United States
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
Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended MARCH 31, 1996 Commission File Number
10-3140
NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION, MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) AND (2) OF FORM
10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
Northern States Power Company
(Exact name of registrant as specified in its charter)
Wisconsin 39-0508315
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
100 North Barstow Street, Eau Claire, Wisconsin 54703
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code
(715) 839-2592
NONE
Former name, former address and former fiscal year, if changed
since last report
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 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 Outstanding at May 15, 1996
Common Stock, $100 par value 862,000 Shares
All outstanding common stock is owned beneficially and of
record by Northern States Power Company, a Minnesota corporation.
Northern States Power Company (Wisconsin)
NOTES TO FINANCIAL STATEMENTS
The Company is a wholly owned subsidiary of Northern States Power
Company, a Minnesota corporation (NSPM).
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the
financial position of Northern States Power Company, a Wisconsin
corporation, (Company) as of March 31, 1996 and December 31, 1995,
the results of its operations for the three months ended March 31,
1996 and 1995 and its cash flows for the three months ended March
31, 1996 and 1995. Due to the seasonality of the Company's
electric and gas sales, operating results on a quarterly and year-
to-date basis are not necessarily an appropriate base from which
to project annual results.
The accounting policies followed by the Company are set forth in
Note 1 to the Company's financial statements in its Annual Report
on Form 10-K for the year ended December 31, 1995 (Form 10-K).
The following notes should be read in conjunction with such
policies and other disclosures in the Form 10-K.
1. Accounting Change - Gas Costs
While fixed costs (demand charges) from gas suppliers are
incurred fairly evenly throughout the year, such costs are
recovered in customer rates on a per unit basis (using
average annual costs per unit), primarily in the winter
heating season when sales volumes are highest. Also, the
energy price of gas purchased (excluding demand charges) can
vary from estimated levels included in customer rates. As a
result, gas costs for both demand and energy charges are
incurred throughout the year at a different time than when
such costs are recovered from customers. The purchased gas
adjustment (PGA) clause allows customer rates to be adjusted
periodically to ensure full recovery of all gas costs
incurred.
Effective January 1, 1996, the Company changed its method of
accounting for the regulatory effects of costs recovered
through the PGA rate adjustment clause. Previously, the
Company expensed gas costs as incurred. Beginning in 1996,
the cost of gas expensed is adjusted to equal the level of
cost recovery in customer rates, with such adjustments being
reflected as regulatory deferrals on the balance sheet. This
accounting change results in a better matching of revenues
and expenses, and conforms to the cost recognition method
used by NSPM.
This change affects the timing of expense recognition within
the year but will not change total annual gas expense for
1996 or any prior years. The effect of the change on first
quarter 1996 results was an increase in gas costs recognized
and a decrease in pre-tax operating income of approximately
$6.5 million, and a decrease in net income of $3.9 million.
Consistent with accounting requirements, prior year quarterly
results have not been restated for this change. Had the
change been implemented as of January 1, 1995, the effect of
the change on first quarter 1995 results would have been an
increase in gas costs and a decrease in pre-tax operating
income of $3.7 million, and a decrease in net income of $2.2
million.
2. Proposed Business Combination
On April 28, 1995, NSPM and Wisconsin Energy Corporation
(WEC) entered into an Agreement and Plan of Merger (Merger
Agreement), which provides for a strategic business
combination involving NSPM, WEC and the Company to form a
registered utility holding company, which will be known as
Primergy Corporation (Primergy) and will be the parent of
NSPM and the current operating subsidiaries of NSPM and WEC.
It is anticipated that, following the merger, except for
certain gas distribution properties transferred to NSPM, the
Company will be merged into WEC's current principal utility
subsidiary, Wisconsin Electric Power Company, which will be
renamed "Wisconsin Energy Company," and that some of the
Company's other subsidiaries will be divested to Primergy or
another of its subsidiaries. The business combination is
intended to be tax-free for income tax purposes, and to be
accounted for as a pooling of interests. The Merger, which
was approved by the shareholders of the constituent companies
at meetings held on September 13, 1995, is expected to close
shortly after all of the conditions of the Merger Agreement,
including obtaining applicable regulatory approvals, are met
or waived. Although the goal of NSPM and WEC is to receive
approvals from the regulatory authorities by the end of 1996,
some regulatory authorities have not established a timetable
for their decision. Therefore, it is possible that the
approvals necessary to consummate the merger may not be
obtainable until after 1996. Item 5 of Part II of this
report provides additional information regarding the proposed
business combination.
3. Rate Matters
There were no changes in any of the Company's jurisdictionss
rates since the Form 10-K was filed. The technical hearings
for the electric and gas stand alone rate cases, based on a
1997 pre-merger test year, are scheduled before the Public
Service Commission of Wisconsin on July 8, 1996.
Item 2. Management's Discussion and Analysis of Results of
Operations
Discussion of financial condition and liquidity is omitted per
conditions set forth in general instructions H (1) and (2) of Form
10-Q for wholly-owned subsidiaries (reduced disclosure format).
On April 28, 1995, NSPM and WEC entered into an Agreement and Plan
of Merger which provides for a strategic business combination
involving the two companies in a "merger-of-equals" transaction.
See Note 2 to the Financial Statements and Part II of this report.
The Company's net income for the three months ended March 31, 1996
was $12.9 million. Net income decreased $2.2 million for the
comparable period from a year ago.
FIRST QUARTER 1996 AS COMPARED WITH FIRST QUARTER 1995
Electric revenues for the first quarter of 1996 increased $3.9
million (4.1 percent) from the electric revenues for the first
quarter of 1995. Electric sales increased 4.5% in 1996 from 1995,
with the majority of the increase due to the comparably colder
temperatures in 1996 and the remainder due to customer and load
growth.
Gas revenues increased $6.8 million (21.6 percent) in the first
quarter of 1996 compared to the first quarter of 1995. Gas sales
for the first quarter of 1996 were 12.9% higher than those in the
comparable quarter of 1995. Also contributing to the increase
were the gas rate increase effective January 1, 1996, as discussed
in the Rate Matters Jurisdiction section of the 1995 Form 10-K.
Fuel for electric generation expenses increased $0.6 million
primarily due to increased generation to meet sales requirements.
Purchased and interchange power increased $4.5 million as a result
of higher purchased power expenses in 1996 due to higher cost of
purchases, reflecting market conditions and higher purchases due
to less plant availability.
Gas purchased for resale increased $8.2 million with $1.7 million
of the increase as a result of increased sales and the remaining
$6.5 million as a result of the change in accounting for gas costs
as discussed in Note 1 of the Notes to Financial Statements in
this report.
Other operation costs increased $1.0 million primarily as a result
of increased spending in the electric equipment maintenance area.
Maintenance expense increased $0.7 million due to increased
spending in the diesel operations, and electric transmission and
distribution areas.
Administrative and general costs decreased $0.4 million due
primarily to decreases in employee benefit expenses.
Depreciation increased $0.4 million in the first quarter of 1996
over the same quarter of 1995 due to increases in the Company's
plant in service.
Property and general taxes increased $0.1 million primarily due to
taxes on increased plant in service in the State of Wisconsin.
Income tax expense of the first quarter of 1996 is down $2.2
million as compared to the first quarter of 1995. This reflects a
lower level of pre-tax income in the first quarter of 1996, and is
also partially due to adjustments made increasing current tax
expense in the first quarter of 1995 as a result of updating the
status of estimated income tax liabilities expected to be incurred
as a result of unaudited tax years.
Other income and deductions increased $0.1 million primarily as a
result of an increase in allowance for funds used during
construction-equity (AFUDC) due to more equity used to fund
construction and an increase in construction work in progress.
Interest expense was about the same in both periods.
PART II. OTHER INFORMATION
Item 5. Other Information
Merger Agreement with Wisconsin Energy Corporation
As previously reported in The Company's Current Report on Form
8-K, dated May 8, 1995, and filed on May 8, 1995, and the 1995 Form
10-K, NSPM and WEC have entered into a merger agreement which
provides for a strategic business combination involving NSPM and
WEC in a "merger-of-equals" transaction (Transaction).
In connection with the Transaction, the Company will be merged
into WEC's principal utility subsidiary, Wisconsin Electric Power
Company (WE), which will be renamed Wisconsin Energy Company.
Prior to the merger of the Company into Wisconsin Energy Company,
a new successor company to NSPM, Northern Power Wisconsin Corp.
(New NSP), will acquire from the Company certain gas utility
properties and operations in La Crosse and Hudson, Wisconsin with
a net historical cost at March 31, 1996 of approximately $18.2
million.
The Merger Agreement is subject to various conditions, including
the approval of various regulatory agencies. On April 10, 1996,
the Michigan Public Service Commission approved the merger
application through a settlement agreement containing terms
consistent with the merger application. This is the first of four
states to act where approval of the merger is required. On April
5, 1996, WEC and NSPM submitted the initial filing to the
Securities and Exchange Commission to facilitate registration of a
new parent company, Primergy Corporation (Primergy) under the
Public Utility Holding Company Act of 1935, as amended. In 1996,
WEC and NSPM will also file required notifications with the
Federal Trade Commission and the Department of Justice under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Subject to obtaining all requisite approvals, WEC and NSP
anticipate completing the Transaction by January 1, 1997.
Detailed information with respect to the Merger Agreement and the
proposed Transaction is contained in the 1995 Annual Reports on
Form 10-K of NSPM and the Company and in the Joint Proxy
Statement/Prospectus dated August 7, 1995 relating to the meetings
of the stockholders of WEC and NSPM to vote on the Merger
Agreement and related matters.
SUMMARIZED PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following summarized unaudited pro forma financial information
combines historical balance sheet and income statement information
of WEC and NSPM, and of WE and the Company, to give effect to the
Transaction to form Primergy and Wisconsin Energy Company,
respectively. The unaudited pro forma balance sheet information
gives effect to the Transaction as if it had occurred at March 31,
1996. The unaudited pro forma income statement information gives
effect to the Transaction as if it had occurred at January 1,
1996. This pro forma information was prepared from the historical
financial statements of NSPM, WEC, WE and the Company on the basis
of accounting for the Transaction as a pooling of interest and
should be read in conjunction with each historical financial
statements and related notes thereto.
The allocation between Wisconsin Energy Company and New NSP and
their customers of the estimated cost savings resulting from the
Transaction, net of costs incurred to achieve such estimated cost
savings, will be subject to regulatory review and approval. None
of the estimated cost savings, the costs to achieve such savings,
nor transaction costs are reflected in the unaudited pro forma
financial information. With the exception of certain non-current
deferred tax balance sheet reclassifications described below, all
other financial statement presentation and accounting policy
differences are immaterial and have not been adjusted in the
unaudited pro forma financial information. The following
information is not necessarily indicative of the financial
position or operating results that would have occurred had the
Transaction been consummated on the date or at the beginning of
the period for which the Transaction is being given effect nor is
it necessarily indicative of future operating results or financial
position.
Primergy Information
The following summarized Primergy unaudited pro forma financial
information reflects the combination of the historical financial
statements of WEC and NSPM after giving effect to the Transaction
to form Primergy. A $143 million pro forma adjustment has been
made to conform the presentation of noncurrent deferred income
taxes in the summarized unaudited pro forma combined balance sheet
information as a net liability. The unaudited pro forma combined
earnings per common share reflect pro forma adjustments to average
NSPM common shares outstanding in accordance with the provisions
of the Merger Agreement, whereby each outstanding share of NSPM
common stock will be converted into 1.626 shares of Primergy
common stock. In the Transaction, each outstanding share of WEC
common stock will remain outstanding as a share of Primergy common
stock.
Primergy Corporation:
Unaudited
WEC NSPM Pro Forma
(As Reported) (As Reported) Combined
(Millions, except per share amounts)
As of March 31, 1996:
Utility plant-net $2 907 $4 321 $7 228
Current assets 502 838 1 340
Other assets * 1 129 1 222 2 208
Total Assets $4 538 $6 381 $10 776
Common stockholders' equity $1 893 $2 066 $3 959
Preferred stockholders' equity 30 241 271
Long-term debt 1 356 1 668 3 024
Total Capitalization 3 279 3 975 7 254
Current liabilities 400 998 1 398
Other liabilities * 859 1 408 2 124
Total Equity & Liabilities $4 538 $6 381 $10 776
For the Three Months Ended
March 31, 1996:
Utility Operating Revenues $ 495 $ 719 $ 1 214
Utility Operating Income 85 89 174
Net Income, after Preferred
Dividend Requirements 63 64 127
Earnings per Common Share:
As Reported 0.57 0.94 -
NSP Equivalent Shares - - 1.87
Primergy Shares - - 0.57
* Includes a $143 million pro forma adjustment to conform the
presentation of noncurrent deferred taxes as a net liability.
Wisconsin Energy Company Information
The following summarized Wisconsin Energy Company unaudited pro
forma financial information combines historical balance sheet and
income statement information of WE and the Company to give effect
to the Transaction, including the transfer of certain gas utility
properties from the Company to New NSP. The unaudited pro forma
income statement information does not reflect adjustments to
eliminate 1996 first quarter revenues of $14.5 million and related
expenses associated with the transfer of certain gas utility
properties and operations from the Company to New NSP. A $139
million pro forma adjustment has been made to conform the
presentation of noncurrent deferred income taxes in the summarized
unaudited pro forma combined balance sheet information as a net
liability.
Wisconsin Energy Company: **
Unaudited
The Pro Forma
WE Company Combined
(As Reported) (As Reported) ***
(Millions of Dollars)
As of March 31, 1996:
Utility plant-net $2 907 $ 655 $3 542
Current assets 485 73 574
Other assets * 896 60 816
Total Assets $4 288 $ 788 $4 932
Common stockholders' equity $1 718 $ 325 $2 043
Preferred stock and premium 30 - 30
Long-term debt 1 314 213 1 527
Total Capitalization 3 062 538 3 600
Current liabilities 380 88 468
Other liabilities * 846 162 864
Total Equity & Liabilities $4 288 $ 788 $4 932
For the Three Months Ended
March 31, 1996:
Utility Operating Revenues $ 495 $ 139 $ 634
Utility Operating Income 85 17 102
Net Income, after Preferred
Dividend Requirements 62 13 75
* Includes a $143 million pro forma adjustment to conform the
presentation of noncurrent deferred taxes as a net
liability.
** In connection with the Merger Agreement, WE will be renamed
Wisconsin Energy Company.
*** Includes a pro forma adjustment for the transfer of certain
gas properties from the Company to New NSP and a $139
million pro forma adjustment to conform the presentation of
noncurrent deferred taxes as a net liability.
Note: Earnings per share of common stock are not applicable
because all of the Wisconsin Energy Company common
stock will be owned by Primergy.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following Exhibit is filed with this report:
27.01 Financial Data Schedule for the three months ended
March 31, 1996.
The following Exhibits are incorporated herein by reference:
None
(b) Reports on Form 8-K
None
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.
NORTHERN STATES POWER COMPANY
(Registrant)
Date: May 15, 1996 /s/
David E. Ripka
Controller
(Principal Accounting Officer)
Date: May 15, 1996 /s/
Neal Siikarla
Treasurer
(Principal Financial Officer)
<TABLE>
NORTHERN STATES POWER COMPANY (WISCONSIN)
STATEMENTS OF INCOME
<CAPTION>
For the Three Months Ended
March 31
(Thousands of Dollars)
1996(*) 1995(*)
<S> <C> <C>
Operating revenues
Electric................................ 100,360 96,436
Gas..................................... 38,370 31,558
Total................................. 138,730 127,994
Operating expenses
Fuel for electric generation............ 1,781 1,158
Purchased and interchange power......... 48,080 43,584
Gas purchased for resale................ 26,261 18,021
Other operation......................... 14,235 13,219
Maintenance............................. 4,614 3,893
Administrative and general.............. 6,187 6,571
Depreciation and amortization........... 8,529 8,124
Taxes: Property and general............. 3,648 3,521
Current income tax expense....... 7,901 9,511
Net Provision for Deferred Income 380 977
Net Investment tax credit
adjustment...................... (227) (234)
Total................................. 121,389 108,345
Operating income......................... 17,341 19,649
Other income
Other income and deductions - net....... 126 156
Allowance for funds used during
construction - Equity................ 136 59
Total Other income..................... 262 215
Income before interest charges........... 17,603 19,864
Interest charges
Interest on long-term debt.............. 3,980 4,011
Other interest and amortization......... 799 838
Allowance for funds used during
construction - Debt.................. (95) (145)
Total................................. 4,684 4,704
Net Income............................... 12,919 15,160
Pro forma Net Income - adjusted to apply
the change in accounting for gas costs
retroactively to January 1, 1995
(see Note 1) 12,919 12,934
Statements of Retained Earnings
Balance at beginning of period........... 221,638 218,833
Net income for period.................... 12,919 15,160
Net Additions.......................... 12,919 15,160
Dividends paid........................... 6,396 6,603
Balance at end of period................. 228,161 227,390
<FN>
(*) Unaudited
The Notes to Financial Statements are an integral part of the Statements
of Income and Retained Earnings
2
</TABLE>
<TABLE>
NORTHERN STATES POWER COMPANY (WISCONSIN)
BALANCE SHEETS
<CAPTION>
March 31 December 31
1996 (*) 1995
(Thousands of dollars)
ASSETS
<S> <C> <C>
UTILITY PLANT
Electric.................................... 871,170 864,514
Gas......................................... 95,040 94,425
Common...................................... 67,330 63,758
Total................................... 1,033,540 1,022,697
Accumulated provision for depreciation.... (378,290) (370,634)
Net utility plant....................... 655,250 652,063
OTHER PROPERTY AND INVESTMENTS................ 9,484 9,218
CURRENT ASSETS
Cash and cash equivalents................... 840 247
Accounts receivable - net................... 35,249 43,134
Materials and supplies - at average cost
Fuel...................................... 2,182 6,689
Other..................................... 5,304 5,561
Unbilled utility revenues................... 20,871 18,665
Prepayments and other....................... 8,366 11,295
Total current assets.................... 72,812 85,591
DEFERRED DEBITS
Unamortized debt expense.................... 2,746 2,780
Regulatory assets........................... 34,233 34,704
Federal Income tax receivable............... 3,307 3,307
Other....................................... 10,405 3,235
Total deferred debits..................... 50,691 44,026
TOTAL.............................. 788,237 790,898
LIABILITIES
CAPITALIZATION
Common Stock - authorized 870,000
shares of $100 par value, issued
shares: 1996 and 1995, 862,000............ 86,200 86,200
Premium on common stock..................... 10,461 10,461
Retained Earnings........................... 228,161 221,638
Total common stock equity............... 324,822 318,299
LONG-TERM DEBT 213,235 213,235
Total capitalization.................... 538,057 531,534
CURRENT LIABILITIES
Notes payable - parent company.............. 37,000 50,900
Accounts payable............................ 10,888 14,884
Salaries, wages, and vacation pay accrued... 4,757 6,343
Payable to affiliate companies (principally 16,923 13,457
Federal taxes accrued....................... 5,518 4,111
Other taxes accrued......................... 2,154 1,537
Interest accrued............................ 5,299 5,300
Deferred tax liability...................... 2,015 1,963
Other....................................... 10,431 4,177
Total current liabilities............... 94,985 102,672
DEFERRED CREDITS
Accumulated deferred income taxes........... 100,441 100,227
Accumulated deferred investment tax credits. 20,906 21,205
Regulatory liabilities...................... 17,840 18,020
Customer advances........................... 6,771 6,458
Benefit obligations and other............... 9,237 10,782
Total deferred credits.................. 155,195 156,692
TOTAL............................... 788,237 790,898
<FN>
(*) Unaudited
The Notes to Financial Statements are an integral part of the Balance Sheet.
3
</TABLE>
<TABLE>
Northern States Power Company (Wisconsin)
Statements of Cash Flows
<CAPTION>
Three Months Ended
March 31
(Thousands of dollars)
1996(*) 1995(*)
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income.......................................... 12,919 15,160
Adjustments to reconcile net income to cash from
operating activities:
Depreciation and amortization..................... 8,744 8,529
Deferred income taxes............................. 267 1,454
Investment tax credit adjustments................. (227) (234)
Allowance for funds used during construction
- equity....................................... (136) (59)
Insurance receivable.............................. 0 1,533
Cash provided from (used by) changes in working
capital......................................... 20,146 17,139
Cash provided from (used by) changes in other
assets and liabilities....................... (5,768) (2,275)
Net cash provided from operating activities 35,945 41,247
Cash Flows from Financing Activities:
Issuance (repayment) of short-term debt............. (13,900) (25,000)
Redemption of long-term debt(Including Reacquisition
Premium) 0 (2,910)
Dividends paid...................................... (6,396) (6,603)
Net cash used for financing activities (20,296) (34,513)
Cash Flows from Investing Activities:
Capital expenditures................................ (11,840) (4,980)
Increase (decrease) in construction related
accounts payable.................................. (615) (942)
Allowance for funds used during construction
- equity.......................................... 136 59
Other............................................... (2,737) (847)
Net cash used for investing activities (15,056) (6,710)
Net increase (decrease) in cash and cash equivalents... 593 24
Cash and cash equivalents beginning of period.......... 247 61
Cash and cash equivalents end of period................ 840 85
<FN>
(*) Unaudited
The Notes to Financial Statements are an integral part of the Statements
of Cash Flows.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 655,250
<OTHER-PROPERTY-AND-INVEST> 9,484
<TOTAL-CURRENT-ASSETS> 72,812
<TOTAL-DEFERRED-CHARGES> 50,691
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 788,237
<COMMON> 86,200
<CAPITAL-SURPLUS-PAID-IN> 10,461
<RETAINED-EARNINGS> 228,161
<TOTAL-COMMON-STOCKHOLDERS-EQ> 324,822
0
0
<LONG-TERM-DEBT-NET> 213,235
<SHORT-TERM-NOTES> 37,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 213,180
<TOT-CAPITALIZATION-AND-LIAB> 788,237
<GROSS-OPERATING-REVENUE> 138,730
<INCOME-TAX-EXPENSE> 8,054
<OTHER-OPERATING-EXPENSES> 113,335
<TOTAL-OPERATING-EXPENSES> 121,389
<OPERATING-INCOME-LOSS> 17,341
<OTHER-INCOME-NET> 262
<INCOME-BEFORE-INTEREST-EXPEN> 17,603
<TOTAL-INTEREST-EXPENSE> 4,684
<NET-INCOME> 12,919
0
<EARNINGS-AVAILABLE-FOR-COMM> 12,919
<COMMON-STOCK-DIVIDENDS> 6,396
<TOTAL-INTEREST-ON-BONDS> 3,980
<CASH-FLOW-OPERATIONS> 35,945
<EPS-PRIMARY> 14.99
<EPS-DILUTED> 14.99
</TABLE>
