FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ IOWA-ILLINOIS GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Illinois 42-0673189 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 206 East Second Street, Davenport, Iowa 52801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (319) 326-7111 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 and 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 the filing requirements for the past 90 days. Yes X No ____ Common shares outstanding at March 31, 1994 29,344,012 Part I. Quarterly Financial Information IOWA-ILLINOIS GAS AND ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF INCOME First Quarter Ended March 31 1994 1993 (In thousands, except per share amounts) (Unaudited) OPERATING REVENUES Electric $84,608 $76,347 Gas 100,256 85,523 184,864 161,870 OPERATING EXPENSES AND TAXES Operation- Cost of gas sold 75,040 61,980 Cost for fuel, energy and capacity 20,174 14,662 Other operation 27,197 22,800 Maintenance 12,028 9,219 Provision for depreciation 15,383 14,469 Depreciation and equity funds recovered under Louisa Phase-In Clause - 1,185 Income taxes 6,935 7,957 Property and other taxes 9,303 9,286 166,060 141,558 OPERATING INCOME 18,804 20,312 OTHER INCOME InterCoast Energy Company - Oil and gas revenues 15,775 11,621 Other income 9,625 8,612 Expenses, including interest and provision for income taxes (21,692) (15,552) Net income of InterCoast Energy Company 3,708 4,681 Allowance for equity funds used during construction 176 - Miscellaneous 332 (400) 4,216 4,281 INCOME BEFORE UTILITY INTEREST CHARGES 23,020 24,593 UTILITY INTEREST CHARGES Interest on long-term debt 5,860 6,236 Other interest expense 285 395 Allowance for borrowed funds used during construction (215) (289) 5,930 6,342 NET INCOME 17,090 18,251 PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS 1,203 1,253 NET INCOME ON COMMON SHARES $15,887 $16,998 AVERAGE COMMON SHARES OUTSTANDING 29,349 29,329 NET INCOME PER AVERAGE COMMON SHARE OUTSTANDING $0.54 $0.58 CASH DIVIDENDS DECLARED AND PAID PER COMMON SHARE $0.4325 $0.4325 <FN> The accompanying notes to consolidated financial statements are an intergral part of t -1- IOWA-ILLINOIS GAS AND ELECTRIC COMPANY CONSOLIDATED BALANCE SHEETS 3-31-94 12-31-93 (In thousands, share amoun PROPERTY AND OTHER ASSETS (Unaudi UTILITY PLANT, at original cost Electric $1,279,700 $1,279,700 ******** ********* Gas 273,847 271,342 1,553,547 1,551,042 ********* Less--Accumulated provision for depreciation 613,116 605,708 940,431 945,334 Nuclear fuel, net of accumulated amortization 26,109 25,120 Construction work in progress 29,381 22,791 995,921 993,245 CURRENT ASSETS Cash and cash equivalents 15,964 17,844 Accounts receivable, less reserves of $1,269 and $1,165 44,105 43,389 Accrued unbilled revenues 20,925 22,182 Inventories 22,480 35,597 Deferred gas expense 8 5,794 Other 14,194 18,246 117,676 143,052 INVESTMENTS InterCoast Energy Company 518,294 501,829 Nuclear decommissioning trust fund 42,527 39,470 Corporate-owned life insurance 12,353 12,836 573,174 554,135 OTHER ASSETS Regulatory assets 94,454 92,828 Other 10,397 10,303 104,851 103,131 1,791,622 1,793,563 ********* CAPITALIZATION AND LIABILITIES CAPITALIZATION COMMON SHAREHOLDERS' EQUITY Common shares--authorized 80,000,000 shares--outstanding 29,344,012 and 29,352,173 shares stated at 280,009 280,009 Retained earnings 222,532 219,371 Other 3,005 32 505,546 499,412 PREFERRED SHARES--authorized 400,000 shares, cumulative --outstanding 198,288 shares not subject to mandatory redemption 19,829 19,829 PREFERENCE SHARES--authorized 2,386,250 shares, cumulative --outstanding 500,000 shares subject to mandatory redemption 50,000 50,000 LONG-TERM DEBT First Mortgage Bonds 323,655 323,625 Pollution Control Obligations 48,277 48,275 InterCoast Energy Company 255,000 242,500 626,932 614,400 TOTAL CAPITALIZATION 1,202,307 1,183,641 ********* CURRENT LIABILITIES Notes payable 23,000 31,000 Debt redeemable within one year 59,232 59,232 Accounts payable 27,258 44,847 Accrued taxes 28,339 24,913 Accrued interest 9,789 11,413 Accrued gas expense 21,781 11,745 Other 6,112 18,322 175,511 201,472 OTHER LIABILITIES Capital lease obligations 9,913 10,036 Accumulated provision for nuclear decommissioning 42,527 39,470 Other 44,505 42,984 96,945 92,490 ACCUMULATED DEFERRED INCOME TAXES 276,044 274,605 ACCUMULATED DEFERRED INVESTMENT TAX CREDITS 40,815 41,355 $1,791,622 $1,793,563 ****** ********* <FN> The accompanying notes to consolidated financial statements are an integral part of these statem - - -2- IOWA-ILLINOIS GAS AND ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31 1994 1993 (In thousands) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income $17,090 $18,251 Adjustments to reconcile net income to net cash from operating activities - Depreciation 16,382 15,728 Depletion 4,272 2,993 Depreciation and equity funds recovered under Louisa Phase-In Clause - - - 1,185 Nuclear fuel amortization 2,213 2,589 Deferred income taxes, net (543) 1,194 Tax credits, net (540) (563) Net gain on disposition of securities (528) (1,620) Allowance for equity funds used during constr (176) - - Changes in current assets and liabilities Accounts receivable (716) 2,100 Accrued unbilled revenues 1,257 2,455 Inventories 13,117 15,330 Deferred and accrued gas expense 15,822 11,396 Accounts payable (17,688) 1,062 Accrued taxes 3,426 2,574 Other current assets and liabilities (9,767) (13,943) Energy-efficiency program cost deferrals, net (1,993) (1,511) Other (1,459) (2,241) Net cash from operating activities 40,169 56,979 CASH FLOWS FROM INVESTING ACTIVITIES Utility plant expenditures (14,852) (14,666) Nuclear fuel expenditures (3,202) (5,582) Allowance for equity funds used during construction 176 - - Nuclear decommissioning trust fund (2,186) (1,960) Oil and gas investments (4,641) (7,267) Purchase of investments (19,725) (35,301) Sale of investments 9,958 21,947 Other 1,893 570 Net cash from investing activities (32,579) (42,259) CASH FLOWS FROM FINANCING ACTIVITIES Long-term debt issued - - - 75,865 Long-term borrowings of InterCoast Energy Company - Increase in unsecured revolving credit facility 12,500 4,500 Decrease in short-term borrowings (8,000) (22,500) Dividends paid (13,940) (11,706) Issuance expense (30) (508) Net cash from financing activities (9,470) 45,651 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (1,880) 60,371 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 17,844 20,827 CASH AND CASH EQUIVALENTS AT END OF PERIOD $15,964 $81,198 SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the periods for - Interest (net of amounts capitalized) $13,795 $13,875 Income taxes 15 7 <FN> The accompanying notes to consolidated financial statements are an integral part of t -3- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (a) The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The statements reflect all adjustments which are, in the Company's opinion, necessary for a fair statement of the results for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. Certain 1993 amounts have been reclassified to conform to the current year presentation. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in the latest annual report on Form 10-K. (b) On May 3, 1993, the Company filed revised electric rates with the Iowa Utilities Board (IUB) designed to increase annual electric revenues by approximately $13.5 million (7.5%) and to provide for any increase in the federal corporate income tax rate ultimately enacted. A temporary annual rate increase of $6.8 million (3.8%) was implemented July 26, 1993. Final rates at the $6.8 million increase level became effective April 15, 1994. (c) In April 1992, the Federal Energy Regulatory Commission (FERC) issued Order No. 636, directing a restructuring by interstate pipeline companies for their natural gas sales and transportation services. The FERC Order contemplated that transitional gas supply realignment costs related to this restructuring may be billed by interstate pipelines to their customers. The amount of transition costs which the FERC may ultimately authorize the pipelines to bill the Company is estimated to be $35 to $50 million. The Illinois Commerce Commission has allowed the Company to include provisions for such costs in its customer billings. Two intervenors have sought rehearing. Provisions for such costs are also being included in customer billings in Iowa. (d) The allowance for funds used during construction (AFUDC) includes the costs of equity and borrowed funds used to finance construction which are capitalized in accordance with rules prescribed by the Federal Energy Regulatory Commission (FERC). The FERC's Uniform System of Accounts defines AFUDC as the net cost of borrowed funds used for construction and a reasonable rate to reflect the costs of other funds so used. In the first three months of 1994 and 1993, AFUDC rates were 6.2% and 3.5%, respectively, compounded semi-annually. Under FERC rules, if average short-term debt outstanding exceeds construction work in progress (CWIP), all CWIP is assumed to have been financed with short-term debt. This was the condition in 1993. While currently capitalized AFUDC does not represent a current source of cash, it does represent a basis for future sources of cash through the inclusion in rates of depreciation charges and allowance for returns on investment. (e) On January 1, 1994, the Company adopted Statement of Financial Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115). Under this statement, InterCoast Energy Company (InterCoast), the Company's wholly owned non-regulated subsidiary, investments in debt and marketable equity securities are reported at fair value with net unrealized gains and losses reported as a net of tax amount in a separate component of shareholders' equity until realized. The adoption of SFAS 115 did not have a material effect on financial position or results of operations. (f) The Company is investigating five properties currently owned by the Company which were, at one time, sites of gas manufacturing plants. The purpose of these investigations is to determine whether waste materials are present, whether such materials constitute an environmental or health risk, and whether the Company has any responsibility for remedial action. One site is located in Illinois and four sites are located in Iowa. With regard to the Illinois property, the Company has signed a working agreement with the Illinois Environmental Protection Agency to perform further investigation to determine whether waste materials are present and, if so, whether such materials constitute an environmental or health risk. At March 31, 1994, an estimated liability of $3.3 million has been recorded for litigation, investigation and remediation related to the Illinois site. A regulatory asset has been recorded reflecting anticipated cost recovery through rates in Illinois. With regard to the Iowa sites, no agreement or consent order has been negotiated to perform any site investigations or remediation. The Company has recorded a $4 million estimated liability for the Iowa sites. A regulatory asset has been recorded based on the current regulatory treatment of comparable costs in Iowa. The estimated recorded liabilities for these properties are based upon preliminary data. Thus, actual costs could vary significantly from the estimates. In addition, insurance recoveries for some or all of the costs may be possible, but the liabilities recorded have not been reduced by any estimate of such recoveries. Although the timing of incurred costs, recoveries and the inclusion of provision for such costs in rates may affect the results of operations in individual periods, management believes that the outcome of these issues will not have a material adverse effect on the Company's financial position or results of operations. Clean Air Act legislation was signed into law in November 1990 and U.S. Environmental Protection Agency rulemaking proceedings are underway. The Company has four jointly and one wholly owned coal-fired generating stations which represent approximately 65% of the Company's electric generating capability. Each of these facilities will be impacted to varying degrees by the legislation. Only one unit at the wholly owned generating station, representing approximately 10% of the Company's electric generating capability, will be impacted by the emission reduction requirements effective in 1995. Beginning in 1995, this unit will be required to hold allowances, issued by the federal government, in order to emit sulfur dioxide. The compliance strategy for this unit includes modifications to allow for burning low sulfur coal, modifications for nitrogen oxide control and installation of a new emission monitoring system. The Company's remaining construction expenditures relative to this work are estimated to be $5.4 million. The four generating stations not affected until 2000 already burn low sulfur coal, so additional capital costs will not be incurred for sulfur dioxide emission reduction requirements. Beginning in 2000, these stations will be required to hold allowances, issued by the federal government, in order to emit sulfur dioxide. Installation of low nitrogen oxide burners is required at one of these facilities and existing emission monitoring systems at all four facilities will require upgrading. The Company's remaining construction cost for this work is estimated to be $2.1 million. It is anticipated that any costs incurred by the Company to comply with the Clean Air Act legislation would be included in the cost of service on which the Company's rates for utility service are based. (g) Expenses of InterCoast include interest expense as follows: March 31 1994 1993 Three Months Ended. . . .$ 6,241,000 $ 5,924,000 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Operating Revenues Electric revenues increased in the first quarter of 1994 compared to the first quarter of 1993 primarily due to increased sales for resale and increased revenues reflecting higher rates. A temporary annual electric rate increase in Iowa of $6.8 million was implemented July 26, 1993. Final rates at the $6.8 million increase level became effective April 15, 1994. On July 28, 1993, an annual electric rate increase in Illinois of $9.6 million became effective following Illinois Commerce Commission (ICC) approval. On January 15, 1994, an additional electric increase of $230,000 related to the increase in the federal corporate income tax rate became effective on rehearing. Also on rehearing, the ICC approved a rate rider which permits the Company to recover costs of investigation, remediation and litigation relating to former manufactured gas plant sites. In addition, on January 1, 1994, nuclear decommissioning costs included in customer billings through a rate rider were increased by $1.2 million annually. Increased revenues collected through rate riders relating to former manufactured gas plant sites and nuclear decommissioning will not affect net income due to a corresponding increase in costs. The previously mentioned rate increases were partially offset by a $1.5 million decrease in revenues for the first quarter of 1994 reflecting the expiration of the Company's Louisa Phase-In Clause on June 30, 1993. Revenues also increased in the first quarter of 1994 compared to the first quarter of 1993 due to increased fuel and energy costs billings to retail customers. Variations in fuel and energy cost billings reflect corresponding changes in fuel and purchased energy costs and, thus, do not affect net income. The changes in electric revenues are shown below: Revenue Increase (Decrease) First Quarter 1994 to First Quarter 1993 (In thousands) Change in Retail Fuel and Energy Adjustment Clause Billings $ 1,700 Change in Sales for Resale 3,900 Change Due to the Effect of Higher Rates 2,700 $ 8,300 Gas revenues increased in the first quarter of 1994 compared to the first quarter of 1993. The principal factors contributing to the increase were higher purchased gas cost billings, increased sales volumes reflecting temperatures which were 5% colder than the first quarter of 1993 (when measured by heating degree days) and higher rates. Variations in purchased gas cost billings reflect corresponding changes in cost of gas sold and, thus, do not affect net income. On July 28, 1993, an annual gas rate increase in Illinois of $2 million became effective following ICC approval. On January 15, 1994, an additional gas increase of $49,000 related to the increase in the federal corporate income tax rate became effective on rehearing. As noted previously, also on rehearing, the ICC approved a rate rider which permits the Company to recover costs of investigation, remediation and litigation relating to former manufactured gas plant sites. The changes in gas revenue are shown below: Revenue Increase (Decrease) First Quarter 1994 to First Quarter 1993 (In thousands) Change in Purchased Gas Adjustment Clause Billings $ 7,400 Change in Unit Sales 6,700 Change Due to the Effect of Higher Rates 600 $14,700 Operation Cost of gas sold increased in the first quarter of 1994 compared to the first quarter of 1993 primarily due to increased purchased gas costs from suppliers and higher gas purchases in the first quarter of 1994. Changes in the cost of electric fuel, energy and capacity reflect fluctuations in generation mix, fuel cost and energy and capacity purchases. Increased fuel, energy and capacity costs in the first quarter of 1994 compared to the first quarter of 1993 are primarily due to increased average unit fuel and energy costs and increased total sales. Other operation and maintenance increased in the first quarter of 1994 compared to the first quarter of 1993 primarily due to increased costs at the Quad-Cities Nuclear Power Station. Depreciation and Equity Funds Recovered Under Louisa Phase-In Clause The decrease in the amount recovered under the Louisa Phase- In Clause in the first quarter of 1994 compared to the first quarter of 1993 reflects the expiration of the Louisa Phase-In Clause on June 30, 1993. Oil and Gas Revenues of InterCoast Energy Company Oil and gas revenues of InterCoast increased in the first quarter of 1994 compared to the first quarter of 1993 primarily due to higher production volumes reflecting additional acquired reserves and higher gas prices, partially offset by lower oil prices. Other Income of InterCoast Energy Company Other income of InterCoast increased in the first quarter of 1994 compared to the first quarter of 1993 primarily due to greater income from special purpose funds, partially offset by decreased gains on the disposition of marketable securities. Expenses of InterCoast Energy Company Expenses of InterCoast increased in the first quarter of 1994 compared to the first quarter of 1993 primarily due to greater oil and gas expenses. Allowance for Funds Used During Construction The increase in the total allowance for the first quarter of 1994 compared to first quarter of 1993 is primarily due to a higher AFUDC rate, 6.2% compared to 3.5%. Under FERC rules, if average short-term debt outstanding exceeds construction work in progress (CWIP), all CWIP is assumed to have been financed with short-term debt. This was the condition in 1993. LIQUIDITY AND CAPITAL RESOURCES The Company's current utility construction program forecast calls for expenditures of $87.6 million in 1994. Approximately 65% of these expenditures are expected to be met from cash generated from operations. The Company's utility capital requirements for the years 1994-1998 include budgeted construction expenditures of $319.6 million, expected contributions to nuclear decommissioning trust funds of $45.7 million and maturities, sinking funds and redemptions related to long-term debt of $98.2 million. At March 31, 1994 and December 31, 1993, the Company had $23 million and $31 million, respectively, of outstanding short-term commercial paper notes. In April 1992, the FERC issued Order No. 636, directing a restructuring by interstate pipeline companies for their natural gas sales and transportation services. The FERC Order contemplated that transitional gas supply realignment costs related to this restructuring may be billed by interstate pipelines to their customers. The amount of transition costs which the FERC may ultimately authorize the pipelines to bill the Company is estimated to be $35 to $50 million. The Company expects to be allowed to include provisions for such costs in its customer billings. The Company is investigating five properties currently owned by the Company which were, at one time, sites of gas manufacturing plants. The purpose of these investigations is to determine whether waste materials are present, whether such materials constitute an environmental or health risk, and whether the Company has any responsibility for remedial action. One site is located in Illinois and four sites are located in Iowa. With regard to the Illinois property, the Company has signed a working agreement with the Illinois Environmental Protection Agency to perform further investigation to determine whether waste materials are present and, if so, whether such materials constitute an environmental or health risk. At March 31, 1994, an estimated liability of $3.3 million has been recorded for litigation, investigation and remediation related to the Illinois site. A regulatory asset has been recorded reflecting anticipated cost recovery through rates in Illinois. With regard to the Iowa sites, no agreement or consent order has been negotiated to perform any site investigations or remediation. The Company has recorded a $4 million estimated liability for the Iowa sites. A regulatory asset has been recorded based on the current regulatory treatment of comparable costs in Iowa. The estimated recorded liabilities for these properties are based upon preliminary data. Thus, actual costs could vary significantly from the estimates. In addition, insurance recoveries for some or all of the costs may be possible, but the liabilities recorded have not been reduced by any estimate of such recoveries. Although the timing of incurred costs, recoveries and the inclusion of provision for such costs in rates may affect the results of operations in individual periods, management believes that the outcome of these issues will not have a material adverse effect on the Company's financial position or results of operations. Clean Air Act legislation was signed into law in November 1990 and U.S. Environmental Protection Agency rulemaking proceedings are underway. The Company has four jointly and one wholly owned coal-fired generating stations which represent approximately 65% of the Company's electric generating capability. Each of these facilities will be impacted to varying degrees by the legislation. Only one unit at the wholly owned generating station, representing approximately 10% of the Company's electric generating capability, will be impacted by the emission reduction requirements effective in 1995. Beginning in 1995, this unit will be required to hold allowances, issued by the federal government, in order to emit sulfur dioxide. The compliance strategy for this unit includes modifications to allow for burning low sulfur coal, modifications for nitrogen oxide control and installation of a new emission monitoring system. The Company's remaining construction expenditures relative to this work are estimated to be $5.4 million. The four generating stations not affected until 2000 already burn low sulfur coal, so additional capital costs will not be incurred for sulfur dioxide emission reduction requirements. Beginning in 2000, these stations will be required to hold allowances, issued by the federal government, in order to emit sulfur dioxide. Installation of low nitrogen oxide burners is required at one of these facilities and existing emission monitoring systems at all four facilities will require upgrading. The Company's remaining construction cost for this work is estimated to be $2.1 million. It is anticipated that any costs incurred by the Company to comply with the Clean Air Act legislation would be included in the cost of service on which the Company's rates for utility service are based. The forecasted 1994 capital expenditures for InterCoast are approximately $82.6 million. Actual expenditures are dependent on overall InterCoast performance and general market conditions. InterCoast's aggregate amounts of maturities and cash sinking fund requirements for long-term debt outstanding at March 31, 1994 are $59 million for 1994 and $269 million for the years 1994-1998. Amounts due in 1994 are expected to be refinanced with debt instruments and operating cash flow. In January 1994, InterCoast renegotiated its unsecured revolving credit facility agreement. The renegotiation increased the amount of capital available from $65 million to $110 million. The amended credit agreement matures February 14, 1996. Borrowings under this agreement may be on a fixed rate, floating rate or competitive bid rate basis. All such borrowings are without recourse to the parent Company. Borrowings at March 31, 1994 were $57 million at a weighted average interest cost of 4.3%. Part II - Other Information Item 5. Other Events Rate Matters See Note (b) to the Consolidated Financial Statements contained in Part I of this Form 10-Q for a discussion of an Iowa electric rate filing. Federal Gas Transition Costs See Note (c) to the Consolidated Financial Statements contained in Part I of this Form 10-Q for a discussion of federal gas transition costs related to Federal Energy Regulatory Commission Order No. 636. Environmental Matters See Note (f) to the Consolidated Financial Statements contained in Part I of this Form 10-Q for a discussion related to manufactured gas plant sites and Clean Air Act legislation. Common Shares On April 22, 1994, the Company filed a Registration Statement for its new Dividend Reinvestment and Share Purchase Plan. This Plan provides for the issuance of new shares with dividends reinvested and with optional cash investments by shareholders, effective with the June 1, 1994 dividend. The additional cash obtained is expected to be used to fund current and future utility construction expenditures. Previously, shares for the Company's Dividend Reinvestment Plan were purchased on the open market. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description of Document 23.A Consent of Deloitte & Touche 23.B Consent of Arthur Andersen & Co. (b) Reports on Form 8-K - None 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. Iowa-Illinois Gas and Electric Company (Registrant) Date: April 29, 1994 By /s/ L. E. Cooper L. E. Cooper Vice President-Finance (Chief Financial Officer) Date: April 29, 1994 By /s/ K. M. Giger K. M. Giger Secretary and Treasurer