SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to__________
Commission file number 0-17955
SEARS DC CORP.
(Exact name of registrant as specified in its charter)
Delaware 36-3533346
(State of Incorporation) (I.R.S. Employer Identification No.)
3711 Kennett Pike, Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 302/888-3114
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
par value $1.00 per share
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 .
Disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. X
As of February 28, 1995, the Registrant had 1,000 shares of
capital stock outstanding, all of which was held by Sears,
Roebuck and Co.
Registrant meets the conditions set forth in General Instruction (J)
(1)(a) and (b) of Form 10-K and is therefore filing this report
with a reduced disclosure format.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
None
<PAGE>
Page 2
PART I
Item 1. Business.
Sears DC Corp. ("SDC"), a wholly-owned subsidiary of Sears,
Roebuck and Co. ("Sears") organized under the laws of Delaware in January
1987, was formed to borrow in domestic and foreign debt markets and
lend the proceeds of such borrowings to direct and indirect subsidiaries
of Sears ("SDC borrowers") in exchange for unsecured notes. SDC raised
funds through the sale of its medium-term notes and direct placement of
commercial paper with corporate and institutional investors. Commercial
paper was sold by Sears Roebuck Acceptance Corp., an affiliate of SDC, as
agent, with expenses, but no fees, being paid by SDC.
Historically, the proceeds of SDC's borrowings were loaned to
Sears Consumer Financial Corporation of Delaware ("SCFCD"), a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWDC"), to finance the accounts
receivable generated by the Discover Card and consumer installment notes
receivable. However, as a result of the strategic repositioning of Sears in
1993, the business of SDC changed significantly. In the last quarter of
1992, SDC stopped selling medium-term notes. On March 1, 1993, DWDC, until
then a wholly-owned subsidiary of Sears, completed the sale of 19.9% of its
outstanding capital stock through a primary initial public offering. Also
in March 1993, SDC discontinued issuing commercial paper, and was repaid
by SCFCD the amounts outstanding and owing to SDC. In June of 1993, Sears
spun-off its 80.1% ownership interest in DWDC to Sears shareholders.
On March 9, 1993, SDC entered into a loan agreement with Sears for
the investment of funds received upon the prepayment of the notes of SCFCD.
The interest rate paid to SDC by Sears under this agreement is designed to
produce earnings sufficient to cover SDC's fixed charges (principally interest
on SDC's indebtedness) at least 1.005 times (reduced from the previous amount
of 1.25 times in March 1994, since SDC is no longer actively involved in new
financing). Required payments of principal and interest to SDC under the
Sears borrowing agreement will be sufficient to allow SDC to make timely
payments of principal and interest to the holders of its securities.
The Net Worth Maintenance Agreement between Sears and SDC is still
in effect for the benefit of holders of debt securities issued by SDC. This
agreement provides for Sears to maintain ownership of and positive
stockholder's equity in SDC.
At February 28, 1995, SDC had no employees on its payroll and its
officers and directors consisted of employees of affiliated companies. Its
offices are located at 3711 Kennett Pike, Greenville, Delaware 19807.
Item 2. Properties.
None.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
<PAGE>
Page 3
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.
There is no established public trading market for SDC's common
stock. As of February 28, 1995, Sears owned all outstanding shares of SDC's
common stock. The Board of Directors of SDC declared a $167.4 million
dividend on December 20, 1993 to Sears, payable on December 30, 1993. The
Board also approved payment to Sears on December 30, 1993 of $319.1 million
out of Capital in Excess of Par Value; such payment is characterized as a
dividend under the Delaware General Corporation Law. Payment was effected
by reducing SDC's investment in the notes of Sears by $486.5 million.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Financial Condition
On March 15, 1993, SDC received funds from DWDC's initial public
offering, and a concurrent debt issuance, through SCFCD in amounts sufficient
to repay the balances on the notes of SCFCD. SDC used these funds to repay
short-term borrowings and current maturities of medium-term notes. SDC
invested the remainder of these funds in the promissory notes of Sears,
which pay interest sufficient to cover SDC's fixed charges 1.005 times,
and in highly liquid short-term investments. As of December 31, 1994, the
remaining proceeds of $1.6 billion were fully invested in the notes of Sears.
SDC intends to use these funds to repay the maturities of its medium-term
notes.
In March 1993, SDC discontinued issuing commercial paper. The last
of SDC's commercial paper matured in October 1993. SDC had discontinued the
sale of medium-term notes in the last quarter of 1992. The $1.5 billion in
outstanding medium-term notes as of December 31, 1994 are not redeemable
prior to their stated maturity except for notes having a stated maturity
at the time of issue of more than seven years which may be redeemed under
certain circumstances in the event of declining Discover Card receivables.
The financial information appearing in this annual report on
Form 10-K is presented in historical dollars which do not reflect the
decline in purchasing power that results from inflation. As is the case
for most financial companies, substantially all of SDC's assets and
liabilities are monetary in nature. Interest rates on SDC's investment
in Sears notes are set to provide for a ratio of earnings to fixed charges
of at least 1.005. This maintenance mechanism insulates SDC from bearing
the effects of inflation-based interest rate increases.
<PAGE>
Page 4
Results of Operations
Due to the significant reduction in SDC's outstanding debt, interest
and related expenses decreased 28.0% to $137.3 million in 1994 from $190.6
million in 1993. The Company's net income decreased significantly in 1994
from 1993 due to the reduction in the interest rate on Sears notes to
produce earnings sufficient to cover SDC's fixed charges (principally
interest on SDC's indebtedness) to at least 1.005 times from the 1993 amount
of 1.25 times. Earnings covered fixed charges 1.005 times in 1994 and
1.32 times in 1993.
Item 8. Financial Statements and Supplementary Data.
SEARS DC CORP.
STATEMENTS OF INCOME
Year Ended December 31,
millions 1994 1993 1992
------- ------- -------
Revenues
Earnings on notes of Sears $138.3 $196.9 $ -
Earnings on notes of SCFCD - 52.6 289.4
Earnings on invested cash - 2.7 8.8
------- ------- -------
Total revenues 138.3 252.2 298.2
Expenses
Interest and related expense 137.3 190.6 236.6
Operating expenses 0.3 1.5 1.9
------- ------- -------
Total expenses 137.6 192.1 238.5
------- ------- -------
Income before income taxes 0.7 60.1 59.7
Income taxes 0.2 21.0 20.3
------- ------- -------
Net Income $ 0.5 $39.1 $39.4
======= ======= =======
Ratio of earnings to fixed charges 1.005 1.32 1.25
See notes to financial statements.
<PAGE>
Page 5
SEARS DC CORP.
STATEMENTS OF FINANCIAL POSITION
December 31,
millions 1994 1993
------- -------
Assets
Notes of Sears $1,552.6 $2,194.4
Cash and invested cash 0.1 0.1
Accrued interest and other assets 3.6 5.6
-------- --------
Total assets $1,556.3 $2,200.1
======== ========
Liabilities
Medium-term notes $1,521.4 $2,147.8
Accrued interest and other liabilities 30.6 48.5
-------- --------
Total liabilities 1,552.0 2,196.3
-------- --------
Stockholder's Equity
Capital stock, par value $1.00 per share
1,000 shares authorized,issued and outstanding - -
Retained income 4.3 3.8
-------- --------
Total stockholder's equity 4.3 3.8
-------- --------
Total liabilities and stockholder's equity $1,556.3 $2,200.1
======== ========
See notes to financial statements.
<PAGE>
Page 6
SEARS DC CORP.
STATEMENTS OF SHAREHOLDER'S EQUITY
Year Ended December 31,
millions 1994 1993 1992
-------- -------- --------
Capital stock $ - $ - $ -
-------- -------- --------
Capital in excess of par value
Beginning of year - 319.1 319.1
Return of capital paid to Sears - (319.1) -
-------- -------- --------
End of year - - 319.1
-------- -------- --------
Retained income
Beginning of year 3.8 132.1 92.7
Net income 0.5 39.1 39.4
Dividend paid to Sears - (167.4) -
-------- -------- --------
End of year 4.3 3.8 132.1
-------- -------- --------
Total shareholder's equity $ 4.3 $ 3.8 $451.2
======== ======== ========
See notes to financial statements.
<PAGE>
Page 7
STATEMENTS OF CASH FLOWS
Year Ended December 31,
millions 1994 1993 1992
------- ------- -------
Cash Flows From Operating Activities
Net income $ 0.5 $ 39.1 $ 39.4
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities
Net change in accrued interest and
other assets and accrued interest and
other liabilities (15.9) 31.7 (0.7)
------- ------- -------
Net cash provided by (used in)
operating activities (15.4) 70.8 38.7
Cash Flows From Investing Activities
Decrease(increase) in notes of SCFCD - 4,622.4 (914.9)
Decrease(increase) in notes of Sears 641.8 (2,680.9) -
-------- -------- ---------
Net cash provided by (used in) investing
activities 641.8 1,941.5 (914.9)
Cash Flows From Financing Activities
Decrease in commercial paper,
primarily 90 days or less - (1,840.0) (225.5)
Proceeds from medium-term notes - - 1,501.0
Repayments of medium-term notes (626.4) (257.6) (405.4)
--------- --------- --------
Net cash provided by (used in)
financing activities (626.4) (2,097.6) 870.1
--------- --------- --------
Net decrease in cash and invested cash - (85.3) (6.1)
Cash and invested cash, beginning of year 0.1 85.4 91.5
--------- --------- ---------
Cash and invested cash, end of year $ 0.1 $ 0.1 $ 85.4
--------- --------- ---------
Supplemental Disclosure of Cash Flow Information
Cash paid during the year
Interest $141.9 $181.7 $230.5
Income taxes 11.8 32.1 13.1
See notes to financial statements.
<PAGE>
Page 8
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Sears DC Corp. ("SDC"), a wholly-owned subsidiary of Sears, Roebuck and Co.
("Sears"), was principally engaged in the borrowing in domestic and foreign
debt markets and lending the proceeds of such borrowings to certain
direct and indirect subsidiaries of Sears in exchange for their unsecured
notes. Effective May 26, 1993, the company's name was changed to
Sears DC Corp. from Discover Credit Corp.
Historically, the proceeds of SDC's borrowings were loaned to Sears Consumer
Financial Corporation of Delaware ("SCFCD"), a wholly-owned subsidiary of
Dean Witter, Discover & Co. ("DWDC"), to finance the accounts receivable
generated by the Discover Card and consumer installment notes receivable.
However, as a result of the strategic repositioning of Sears, the business of
SDC changed significantly. In the last quarter of 1992, SDC stopped selling
medium-term notes. On March 1, 1993, DWDC, until then a wholly-owned
subsidiary of Sears, completed the sale of 19.9% of its outstanding capital
stock through a primary initial public offering. Sears spun-off its 80.1%
ownership interest in DWDC to Sears shareholders in June 1993. Also in March
1993, SDC discontinued issuing commercial paper, and was repaid by SCFCD the
amounts outstanding and owing to SDC.
On March 9, 1993, SDC entered into a loan agreement with Sears for the
investment of funds received upon the prepayment of the notes of SCFCD. The
interest rate paid to SDC by Sears under this agreement was designed to
produce earnings sufficient to cover SDC's fixed charges (principally interest
on SDC's indebtedness) at least 1.25 times. On March 22, 1994, the agreement
was amended to reduce the fixed charge coverage to 1.005. Required payments
of principal and interest to SDC under the Sears borrowing agreement will
be sufficient to allow SDC to make timely payments of principal and interest
to the holders of its securities.
Cash and invested cash is defined to include all highly liquid investments
with maturities of three months or less. The return of capital and dividend
totalling $486.5 million paid to Sears in 1993 were effected through a
non-cash transaction as a reduction in SDC's investment in Sears Notes.
The results of operations of SDC are included in the consolidated federal
income tax return of Sears. Tax liabilities and benefits are allocated
as generated by SDC, whether or not such benefits would be currently available
on a separate return basis. Taxes are provided based on the statutory
federal income tax rate.
2. BORROWINGS
The medium-term notes are not redeemable except for notes having a stated
maturity at the time of issue of more than seven years which may be redeemed
under certain circumstances in the event of declining Discover Card
receivables. The fair market value of medium-term notes approximated $1,533.8
million and $2,297.5 million at December 31, 1994 and 1993, respectively,
based on discounted cash flows using interest rates of comparable borrowings.
Selected details of SDC's borrowings are shown below. Weighted average
interest rates are based on the actual number of days in the year and
borrowings net of unamortized discount.
December 31,
millions 1994 1993
-------- --------
3.24% to 9.26% medium-term notes due 1994-2012 $1,521.4 $2,147.8
======== ========
<PAGE>
Page 9
1993
--------------------
Maximum
millions Average (month-end)
--------------------
Commercial paper outstanding $ 546.8 $1,781.8
Average Year-end
--------------------
Weighted Interest Rates 4.02% -
At December 31, 1994, medium-term note maturities for the next five years were
as follows:
1995 $292.7
1996 449.8
1997 335.1
1998 111.3
1999 119.5
<PAGE>
Page 10
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners
and Management.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as a part of this report:
1. An "Index to Financial Statements" has been filed as a part of
this report on page S-1 hereof.
2. No financial statement schedules are included herein because
they are not required or because the information is contained in the financial
statements and notes thereto, as noted in the "Index to Financial Statements"
filed as part of this report.
3. An "Exhibit Index" has been filed as part of this report
beginning on page E-1 hereof.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed by the Registrant
during the 4th Quarter of 1994.
<PAGE>
Page 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SEARS DC CORP.
(Registrant)
By Paul D. Melancon*
Vice President and Controller
March 28, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
Alice M. Peterson* Director, President and )
Chief Executive Officer )
(Principal Executive )
Officer) )
)
)
Paul D. Melancon* Vice President and Controller )March 28, 1995
(Principal Accounting )
Officer) )
)
)
Larry R. Raymond* Vice President and Treasurer )
(Principal Financial Officer))
)
James A. Blanda* Director )
)
)
James D. Constantine* Director )
)
*By /s/ PAUL D. MELANCON Individually and as Attorney-in-Fact
Paul D. Melancon
<PAGE>
SEARS DC CORP.
INDEX TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
PAGE
STATEMENTS OF INCOME 4
STATEMENTS OF FINANCIAL POSITION 5
STATEMENTS OF STOCKHOLDER'S EQUITY 6
STATEMENTS OF CASH FLOWS 7
NOTES TO FINANCIAL STATEMENTS 8-9
REPORT OF INDEPENDENT CERTIFIED S-2
PUBLIC ACCOUNTANTS
S-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholder and Board of Directors
Greenville, DE
We have audited the accompanying Statements of Financial Position of Sears DC
Corp. (formerly Discover Credit Corp.) (a wholly-owned subsidiary of Sears,
Roebuck and Co.) as of December 31, 1994 and 1993, and the related Statements
of Income, Stockholder's Equity and Cash Flows for each of the three years in
the period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Sears DC Corp. as of December 31, 1994 and
1993, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.
Deliotte & Touche LLP
Chicago, Illinois
February 24, 1995
S-2
<PAGE>
EXHIBIT INDEX
3(a) Certificate of Incorporation of Discover Credit Corp. dated January 9,
1987 [Incorporated by reference to Exhibit 3(a) to Form 10 of the
Registrant (Form 10)*]
3(b) Amendment to Certificate of Incorporation of Discover Credit Corp. dated
April 9, 1987 [Incorporated by reference to Exhibit 3(b) to Form 10*]
3(c) By-laws of Discover Credit Corp., as amended to May 22, 1992
[Incorporated by reference to Exhibit 3(c) to Annual Report on Form 10-K
of the Registrant for the year ended December 31, 1992*]
4(a) Net Worth Maintenance Agreement between Discover Credit Corp. and Sears,
Roebuck and Co., dated as of November 13, 1987 [Incorporated by
reference to Exhibit 4 to Form 10*]
4(b) $1,850,000,000 Credit Agreement dated as of June 23, 1992, among
Discover Credit Corp., the Banks Listed therein, The Lead Managers
Referred to therein, The Co-Agents Referred to therein, and Chemical
Bank, as Agent [Incorporated by reference to Exhibit 4(b) to Quarterly
Report of the Registrant on Form 10-Q for the quarter ended June 30,
1992*]
4(c) Forms of fixed rate Medium-Term Note and floating rate Medium-Term Note
[Incorporated by reference to Exhibits 4.1 and 4.2 to Current Report on
Form 8-K of the Registrant dated February 9, 1990*]
4(d) Indenture, dated as of June 1, 1991 between Discover Credit Corp. and
Bank of Delaware as Trustee [Incorporated by reference to Exhibit 4 to
Registration Statement No. 33-40056]
4(e) Forms of fixed rate Medium-Term Note Series II and floating rate Medium-
Term Note Series II [Incorporated by reference to Exhibits 4.2 and 4.3
to Current Report on Form 8-K of the Registrant dated June 20, 1991*]
4(f) Indenture, dated as of February 15, 1992, between Discover Credit Corp.
and Harris Trust Company of New York [Incorporated by reference to
Exhibit 4.1 to Current Report on Form 8-K of the Registrant dated
February 28, 1992*]
4(g) Forms of fixed rate Medium Term Note Series III and floating rate Medium
Term Note Series III [Incorporated by reference to Exhibits 4.2 and 4.3
to Current Report on Form 8-K of the Registrant dated February 28,
1992*]
4(h) The Registrant hereby agrees to furnish the Commission, upon request,
with each instrument defining the rights of holders of long-term debt of
the Registrant with respect to which the total amount of securities
authorized does not exceed 10% of the total assets of the Registrant.
_________________________________________
* SEC File No. 0-17955
E-1
<PAGE>
10(a) Letter Agreement dated March 9, 1993 between Sears, Roebuck and Co. and
Discover Credit Corp. [Incorporated by reference to Exhibit 10(g) to
Annual Report on Form 10-K of the Registrant for the year ended December
31, 1992*]
10(b) Amendment dated March 22, 1994 to letter Agreement dated March 9, 1993
between Sears, Roebuck and Co. and Discover Credit Corp.**
12 Calculation of ratio of earnings to fixed charges**
23 Consent of Deloitte & Touche LLP**
24 Power of attorney**
28(a) Current Report on Form 8-K of Sears, Roebuck and Co., for January 17,
1995 [Incorporated by reference, File No. 1-416]
28(b) Current Report on Form 8-K of Sears, Roebuck and Co., for February 7,
1995 [Incorporated by reference, File No. 1-416]
28(c) Annual Report on Form 10-K of Sears, Roebuck and Co. for the year ended
December 31, 1994 [Incorporated by reference, File No. 1-416]
______________________________
* SEC File No. 0-17955
** Filed herewith
<PAGE>
Exhibit 12
SEARS DC CORP.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
millions
Year Ended December 31
1994 1993 1992
NET INCOME $ 0.5 $ 39.1 $ 39.4
INCOME TAXES 0.2 21.0 20.3
FIXED CHARGES, INTEREST
AND RELATED CHARGES 137.3 190.6 236.6
(i) EARNINGS AVAILABLE FOR
FIXED CHARGES 138.1 250.7 296.3
(ii) FIXED CHARGES 137.3 190.6 236.6
RATIO OF EARNINGS TO
FIXED CHARGES (i/ii) 1.005 1.32 1.25
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement No.
33-44671 of Sears DC Corp. (formerly Discover Credit Corp.) of our report
dated February 24, 1995 appearing in this Annual Report on Form 10-K of Sears
DC Corp. for the year ended December 31, 1994.
Deloitte & Touche LLP
Chicago, Illinois
March 28, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
being a director or officer, or both, of SEARS DC CORP., a Delaware
corporation (the "Corporation"), does hereby constitute and appoint
JAMES A. BLANDA, ALICE M. PETERSON, LARRY R. RAYMOND, PAUL D. MELANCON,
RICHARD F. KOTZ and KEITH E. TROST, with full power to each of them to
act alone as the true and lawful attorneys and agents of the undersigned,
with full power of substitution and resubstitution to each of said attorneys,
to execute, file and deliver any and all instruments and to do any and
all acts and things which said attorneys and agents, or any of them, deem
advisable to enable the Corporation to comply with the Securities Exchange
Act of 1934, as amended, and any requirements of the Securities and
Exchange Commission in respect thereto, relating to annual reports on
Form 10-K, including specifically, but without limitation of the general
authority hereby granted, the power and authority to sign his name in the
name and on behalf of the Corporation or as a director or officer, or both,
of the Corporation, as indicated below opposite his signature, to annual
reports on Form 10-K or any amendment or papers supplemental thereto; and
each of the undersigned does hereby fully ratify and confirm all that
said attorneys and agents, or any of them, or the substitute of any of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents, as of this 28th day of March, 1995.
NAME TITLE
/S/ ALICE M. PETERSON Director, President and
Alice M. Peterson Chief Executive Officer
(Principal Executive
Officer)
/S/ LARRY R. RAYMOND Vice President and Treasurer
Larry R. Raymond (Principal Financial Officer)
/S/ PAUL D. MELANCON Vice President and Controller
Paul D. Melancon (Principal Accounting Officer)
/S/ JAMES A. BLANDA Director
James A. Blanda
/S/ JAMES D. CONSTANTINE Director
James D. Constantine
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENTS OF FINANCIAL POSITION, INCOME AND CASH FLOWS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 0
<SECURITIES> 0<F1>
<RECEIVABLES> 1553
<ALLOWANCES> 0<F1>
<INVENTORY> 0<F1>
<CURRENT-ASSETS> 0<F1>
<PP&E> 0<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 1556
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 1521
<COMMON> 0<F1>
0<F1>
0<F1>
<OTHER-SE> 4
<TOTAL-LIABILITY-AND-EQUITY> 1556
<SALES> 0<F1>
<TOTAL-REVENUES> 138
<CGS> 0<F1>
<TOTAL-COSTS> 0<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 137
<INCOME-PRETAX> 1
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0<F1>
<EXTRAORDINARY> 0<F1>
<CHANGES> 0<F1>
<NET-INCOME> 1
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>Not applicable
</FN>
</TABLE>
