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
For the quarterly period ended September 30, 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 No. 0-4689
PENTAIR, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-0907434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 County B2 West,
Suite 400 St. Paul, Minnesota 55113-3105
(Address of principal executive offices) (Zip Code)
(612) 636-7920
(Registrant's telephone number, including area code)
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 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
The number of shares outstanding of Registrant's only class of
common stock on September 30, 1994 was 18,224,524.
<PAGE>
PENTAIR, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
Results of Operations and Financial Condition
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature Page
Exhibit Index
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
PENTAIR, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
($ expressed in thousands except per share amounts)
<TABLE>
<CAPTION>
Nine Months Ended Quarter Ended
September 30 September 30
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net sales $1,207,259 $987,618 $426,070 $345,506
Operating costs
Cost of goods sold 910,231 748,739 325,037 259,752
Selling, general
and administrative 215,850 167,656 72,545 57,901
Total operating costs 1,126,081 916,395 397,582 317,653
81,178 71,223 28,488 27,853
Equity in joint
venture income (loss) 1,309 (1,349) 810 (383)
Operating income 82,487 69,874 29,298 27,470
Interest expense (net) 21,787 15,597 6,823 5,375
Income before income taxes 60,700 54,277 22,475 22,095
Provision for income taxes 24,000 21,700 8,700 8,800
Net income 36,700 32,577 13,775 13,295
Preferred
dividend requirements 4,094 4,779 1,363 1,382
Earnings applicable
to common stock $32,606 $27,798 $12,412 $11,913
Earnings per share:
Primary $1.77 $1.57 $.67 $.66
Diluted $1.72 $1.53 $.64 $.63
Weighted average common
and common equivalent
shares:
Primary 18,400 17,750 18,446 18,353
Diluted 21,023 20,956 21,059 20,996
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
PENTAIR, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
($ expressed in thousands)
<TABLE>
<CAPTION>
September 30 December 31
ASSETS 1994 1993
Current assets
<S> <C> <C>
Cash and cash equivalents $20,542 $10,327
Accounts receivable - net 264,443 200,425
Inventories
Finished goods 152,970 122,712
Work in process 44,126 35,315
Raw materials 50,279 35,108
Supplies 5,683 5,691
Total inventory 253,058 198,826
Deferred income taxes 22,542 21,575
Other current assets 7,225 7,627
Total current assets 567,810 438,780
Property, plant and equipment 745,299 621,617
Less accumulated depreciation 352,546 305,751
Property, plant and
equipment - net 392,753 315,866
Marketable securities -
insurance subsidiary 21,709 18,594
Investment in joint ventures 69,015 72,867
Goodwill - net 172,206 88,970
Other assets 26,661 23,724
TOTAL ASSETS $1,250,154 $958,801
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $99,145 $93,820
Compensation and other
benefits accruals 56,650 42,737
Income taxes 16,587 8,787
Accrued product claims
and warranties 24,625 22,256
Accrued expenses and
other liabilities 76,633 50,075
Current maturities of debt 2,482 803
Total current liabilities 276,122 218,478
Long-term debt 417,686 238,856
Other liabilities 22,435 18,911
Deferred income taxes 9,056 7,518
Pensions and other
retirement compensation 34,515 29,687
Postretirement medical and
other benefits 61,599 60,637
Reserves - insurance subsidiary 19,387 13,865
Commitments and contingencies
Shareholders' equity
Preferred stock - at liquidation value
Authorized: 2,800,000 shares
Outstanding: 1994 - 1,958,526 68,675 69,380
1993 - 1,976,443
Unearned compensation
relating to ESOP (29,123) (35,453)
Common stock - par value, $.16 2/3
Authorized: 72,200,000 shares
Outstanding: 1994 - 18,224,524 3,037 3,022
1993 - 18,134,638
Additional paid-in capital 165,593 163,460
Cumulative translation adjustment 7,218 (287)
Minimum pension
liability adjustment (6,760) (6,760)
Retained earnings 200,714 177,487
Total shareholders' equity 409,354 370,849
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $1,250,154 $958,801
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
PENTAIR, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
($ expressed in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30 September 30
1994 1993
Cash provided by (used for)
Operating activities
<S> <C> <C>
Net income $36,700 $32,577
Adjustments to reconcile net
income to net cash provided
by operating activities
Depreciation 48,182 35,537
Amortization 4,319 1,853
Deferred income taxes 571 (2,108)
Undistributed loss (earnings)
from joint venture (1,309) 1,349
Changes in assets and liabilities,
net of effects of acquisition
Accounts receivable (41,057) (30,002)
Inventories (29,074) (18,632)
Accounts payable (469) (19,065)
Compensation and
other benefits accruals 7,584 9,133
Income taxes 7,445 2,546
Pensions and other
retirement compensation 4,828 6,001
Reserves - insurance subsidiary 5,522 6,115
Other assets/liabilities - net 6,631 4,395
Net cash from
operating activities 49,873 29,699
Investing activities
Capital expenditures (58,793) (39,312)
Cash investment in joint
venture - net 5,161 (4,149)
Purchase of marketable
securities - net (3,115) (7,448)
Acquisition - net of
cash acquired (140,291) 0
Net cash (used) for
investing activities (197,038) (50,909)
Financing activities
Borrowings 167,832 130,853
Debt payments (8,091) (102,539)
Unearned ESOP
compensation decrease 6,330 3,875
Employee stock plans and other 2,253 1,924
Dividends paid (13,916) (13,629)
Net cash provided for
financing activities 154,408 20,484
Effect of currency
exchange rate changes 2,972 0
Increase (decrease)
in cash and cash equivalents 10,215 (726)
Cash and cash equivalents
- beginning of period 10,327 8,392
- end of period $20,542 $7,666
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
PENTAIR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with
instructions for Form 10-Q and, accordingly, do not include all
information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments, consisting only of
normal recurring accruals, considered necessary for a fair
presentation have been included.
These statements should be read in conjunction with the
financial statements and footnotes included in the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, previously filed with the Commission.
2. The results of operations for the nine months ended
September 30, 1994 are not necessarily indicative of the
operating results to be expected for the full year.
3. Income tax provisions for interim periods are based on the
current best estimate of the effective federal, state and foreign
income tax rates.
4. Earnings per common share are based on the weighted
average number of common and common equivalent shares
outstanding during each period. The tax benefits applicable to
preferred dividends paid to ESOPs are: for allocated shares,
credited to income tax expense; and for unallocated shares,
credited to retained earnings and are not considered earnings
applicable to common stock.
Fully diluted computations assume full conversion of each
series of preferred stock into common stock, the elimination of
preferred dividend requirements, and the recognition of the tax
benefit on deductible ESOP dividends applicable to allocated
shares payable based on the converted common dividend rate.
Conversion was assumed during the portion of each period that
the securities were outstanding.
5. Statement of Cash Flows
The following is supplemental information for the periods
ending September 30 relating to the Statement of Cash Flows
($000's):
<TABLE>
<CAPTION>
Nine Months Ended
1994 1993
<S> <C> <C>
Interest paid (net of
capitalized interest) $23,624 $15,082
Income tax payments 17,892 17,961
</TABLE>
All outstanding shares of the Pentair, Inc. $1.50 Cumulative
Convertible Preferred Stock, Series 1987 were called for
redemption on March 15, 1993. In lieu of redemption,
substantially all of the preferred shares were converted into
approximately 1,450,780 shares of common stock. This
conversion is treated as a non-cash transaction.
6. The long-term debt is summarized as follows ($ millions):
<TABLE>
<CAPTION>
9/30/94 12/31/93
<S> <C> <C>
Revolving credit loans $164 $65
Private placement debt 160 160
Other 96 15
TOTAL 420 240
Current maturities (2) (1)
Total long-term debt $418 $239
</TABLE>
Debt agreements contain various restrictive covenants,
including a limitation on the payment of dividends and certain
other restricted payments. Under the most restrictive
covenants, $105 million of the September 30, 1994 retained
earnings were unrestricted for such purposes.
7. The Company uses the equity method of accounting for its
Joint Ventures, Lake Superior Paper Industries (LSPI) and
LSPI Fiber.
Financial results for LSPI and LSPI Fiber for the periods ending September 30
are summarized as follows ($ millions):
<TABLE>
<CAPTION>
Nine Months Ended
1994 1993
<S> <C> <C>
Net Sales $112.2 $106.0
Operating Income (Loss) 5.9 (.4)
Pre-Tax Income (Loss) 2.6 (2.7)
Quarter Ended
1994 1993
<S> <C> <C>
Net Sales $33.8 $34.5
Operating Income (Loss) 2.9 0.0
Pre-Tax Income (Loss) 1.6 (.7)
</TABLE>
8. Acquisition
On February 28, 1994, the Registrant completed the purchase
from Fried. Krupp Hoesch-Krupp of all of the net assets and
business of the Schroff Group (Schroff), including the stock of
its international subsidiaries, for $154 million paid in cash at
closing, which includes $1.7 million in interest accrued from
January 1, 1994, the economic transfer date.
The operating assets of the Schroff manufacturing facilities in
Germany were acquired by a new indirect German subsidiary
of the Registrant, Schroff GmbH, subject to normal payables
and accruals of the business. These assets were used by
Schroff in the manufacture of cabinets, cases, subracks and
accessories for the electronics industry. Schroff GmbH is
continuing its predecessor's business and will use the assets
in the same manner as before.
The outstanding stock of all of the European subsidiaries of
Schroff was acquired by a new wholly-owned subsidiary of the
Registrant, EuroPentair GmbH, which also owns the stock of
the new Schroff GmbH. The outstanding stock of the
non-European subsidiaries of Schroff, which includes its U.S.
subsidiary Schroff, Inc., was acquired by FC Holdings Inc., a
wholly-owned U.S. subsidiary of the Registrant.
Pro Forma Financial Information
The Schroff operating results are included in the company's
consolidated results from January 1, 1994. The following pro
forma financial information assumes the acquisition occurred at
the beginning of 1993.
(Unaudited)
<TABLE>
<CAPTION>
Year Ended 9 Months Ended
12/31/93 9/30/93
($ millions)
<S> <C> <C>
Net Sales $1,480.2 $1,101.6
Net Income $46.8 $32.6
Earnings Per Share
Primary $2.27 $1.58
Diluted $2.21 $1.54
</TABLE>
These results have been prepared for comparative purposes
only and do not purport to be indicative of what would have
occurred had the acquisition been made at the beginning of
1993, or of the results which may occur in the future.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
BUSINESS SEGMENT INFORMATION
Selected information for business segments for the nine months ended
September 30, 1994 and 1993 follows ($ millions):
<TABLE>
<CAPTION>
General
Specialty Ind Paper Joint General
Products Equip Products Ventures Corp Total
1994
<S> <C> <C> <C> <C> <C> <C>
Net Sales $327.2 $595.0 $285.1 $0.0 $0.0 $1,207.3
Operating Income 32.2 57.1 7.0 1.3 (15.1) 82.5
Identifiable Assets 219.6 635.9 269.5 69.0 56.2 1,250.2
Depreciation 6.6 21.9 19.6 0.0 0.1 48.2
Capital Expenditures 7.5 27.3 23.8 0.0 0.2 58.8
1993
<S> <C> <C> <C> <C> <C> <C>
Net Sales $293.7 $404.1 $289.8 $0.0 $0.0 $987.6
Operating Income 28.0 31.5 24.8 (1.3) (13.1) 69.9
Identifiable Assets 190.2 405.0 240.0 61.1 39.2 935.5
Depreciation 5.8 11.6 18.1 0.0 0.0 35.5
Capital Expenditures 3.9 8.7 26.6 0.0 0.1 39.3
</TABLE>
<PAGE>
RESULTS OF OPERATIONS
Pentair reported net income of $36.7 million, or $1.72 per fully
diluted share, on consolidated net sales of $1,207.3 million for
the nine months ended September 30, 1994. This represented
a 12.7 percent increase in net income and a 22.2 percent
increase in sales over the same nine month period of 1993.
The nine month 1993 net income was $32.6 million, or $1.53
per fully diluted share, on consolidated net sales of $987.6
million.
Specialty Products Segment. Net sales increased $33.5 million
or 11.4% and operating income increased $4.2 million or 15.0%
with each company in the segment contributing to the
improvement. The increases reflect new products and further
expansion into major home center distribution channels.
Strong domestic retail activity contributed to improved earnings.
W. R. Grainger was signed on as a major new distribution
customer in the pump business. Strong retail sales are
anticipated in the fourth quarter at the two tool businesses.
General Industrial Equipment Segment. Sales increased
$190.9 million or 47.2% and operating income increased $25.6
million or 81.3%. Schroff was a major contributor to the
increased sales and operating income for 1994. Electrical
enclosure sales continued very strong in the third quarter,
assisted by the strength in durable goods and machine tool
spending in the U.S. Sporting ammunition sales increased due
to unusually high demand while margins improved as well with
lower raw material costs. Lubrication and material dispensing sales and
profits were slightly higher as compared to the prior year due
in part to noticeable growth in the German economy, increased
demand in the truck and trailer industry, and new products.
Paper Products Segment. Net sales decreased $4.7 million or
1.6% and operating income decreased $17.9 million or 71.8%.
Net selling prices were down 4.5% over 1993 pricing. These
results were attributable to continuing price weakness in the
coated paper market and increased competition for uncoated
paper sales. Paper pricing is improving and will continue to improve
into the fourth quarter of 1994, however, increased prices in raw materials
continue to diminish margins. Entering the fourth quarter, demand is very
strong in the U.S. markets and backlogs are strong.
Joint Venture. Tons shipped were up 4.3% and prices were up
1.5%. Profitability has been achieved through operating
efficiencies and cost reduction activities. U.S. market demand
is strong.
FINANCIAL CONDITION
In 1994 as in 1993, net income adjusted for non-cash items
provided much of the funds for seasonal working capital
increases of accounts receivable and inventory. The inventory
increase is largely attributable to the Schroff acquisition and to preparation
at two businesses for seasonal fourth quarter activity. Capital expenditures
for the first nine months were $58.8 million in 1994 and $39.3
million in 1993. The percentage of long-term debt to total
capital was 51% at September 30, 1994 compared to 39% at
December 31, 1993, largely due to the acquisition of Schroff
during the first quarter of 1994. Revolving credit facilities and
other foreign borrowings were used to fund the acquisition of
Schroff.
The full year 1994 cash flow from operations is expected to be
higher than 1993 with the contributions of the new Schroff
business, higher earnings and improved working capital turnover. Capital
expenditures are expected to be about $90 million in 1994 as
compared to $73.4 million in 1993.
Effective as of February 11, 1994, Pentair entered into
revolving credit facilities with a group of six banks, Continental
Bank N.A., Morgan Guaranty Trust Company of New York, J.P.
Morgan Delaware, First Bank National Association, Norwest
Bank Minnesota, N.A. and NBD Bank, N.A. Two parallel facility
agreements provide for aggregate credit lines of $170 million
divided among two bank groups. Pentair's outstanding Bid
Loan Agreement with certain of these banks was amended in
a related transaction. The facility agreements provide for
revolving credits for a three-year period, unless extended, at
the expiration of which period the outstanding loans are
converted into a term loan having a four-year repayment
period. The credit facilities are unsecured and include certain
financial and other covenants on the part of Pentair.
In addition, Pentair and its new subsidiary formed in connection
with the Schroff acquisition, EuroPentair GmbH, entered into a
DM 115 million (approximately US $65 million) facility
agreement as of February 11, 1994 with Morgan Guaranty
Trust Company of New York, Continental Bank N.A., NBD Bank
N.A., and Dresdner Bank AG. EuroPentair's obligations under
the Deutschmark agreement are guaranteed by the Registrant.
This facility is similar to the two other domestic credit
agreements, but provides for borrowings and repayments in
German marks or certain other European currencies. This
facility also provides for unsecured revolving loans for a
three-year period with a similar term loan conversion and
four-year repayment period. Substantially all of the available
credit under this agreement was borrowed at the closing of the
Schroff acquisition.
The three revolving credit facilities discussed above replace
previous credit agreements between Pentair and these banks
for revolving credit in the aggregate amount of $225 million.
Based upon current operating expectations, credit available
under revolving credit facilities and private placements is more
than adequate to cover seasonal working capital and capital
expenditure requirements.
OUTLOOK
In general, the Company is strong and well-positioned to
continue its growth. The strong emphasis on enhanced manufacturing
capability achieved through capital spending, product
development and expansion of distribution channels
are expected to continue to grow market share, sales and
profitability.
In all businesses, sales are expected to continue to respond to
new products, enhanced customer service and an improving U.S. economy.
In particular, sales in the Specialty Products segment should benefit from a
continued focus on market expansion through new distribution
channels such as homecenter hardware chains.
The durable goods market continues to enhance the sales of Hoffman
electrical enclosures domestically and continuing recovery in Europe
should boost sales of Schroff electronic products. Lincoln products are
impacted by the same market factors.
Individual paper selling prices are increasing and will continue
to increase, but, due to rapidly increasing raw material prices of market pulp
and recyclable paper, margins are diminished.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
Cross Pointe Paper Corporation.
The Miami mill of Cross Pointe Paper Corporation (Miami)
reached a settlement of $220,500 with the State of Ohio
regarding alleged violations of Miami's water pollution control
permit. Information concerning this matter was
previously reported in the Company's Form 10-K for the year
ending December 31, 1993.
Niagara of Wisconsin. (Niagara)
Niagara settled for $71,357.70, an enforcement action filed by
the State of Wisconsin involving allegations of particulate
emissions from Niagara's coal processing plant in excess of
limits set in its permit. Information concerning this matter
was previously reported in the Company's Form 10-K for the
year ending December 31, 1993.
ITEM 5 - Other Information
On September 6, 1994, the Registrant announced it has
retained CS First Boston to explore strategic alternatives for its
paper businesses, including a possible sale. The Registrant is
positioning itself to continue to focus on the growth of its
industrial businesses.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are included with this Form
10-Q Report as required by Item 601 of Regulation S-K.
Exhibit Description
Number
11 Calculation of Earnings per Common and Common
Equivalent Share
27 Financial Data Schedules
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
September 30, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
/s/ David D. Harrison
Senior Vice President and
Chief Financial Officer
November 14, 1994
<PAGE>
EXHIBIT INDEX
Exhibit Number
11 Calculation of Earnings per Common and
Common Equivalent Share
27 Financial Data Schedules
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE PENTAIR,
INC. FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINACIAL STATEMENTS.
</LEGEND>
<S> <C> <C> <C> <C>
<C>
<PERIOD-TYPE> YEAR 9-MOS 9-MOS QTR-3
QTR-3
<FISCAL-YEAR-END> DEC-31-1993 DEC-31-1994 DEC-31-1993 DEC-31-1994
DEC-31-1993
<PERIOD-END> DEC-31-1993 SEP-30-1994 SEP-30-1993 SEP-30-1994
SEP-30-1993
<CASH> 10,327,000 20,542,000 0 0
0
<SECURITIES> 18,594,000 21,709,000 0 0
0
<RECEIVABLES> 200,425,000 264,443,000 0 0
0
<ALLOWANCES> 6,197,000 6,197,000 0 0
0
<INVENTORY> 198,826,000 253,058,000 0 0
0
<CURRENT-ASSETS> 438,780,000 567,810,000 0 0
0
<PP&E> 621,617,000 745,199,000 0 0
0
<DEPRECIATION> 305,751,000 352,546,000 0 0
0
<TOTAL-ASSETS> 958,801,000 1,250,154,000 0 0
0
<CURRENT-LIABILITIES> 218,478,000 276,122,000 0 0
0
<BONDS> 0 0 0 0
0
<COMMON> 166,482,000 168,630,000 0 0
0
0 0 0 0
0
69,380,000 68,675,000 0 0
0
<OTHER-SE> 134,987,000 172,049,000 0 0
0
<TOTAL-LIABILITY-AND-EQUITY> 958,801,000 1,250,154,000 0 0
0
<SALES> 0 1,207,259,000 987,618,000 426,070,000
345,506,000
<TOTAL-REVENUES> 0 1,207,259,000 987,618,000 426,070,000
345,506,000
<CGS> 0 910,231,000 748,739,000 325,037,000
259,752,000
<TOTAL-COSTS> 0 1,126,081,000 916,395,000 397,582,000
317,653,000
<OTHER-EXPENSES> 0 0 0 0
0
<LOSS-PROVISION> 0 0 0 0
0
<INTEREST-EXPENSE> 0 21,787,000 15,597,000 6,823,000
5,375,000
<INCOME-PRETAX> 0 60,700,000 54,277,000 22,475,000
22,095,000
<INCOME-TAX> 0 24,000,000 21,700,000 8,700,000
8,800,000
<INCOME-CONTINUING> 0 36,700,000 32,577,000 13,775,000
13,295,000
<DISCONTINUED> 0 0 0 0
0
<EXTRAORDINARY> 0 0 0 0
0
<CHANGES> 0 0 0 0
0
<NET-INCOME> 0 36,700,000 32,577,000 13,775,000
13,295,000
<EPS-PRIMARY> 0 1.77 1.57 .67
.66
<EPS-DILUTED> 0 1.72 1.53 .64
.63
</TABLE>
EXHIBIT 11
PENTAIR, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
<TABLE>
<CAPTION>
Nine Months Ended Quarter Ended
September 30 September 30
1994 1993 1994 1993
INCOME ($ thousands)
<S> <C> <C> <C> <C>
Net income $36,700 $32,577 $13,775 $13,295
Preferred dividend requirements 4,094 4,779 1,363 1,382
Earnings available to common and common
equivalent shares - Primary 32,606 27,798 12,412 11,913
Preferred dividends assuming conversion
of Preferred Stock: Series 1987 - 620 - -
Series 1988 764 784 253 257
Series 1990 3,330 3,375 1,110 1,125
Tax benefit on preferred
ESOP dividend eliminated
due to conversion into common (787) (627) (260) (209)
Tax benefit on ESOP dividend
assuming conversion to
common at common dividend rate 276 208 92 69
Earnings for
fully diluted computation $36,188 $32,158 $13,607 $13,155
SHARES (thousands)
Weighted average number
of shares outstanding
during the period 18,193 17,528 18,214 18,116
Shares issuable on exercise
of stock options less shares
repurchaseable from proceeds 207 222 232 237
Common and Common Equivalent Shares -
Primary 18,400 17,750 18,446 18,353
Shares issuable on conversion of:
$1.50 Cumulative Convertible
Preferred Stock,
Series 1987 - 554 - -
$7.50 Callable Cumulative
Convertible Preferred Stock,
Series 1988 510 523 507 518
8% Callable Cumulative Voting
Convertible Preferred Stock,
Series 1990 2,113 2,129 2,106 2,125
Common and common equivalent shares
for fully dilutive computation 21,023 20,956 21,059 20,996
EARNINGS PER SHARE:
Primary $1.77 $1.57 $.67 $.66
Diluted $1.72 $1.53 $.64 $.63
</TABLE>
All share and per share data adjusted for 50% stock dividend in June 1993.
