UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission File Number 1-12202
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 93-1120873
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Enron Building
1400 Smith Street
Houston, Texas 77002
(Address of principal executive (Zip Code)
Offices)
(713) 853-6161
(Registrant's telephone number, including area code)
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 [ ]
1 of 15
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Income -
Three Months Ended September 30, 1996 and 1995
and Nine Months Ended September 30, 1996 and 1995 3
Consolidated Balance Sheet - September 30, 1996
and December 31, 1995 4
Consolidated Statement of Cash Flows -
Nine Months Ended September 30, 1996 and 1995 5
Consolidated Statement of Changes in Partners'
Capital - Nine Months Ended September 30, 1996 6
Notes to Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 14
ITEM 6. Exhibits and Reports on Form 8-K 14
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(In Thousands, Except Per Unit Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
OPERATING REVENUE $52,863 $51,886 $158,734 $156,661
OPERATING EXPENSES
Operations and maintenance 7,215 6,531 20,988 19,858
Depreciation and amortization 13,479 11,863 40,713 35,463
Taxes other than income 6,178 6,191 18,774 18,695
Operating expenses 26,872 24,585 80,475 74,016
OPERATING INCOME 25,991 27,301 78,259 82,645
INTEREST EXPENSE ON LONG-TERM DEBT 8,316 8,782 25,113 26,635
OTHER INCOME (EXPENSE)
Other income (expense), net 632 (212) 2,267 (616)
Allowance for equity funds used
during construction 101 (8) 237 44
Other income (expense) 733 (220) 2,504 (572)
MINORITY INTERESTS IN NET INCOME 5,466 5,513 17,124 16,723
NET INCOME TO PARTNERS $12,942 $12,786 $ 38,526 $ 38,715
NET INCOME PER UNIT $ .48 $ .48 $ 1.44 $ 1.45
NUMBER OF UNITS USED IN COMPUTATION 26,200 26,200 26,200 26,200
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands)
(Unaudited)
September 30, December 31,
1996 1995
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 38,935 $ 39,418
Accounts receivable 15,546 18,928
Related party receivables 1,814 2,883
Materials and supplies, at cost 3,957 4,437
Total current assets 60,252 65,666
NATURAL GAS TRANSMISSION PLANT
Property, plant and equipment 1,503,449 1,499,893
Less: Accumulated provision for
depreciation and amortization 566,873 542,306
Net property, plant and equipment 936,576 957,587
OTHER ASSETS 11,439 18,086
Total assets $1,008,267 $1,041,339
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Current maturities of long-term debt $ 35,000 $ 15,000
Accounts payable 325 1,193
Accrued taxes other than income 21,427 19,903
Accrued interest 5,216 10,516
Over recovered cost of service 813 2,508
Other 2,279 --
Total current liabilities 65,060 49,120
LONG-TERM DEBT, net of current maturities 360,000 395,000
MINORITY INTERESTS IN PARTNERS' CAPITAL 160,615 166,789
OTHER RESERVES AND DEFERRED CREDITS 9,061 11,313
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL
General Partners 8,271 8,382
Common Units 305,956 310,089
Subordinated Units 99,304 100,646
Total partners' capital 413,531 419,117
Total liabilities and partners' capital $1,008,267 $1,041,339
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended
September 30,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income to partners $ 38,526 $ 38,715
Adjustments to reconcile net income to partners
to net cash provided by operating activities:
Depreciation and amortization 40,736 35,463
Minority interests in net income 17,124 16,723
Changes in other current assets and liabilities (1,408) (3,070)
Other 540 2,877
Total adjustments 56,992 51,993
Net cash provided by operating activities 95,518 90,708
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment, net (8,771) (4,868)
Other (4,820) --
Net cash used in investing activities (13,591) (4,868)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions
Common Units (32,637) (32,637)
Subordinated Units (10,593) (10,593)
General Partners (882) (882)
Minority Interests (23,298) (22,083)
Retirement of long-term debt (15,000) (30,000)
Net cash used in financing activities (82,410) (96,195)
NET CHANGE IN CASH AND CASH EQUIVALENTS (483) (10,355)
Cash and cash equivalents-beginning of period 39,418 44,122
Cash and cash equivalents-end of period $ 38,935 $ 33,767
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest (net of amount capitalized) $ 29,353 $ 31,263
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
PART I. FINANCIAL INFORMATION (Continued)
ITEM 1. FINANCIAL STATEMENTS (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(In Thousands)
(Unaudited)
Total
General Common Subordinated Partners'
Partners Units Units Capital
Partners' Capital at December 31, 1995 $8,382 $310,089 $100,646 $419,117
Net income to partners 771 28,504 9,251 38,526
Distributions to partners (882) (32,637) (10,593) (44,112)
Partners' Capital at September 30, 1996 $8,271 $305,956 $ 99,304 $413,531
<FN>
The accompanying notes are an integral part of this consolidated
financial statement.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 1. FINANCIAL STATEMENTS - (Continued)
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have
been prepared by Northern Border Partners, L.P. (the
"Partnership") without audit pursuant to the rules and
regulations of the Securities and Exchange Commission.
Accordingly, they reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the
financial results for the interim periods. Certain information
and notes 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 Partnership believes that the disclosures are
adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto
included in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1995.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
The Partnership owns a 70% general partner interest in
Northern Border Pipeline Company ("Northern Border Pipeline").
During the third quarter of 1996, the Partnership acquired a 62%
ownership position in Black Mesa Holdings, Inc. ("Black Mesa").
Black Mesa, through a wholly-owned subsidiary, transports coal-
water slurry through a 273-mile, 18-inch diameter pipeline that
originates in Kayenta, Arizona and ends in Laughlin, Nevada.
2. In May 1996, the Federal Energy Regulatory Commission ("FERC")
granted rehearing of its May 1994 order on Northern Border
Pipeline's methodology for recording in its books and reflecting
in its rates amounts related to alternative minimum tax ("AMT").
The FERC Audit Staff ("Staff"), in December 1991 after an
examination of Northern Border Pipeline's records for the period
January 1, 1987 through December 31, 1989, took exception to
Northern Border Pipeline's established method of accounting for
AMT for ratemaking purposes. Northern Border Pipeline did not
agree with the exception noted by the Staff and proceeded with a
hearing before an Administrative Law Judge ("ALJ") who concluded
Northern Border Pipeline had properly accounted for AMT.
Ultimately, in the May 1996 order, the FERC accepted the ALJ's
conclusions and vacated its May 1994 order which had held that
the AMT component of Northern Border Pipeline's rate base should
reflect the particular tax circumstances of each Northern Border
Pipeline partner. There were no accounting adjustments or rate
refunds required in resolution of this issue.
In May 1996, the Staff issued its audit report on its
examination of Northern Border Pipeline's records for the three
year period subsequent to January 1, 1990. The audit report
required Northern Border Pipeline to record certain adjustments
to its accounts including the reclassification of $3.9 million of
costs from utility plant in service to a regulatory asset. In
accordance with Northern Border Pipeline's FERC tariff, the
regulatory asset is includable in rate base, however Northern
Border Pipeline must file with the FERC for the future recovery
of this asset through amortization to its cost of service. The
adjustments made to Northern Border Pipeline's accounts as a
result of the audit report did not materially affect the
Partnership's financial position or results of operations.
In November 1995, Northern Border Pipeline filed a rate case
in compliance with its FERC tariff for the determination of its
allowed equity rate of return. In December 1995, the FERC issued
an order that permitted Northern Border Pipeline to begin
collecting the requested increase in the equity rate of return
effective June 1, 1996, subject to refund. Northern Border
Pipeline filed for FERC approval of a Stipulation and Agreement
("Stipulation") on October 15, 1996, to settle its rate case.
The Stipulation, which is supported or unopposed by shippers
representing approximately 90% of the contracted capacity of
Northern Border Pipeline, must be certified by an ALJ to the FERC
for its review and approval. Northern Border Pipeline has
reduced its operating revenue and recorded a reserve for billings
subject to refund, which materially reflects the terms of the
Stipulation.
In August 1996, the FERC issued an order which contained a
preliminary determination favorable to Northern Border Pipeline's
application with the FERC for the expansion of its existing
system and an extension of its pipeline from its current terminus
near Harper, Iowa to a point near Manhattan, Illinois ("Chicago
Project"). The preliminary determination found that the Chicago
Project is required by the public convenience and necessity and
authorizes the project facility costs to be included with
existing facility costs in the determination of rates. The
preliminary determination contemplates issuance of a final order
by the FERC, subject to completion of the environmental review.
Northern Border Pipeline amended its application in September
1996 to reflect minor facility modifications. Northern Border
Pipeline's Chicago Project, as described in its amended
application, proposes construction and operation of 243 miles of
pipeline, 147 miles of pipeline loop and a total of 228,500
compressor horsepower at eight compressor stations. The amended
application also requests approval to remove from service 100,000
compressor horsepower at five existing compressor stations to be
replaced with 175,000 compressor horsepower. The project is
expected to cost approximately $793 million in 1995 dollars and
be ready for service in November 1998.
3. On October 18, 1996, the Partnership declared a cash
distribution of $0.55 per unit for the third quarter ended
September 30, 1996. The distribution is payable November 14,
1996, to unitholders of record as of October 31, 1996. This
quarterly distribution is consistent with the previously
announced indicated annual rate of $2.20 per unit.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
Results of Operations
Northern Border Partners, L.P. (the "Partnership") owns a 70%
general partner interest in Northern Border Pipeline Company
("Northern Border Pipeline"). Northern Border Pipeline's revenue
is derived from agreements with various shippers for the
transportation of natural gas. It transports gas under a Federal
Energy Regulatory Commission ("FERC") regulated tariff that
provides an opportunity to recover all of the operations and
maintenance costs of the pipeline, taxes other than income taxes,
interest, depreciation and amortization, an allowance for income
taxes and a regulated return on equity. Northern Border Pipeline
is generally allowed to collect from its shippers a return on
regulated rate base as well as recover that rate base through
depreciation and amortization. The return amount Northern Border
Pipeline may collect from its shippers declines as the rate base
is recovered. The firm transportation contract shippers are
obligated to pay their allocable share of the cost of service
regardless of the volumes actually transported. Based on
existing contracts and capacity, 100% of the pipeline system's
capacity is contractually committed through October 2001.
In November 1995, Northern Border Pipeline filed a rate case
in compliance with its FERC tariff for the determination of its
allowed equity rate of return. In this proceeding, Northern
Border Pipeline proposed, among other items, to increase its
allowed equity rate of return from 12.75% to 14.25%. Pursuant to
a December 1995 FERC order, Northern Border Pipeline began
collecting the proposed increase in rate of return on equity
effective June 1, 1996, subject to refund (see Note 2 - Notes to
Consolidated Financial Statements of this Form 10-Q). Besides
objecting to the increase in the allowed equity rate of return,
issues identified by the FERC staff and intervenors include,
among other items, depreciation rates for the existing operations
and the level of allowance for income taxes includable in cost of
service. After reaching a settlement accord with a majority of
its shippers, on October 15, 1996 Northern Border Pipeline filed
for FERC approval of a Stipulation and Agreement ("Stipulation")
to settle its rate case. The Stipulation would allow Northern
Border Pipeline a 12.75% equity rate of return from June 1, 1996
to September 30, 1996, and a 12% rate beginning October 1, 1996.
In addition, the depreciation rates on its transmission plant
would be reduced effective June 1, 1996. On the issue of the
allowance for income taxes, the FERC had previously ruled in a
case involving Lakehead Pipe Line Company L.P. that an income tax
allowance would not be allowed with respect to income
attributable to the limited partnership interests held by
individuals. During the rate case proceeding, Northern Border
Pipeline filed testimony regarding what it believed to be the
proper application of this FERC ruling to its circumstances. The
Partnership believes the Stipulation, if approved, effectively
resolves the income tax issue and Northern Border Pipeline can
continue to include an allowance for income taxes at the current
level in cost of service. Under the Stipulation, in connection
with the completion of its Chicago Project (see Liquidity and
Capital Resources - Cash Used in Investing Activities for a
description of the Chicago Project), Northern Border Pipeline
would implement a capital cost containment mechanism and a $31
million settlement adjustment mechanism. The settlement
adjustment mechanism would reduce rate base for purposes of
calculating the allowed return on equity. One participant has
filed comments alleging that the Stipulation is contrary to FERC
policy. The Stipulation is pending before an Administrative Law
Judge who will decide whether to certify it to the FERC for review
and approval. Northern Border Pipeline must receive FERC approval
of the Stipulation before it can implement all of the filed for terms.
The Partnership is unable to predict if or when the Stipulation will
be approved as filed and thus the effect of this rate proceeding on
future operating results of Northern Border Pipeline cannot be
determined at this time.
Third Quarter 1996 Compared With Third Quarter 1995
Operating revenue increased $1.0 million (2%) for the third
quarter of 1996, as compared to the same period in 1995, due to
recoveries of higher operations and maintenance expense and
depreciation and amortization expense. These recoveries were
partially offset by returns on a lower rate base and lower
interest expense on long-term debt.
Operations and maintenance expense increased $0.7 million
(10%) for the third quarter of 1996, as compared to the same
period in 1995, primarily due to expenses incurred in
conjunction with Northern Border Pipeline's rate case proceeding
as well as higher administrative expenses.
Depreciation and amortization expense increased $1.6 million
(14%) for the third quarter of 1996, as compared to the same
period in 1995. The increase is primarily due to an increase in
the depreciation rate for Northern Border Pipeline's transmission
plant from 4.4% for the three months ended September 30, 1995 to
5.0% for the comparable period in 1996, as authorized in its FERC
tariff.
Interest expense on long-term debt decreased $0.5 million (5%)
for the third quarter of 1996, as compared to the same period in
1995, due to a decrease in average debt outstanding reflecting
principal payments made by Northern Border Pipeline under its
bank loan agreement.
Other income increased $1.0 million for the third quarter of
1996, as compared to the same period in 1995. Other income in
1995 reflected a reserve provision for regulatory issues recorded
by Northern Border Pipeline. In the second quarter of 1996, the
reserve for regulatory issues was adjusted to reflect the
resolution of the FERC audit on the results of the examination of
Northern Border Pipeline's books for the three year period
subsequent to January 1, 1990 (see Note 2 - Notes to Consolidated
Financial Statements of this Form 10-Q).
Nine Months Ended September 30, 1996 Compared With Nine Months
Ended September 30, 1995
Operating revenue increased $2.1 million (1%) for the nine
months ended September 30, 1996, as compared to the same period
in 1995, due to recoveries of higher operations and maintenance
expense and depreciation and amortization expense. These
recoveries were partially offset by returns on a lower rate base
and lower interest expense on long-term debt.
Operations and maintenance expense increased $1.1 million (6%)
for the nine months ended September 30, 1996, as compared to the
same period in 1995, primarily due to expenses incurred in
conjunction with Northern Border Pipeline's rate case proceeding
as well as higher administrative expenses.
Depreciation and amortization expense increased $5.3 million
(15%) for the nine months ended September 30, 1996, as compared
to the same period in 1995. The increase is primarily due to an
increase in the depreciation rate for Northern Border Pipeline's
transmission plant from 4.4% for the nine months ended September
30, 1995 to 5.0% for the comparable period in 1996, as authorized
in its FERC tariff.
Interest expense on long-term debt decreased $1.5 million (6%)
for the nine months ended September 30, 1996, as compared to the
same period in 1995, due to a decrease in average debt
outstanding reflecting principal payments made by Northern Border
Pipeline under its bank loan agreement.
Other income increased $3.1 million for the nine months ended
September 30, 1996, as compared to the same period in 1995.
Other income in 1995 reflected a reserve provision for regulatory
issues recorded by Northern Border Pipeline. In 1996, the
reserve for regulatory issues was adjusted to reflect the
resolution of the FERC audit on the results of the examination of
Northern Border Pipeline's books for the three year period
subsequent to January 1, 1990 (see Note 2 - Notes to Consolidated
Financial Statements of this Form 10-Q).
Liquidity and Capital Resources
General
Short-term liquidity needs of the Partnership will be met by
internal sources. In addition, the Partnership has the ability
to establish lines of credit with one or more financial
institutions. Long-term capital needs can be met by the
Partnership's ability to issue additional limited partner
interests in the Partnership.
On October 4, 1996, Northern Border Pipeline entered into a
$50 million credit agreement with a financial institution which
expires in October 1997. Borrowings under the credit agreement
are expected to be used by Northern Border Pipeline to fund
working capital, construction and other general business
purposes.
Cash Flows From Operating Activities
The Partnership's cash flows from operations increased $4.8
million to $95.5 million for the nine month period ended
September 30, 1996, as compared to the same period in 1995, due
primarily to an increase in Northern Border Pipeline's
depreciation and amortization expense which is collected from its
shippers.
Cash Flows From Investing Activities
In October 1995, Northern Border Pipeline filed an application
with the FERC to expand its existing system and to extend its
pipeline from its current terminus near Harper, Iowa to a point
near Manhattan, Illinois ("Chicago Project"). Northern Border
Pipeline amended its application in September 1996 to reflect
minor facility modifications. The estimated cost of the Chicago
Project is $793 million in 1995 dollars. Subject to the receipt
of final FERC approval, the Chicago Project is expected to be
ready for service in November 1998 (see Note 2 - Notes to
Consolidated Financial Statements of this Form 10-Q).
Net plant additions of $8.8 million for the nine months ending
September 30, 1996 include $4.6 million for the Chicago Project.
The remaining $4.2 million of net plant additions in 1996 are
primarily related to renewals and replacements of existing
facilities. For the comparable period in 1995, net plant
additions were $4.9 million which included $2.5 million for the
Chicago Project.
Total capital expenditures for 1996 are estimated to be $19.7
million for the Chicago Project and $10.2 million for renewals
and replacements for the existing facilities. Funds required to
meet the capital expenditures for the remainder of 1996 are
anticipated to be provided from debt borrowings under Northern
Border Pipeline's credit agreement and internal sources.
Cash Flows From Financing Activities
Cash flows used in financing activities of $82.4 million for
the nine month period ended September 30, 1996 reflect
distributions made to partners and minority interests of $44.1
million and $23.3 million, respectively, and $15.0 million in
principal payments under the Northern Border Pipeline bank loan
agreement. For the comparable period in 1995, cash flows used in
financing activities totaled $96.2 million and reflect
distributions made to partners and minority interests of $44.1
million and $22.1 million, respectively, and $30.0 million in
principal payments under the Northern Border Pipeline bank loan
agreement.
Information Regarding Forward Looking Statements
The statements in this Quarterly Report that are not
historical are forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward looking statements
include the discussions in "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Results of
Operations" on Northern Border Pipeline's rate case and in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" on
Northern Border Pipeline's Chicago Project. Although the
Partnership believes that its expectations regarding future
events are based on reasonable assumptions within the bounds of
its knowledge of its business, it can give no assurance that its
goals will be achieved or that its expectations regarding future
developments will be realized. Important factors that could
cause actual results to differ materially from those in the
forward looking statements herein include political and
regulatory developments that impact FERC and state utility
commission proceedings, Northern Border Pipeline's success in
sustaining its positions in such proceedings or the success of
intervenors in opposing Northern Border Pipeline's positions,
competitive developments by Canadian and U.S. natural gas
transmission peers, political and regulatory developments in
Canada and conditions of the capital markets and equity markets
during the periods covered by the forward looking statements.
PART II. OTHER INFORMATION
NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
ITEM 1. Legal Proceedings
As reported in Item 3 of the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1995, Northern Border
Pipeline was involved in a legal proceeding on its method of
accounting for alternative minimum tax for ratemaking purposes.
During the second quarter of 1996, this issue was resolved in
favor of Northern Border Pipeline (see Note 2 of Notes to
Consolidated Financial Statements included in Part I, Item 1 of
this Form 10-Q).
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
NORTHERN BORDER PARTNERS, L.P.
(A Delaware Limited Partnership)
Date: November 13, 1996 By: Jerry L. Peters
Jerry L. Peters
Chief Financial and Accounting
Officer