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Previous: FNAL VARIABLE ACCOUNT, 485APOS, 1997-02-28 |
Next: WATSON PHARMACEUTICALS INC, S-4/A, 1997-02-28 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-3A-2 File No. 69-00410
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE 2 FROM THE
PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
UGI CORPORATION
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
(Name of company)
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator (EWG) or
foreign utility company in which claimant directly or indirectly holds an
interest.
UGI Corporation (the "Company" or "UGI") was incorporated as a stock
corporation under the laws of Pennsylvania on December 20, 1991. The Company's
principal office is at 460 North Gulph Road, King of Prussia, Pennsylvania
19406.
UGI is a holding company which owns directly six subsidiaries as
follows:
a. UGI Utilities, Inc. ("UGI Utilities") is a public utility
company incorporated in Pennsylvania that owns and operates (i) a natural gas
distribution utility serving 14 counties in eastern and southeastern
Pennsylvania, and (ii) an electric utility serving parts of Luzerne and Wyoming
Counties in northeastern Pennsylvania.
UGI Development Company, a Pennsylvania corporation, is a wholly owned
subsidiary of UGI Utilities.
b. AmeriGas, Inc. is a Pennsylvania corporation which conducts
a propane distribution business from over 600 district locations in 44 states
through AmeriGas Partners, L.P., a Delaware Limited Partnership (the
"Partnership"). Through its subsidiaries, AmeriGas, Inc. owns 59% of the
<PAGE> 2
Partnership. AmeriGas Propane, Inc., a Pennsylvania corporation, is a wholly
owned subsidiary of AmeriGas, Inc. and the sole general partner of the
Partnership. AmeriGas, Inc. is also the parent company of Four Flags Drilling
Company, Inc., an inactive Pennsylvania corporation.
AmeriGas Propane, Inc. is the parent company of (i) AmeriGas Technology
Group, Inc., a Pennsylvania corporation engaged in the commercialization of a
patented process for use by waste treatment facilities, (ii) Diamond
Acquisition, Inc., a Hawaiian holding company, and (iii) Petrolane Incorporated,
a Pennsylvania holding company.
Petrolane Incorporated owns a 50% interest in Atlantic Energy, Inc., a
Delaware corporation that operates a propane storage facility in Virginia.
AmeriGas Partners, L. P. is the parent company of AmeriGas Finance
Corp., a Delaware corporation that serves as co-obligor for certain debt
securities of the Partnership. AmeriGas Propane, Inc. and AmeriGas Partners hold
limited partnership interests in AmeriGas Propane, L.P., a Delaware limited
partnership.
AmeriGas Propane, L.P. is the parent company of (i) AmeriGas Propane
Parts & Service, Inc., a Pennsylvania corporation which sells appliance parts
and fittings and services propane appliances, (ii) Northwest LPG Supply Ltd., an
inactive Canadian corporation, and (iii) Petrolane Offshore Ltd., an inactive
Bermuda corporation.
c. UGI Enterprises, Inc. is a Pennsylvania corporation that
conducts a gas marketing business under the trade name of GASMARK through its
subsidiary, UGI Energy Services, Inc., a Pennsylvania corporation, and an
electric energy marketing business under the trade name POWERMARK through its
subsidiary, UGI Power Supply, Inc., also a Pennsylvania corporation. Energy
development partnerships in international markets are pursued through its wholly
owned subsidiaries, (i) UGI Black Sea Enterprises, Inc.,a Pennsylvania
corporation, (ii) UGI International (China), Inc., a Delaware corporation, and
(iii) UGI International (Romania), Inc., a Pennsylvania corporation.
d. UGI Properties, Inc. is a Pennsylvania corporation that
owns UGI's corporate headquarters building in King of Prussia, Pennsylvania.
e. Ashtola Production Company is an inactive Pennsylvania
corporation.
Ashtola Production Company is the parent company of UGI Ethanol
Development Corporation, an inactive Pennsylvania corporation, and Cryotex
Incorporated, an inactive Delaware corporation.
f. United Valley Insurance Company, a Vermont corporation,
provides auto, general, and workers' compensation liability insurance coverage
to UGI and its subsidiaries.
-2-
<PAGE> 3
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such State.
The Company does not directly own any such properties.
The Company's subsidiary that is a public utility company, UGI
Utilities, Inc., owns the following properties and related land rights used for
the generation, transmission, and distribution of electric energy for sale to
customers in communities which have granted a franchise to provide electric
energy:
a. Principal generating plants: Hunlock generating station
located near Kingston, Pennsylvania; and a 1.11% ownership interest in Conemaugh
Station, located near Johnstown, Pennsylvania.
b. Transmission lines: 2,082 miles of transmission and
distribution lines and related facilities in portions of Luzerne and Wyoming
Counties in northeastern Pennsylvania.
c. Electric distribution facilities: 29 substations,
transformers and associated distribution facilities located in the service area,
in addition to the distribution lines referred to above.
UGI Utilities provides natural gas services through
approximately 4,100 miles of gas mains, related service facilities and land
rights, for the distribution of natural gas throughout a 14 county service area
in eastern and southeastern Pennsylvania to customers in communities which have
granted a franchise to provide gas service. In addition, it owns the following
properties used for the production and distribution of natural or manufactured
gas:
Gas storage plants: peak shaving facilities in Harrisburg,
Reading and Bethlehem, Pennsylvania which produce propane air and have a design
capacity to manufacture up to 35,000 Mcf. of propane air per day and a liquefied
natural gas plant near Reading, Pennsylvania which has storage capacity of
250,000 Mcf. and is designed to add up to 25,000 Mcf. per day to the sendout
capacity.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
-3-
<PAGE> 4
a. Number of kwh. of electric energy sold (at retail or
wholesale), and Mcf. of natural or manufactured gas distributed at retail.
None by UGI
UGI Utilities 883,616,651 kwh.
Sold at Retail 39,761,300 Mcf.
Transportation 45,130,503
---------------
Total 84,891,803 Mcf.
b. Number of kwh. of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State in which each such
company is organized.
None by UGI or UGI Utilities
c. Number of kwh. of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which each such company
is organized, or at the State line.
None by UGI.
UGI Utilities - 9,016,830 Mcf.
NOTE: UGI Utilities' principal business is the
distribution of natural gas exclusively within the Commonwealth of Pennsylvania.
Incidental to its principal business, UGI Utilities may, from time to time, sell
surplus natural gas to other gas utilities or brokers on a wholesale basis. Some
of these transactions may take place outside the state.
d. Number of kwh. of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each such company is
organized or at the State line.
None by UGI
UGI Utilities, Inc. - 41,956,959 Mcf.
4. The following information for the reporting period with respect to claimant
and each interest it holds directly or indirectly in an EWG or a foreign utility
company, stating monetary amounts in United States dollars:
-4-
<PAGE> 5
a. Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas.
None by UGI or UGI Utilities
b. Name of each system company that holds an interest in such
EWG or foreign utility company; and description of the interest held.
None by UGI or UGI Utilities
c. Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption; any direct or indirect
guarantee of the security of the EWG or foreign utility company by the holding
company claiming exemption; and any debt or other financial obligation for which
there is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign utility
company.
None by UGI or UGI Utilities
d. Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
None by UGI or UGI Utilities
e. Identify any service, sales or construction contract(s)
between the EWG or foreign utility company and a system company, and describe
the services to be rendered or goods sold and fees or revenues under such
agreement(s).
None by UGI or UGI Utilities
The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 28th day of February, 1997.
UGI CORPORATION
(Name of claimant)
By: /s/ MICHAEL J. CUZZOLINA
-----------------------------
(Title)
Michael J. Cuzzolina
Vice President - Accounting
and Financial Control
-5-
<PAGE> 6
CORPORATE SEAL
Attest:
/s/ BARTON D. WHITMAN
- --------------------------
Barton D. Whitman
Corporate Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Barton D. Whitman
Corporate Secretary
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406
-6-
<PAGE> 7
EXHIBIT A
A consolidating statement of income and surplus of the claimant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of the claimant and its subsidiary companies as of the close of
such calendar year.
Attached to this Form U-3A-2 as Exhibit A.
EXHIBIT B
A Financial Data Schedule setting forth the financial data and other
that are applicable to the registrant on a consolidated basis.
Attached to this Form U-3A-2 as Exhibit B.
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system.
Not applicable.
<PAGE> 8
Exhibit A
UGI Corporation and Subsidiaries
Consolidating Balance Sheet
September 30, 1996
(Unaudited)
(Millions of dollars)
<TABLE>
<CAPTION>
Consolidated Eliminations UGI
UGI and UGI Utilities, AmeriGas,
Corp. Adjustments Corp. Inc. Inc.
------------ ------------ ----- --------- --------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 74.0 $ 0.1 $ 51.4 $ 3.1 $ 7.9
Short-term investments 23.1 - 23.1 - -
Accounts receivable 113.3 (0.3) 0.4 26.0 80.1
Accrued utility revenues 8.6 - - 8.6 -
Accounts receivable - intercompany - (1.6) - 0.3 1.3
Inventories 113.2 - - 30.0 83.0
Deferred income taxes 17.4 - 0.2 6.3 10.6
Insurance indemnification receivable 19.0 - - - 19.0
Prepaid expenses and other current assets 13.0 (0.1) 0.2 1.9 10.4
-------- ------- ------- ------- ---------
Total current assets 381.6 (1.9) 75.3 76.2 212.3
Investments in subsidiaries - (326.5) 326.5 - -
Gross property, plant and equipment 1,342.8 - 0.4 729.9 602.0
Less: accumulated depreciation and amortization 368.2 - 0.2 222.6 144.5
-------- ------- ------- ------- ---------
Net property, plant and equipment 974.6 - 0.2 507.3 457.5
Intangible assets 692.5 - - - 692.5
Regulatory income tax asset 42.9 - - 42.9 -
Other assets 53.3 (13.2) 0.8 23.5 41.2
-------- ------- ------- ------- ---------
Total assets $2,144.9 $(341.6) $ 402.8 $ 649.9 $ 1,403.5
======== ======= ======= ======= =========
</TABLE>
<TABLE>
<CAPTION>
United
UGI Valley Ashtola UGI
Properties, Insurance Production Enterprises,
Inc. Company Company Inc.
---------- --------- ---------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ - $ 6.3 $ 0.1 $ 5.1
Short-term investments - - - -
Accounts receivable - - - 7.1
Accrued utility revenues - - - -
Accounts receivable - intercompany - - - -
Inventories - - - 0.2
Deferred income taxes - 0.3 - -
Insurance indemnification receivable - - - -
Prepaid expenses and other current assets 0.1 0.4 - 0.1
----- ----- ----- ------
Total current assets 0.1 7.0 0.1 12.5
Investments in subsidiaries - - - -
Gross property, plant and equipment 10.3 - - 0.2
Less: accumulated depreciation and amortization 0.9 - - -
----- ----- ----- ------
Net property, plant and equipment 9.4 - - 0.2
Intangible assets - - - -
Regulatory income tax asset - - - -
Other assets 0.2 - - 0.8
----- ----- ----- ------
Total assets $ 9.7 $ 7.0 $ 0.1 $ 13.5
===== ===== ===== ======
</TABLE>
<PAGE> 9
UGI Corporation and Subsidiaries
Consolidating Balance Sheet
September 30, 1996
(Unaudited)
(Millions of dollars)
<TABLE>
<CAPTION>
Consolidated Eliminations UGI
UGI and UGI Utilities,
Corp. Adjustments Corp. Inc.
------------ ------------ ----- ---------
<S> <C> <C> <C> <C>
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt $ 31.1 $ - $ - $ 25.5
Bank loans 65.5 - - 50.5
Accounts payable 94.7 0.8 0.2 39.5
Accounts payable - intercompany - (12.5) 12.0 -
Employee compensation and benefits accrued 32.4 - 0.9 8.2
Dividends and interest accrued 44.8 (0.2) 11.8 5.0
Income taxes accrued 14.4 - (1.1) 5.3
Insured property and casualty liability 19.0 - - -
Refunds and deposits 17.7 - - 4.0
Other accrued liabilities 49.6 (0.7) 0.1 18.9
--------- -------- ------- -------
Total current liabilities 369.2 (12.6) 23.9 156.9
Long-term debt 845.2 - - 149.3
Long-term debt - intercompany - (1.8) - 1.8
Deferred income taxes 148.6 (0.8) 0.2 95.5
Deferred investment tax credits 10.8 - - 10.8
Other noncurrent liabilities 73.9 0.1 1.1 11.0
Minority interest in AmeriGas Partners 284.4 - - -
UGI Utilities Series Preferred Stock Subject to
Mandatory Redemption 35.2 - - 35.2
Common stockholders' equity:
Common Stock 391.9 (60.4) 391.9 60.3
Additional paid-in-capital - (307.2) - 68.0
Retained earnings (accumulated deficit) (12.8) 41.1 (12.8) 61.1
--------- -------- ------- -------
379.1 (326.5) 379.1 189.4
Less: treasury stock, at cost 1.5 - 1.5 -
--------- -------- ------- -------
Total common stockholders' equity 377.6 (326.5) 377.6 189.4
--------- -------- ------- -------
Total liabilities and stockholders' equity $ 2,144.9 $ (341.6) $ 402.8 $ 649.9
========= ======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
United
UGI Valley Ashtola UGI
AmeriGas, Properties, Insurance Production Enterprises,
Inc. Inc. Company Company Inc.
-------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt $ 5.2 $ 0.4 $ - $ - $ -
Bank loans 15.0 - - - -
Accounts payable 47.1 - - - 7.1
Accounts payable - intercompany 0.1 - - - 0.4
Employee compensation and benefits accrued 23.0 - - - 0.3
Dividends and interest accrued 28.1 - 0.1 - -
Income taxes accrued 10.0 - (0.1) 0.4 (0.1)
Insured property and casualty liability 19.0 - - - -
Refunds and deposits 13.5 - - - 0.2
Other accrued liabilities 25.6 - 5.0 - 0.7
--------- ----- ----- ------- ------
Total current liabilities 186.6 0.4 5.0 0.4 8.6
Long-term debt 687.3 8.6 - - -
Long-term debt - intercompany - - - - -
Deferred income taxes 53.9 - - (0.1) (0.1)
Deferred investment tax credits - - - - -
Other noncurrent liabilities 61.3 - - 0.4 -
Minority interest in AmeriGas Partners 284.4 - - - -
UGI Utilities Series Preferred Stock Subject to
Mandatory Redemption - - - - -
Common stockholders' equity:
Common Stock - - 0.1 - -
Additional paid-in-capital 225.7 0.7 0.4 9.9 2.5
Retained earnings (accumulated deficit) (95.7) - 1.5 (10.5) 2.5
--------- ----- ----- ------- ------
130.0 0.7 2.0 (0.6) 5.0
Less: treasury stock, at cost - - - - -
--------- ----- ----- ------- ------
Total common stockholders' equity 130.0 0.7 2.0 (0.6) 5.0
--------- ----- ----- ------- ------
Total liabilities and stockholders' equity $ 1,403.5 $ 9.7 $ 7.0 $ 0.1 $ 13.5
========= ===== ===== ======= ======
</TABLE>
<PAGE> 10
UGI Corporation and Subsidiaries
Consolidating Statement of Income
For the Year Ended September 30, 1996
(Unaudited)
(Millions of dollars)
<TABLE>
<CAPTION>
Consolidated Eliminations UGI
UGI and UGI Utilities, AmeriGas,
Corp. Adjustments Corp. Inc. Inc.
------------ ------------ ----- --------- --------
<S> <C> <C> <C> <C> <C>
Revenues:
Propane $1,013.2 $ - $ - $ - $1,013.2
Utilities 460.5 - - 460.5 -
Energy marketing 83.9 (3.6) - - -
-------- ------ -------- ------- --------
1,557.6 (3.6) - 460.5 1,013.2
Costs and expenses:
Propane cost of sales 569.7 - - - 569.7
Utilities - gas, fuel and purchased power 239.7 - - 239.7 -
Energy marketing cost of sales 77.7 - - - -
Operating and administrative expenses 437.5 (15.3) 10.1 123.3 315.3
Depreciation and amortization 86.0 - - 21.6 64.1
Miscellaneous (income), net (12.7) 11.7 (13.4) (1.9) (9.1)
-------- ------ -------- ------- --------
1,397.9 (3.6) (3.3) 382.7 940.0
-------- ------ -------- ------- --------
Operating income 159.7 - 3.3 77.8 73.2
Interest charges (79.5) - 0.1 (16.1) (62.8)
Minority interest in AmeriGas Partners (4.3) - - - (4.3)
-------- ------ -------- ------- --------
Income before income taxes and subsidiary
preferred stock dividends 75.9 - 3.4 61.7 6.1
Income taxes (33.6) - (1.4) (23.3) (6.9)
Dividends on UGI Utilities Series Preferred Stock (2.8) (2.8) - - -
Equity in income of subsidiaries - (37.5) 37.5 - -
-------- ------ -------- ------- --------
Net income (loss) $ 39.5 (40.3) 39.5 38.4 (0.8)
========
Dividends on preferred stock 2.8 - (2.8) -
------ -------- ------- --------
Net income after dividends on preferred stock $(37.5) $ 39.5 $ 35.6 $ (0.8)
====== ======== ======= ========
</TABLE>
<TABLE>
<CAPTION>
United
UGI Valley Ashtola UGI
Properties, Insurance Production Enterprises,
Inc. Company Company Inc.
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Revenues:
Propane $ - $ - $ - $ -
Utilities - - - -
Energy marketing 1.7 1.9 - 83.9
----- ------ --- ------
1.7 1.9 - 83.9
Costs and expenses:
Propane cost of sales - - - -
Utilities - gas, fuel and purchased power - - - -
Energy marketing cost of sales - - - 77.7
Operating and administrative expenses 0.7 1.5 - 1.9
Depreciation and amortization 0.2 - - 0.1
Miscellaneous (income), net - (0.3) - 0.3
----- ------ --- ------
0.9 1.2 - 80.0
----- ------ --- ------
Operating income 0.8 0.7 - 3.9
Interest charges (0.7) - - -
Minority interest in AmeriGas Partners - - - -
----- ------ --- ------
Income before income taxes and subsidiary
preferred stock dividends 0.1 0.7 - 3.9
Income taxes - (0.3) - (1.7)
Dividends on UGI Utilities Series Preferred Stock - - - -
Equity in income of subsidiaries - - - -
----- ------ --- ------
Net income (loss) 0.1 0.4 - 2.2
Dividends on preferred stock - - - -
----- ------ --- ------
Net income after dividends on preferred stock $ 0.1 $ 0.4 $ - $ 2.2
===== ====== === ======
</TABLE>
<PAGE> 11
UGI Corporation and Subsidiaries
Consolidating Statement of Retained Earnings (Accumulated Deficit)
For the Year Ended September 30, 1996
(Unaudited)
(Millions of dollars)
<TABLE>
<CAPTION>
Consolidated Eliminations UGI
UGI and UGI Utilities,
Corp. Adjustments Corp. Inc.
----- ----------- ----- ----
<S> <C> <C> <C> <C>
Balance at September 30, 1995 $ (5.5) $(16.8) $ (5.5) $ 58.5
Net income (loss) 39.5 (40.3) 39.5 38.4
Dividends on Common Stock (46.7) 95.5 (46.7) (32.9)
Common Stock issued (0.1) - (0.1) -
Dividends on UGI Utilities Series Preferred Stock - 2.8 - (2.8)
Other - (0.1) - (0.1)
------- ------ ------- -------
Balance at September 30, 1996 $ (12.8) $ 41.1 $ (12.8) $ 61.1
======= ====== ======= =======
</TABLE>
<TABLE>
<CAPTION>
United
UGI Valley Ashtola UGI
AmeriGas, Properties, Insurance Production Enterprises,
Inc. Inc. Company Company Inc.
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1995 $ (32.9) $ - $ 1.2 $(10.2) $ 0.2
Net income (loss) (0.8) 0.1 0.4 - 2.2
Dividends on Common Stock (62.0) (0.1) (0.2) (0.3) -
Common Stock issued - - - - -
Dividends on UGI Utilities Series Preferred Stock - - - - -
Other - - 0.1 - 0.1
------- --- ----- ------ -----
Balance at September 30, 1996 $ (95.7) $ - $ 1.5 $(10.5) $ 2.5
======= === ===== ====== =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT OF UGI CORPORATION AND
SUBSIDIARIES AS OF AND FOR THE YEAR ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN UGI
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 74,000
<SECURITIES> 23,100
<RECEIVABLES> 132,500
<ALLOWANCES> 10,600
<INVENTORY> 113,200
<CURRENT-ASSETS> 381,600
<PP&E> 1,342,800
<DEPRECIATION> 368,200
<TOTAL-ASSETS> 2,144,900
<CURRENT-LIABILITIES> 369,200
<BONDS> 845,200
35,200
0
<COMMON> 391,900
<OTHER-SE> (14,300)
<TOTAL-LIABILITY-AND-EQUITY> 2,144,900
<SALES> 1,557,600
<TOTAL-REVENUES> 1,557,600
<CGS> 887,100
<TOTAL-COSTS> 887,100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 79,500
<INCOME-PRETAX> 75,900
<INCOME-TAX> 33,600
<INCOME-CONTINUING> 39,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,500
<EPS-PRIMARY> 1.19
<EPS-DILUTED> 1.19
</TABLE>
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