<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
___
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
_________________________________
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 0-873
__________________________________________
PACIFIC TELECOM, INC.
________________________________________________________________
(Exact name of registrant as specified in its charter)
Washington 91-0644974
________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
805 Broadway, P.O. Box 9901, Vancouver, Washington 98668 - 8701
________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (360)905-5800
______________
No Change
________________________________________________________________
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
___ ____
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Common Stock, no par value 100 shares
______________________________________________________________
(Title of Class) (Outstanding at August 1, 1997)
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
H (1) (A) AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>
PACIFIC TELECOM, INC.
INDEX
_____
PART I FINANCIAL INFORMATION: PAGE NO.
_____________________ ________
Item 1 - Financial Statements:
Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 3
Consolidated Statements of Income -
Three and six months ended June 30,
1997 and 1996 4
Consolidated Statements of Cash Flows -
Six months ended June 30, 1997 and 1996 5
Condensed Notes to Consolidated
Financial Statements 6 - 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8 - 10
PART II OTHER INFORMATION:
_________________
Item 1 - Legal Proceedings 10
Item 5 - Other Information 10
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 11
-2-
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. - Financial Statements
PACIFIC TELECOM, INC.
Consolidated Balance Sheets
(Unaudited)
ASSETS
______
June 30, December 31,
1997 1996
________ ___________
(In thousands)
Current assets:
Cash and temporary cash investments $ 9,762 $ 9,421
Accounts receivable 105,816 97,705
Accounts and notes receivable - affiliates (Note 2) 22,538 62,345
Material and supplies (at average cost) 10,411 8,676
Inventory - North Pacific Cable 49,420 53,883
Other 9,349 6,428
_________ _________
Total current assets 207,296 238,458
Investments 123,562 131,621
Plant in service:
Telecommunications 1,675,477 1,631,443
Other 23,167 22,444
Less accumulated depreciation 764,288 721,462
_________ _________
934,356 932,425
Construction work in progress 11,927 16,140
_________ _________
Net plant 946,283 948,565
Intangible assets - net 359,530 365,451
Deferred charges 25,710 17,713
_________ _________
Total assets $1,662,381 $1,701,808
_________ _________
_________ _________
LIABILITIES AND SHAREHOLDER'S EQUITY
____________________________________
Current liabilities:
Currently maturing long-term debt $ 38,736 $ 15,813
Notes payable - 18,000
Accounts payable 48,470 48,138
Accrued liabilities 54,591 52,788
Dissenters' rights (Note 2) 15,043 27,930
Accrued access and unearned revenue 5,945 7,216
_________ _________
Total current liabilities 162,785 169,885
Long-term debt 477,113 527,906
Deferred income taxes (Note 4) 157,736 152,116
Unamortized investment tax credits 4,498 5,203
Other long-term liabilities 53,716 51,607
Minority interest 18,287 17,216
Shareholder's equity:
Common stock - -
Additional paid-in capital 225,943 225,943
Retained earnings (Note 3) 562,303 551,932
_________ _________
Total shareholder's equity 788,246 777,875
_________ _________
Total liabilities and shareholder's equity $1,662,381 $1,701,808
_________ _________
_________ _________
[FN]
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
<TABLE>
PACIFIC TELECOM, INC.
Consolidated Statements of Income
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
___________________ _________________
1997 1996 1997 1996
_______ _______ _______ _______
(In thousands)
<S> <C> <C> <C> <C>
Operating revenues:
Local network service $ 37,615 $ 33,801 $ 73,174 $ 66,440
Network access service 65,876 62,657 129,498 126,128
Long distance network service 406 339 805 762
Sales of cable capacity - 2,174 112 2,249
Cellular 12,801 10,609 23,020 19,377
Other 17,471 17,721 35,547 34,628
_______ _______ _______ _______
Total operating revenues 134,169 127,301 262,156 249,584
_______ _______ _______ _______
Operating expenses:
Plant support 24,461 22,947 46,384 44,973
Depreciation and amortization 26,456 25,548 53,211 50,888
Other operating expense 9,267 7,983 16,475 15,668
Cost of cable sales - 1,490 54 1,526
Customer operations 11,276 11,425 21,649 22,474
Administrative support 15,543 14,995 32,124 30,999
Taxes other than income taxes 5,197 4,999 10,132 9,787
_______ _______ _______ _______
Total operating expenses 92,200 89,387 180,029 176,315
_______ _______ _______ _______
Operating income 41,969 37,914 82,127 73,269
_______ _______ _______ _______
Other income (expense):
Interest expense (9,700) (10,392) (20,188) (20,339)
Interest income 747 596 1,490 1,201
Gain on sale of subsidiaries
and investments - 2,890 1,317 3,705
Equity income 2,433 2,050 3,691 2,985
Other (3,952) (3,524) (5,631) (5,074)
_______ _______ _______ _______
Other expense - net (10,472) (8,380) (19,321) (17,522)
_______ _______ _______ _______
Income before income taxes 31,497 29,534 62,806 55,747
Income taxes (Note 4) 12,286 11,490 25,184 21,686
_______ _______ _______ _______
Net income $ 19,211 $ 18,044 $ 37,622 $ 34,061
_______ _______ _______ _______
_______ _______ _______ _______
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
-4-
PACIFIC TELECOM, INC.
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
________________
1997 1996
______ ______
(In thousands)
Cash Flows from Operating Activities:
Net income $37,622 $ 34,061
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 57,766 54,951
Deferred income taxes and investment tax credits, net 7,189 3,267
Gain on sale of subsidiaries and investments (1,317) (3,705)
Gains from unconsolidated entities, net (3,476) (2,991)
Accounts receivable and other current assets (10,592) (15,184)
Inventory - North Pacific Cable 54 1,526
Accounts payable and accrued liabilities (2,289) 25,863
Other 5,983 4,677
______ _______
Net cash provided by operating activities 90,940 102,465
______ _______
Cash Flows from Investing Activities:
Construction expenditures (51,797) (46,972)
Investments in and advances to affiliates (5,709) (1,928)
Proceeds from sales of assets 11,959 2,255
______ _______
Net cash used by investing activities (45,547) (46,645)
______ _______
Cash Flows from Financing Activities:
Decrease in short-term debt (43,000) (17,000)
Change in affiliated notes 28,067 -
Proceeds from issuance of long-term debt - 1,740
Dividends paid (27,250) (26,317)
Payments of long-term debt (2,869) (3,347)
______ _______
Net cash used by financing activities (45,052) (44,924)
______ _______
Increase in Cash and Temporary Cash Investments 341 10,896
Cash and Temporary Cash Investments at
Beginning of Period 9,421 6,331
______ _______
Cash and Temporary Cash Investments at
End of Period $ 9,762 $ 17,227
______ _______
______ _______
Supplemental Disclosures of Cash Flow Information:
Cash paid during the six months ended June 30 for:
Interest $19,755 $ 20,080
Income Taxes $15,625 $ 11,081
North Pacific Cable inventory reclassisfied to
Telecommunications - Plant in service $ 4,409 $ -
[FN]
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
Notes to Consolidated Financial Statements
(Unaudited)
1. The consolidated financial statements include all normal
adjustments which, in the opinion of management, are
necessary to present fairly the consolidated financial
position at June 30, 1997, and the consolidated results
of operations for the three and six months ended June 30, 1997
and 1996 and cash flows for the six months ended June 30,
1997 and 1996. These consolidated financial statements
should be read in conjunction with the financial
statements and related notes included in the latest
annual report filed on Form 10-K of Pacific Telecom, Inc.
(Company). The consolidated results of operations
presented herein are not necessarily indicative of the
results to be expected for the year. The 1996
consolidated financial statements reflect certain
reclassifications to conform to the current year
presentation. These reclassifications have no effect on
previously stated net income.
2. The Company is a wholly-owned subsidiary of PacifiCorp
Holdings, Inc. (Holdings), which is a wholly-owned
subsidiary of PacifiCorp. See "Part II, Item 5 - Other
Information" for information regarding the pending sale
of all Pacific Telecom, Inc. outstanding common stock to
Century Telephone Enterprises, Inc.
The current liability for dissenters' rights decreased from
the year end balance due to payments made to dissenting
shareholders. See Note 2 to the Consolidated Financial
Statements included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996, for information
related to the affiliated note for amounts to be paid dissenters
relating to the minority buy-out. See "Part II, Item 1 -
Legal Proceedings" for information relating to a lawsuit
involving dissenters' and the Company.
3. Certain loan agreements contain provisions restricting
the payment of cash dividends. Retained earnings of
approximately $267 million were available for dividends
and other distributions at June 30, 1997.
The Company's ratio of earnings to fixed charges for the
six months ended June 30, 1997, calculated in accordance
with Item 503 of Regulation S-K under the Securities
Exchange Act of 1934, was 3.8 to 1.
4. The Company's effective combined state and federal income
tax rates were 40.1 percent and 38.9 percent for the six
months ended June 30, 1997 and 1996, respectively. The
effective tax rate increase in the first half of 1997 was
due in large part to a deferred intercompany gain
triggered by the sale of a subsidiary, Wayside Telcom,
Inc., in February. The deferred intercompany gain
generated $740,000 of income tax expense in excess of the
statutory rate due to the "Goodwill" investment
associated with the telephone and cable television
subsidiaries that were spun off from Wayside
-6-
<PAGE>
Notes to Consolidated Financial Statements
(Unaudited)
Telcom in 1994. No deferred taxes were provided on such
"Goodwill" resulting in the higher tax expense. The
difference between taxes calculated at the statutory
federal tax rates and the effective combined rates for
1997 and 1996 is reconciled as follows:
1997 1996
____ ____
Federal statutory rate 35.0% 35.0%
State income taxes, net of federal benefit 3.4 4.8
Amortization of investment tax credits (1.1) (1.5)
Amortization of excess deferred income taxes (.4) (.5)
Amortization of excess cost 1.8 1.9
Recapture Wayside deferred tax on
intercompany gain 1.2 -
Other .2 (.8)
____ ____
Effective tax rate 40.1% 38.9%
____ ____
____ ____
The components of income tax expense are as follows:
Three Months Ended Six Months Ended
June 30, June 30,
__________________ ________________
1997 1996 1997 1996
______ _______ ______ ______
(In thousands)
Federal income taxes $10,523 $ 8,870 $21,910 $17,598
State income taxes 1,763 2,620 3,274 4,088
______ ______ ______ ______
$12,286 $11,490 $25,184 $21,686
______ ______ ______ ______
______ ______ ______ ______
Income taxes currently
payable $ 8,331 $ 9,744 $17,879 $18,361
Deferred income taxes 4,308 2,177 8,011 4,188
Amortization of deferred
investment tax credits (353) (431) (706) (863)
______ ______ ______ ______
$12,286 $11,490 $25,184 $21,686
______ ______ ______ ______
______ ______ ______ ______
-7-
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations*
Six Months Ended June 30
________________________
Results of Operations
_____________________
The Company's net income for the six months ended June 30, 1997
was $37.6 million, an increase of 10.5 percent compared to
net income of $34.1 million for the same period in 1996.
Operating income increased 12.1 percent or $8.9 million in the
first half of 1997 compared to 1996. Operating income increased
due to LEC internal access line growth and higher enhanced
services revenues and growth in cellular operations.
Operating revenues for the first half of 1997 were $262.2
million, an increase of $12.6 million, or 5.0 percent, compared
to the same period in 1996. Local network service revenues grew
$6.7 million due to higher LEC enhanced services revenues of
$2.5 million, revenues from internal access line growth of
$3.1 million and extended area service revenue of $.6
million. Network access service revenue increased $3.4 million
due to the effect of higher revenue requirements of $1.7
million and $2.6 million due to increased minutes of use. This
was partially offset by decreases in Universal Service Fund
support of $.8 million. Sales of cable capacity decreased $2.1
million due to lower circuit sales. Cellular revenues
increased $3.6 million due to customer growth. Other revenue
increased $.9 million due to $1.6 million received from AT&T
relating to services provided to AT&T Alascom, higher LEC
nonregulated customer premise equipment revenues of $.9
million and higher cable lease and restoration revenues of
$.8 million. This was partially offset by $2.1 million
in lower billing and collection revenues due to contract
modifications that resulted in service reductions.
Operating expenses in the first half of 1997 were $180.0
million, an increase of $3.7 million, or 2.1 percent, compared
to the first half of 1996. Plant support increased $1.4
million due to the $.8 million effect of LEC access line
growth and $.5 million in increased lease circuits
expense on the cable. Depreciation expense increased
$2.3 million mainly due to increased LEC plant balances. Cost
of cable sales decreased $1.5 million due to lower circuit sales.
Administrative support was up $1.1 million compared to 1996
mainly due to $1.0 million for services provided to AT&T Alascom.
Other expense - net for the first half of 1997 was $19.3 million,
an increase of $1.8 million or 10.3 percent from 1996. Gain on
sale of subsidiaries and investments includes the sale of
cellular properties in 1997 and 1996. Equity earnings from
cellular and telephone investments increased $.7 million in the
first half of 1997 compared to the same period in 1996.
Income taxes increased $3.5 million due to the $2.2 million effect
of higher taxable income and the $1.2 million effect of the sale
of cellular properties in February 1997.
Acquisitions
____________
The Company has pending acquisitions of local exchange properties
in Minnesota, Michigan and Alaska serving approximately 70,000
access lines. Approvals for the Minnesota and Michigan
acquisitions have been received from the public utility commission
in those states. The Company is awaiting approval of those
acquisitions from the FCC. Hearings before the Alaska Public
Utilities Commission for the Alaska acquisition concluded in June
and the Company is awaiting an order. The Company anticipates
that these three acquisitions will receive all final regulatory
approvals and close prior to the end of 1997. The Company also
has signed letters of intent or definitive agreements to acquire
additional local exchange operations totaling 3,800 access lines.
__________________
*Pursuant to General Instruction H (1)(a) and (b) of Form 10-Q,
the Company is substituting a management's narrative analysis
of results of operations for Item 2.
-8-
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
See "Part II, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations -
Acquisitions" and Notes 13 and 14 to the Consolidated
Financial Statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, for
more information about pending acquisitions.
Dispositions
____________
See "Part II, Item 5 - Other Information" in this Form 10-Q
for information concerning the sale of Pacific Telecom Cellular,
Inc. to Century Telephone Enterprises, Inc. (Century) being
superseded by PacifiCorp's sale of the Company to Century.
Liquidity and Capital Resources
_______________________________
During the six months ended June 30, 1997, construction
expenditures amounted to $51.8 million. These expenditures
pertained mainly to network upgrades and internal growth
of the Company's operations. The construction expenditures
were funded primarily with cash from operations. In 1997,
total construction expenditures, which are estimated at
$137.0 million, are expected to be funded primarily through
cash from operations. Included in total estimated
construction expenditures is $22 million relating to the
acquisitions that are expected to close during 1997. Cash
from operations was lower in the first half of 1997
compared to the first half of 1996 due to the 1996 receipt
of $10.1 million from the National Exchange Carrier
Association attributable to certain revenue requirement
adjustments related primarily to the transition of
acquisition properties.
The Company has access to funds through its $300 million
revolving credit agreement which terminates in November 1999.
At June 30, 1997, no borrowings were outstanding under
this agreement. The revolving credit agreement also serves
as backup for a $100 million commercial paper program, under
which no borrowings were outstanding at June 30, 1997. The
Company has a $200 million Series C Medium-term Note program
under which $133.5 million of notes were outstanding on
June 30, 1997. The remaining $66.5 million could be used to
fund future acquisitions. However, Century may require the
Company to use short-term borrowing facilities for acquisitions
prior to closing the sale of the Company to Century. See
"Part II, Item 5 - Other Information" for information relating
to the sale of the Company to Century. At June 30, 1997, the
Company had approval from the Rural Telephone Bank to borrow
$15.8 million in additional Rural Utilities Service debt for
certain construction projects.
The Company has an agreement that allows temporary cash
advances to or from its parent, PacifiCorp Holdings, Inc.
(Holdings), at short-term borrowing rates. At June 30, 1997,
$17.0 million was due from Holdings, which includes $15.0
million to be paid to dissenters relating to the minority
buy-out. (See Note 2 in "Notes to Condensed Consolidated
Financial Statements" in this Form 10-Q and Note 2 to the
Consolidated Financial Statements included in the Company's
Annual Report on Form 10-K for the year ended
December 31, 1996, for more information about this transaction.)
The Company has definitive agreements with US WEST
Communications, Inc., GTE North Incorporated and the City of
Fairbanks to purchase certain telephone assets or operations
in Minnesota, Michigan and Fairbanks, Alaska, respectively,
for approximately $248 million in cash, which includes approxi-
mately $20 million for cash to be acquired in the acquisitions.
These acquisitions are subject to regulatory approvals expected
to be received during 1997. The Company has signed letters
-9-
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
of intent or definitive agreements to acquire operations
representing 3,800 access lines for approximately $24
million. The Company expects to fund these acquisitions
through the issuance of external debt and internally
generated funds.
Any temporary cash or liquidity requirements during 1997
are expected to be met through utilization of funds
available under the revolving credit agreement or
temporary advances from Holdings. Long-term liquidity
requirements are expected to be met through utilization of
funds available under the revolving credit agreement or
the Series C Medium-term Note program. Cash needed to pay
dissenters' rights will be provided by Holdings.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The trial in Pacific Telecom, Inc. v. Gabelli Funds,
_______________________________________
Inc. et al. was held from May 7 to May 14, 1997. On
__________
May 15, 1997, the court ruled in favor of the Company,
holding that $30.00 per share was the fair value of
the Company's common stock on the date of the merger.
On June 10, 1997, the dissenters filed a Notice of
Appeal of this action to the United States Court of
Appeals for the Ninth Circuit. See "Part I, Item 3.
Legal Proceedings" in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, for
more information about this lawsuit.
Item 5. Other Information
On June 11, 1997, PacifiCorp entered into an agreement
to sell the outstanding common stock of the Company to
Century for approximately $1.5 billion in cash in
addition to Century's assumption of the Company's debt.
The sale of the Company is subject to certain
regulatory approvals which are expected to be received
before the end of 1997. This sale supersedes the
previously announced letter of intent between the
Company and Century relating to the sale of Pacific
Telecom Cellular, Inc.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10 Stock Purchase Agreement, dated as of
June 11, 1997, by and among PacifiCorp
Holdings, Inc., Pacific Telecom, Inc.,
Century Telephone Enterprises, Inc. and
Century Cellunet, Inc. (Incorporated by
reference to Exhibit 2.1 of Century
Telephone Enterprises, Inc.'s Current
Report on Form 8-K dated June 11, 1997,
File No. 1-7784.)
12 Statements re Computation of Ratios
27 Financial Data Schedule (filed electronically
only)
(b) Reports on Form 8-K
On Form 8-K dated April 11, 1997, under Item 5.
"Other Events" the Company reported information
with respect to the pending sale of Pacific Telecom
Cellular, Inc. to Century Telephone Enterprises,
Inc.
-10-
<PAGE>
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.
Pacific Telecom, Inc.
__________________________
(Registrant)
Date: August 7, 1997 /s/James H. Huesgen
______________________________
James H. Huesgen
Executive Vice President and
Chief Financial Officer
-11-
<PAGE>
<TABLE>
EXHIBIT 12
PACIFIC TELECOM, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollar amounts in millions)
<CAPTION>
Six Months
Ended Year Ended December 31,
June 30, _____________________________________________________________
1997 1996 1995 1994 1993 1992
__________ ______ ______ ______ ______ _____
<S> <C> <C> <C> <C> <C> <C>
Earnings, as defined*:
Income from continuing operations
before income taxes $62.8 $122.7 $186.6 $122.2 $ 82.9 $99.8
Add:
Fixed charges 23.1 46.5 54.5 48.6 59.5 63.2
Equity losses of less than 50%
owned persons - - - - - .9
Minority interest 1.4 2.4 1.3 1.0 .6 .1
____ _____ _____ _____ _____ _____
Total earnings $87.3 $171.6 $242.4 $171.8 $143.0 $164.0
____ _____ _____ _____ _____ _____
____ _____ _____ _____ _____ _____
Fixed charges:
Interest $20.2 $40.8 $42.3 $34.7 $44.3 $52.1
Interest portion of
rental expense 2.9 5.7 12.2 13.9 15.2 11.1
____ ____ ____ ____ ____ ____
Total fixed charges $23.1 $46.5 $54.5 $48.6 $59.5 $63.2
____ ____ ____ ____ ____ ____
____ ____ ____ ____ ____ ____
Ratio of earnings to fixed charges 3.8 3.7 4.4 3.5 2.4 2.6
____ ____ ____ ____ ____ ____
____ ____ ____ ____ ____ ____
<FN>
* For the purpose of computing these ratios, "earnings" represents the aggregate of (a) income from continuing
operations before income taxes, (b) fixed charges, (c) equity losses of less than 50% owned persons and (d)
minority interest. Equity losses of less than 50% owned persons are added to income from continuing operations
before income taxes since the Company does not guarantee the debt of such persons. "Fixed Charges" consist of
interest charges and an estimated amount representing the interest portion of rental expense.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
This schedule contains summary financial information extracted from the June 30,
1997 Form 10-Q and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 928636
<OTHER-PROPERTY-AND-INVEST> 141209
<TOTAL-CURRENT-ASSETS> 207296
<TOTAL-DEFERRED-CHARGES> 25710
<OTHER-ASSETS> 359530
<TOTAL-ASSETS> 1662381
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 225943
<RETAINED-EARNINGS> 562303
<TOTAL-COMMON-STOCKHOLDERS-EQ> 788246
0
0
<LONG-TERM-DEBT-NET> 477113
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 38736
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 358286
<TOT-CAPITALIZATION-AND-LIAB> 1662381
<GROSS-OPERATING-REVENUE> 262156
<INCOME-TAX-EXPENSE> 25184
<OTHER-OPERATING-EXPENSES> 180029
<TOTAL-OPERATING-EXPENSES> 205213
<OPERATING-INCOME-LOSS> 56943
<OTHER-INCOME-NET> 867
<INCOME-BEFORE-INTEREST-EXPEN> 57810
<TOTAL-INTEREST-EXPENSE> 20188
<NET-INCOME> 37622
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 27250
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 90940
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
