Form U-3A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
File Number 1-8946
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER
RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
CILCORP Inc.
(Name of Company)
hereby files with the Securities and Exchange Commission,
pursuant to Rule 2, its statement claiming exemption as a holding
company from the provisions of the Public Utility Holding Company
Act of 1935, and submits the following information:
1. CILCORP Inc. (the "Company") - Organized as a holding company.
Incorporated in Illinois. Located in Peoria, Illinois.
The Company has the following active subsidiaries:
Central Illinois Light Company ("CILCO") - Organized as a
public utility to generate, transmit, distribute and sell
electric energy and to purchase, distribute, transport and
sell natural gas. (Incorporated in Illinois. Located in
Peoria, Illinois). CILCO has two subsidiaries, both of which
are Illinois corporations and located in Peoria, Illinois.
The first of these, CILCO Exploration and Development
Company, was organized to engage with others in joint
ventures for the exploration and development of new or
additional sources or supplies of natural gas or
supplemental gas. The other, CILCO Energy Corporation, was
organized to engage with others in a joint venture for
research and development of new sources of energy, including
conversion of coal and other minerals into gas.
CILCORP Investment Management Inc. ("CIM") - Organized to
administer the Company's investment policy and to manage its
investment portfolio. (Incorporated in Illinois. Located in
Peoria, Illinois.) Through its wholly-owned subsidiary CIM
Energy Investments Inc. (Incorporated in Illinois. Located
in Peoria, Illinois), CIM has a limited partnership interest
in the Energy Investors Fund, L.P. ("Fund"). The Fund
invests in non-regulated, non-utility facilities for the
production of electricity or thermal energy. CIM holds a
limited partnership interest in Illinois Equity Fund 1992
Limited Partnership, Illinois Equity Fund 1994 Limited
Partnership, Illinois Equity Fund 1996 Limited Partnership
and Illinois Equity Fund 1998 Limited Partnership, which
invest in affordable housing projects in Illinois. CIM also
holds a limited partnership interest in House Investments -
Midwest Corporate Tax Credit Fund, L.P., House Investments -
Midwest Corporate Tax Credit Fund II, L. P. and Banc One Tax
Credit Fund III, L. P., which invest in affordable
housing projects. CIM owns 100% of the capital stock of the
following corporations: CIM Leasing Inc., (Incorporated in
Delaware. Located in Peoria, Illinois) which holds a
leveraged lease investment in passenger railcars, a
leveraged lease investment in a coal dragline located in
Illinois, and a limited partnership interest in SunAmerica
Affordable Housing Partners 51 which invests in affordable
housing projects; CIM Air Leasing Inc., (Incorporated in
Delaware. Located in Peoria, Illinois) which holds a
partnership interest in a leveraged lease investment in a
commercial aircraft and CILCORP Lease Management Inc.
("CLM"), (Incorporated in Delaware. Located in Peoria,
Illinois). CLM was organized to enter into leveraged lease
transactions. CLM directly holds one leveraged lease
investment in an electric generating unit located in
Arizona. CLM has the following wholly-owned subsidiaries
with leveraged lease investments as indicated: CLM Inc.-IV
(Incorporated in Delaware. Located in Peoria, Illinois) - an
office building in California; CLM Inc.-VI (Incorporated in
Delaware. Located in Peoria, Illinois) - an office building
in Delaware and a waste-to-energy electric generating
facility; and CLM Inc.-VII and CLM Inc.-VIII (both of which
are Delaware corporations and located in Peoria, Illinois) -
24 wholesale club buildings in eight states.
CILCORP Ventures Inc. ("CVI") - Organized to pursue investment
opportunities in new ventures and to expand existing ventures.
(Incorporated in Illinois. Located in Peoria, Illinois.)
CVI has one wholly owned subsidiary: CILCORP Energy
Services Inc. (Incorporated in Illinois. Located in
Peoria, Illinois) which was formed to promote energy-
related products and services in non-regulated markets.
QST Enterprises Inc. ("QST"): Organized primarily to
provide energy and related products and services in non-
regulated retail and wholesale energy markets.
(Incorporated in Illinois. Located in Peoria,
Illinois.) QST conducts its business activities through
the following direct or indirect wholly-owned
subsidiaries. QST Energy Inc. ("QST Energy")
(Incorporated in Illinois. Located in Peoria, Illinois,
subsidiary of QST.) provides energy and related
products and services to retail energy customers who may
choose QST Energy as an alternative to a regulated
public utility. QST Energy Trading Inc. (Incorporated
in Illinois. Located in Peoria, Illinois, subsidiary of
QST Energy) purchases energy at wholesale from regulated
utilities, power marketers, municipalities or other
suppliers for sale to either QST Energy or to non-
affiliated wholesale customers such as other marketers
and regulated public utilities; CILCORP Infraservices
Inc. (Incorporated in Illinois. Located in Peoria,
Illinois; subsidiary of QST) provides utility operation
and maintenance services; QST Environmental Inc. ("QST
Environmental") (Incorporated in Delaware. Corporate
offices located in Peoria, Illinois, subsidiary of QST)
provides environmental consulting, analytical and
remediation services. QST Environmental has six wholly-
owned active subsidiaries: Keck Instruments, Inc.
(Incorporated in Michigan. Located in Williamston,
Michigan) manufactures geophysical instruments used in
environmental applications; Chemrox, Inc. (Incorporated
in Connecticut. Located in Peoria, Illinois) currently
inactive, formerly manufactured products and provided
engineering services for the safe use and control of
ethylene oxide and chlorofluorocarbons; QST
Architectural Services, Inc. (Incorporated in Illinois.
Located in Peoria, Illinois) provides architectural
services in Illinois; National Professional Casualty Co.
(Incorporated in Vermont. Located in Peoria, Illinois)
provides professional and pollution liability insurance
to QST Environmental; Environmental Staffing Solutions,
Inc. (Incorporated in Illinois. Located in Peoria,
Illinois) provides employee leasing services; and ESE
Land Corporation (Incorporated in Illinois. Located in
Peoria, Illinois), through special purpose subsidiaries
or directly, maintains interests in environmentally
distressed parcels of real estate acquired for resale.
ESE Land Corporation is a member in California/Nevada
Developments, LLC, and Green Park Ventures, LLC,
formerly Future Developments, LLC, (Both organized in
Delaware. Both located in Seal Beach, California). ESE
Land Corporation has one active wholly owned subsidiary,
Savannah Resources Corp. (Incorporated in California.
Located in Peoria, Illinois) which is a member of
McCadden Development, LLC (Organized in Delaware.
Located in Seal Beach, California).
CILCORP Inc. also has the following indirect inactive
subsidiaries: ESE Biosciences Inc. (Incorporated in
Delaware); Environmental Science & Engineering, Inc.
(Incorporated in Delaware); Environmental Science &
Engineering, Inc. (Incorporated in Michigan); ESE
Placentia Development Corporation (Incorporated in
Illinois); Wilmington Land Company (Incorporated in
Illinois); ELC Makena I LLC (Organized in California).
2. CILCORP Inc. is a holding company and has no properties
used for the generation, transmission, and distribution
of electric energy for sale, or for the production,
transmission, and distribution of natural or
manufactured gas. Its only public utility subsidiary,
CILCO, organized in 1913, is engaged in the generation,
transmission, distribution and sale of electric energy
in an area of approximately 3,700 square miles in
central and east-central Illinois, and the purchase,
distribution, transportation and sale of natural gas in
an area of approximately 4,500 square miles in central
and east-central Illinois. CILCO renders electric
service to retail customers in 138 communities in
Illinois. CILCO renders gas service to customers in 129
communities in Illinois.
Electric Operations:
At December 31, 1998, CILCO owned and operated two steam-
electric generating plants and two combustion turbine-
generators and a gas-fired cogeneration plant, all of
which are located in the State of Illinois. These
facilities had an available summer capability of
1,152,000 kilowatts in 1998. The two major generating
facilities of CILCO (representing 96% of CILCO's
available summer capability projected for 1999), all of
which are fueled with coal are as follows:
Available Capability
(Summer)
Actual
Station & Unit 1998
Duck Creek Unit 1 366,000
E. D. Edwards -
Unit 1 117,000
Unit 2 262,000
Unit 3 361,000
CILCO's transmission system (all of which is located in
the State of Illinois and none of which delivers or
receives electric energy at the state border) includes
284 circuit miles operating at 138,000 volts and
48 circuit miles operating at 345,000 volts and includes
14 principal substations with an installed capacity of
3,364,200 kilovolt-amperes. CILCO's electric
distribution systems (all of which are located in the
State of Illinois) include approximately 6,223 pole and
tower miles of overhead lines and 2,096 miles of
underground distribution cables. The distribution
systems also include 105 substations with an installed
capacity of 2,007,860 kilovolt-amperes.
Natural Gas Operations:
CILCO's gas systems aggregate approximately 3,541 miles
of transmission and distribution mains (all of which are
located in the State of Illinois and none of which
delivers or receives gas at the state border). CILCO has
an underground gas storage facility located near
Glasford, Illinois which has a present recoverable
capacity of approximately 4,500,000 Mcf with daily
withdrawal capacity of up to approximately 120,000 Mcf,
depending on field pressure. An additional storage field
near Lincoln, Illinois has a present recoverable
capacity of approximately 5,200,000 Mcf with a daily
withdrawal capacity of up to approximately 45,000 Mcf,
depending on field pressure.
3. The following information provides electric and gas data for
CILCO for the year ended December 31, 1998:
a. Number of Kwh of electric energy sold:
Retail 5,787,529,625
Wholesale 774,969,272
Number of Mcf of natural or manufactured gas
distributed:
Retail 26,997,972
Transported Gas 21,150,913
b. Number of Kwh of electric energy distributed at
retail outside of Illinois:
None
Number of Mcf of natural or manufactured gas
distributed at retail outside of Illinois:
None
c. Number of Kwh of electric energy sold at wholesale
outside Illinois, or at the state line:
1,600,000 Kwh (Ohio)
Revenue $344,000
Number of Mcf of natural or manufactured gas sold
at wholesale outside Illinois, or at the state line:
109,025 Mcf (Missouri)
Revenue $219,069
d. Number of Kwh of electric energy purchased outside
of Illinois, or at the state line:
None
Number of Mcf of natural or manufactured gas
purchased outside of Illinois, or at the state line:
During 1998, CILCO purchased 37,751,534 Mcf of
natural gas under arrangements with pipeline
suppliers. The bulk of this gas was purchased on the
spot market and was transported to CILCO's service
territory by those suppliers.
4. The Company does not hold any interest in an exempt
wholesale generator or foreign utility company.
Exhibit A. Consolidating statement of income and surplus of
the claimant and its subsidiary companies for the year ended
December 31, 1998 and a consolidating balance sheet of claimant
and its subsidiary companies as of December 31, 1998.
Exhibit B. Financial Data Schedule.
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 25th day
of February, 1999.
CILCORP Inc.
By ____________________
R. O. Viets, President and
Chief Executive Officer
Attest:
John G. Sahn, Secretary
All notices and correspondence concerning this statement
should be addressed to:
John G. Sahn, Secretary
CILCORP Inc.
300 Hamilton Boulevard, Suite 300
Peoria, IL 61602
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 1 of 9
DECEMBER 31, 1998
(Thousands of Dollars)
<CAPTION>
CIM CVI QST CONSOL. TOTAL CILCO CONSOL. CILCORP
CONSOL. CONSOL. CONSOL. CILCORP ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current Assets 72 7,459 101,166 18,898 (18,911) 108,684 125,648 (1,811) 232,521
Investment in CILCO 320,131 320,131 (320,131) 0
Investment in CIM 15,183 (15,183) 0 0
Investment in CVI 1,407 (1,407) 0 0
Investment in ESE 0 0
Investment in QST 38,990 (38,990) 0 0
Investments and Other Property 162,308 351 29,000 (29,678) 161,981 4,509 166,490
Property, Plant and Equipment 7 6,852 432 7,291 873,420 880,711
Other Assets 119 12,096 146 6 12,367 20,851 33,218
Total Assets 162,499 7,817 120,114 424,187 (104,163) 610,454 1,024,428 (321,942) 1,312,940
Current Liabilities 18,393 6,477 79,915 71,858 (20,745) 155,898 117,641 273,539
Long-Term Debt 22,000 7,168 17,500 (29,000) 17,668 267,884 285,552
Deferred Credits 106,923 (64) (5,959) (712) 1,162 101,350 252,652 (1,811) 352,191
Preferred Stock 0 66,120 66,120
Common Stock 5,822 7,254 107,850 192,853 (120,926) 192,853 185,661 (185,661) 192,853
Retained Earnings 9,361 (5,850) (68,860) 142,688 65,346 142,685 134,470 (134,470) 142,685
Total Liab. & Stockholders' Equity 162,499 7,817 120,114 424,187 (104,163) 610,454 1,024,428 (321,942) 1,312,940
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 2 of 9
DECEMBER 31, 1998
(Thousands of Dollars)
<CAPTION>
CLM CIM ENRG CIM CIM AIR CONSOL. CIM
CIM CONSOL. INV LEASING LEASING ADJUSTMEN CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 42 30 72
Investment in CLM 9,021 (9,021) 0
Investment in CIM ENERGY (75) 75 0
Investment in CIM LEASING 4,353 (4,353) 0
Investment in CIM AIR LEASING 3,370 (3,370) 0
Investments and Other Property 39,434 114,408 1,509 23,436 15,035 (31,514) 162,308
Other Assets 119 119
Total Assets 56,145 114,438 1,509 23,555 15,035 (48,183) 162,499
Current Liabilities 16,336 25,366 852 10,638 (3,285) (31,514) 18,393
Long-Term Debt 22,000 22,000
Deferred Credits 2,626 80,051 732 8,564 14,950 106,923
Common Stock 5,822 730 1 1 1 (733) 5,822
Retained Earnings 9,361 8,291 (76) 4,352 3,369 (15,936) 9,361
Total Liab. & Stockholders' Equity 56,145 114,438 1,509 23,555 15,035 (48,183) 162,499
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 3 of 9
DECEMBER 31, 1998
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 4 CLM 6 CLM 7 & 8 ADJ. CONSOL.
<S> <C> <C> <C> <C> <C> <C>
Current Assets 1,969 (1,939) 30
Investment in CLM 4 2,995 (2,995) 0
Investment in CLM 6 8,418 0 (8,418) 0
Investment in CLM 7 & 8 1,732 (1,732) 0
Investments and Other Property 22,312 20,495 51,745 19,855 1 114,408
Other Assets 18,574 (18,574) 0
Total Assets 56,000 20,495 51,745 19,855 (33,657) 114,438
Current Liabilities 24,241 7,456 16,929 (2,749) (20,511) 25,366
Long-Term Debt 0
Deferred Credits 22,738 10,044 26,398 20,871 80,051
Preferred Stock 0
Common Stock 730 1 1 2 (4) 730
Retained Earnings 8,291 2,994 8,417 1,731 (13,142) 8,291
Total Liab. & Stockholders' Equity 56,000 20,495 51,745 19,855 (33,657) 114,438
</TABLE>
<TABLE>
CILCORP VENTURES INC AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 4 of 9
DECEMBER 31, 1998
(Thousands of Dollars)
<CAPTION>
CONSOL. CVI
CVI ARDC CESI ADJ. CONSOL.
<S> <C> <C> <C> <C> <C>
Current Assets 1,574 1,941 5,473 (1,529) 7,459
Investment in ARDC 48 (48) 0
Investment in CESI 1,123 (1,123) 0
Investments and Other Property 311 40 351
Other Assets 22 (15) 7
Total Assets 3,056 1,981 5,495 (2,715) 7,817
Current Liabilities 1,716 1,936 4,372 (1,547) 6,477
Long-Term Debt
Deferred Credits (64) (64)
Preferred Stock
Common Stock 7,254 62 5,420 (5,482) 7,254
Retained Earnings (5,850) (17) (4,297) 4,314 (5,850)
Total Liab. & Stockholders' Equity 3,056 1,981 5,495 (2,715) 7,817
</TABLE>
<TABLE>
CILCORP QST INC AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 5 of 9
DECEMBER 31, 1998
(Thousands of Dollars)
<CAPTION>
QST
QST QST ENERGY QST CONSOL. QST
ENTER. ENERGY TRADING ENVIRON. ADJ. CONSOL.
<S> <C> <C> <C> <C> <C> <C>
Current Assets 15,861 25,636 60,783 18,943 (20,057) 101,166
Investment in QST Energy 1,053 (1,053) 0
Investment in QST Energy Trading (1,322) 1,322 0
Investment in QST Environmental 20,747 (20,747) 0
Investments and Other Property 180 5 6,667 6,852
Other Assets 5,525 6,571 0 12,096
Total Assets 43,366 24,314 60,788 32,181 (40,535) 120,114
Current Liabilities 4,476 23,261 62,110 7,802 (17,734) 79,915
Long-Term Debt 7,168 7,168
Deferred Credits (100) 0 0 (3,535) (2,324) (5,959)
Preferred Stock 0
Common Stock 107,850 31,350 16,100 52,350 (99,800) 107,850
Retained Earnings (68,860) (30,297) (17,422) (31,604) 79,323 (68,860)
Total Liab. & Stockholders' Equity 43,366 24,314 60,788 32,181 (40,535) 120,114
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING STATEMENT OF INCOME Page 6 of 9
FOR YEAR ENDED DECEMBER 31, 1998
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
CIM CVI QST CONSOL. TOTAL CILCO CONSOL. CILCORP
CILCORP CONSOL. CONSOL. CONSOL ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
Electric 0 360,009 360,009
Gas 0 172,327 172,327
Other Businesses 45 11,124 13,548 1,971 26,688 26,688
Total 45 11,124 13,548 1,971 26,688 532,336 0 559,024
Operating Expenses
Fuel for Generation and Purch. Power 0 124,058 124,058
Gas Purchased for Resale 0 93,586 93,586
Other Operations and Maintenance 1,390 3,049 15,659 6,868 26,966 118,707 145,673
Depreciation and Amortization 162 20 11 713 906 65,273 66,179
Taxes, Other than Income Taxes 28 14 15 57 37,908 37,965
Total 1,580 3,083 15,685 7,581 27,929 439,532 0 467,461
Fixed Charges and Other
Interest Expense 6,632 3,249 84 (3,267) 6,698 22,775 29,473
Pref. Stock Dividends of Subsidiary 0 3,194 3,194
Allow. for Funds Used During Const. 0 (34) (34)
Other 274 274 739 1,013
Total 6,632 3,249 84 (2,993) 6,972 26,674 0 33,646
Income Before Income Taxes (8,167) 4,792 (2,221) (2,617) (8,213) 66,130 0 57,917
Income Taxes (2,395) 457 (834) (2,617) (5,389) 25,088 19,699
Net Income from Cont. Oper. Before
Extraordinary Item (5,772) 4,335 (1,387) 0 (2,824) 41,042 0 38,218
Income (Loss) from Oper. of Discont.
Business, Net of Tax of $(16,278) (25,025) (25,025) (25,025)
Gain on Sale of Assets of Discont. Bus.,
Net of Tax of $2,014 3,117 3,117 3,117
Extraordinary Item
Net Income Available for Common (5,772) 4,335 (1,387) (21,908) 0 (24,732) 41,042 0 16,310
Other Comprehensive Income (169)
Comprehensive Income 16,141
Average Common Shares Outstanding (000) 13,611
Total Net Income per Average Common Share 1.20
Dividends Per Common Share 2.46
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING INCOME STATEMENT Page 7 of 9
For the Year Ended December 31, 1998
(Thousands of Dollars)
<CAPTION>
CLM CIM ENRG CIM CIM AIR CONSOL. CIM
CIM CONSOL. INV LEASING LEASING ADJ. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income (781) 5,004 880 236 5,339
Interest Income 2,582 (2,581) 1
Other Income 3,132 3,912 1,872 (3,132) 5,784
Total Revenue 4,933 8,916 1,872 880 236 (5,713) 11,124
Expenses
Operating Expenses (2,161) 272 4,958 3,069
Taxes, Other than Income Taxes 8 6 14
Interest Expense 3,177 1,870 98 864 (179) (2,581) 3,249
Total Expenses 1,024 2,148 98 5,822 (179) (2,581) 6,332
Income Before Income Taxes 3,909 6,768 1,774 (4,942) 415 (3,132) 4,792
Income Taxes (426) 2,717 702 (2,701) 165 457
Net Income Including Minority Interest 4,335 4,051 1,072 (2,241) 250 (3,132) 4,335
Minority Interest 0 0
Net Income 4,335 4,051 1,072 (2,241) 250 (3,132) 4,335
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING INCOME STATEMENT Page 8 of 9
For the Year Ended December 31, 1998
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 4 CLM 6 CLM 7 & 8 ADJ. CONSOL.
<S> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 1,518 3,486 5,004
Interest Income 0
Other Income 5,957 3,900 (5,945) 3,912
Total Revenue 5,957 1,518 7,386 0 (5,945) 8,916
Expenses
Operating Expenses 263 1 7 7 278
Interest Expense 1,870 585 1,147 (233) (1,499) 1,870
Total Expenses 2,133 586 1,154 (226) (1,499) 2,148
Income Before Income Taxes 3,824 932 6,232 226 (4,446) 6,768
Income Taxes (227) 366 2,488 90 2,717
Net Income Including Minority Interest 4,051 566 3,744 136 (4,446) 4,051
Minority Interest 0 0
Net Income 4,051 566 3,744 136 (4,446) 4,051
</TABLE>
<TABLE>
CILCORP VENTURES INC AND SUBSIDIARIES Exhibit A
CONSOLIDATING INCOME STATEMENT Page 9 of 9
For the Year Ended December 31, 1998
(Thousands of Dollars)
<CAPTION>
CONSOL. CVI
CVI ARDC CESI ADJ. CONSOL.
<S> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 0
Interest Income 0
Other Income (1,033) 1 13,545 1,035 13,548
Total Revenue (1,033) 1 13,545 1,035 13,548
Expenses
Operating Expenses 446 5 15,234 15,685
Interest Expense 84 83 (83) 84
Total Expenses 530 5 15,317 (83) 15,769
Income Before Income Taxes (1,563) (4) (1,772) 1,118 (2,221)
Income Taxes (176) (2) (656) (834)
Net Income Including Minority Interest (1,387) (2) (1,116) 1,118 (1,387)
Minority Interest 0 0
Net Income (1,387) (2) (1,116) 1,118 (1,387)
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit B
FOR THE YEAR ENDED DECEMBER 31, 1998 Page 1 of 1
(Thousands of Dollars)
<S> <C>
Total Assets 1,312,940
Total Operating Revenues 559,024
Net Income 16,310
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,312,940
<TOTAL-OPERATING-REVENUES> 559,024
<NET-INCOME> 16,310
</TABLE>
