<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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 number 1-12898
[LOGO OF SOURCE ONE MORTGAGE SERVICES CORPORATION]
(Exact name of registrant as specified in its charter)
Delaware 38-2011419
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
27555 Farmington Road, Farmington Hills, Michigan 48334-3357
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (810) 488-7000
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 _________ .
As of May 10, 1996, the number of shares of the Registrant's Common Stock
outstanding was 2,247,000.
<PAGE> 2
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
<S> <C>
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Condition
March 31, 1996 (Unaudited) and December 31, 1995................... 2
Consolidated Statements of Income (Unaudited),
Three Months Ended March 31, 1996 and 1995......................... 3
Consolidated Statements of Cash Flows (Unaudited),
Three Months Ended March 31, 1996 and 1995 ....................... 4
Notes to Consolidated Financial Statements (Unaudited) ............ 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ............................... 6-9
PART II. Other Information
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .......................... 10
SIGNATURES......................................................... 11
</TABLE>
<PAGE> 3
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CONDITION
(in thousands, except for share amounts)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
March 31, December 31,
1996 1995
- ------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 467 $ 4,146
Investments 18,604 26,290
Mortgage loans receivable 537,098 381,028
Pool loan purchases 125,078 118,995
Loans held for investment 22,566 24,335
Capitalized servicing (net) 423,172 397,071
Common equity securities (net) - 529
Mortgage claims receivable and real estate acquired
(net of allowance for loan losses of $13,500) 46,628 45,416
Premises and equipment 30,078 31,014
Other assets 85,690 106,205
- ------------------------------------------------------------------------------
TOTAL ASSETS $1,289,381 $1,135,029
- ------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Short-term debt $ 563,328 $ 424,661
Long-term notes and debentures 237,198 237,185
Subordinated debentures 54,070 54,786
- ------------------------------------------------------------------------------
Total debt 854,596 716,632
Accounts payable and other liabilities 99,628 96,153
- ------------------------------------------------------------------------------
TOTAL LIABILITIES 954,224 812,785
- ------------------------------------------------------------------------------
Stockholders' Equity:
Preferred stock, $.01 par value, 12,000,000 shares
authorized 1,760,939 shares of 8.42% cumulative,
Series A (aggregate liquidation preference
of $25 per share) issued and outstanding 18 18
Common stock, $.01 par value,
8,000,000 shares authorized,
2,247,000 shares issued and outstanding 22 22
Paid-in capital 346,088 346,088
Unrealized investment loss (net) - (546)
Retained deficit (10,971) (23,338)
- ------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 335,157 322,244
- ------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,289,381 $1,135,029
- ------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Three months ended March 31, 1996 1995
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE
Mortgage servicing revenue $34,605 $41,166
Amortization of capitalized servicing 3,152 13,968
- -----------------------------------------------------------------------------------------------
Net servicing revenue 31,453 27,198
- -----------------------------------------------------------------------------------------------
Interest income 10,537 7,246
Interest expense 10,437 7,061
- -----------------------------------------------------------------------------------------------
Net interest revenue 100 185
- -----------------------------------------------------------------------------------------------
Net realized investment loss on sale of securities to affiliates (855) -
Net realized investment gain (loss) 47 (843)
Net gain on sale of mortgages 13,142 3,438
Net gain on sale of servicing - 28,229
Other 4,797 3,471
- -----------------------------------------------------------------------------------------------
TOTAL REVENUE 48,684 61,678
- -----------------------------------------------------------------------------------------------
EXPENSES
Salaries and employee benefits 15,701 14,938
Office occupancy and equipment 3,420 3,683
Provision for loan losses 1,958 1,217
Other operating expenses 6,846 7,569
- -----------------------------------------------------------------------------------------------
TOTAL EXPENSES 27,925 27,407
- -----------------------------------------------------------------------------------------------
Income before income taxes and extraordinary loss 20,759 34,271
Income tax expense 7,465 12,217
- -----------------------------------------------------------------------------------------------
Income before extraordinary loss 13,294 22,054
Extraordinary loss on retirement of debt (net of
$363 income tax benefit) - (675)
- -----------------------------------------------------------------------------------------------
NET INCOME $ 13,294 $21,379
- -----------------------------------------------------------------------------------------------
Less dividends on preferred stock 927 2,105
- -----------------------------------------------------------------------------------------------
Net income applicable to common stock $12,367 $19,274
- -----------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE:
Before extraordinary loss $5.50 $6.22
Extraordinary loss - (0.21)
- -----------------------------------------------------------------------------------------------
Net income per common share $ 5.50 $ 6.01
- -----------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Three months ended March 31, 1996 1995
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 13,294 $ 21,379
Noncash items included in the determination of net income:
Amortization of capitalized servicing 3,152 13,968
Provision for loan losses 1,958 1,217
Depreciation and amortization 1,809 1,999
Net realized loss on investments 855 843
Amortization of goodwill 522 522
Gain on sale of servicing - (28,229)
Amortization of deferred gain on sale of servicing (956) (956)
Net (increase) decrease in mortgage loans receivable (156,070) 22,082
Net increase in accounts payable and other liabilities 6,741 5,216
Net decrease in other assets 9,027 1,184
Net change in current and deferred income taxes receivable and payable 7,341 12,989
Extraordinary loss on retirement of debt - 675
- -------------------------------------------------------------------------------------------------
Net cash (used) provided by operating activities (112,327) 52,889
- -------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Collections on pool loan purchases, mortgage claims
receivable and real estate acquired 34,156 42,534
Additions to pool loan purchases, mortgage claims
receivable and real estate acquired (43,409) (42,062)
Capitalized excess servicing income (3,435) (1,033)
Additions to purchased mortgage servicing rights (8,268) (24,644)
Originated mortgage servicing rights (13,971) (4,726)
Net proceeds from sale of servicing - 170,652
Additions to long-term investments (3,965) -
Net decrease (increase) in short-term investments 8,661 (113,406)
Proceeds from sales of common equity securities 514 10,417
Net (acquisition) disposition of premises and equipment (237) 487
Net decrease (increase) in loans held for investment 1,769 (612)
- -------------------------------------------------------------------------------------------------
Net cash (used) provided by investing activities (28,185) 37,607
- -------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of commercial paper 1,769,571 204,861
Repayments on commercial paper (1,605,003) (147,600)
Net decrease in credit agreement borrowings (25,943) (69,741)
Retirement of debt - (71,689)
Dividends paid (927) (2,105)
Other (865) -
- -------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 136,833 (86,274)
- -------------------------------------------------------------------------------------------------
Net (decrease) increase in cash (3,679) 4,222
Cash at beginning of period 4,146 1,240
- -------------------------------------------------------------------------------------------------
Cash at end of period $ 467 $ 5,462
- -------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Source One
Mortgage Services Corporation (together with its subsidiaries, the "Company")
have been prepared in conformity with generally accepted accounting principles
for interim financial information and with the instructions for Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, all necessary adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation have
been included. The operating results for the three month period ended March 31,
1996 are not necessarily indicative of the results to be expected for the year
ending December 31, 1996.
For further information, refer to the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 filed with the Securities and Exchange Commission
on March 28, 1996.
Certain reclassifications have been made to the financial statements for
1995 to conform to the 1996 presentation.
NET INCOME PER SHARE
Net income per share amounts were computed based on 2,247,000 and
3,206,049 weighted average total number of common shares outstanding for the
quarters ended March 31, 1996 and 1995, respectively.
5
<PAGE> 7
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1996 AND 1995
Source One Mortgage Services Corporation (together with its subsidiaries,
the "Company") had net income of $13.3 million and $21.4 million for the three
months ended March 31, 1996 and 1995, respectively. The 1996 net income amount
includes a $20.0 million pretax, $13.0 after tax, recovery of valuation
allowances related to the Company's mortgage servicing rights asset. The 1995
net income amount includes a $28.2 million pretax, $18.3 million after tax,
gain on the sale of servicing to a third party.
Net servicing revenue increased to $31.5 million for the first quarter of
1996 from $27.2 million for the 1995 first quarter. Mortgage servicing revenue,
however, decreased $6.6 million primarily due to the sale of $9.9 billion of
mortgage servicing rights in the first quarter of 1995, partially offset by the
effects of a $4.7 billion servicing rights acquisition in the fourth quarter of
1995. The decrease in mortgage servicing revenue was more than offset by a
$10.8 million decrease in amortization of the capitalized servicing asset. The
lower amortization was due to a substantial recovery of the valuation
allowances for the impairment of mortgage servicing rights totaling $20.0
million, reflecting an increase in interest rates and a corresponding increase
in the fair values of the Company's mortgage servicing rights, since year end
1995 levels. This recovery was partially offset by higher amortization of the
capitalized mortgage servicing asset reflecting a lower interest rate
environment during the first quarter of 1996 versus the comparable period of
1995.
Amortization of capitalized servicing for the quarter ended March 31, 1996
also includes a $3.0 million net unrealized loss which represents the decline
in market value of the Company's investment in interest rate floor contracts
("floors") resulting from increases in market interest rates during the
quarter. The Company enters into floor contracts to reduce the sensitivity of
its servicing value and revenues to changes in market interest rates. The
floors derive their value from the 10 year constant maturity treasury yield
index or the 10 year swap rate index, as applicable. The floor yields range
from 5.47% to 6.24%. The carrying value of the Company's interest rate floor
contracts totaled $1.3 million and $3.5 million as of March 31, 1996 and
December 31, 1995, respectively, with total notional principal amounts of $700
million and $500 million, respectively. The Company is not exposed to losses in
excess of its initial investment in the floors.
The Company's mortgage loan servicing portfolio increased to $31.6 billion
as of March 31, 1996 from $29.0 billion as of March 31, 1995. The increase in
the servicing portfolio balance reflects a $4.7 billion servicing rights
acquisition in the fourth quarter of 1995.
Mortgage loan production increased to $1,205 million for the first quarter
of 1996 compared to $329 million for the 1995 first quarter. Regular mortgage
loan payoffs were $919 million and $384 million for the first quarters of 1996
and 1995, respectively. The increase in mortgage loan production and payoffs
reflect lower market interest rates and a corresponding increase in refinancing
activity during the 1996 first quarter compared to the comparable 1995 period.
(See table on page 8.)
Net interest revenue was $.1 million for the quarter ended March 31, 1996
versus $.2 million for the comparable 1995 quarter. Although interest income
increased as a result of increased mortgage loan production and the related
average mortgage loans receivable inventory, interest expense on short-term
borrowings also increased as a result of the higher production. The increases
in interest income and interest expense were also partially offset by the
effects of lower interest rates and a flattening of the yield curve during the
first quarter of 1996 compared to 1995. The issuance of $56.0 million principal
amount of subordinated debentures in December 1995 also resulted in an increase
to interest expense for the first quarter of 1996.
6
<PAGE> 8
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Net gain on mortgage sales increased to $13.1 million from $3.4 million
for the first quarter of 1996 compared to 1995, which is primarily due to an
increase in capitalized originated mortgage servicing rights income resulting
from the increase in production and the related mortgage loan sales volume
during the first quarter of 1996 compared to 1995.
Net gain on sale of servicing of $28.2 million for the quarter ended March
31, 1995 represents a gain on the sale of $9.9 billion of servicing to a third
party in the first quarter of 1995. Additional sales transactions may occur in
the future when management deems it to be economically advantageous.
Other revenue, which consists primarily of loan processing fees, insurance
commissions and brokerage fees, was $4.8 million and $3.5 million for the
quarters ended March 31, 1996 and 1995, respectively. Loan processing fees tend
to increase or decrease with mortgage loan production. Accordingly, the
increase in other revenue reflects the increase in mortgage loan production
during the 1996 first quarter compared to 1995.
Salaries and employee benefits expense was $15.7 million and $14.9 million
for the quarters ended March 31, 1996 and 1995, respectively. Generally
accepted accounting principles ("GAAP") require loan origination fees to be
netted against direct loan origination costs. Since salaries and employee
benefits expense is the largest component of loan origination costs,
approximately 90% of loan origination fees are accounted for as a reduction to
salaries and employee benefits expense. An increase in loan origination fees,
reflecting increased mortgage loan production during the first quarter of 1996
versus 1995, partially offset the increase in unadjusted salaries and employee
benefits expense. Excluding the effects of loan origination fees, salaries and
employee benefits expense would have increased approximately 16%, as indicated
in the following table, reflecting increased loan officer commissions due to
higher mortgage loan production volumes during the first quarter of 1996
compared to 1995.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Three Months Ended
March 31,
(in thousands) 1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C>
Unadjusted salaries and employee benefits expense $20,333 $17,465
GAAP net origination revenues (4,632) (2,527)
- ------------------------------------------------------------------------------
GAAP salaries and employee benefits expense $15,701 $14,938
- ------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 9
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
A summary of the Company's mortgage loan production and servicing
portfolio follows:
<TABLE>
- ------------------------------------------------------------------------------
Three Months Ended
March 31,
- ------------------------------------------------------------------------------
(in millions) 1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C>
LOAN PRODUCTION
Originations by loan type:
FHA/VA Insured $ 612 $ 187
Conventional 593 142
- ------------------------------------------------------------------------------
Total $ 1,205 $ 329
- ------------------------------------------------------------------------------
Originations by source:
Retail $ 595 $ 193
Wholesale 610 136
- ------------------------------------------------------------------------------
Total $ 1,205 $ 329
- ------------------------------------------------------------------------------
SERVICING PORTFOLIO (A)
Beginning balance $31,831 $39,568
Sale of servicing - (9,893)
Mortgage loan production 1,205 329
Regular payoffs (919) (384)
Principal amortization, servicing
released and foreclosures (512) (650)
- ------------------------------------------------------------------------------
Ending balance $ 31,605 $28,970
- ------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C>
Number of loans serviced (a) 488,380 494,051
Weighted average net servicing fee
(at end of period) (b) .409% .419%
Weighted average interest rate (a) 8.28% 8.33%
Percent delinquent (a) (c) 5.15% 6.08%
- ------------------------------------------------------------------------------
</TABLE>
(a) Includes loans subserviced for others having a principal balance of
$3,968 million and $4,039 million as of March 31, 1996 and December 31,
1995, respectively.
(b) Excludes loans subserviced for others having a principal balance of
$3,968 million and $4,039 million as of March 31, 1996 and December 31,
1995, respectively.
(c) Includes loans in process of foreclosure.
8
<PAGE> 10
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash flow requirements relate to funding mortgage
loan production and investments in mortgage servicing rights. To meet these
funding needs, the Company relies on commercial paper borrowings, short-term
credit facilities, medium and long-term debt, early funding programs and cash
flow from operations. Management believes capital resources will be sufficient
to meet the Company's operating needs as well as to fund maturing medium and
long-term debt.
The following table summarizes total debt outstanding:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
March 31, December 31,
(in thousands) 1996 1995
- -----------------------------------------------------------------------------------
<S> <C> <C>
Commercial paper, weighted average interest rates
of 5.66% and 6.14% as of March 31, 1996 and
December 31, 1995, respectively $ 421,181 $ 256,613
Credit agreements, weighted average interest rates
of 6.03% and 6.57% as of March 31, 1996 and
December 31, 1995, respectively 38,458 64,485
Medium-term notes due 1996, weighted average
interest rate of 9.60% 29,700 29,700
8.25% debentures due November 1, 1996 74,650 74,650
8.875% medium-term notes due October 15, 2001 138,355 138,355
9.0% debentures due June 1, 2012 100,000 100,000
9.375% subordinated debentures due December 31, 2025 55,976 55,976
Less unamortized discount,
premium and issuance costs (net) (3,724) (3,147)
- -----------------------------------------------------------------------------------
Total debt $ 854,596 $ 716,632
- -----------------------------------------------------------------------------------
</TABLE>
The Company has secured credit agreements which contain covenants limiting
its ability to pay dividends or make distributions on its capital in excess of
preferred stock dividend and subordinated debt interest payment requirements
each year. The covenants also require the Company to maintain a certain level
of total tangible net worth and a certain ratio of debt to total tangible net
worth. The Company is currently in compliance with all such covenants. As of
March 31, 1996 and December 31, 1995, there was no loan balance outstanding
under the secured credit agreements.
The Company has a dividend policy which may result in the payment of
dividends on the Company's common stock, dependent upon the earnings, cash
position and capital needs of the Company, limitations in credit agreements,
general business conditions and other factors deemed relevant by the Company's
Board of Directors. The Company did not declare any dividends on its common
stock for the quarter ended March 31, 1996.
9
<PAGE> 11
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- ----------------------
<S> <C>
27 Financial Data Schedule
</TABLE>
b. Form 8-K: The Company filed six current Reports on Form 8-K with the
Securities and Exchange Commission during the quarter ended March 31,
1996.
(i) January 24, 1996: Reported Distribution Date Statements for January
25, February 1, February 1, and January 20, 1996 relating to the Source
One Mortgage Services Corporation Agency MBS Multi-Class Pass-Through
Certificates Series 1987-2, 1988-1, 1988-2 and 1990-1, respectively.
(ii) January 25, 1996: Reported Report to the Trustee and Report to the
Certificate Holders for the month of January 1996 relating to the Source
One Mortgage Services Corporation 11-1/2% Mortgage Pass-Through
Certificates, Series A.
(iii) February 26, 1996: Reported Report to the Trustee and Report to the
Certificate Holders for the month of February 1996 relating to the Source
One Mortgage Services Corporation 11-1/2% Mortgage Pass-Through
Certificates, Series A.
(iv) February 27, 1996: Reported Distribution Date Statements for February 25,
March 1, March 1, and February 20, 1996 relating to the Source One
Mortgage Services Corporation Agency MBS Multi-Class Pass-Through
Certificates Series 1987-2, 1988-1, 1988-2 and 1990-1, respectively.
(v) March 25, 1996: Reported Report to the Trustee and Report to the
Certificate Holders for the month of March 1996 relating to the Source
One Mortgage Services Corporation 11-1/2% Mortgage Pass-Through
Certificates, Series A.
(vi) March 27, 1996: Reported Distribution Date Statements for March 25,
March 25, April 1, April 1 and March 20, 1996 relating to the Source One
Mortgage Services Corporation Agency MBS Multi-Class Pass-Through
Certificates Series 1987-1, 1987-2, 1988-1, 1988-2 and 1990-1,
respectively.
10
<PAGE> 12
FORM 10-Q
- ------------------------------------------------------------------------------
Source One Mortgage Services Corporation and Subsidiaries
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.
SOURCE ONE MORTGAGE SERVICES CORPORATION
----------------------------------------
(Registrant)
DATE: MAY 13, 1996 /S/ MARK A. JANSSEN
---------------------
Mark A. Janssen
Senior Vice President and Controller
(Chief Accounting Officer)
11
<PAGE> 13
EXHIBIT INDEX
EXIBIT NO. DESCRIPTION
- ---------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 467
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 30,078
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,289,381
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 22
0
18
<OTHER-SE> 335,117
<TOTAL-LIABILITY-AND-EQUITY> 1,289,381
<SALES> 0
<TOTAL-REVENUES> 48,684
<CGS> 0
<TOTAL-COSTS> 27,925
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,958
<INTEREST-EXPENSE> 10,437
<INCOME-PRETAX> 20,759
<INCOME-TAX> 7,465
<INCOME-CONTINUING> 13,294
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,294
<EPS-PRIMARY> 5.50
<EPS-DILUTED> 0
</TABLE>
