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, 1996
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 0-368
OTTER TAIL POWER COMPANY
(Exact name of registrant as specified in its charter)
Minnesota 41-0462685
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 South Cascade Street, Box 496, Fergus Falls, Minnesota 56538-0496
(Address of principal executive offices) (Zip Code)
218-739-8200
(Registrant's telephone number, including area code)
(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:
August 1, 1996 - 11,180,136 Common Shares ($5 par value)
OTTER TAIL POWER COMPANY
INDEX
Part I. Financial Information Page No.
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1996 (Unaudited)
and December 31, 1995 2 & 3
Consolidated Statements of Income - Three and Six
Months Ended June 30, 1996 and 1995 (Unaudited) 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1996 and 1995 (Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited) 6 & 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7, 8, 9 & 10
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
Part I. Financial Information
Item 1. Financial Statements
Otter Tail Power Company
Consolidated Balance Sheets
-Assets-
June 30, December 31,
1996 1995
(Unaudited)
(Thousands of dollars)
Plant:
Electric plant in service $720,358 $715,305
Subsidiary companies 78,122 54,266
________ ________
Total 798,480 769,571
Less accumulated depreciation and amortization 320,806 308,174
________ ________
477,674 461,397
Construction work in progress 27,105 16,285
________ ________
Net plant 504,779 477,682
________ ________
Investments 16,108 12,716
________ ________
Intangibles -- net 21,663 18,902
________ ________
Other assets 6,784 7,732
________ ________
Current assets:
Cash and cash equivalents 1,444 1,867
Temporary cash investments 48 2,208
Accounts receivable:
Trade - net 37,662 31,184
Other 5,929 8,276
Materials and supplies:
Fuel 3,395 3,322
Inventory, materials and operating supplies 21,724 19,408
Deferred income taxes 4,141 3,754
Accrued utility revenues 2,995 4,328
Other 7,271 4,427
________ ________
Total current assets 84,609 78,774
________ ________
Deferred debits:
Unamortized debt expense and reacquisition premiums 4,447 4,687
Regulatory assets 5,584 5,727
Other 1,483 2,976
________ ________
Total deferred debits 11,514 13,390
________ ________
Total $645,457 $609,196
======== ========
See accompanying notes to consolidated financial statements
- 2 -
Otter Tail Power Company
Consolidated Balance Sheets
-Liabilities-
June 30, December 31,
1996 1995
(Unaudited)
(Thousands of dollars)
Capitalization
Common shares, par value $5 per share - authorized
25,000,000 shares; outstanding 1996 and 1995,
11,180,136 shares $55,901 $55,901
Premium on common shares 30,335 30,335
Retained earnings 102,777 98,006
________ ________
Total 189,013 184,242
Cumulative preferred shares - authorized 1,500,000
shares without par value; outstanding 1996
and 1995, 388,311 shares:
Subject to mandatory redemption 18,000 18,000
Other 20,831 20,831
Cumulative preference shares - authorized 1,000,000
shares without par value; outstanding - none -- --
Long-term debt 181,519 168,261
________ ________
Total capitalization 409,363 391,334
________ ________
Current liabilities
Short-term debt 12,750 --
Sinking fund requirements and current maturities 24,798 13,733
Accounts payable 26,275 27,828
Accrued salaries and wages 2,724 3,703
Federal and state income taxes accrued 1,878 393
Other taxes accrued 8,697 11,356
Interest accrued 3,603 3,509
Other 5,593 6,752
________ ________
Total current liabilities 86,318 67,274
________ ________
Noncurrent liabilities 13,727 13,498
________ ________
Deferred credits
Accumulated deferred income taxes 99,217 99,398
Accumulated deferred investment tax credit 20,407 20,994
Regulatory liabilities 14,119 14,500
Other 2,306 2,198
________ ________
Total deferred credits 136,049 137,090
________ ________
Total $645,457 $609,196
======== ========
See accompanying notes to consolidated financial statements
-3-
Otter Tail Power Company
Consolidated Statements of Income
(Unaudited)
Three months ended Six months ended
June 30 June 30
1996 1995 1996 1995
(Thousands of dollars) (Thousands of dollars)
Operating revenues
Electric $44,787 $47,906 $101,818 $103,632
Health services 17,056 9,775 27,071 24,883
Manufacturing 15,628 8,065 29,978 15,875
Other business operations 12,117 8,061 19,111 13,380
_________ _________ _________ _________
Total operating revenues 89,588 73,807 177,978 157,770
Operating expenses
Production fuel 7,009 7,770 15,601 16,982
Purchased power 5,390 7,724 12,497 15,504
Electric operation expenses 12,806 12,039 26,112 24,346
Electric maintenance 3,072 2,829 6,367 5,783
Cost of goods sold 31,012 15,712 52,674 33,272
Other nonelectric expenses 9,338 7,239 16,435 14,690
Depreciation and amortization 5,608 5,451 11,169 10,872
Property taxes 3,061 2,956 5,999 6,012
Income taxes 2,997 3,515 8,850 9,139
_________ _________ _________ _________
Total operating expenses 80,293 65,235 155,704 136,600
_________ _________ _________ _________
Operating income 9,295 8,572 22,274 21,170
Allowance for equity (other) funds used
during construction 81 4 143 6
Other income and deductions
and applicable taxes 596 374 1,278 173
_________ _________ _________ _________
Income before interest charges 9,972 8,950 23,695 21,349
Interest charges 4,087 3,668 7,851 7,402
Allowance for borrowed funds used
during construction - credit (95) (55) (168) (97)
_________ _________ _________ _________
Net income 5,980 5,337 16,012 14,044
Preferred dividend requirements 589 590 1,179 1,179
_________ _________ _________ _________
Earnings available for common shares $5,391 $4,747 $14,833 $12,865
========= ========= ========= =========
Earnings per average common share $0.48 $0.42 $1.33 $1.15
========= ========= ========= =========
Average number of common shares outstanding 11,180,136 11,180,136 11,180,136 11,180,136
Dividends per common share $0.45 $0.44 $0.90 $0.88
See accompanying notes to consolidated financial statements
-4-
Otter Tail Power Company
Consolidated Statements of Cash Flows
(Unaudited)
Six months ended
June 30,
1996 1995
(Thousands of dollars)
Cash flows from operating activities:
Net income $16,012 $14,044
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation and amortization 16,242 14,098
Deferred investment tax credit - net (588) (588)
Deferred income taxes (1,424) 534
Change in deferred debits and other assets 4,109 2,566
Change in noncurrent liabilities and deferred credits (779) 2,346
Allowance for equity (other) funds used during construction (143) (6)
(Gain)/Loss on disposal of noncurrent assets (8) 795
Cash provided by (used for) current assets & current liabilities:
Change in receivables, materials and supplies (3,565) 2,259
Change in other current assets (1,332) (598)
Change in payables and other current liabilities (3,630) (7,676)
Change in interest and income taxes payable 1,288 (1,153)
________ ________
Net cash provided by operating activities 26,182 26,621
Cash flows from investing activities:
Gross capital expenditures (28,192) (17,708)
Proceeds from disposal of noncurrent assets 1,294 1,635
Purchase of businesses, net of cash acquired (7,859) (1,634)
Change in temporary cash investments 2,160 34
Change in marketable securities and other investments (4,926) (3,121)
________ ________
Net cash used in investing activities (37,523) (20,794)
Cash flows from financing activities:
Change in short-term debt - net 12,750 4,250
Proceeds from issuance of long-term debt 53,643 23,380
Payments for retirement of long-term debt (44,234) (23,158)
Dividends paid (11,241) (11,018)
________ ________
Net cash provided by (used in) financing activities 10,918 (6,546)
Net change in cash and cash equivalents (423) (719)
Cash and cash equivalents at beginning of year 1,867 1,852
________ ________
Cash and cash equivalents at March 31 $1,444 $1,133
======== ========
Supplemental cash flow information
Cash paid for interest and income taxes:
Interest (net of amount capitalized) $7,452 $6,486
Income taxes $9,591 $9,590
See accompanying notes to consolidated financial statements
-5-
OTTER TAIL POWER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company, in its opinion, has included all adjustments (including normal
recurring accruals) necessary for a fair presentation of the results of
operations for the periods. The financial statements for 1996 are subject to
adjustment at the end of the year when they will be audited by independent
accountants. The financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the years ended
December 31, 1995, 1994, and 1993 included in the Company's 1995 Annual
Report to the Securities and Exchange Commission on Form 10-K. Because of
seasonal and other factors, the earnings for the three-month and six-month
periods ended June 30, 1996, should not be taken as an indication of
earnings for all or any part of the balance of the year.
On February 1, 1996, a subsidiary of the Company acquired a Montana-based
supplier of X-ray supplies and accessories. On April 1, 1996 a Company
subsidiary closed on the purchase of a mobile medical diagnostic services
company located in Bemidji, Minnesota. On June 1, 1996, the FCC approved
the acquisition of two radio stations in the Fargo, ND--Moorhead, MN market
by a Company subsidiary. FCC approval of the acquisition of a third radio
station in that market was still pending as of August 1, 1996. The
Company s telecommunications subsidiary acquired a cable TV system serving
the community of Milbank, SD on July 1, 1996. These completed and pending
acquisitions will be accounted for under the purchase method of accounting.
The total price for the completed acquisitions was $8.9 million. The
combined revenues of the acquired companies totaled approximately $24.3
million in 1995.
On August 8, 1996, the Company s telecommunications subsidiary signed a
letter of intent to acquire The Peoples Telephone Company ("Peoples") of
Bigfork, MN, subject to negotiation of a definitive purchase agreement,
completion of a due diligence investigation, and approval by regulatory
authorities and by the Boards of Directors of both companies. Peoples,
with 1,862 access lines serving five communities in northern Minnesota, had
1995 revenues of $1.5 million. The Company anticipates that, if completed,
this business combination will be accounted for under the pooling of
interests method.
Quadrant Co. continues to provide primary service to one of its two steam
customers under an agreement which can be terminated by either party upon
one year's prior written notice. Quadrant is currently providing backup
service to its other steam customer under an agreement that commenced on
June 1, 1996 and terminates on May 31, 1998, subject to earlier termination
by either party upon 90 days' written notice. Quadrant also continues to
burn municipal solid waste for five Minnesota counties under contracts
which expire in September of 1996. In the second quarter of 1996 Quadrant
was informed by two of the counties, representing about 30% of the waste
volume, that they would not continue to burn waste at Quadrant after the
expiration of the current contracts.
Quadrant is in the process of negotiating a new waste incineration agreement
with the representative of the remaining counties. Proposals for a new
agreement provide for mitigation of the reduction in the volume of waste
processed due to the loss of two counties. New pollution rules for
Minnesota municipal waste incinerators have recently been issued. The impact
of these rules on Quadrant Co. operations is currently being evaluated. The
costs to comply with new pollution rules combined with a decline in future
revenues from decreased steam sales and the loss of two waste customers
threaten the economic viability of the plant, which had a net undepreciated
book value of approximately $3.5 million on June 30, 1996.
A letter of credit established in September of 1995 providing for $3.5
million in capital commitment payments to a limited liability company and
set to expire on August 1, 1996, has been extended to February 1, 1997.
Management expects the remaining commitment, $2.2 million at June 30, 1996,
to be drawn by December 31, 1996.
Under Statement of Financial Accounting Standards No. 87, employers are
required to recognize liabilities and expenses associated with pension plans
based on actuary valuations. In the second quarter of 1996, the Company
requested restated actuary reports for its Executive Survivor and
Supplemental Retirement Program amended July 1, 1994, based on revised
assumptions regarding expected retirement age and projected benefits under
the July 1, 1994 plan amendment, which expanded the plan to include non-
officer upper level management employees. The restatement will result in a
one-time expense adjustment of $2.59 million for the year 1996, along with a
$711,000 reduction in the $1,426,000 additional minimum liability reflected
on the Company s December 31, 1995 balance sheet. The Company recognized
$863,000 of the expense adjustment as additional operating expense in the
second quarter of 1996.
Under Statement of Financial Accounting Standards No. 106 (SFAS106),
employers are required to accrue the expected cost of providing
postretirement benefits other than pensions during the years qualifying
employees provide service to the employer. During the second quarter of
1996 actuary valuations for postretirement benefits other than pensions
were recalculated to reflect a change in assumptions related to group life
insurance. The recalculations will result in a $1.26 million reduction in
1996 expenses related to a reduction in expected postretirement benefit
obligations. During the second quarter of 1996, SFAS106 cost adjustments
reduced operating expense by about $336,000.
Forward Looking Information - Safe Harbor Statement
Under the Private Securities Litigation Reform Act of 1995
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 (the "Act"), the Company has filed cautionary
statements identifying important factors that could cause the Company's
actual results to differ materially from those discussed in forward-looking
statements made by or on behalf of the Company. When used in this Form 10-Q
and in future filings by the Company with the Securities and Exchange
Commission, in the Company's press releases and in oral statements, words
such as "may", "will", "expect", "anticipate", "continue", "estimate",
"project", "believes" or similar expressions are intended to identify
forward-looking statements within the meaning of the Act. Factors that
might cause such differences include, but are not limited to, the factors
discussed under "Factors affecting future earnings" on pages 29-31 of the
Company's 1995 Annual Report to Shareholders, which is incorporated by
reference in the Company's Form 10-K for the fiscal year ended December 31,
1995. These factors are in addition to any other cautionary statements,
written or oral, which may be made or referred to in connection with any
such forward-looking statement or contained in any subsequent filings by the
Company with the Securities and Exchange Commission.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Material Changes in Financial Position
Cash provided by operating activities of $26,182,000 along with net proceeds
from the issuance of short-term debt of $12,750,000 as shown on the
Consolidated Statement of Cash Flows for the six months ended June 30, 1996,
combined with funds on hand of $4,075,000 at December 31, 1995, allowed the
Company to finance its capital expenditures and pay dividends, and provided
a portion of the investment in additional nonutility businesses. At June
30, 1996, the Company had $25,065,000 available in unused lines of credit
which could be used to supplement cash needs. The Company estimates that
funds internally generated, combined with funds on hand, will be sufficient
to meet all sinking fund payments for First Mortgage Bonds in the next five
years and to provide for the majority of its 1996-2000 electric utility
construction program expenditures.
Additional short-term or long-term financing will be required in the period
1996-2000 in connection with a portion of the Company's estimated capital
project expenditures, the maturity of First Mortgage Bonds and a Long-Term
Lease Obligation ($21,000,000), in the event the Company decides to refund
or retire early any of its presently outstanding debt or cumulative
preferred shares, or for other corporate purposes. Proceeds from the
issuance of long-term debt net of payments for the retirement of long-term
debt of $9,409,000, for the six months ended June 30, 1996, were used to
finance equipment purchases at the Company's medical and manufacturing
subsidiaries and to finance a portion of the investment in additional
nonutility businesses, and also reflect increases in subsidiary credit line
balances required for operating needs.
Business acquisitions in the first half of 1996 accounted for $17,561,000 of
the $23,856,000 increase in subsidiary companies plant, the entire increase
in intangible assets, $2,237,000 of the $6,478,000 increase in trade
receivables, $12,791,000 of the $13,258,000 increase in long-term debt and
$4,793,000 of the $11,065,000 change in sinking fund requirements and
current maturities. The remainder of the increase in subsidiary companies
plant reflects the purchase of an MRI scanner for a mobile unit in Nebraska
and other less significant equipment purchases in all segments of subsidiary
operations.
The increases in electric plant in service and construction work in progress
for the first half of 1996 are due to new construction and capital
expenditures in all electric utility plant areas: production, transmission,
distribution, and general. The increase in investments includes $1.2
million invested in limited partnerships that invest in tax-credit
qualifying affordable housing projects and $2.2 million related to
acquisitions and the reclassification of a note receivable.
The increase in trade receivables not attributable to acquisitions is mostly
due to increased sales at the company's manufacturing subsidiaries. The
decrease in other receivables is due to the timing of payments received from
the Company's jointly-owned plant partners and the reclassification of a
note receivable from current to long-term status. The increase in inventory
is related to increased summer construction activity at the electric utility
and purchases of medical equipment for new installations. The increase in
other current assets is mainly due to material and production costs
incurred on construction jobs ahead of allowable billing schedules. The
decrease in other deferred debits reflects increased allocation of deferred
overhead costs related to normal seasonal fluctuations in electric
construction activity.
The increase in sinking fund requirements and current maturities not
attributable to acquisitions reflects financing of equipment purchases at
the Company's medical and manufacturing subsidiaries along with increases in
subsidiary credit line balances to meet operating needs. The decrease in
accounts payable reflects a $2.7 million decrease at the electric utility
due to a normal seasonal decline, offset by a $1 million increase in
billings in excess of cost at the Company s construction subsidiaries. The
decrease in other taxes accrued is mainly due to the timing of property tax
payments. The reduction in other current liabilities reflects payments of
$1.5 million in capital commitments during the first half of 1996. Capital
commitments of $2.2 million remain to be paid as of June 30, 1996.
Material Changes in Results of Operations
The 6.5% decrease in electric operating revenues for the quarter ended June
30, 1996, as compared to the same period in 1995, is mainly due to a
decrease in noncontractual power pool sales of 49.4%. The 1.8% decrease in
electric operating revenues for the six months ended June 30, 1996 compared
to the six months ended June 30, 1995, is primarily due to a 37.7% decrease
in noncontractual power pool sales offset by an 4.6% increase in retail
sales. Retail revenues per kwh sold decreased 2.1% for the six month period
ended June 30, 1996, as compared to the same period in 1995 despite the 4.6%
increase in retail sales and a 2.3% increase in retail revenue. The
decrease in retail revenue per kwh sold is the result of lower fuel costs at
Big Stone Plant being passed on to customers through the Fuel Adjustment
Clause and lower rates to one of the Company s largest industrial customers.
A number of factors have contributed to the decreases in noncontractual
power pool sales for both the three and six month periods. Midcontinent
Area Power Pool (MAPP) line loading relief procedures have resulted in
schedule cuts. Many utilities within and outside of MAPP have renegotiated
and lowered their freight and fuel costs making power marketing more
competitive. Many utilities have increased the time span between unit
maintenance outages and shifted outage times away from traditional overhaul
periods, resulting in increases in on-line availability. MAPP transmission
service charges have made it less economical to ship energy over longer
distances. In addition, the Company had more energy to market due to a
warmer winter season and greater plant availability in 1995 compared to
1996. Lower plant availability in 1996 was related to a scheduled outage
for repairs at Hoot Lake Unit 3 in February and March.
Production fuel expense decreased for the three and six month periods ended
June 30, 1996, as compared to the same periods in 1995, by 9.8% and 8.1%,
respectively, while generation at the Company's plants remained relatively
stable for the same comparable periods mainly as a result of Big Stone Plant
switching from lignite to subbituminous coal in August of 1995. The
decreases in purchased power for the quarter and six months ended June 30,
1996, as compared to the same periods in 1995, reflect decreases in kwh
purchases for resale of 55% and 42% for the respective periods. The
decreases in purchases for resale correlate to the decreases in
noncontractual power pool sales.
The increases in electric operation expenses for the three and six month
periods ended June 30, 1996, as compared to the three and six month periods
ended June 30, 1995, are due to expenses related to coal contract and
freight negotiations, increased benefit costs resulting from revised
actuarial assumptions for the Company s Executive Survivor and Supplemental
Retirement Plan, and increased payments to outside consultants in 1996. The
increase in electric maintenance expenses for the six months ended June 30,
1996, as compared to the same period a year ago, is due to increased
production plant maintenance expenses, especially at Hoot Lake Unit 3 which
was down for scheduled maintenance in February and March of 1996. Also,
production plant maintenance expenses decreased significantly in fiscal 1995
from fiscal 1994 levels due to the timing of major overhauls and repairs.
The breakdown of cost of goods sold and other nonelectric expenses by
business segments other than electric are as follows:
Three months ended June 30
Cost of goods sold Other nonelectric expenses
1996 1995 1996 1995
(in thousands)
Health services $11,561 $5,399 $4,242 $3,833
Manufacturing $11,456 $5,980 $1,987 $1,125
Other business operations $7,995 $4,333 $3,109 $2,281
------- ------- ------ ------
Total $31,012 $15,712 $9,338 $7,239
======= ======= ====== ======
Six months ended June 30
Cost of goods sold Other nonelectric expenses
1996 1995 1996 1995
(in thousands)
Health services $17,599 $14,678 $7,530 $8,120
Manufacturing $22,423 $12,119 $3,540 $2,135
Other business operations $12,652 $6,475 $5,365 $4,435
------- ------- ------- -------
Total $52,674 $33,272 $16,435 $14,690
======= ======= ======= =======
The increases in health services revenue and cost of goods sold for both the
three and six month periods ended June 30, 1996, as compared to the same
periods in 1995, are due to the acquisitions of two health services
companies; one on February 1, 1996, and a second more significant
acquisition on April 1, 1996. The increase in health services other
nonelectric expenses for the three months ended June 30, 1996, as compared
to the three months ended June 30, 1995, is due to the April 1, 1996,
acquisition. The $409,000 increase in health services other nonelectric
expenses in the second quarter of 1996 as compared to the second quarter of
1995, was not significant enough to offset a $999,000 decrease in this
category recorded in the first quarter of 1996, as compared to the first
quarter of 1995, which was commensurate with a reduction in first quarter
health services revenue in 1996 compared to 1995.
The increases in manufacturing operating revenue for the three and six month
periods ended June 30, 1996, as compared to the same periods in 1995,
reflect revenues from Northern Pipe Products, which was acquired in October
of 1995, and increased sales at BTD Manufacturing. The increases in
manufacturing cost of goods sold and other nonelectric expenses for both the
three and six month periods ended June 30, 1996, as compared to the same
periods in 1995, are directly related to the increases in manufacturing
revenue.
Other business operations revenue increased for the quarter and six months
ended June 30, 1996, as compared to the quarter and six months ended June
30, 1995, mainly as a result of material cost pass through billings by the
Company's construction subsidiaries on material intensive jobs. The
increases in material costs billed are also reflected in increased cost of
goods sold from other business operations for the same comparable periods.
Increases in other business operations other nonelectric expenses for the
three and six month periods ended June 30, 1996, as compared to the same
periods in 1995, are due to increased construction activity.
The increases in other income and deductions and applicable taxes for the
three and six month periods ended June 30, 1996, as compared to the same
periods in 1995, reflect increases in miscellaneous revenue from
subsidiaries in 1996, the initial recording of affordable housing tax
credits in 1996, and losses on marketable securities in 1995 related to the
Company's preferred stock investment program which ended in October of 1995.
The increases in interest charges for the three and six month periods ended
June 30, 1996, as compared to the same periods in 1995, are related to
increased debt at the Company s subsidiaries due to acquisitions and growth
and to an increase in the use of short-term debt at the parent company level
in the first half of 1996 compared to the first half of 1995.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of Shareholders of the Company was held on April 8,
1996, for the purpose of electing three nominees to the Board of
Directors with terms expiring in 1999 and approving the appointment of
auditors. Proxies for the meeting were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended, and there
was no solicitation in opposition to management's solicitations. All
nominees for directors as listed in the proxy statement were elected.
The voting results were as follows:
Shares Shares Voted
Election of Directors Voted For Withheld Authority
Dennis R. Emmen 9,678,205 89,678
Kenneth L. Nelson 9,683,617 84,265
Nathan I. Partain 9,669,381 98,501
Shares Shares Shares
Approval of Auditors Voted For Voted Against Voted Abstain
Deloitte & Touche LLP 9,581,234 54,544 132,104
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits:
27 Financial Data Schedule
b) Report on Form 8-K.
No reports on Form 8-K were filed during the fiscal quarter ended June
30, 1996.
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.
OTTER TAIL POWER COMPANY
By: Jeff Legge
---------------------------
Jeff Legge
Controller
(Chief Accounting Officer/Authorized Officer)
Dated: August 14, 1996