financing
costs on reduced holdings of fixed-income securities.
Income taxes declined 55% to $8.4 million, principally because of
lower pre-tax earnings. The effective tax rate increased to 40.8%
from 39.1% as a result of an increased effective state tax rate and
federal tax law changes.
Liquidity and Capital Resources
There has been no material change in the Company's financial
position since March 31, 1994. A substantial portion of the
Company's assets is liquid, consisting mainly of cash and assets
readily convertible into cash. These assets are financed primarily
by free credit balances, equity capital, bank lines of credit,
subordinated borrowings and other payables.
During the nine months ended December 31, 1994, cash and cash
equivalents increased $85.7 million. Cash flows from operating
activities provided $62.8 million, primarily because of increases
in regulatory deposits and net earnings, offset in part by higher
securities inventory positions. Additionally, cash flows from
financing activities provided $36.8 million, attributable to higher
short-term borrowings by the Company's mortgage banking operations.
Cash flows from investing activities used $13.9 million,
principally related to purchases of property, equipment and
investment securities.
On January 5, 1995, the Company completed the acquisition of
Batterymarch Financial Management, utilizing $52.4 million in cash.
See Note 7 of Notes to Condensed Consolidated Financial Statements
regarding additional future payments that may be required in the
business combination.
<PAGE 11>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Taxable Municipal Bond Litigation.
Reference is made to the discussion under the caption "Taxable
Municipal Bond Litigation" in Item 3 of Registrant's 10-K Report
for the fiscal year ended March 31, 1994 and Part II, Item 1 of
Registrant's 10-Q Report for the quarter ended September 30, 1994.
In February 1995, the MDL Court preliminarily approved the
principal terms of a proposed settlement of the class actions as
set forth in a settlement agreement among the defendants and the
representatives of the putative plaintiff class. The settlement
agreement will require Howard, Weil, Labouisse, Friedrichs
Incorporated, as one of the underwriter defendants, to contribute
approximately $3.6 million toward a total settlement amount of
$25.6 million. The settlement agreement permits the settling
defendants to terminate the settlement if plaintiffs having more
than a specified aggregate dollar amount of claims elect to "opt
out" of participation in the settlement. The amount of opt outs
that will allow this termination option to be exercised has been
filed under seal with the MDL Court.
In February 1995, the MDL Court established a settlement
notice mailing date of February 28, 1995, an opt-out and objection
notice date of April 14, 1995 and a settlement hearing date of July
31, 1995.
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(11) Statements re: computation of per share
earnings
(27) Financial Data Schedules
(b) No reports on Form 8-K were filed during the
quarter ended December 31, 1994.
<PAGE> 13
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.
LEGG MASON, INC.
(Registrant)
DATE February 14, 1995 /s/ John F. Curley, Jr.
John F. Curley, Jr.
Vice Chairman of the Board
DATE February 14, 1995 /s/ F. Barry Bilson
F. Barry Bilson
Vice President - Finance
<PAGE> 14
INDEX TO EXHIBITS
PAGE
11. Statement re: computation of per share earnings. 15-16
27. Statement re: Financial data schedules. 17
<PAGE> 1
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(in thousands except per share amounts)
<TABLE>
<CAPTION>
For The Three Months Ended December 31,
1994 1993
Fully Fully
Primary Diluted Primary Diluted
<S> <C> <C> <C> <C>
Weighted average shares
outstanding:
Common stock 12,190 12,190 11,697 11,697
Shares available under
options 375 394 486 507
Issuable upon conversion
of debentures - 4,220 - 4,221
------- ------- ------- -------
12,565 16,804 12,183 16,425
======= ======= ======= =======
Weighted average common
and common equivalent
shares outstanding 12,565 16,804 12,183 16,425
======= ======= ======= =======
Net earnings $ 4,133 $ 4,133 $ 9,889 $ 9,889
Interest expense, net,
on debentures - 727 - 736
------- ------- ------- -------
Net earnings applicable
to common stock $ 4,133 $ 4,860 $ 9,889 $10,625
======= ======= ======= =======
Per share $ .33 $ .29 $ .81 $ .65
======= ======= ======= =======
</TABLE>
<PAGE> 2
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(in thousands except per share amounts)
<TABLE>
<CAPTION>
For The Nine Months Ended December 31,
1994 1993
Fully Fully
Primary Diluted Primary Diluted
<S> <C> <C> <C> <C>
Weighted average shares
outstanding:
Common stock 12,128 12,128 11,619 11,619
Shares available under
options 361 389 467 530
Issuable upon conversion
of debentures - 4,220 - 3,963
------- ------- ------- -------
12,489 16,737 12,086 16,112
======= ======= ======= =======
Weighted average common
and common equivalent
shares outstanding 12,489 16,737 12,086 16,112
======= ======= ======= =======
Net earnings $12,237 $12,237 $29,381 $29,381
Interest expense, net,
on debentures - 2,182 - 2,076
------- ------- ------- -------
Net earnings applicable
to common stock $12,237 $14,419 $29,381 $31,457
======= ======= ======= =======
Per share $ .98 $ .86 $ 2.43 $ 1.95
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM CONDENSED
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AND CONDENSED
CONSOLIDATED STATEMENTS OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000704051
<NAME> LEGG MASON, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> $125,904,000
<RECEIVABLES> $298,667,000
<SECURITIES-RESALE> $83,682,000
<SECURITIES-BORROWED> $112,976,000
<INSTRUMENTS-OWNED> $71,377,000
<PP&E> $23,316,000
<TOTAL-ASSETS> $901,346,000
<SHORT-TERM> $54,399,000
<PAYABLES> $361,531,000
<REPOS-SOLD> $0
<SECURITIES-LOANED> $100,563,000
<INSTRUMENTS-SOLD> $6,954,000
<LONG-TERM> $102,487,000
<COMMON> $1,221,000
$0
$0
<OTHER-SE> $221,979,000
<TOTAL-LIABILITY-AND-EQUITY> $901,346,000
<TRADING-REVENUE> $42,377,000
<INTEREST-DIVIDENDS> $27,915,000
<COMMISSIONS> $88,542,000
<INVESTMENT-BANKING-REVENUES> $29,785,000
<FEE-REVENUE> $61,621,000
<INTEREST-EXPENSE> $11,931,000
<COMPENSATION> $159,894,000
<INCOME-PRETAX> $20,679,000
<INCOME-PRE-EXTRAORDINARY> $20,679,000
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> $12,237,000
<EPS-PRIMARY> $.98
<EPS-DILUTED> $.86
</TABLE>
