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 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: 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 August 1, 1997: 16,649,219 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 13 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 June 30, 1997 1996 Operating revenues: Electric $45,718,191 $47,347,988 Water 261,817 258,315 45,980,008 47,606,303 Operating revenue deductions: Operating expenses: Fuel 7,902,616 7,270,682 Purchased power 10,607,906 12,694,375 Other 7,573,259 7,202,533 Total operating expenses 26,083,781 27,167,590 Maintenance and repairs 3,474,208 4,379,212 Depreciation and amortization 5,698,791 5,356,981 Provision for income taxes 1,334,810 1,498,050 Other taxes 2,696,233 2,821,125 39,287,823 41,222,958 Operating income 6,692,185 6,383,345 Other income and deductions: Allowance for equity funds used during construction - 162,653 Interest income 26,682 46,862 Other - net (46,542) (47,449) (19,860) 162,066 Income before interest charges 6,672,325 6,545,411 Interest charges: Long-term debt 4,147,608 3,695,737 Commercial paper 262,304 59,449 Allowance for borrowed funds used during construction (480,346) (143,518) Other 93,858 82,789 4,023,424 3,694,457 Net income 2,648,901 2,850,954 Preferred stock dividend requirements 604,085 604,085 Net income applicable to common stock $2,044,816 $2,246,869 Weighted average number of common shares outstanding 16,547,939 16,119,268 Earnings per weighted average share of common stock $0.12 $0.14 Dividends per share of common stock $0.32 $0.32 <footnote> See accompanying Notes to Financial Statements. STATEMENTS OF INCOME (UNAUDITED) Six Months Ended June 30, 1997 1996 Operating revenues: Electric $92,774,672 $94,730,538 Water 510,103 515,828 93,284,775 95,246,366 Operating revenue deductions: Operating expenses: Fuel 14,683,700 15,910,399 Purchased power 23,186,758 23,796,300 Other 15,483,775 14,674,663 Total operating expenses 53,354,233 54,381,362 Maintenance and repairs 6,506,399 7,141,861 Depreciation and amortization 11,254,812 10,639,395 Provision for income taxes 2,850,643 3,493,660 Other taxes 5,553,072 5,822,142 79,519,159 81,478,420 Operating income 13,765,616 13,767,946 Other income and deductions: Allowance for equity funds used during construction - 305,753 Interest income 50,497 73,712 Other - net (168,005) (162,696) (117,508) 216,769 Income before interest charges 13,648,108 13,984,715 Interest charges: Long-term debt 8,295,810 7,391,474 Commercial paper 384,204 236,960 Allowance for borrowed funds used (992,255) (285,948) during construction Other 186,632 144,607 7,874,391 7,487,093 Net income 5,773,717 6,497,622 Preferred stock dividend requirements 1,208,170 1,208,170 Net income applicable to common stock $4,565,547 $5,289,452 Weighted average number of common shares outstanding 16,502,819 15,678,758 Earnings per weighted average share of common stock $0.28 $0.34 Dividends per share of common stock $0.64 $0.64 <footnote> See accompanying Notes to Financial Statements. STATEMENTS OF INCOME (UNAUDITED) Twelve Months Ended June 30, 1997 1996 Operating revenues: Electric $202,977,756 $202,190,579 Water 1,044,612 1,033,268 204,022,368 203,223,847 Operating revenue deductions: Operating expenses: Fuel 32,347,636 33,630,244 Purchased power 46,783,486 43,674,228 Other 30,855,259 32,427,109 Voluntary early retirement program - 4,583,188 Total operating expenses 109,986,381 114,314,769 Maintenance and repairs 13,036,622 13,734,452 Depreciation and amortization 22,204,928 20,991,164 Provision for income taxes 11,156,983 10,093,115 Other taxes 10,987,416 11,622,750 167,372,330 170,756,250 Operating income 36,650,038 32,467,597 Other income and deductions: Allowance for equity funds used during construction 233,092 635,584 Interest income 135,154 156,012 Other - net (349,836) (322,981) 18,410 468,615 Income before interest charges 36,668,448 32,936,212 Interest charges: Long-term debt 15,785,900 14,783,791 Commercial paper 823,135 367,639 Allowance for borrowed funds used during construction (1,587,793) (495,255) Other 321,905 282,350 15,343,147 14,938,525 Net income 21,325,301 17,997,687 Preferred stock dividend requirements 2,416,340 2,416,340 Net income applicable to common stock $18,908,961 $15,581,347 Weighted average number of common shares outstanding 16,425,425 15,398,696 Earnings per weighted average share of common stock $1.15 $1.01 Dividends per share of common stock $1.28 $1.28 <footnote> See accompanying Notes to Financial Statements. BALANCE SHEETS June 30, 1997 December 31, (Unaudited) 1996 ASSETS Utility plant, at original cost: Electric $773,272,039 $714,913,653 Water 5,518,931 5,331,286 Construction work in progress 15,126,268 37,016,435 793,917,238 757,261,374 Accumulated depreciation 252,649,751 242,051,460 541,267,487 515,209,914 Current assets: Cash and cash equivalents 2,484,129 2,246,136 Accounts receivable - trade, net 11,458,903 12,704,920 Accrued unbilled revenues 6,483,741 6,423,760 Accounts receivable - other 1,505,327 2,874,669 Fuel, materials and supplies 15,241,838 14,435,741 Prepaid expenses 1,071,140 796,413 38,245,078 39,481,639 Deferred charges: Regulatory assets 37,711,364 37,831,661 Unamortized debt expenses 3,513,083 3,633,349 Other 1,335,482 823,177 42,559,929 42,,288,187 Total Assets $622,072,494 $596,979,740 CAPITALIZATION AND LIABILITIES: Common stock, $1 par value, 16,638,405 and 16,436,559 shares issued and outstanding, respectively $16,638,405 $16,436,559 Capital in excess of par value 148,060,611 145,313,610 Retained earnings (Note 2) 45,339,772 51,340,554 Total common stockholders' equity 210,038,788 213,090,723 Preferred stock 32,901,800 32,901,800 Long-term debt 196,439,609 219,533,678 439,380,197 465,526,201 Current liabilities: Accounts payable and accrued liabilities 11,319,647 14,607,179 Commercial paper 34,000,000 7,500,000 Customer deposits 2,995,067 2,820,896 Interest accrued 3,591,302 3,455,254 Taxes accrued, including income taxes 4,866,121 449,771 Current maturities - first mortgage bonds 23,000,000 - 79,772,137 28,833,100 Noncurrent liabilities and deferred credits: Regulatory liability 18,094,859 18,648,961 Deferred income taxes 66,227,122 64,992,745 Unamortized investment tax credits 9,438,560 9,561,000 Postretirement benefits other than pensions 4,340,693 4,417,796 Other 4,818,926 4,999,937 102,920,160 102,620,439 Total Capitalization and Liabilities $622,072,494 $596,979,740 <footnote> See accompanying Notes to Financial Statements. STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1997 1996 Operating activities: Net income $5,773,717 $6,497,622 Adjustments to reconcile net income to cash flows: Depreciation and amortization 12,765,688 11,853,623 Pension income (362,600) (586,500) Deferred income taxes - net 458,423 767,409 Investment tax credit - net (122,440) (170,630) Allowance for equity funds used during construction - (305,753) Issuance of common stock for 401(k) plan 323,761 319,578 Other 35,876 34,912 Cash flows impacted by changes in: Receivables and accrued unbilled revenues 2,555,378 (1,922,753) Fuel, materials and supplies (806,097) (478,035) Prepaid expenses and deferred charges (1,127,756) (2,804,556) Accounts payable and accrued liabilities (3,287,533) (934,735) Customer deposits, interest and taxes accrued 4,726,569 4,280,850 Other liabilities and deferred credits 104,488 638,945 Net cash provided by operating activities 21,037,474 17,189,977 Investing activities: Construction expenditures (38,030,129) (22,730,571) Allowance for equity funds used during construction - 305,753 Net cash used in investing activities (38,030,129) (22,424,818) Financing activities: Proceeds from issuance of common stock 2,625,085 17,602,886 Dividends (11,774,499) (11,273,711) Repayment of first mortgage bonds (102,000) - Payment of debt issue costs (17,938) - Net issuances from short-term borrowings 26,500,000 (1,000,000) Net cash provided by financing activities 17,230,648 5,329,175 Net increase in cash and cash equivalents 237,993 94,334 Cash and cash equivalents at beginning of period 2,246,136 3,816,775 Cash and cash equivalents at end of period $2,484,129 $3,911,109 <footnote> See accompanying Notes to Financial Statements.1 NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Summary of Significant Accounting Policies The accompanying interim financial statements do not include all disclosures included in the annual financial statements and therefore should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 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 - Retained Earnings Balance at January 1, 1997 $51,340,554 Changes January 1 through March 31: Net Income 3,124,816 Quarterly cash dividends on common stock: $0.32 per share (5,263,459) Quarterly cash dividends on preferred stock: 8-1/8% cumulative - $0.203125 per share (507,813) 5% cumulative - $0.125 per share (48,772) 4-3/4% cumulative - $0.11875 per share (47,500) Total changes January 1 through March 31 (2,742,728) Balance April 1, 1997 48,597,826 Changes April 1 through June 30: Net Income 2,648,901 Quarterly cash dividends on common stock: $0.32 per share (5,302,870) Quarterly cash dividends on preferred stock: 8-1/8% cumulative - $0.203125 (507,812) 5% cumulative - $0.125 per share (48,773) 4-3/4% cumulative - $0.11875 per share (47,500) Total changes April 1 through June 30 (3,258,054) Balance June 30, 1997 $45,339,772 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, six-month and twelve-month periods ended June 30, 1997, compared to the same periods ended June 30, 1996. Operating Revenues and Kilowatt-Hour Sales Of the Company's total electric operating revenues during the second quarter of 1997, approximately 38% were from residential customers, 31% from commercial customers, 19% from industrial customers, 5% from wholesale on-system customers and 2% from wholesale off-system transactions. The remainder of such revenues were derived from miscellaneous sources. The percentage changes from the prior year in kilowatt-hour ("Kwh") sales and revenue by major customer class were as follows: Operating Kwh Sales Revenues Six Twelve Six Twelve Second Months Months Second Months Months Quarter Ended Ended Quarter Ended Ended Residential (7.6)% (6.3)% (3.9)% (6.0)% (4.4)% (2.5)% Commercial (3.1) (2.9) (1.1) (2.7) (2.3) (0.4) Industrial 2.2 3.1 5.9 0.9 2.4 5.4 Wholesale On- 2.1 2.3 4.2 (4.7) (2.5) 2.5 System Total System (2.6) (2.2) 0.0 (3.0) (2.0) 0.2 Continued mild temperatures in the Company's service territory during the second quarter of 1997 resulted in declines in both residential and commercial Kwh sales and revenue compared to the same period of 1996, when temperatures were above normal. Customer growth during the first half of 1997 has been at a slower rate than that experienced during the same period of 1996. Industrial Kwh sales and related revenues, which are not particularly weather-sensitive, were positively affected by continuing increases in business activity throughout the Company's service territory. On-system wholesale Kwh sales were up during the second quarter of 1997. Revenues associated with those sales, however, decreased as a result of the operation of the fuel adjustment clause applicable to these FERC regulated sales. This clause requires changes in fuel and purchased power costs to be passed through to customers. For the six and twelve months ended June 30, 1997, Kwh sales to and operating revenues from the Company's residential and commercial customers declined, reflecting the mild weather conditions experienced during the periods. Industrial sales continued to grow due to strong business activity in the Company's service territory. On August 30, 1996, the Company filed a request with the Missouri Public Service Commission for a general increase in rates for its Missouri electric customers in the amount of approximately $23.4 million, or 13.8%. A stipulated agreement was filed by the parties to the case on April 4, 1997, and amended on June 23, 1997. On July 17, 1997, the Commission issued a report and order approving an increase in rates in the amount of approximately $10.6 million, or 6.43% effective July 28, 1997. The amount approved did not include the Company's investment in Unit No. 2 at the Company's State Line Plant, as the Commission deemed that Unit No. 2 did not meet all of the nine specified in-service criteria. The Company filed an Application for Rehearing with the Commission on July 25, 1997, stating that the unit has now met all nine specified in-service criteria and has been in operation and supplying power to its customers and the wholesale power market since June 18, 1997. On August 6, 1997, the Company filed rates with the Commission designed to recover approximately $3.4 million, or 1.91% in revenues representing the Company's investment in State Line Unit No. 2. The Company in its application asked that the Missouri Commission not suspend the rates, and allow them to go into effect on September 5, 1997. Off-System Transactions In addition to sales to its own customers, the Company also sells power to other utilities to the extent it is available, and provides transmission service through its system for transactions between other energy suppliers. For the second quarter of 1997, revenues from such transactions amounted to approximately $1.5 million, compared with approximately $1.7 million during the second quarter of 1996. For the six months ended June 30, 1997, revenues from such off-system transactions were approximately $2.9 million, compared with approximately $3.1 million during the six months ended June 30, 1996. For the twelve months ended June 30, 1997, revenues from such off- system transactions were approximately $6.9 million, compared with approximately $6.5 million during the twelve months ended June 30, 1996. Operating Revenue Deductions During the second quarter of 1997, total operating expenses decreased approximately $1.1 million (4.0%) compared to the same period last year. Purchased power costs were down approximately $2.1 million (16.4%) during the second quarter of 1997. The amount of power the Company purchased during the second quarter of 1997 was significantly lower than that purchased during the same period last year, primarily due to lower customer demand due to the mild weather conditions discussed above and significantly increased generation by the Company's Asbury Plant. During the second quarter of 1996, the Asbury Plant was unavailable during an extended maintenance outage which lasted from March 22 until June 1, while the spring maintenance outage for the Asbury Plant during the second quarter of 1997 lasted five weeks as scheduled. Total fuel costs were approximately $0.6 million (8.7%) higher during the second quarter of 1997 due to the effects described above. Other operating expenses increased approximately $0.4 million (5.2%) during the second quarter, due primarily to higher production expenses. Maintenance and repairs expense decreased approximately $1.0 million (20.7%) during the period, primarily due to decreased levels of distribution system maintenance and decreased Asbury maintenance expenses as discussed above. Distribution system maintenance expenses were higher during the second quarter of 1996, primarily due to repairs associated with damage from a wind storm. Depreciation and amortization expense increased approximately $0.3 million (6.4%) during the second quarter of 1997 due to increased levels of plant and equipment placed in service. State Line Unit No. 2 was placed into commercial operation on June 18, 1997. Total income taxes declined due primarily to lower taxable income during the current period. Other taxes were down approximately $0.1 million (4.4%) during the quarter reflecting primarily decreased franchise taxes relating to lower revenues. For the six months ended June 30, 1997, total operating expenses were down approximately $1.0 million (1.9%) compared to the same period last year. Total purchased power costs decreased $0.6 million (2.7%) during the period, due primarily to lower customer demand due to the mild weather conditions discussed above and significantly increased generation by the Company's Asbury Plant. Total fuel costs decreased approximately $1.2 million (7.7%) during the six-month period. Fuel costs were lower during the period primarily due to significant decreases in generation by higher-cost, gas-fired combustion turbine units at the Company's Riverton Plant and Energy Center. These plants were not utilized to the extent they were during the same period last year due to greater availability of the Asbury Plant and the Company's Ozark Beach Hydro Plant in the current period. Other operating expenses during the six months ended June 30, 1997, increased approximately $0.8 million (5.5%) compared to the same period in 1996, due primarily to higher production expenses, general and administrative costs and increased customer account expenses. Maintenance and repairs expense, the total provision for income taxes and other taxes all decreased during the period for the same reasons as discussed in the second quarter results. During the twelve months ended June 30, 1997, total operating expenses decreased approximately $4.3 million (3.8%) compared to the year ago period. Excluding the one-time pre-tax charge of approximately $4.6 million in the third quarter of 1995 relating to the Company's voluntary early retirement program (the "VERP"), total operating expenses increased only $0.3 million (0.2%). Total purchased power costs were up approximately $3.1 million (7.1%). Purchased power costs were up during the period as it became more economical to purchase the energy rather than to generate with the Company's gas- fired combustion turbine units. Fuel costs decreased approximately $1.3 million (3.8%) during the twelve-month ending period, due primarily to the factors discussed for the six months ended June 30, 1997. Other operating expenses decreased approximately $1.6 million (4.8%) during the twelve months ended June 30, 1997, compared to the same period last year (excluding expenses related to the VERP), due primarily to lower general and administrative costs. During the twelve months ended June 30, 1996, the Company's general and administrative costs were higher in large part because of the legal proceeding relating to the complaint filed by Ahlstrom Development Corporation which concluded in November 1995, and the Company's Competitive Positioning Process. Maintenance and repair expense decreased approximately $0.7 million (5.1%) during the period, due primarily to the same factors discussed for the second quarter and six months ended June 30, 1997. Depreciation and amortization expense increased due to the additional plant and equipment placed in service. Total provision for income taxes increased during the period due to higher taxable income. Other taxes decreased during the period for the same reasons as discussed in the second quarter results. Nonoperating Items Total allowance for funds used during construction ("AFUDC") increased during each of the periods presented compared to prior year levels, reflecting higher levels of construction work in progress, particularly due to the construction of Unit No. 2 at the Company's State Line Plant. Interest income decreased during each of the periods ended June 30, 1997, reflecting lower balances of cash available for investment particularly due to increased levels of construction. Interest charges on first mortgage bonds increased during the periods due to additional issuances of the Company's first mortgage bonds. Commercial paper and other interest charges increased during the periods primarily due to increased usage of short-term debt to finance the Company's construction program. Earnings For the second quarter of 1997, earnings per share of common stock were $0.12 compared to $0.14 earned during the second quarter of 1996. Earnings per common share for the first six months of 1997 were $0.28 compared to $0.34 earned during the first six months of 1996. Earnings per share were down during the periods primarily due to decreased revenues resulting from mild weather conditions and increased first mortgage bond and short-term debt interest. Earnings per share also reflect increased levels of AFUDC and a greater number of common shares outstanding because of the Company's issuance of 880,000 shares of common stock in April 1996. For the twelve months ending June 30, 1997, earnings per share of common stock were $1.15 compared to $1.01 earned during the same period last year (after giving effect to the one-time charge related to the VERP, which reduced earnings for the twelve months ended June 30, 1996 by approximately $0.19 per share). Revenues which were virtually flat due to mild weather conditions were offset by slight increases in expenses discussed above (excluding the VERP), and increased first mortgage bond and short-term debt interest. Earnings per share also reflect increased levels of AFUDC and a greater number of common shares outstanding because of the Company's issuance of 880,000 shares of common stock in April 1996. LIQUIDITY AND CAPITAL RESOURCES The Company's construction-related expenditures totaled $22.3 million during the second quarter of 1997, compared to $12.9 million for the same period in 1996. For the six months ended June 30, 1997, construction-related expenditures totaled $38.0 million compared to $22.7 million for the same period in 1996. Approximately $7.1 million of construction expenditures during the second quarter of 1997 and approximately $10.0 million of construction expenditures during the first six months of 1997 were related to the construction of Unit No. 2 at the State Line Power Plant, which was placed in commercial operation on June 18, 1997. During the first six months of 1997, approximately 25% of construction expenditures and other funds requirements were satisfied internally from operations; the remainder was provided from 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 $55.3 million in 1997, including approximately $22.2 million for additions to the Company's distribution system to meet projected increases in customer demand and approximately $11.9 million for the completion of Unit No. 2 at the State Line Power Plant. The Company currently estimates that internally generated funds will provide at least one-half of the funds required for the remainder of its 1997 construction expenditures. As in the past, the Company intends to utilize short-term debt to finance the additional amounts needed for such construction and to repay such borrowings with internally generated funds and out of the proceeds of sales of public offerings of long-term debt or equity securities, including the sale of the Company's common stock pursuant to its Dividend Reinvestment Plan and Employee Stock Purchase Plan. The Company will continue to utilize short-term debt as needed to support normal operations or other temporary requirements. FORWARD LOOKING STATEMENTS Certain matters discussed in this quarterly report are "forward- looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Such statements address future plans, objectives, expectations and events or conditions concerning various matters such as capital expenditures, earnings, rate and other regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those currently anticipated in such statements, by reason of factors such as the cost and availability of purchased power and fuel; the outcome of the Company's pending electric rate case in Missouri; electric utility restructuring, including ongoing state and federal activities; future economic conditions; legislation; regulation; competition; and other circumstances affecting anticipated rates, revenues and costs. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. (a) The annual meeting of Common Stockholders was held on April 24, 1997. (b) The following persons were re-elected Directors of the Company to serve until the 2000 Annual Meeting of Stockholders: R. D. Hammons (12,910,996 votes for; 205,779 withheld authority). J. R. Herschend (12,907,491 votes for; 209,284 withheld authority). M. W. McKinney (12,961,521 votes for; 155,253 withheld authority). M. M. Posner (12,954,521 votes for; 162,254 withheld authority). The term of office as Director of the following other Directors continued after the meeting: V. E. Brill, M. F. Chubb, R. C. Hartley, F. E. Jeffries, R. L. Lamb and R. E. Mayes. No other matters were acted on by the shareholders at the meeting. Item 5. Other Information. At June 30, 1997, the ratio of earnings to fixed charges, and the ratio of earnings to combined fixed charges and preferred stock dividend requirements, were 2.89x and 2.39x, respectively. See Exhibit (12) hereto. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. (12) Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements. (27) Financial Data Schedule. (b) No reports on Form 8-K were filed during the second quarter of 1997. 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 August 8, 1997