<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended: SEPTEMBER 30, 1995.
Commission file number: 000-14282.
Exact name of registrant as specified in its charter:
T. ROWE PRICE ASSOCIATES, INC.
State of Incorporation: MARYLAND.
I.R.S. Employer Identification No.: 52-0556948.
Address and zip code of principal executive offices: 100 EAST PRATT
STREET, BALTIMORE, MARYLAND 21202.
Registrant's telephone number, including area code: (410) 547-2000.
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, and (2) has been subject to such
filing requirements for the past 90 days. YES [X]. No [ ].
Indicate the number of shares outstanding of the issuer's common stock ($.20
par value), as of the latest practicable date: 28,630,163 SHARES AT
NOVEMBER 10, 1995.
Exhibit index is at Item 6(a) on page 10.
<PAGE> 2
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
T. ROWE PRICE ASSOCIATES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
09/30/95
12/31/94 Unaudited
________ _________
ASSETS
Cash and cash equivalents $ 60,016 $ 98,688
Accounts receivable 46,722 54,268
Investments in sponsored mutual funds
held as available-for-sale securities 93,010 107,333
Partnership and other investments 28,657 27,836
Property and equipment 49,341 49,779
Goodwill and deferred expenses 7,811 6,494
Other assets 11,725 7,848
________ ________
$297,282 $352,246
________ ________
________ ________
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued expenses $ 17,741 $ 21,005
Accrued compensation and retirement costs 27,413 39,570
Income taxes payable 1,573 5,947
Dividends payable 4,575 4,573
Debt 13,410 797
Minority interests in consolidated subsidiaries 16,331 18,882
________ ________
Total liabilities 81,043 90,774
________ ________
Commitments and contingent liabilities
Stockholders' equity
Preferred stock, undesignated - authorized
20,000,000 shares in 1995 -- --
Common stock, $.20 par value - authorized
48,000,000 shares in 1994 and 100,000,000 shares
in 1995; issued and outstanding 28,569,419 shares
in 1994 and 28,580,686 in 1995 5,714 5,716
Capital in excess of par value 1,935 3,614
Unrealized security holding gains 2,554 12,437
Retained earnings 206,036 239,705
________ ________
Total stockholders' equity 216,239 261,472
________ ________
$297,282 $352,246
________ ________
________ ________
See the accompanying notes to the condensed consolidated financial
statements.
<PAGE> 3
T. ROWE PRICE ASSOCIATES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per-share amounts)
Three months Nine months
ended ended
September 30, September 30,
__________________________________
1994 1995 1994 1995
________ ________________ ________
Revenues
Investment advisory fees $ 74,462 $ 87,019 $214,177 $240,619
Administrative fees 21,429 24,448 63,671 69,567
Investment and other income 1,052 1,759 3,490 5,675
________ ________ ________ ________
96,943 113,226 281,338 315,861
________ ________ ________ ________
Expenses
Compensation and related costs 32,721 35,973 96,663 104,760
Advertising and promotion 5,957 7,126 23,225 21,096
Depreciation, amortization and
operating rentals of property
and equipment 6,172 7,306 18,279 21,928
International investment
research fees 6,894 7,793 19,045 21,907
Administrative and general 12,620 14,783 34,719 41,354
________ ________ ________ ________
64,364 72,981 191,931 211,045
________ ________ ________ ________
Income before income taxes and
minority interests 32,579 40,245 89,407 104,816
Provision for income taxes 12,590 14,914 34,773 40,002
________ ________ ________ ________
Income from consolidated companies 19,989 25,331 54,634 64,814
Minority interests in consolidated
subsidiaries 3,727 3,780 9,570 10,050
________ ________ ________ ________
Income before extraordinary charge 16,262 21,551 45,064 54,764
Extraordinary charge from early
extinguishment of debt, net of
income tax benefit -- 1,049 -- 1,049
________ ________ ________ ________
Net income $ 16,262 $ 20,502 $ 45,064 $ 53,715
________ ________ ________ ________
________ ________ ________ ________
Earnings per share, including an
extraordinary charge of $.03 per
share in 1995 $ .53 $ .67 $ 1.47 $ 1.77
________ ________ ________ ________
________ ________ ________ ________
Dividends declared per share $ .13 $ .16 $ .39 $ .48
________ ________ ________ ________
________ ________ ________ ________
Weighted average shares outstanding,
including share equivalents arising
from unexercised stock options 30,421 30,706 30,679 30,365
________ ________ ________ ________
________ ________ ________ ________
See the accompanying notes to the condensed consolidated financial
statements.
<PAGE> 4
T. ROWE PRICE ASSOCIATES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine months ended
__________________
09/30/94 09/30/95
________ ________
Cash flows from operating activities
Net income $ 45,064 $ 53,715
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization of property
and equipment 7,220 9,670
Minority interests in consolidated subsidiaries 9,570 10,050
Increase in accounts receivable (5,653) (7,546)
Increase in accounts payable and accrued
liabilities 16,600 16,831
Other changes in assets and liabilities 681 5,154
________ ________
Net cash provided by operating activities 73,482 87,874
________ ________
Cash flows from investing activities
Investments in sponsored mutual funds (21,159) (3,035)
Proceeds from liquidation of mutual fund investments -- 3,076
Partnership and other investments (6,252) (1,888)
Return of partnership investments 660 2,065
Additions to property and equipment (13,568) (10,846)
________ ________
Net cash used in investing activities (40,319) (10,628)
________ ________
Cash flows from financing activities
Purchases of stock (15,395) (7,489)
Receipts relating to stock issuances 3,310 2,808
Dividends paid to stockholders (11,339) (13,686)
Distributions to minority interests (6,320) (7,594)
Debt payments (227) (12,613)
________ ________
Net cash used in financing activities (29,971) (38,574)
________ ________
Cash and cash equivalents
Net increase during period 3,192 38,672
At beginning of period 46,218 60,016
________ ________
At end of period $ 49,410 $ 98,688
________ ________
________ ________
See the accompanying notes to the condensed consolidated financial
statements.
<PAGE> 5
T. ROWE PRICE ASSOCIATES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY AND BASIS OF PREPARATION.
T. Rowe Price Associates, Inc. and its consolidated subsidiaries (the
Company) serve as investment adviser to the T. Rowe Price Mutual Funds (the
Price funds), other sponsored investment products, and private accounts of
other institutional and individual investors, including defined benefit and
defined contribution retirement plans, endowments, foundations, trusts, and
other mutual funds. The Company also provides various administrative
services to its clients, including mutual fund transfer agent, accounting and
shareholder services; participant recordkeeping and transfer agent services
for defined contribution retirement plans; discount brokerage; and trust
services. At September 30, 1995, the Company's assets under management
totaled $71.5 billion, including $45.9 billion in the Price funds.
The unaudited condensed consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented. All such
adjustments are of a normal recurring nature.
The unaudited interim financial information contained in the condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements contained in the 1994 Annual Report to
Stockholders.
NOTE 2 - EARLY EXTINGUISHMENT OF DEBT.
On September 29, 1995, the Company settled its 9.77%, $12,375,000 promissory
note due in 2001 by making a cash payment of $13,875,000. In conjunction
with the settlement, the Company recognized an extraordinary charge equal to
the sum of the prepayment premium and the unamortized debt issuance costs of
$235,000, net of an income tax benefit of $686,000.
NOTE 3 - STOCK OPTIONS.
During 1995, the Company awarded options to purchase 20,000 shares of its
common stock to the independent members of its board of directors. The
options were granted at exercise prices equal to the then fair market values
of $38.375 and $45.75 per share and become exercisable one year after their
grant.
On November 1, 1995, the Company awarded options to purchase 1,217,500 shares
of its common stock to certain officers and employees. The options were
granted at an exercise price equal to the then fair market value of $52.25
per share and become exercisable over the next five years.
<PAGE> 6
NOTE 4 - STOCKHOLDERS' EQUITY.
The following table details the changes in stockholders' equity (dollars in
thousands) during the first nine months of 1995.
Capital Unreal-
Common in ized Total
Common stock excess security stock-
stock - par of par holding Retained holders'
- shares value value gains earnings equity
__________ ______ _______ ________ ________ ________
Balance at
December 31,
1994 28,569,419 $5,714 $ 1,935 $ 2,554 $206,036 $216,239
Stock options
exercised 260,767 52 2,684 (2) 2,734
Purchases of
common stock (249,500) (50) (1,079) (6,360) (7,489)
Cash received
from holders of
Executive Stock 74 74
Net income 53,715 53,715
Dividends
declared (13,684) (13,684)
Unrealized hold-
ing gain on
available-for-
sale mutual fund
investments 9,883 9,883
__________ ______ _______ _______ ________ ________
Balance at
September 30,
1995 28,580,686 $5,716 $ 3,614 $12,437 $239,705 $261,472
__________ ______ _______ _______ ________ ________
__________ ______ _______ _______ ________ ________
NOTE 5 - COMMITMENTS.
On September 29, 1995, the Company entered into a contract which, if
consummated, would result in the acquisition of 32.7 acres of undeveloped
land in Owings Mills, Maryland and an option to acquire an additional 37.4
acres of adjacent land, and the extension of the land lease on its existing
facility in Owings Mills, Maryland from 2040 to 2089, for an aggregate
consideration of up to $7,600,000. The Company is entitled to cancel all
obligations under this contract by forfeiting deposits of up to $350,000.
The Company with the assistance of its real estate and architectural
consultants is currently examining the feasibility of the proposed expansion
of its operating facilities and expects to make a final decision late in the
fourth quarter of 1995. If the Company determines to proceed with the
proposed expansion, it would expect to settle on this contract by year-end
1995 and would likely commence construction of a new service facility in
1996.
<PAGE> 7
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
T. Rowe Price Associates, Inc.
We have reviewed the condensed consolidated balance sheet of T. Rowe Price
Associates, Inc. and its subsidiaries as of September 30, 1995, and the
related condensed consolidated statements of income and cash flows for the
three- and nine-month periods ended September 30, 1994 and 1995. These
financial statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1994, and the
related consolidated statements of income, cash flows, and stockholders'
equity for the year then ended (not presented herein), and in our report
dated January 25, 1995 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of December 31,
1994, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ PRICE WATERHOUSE LLP
Baltimore, Maryland
October 24, 1995
THE ABOVE REPORT IS NOT A "REPORT" WITHIN THE MEANING OF SECTIONS 7 AND 11 OF
THE SECURITIES ACT OF 1933 AND THE INDEPENDENT ACCOUNTANTS' LIABILITY
PROVISIONS OF SECTION 11 OF THE ACT DO NOT APPLY.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL.
T. Rowe Price Associates, Inc. (the Company) derives its revenue primarily
from investment advisory and administrative services provided to the Price
Mutual Funds (the Funds), private accounts, and other sponsored investment
products. Investment advisory fees are generally based on the net assets of
the portfolios managed. The majority of administrative revenues are earned
from contracted services provided to the Funds.
The Company believes its base of assets under management is well diversified
and relatively stable and that its broad range of investment products meets
the varied needs and objectives of most individual and institutional
investors. Company revenues are largely dependent on the total value and
composition of assets under management; accordingly, fluctuations in
financial markets and in the composition of assets under management impact
revenues and results of operations.
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS 1994.
Net income increased $4.2 million or 26% to $20.5 million or $.67 per share
from $16.3 million or $.53 per share. The 1995 results include an
extraordinary charge of $1.0 million or $.03 per share from the early
extinguishment of the Company's 9.77% fixed rate, $12.4 million promissory
note due in 2001. The Company's common stock repurchases resulted in a
decrease in weighted average shares outstanding and account for $.01 of the
increase in earnings per share. Total revenues for the third quarter
increased 17% from $96.9 million in 1994 to a record quarterly total of
$113.2 million, led by an increase of $12.6 million in investment advisory
revenues.
Investment advisory revenues from the Funds increased $11.0 million as
average assets under management rose $7.5 billion to $44.6 billion. Fund
assets totaled $45.9 billion at September 30, 1995, up $3.4 billion from
June 30, 1995, with stock funds accounting for $3.2 billion of the increase.
Net cash inflows to the Funds during the third quarter totaled almost $1.2
billion primarily to the stock funds. Private accounts and other sponsored
products contributed the balance of the investment advisory revenue gains.
Private account assets under management rose to $25.5 billion at
September 30, 1995, up $1.4 billion from June 30, 1995 and $5.2 billion from
September 30, 1994. Total assets under management at quarter end increased
to $71.5 billion from $66.6 billion at June 30, 1995 and $58.2 billion at
September 30, 1994.
Administrative fees from services to the Price Funds and their shareholders
grew $3.0 million to $24.4 million; however, increases in related operating
expenses largely offset these revenue gains.
Investment and other income rose more than $.7 million primarily due to
<PAGE> 9
greater dividends received on larger money market fund balances.
Operating expenses increased 13% or $8.6 million to $73.0 million. Greater
compensation and related costs, which were up $3.3 million, were attributable
to increases in overall compensation rates and a 7% increase in the average
number of employees, primarily to support the Company's growing operations.
Advertising and promotion expenditures rose $1.2 million to attract
additional assets under management, especially from retirement plans and
their participants. Such expenditures vary over time as market conditions
and cash inflows to the Funds warrant. Depreciation, amortization, and
operating rentals of property and equipment increased $1.1 million as a
result of the Company's recent investments in computer and communications
equipment, office facilities and furnishings. International investment
research fees increased $.9 million as quarter-end international assets under
management rose to nearly $21.4 billion, up from $18.8 billion at September
30, 1994. Administrative and general expenses increased primarily as the
result of a greater accrual for charitable contributions.
Increased earnings by RPFI on greater assets under management was the reason
for the increase in minority interests in consolidated subsidiaries.
The provision for income taxes decreased as a percentage of income before
income taxes and minority interests primarily due to the recognition of
certain federal tax credits.
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS 1994.
Net income increased almost $8.7 million or 19% to $53.7 million. Earnings
per share grew more than 20%, or $.30 per share, to a record $1.77 for the
first nine months. The 1995 results include an extraordinary charge of $1.0
million or $.03 per share from the early extinguishment of the Company's
9.77% fixed rate, $12.4 million promissory note due in 2001. The Company's
common stock repurchases account for $.03 of the increase in earnings per
share. Total revenues increased 12% from $281.3 million in 1994 to a record
nine month total of $315.9 million, led by an increase of $26.4 million in
investment advisory revenues.
Investment advisory revenues from the Funds increased $23.7 million as
average assets under management rose $5.2 billion to $41.3 billion. Fund
assets closed the 1995 third quarter at $45.9 billion, up $8.6 billion from
December 31, 1994, with stock funds accounting for $7.3 billion of the
increase. Net cash inflows to the Funds during the first nine months of 1995
totaled more than $2.7 billion as net subscriptions to the stock funds were
almost $2.6 billion. Private accounts and other sponsored products
contributed the balance of the investment advisory revenue gains.
Administrative fees from services to the Price Funds and their shareholders
grew 9% to $69.6 million; however, increases in related operating expenses
more than offset these revenue gains.
Investment and other income rose almost $2.2 million primarily due to greater
<PAGE> 10
dividends received on larger money market fund balances.
Operating expenses increased 10% or $19.1 million to $211.0 million from
$191.9 million. Greater compensation and related costs, which were up $8.1
million, were attributable to increases in overall compensation rates and an
8% increase in the average number of employees, primarily to support the
Company's growing operations. Advertising and promotion expenditures were
reduced from 1994 levels primarily as a result of very large expenditures in
the first quarter of 1994 when net cash inflows to the funds totaled $1.7
billion. Such expenditures vary over time as market conditions and cash
inflows to the Funds warrant. Depreciation, amortization, and operating
rentals of property and equipment increased $3.6 million as a result of the
Company's recent investments in computer and communications equipment, office
facilities and furnishings. International investment research fees increased
$2.9 million as international assets under management rose to nearly $21.4
billion at September 30, 1995. Administrative and general expenses increased
$6.6 million primarily due to greater costs associated with the Company's
growing operations and data processing capabilities.
Increased earnings by RPFI on higher assets under management was the primary
reason for the increase in minority interests in consolidated subsidiaries.
CAPITAL RESOURCES AND LIQUIDITY.
As discussed in Note 2 on page 5 of this Form 10-Q, the Company has
extinguished its fixed-rate long-term debt. The Company realized a
substantial savings by retiring the debt at market rates versus the terms of
the original borrowing. Current cash balances were used to fund the payoff.
As discussed in Note 5 on page 6 of this Form 10-Q, the Company is currently
evaluating the expansion of its service facilities in Owings Mills, Maryland.
If the Company proceeds to settlement of the land acquisition contract,
subsequent construction costs will be material; however, sufficient cash
balances and future operating cash inflows are expected to be available to
fund these cash outflows.
PART II. OTHER INFORMATION.
ITEM 5. OTHER INFORMATION.
On September 18, 1995, the board of directors increased the size of the board
to 13 and elected Richard L. Menschel and Anne Marie Whittemore to fill the
vacancies created by this action. The Company's directors have been elected
to serve until the next Annual Meeting of Stockholders and until their
respective successors are elected and qualified.
<PAGE> 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits required to be filed by Item 601 of Regulation S-K
are filed herewith and incorporated by reference herein:
3(ii) - Restated By-Laws including amendments through April 7, 1993.
15 - Letter from Price Waterhouse LLP, independent accountants, re
unaudited interim financial information.
27 - Financial Data Schedule.
All other items are omitted because they are not applicable or the answers
are none.
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 on November 13, 1995.
T. Rowe Price Associates, Inc.
/s/ George A. Roche, Chief Financial Officer
/s/ Alvin M. Younger, Jr., Principal Accounting Officer
<PAGE> 1 EXHIBIT 3.(ii)
T. ROWE PRICE ASSOCIATES, INC.
RESTATED BY-LAWS
(including all amendments through April 7, 1993)
ARTICLE I.
STOCKHOLDERS
SECTION 1.01. ANNUAL MEETING. The Corporation shall hold an annual
meeting of its stockholders to elect directors and transact any other
business within its powers, either at 2:00 p.m. on the last Thursday of March
in each year if not a legal holiday, or at such other time on such other day
falling on or before the 30th day thereafter as shall be set by the Board of
Directors. Except as the Charter or statute provides otherwise, any business
may be considered at an annual meeting without the purpose of the meeting
having been specified in the notice. Failure to hold an annual meeting does
not invalidate the Corporation's existence or affect any otherwise valid
corporate acts.
SECTION 1.02. SPECIAL MEETING. At any time in the interval between
annual meetings, a special meeting of the stockholders may be called by the
Chairman of the Board or the President or by a majority of the Board of
Directors by vote at a meeting or in writing (addressed to the Secretary of
the Corporation) with or without a meeting.
SECTION 1.03. PLACE OF MEETINGS. Meetings of stockholders shall be held
at such place in the United States as is set from time to time by the Board
of Directors.
SECTION 1.04. NOTICE OF MEETINGS; WAIVER OF NOTICE. Not less than ten
nor more than 90 days before each stockholders' meeting, the Secretary shall
give written notice of the meeting to each stockholder entitled to vote at
the meeting and each other stockholder entitled to notice of the meeting.
The notice shall state the time and place of the meeting and, if the meeting
is a special meeting or notice of the purpose is required by statute, the
purpose of the meeting. Notice is given to a stockholder when it is
personally delivered to him, left at his residence or usual place of
business, or mailed to him at his address as it appears on the records of the
Corporation. Notwithstanding the foregoing provisions, each person who is
entitled to notice waives notice if he before or after the meeting signs a
waiver of the notice which is filed with the records of stockholders'
meetings, or is present at the meeting in person or by proxy.
SECTION 1.05. QUORUM; VOTING. Unless statute or the Charter provides
otherwise, at a meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast
at the meeting constitutes a quorum, and a majority of all the votes cast at
a meeting at which a quorum is present is sufficient to approve any matter
which properly comes before the meeting, except that a plurality of all the
<PAGE> 2
votes cast at a meeting at which a quorum is present is sufficient to elect a
director.
SECTION 1.06. ADJOURNMENTS. Whether or not a quorum is present, a
meeting of stockholders convened on the date for which it was called may be
adjourned from time to time by the stockholders present in person or by proxy
by a majority vote. Any business which might have been transacted at the
meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present. No further notice of
an adjourned meeting other than by announcement shall be necessary if held on
a date not more than 120 days after the original record date.
SECTION 1.07. GENERAL RIGHT TO VOTE; PROXIES. Unless the Charter
provides for a greater or lesser number of votes per share or limits or
denies voting rights, each outstanding share of stock, regardless of class,
is entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. In all elections for directors, each share of stock may be
voted for as many individuals as there are directors to be elected and for
whose election the share is entitled to be voted. A stockholder may vote the
stock he owns of record either in person or by written proxy signed by the
stockholder or by his duly authorized attorney in fact. Unless a proxy
provides otherwise, it is not valid more than 11 months after its date.
SECTION 1.08. LIST OF STOCKHOLDERS. At each meeting of stockholders, a
full, true and complete list of all stockholders entitled to vote at such
meeting, showing the number and class of shares held by each and certified by
the transfer agent for such class or by the Secretary, shall be furnished by
the Secretary.
SECTION 1.09. CONDUCT OF VOTING. At all meetings of stockholders,
unless the voting is conducted by inspectors, the proxies and ballots shall
be received, and all questions touching the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be
decided, by the chairman of the meeting. If demanded by stockholders,
present in person or by proxy, entitled to cast 10% in number of votes
entitled to be cast, or if ordered by the chairman, the vote upon any
election or question shall be taken by ballot and, upon like demand or order,
the voting shall be conducted by two inspectors, in which event the proxies
and ballots shall be received, and all questions touching the qualification
of voters and the validity of proxies and the acceptance or rejection of
votes shall be decided, by such inspectors. Unless so demanded or ordered,
no vote need be by ballot and voting need not be conducted by inspectors.
The stockholders at any meeting may choose an inspector or inspectors to act
at such meeting, and in default of such election the chairman of the meeting
may appoint an inspector or inspectors. No candidate for election as a
director at a meeting shall serve as an inspector thereat.
SECTION 1.10. INFORMAL ACTION BY STOCKHOLDERS. Any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if there is filed with the records of stockholders meetings an
unanimous written consent which sets forth the action and is signed by each
<PAGE> 3
stockholder entitled to vote on the matter and a written waiver of any right
to dissent signed by each stockholder entitled to notice of the meeting but
not entitled to vote at it.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 2.01. FUNCTION OF DIRECTORS. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.
All powers of the Corporation may be exercised by or under authority of the
Board of Directors, except as conferred on or reserved to the stockholders by
statute or by the Charter or By-Laws.
SECTION 2.02. NUMBER OF DIRECTORS. The Corporation shall have at least
three directors; provided that, if there is no stock outstanding, the number
of Directors may be less than three but not less than one, and, if there is
stock outstanding and so long as there are less than three stockholders, the
number of Directors may be less than three but not less than the number of
stockholders. The Corporation shall have the number of directors provided in
the Charter until changed as herein provided. A majority of the entire Board
of Directors may alter the number of directors set by the Charter to not
exceeding 25 nor less than the minimum number then permitted herein, but the
action may not affect the tenure of office of any director.
SECTION 2.03. ELECTION AND TENURE OF DIRECTORS. At each annual meeting,
the stockholders shall elect directors to hold office until the next annual
meeting and until their successors are elected and qualify.
SECTION 2.04. REMOVAL OF DIRECTOR. Unless statute or the Charter
provides otherwise, the stockholders may remove any director, with or without
cause, by the affirmative vote of a majority of all the votes entitled to be
cast for the election of directors.
SECTION 2.05. VACANCY ON BOARD. The stockholders may elect a successor
to fill a vacancy on the Board of Directors which results from the removal of
a director. A director elected by the stockholders to fill a vacancy which
results from the removal of a director serves for the balance of the term of
the removed director. A majority of the remaining directors, whether or not
sufficient to constitute a quorum, may fill a vacancy on the Board of
Directors which results from any cause except an increase in the number of
directors and a majority of the entire Board of Directors may fill a vacancy
which results from an increase in the number of directors. A director
elected by the Board of Directors to fill a vacancy serves until the next
annual meeting of stockholders and until his successor is elected and
qualifies.
SECTION 2.06. REGULAR MEETINGS. After each meeting of stockholders at
which a Board of Directors shall have been elected, the Board of Directors so
elected shall meet as soon as practicable for the purpose of organization and
the transaction of other business; and in the event that no other time is
<PAGE> 4
designated by the stockholders, the Board of Directors shall meet one hour
after the time for such stockholders' meeting or immediately following the
close of such meeting, whichever is later, on the day of such meeting. Such
first regular meeting shall be held at any place as may be designated by the
stockholders, or in default of such designation at the place designated by
the Board of Directors for such first regular meeting, or in default of such
designation at the place of the holding of the immediately preceding meeting
of stockholders. No notice of such first meeting shall be necessary if held
as hereinabove provided. Any other regular meeting of the Board of Directors
shall be held on such date and at any place as may be designated from time to
time by the Board of Directors.
SECTION 2.07. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board or the
President or by a majority of the Board of Directors by vote at a meeting, or
in writing with or without a meeting. A special meeting of the Board of
Directors shall be held on such date and at any place as may be designated
from time to time by the Board of Directors. In the absence of designation
such meeting shall be held at such place as may be designated in the call.
SECTION 2.08. NOTICE OF MEETING. Except as provided in Section 2.06,
the Secretary shall give notice to each director of each regular and special
meeting of the Board of Directors. The notice shall state the time and place
of the meeting. Notice is given to a director when it is delivered
personally to him, left at his residence or usual place of business, or sent
by telegraph or telephone, at least 24 hours before the time of the meeting
or, in the alternative by mail to his address as it shall appear on the
records of the Corporation, at least 72 hours before the time of the meeting.
Unless the By-Laws or a resolution of the Board of Directors provides
otherwise, the notice need not state the business to be transacted at or the
purposes of any regular or special meeting of the Board of Directors. No
notice of any meeting of the Board of Directors need be given to any director
who attends, or to any director who, in writing executed and filed with the
records of the meeting either before or after the holding thereof, waives
such notice. Any meeting of the Board of Directors, regular or special, may
adjourn from time to time to reconvene at the same or some other place, and
no notice need be given of any such adjourned meeting other than by
announcement.
SECTION 2.09. ACTION BY DIRECTORS. Unless statute or the Charter or By-
Laws requires a greater proportion, the action of a majority of the directors
present at a meeting at which a quorum is present is action of the Board of
Directors. A majority of the entire Board of Directors shall constitute a
quorum for the transaction of business. In the absence of a quorum, the
directors present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the
meeting as originally notified. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting, if an
unanimous written consent which sets forth the action is signed by each
<PAGE> 5
member of the Board and filed with the minutes of proceedings of the Board.
SECTION 2.10. MEETING BY CONFERENCE TELEPHONE. Members of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting
can hear each other at the same time. Participation in a meeting by these
means constitutes presence in person at a meeting.
SECTION 2.11. COMPENSATION. By resolution of the Board of Directors a
fixed sum and expenses, if any, for attendance at each regular or special
meeting of the Board of Directors or of committees thereof, and other
compensation for their services as such or on committees of the Board of
Directors, may be paid to directors. A director who serves the Corporation
in any other capacity also may receive compensation for such other services,
pursuant to a resolution of the directors.
ARTICLE III.
COMMITTEES
SECTION 3.01. COMMITTEES. The Board of Directors may appoint from among
its members an Executive Committee and other committees composed of two or
more directors and delegate to these committees any of the powers of the
Board of Directors, except the power to declare dividends or other
distributions on stock, elect directors, issue stock other than as provided
in the next sentence, recommend to the stockholders any action which requires
stockholder approval, amend the By-Laws, or approve any merger or share
exchange which does not require stockholder approval. If the Board of
Directors has given general authorization for the issuance of stock, a
committee of the Board, in accordance with a general formula or method
specified by the Board by resolution or by adoption of a stock option or
other plan, may fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued, including
all terms and conditions required or permitted to be established or
authorized by the Board of Directors.
SECTION 3.02. COMMITTEE PROCEDURE. Each committee may fix rules of
procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the act of a majority
of those present at a meeting at which a quorum is present shall be the act
of the committee. The members of a committee present at any meeting, whether
or not they constitute a quorum, may appoint a director to act in the place
of an absent member. Any action required or permitted to be taken at a
meeting of a committee may be taken without a meeting, if an unanimous
written consent which sets forth the action is signed by each member of the
committee and filed with the minutes of the committee. The members of a
committee may conduct any meeting thereof by conference telephone in
accordance with the provisions of Section 2.10.
SECTION 3.03. EMERGENCY. In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the affairs and
<PAGE> 6
business of the Corporation by its directors and officers as contemplated by
the Charter and the By-Laws, any two or more available members of the then
incumbent Executive Committee shall constitute a quorum of that Committee for
the full conduct and management of the affairs and business of the
Corporation in accordance with the provisions of Section 3.01. In the event
of the unavailability, at such time, of a minimum of two members of the then
incumbent Executive Committee, the available directors shall elect an
Executive Committee consisting of any two members of the Board of Directors,
whether or not they be officers of the Corporation, which two members shall
constitute the Executive Committee for the full conduct and management of the
affairs of the Corporation in accordance with the aforegoing provisions of
this Section. This Section shall be subject to implementation by resolution
of the Board of Directors passed from time to time for that purpose, and any
provisions of the By-Laws (other than this Section) and any resolutions which
are contrary to the provisions of this Section or to the provisions of any
such implementary resolutions shall be suspended until it shall be determined
by any interim Executive Committee acting under this Section that it shall be
to the advantage of the Corporation to resume the conduct and management of
its affairs and business under all the other provisions of the By-Laws.
ARTICLE IV.
OFFICERS
SECTION 4.01 EXECUTIVE AND OTHER OFFICERS; OPERATING COMMITTEES. The
Corporation shall have a President, a Secretary, and a Treasurer who shall be
executive officers of the Corporation. It may also have a Chairman of the
Board, who shall be an officer of the Corporation if he is so designated by
the Board of Directors. The Board of Directors may designate who shall serve
as chief executive officer, having general supervision of the business and
affairs of the Corporation, or as chief operating officer, having supervision
of the operations of the Corporation; in the absence of designation the
President shall serve as chief executive officer and chief operating officer.
It may also have one or more Managing Directors, Vice-Presidents, assistant
officers, and subordinate officers as may be established by the Board of
Directors and may provide additional descriptive titles, such as chief
financial officer, as the Board shall deem appropriate. The Chairman of the
Board, if he is designated as an officer, and the chief financial officer, if
one is designated, shall be executive officers of the Corporation; other
officers shall be executive officers if designated as such by the Board of
Directors. A person may hold more than one office in the Corporation but may
not serve concurrently as both President and Vice-President of the
Corporation. The Chairman of the Board shall be a director; the other
officers may be directors. The officers of the Corporation may also act
through one or more committees appointed by the Board of Directors or
appointed by a committee appointed by the Board of Directors. [Amended
September 7, 1989; April 7, 1993.]
SECTION 4.02. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
be elected, shall preside at all meetings of the Board of Directors and of
the stockholders at which he shall be present; and, in general, he shall
<PAGE> 7
perform all such duties as are from time to time assigned to him by the Board
of Directors.
SECTION 4.03. PRESIDENT. The President, in the absence of the Chairman
of the Board, shall preside at all meetings of the Board of Directors and of
the stockholders at which he shall be present; he may sign and execute, in
the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts or other instruments, except in cases in which the signing and
execution thereof shall have been expressly delegated to some other officer
or agent of the Corporation; and, in general, he shall perform all duties
usually performed by a president of a corporation and such other duties as
are from time to time assigned to him by the Board of Directors or the chief
executive officer of the Corporation.
SECTION 4.04. MANAGING DIRECTORS. The Managing Directors shall be
elected by the Board of Directors and shall have the powers and perform the
duties of Vice-Presidents of the Corporation and shall have such additional
powers and perform such additional duties as are from time to time assigned
to them by the Board of Directors, the chief executive officer, the
President, or any committee appointed by the Board of Directors. In
addition, the President and the chief executive officer, if one is elected,
shall have the additional title of Managing Director. [Added September 7,
1989; renumbered April 7, 1993]
SECTION 4.05. VICE-PRESIDENTS. The Vice-President or Vice-Presidents,
at the request of the chief executive officer or the President, or in the
President's absence or during his inability to act, shall perform the duties
and exercise the functions of the President, and when so acting shall have
the powers of the President. If there be more than one Vice-President, the
Board of Directors, or any committee appointed by the Board of Directors may
determine which one or more of the Vice-Presidents shall perform any of such
duties or exercise any of such functions, or if such determination is not
made by the Board of Directors or such committee, the chief executive
officer, or the President may make such determination; otherwise any of the
Vice-Presidents may perform any of such duties or exercise any of such
functions. The Vice-President or Vice-Presidents shall have such other
powers and perform such other duties, and have such additional descriptive
designations in their titles (if any), as are from time to time assigned to
them by the Board of Directors, the chief executive officer, or the
President. [Renumbered and amended April 7, 1993.]
SECTION 4.06. SECRETARY. The Secretary shall keep the minutes of the
meetings of the stockholders, of the Board of Directors and of any committees
of the Board of Directors, in books provided for the purpose; he shall see
that all notices are duly given in accordance with the provisions of the By-
Laws or as required by law; he shall be custodian of the records of the
Corporation; he may witness any document on behalf of the Corporation, the
execution of which is duly authorized, see that the corporate seal is affixed
where such document is required or desired to be under its seal, and, when so
affixed, may attest the same; and, in general, he shall perform all duties
incident to the office of a secretary of a corporation, and such other duties
<PAGE> 8
as are from time to time assigned to him by the Board of Directors, the chief
executive officer, the President, or any committee appointed by the Board of
Directors. [Renumbered September 7, 1989; amended April 7, 1993.]
SECTION 4.07. TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time, be selected by
the Board of Directors; he shall render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
Corporation; and, in general, he shall perform all the duties incident to the
office of a treasurer of a corporation, and such other duties as are from
time to time assigned to him by the Board of Directors, the chief executive
officer, the President, or any committee appointed by the Board of Directors.
[Renumbered September 7, 1989; amended April 7, 1993.]
SECTION 4.08. ASSISTANT AND SUBORDINATE OFFICERS. The assistant and
subordinate officers of the Corporation are all officers below the office of
Managing Director, Vice-President, Secretary, or Treasurer. The assistant or
subordinate officers shall have such duties as are from time to time assigned
to them by the Board of Directors, the chief executive officer, the
President, any committee appointed by the Board of Directors, or any
committee appointed by a committee appointed by the Board of Directors.
[Renumbered September 7, 1989; amended effective April 7, 1993.]
SECTION 4.09. ELECTION, TENURE AND REMOVAL OF OFFICERS. The Board of
Directors shall elect the officers. The Board of Directors may from time to
time authorize any committee appointed by the Board, the president, or the
chief executive officer, to appoint vice presidents and assistant and
subordinate officers. Any committee appointed by the Board of Directors may
delegate its power to appoint assistant and subordinate officers to one or
more other committees of officers. The President serves for one year. All
other officers shall be appointed to hold their offices, respectively, during
the pleasure of the Board. The Board of Directors (or, as to any vice
president or assistant or subordinate officer, any committee appointed by the
Board of Directors, or any officer authorized by the Board) may remove an
officer at any time. The removal of an officer does not prejudice any of his
contract rights. The Board of Directors (or, as to any assistant or
subordinate officer, any committee appointed by the Board of Directors or any
committee appointed by a committee appointed by the Board of Directors or
officer authorized by the Board) may fill a vacancy which occurs in any
office for the unexpired portion of the term. [Renumbered September 7, 1989;
amended, effective April 7, 1993.]
SECTION 4.10. COMPENSATION. The Board of Directors shall have power to
fix the salaries and other compensation and remuneration, of whatever kind,
of all officers of the Corporation. It may authorize one or more committees
comprised of directors or officers to fix the salaries, compensation, and
remuneration of managing directors and the other officers of the Corporation.
Any committee appointed by the Board of Directors may fix, or authorize one
<PAGE> 9
or more other committees to fix, the salaries, compensation, and remuneration
of the vice presidents and assistant and subordinate officers. [Renumbered
September 7, 1989; amended, effective April 7, 1993.]
ARTICLE V.
STOCK
SECTION 5.01. CERTIFICATES FOR STOCK. Each stockholder is entitled to
certificates which represent and certify the shares of stock he holds in the
Corporation. Each stock certificate shall include on its face the name of
the corporation that issues it, the name of the stockholder or other person
to whom it is issued, and the class of stock and number of shares it
represents. It shall be in such form, not inconsistent with law or with the
Charter, as shall be approved by the Board of Directors or any officer or
officers designated for such purpose by resolution of the Board of Directors.
Each stock certificate shall be signed by the Chairman of the Board, the
President, or a Vice-President, and countersigned by the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each
certificate may be sealed with the actual corporate seal or a facsimile of it
or in any other form and the signatures may be either manual or facsimile
signatures. A certificate is valid and may be issued whether or not an
officer who signed it is still an officer when it is issued.
SECTION 5.02. TRANSFERS. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates of stock; and
may appoint transfer agents and registrars thereof. The duties of transfer
agent and registrar may be combined.
SECTION 5.03. RECORD DATE AND CLOSING OF TRANSFER BOOKS. The Board of
Directors may set a record date or direct that the stock transfer books be
closed for a stated period for the purpose of making any proper determination
with respect to stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted
other rights. The record date may not be more than 90 days before the date
on which the action requiring the determination will be taken; the transfer
books may not be closed for a period longer than 20 days; and, in the case of
a meeting of stockholders, the record date or the closing of the transfer
books shall be at least ten days before the date of the meeting.
SECTION 5.04. STOCK LEDGER. The Corporation shall maintain a stock
ledger which contains the name and address of each stockholder and the number
of shares of stock of each class which the stockholder holds. The stock
ledger may be in written form or in any other form which can be converted
within a reasonable time into written form for visual inspection. The
original or a duplicate of the stock ledger shall be kept at the offices of a
transfer agent for the particular class of stock, or, if none, at the
principal office in the State of Maryland or the principal executive offices
of the Corporation.
<PAGE> 10
SECTION 5.05. CERTIFICATION OF BENEFICIAL OWNERS. The Board of
Directors may adopt by resolution a procedure by which a stockholder of the
Corporation may certify in writing to the Corporation that any shares of
stock registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth
the class of stockholders who may certify; the purpose for which the
certification may be made; the form of certification and the information to
be contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or
closing of the stock transfer books within which the certification must be
received by the Corporation; and any other provisions with respect to the
procedure which the Board considers necessary or desirable. On receipt of a
certification which complies with the procedure adopted by the Board in
accordance with this Section, the person specified in the certification is,
for the purpose set forth in the certification, the holder of record of the
specified stock in place of the stockholder who makes the certification.
SECTION 5.06. LOST STOCK CERTIFICATES. The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate
in place of one which is alleged to have been lost, stolen, or destroyed, or
the Board of Directors may delegate such power to any officer or officers of
the Corporation. In their discretion, the Board of Directors or such officer
or officers may refuse to issue such new certificate save upon the order of
some court having jurisdiction in the premises.
ARTICLE VI.
FINANCE
SECTION 6.01. CHECKS, DRAFTS, ETC. All checks, drafts and orders for
the payment of money, notes and other evidences of indebtedness, issued in
the name of the Corporation, shall, unless otherwise provided by resolution
of the Board of Directors, be signed by the President, a Vice-President or an
Assistant Vice-President and countersigned by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary.
SECTION 6.02. ANNUAL STATEMENT OF AFFAIRS. The President shall prepare
annually a full and correct statement of the affairs of the Corporation, to
include a balance sheet and a financial statement of operations for the
preceding fiscal year. The statement of affairs shall be submitted at the
annual meeting of the stockholders and, within 20 days after the meeting,
placed on file at the Corporation's principal office.
SECTION 6.03. FISCAL YEAR. The fiscal year of the Corporation shall be
the twelve calendar months period ending December 31 in each year, unless
otherwise provided by the Board of Directors.
SECTION 6.04. DIVIDENDS. If declared by the Board of Directors at any
meeting thereof, the Corporation may pay dividends on its shares in cash,
property, or in shares of the capital stock of the Corporation, unless such
dividend is contrary to law or to a restriction contained in the Charter.
<PAGE> 11
ARTICLE VII.
SUNDRY PROVISIONS
SECTION 7.01. BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of
the proceedings of its stockholders and Board of Directors and of any
executive or other committee when exercising any of the powers of the Board
of Directors. The books and records of a Corporation may be in written form
or in any other form which can be converted within a reasonable time into
written form for visual inspection. Minutes shall be recorded in written
form but may be maintained in the form of a reproduction. The original or a
certified copy of the By-Laws shall be kept at the principal office of the
Corporation.
SECTION 7.02. CORPORATE SEAL. The Board of Directors shall provide a
suitable seal, bearing the name of the Corporation, which shall be in the
charge of the Secretary. The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof. If the Corporation is
required to place its corporate seal to a document, it is sufficient to meet
the requirement of any law, rule, or regulation relating to a corporate seal
to place the word "Seal" adjacent to the signature of the person authorized
to sign the document on behalf of the Corporation.
SECTION 7.03. BONDS. The Board of Directors may require any officer,
agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties, with one or more
sureties and in such amount as may be satisfactory to the Board of Directors.
SECTION 7.04. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other
corporations or associations, registered in the name of the Corporation, may
be voted by the President, a Vice-President, or a proxy appointed by either
of them. The Board of Directors, however, may by resolution appoint some
other person to vote such shares, in which case such person shall be entitled
to vote such shares upon the production of a certified copy of such
resolution.
SECTION 7.05. MAIL. Any notice or other document which is required by
these By-Laws to be mailed shall be deposited in the United States mails,
postage prepaid.
SECTION 7.06. EXECUTION OF DOCUMENTS. A person who holds more than one
office in the Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.
SECTION 7.07. AMENDMENTS. Subject to the special provisions of Section
2.02, (a) any and all provisions of these By-Laws may be altered or repealed
and new by-laws may be adopted at any annual meeting of the stockholders, or
at any special meeting called for that purpose, and (b) the Board of
Directors shall have the power, at any regular or special meeting thereof, to
<PAGE> 12
make and adopt new by-laws, or to amend, alter or repeal any of the By-Laws
of the Corporation.
EXHIBIT 15
November 13, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that our report dated October 24, 1995 (issued pursuant to the
provisions of Statement on Auditing Standards No. 71) is incorporated by
reference in the Prospectuses constituting parts of T. Rowe Price Associates,
Inc.'s Registration Statements on Form S-8 (No. 33-7012, No. 33-8672, No. 33-
37573, No. 33-72568 and No. 33-58749). We are also aware of our
responsibilities under the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited condensed consolidated financial statements of T. Rowe Price
Associates, Inc. included in Part I., Item 1. of the accompanying Form 10-Q
Quarterly Report for the period ended September 30, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000080255
<NAME> T. ROWE PRICE ASSOCIATES, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 98,688,000
<SECURITIES> 107,333,000
<RECEIVABLES> 54,268,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 49,779,000<F2>
<DEPRECIATION> 0<F3>
<TOTAL-ASSETS> 352,246,000
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 797,000
<COMMON> 5,716,000
0
0
<OTHER-SE> 255,756,000
<TOTAL-LIABILITY-AND-EQUITY> 352,246,000
<SALES> 0
<TOTAL-REVENUES> 315,861,000
<CGS> 0
<TOTAL-COSTS> 211,045,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0<F3>
<INCOME-PRETAX> 104,816,000
<INCOME-TAX> 40,002,000
<INCOME-CONTINUING> 54,764,000
<DISCONTINUED> 0
<EXTRAORDINARY> (1,049,000)
<CHANGES> 0
<NET-INCOME> 53,715,000
<EPS-PRIMARY> 1.77
<EPS-DILUTED> 0
<FN>
<F1>Not contained in registrant's unclassified balance sheet.
<F2>Represents net amount reported at interim.
<F3>Not reported at interim.
</FN>
</TABLE>
