UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1995 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______________ to ____________. Commission file number: 1-3368 THE EMPIRE DISTRICT ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Kansas 44-0236370 (State of Incorporation) (I.R.S. Employer Identification No.) 602 Joplin Street, Joplin, Missouri 64801 (Address of principal executive offices) (zip code) Registrant's telephone number: (417) 625-5100 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 ___ Common stock outstanding as of November 1, 1995: 15,149,965 shares. THE EMPIRE DISTRICT ELECTRIC COMPANY INDEX Page Number Part I - Financial Information: Item 1. Financial Statements: a.Statements of Income 3 b.Balance Sheets 6 c.Statements of Cash Flows 7 d.Notes to Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II Other Information: Item 1. Legal Proceedings - (none) Item 2. Changes in Securities - (none) Item 3. Defaults Upon Senior Securities - (none) Item 4. Submission of Matters to a Vote of Security Holders - (none) Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 PART I. FINANCIAL INFORMATION Item 1. Financial Statements STATEMENTS OF INCOME (UNAUDITED) Three Months Ended September 30, 1995 1994 Operating revenues: Electric $62,513,979 $52,075,247 Water 275,515 263,875 62,789,494 52,339,122 Operating revenue deductions: Operating expenses: Fuel 10,838,242 8,710,079 Purchased power 10,366,212 9,470,011 Other 8,499,034 7,578,186 Voluntary early retirement program 4,583,188 - Total operating expenses 34,286,676 25,758,276 Maintenance and repairs 3,234,876 2,856,041 Depreciation and amortization 5,146,301 4,622,592 Provision for income taxes 4,932,200 4,919,580 Other taxes 3,045,528 2,829,636 50,645,581 40,986,125 Operating income 12,143,913 11,352,997 Other income and deductions: Allowance for equity funds used during construction 124,580 155,408 Interest income 32,293 21,871 Other - net (74,798) (56,596) 82,075 120,683 Income before interest charges 12,225,988 11,473,680 Interest charges: Long-term debt 3,696,520 3,175,423 Commercial paper 70,836 179,762 Allowance for borrowed funds used during construction (126,012) (286,739) Other 61,494 55,258 3,702,838 3,123,704 Net income 8,523,150 8,349,976 Preferred stock dividend requirements 604,085 604,085 Net income applicable to common stock $7,919,065 $7,745,891 Weighted average number of common shares outstanding 15,082,120 13,788,041 Earnings per weighted average share of common stock $ 0.53 $ 0.56 Dividends per share of common stock $ 0.32 $ 0.32 <FN> See accompanying Notes to Financial Statements STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended September 30, 1995 1994 Operating revenues: Electric $146,901,698 $134,894,122 Water 748,376 712,991 147,650,074 135,607,113 Operating revenue deductions: Operating expenses: Fuel 25,043,590 23,057,084 Purchased power 26,604,462 27,072,101 Other 23,948,466 22,459,640 Voluntary early retirement program 4,583,188 - Total operating expenses 80,179,706 72,588,825 Maintenance and repairs 9,427,775 7,649,511 Depreciation and amortization 14,645,231 13,746,359 Provision for income taxes 8,752,745 8,941,050 Other taxes 8,049,771 7,902,454 121,055,228 110,828,199 Operating income 26,594,846 24,778,914 Other income and deductions: Allowance for equity funds used during construction 864,527 479,282 Interest income 201,485 37,772 Other - net (115,463) (131,440) 950,549 385,614 Income before interest charges 27,545,395 25,164,528 Interest charges: First mortgage bonds 11,162,867 9,525,489 Commercial paper 442,880 531,631 Allowance for borrowed funds used during construction (1,085,510) (574,060) Other 204,248 182,933 10,724,485 9,665,993 Net income 16,820,910 15,498,535 Preferred stock dividend requirements 1,812,255 958,943 Net income applicable to common stock $15,008,655 $14,539,592 Weighted average number of common shares outstanding 14,585,881 13,687,039 Earnings per weighted average share of common stock $ 1.03 $ 1.06 Dividends per share of common stock $ 0.96 $ 0.96 <FN> See accompanying Notes to Financial Statements. STATEMENTS OF INCOME (UNAUDITED) Twelve Months Ended September 30, 1995 1994 Operating revenues: Electric $188,819,458 $175,059,366 Water 980,463 910,402 189,799,921 175,969,768 Operating revenue deductions: Operating expenses: Fuel 32,387,677 29,668,486 Purchased power 34,143,004 36,520,456 Other 32,190,911 30,679,581 Voluntary early retirement program 4,583,188 - Total operating expenses 103,304,780 96,868,523 Maintenance and repairs 12,562,395 10,350,106 Depreciation and amortization 19,238,052 18,210,216 Provision for income taxes 10,490,695 9,584,680 Other taxes 10,383,511 10,233,457 155,979,433 145,246,982 Operating income 33,820,488 30,722,786 Other income and deductions: Allowance for equity funds used during construction 1,115,604 479,283 Interest income 255,399 80,874 Other - net (204,601) (190,122) 1,166,402 370,035 Income before interest charges 34,986,890 31,092,821 Interest charges: First mortgage bonds 14,594,021 12,848,261 Commercial paper 616,159 586,421 Allowance for borrowed funds used during construction (1,495,995) (631,329) Other 267,231 236,484 13,981,416 13,039,837 Net income 21,005,474 18,052,984 Preferred stock dividend requirements 2,416,340 1,055,216 Net income applicable to common stock $18,589,134 $16,997,768 Weighted average number of common shares outstanding 14,406,517 13,645,500 Earnings per weighted average share of common stock $ 1.29 $ 1.25 Dividends per share of common stock $ 1.28 $ 1.28 <FN> See accompanying Notes to Financial Statements. BALANCE SHEETS September 30, December 31, 1995 1994 (Unaudited) ASSETS Utility plant, at original cost: Electric $668,104,088 $606,519,616 Water 5,021,105 4,863,228 Construction work in progress 15,747,337 45,317,772 688,872,530 656,700,616 Accumulated depreciation 221,052,771 210,858,722 467,819,759 445,841,894 Current assets: Cash and cash equivalents 4,323,927 3,362,653 Accounts receivable - trade, net 17,270,880 10,653,580 Accounts receivable - other 1,730,532 2,878,122 Accrued unbilled revenues 3,811,646 5,041,575 Fuel, materials and supplies 13,979,146 12,970,376 Prepaid expenses 1,000,984 708,253 42,117,115 35,614,559 Deferred charges: Regulatory asset 26,347,710 23,657,498 Unamortized debt expense 14,735,492 13,166,603 Other 2,102,263 1,932,798 43,185,465 38,756,899 Total Assets $553,122,339 $520,213,352 CAPITALIZATION AND LIABILITIES: Common stock, $1 par value, 15,140,640 and 13,941,531 shares issued and outstanding, respectively $15,140,640 $13,941,531 Capital in excess of par value 124,260,525 106,055,389 Retained earnings (Note 3) 54,705,742 53,783,342 Total common stockholders' equity 194,106,907 173,780,262 Preferred stock 32,901,800 32,901,800 Long-term debt 194,715,848 184,976,950 421,724,555 391,659,012 Current liabilities: Accounts payable and accrued 12,413,429 11,459,243 liabilities Commercial paper 5,000,000 16,000,000 Customer deposits 2,503,068 2,385,182 Interest accrued 5,290,167 3,413,850 Taxes accrued, including income 4,927,628 1,557,744 taxes 30,134,292 34,816,019 Noncurrent liabilities and deferred credits: Regulatory liability 19,134,498 20,683,409 Deferred income taxes 61,309,064 56,229,391 Unamortized investment tax credits 10,226,680 10,741,000 Postretirement benefits 8,805,938 4,083,626 Other 1,787,312 2,000,895 101,263,492 93,738,321 Total Capitalization and Liabilities $553,122,339 $520,213,352 <FN> See accompanying Notes to Financial Statements. STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 1995 1994 Operating activities: Net income $16,820,910 $15,498,535 Adjustments to reconcile net income to cash flows: Depreciation and amortization 15,489,261 14,449,214 Deferred income taxes - net 812,136 1,060,055 Investment tax credit - net (514,320) (507,150) Allowance for equity funds used during construction (864,527) (479,282) Issuance of common stock for 401(k) plan 517,298 480,635 Other 44,434 1,523,838 Cash flows impacted by changes in: Receivables and accrued unbilled revenues (4,239,781) (2,273,890) Fuel, materials and supplies (1,008,770) (1,196,187) Prepaid expenses and deferred charges (3,077,697) (1,523,022) Accounts payable and accrued liabilities 954,186 (1,630,014) Other liabilities and deferred credits 10,915,306 7,938,707 Net cash provided by operating activities 35,848,436 33,341,439 Investing activities: Construction expenditures (37,467,126) (54,005,014) Allowance for equity funds used during construction 864,527 479,282 Net cash used in investing activities (36,602,599) (53,525,732) Financing activities: Proceeds from issuance of first mortgage bonds 40,000,000 - Proceeds from issuance of common stock 18,886,947 3,165,450 Proceeds from issuance of preferred stock - 25,000,000 Dividends (15,898,510) (13,926,404) Repayment of first mortgage bonds (30,273,000) (100,000) Net (repayments) issuances from short-term borrowings (11,000,000) 6,500,000 Net cash provided by financing activities 1,715,437 20,639,046 Net increase in cash and cash equivalents 961,274 454,753 Cash and cash equivalents at beginning of period 3,362,653 2,802,957 Cash and cash equivalents at end of period $4,323,927 $3,257,710 <FN> See accompanying Notes to Financial Statements. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Summary of Significant Accounting Policies The accompanying interim financial statements have been prepared in accordance with the accounting policies described in the financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. There are no significant differences between the Company's interim and annual accounting policies. The information furnished reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of the Company, necessary to present fairly the results for the interim periods presented. Note 2 - Accounting Matters Effective January 1, 1994, the Company adopted Statements of Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits." Implementation of this statement did not have a material effect on the Company's financial results. Note 3- Retained Earnings Third Quarter 1995 Balance at January 1, 1995 $53,783,342 Changes January 1 through June 30: Net Income 8,297,760 Less quarterly cash dividends on common stock: $0.32 per share (9,262,651) Less quarterly cash dividends on preferred stock: 5% cumulative - $0.125 per share (97,546) 4-3/4% cumulative - $0.11875 per share (95,000) 8-1/8% cumulative - $0.203125 per share (1,015,624) Total changes January 1 through June 30 (2,173,061) Balance at July 1, 1995 $51,610,281 Changes July 1 through September 30: Net Income 8,523,150 Less quarterly cash dividends on common stock: $0.32 per share (4,823,604) Less quarterly cash dividends on preferred stock: 5% cumulative - $0.125 per share (48,773) 4-3/4% cumulative - $0.11875 per share (47,500) 8-1/8% cumulative - $0.200342 per share (507,812) Total changes July 1 through September 30 3,095,461 Balance at September 30, 1995 $54,705,742 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS The following discussion analyzes significant changes in the results of operations for the three-month, nine-month and twelve- month periods ended September 30, 1995, compared to the same periods ended September 30, 1994. Operating Revenues and Kilowatt-Hour Sales Of the Company's total electric operating revenues during the third quarter of 1995, approximately 44% were from residential customers, 30% from commercial, 16% from industrial, 4% from wholesale on-system customers and 2% from wholesale off- system customers. The remainder of such revenues were derived from miscellaneous sources such as public street and highway lighting and other municipal establishments. The percentage changes from the prior year in kilowatt-hour ("Kwh") sales and revenue by major customer class were as follows: Kwh Sales Revenue Nine Twelve Nine Twelve Third Months Months Third Months Months Quarter Ended Ended Quarter Ended Ended Residential 20.0% 5.7% 3.5% 26.8% 13.9% 12.6% Commercial 13.6 5.8 5.1 19.3 7.3 5.8 Industrial 5.0 4.1 5.3 12.3 4.6 4.3 Wholesale On- System 9.6 4.8 3.9 9.8 1.3 0.5 Total System 13.6 5.3 4.5 20.8 9.3 8.1 Wholesale Off- System (13.1) (15.4) (6.3) (12.2) (17.7) (10.7) Total Sales 11.4 3.7 3.6 19.7 8.5 7.6 Residential Kwh sales and revenue were substantially higher during the third quarter of 1995 compared to the third quarter of 1994. This increase was due primarily to the effect of increased cooling degree days and air conditioning load as a result of temperatures which were significantly warmer (principally during August) than during the same period last year and approximately 12% warmer than long-term averages. In addition, residential Kwh sales and revenue benefited from a 3.5% increase in the average number of residential customers served compared to the year ago period. Residential revenues were also positively affected by the 1994 Missouri rate case described below. Commercial Kwh sales and revenue increased during the third quarter of 1995 compared to the year-ago period primarily due to warmer than normal summer temperatures along with an increase of 4.8% in the average number of commercial customers served over the same period last year. Industrial Kwh sales and related revenues were up during the third quarter of 1995 when compared to the same period last year due to increased usage by the Company's existing industrial customers resulting from increased business activity. Commercial and industrial revenues were also positively affected by the 1994 Missouri rate case discussed below. The Company's residential, commercial and industrial revenues all increased by a greater percentage than the increase in Kwh sales would indicate due mainly to the effect of electric rate increases and a restructuring of the Company's rates in connection with the Company's 1994 Missouri electric rate case. This restructuring resulted in a greater overall rate increase for the Company's residential customers than for its commercial and industrial customers, and in the shifting of revenue from winter billing periods to summer billing periods. On-system wholesale Kwh sales and related revenues were up during the third quarter due primarily to the weather conditions discussed above. Revenues from Kwh sales to other electric systems (off-system) were down significantly during the third quarter of 1995 as compared to the same quarter a year ago, primarily as a result of a reduction in low-margin, pass-through sales of hydro-generated power to other utilities. Residential Kwh sales increased for the nine and twelve months ended September 30, 1995, reflecting primarily the warmer weather experienced during the third quarter of this year and continued customer growth in the Company's service territory. Residential revenues for the corresponding periods also increased as a result of the electric rate increase discussed above. Total commercial and industrial Kwh sales and related revenues during the nine and twelve months ended September 30, 1995 increased as strong economic growth in the Company's service territory continued. Revenues from on-system wholesale Kwh sales increased at a lower relative amount compared to the increase in Kwh sales due to the operation of the fuel adjustment clause applicable to such FERC regulated sales. Revenues from kilowatt-hour sales to other electric systems were down during the periods due to decreased low-margin, pass-through sales of hydro-generated power to other utilities. On March 17, 1995, the Company filed a request with the Missouri Public Service Commission for an increase in rates for its Missouri electric customers in the amount of $8,543,910, or 5.3%. On November 3, 1995, the Commission approved a stipulated settlement which will increase the Company's Missouri electric rates in the amount of $1.4 million or 0.9%, effective November 15, 1995. The Company is currently evaluating the need for rate relief in its other jurisdictions. Operating Revenue Deductions During the third quarter of 1995, total operating and maintenance expenses increased approximately $8.9 million (31.1%) ($4.3 million, or 15.1%, exclusive of the one-time charge discussed below relating to the Company's voluntary early retirement program) compared to the same period last year. Purchased power costs increased approximately $0.9 million (9.5%) during the third quarter of 1995, due primarily to increased customer demand as a result of weather conditions which were warmer than the same period last year. Total fuel costs increased approximately $2.1 million (24.4%) compared to the same period last year. Fuel-generated kilowatt-hours increased 15.1% over the year-ago period, reflecting increased demand for energy resulting from the warm temperatures experienced during the third quarter of 1995 and continued customer growth. During the quarter, the Company substantially increased its generation from higher-cost, gas- fired combustion turbine units following completion of the conversion of the Company's Energy Center to utilize gas as a primary fuel, as well as the commercial availability of the Company's new State Line Power Plant. Other operating expenses increased approximately $0.9 million (12.2%) compared to the third quarter of last year, due primarily to higher general and administrative costs and increased customer service expenses. In addition, the Company incurred a one-time pre-tax charge of approximately $4.6 million related to the implementation and acceptance by qualifying employees of an enhanced voluntary early retirement program described in the Company's Current Report on Form 8-K, dated July 17, 1995. This program was offered as part of the previously disclosed Competitive Positioning Process. As part of the Competitive Positioning Process, the Company has re-evaluated its existing structure and is currently implementing changes with the goal of improving efficiency. Maintenance and repair expense increased approximately $0.4 million (13.3%) during the third quarter of 1995 when compared to the same quarter last year, due primarily to increased maintenance performed on the Company's generating units as well as increased distribution system maintenance. Depreciation expense increased approximately $0.5 million (11.3%) during the quarter due to increased levels of plant-in- service primarily at the Company's State Line Power Plant. Total income taxes were up slightly during the quarter due to higher taxable income. Taxes other than income taxes increased approximately $0.2 million (7.6%) during the third quarter, reflecting increased property tax rates, higher levels of plant- in-service and increased franchise taxes relating to higher revenues. For the nine months and twelve months ended September 30, 1995, total operating expenses were up approximately $7.6 million (10.5%) and $6.4 million (6.6%), respectively, compared to the same periods last year. Total fuel and purchased power costs increased approximately $1.5 million (3.0%) and $0.3 million (0.5%), respectively, during the current year periods due primarily to higher customer demand resulting from warmer weather and continued customer growth. During the nine months and twelve months ended September 30, 1995, other operating expenses increased approximately $1.5 million (6.6%) and $1.5 million (4.9%) respectively, when compared to the previous year periods. This was due primarily to increased work on the Company's distribution system, and costs associated with the previously disclosed proceedings relating to the purchase of energy from Ahlstrom Development Corporation and with the Competitive Positioning Process. Maintenance expense increased during the nine months and twelve months ended September 30, 1995, by approximately $1.8 million (23.3%) and $2.2 million (21.4%) respectively, due primarily to increased maintenance performed on the Company's generating units as well as increased maintenance to the Company's distribution system. The Company's Riverton Unit #7 underwent an extended outage to remove cracks in the turbine rotor shaft during the second quarter of 1995. The total cost of the repair and the related inspection was approximately $0.4 million. In addition, more maintenance was performed during the scheduled spring maintenance outage at the Company's Asbury Plant during the second quarter of 1995 than was performed during the 1994 spring outage. For the nine months and twelve months ended September 30, 1995, depreciation expense increased approximately $0.9 million (6.5%) and $1.0 million (5.6%), respectively, over the same periods in 1994, reflecting additional plant and equipment placed in service. Total provision for income taxes decreased slightly during the nine-month period ending September 30, 1995, due to lower taxable income. Income taxes increased approximately $0.9 million (9.5%) during the twelve-month period, reflecting increased taxable income during the current period when compared to the same period a year ago. Nonoperating Items Allowance for funds used during construction ("AFUDC") decreased during the third quarter of 1995 when compared to the same period of 1994, due to a lower level of construction work in progress. During the nine months and twelve months ended September 30, 1995, AFUDC increased significantly over the prior year levels, reflecting a higher level of construction work in progress, particularly due to construction of the Company's new State Line Power Plant, which was placed in service on May 30, 1995, as well as higher rates for AFUDC determined in accordance with formulas prescribed by the FERC. Interest income increased during each of the periods ending September 30, 1995, reflecting higher interest earned on investments and the temporary investment of the proceeds from the Company's issuance of a new series of First Mortgage Bonds prior to the redemption of another series of First Mortgage Bonds. Earnings For the third quarter of 1995, earnings per share of common stock were $0.53 compared to $0.56 earned during the third quarter of 1994. While revenues showed strong growth due to warmer than normal weather, customer growth and the Missouri rate increase, these increases were negatively impacted (approximately $0.18 per share) by the one-time charge related to the enhanced voluntary early retirement program discussed above. For the nine months ended September 30, 1995, earnings per common share were $1.03 compared to $1.06 earned for the same period last year. Earnings per common share for the twelve months ended September 30, 1995, were $1.29 compared to $1.25 earned during the same period last year. Increased earnings resulting from warmer than normal weather during the third quarter of 1995, continued customer growth, the rate increases received in Missouri, Kansas and Oklahoma, as well as substantial increases in AFUDC were offset in part by costs related to the enhanced voluntary early retirement program discussed above and by increased preferred stock dividend requirements. Earnings for the three-month, nine-month and twelve-months ended September 30, 1995, were also affected by the increased number of common shares outstanding as a result of the issuance of 900,000 shares of common stock in April, 1995. LIQUIDITY AND CAPITAL RESOURCES The Company's construction-related expenditures totaled $9.2 million during the third quarter of 1995, compared to $19.3 million for the same period of 1994. For the nine months ended September 30, 1995, construction-related expenditures totaled $37.5 million compared to $54.0 million for the same period of 1994. Approximately $11.5 million of expenditures during the first nine months of 1995 were related to the construction of Unit #1 at the State Line Power Plant, which was placed in service on May 30, 1995, and initial expenditures for a second 98 Mw combustion turbine unit scheduled for completion at that site in mid-1997. Additions to the Company's distribution system to accommodate additional customer demand represented approximately $7.7 million of construction expenditures during the period. Approximately two-thirds of construction expenditures for the first nine months of 1995 were provided internally from operations; the remainder was provided from the sale to the public of the Company's Common Stock and First Mortgage Bonds, the issuance of commercial paper, and from the sale of common stock through the Company's Dividend Reinvestment Plan and Employee Stock Purchase Plan. The Company's construction expenditures are expected to total approximately $54.7 million in 1995, including approximately $13.5 million for new generation additions and approximately $25.9 million for additions to the Company's distribution system. The Company estimates that internally generated funds will provide approximately one-half of the remaining funds required for its 1995 construction expenditures. The Company expects to utilize the proceeds of issuances of short-term commercial paper, along with the sale of the Company's common stock pursuant to its Dividend Reinvestment Plan and Employee Stock Purchase Plan, to finance the remainder of its 1995 construction expenditures. The Company plans to continue to utilize short-term debt as needed to support normal operations and for other temporary requirements. PART II. OTHER INFORMATION Item 5. Other Information. By Report and Order issued November 8, 1995, effective November 29, 1995, the Missouri Public Service Commission dismissed the complaint of Ahlstrom Development Corporation and Cottonwood Energy Partners, L.P., (collectively "Ahlstrom") which was filed with the Commission on August 1, 1994. That complaint had requested that the Missouri Public Service Commission require the Company to purchase power from Ahlstrom beginning in the year 2000. The complaint filed by Ahlstrom in Kansas is still pending. At September 30, 1993, the ratio of earnings to fixed charges, and the ratio of earnings to fixed charges and preferred stock dividend requirements, were 3.03x and 2.46x, respectively. See Exhibit (12) hereto. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. (12) Computation of Ratio and Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements. (27) Financial Data Schedule for September 30, 1995. (b) In a Current Report on Form 8-K, dated July 17, 1995, the Company filed, under Item 5. "Other Events," information concerning the Company's announcement of an enhanced voluntary early retirement program. 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. THE EMPIRE DISTRICT ELECTRIC COMPANY Registrant By R. B. Fancher ------------------------ R. B. Fancher Vice President - Finance By G. A. Knapp ------------------------ G. A. Knapp Controller and Assistant Treasurer November 14, 1995