SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 1994
THE POTOMAC EDISON COMPANY
(Exact name of registrant as specified in its charter)
Maryland and Virginia 1-3376-2 13-5323955
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
Downsville Pike
Hagerstown, Maryland 21740
(Address of principal executive offices)
Registrant's telephone number,
including area code: (301) 790-3400
<PAGE>
Item 5. Other Events.
The Exhibits to this Report listed in Item 7 below relate to the
Registration Statements on Form S-3, Nos. 33-51305 and 33-56258.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
4(a) Eighty-eighth Supplemental Indenture, dated as of June 1, 1994,
between Registrant and Chemical Bank, Trustee and Thomas J. Foley,
Individual Trustee.
12.1 Statement re computation of ratios.
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.
THE POTOMAC EDISON COMPANY
Dated: June 22, 1994 By: EUGENE W. MCCAULEY, JR.
Name: Eugene W. McCauley, Jr.
Title: Assistant Secretary and
Assistant Treasurer
<PAGE>
EXHIBIT INDEX
Item No. 1 4(a) Eighty-eighth Supplemental Indenture, dated as
of June 1, 1994, between Registrant and Chemical
Bank, Trustee and Thomas J. Foley, Individual
Trustee.
12.1 Statement re computation of ratios.
Exhibit 4(a)
THE POTOMAC EDISON COMPANY
TO
CHEMICAL BANK,
Trustee
AND
THOMAS J. FOLEY,
Individual Trustee
____________________
Eighty-Eighth Supplemental Indenture
Dated as of June 1, 1994
____________________
First Mortgage Bonds,
8% Series Due 2024
<PAGE>
EIGHTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of June 1,
1994, between The Potomac Edison Company, a corporation organized and
existing under the laws of the State of Maryland and the
Commonwealth of Virginia (hereinafter called the "Company"), party
of the first part, and Chemical Bank (successor by merger to Chemical
Bank New York Trust Company, formerly Chemical Bank & Trust
Company), a corporation organized and existing under the laws of the
State of New York, as trustee under the Indenture dated as of
October 1, 1944 hereinafter mentioned (hereinafter called the
"Trustee"), party of the second part, and Thomas J. Foley, having an
address at 94 South Fourth Street, Bethpage, New York 11714, as
individual trustee under the aforesaid Indenture (hereinafter called
the "Individual Trustee"), party of the third part (said Trustee and
Individual Trustee being hereinafter sometimes collectively called
the "Trustees");
The Company has heretofore executed and delivered to the
Trustee its Indenture (hereinafter sometimes called the "Original
Indenture"), dated as of October 1, 1944, and has entered into
Supplemental Indentures supplemental to the Original Indenture
numbered First through Eighty-seventh.
The amendments to the Original Indenture contained in
Paragraph (B) of Section 1 of Part V of the Fifteenth Supplemental
Indenture have become effective.
The Company, pursuant to Section 1 of Article II of the
Original Indenture, as heretofore supplemented, has redesignated the
Bonds outstanding thereunder as "First Mortgage Bonds".
First Mortgage Bonds are presently outstanding under the
Original Indenture, as heretofore supplemented, as follows:
Principal
Series Amount
5-7/8% Series Due 1996 (the "1996 Series")......$ 18,000,000
5-7/8% Series Due 2000 (the "2000 Series")...... 75,000,000
8% Series Due 2006 (the "2006 Series").......... 50,000,000
9-1/4% Series Due 2019 (the "2019 Series")...... 65,000,000
9-5/8% Series Due 2020 (the "2020 Series")...... 80,000,000
8-7/8% Series Due 2021 (the "2021 Series")...... 50,000,000
8% Series Due 2022 (the "2022 Series").......... 55,000,000
7-3/4% Series Due 2023 (the "2023 Series")...... 45,000,000
Under the Original Indenture, as heretofore supplemented, any
new series of bonds may at any time be established by the Board of
Directors of the Company and certain terms and provisions thereof
may be described by an appropriate supplemental indenture.
The Company proposes to create under the Indenture, as
heretofore supplemented and as supplemented hereby, a new series of
Bonds to be designated First Mortgage Bonds, 8% Series Due 2024 (the
"2024 Series").
Under the Original Indenture, as heretofore supplemented, the
Company and the Trustees may enter into a supplemental indenture for
the purpose of modifying any of the provisions of the Original
Indenture, as previously supplemented, provided such modification
does not impair any of the rights of the then holders of outstanding
Bonds or of the Trustees.
<PAGE>
All conditions and requirements necessary to authorize the execution,
delivery and recording of this Supplemental Indenture and to make it a valid,
binding and legal instrument have been met, performed and fulfilled.
Now, Therefore, This Supplemental Indenture Witnesseth:
That, in consideration of the premises and of the mutual
covenants herein contained and of the acceptance of this trust by
the Trustee and the Individual Trustee and of the sum of One Dollar
duly paid by the Trustee to the Company at or before the time of the
execution of this Supplemental Indenture, and of other valuable
consideration, the receipt whereof is hereby acknowledged, it is
hereby covenanted, declared and agreed by and between the parties
hereto, for the benefit of those who shall hold the Bonds and
coupons, or any of them, issued or to be issued under the Indenture,
as follows:
PART I
Description of Bonds of 2024 Series
Section 1. The Bonds of 2024 Series shall, subject to the
provisions of Section 1 of Article II of the Original Indenture, be
designated as "First Mortgage Bonds, 8% Series Due 2024" of the
Company and shall be executed, authenticated and delivered in
accordance with the provisions of, and, except as hereinafter
provided, shall in all respects be subject to, all of the terms,
conditions and covenants of the Original Indenture as supplemented.
The signatures of the officers executing the Bonds of 2024 Series on
behalf of the Company and attesting to the facsimile of its
corporate seal thereon may be facsimile.
The Bonds of 2024 Series shall be registered Bonds without
coupons of the denominations of $1,000 and any multiple of $1,000,
appropriately numbered. The Bonds of 2024 Series shall mature
June 1, 2024, and shall bear interest at the rate of 8% per annum,
payable semi-annually on the first day of June and the first day of
December in each year (each such June 1 and December 1 being
hereinafter called an "interest payment date"), commencing December
1, 1994. The Bonds of 2024 Series shall be payable as to principal
and interest in any coin or currency of the United States of America
which at the time of payment is legal tender for public and private
debts, and shall be payable (as well the interest as the principal
thereof) at the agency of the Company in the Borough of Manhattan,
The City of New York.
The interest so payable on any interest payment date shall be
paid to the persons in whose names the Bonds of 2024 Series are
registered at the close of business on the last business day
(hereinafter called "record date") which is more than fourteen days
prior to such interest payment date, a business day being any day
that is not a day on which banks in The City of New York are
authorized by law to close; except that if the Company shall default
in the payment of any interest due on such interest payment date,
such defaulted interest shall be paid to the persons in whose names
the Bonds of 2024 Series are registered on the date of payment of
such defaulted interest.
Except as provided hereinafter and in Section 10 of Article II
of the Original Indenture, every Bond of 2024 Series shall be dated
as of the date of its authentication and delivery or, if that is an
interest payment date, the next day, and shall bear interest from
the interest payment date next preceding its date or June 1, 1994,
whichever is later. Notwithstanding Section 6 of Article II of the
Original Indenture and except as provided in Section 10 of such
Article II, any Bond of 2024 Series authenticated and delivered by
the Trustee after the close of business on the record date with
respect to any interest
<PAGE>
payment date and prior to such interest payment date shall be dated
as of the day next following such interest payment date and shall
bear interest from such interest payment date; except that if the
Company shall default in the payment of any interest due on such
interest payment date, such Bond shall bear interest from the next
preceding interest payment date to which interest has been paid or,
if no interest has been paid on such Bond, from June 1, 1994.
Section 2. The Bonds of 2024 Series and the Trustee's
authentication certificate shall be substantially in the following
forms, respectively:
[form of bond]
THE POTOMAC EDISON COMPANY
(Incorporated under the laws of the State of Maryland
and the Commonwealth of Virginia)
First Mortgage Bond,
8% Series Due 2024
No. R................ $................
The Potomac Edison Company, a corporation organized and existing
under the laws of the State of Maryland and the Commonwealth of
Virginia (hereinafter called the "Company", which term shall include
any successor corporation as defined in the Indenture hereinafter
referred to), for value received, hereby promises to pay to
........................... or registered assigns, the sum of
............... dollars, on the first day of June, 2024, in any coin
or currency of the United States of America which at the time of
payment is legal tender for public and private debts, and to pay
interest thereon in like coin or currency from June 1, 1994 at the
rate of eight percent (8%) per annum, payable semi-annually, on the
first days of June and December in each year, commencing December 1,
1994, until maturity, or, if this Bond shall be duly called for
redemption, until the redemption date, or, if the Company shall
default in the payment of the principal hereof, until the Company's
obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture hereinafter mentioned. The
interest so payable on any June 1 or December 1 will, subject to
certain exceptions provided in such Indenture, be paid to the person
in whose name this Bond is registered at the close of business on
the last business day which is more than fourteen days prior to such
June 1 or December 1. Principal of, premium (if any) and interest
on this Bond are payable at the agency of the Company in the Borough
of Manhattan, The City of New York.
The provisions of this Bond are continued on the reverse
hereof, and such continued provisions shall for all purposes have
the same effect as though fully set forth in this place.
This Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until Chemical Bank, as Trustee under
the Indenture, or a successor trustee thereto under the Indenture,
shall have signed the form of certificate endorsed hereon.
In Witness Whereof, The Potomac Edison Company has caused a
facsimile of its corporate seal and the facsimile signatures of its
duly authorized officers to be hereto affixed.
<PAGE>
Dated:
The Potomac Edison Company
By..........................
President
Attest:
...................................
Secretary
[Form of Trustee's Certificate]
This Bond is one of the Bonds, of the series designated
therein, described in the within-mentioned Indenture and Eighty-
eighth Supplemental Indenture.
Chemical Bank,
as Trustee,
By...............................
Authorized Officer
[Form of Reverse of Bond]
This Bond is one of a duly authorized issue of Bonds of the
Company (herein called the "Bonds"), unlimited in aggregate
principal amount, of the series hereinafter specified, all issued
and to be issued under and equally secured by an indenture, dated as
of October 1, 1944, executed by the Company to Chemical Bank & Trust
Company, as Trustee (said indenture being herein called the
"Indenture"), under which Indenture Chemical Bank (herein called the
"Trustee") is successor Trustee and under which Indenture Thomas J.
Foley is individual trustee (herein called the "Individual Trustee",
the Trustee and Individual Trustee being herein collectively called
the "Trustees"), by virtue of the Fifty-sixth Supplemental Indenture
dated as of May 31, 1974, to which Indenture and all indentures
supplemental thereto (including without limitation the Fifteenth
Supplemental Indenture dated as of April 1, 1951, the Twenty-eighth
Supplemental Indenture dated as of May 1, 1957, the Fortieth
Supplemental Indenture dated as of May 1, 1966, the Fifty-fifth
Supplemental Indenture dated as of May 31, 1974, the Seventy-sixth
Supplemental Indenture dated as of June 1, 1989, the Seventy-eighth
Supplemental Indenture dated as of June 1, 1990, the Eighty-first
Supplemental Indenture dated as of August 1, 1991, the Eighty-second
Supplemental Indenture dated as of December 1, 1991, the Eighty-
fourth Supplemental Indenture dated as of December 1, 1992, the
Eighty-fifth Supplemental Indenture dated as of February 1, 1993,
the Eighty-sixth Supplemental Indenture dated as of March 1, 1993,
and the Eighty-eighth Supplemental Indenture hereinafter referred
to) reference is hereby made for a description of the properties
transferred and pledged, the nature and extent of the security, the
rights of the bearers or registered owners of the Bonds and of the
Trustees with respect thereto, and the terms and conditions upon
which the Bonds are, and are to be, secured. To the extent
permitted by, and as provided in, the Indenture, modifications or
alterations of the Indenture, or of any indenture supplemental
thereto, and of the rights and obligations of the Company and of the
<PAGE>
holders of the Bonds may be made with the consent of the Company by
an affirmative vote of not less than 75% in amount of the Bonds
entitled to vote then outstanding, at a meeting of Bondholders
called and held as provided in the Indenture, and by an affirmative
vote of not less than 75% in amount of the Bonds of any series
entitled to vote then outstanding and affected by such modifications
or alterations, in case one or more but less than all of the series
of Bonds then outstanding under the Indenture are so affected;
provided, however, that no such modification or alteration shall be
made which will affect the terms of payment of the principal of, or
interest on, this Bond, which are unconditional. The Bonds may be
issued in series, for various principal sums, may mature at
different times, may bear interest at different rates and may
otherwise vary as in the Indenture provided. This Bond is one of a
series designated as the "First Mortgage Bonds, 8% Series Due 2024"
of the Company, issued under and secured by the Indenture and all
indentures supplemental thereto and described in an indenture
supplemental thereto (herein called the "Eighty-eighth Supplemental
Indenture"), dated as of June 1, 1994, executed by the Company to
the Trustees.
The Bonds of this Series are subject to redemption (i) at any
time or times upon application as provided in the Indenture, as
supplemented, of moneys included in the trust estate, at a Special
Redemption Price of 100% of the principal amount so redeemed, or
(ii) on or after June 1, 2004, as a whole or in part, at the
applicable percentage of their principal amount set forth below
under "Regular Redemption Price" for the periods indicated:
If redeemed during Regular If redeemed during Regular
2004.................. 103.59% 2010................. 101.439%
2005.................. 103.237 2011................. 101.079
2006.................. 102.878 2012................. 100.719
2007.................. 102.518 2013................. 100.360
2008.................. 102.158 2014 and thereafter.. 100.000
1009.................. 101.799
together, in each case, with accrued interest to the redemption
date; all subject to the conditions and as more fully set forth in
the Indenture and the Eighty-eighth Supplemental Indenture and to
the conditions that redemptions of the Bonds of this Series during
each 12-month period beginning April 30 at the Special Redemption
Price pursuant to the method specified in (i) above may not exceed
the greater of (a) 1% of the aggregate principal amount ($750,000)
of the Bonds of this Series originally issued or (b) the lowest
percentage so redeemed (zero, if none are redeemed) of Bonds of any
other series then redeemable during such period relative to the
respective aggregate principal amount of Bonds of such series
originally issued.
Notice of any such redemption shall be mailed by the Company,
by first class mail, postage prepaid, not less than thirty and not
more than sixty days prior to the date of redemption, to the owner
of this Bond at such owner's address as the same shall appear on the
transfer register of the Company. Any notice so mailed shall be
conclusively presumed to have been duly given, whether or not the
owner receives it.
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the Bonds at any such time
outstanding under the Indenture may be declared or may become due
and payable, upon the conditions and in the manner and with the
effect provided in the Indenture. The Indenture provides that such
declaration may in certain events be waived by the holders of a
majority in principal amount of the Bonds outstanding.
<PAGE>
This Bond is transferable by the registered owner hereof, in
person or by duly authorized attorney, on the books of the Company
to be kept for that purpose at the agency of the Company in the
Borough of Manhattan, The City of New York, upon surrender and
cancellation of this Bond and on presentation of a duly executed
written instrument of transfer, and thereupon a new Bond or Bonds of
the same series, of the same aggregate principal amount and in
authorized denominations will be issued to the transferee or
transferees in exchange herefor; and this Bond, with or without
others of like form and series, may in like manner be exchanged for
one or more new Bonds of the same series of other authorized
denominations but of the same aggregate principal amount; all upon
payment of the charges and subject to the terms and conditions set
forth in the Indenture.
No recourse shall be had for the payment of the principal of,
or the interest on, this Bond, or for any claim based hereon or on
the Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer, past,
present or future, of the Company, or of any predecessor or
successor corporation, either directly or through the Company or any
such predecessor or successor corporation, whether for amounts
unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability, whether at common law, in
equity, by any constitution or statute or otherwise, of
incorporators, stockholders, directors or officers being released by
every owner hereof by the acceptance of this Bond and as part of the
consideration for the issue hereof, and being likewise released by
the terms of the Indenture.
Section 3. Until Bonds of 2024 Series in definitive form are
ready for delivery, the Company may execute, and upon its request in
writing the Trustee shall authenticate and deliver, in lieu thereof,
Bonds of 2024 Series in temporary form, as provided in Section 9 of
Article II of the Original Indenture. Such Bonds of 2024 Series in
temporary form may, in lieu of the statement of the specific
redemption prices required to be set forth in such Bonds in
definitive form, include a reference to this Supplemental Indenture
for a statement of such redemption prices.
PART II
Issue of Bonds of 2024 Series
Section 1. The principal amount of Bonds of 2024 Series which
may be authenticated and delivered hereunder is not limited.
Section 2. Bonds of 2024 Series for the aggregate principal
amount of Seventy-five Million Dollars ($75,000,000), being the
initial issue of Bonds of 2024 Series, may forthwith be executed by
the Company and delivered to the Trustee and shall be authenticated
by the Trustee and delivered (either before or after the filing or
recording hereof) to or upon the order of the designated officer or
officers of the Company, upon compliance by the Company with the
appropriate provisions and requirements of Articles III and XVIII of
the Original Indenture.
PART III
Redemption
Section 1. The bonds of 2024 Series shall be redeemable as set
forth in the form of Bond of 2024 Series included in Section 2 of
Part I hereof and in accordance with Article V of the Original
Indenture.
<PAGE>
Section 2. In case the Company shall desire to exercise its
right to redeem Bonds of 2024 Series, notice of redemption shall be
mailed by the Company, by first class mail postage prepaid, not less
than thirty days and not more than sixty days prior to the date of
redemption, to the owners of the Bonds to be redeemed, as a whole or
in part, at their addresses as the same shall appear on the transfer
register of the Company. Any notice so mailed shall be conclusively
presumed to have been duly given, whether or not the owner receives
it. In any case, failure duly to give notice by mail, or defect in
the notice, to the owner of any such Bond shall not affect the
validity of the proceedings for the redemption of any other Bond.
PART IV
Covenants and Consents
Notwithstanding that the Bonds of the 1987 Series no longer
are outstanding, the covenant contained in Section 3 of Part V of
the aforesaid Twenty-eighth Supplemental Indenture shall remain in
full force and effect and shall be binding upon the Company as long,
but only as long, as any Bonds of 2024 Series are outstanding. No
vote of holders of Bonds of 2024 Series shall be required under the
proviso in said Section 3.
PART V
The Trustees
The Trustee and the Individual Trustee each hereby accepts the
trust hereby declared and provided, and agrees to perform the same
upon the terms and conditions in the Original Indenture, as
heretofore supplemented and as supplemented by this Supplemental
Indenture, and upon the following terms and conditions:
Neither the Trustee nor the Individual Trustee shall be
responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or the due
execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company
solely.
PART VI
Miscellaneous Provisions
For all purposes hereof, all terms contained in this
Supplemental Indenture shall, except as the context may otherwise
require or as provided herein, have the meanings given to such terms
in Article I of the Original Indenture.
This Supplemental Indenture may be simultaneously executed in
any number of counterparts, each of which when so executed shall be
deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, said The Potomac Edison Company has caused
this Supplemental Indenture to be executed on its behalf by its
Chief Executive Officer, its President or one of its Vice Presidents
and its corporate seal to be hereto affixed and said seal to be
attested by its Secretary or one of its Assistant Secretaries; and
said Chemical Bank, as Trustee as aforesaid, in evidence of its
acceptance of the trust hereby created, has caused this Supplemental
Indenture to be executed on its behalf by one of its Vice Presidents
and its corporate seal to be hereto affixed and said seal to be
attested by its Secretary or one of its Assistant Secretaries; and
said Thomas J. Foley, as Individual Trustee as aforesaid, in
evidence of his acceptance of the trust hereby created, has hereunto
set his hand and seal; all as of the first day of June, One thousand
nine hundred and ninety-four.
The Potomac Edison Company
By.....................................
Peter J. Skrgic
Vice President
[Seal]
Attested:
...............................................
Nancy L. Campbell
Assistant Secretary
Signed, sealed and delivered by
The Potomac Edison Company
in the presence of:
................................................
As Witness
................................................
As Witness
<PAGE>
Chemical Bank,
As Trustee as aforesaid,
By................................
Paul J. Gilkeson
Vice President
Attested:
.....................................
Assistant Secretary
Signed, sealed and delivered by
Chemical Bank in the
presence of:
.....................................
As Witness
By...............................
Thomas J. Foley
As Individual Trustee as aforesaid
Signed, sealed and delivered
by Thomas J. Foley in the
presence of:
......................................
As Witness
<PAGE>
State of New York
County of New York, to wit:
I, a Notary Public of the State of New York, in and for the
County of New York, do certify that on this 16th day of June in the
year 1994 before me, the subscriber, personally appeared Peter J.
Skrgic, Vice President of The Potomac Edison Company, a corporation, who
signed the writing above, bearing date as of the 1st day of June,
1994, for said corporation, and has this day in my said County,
before me, acknowledged the said writing to be the act and deed of
said corporation.
Given under my hand and notarial seal this 16th day of June,
1994.
.............................
Notary Public
[Notarial Seal]
State of New York
County of New York, to wit:
I, a Notary Public of the State of New York, in and for the
County of New York, do certify that on this 17th day of June in the
year 1994 before me, the subscriber, personally appeared, Paul J.
Gilkeson, a Vice President of Chemical Bank, a corporation, who signed
the writing above, bearing date as of the 1st day June, 1994, for
said corporation, and has this day in my said County, before me,
acknowledged the said writing to be the act and deed of said
corporation.
Given under my hand and notarial seal this 17th day of June,
1994.
...............................
Notary Public
[Notarial Seal]
<PAGE>
State of New York
County of New York, to wit:
I, a Notary Public of the State of New York, in and for the
County of New York, do certify that on this 17th day of June in the
year 1994 before me, the subscriber, personally appeared Thomas J.
Foley, known to me to be the person who signed the writing above,
bearing date as of the 1st day of June, 1994, and has this day in my
said County, before me, acknowledged the said writing to be his act
and deed.
Given under my hand and notarial seal this 17th day of June,
1994.
................................
Notary Public
[Notarial Seal]
State of New York
} ss:
County of New York
Paul J. Gilkeson, of full age, being duly sworn according to
law, on his oath deposes and says: that Chemical Bank, a corporation
organized and existing under the laws of the State of New York, is
the Trustee named in the foregoing Supplemental Indenture, dated as
of June 1, 1994; that deponent is a Vice President of said Trustee,
and, as such Vice President, had charge of the execution and
delivery on behalf of said Trustee of said Supplemental Indenture
and is the agent of said Trustee for the purpose of perfecting the
same and that the consideration in said Supplemental Indenture is
true and bona fide as therein set forth.
..................................
Paul J. Gilkeson
Vice President
Subscribed and sworn to before me
this 17th day of June, 1994.
<TABLE>
<CAPTION>
Exhibit 12(a)
THE POTOMAC EDISON COMPANY
COMPUTATION IN SUPPORT OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
12 Months Years Ended December 31,
Ended
3/31/94 1993 1992 1991 1990 1989
Earnings:
<S> <C> <C> <C> <C> <C> <C>
Net income $78,973 $73,467 $67,476 $58,241 $61,580 $69,678
Fixed charges (see below) 44,037 44,501 40,156 37,665 34,101 30,043
Income taxes 34,520 30,630 28,923 24,510 25,876 28,201
Total Earnings $157,530 $148,598 $136,555 $120,416 $121,557 $127,922
Fixed Charges:
Interest on long-term debt $42,196 $42,695 $38,081 $35,053 $29,485 $26,566
Other interest 1,153 1,107 1,311 1,778 3,564 2,239
Estimated interest component
of rentals 688 699 764 834 1,052 1,238
Total Fixed Charges $44,037 $44,501 $40,156 $37,665 $34,101 $30,043
Ratio of Earnings to Fixed Charges 3.58 3.34 3.40 3.20 3.56 4.26
</TABLE>
