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.
Subsidiary of The AES Corporation. 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. 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; 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). ESE Land Corporation has one inactive
wholly owned subsidiary, ESE Placentia Development
Corporation (incorporated in Illinois.)
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 136 communities in
Illinois. CILCO renders gas service to customers in 128
communities in Illinois.
Electric Operations:
At December 31, 1999, 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 1999. The two major generating
facilities of CILCO (representing 96% of CILCO's
available summer capability projected for 2000), all of
which are fueled with coal are as follows:
Available Capability
(Summer)
Actual
Station & Unit 1999
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
approximately 284 circuit miles operating at 138,000
volts and 48 circuit miles operating at 345,000 volts.
The system also includes approximately 14 principal
substations with an installed capacity of approximately
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 approximately 105 substations with
an installed capacity of 2,007,860 kilovolt-amperes.
Natural Gas Operations:
CILCO's gas systems aggregate approximately 3,621 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 55,000 Mcf,
depending on field pressure.
3. The following information provides electric and gas data for
CILCO for the year ended December 31, 1999:
a. Number of Kwh of electric energy sold:
Retail 5,908,270,415 Revenue $346,897,442
Wholesale 600,939,000 Revenue $21,206,312
Number of Mcf of natural or manufactured gas distributed:
Retail 29,163,764 Revenue $162,726,840
Transported Gas 19,373,389 Revenue $5,168,159
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:
1,563,000 Kwh (Wisconsin)
Revenue $37,310
Number of Mcf of natural or manufactured gas sold
at wholesale outside Illinois, or at the state line:
815,000 Mcf (Kansas and Michigan)
Revenue $1,696,350
d. Number of Kwh of electric energy purchased outside
of Illinois, or at the state line:
1,256,000 of Kwh (Indiana, Iowa, Ohio,
Oklahoma, and Wisconsin)
Expenses $69,601
Number of Mcf of natural or manufactured gas
purchased outside of Illinois, or at the state line:
38,229,266 Mcf (Kansas, Louisiana,
Oklahoma, and Texas)
Expenses $106,000,000
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, 1999 and a consolidating balance sheet of claimant
and its subsidiary companies as of December 31, 1999.
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 24th day
of February, 2000.
CILCORP Inc.
By: /s/ R. J. Sprowls
Vice-President
Attest: /s/ John G. Sahn
Secretary
All notices and correspondence concerning this statement
should be addressed to:
Craig W. Stensland
CILCORP Inc.
300 Hamilton Boulevard, Suite 300
Peoria, IL 61602
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 1 of 10
DECEMBER 31, 1999
(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 160 5,467 18,564 31,173 (40,450) 14,914 164,627 179,541
Investment in CILCO 334,165 334,165 (334,165) 0
Investment in CIM 18,919 (18,919) 0 0
Investment in CVI 1,081 (1,081) 0 0
Investment in QST 15,397 (15,397) 0 0
Inv & Other Property 157,302 351 10,978 (2,000) 166,631 4,285 170,916
Property, Plant & Equip 29 269 298 862,579 862,877
Other Assets 108 614,722 (22,000) 592,830 24,789 617,619
Total Assets 157,570 5,847 29,542 1,013,726 (97,847) 1,108,838 1,056,280 (334,165) 1,830,953
Current Liabilities 8,597 2,894 16,672 60,890 (40,450) 48,603 153,561 202,164
Long-Term Debt 23,326 492,500 (22,000) 493,826 237,934 731,760
Deferred Credits 106,728 1,875 (2,527) (7,755) 98,321 264,500 362,821
Preferred Stock 0 66,120 66,120
Common Stock 5,822 7,254 84,645 468,833 (97,721) 468,833 212,661 (212,661) 468,833
Retained Earnings 13,097 (6,176) (69,248) (742) 62,324 (745) 121,504 (121,504) (745)
Tot Liab & Stckhldrs Eq 157,570 5,847 29,542 1,013,726 (97,847) 1,108,838 1,056,280 (334,165) 1,830,953
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 2 of 10
DECEMBER 31, 1999
(Thousands of Dollars)
<CAPTION>
CLM CIM ENERGY CIM CIM AIR CONSOL. CIM
CIM CONSOL. INV LEASING LEASING ADJ. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 6,349 7 4,488 (10,684) 160
Investment in CLM 11,687 (11,687) 0
Investment in CIM ENERGY 141 (141) 0
Investment in CIM LEASING 5,088 (5,088) 0
Investment in CIM AIR LEASING 3,524 (3,524) 0
Investments and Other Property 6,869 114,726 1,342 19,322 15,043 157,302
Other Assets 19,862 110 (19,864) 108
Total Assets 53,520 114,733 1,342 23,920 15,043 (50,988) 157,570
Current Liabilities 11,224 9,589 148 441 (395) (12,410) 8,597
Long-Term Debt 23,327 12,000 10,348 (4,211) (18,138) 23,326
Deferred Credits 50 81,457 1,053 8,043 16,125 106,728
Common Stock 5,822 1 1 1 1 (4) 5,822
Retained Earnings 13,097 11,686 140 5,087 3,523 (20,436) 13,097
Tot Liab & Stckhldrs Equity 53,520 114,733 1,342 23,920 15,043 (50,988) 157,570
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 3 of 10
DECEMBER 31, 1999
(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 8,909 (8,902) 7
Investment in CLM 4 3,572 (3,572) 0
Investment in CLM 6 10,519 (10,519) 0
Investment in CLM 7 & 8 1,875 (1,875) 0
Investments and Other Property 22,312 20,525 52,034 19,855 114,726
Other Assets 7,911 (7,911) 0
Total Assets 55,098 20,525 52,034 19,855 (32,779) 114,733
Current Liabilities 8,876 276 9,292 327 (9,182) 9,589
Long-Term Debt 12,000 6,517 4,334 (3,220) (7,631) 12,000
Deferred Credits 22,535 10,160 27,889 20,873 81,457
Preferred Stock 0
Common Stock 1 1 1 2 (4) 1
Retained Earnings 11,686 3,571 10,518 1,873 (15,962) 11,686
Total Liabilities and Stockholder's Equity 55,098 20,525 52,034 19,855 (32,779) 114,733
</TABLE>
<TABLE>
CILCORP VENTURES INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 4 of 10
DECEMBER 31, 1999
(Thousands of Dollars)
<CAPTION>
CONSOL. CVI
CVI ARDC CESI ADJ. CONSOL.
<C> <C> <C> <C> <C>
<S>
Current Assets 1,098 1,936 3,517 (1,084) 5,467
Investment in ARDC 41 (41) 0
Investment in CESI 836 (836) 0
Investments and Other Property 311 40 351
Other Assets 29 29
Total Assets 2,286 1,976 3,546 (1,961) 5,847
Current Liabilities 1,264 4 2,710 (1,084) 2,894
Long-Term Debt 0
Deferred Credits (59) 1,934 1,875
Preferred Stock 0
Common Stock 7,254 57 5,420 (5,477) 7,254
Retained Earnings (6,173) (19) (4,584) 4,600 (6,176)
Total Liabilities and Stockholder's Equity 2,286 1,976 3,546 (1,961) 5,847
</TABLE>
<TABLE>
CILCORP QST INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING BALANCE SHEET Page 5 of 10
DECEMBER 31, 1999
(Thousands of Dollars)
<CAPTION>
QST
QST QST ENERGY CILCORP CONSOL. QST
ENTERPRISES ENERGY TRADING INFRASERVICES ADJ. CONSOL.
<S> <C> <C> <C> <C> <C> <C>
Current Assets 17,275 17,662 3,782 895 (21,050) 18,564
Investment in QST Energy 2,353 (2,353) 0
Investment in QST Energy Trading (1,322) 1,322 0
Investment in Cilcorp Infraservices 634 (634) 0
Investments and Other Property 10,978 10,978
Other Assets 0
Total Assets 31,240 16,340 3,782 895 (22,715) 29,542
Current Liabilities 15,494 16,644 5,323 261 (21,050) 16,672
Long-Term Debt 0
Deferred Credits 349 (2,657) (219) (2,527)
Preferred Stock 0
Common Stock 84,645 32,650 16,100 403 (49,153) 84,645
Retained Earnings (69,248) (30,297) (17,422) 231 47,488 (69,248)
Total Liabilities and Stockholder's Equity 31,240 16,340 3,782 895 (22,715) 29,542
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING STATEMENT OF INCOME Page 6 of 10
FOR YEAR ENDED DECEMBER 31, 1999
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
CIM CVI QST CONSOL. TOTAL CILCO CONSOL. CILCORP
CILCORP CONSOL. CONSOL. CONSOL. ADJUST. NONUTIL CONSOL. ADJ. CONSOL.
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
Electric 0 372,714 372,714
Gas 0 180,760 180,760
Other Businesses 26,588 5,828 12,695 3,073 (37,455) 10,729 16,647 27,376
Total 26,588 5,828 12,695 3,073 (37,455) 10,729 570,121 0 580,850
Operating Expenses
Fuel for Gen & Purch Power 0 137,999 137,999
Gas Purch for Resale 13,022 13,022 99,293 112,315
Other Oper & Maint 12,996 269 258 2,655 (11,048) 5,130 173,480 178,610
Depreciation and Amort 3,043 11 1 3,055 67,191 70,246
Tax, Other than Inc Tax 15 13 10 38 40,270 40,308
Total 16,054 293 13,291 2,655 (11,048) 21,245 518,233 0 539,478
Fixed Charges and Other
Interest Expense 13,768 2,746 22 (2,952) 13,584 23,384 36,968
Pfd Stock Div of Sub 0 3,208 3,208
AFUDC 0 (158) (158)
Other 0 1,037 1,037
Total 13,768 2,746 22 0 (2,952) 13,584 27,471 0 41,055
Income Before Income Tax (3,234) 2,789 (618) 418 (23,455) (24,100) 24,417 0 317
Income Taxes (7,161) (947) (293) 187 (8,214) 8,376 162
Net Inc from Cont Oper
Before Extra. Item 3,927 3,736 (325) 231 (23,455) (15,886) 16,041 0 155
Income (Loss) from
Operations of Discont
Bus, Net of Tax of $(361) (620) (620) (620)
Net Income Available
for Common Stock 3,927 3,736 (325) (389) (23,455) (16,506) 16,041 0 (465)
Other Comprehensive Income 785 (785) 0
Comprehensive Income 16,826 (785) (465)
Average Common Shares Outstanding (000) 0
Total Net Income per Average Common share 0.00
Dividends Per Common Share 2.46
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING INCOME STATEMENT Page 7 of 10
FOR YEAR ENDED DECEMBER 31, 1999
(Thousands of Dollars)
<CAPTION>
CLM CIM ENERGY CIM CIM AIR CONSOL. CIM
CIM CONSOL. INV LEASING LEASING ADJ. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 5,869 884 8 6,761
Interest Income 2,198 1 (2,199) 0
Other Income 2,894 452 (510) (3,769) (933)
Total Revenue 5,092 5,870 452 374 8 (5,968) 5,828
Expenses
Operating Expenses 235 15 21 9 280
Taxes, Other than Income Taxes 6 7 13
Interest Expense 2,931 1,532 73 655 (246) (2,199) 2,746
Total Expenses 3,172 1,554 94 664 (246) (2,199) 3,039
Income Before Income Taxes 1,920 4,316 358 (290) 254 (3,769) 2,789
Income Taxes (1,816) 1,650 143 (1,024) 100 (947)
Net Income Including Minority Int 3,736 2,666 215 734 154 (3,769) 3,736
Minority Interest 0 0
Net Income 3,736 2,666 215 734 154 (3,769) 3,736
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING INCOME STATEMENT Page 8 of 10
FOR YEAR ENDED DECEMBER 31, 1999
(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 1,502 4,367 5,869
Interest Income 1,276 (1,275) 1
Other Income 2,821 (2,821) 0
Total Revenue 4,097 1,502 4,367 0 (4,096) 5,870
Expenses
Operating Expenses 0 8 (6) 20 22
Interest Expense 1,532 543 987 (255) (1,275) 1,532
Total Expenses 1,532 551 981 (235) (1,275) 1,554
Income Before Income Taxes 2,565 951 3,386 235 (2,821) 4,316
Income Taxes (101) 373 1,285 93 1,650
Net Income Including Minority Interest 2,666 578 2,101 142 (2,821) 2,666
Minority Interest 0 0
Net Income 2,666 578 2,101 142 (2,821) 2,666
</TABLE>
<TABLE>
CILCORP VENTURES INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING INCOME STATEMENT Page 9 of 10
FOR YEAR ENDED DECEMBER 31, 1999
(Thousands of Dollars)
<CAPTION>
CONSOL. CVI
CVI ARDC CESI ADJ. CONSOL.
<S> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 0
Interest Income 24 2 19 (24) 21
Other Income (288) 12,674 288 12,674
Total Revenue (264) 2 12,693 264 12,695
Expenses
Operating Expenses 63 6 13,222 13,291
Interest Expense 22 24 (24) 22
Total Expenses 85 6 13,246 (24) 13,313
Income Before Income Taxes (349) (4) (553) 288 (618)
Income Taxes (24) (2) (267) (293)
Net Income Including Minority Interest (325) (2) (286) 288 (325)
Minority Interest 0
Net Income (325) (2) (286) 288 (325)
</TABLE>
<TABLE>
CILCORP QST INC. AND SUBSIDIARIES Exhibit A
CONSOLIDATING INCOME STATEMENT Page 10 of 10
FOR YEAR ENDED DECEMBER 31, 1999
(Thousands of Dollars)
<CAPTION> QST
QST QST ENERGY CILCORP CONSOL. QST
ENTERPRISES ENERGY TRADING INFRASERVICES ADJ. CONSOL.
<S> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 0
Interest Income 0
Other Income 3,073 3,073
Total Revenue 0 0 0 3,073 0 3,073
Expenses
Operating Expenses 2,655 2,655
Taxes, Other than Income Taxes 0
Interest Expense 0
Total Expenses 0 0 0 2,655 0 2,655
Income Before Income Taxes 0 0 0 418 0 418
Income Taxes 187 187
Net Income Including Minority Interest 0 0 0 231 0 231
Minority Interest 0 0
Net Income 0 0 0 231 0 231
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit B
FOR YEAR ENDED DECEMBER 31, 1999 Page 1 of 1
(Thousands of Dollars)
<S> <C>
Total Assets 1,830,953
Total Operating Revenues 580,850
Net Income (465)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,830,953
<TOTAL-OPERATING-REVENUES> 580,850
<NET-INCOME> (465)
</TABLE>
