- - --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[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 __________
COMMISSION FILE NUMBER 1-11392
CLARK REFINING & MARKETING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1491230
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8182 MARYLAND AVENUE 63105-3721
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (314) 854-9696
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 ( ).
Number of shares of registrant's common stock, $.01 par value, outstanding as of
May 12, 1994: 100, all of which are indirectly owned by The Horsham
Corporation.
- - --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors of
Clark Refining & Marketing, Inc.:
We have reviewed the accompanying balance sheet of Clark Refining &
Marketing, Inc. (a Delaware corporation and wholly-owned subsidiary of Clark R &
M Holdings, Inc.) as of March 31, 1994, and the related statements of earnings
and cash flows for the three-month periods ended March 31, 1994 and 1993. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of obtaining an understanding of the
system for the preparation of interim financial information, applying analytical
review procedures to the financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Clark Refining & Marketing, Inc. as of December
31, 1993, and the related statements of earnings, stockholder's equity, and cash
flows for the year then ended (not presented herein); and in our report dated
January 28, 1994, we expressed an unqualified opinion on those statements.
In our opinion, the information set forth in the accompanying balance sheet
as of December 31, 1993 is fairly stated, in all material respects, in relation
to the financial statements from which it has been derived.
Coopers & Lybrand
St. Louis, Missouri,
May 10, 1994
CLARK REFINING & MARKETING, INC.
BALANCE SHEETS
(Dollars in thousands except per share data)
REFERENCE MARCH 31, DECEMBER 31,
ASSETS NOTE 1994 1993
--------- --------- ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 42,051 $ 60,771
Short-term investments 2 141,632 133,752
Accounts receivable 68,177 58,103
Inventories 3 142,377 147,961
Prepaid expenses and other 14,227 15,573
-------- --------
Total current assets 408,464 416,160
PROPERTY, PLANT AND EQUIPMENT 363,580 360,945
OTHER ASSETS 4 30,700 34,349
-------- --------
$802,744 $811,454
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $109,301 $138,321
Accrued expenses and other 5 44,070 43,151
Accrued taxes other than income 39,044 30,860
-------- --------
Total current liabilities 192,415 212,332
LONG-TERM DEBT 400,885 401,038
DEFERRED TAXES 34,554 35,248
LIABILITY FOR POSTRETIREMENT BENEFITS 17,176 16,858
CONTINGENCIES 6 -- --
STOCKHOLDER'S EQUITY:
Common stock ($.01 par value per share;
1,000 shares authorized and 100 shares
issued and outstanding)
Paid-in capital 30,000 30,000
Retained earnings 2 127,714 115,978
-------- --------
Total stockholder's equity 157,714 145,978
-------- --------
$802,744 $811,454
======== ========
The accompanying notes are an integral part of these statements.
3
CLARK REFINING & MARKETING, INC.
STATEMENTS OF EARNINGS
(Unaudited)
(Dollars in thousands)
For the three months
ended March 31,
Reference --------------------
Note 1994 1993
--------- ---- ----
NET SALES AND OPERATING REVENUES $567,253 $589,230
EXPENSES:
Cost of sales (477,007) (525,154)
Operating expenses (57,674) (53,813)
General and administrative expenses (7,452) (5,995)
Depreciation (6,561) (5,548)
Amortization 4 (3,318) (2,865)
Reversal of inventory write-down to market 3 15,000 --
------- --------
(537,012) (593,375)
------- --------
OPERATING INCOME (LOSS) 30,241 (4,145)
Interest and financing costs, net 4, 5 (8,334) (6,597)
Other income -- 8,468
------- --------
EARNINGS (LOSS) BEFORE TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 21,907 (2,274)
Income tax (provision) benefit (8,171) 658
------- --------
EARNINGS (LOSS) BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE 13,736 (1,616)
Cumulative effect of change in accounting
principle (net of taxes of $5,995) -- (9,595)
------- --------
NET EARNINGS (LOSS) $13,736 $(11,211)
======= ========
The accompanying notes are an integral part of these statements.
CLARK REFINING & MARKETING, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
1994 1993
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ 13,736 $(11,211)
Cumulative effect of change in accounting principle - 9,595
Adjustments:
Depreciation 6,561 5,548
Amortization 3,612 3,152
Share of earnings of affiliates, net of dividends (64) (130)
Deferred taxes 5,049 204
Reversal of inventory write-down to market (15,000) -
Other 318 318
Cash provided by (reinvested in) working capital-
Accounts receivable, prepaid expenses and other (15,157) (16,842)
Inventories 20,584 (5,635)
Accounts payable, accrued expenses, taxes other
than income, and other (17,760) (18,754)
------- --------
Net cash provided by (used in)
operating activities 1,879 (33,755)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments (21,668) (24,344)
Sales of short-term investments 10,588 80,164
Expenditures for property, plant and equipment (10,023) (14,100)
Expenditures for refinery turnaround 72 (5,520)
Proceeds from disposals of property, plant
and equipment 585 97
Payment received on note receivable - 5,000
Other investing activity - (11,602)
------- --------
Net cash provided by (used in)
investing activities (20,446) 29,695
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt payments (153) (62)
Deferred financing costs 0 (507)
Other 0 201
------- -------
Net cash used in financing activities (153) (368)
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (18,720) (4,428)
CASH AND CASH EQUIVALENTS, beginning of period 60,771 18,643
------- -------
CASH AND CASH EQUIVALENTS, end of period $42,051 $14,215
======= =======
The accompanying notes are an integral part of these statements.
FORM 10-Q - PART I
ITEM 1 FINANCIAL STATEMENTS (CONTINUED)
CLARK REFINING & MARKETING, INC.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
March 31, 1994
(tabular dollar amounts in thousands of US dollars)
1. BASIS OF PREPARATION
The unaudited balance sheet of Clark Refining & Marketing, Inc. (the "Company"
or "Clark"), a Delaware corporation, as of March 31, 1994, and the related
statements of earnings and cash flows for the three month periods ended March
31, 1994 and 1993, have been reviewed by independent accountants. In the
opinion of the management of the Company, all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the financial
statements have been included therein. The results of this interim period are
not necessarily indicative of results for the entire year.
The financial statements have been prepared in accordance with the
instructions to Form 10-Q. Accordingly, certain information and disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These unaudited
statements should be read in conjunction with the audited financial statements
and notes thereto for the year ended December 31, 1993.
2. SHORT-TERM INVESTMENTS
On January 1, 1994, Clark adopted Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
("SFAS 115"). This standard requires the classification of short-term
investments into three categories and many debt securities to be shown at fair
value on the balance sheet. Clark's short-term investments are all considered
"Available-for-Sale" and are carried at fair value with the resulting unrealized
gain or loss shown as a component of retained earnings.
Short-term investments consisted of the following:
MARCH 31, 1994 DECEMBER 31, 1993
-------------------------------------- ----------------------------------
AMORTIZED UNREALIZED AGGREGATE AMORTIZED UNREALIZED AGGREGATE
MAJOR SECURITY TYPE COST GAIN/LOSS FAIR VALUE COST GAIN/LOSS FAIR VALUE
- - ------------------------ --------- ---------- ---------- --------- ---------- ----------
U.S. Debt Securities $ 60,452 $(1,478) $ 58,974 $ 52,646 $ 43 $ 52,689
Variable Rate Govt. Funds 58,595 (1,152) 57,443 55,506 (423) 55,083
Corporate Debt Securities 13,714 (248) 13,466 12,651 146 12,797
Mortgage Backed Debt
Securities 12,071 (322) 11,749 12,949 (173) 12,776
-------- ------- -------- -------- ----- --------
$144,832 $(3,200) $141,632 $133,752 $(407) $133,345
======== ======= ======== ======== ===== ========
The contractual maturities of the short-term investments at March 31, 1994
were:
AMORTIZED AGGREGATE
COST FAIR VALUE
--------- ----------
Due in one year or less* $ 69,629 $ 68,472
Due after one year through
five years 56,634 55,258
Due after five years 18,569 17,902
-------- --------
$144,832 $141,632
======== ========
*Includes the Variable Rate Govt. Funds for which the underlying investments may
have contractual maturities greater than one year.
6
Although some of the contractual maturities of these short-term
investments are over one year, management's intent is to use the funds for
current operations and not hold the investments to maturity.
For the three months ended March 31, 1994 the proceeds from sales of
Available-for-Sale securities was $10.6 million with an immaterial realized
gain. For the same period in 1993, the proceeds from the sale of Available-for-
Sale securities was $80.2 million with an immaterial realized gain. Realized
gains and losses are computed using the specific identification method.
The change in the unrealized holding gains or losses on Available-for-
Sale securities was $3.2 million, $2.0 million after taxes. This net unrealized
loss is included as a component of retained earnings. The unrealized loss was
not recognized in 1993 as SFAS 115 had not yet been adopted by Clark, therefore
the carrying value at December 31, 1993 was the adjusted cost of the short-term
investments.
3. INVENTORIES
The carrying value of inventories consisted of the following:
MARCH 31, DECEMBER 31,
1994 1993
---------- -------------
Crude oil....................... $ 61,863 $ 53,860
Refined and blendstocks......... 74,725 102,604
Convenience products............ 11,754 12,044
Warehouse stock and other....... 5,535 5,953
Inventory write-down to market.. (11,500) (26,500)
-------- --------
$142,377 $147,961
======== ========
The market value of these inventories at March 31, 1994, was
approximately $11.5 million below the LIFO carrying value (December 31, 1993 -
$26.5 million below LIFO carrying value).
4. OTHER ASSETS
Amortization of deferred financing costs for the three month period
ended March 31, 1994, was $0.3 million (1993 - $0.3 million) and was included in
"Interest and Financing Costs, Net".
Amortization of turnaround costs for the three month period ended
March 31, 1994, was $3.3 million (1993 - $2.9 million).
5. INTEREST AND FINANCING COSTS, NET
Interest and financing costs, net, consisted of the following:
FOR THE THREE MONTHS
ENDED MARCH 31,
----------------------
1994 1993
---------- ----------
Interest expense...... $10,237 $10,081
Financing costs....... 348 384
Interest income....... (1,930) (2,771)
------- -------
8,655 7,694
Capitalized interest.. (321) (1,097)
------- -------
$ 8,334 $ 6,597
======= =======
Accrued interest payable at March 31, 1994, of $8.7 million (December
31, 1993 - $6.9 million) is included in "Accrued Expenses and Other".
6. CONTINGENCIES
Forty-one civil suits by residents of Hartford, Illinois have been
filed against Clark in Madison County Illinois, alleging damage from ground
water contamination. The relief sought in each of these cases is an unspecified
dollar amount. The litigation proceedings are in the initial stages. Discovery,
which could be lengthy and complex, is still in the early stages. Clark moved to
dismiss thirty-four cases filed in December 1991 on the ground that Clark is not
liable for alleged activity of Old Clark. On September 4, 1992, the trial court
granted Clark's motions to dismiss. The plaintiffs were given leave to re-file
their complaints but based only on alleged activity of Clark occurring since
November 8, 1988, the date on which the bankruptcy court with jurisdiction over
Old Clark's bankruptcy proceedings issued its "free and clear" order. In
November 1992, the plaintiffs filed thirty-three amended complaints. In
addition, one new complaint involving nine plaintiffs was filed. It is too early
to predict whether any of these cases will go to trial on the merits and if so,
what the risk of exposure to Clark would be at trial. It is also not possible to
determine whether or to what extent Clark will have any liability to other
individuals arising from the ground water contamination.
Clark is subject to various legal proceedings related to governmental
regulations and other actions arising out of the normal course of business,
including legal proceedings related to environmental matters. While it is not
possible at this time to establish the ultimate amount of liability with respect
to such contingent liabilities, Clark is of the opinion that the aggregate
amount of any such liabilities, for which provision has not been made, will not
have a material adverse effect on its financial position.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Financial Highlights
RESULTS OF OPERATIONS
The following tables reflect Clark's financial and operating highlights for
the three month periods ended March 31, 1994 and 1993. All dollars listed are
in millions except per barrel or gallon information.
FINANCIAL RESULTS:
----------------------------------------------------------------------
FOR THE THREE MONTHS ENDED
MARCH 31,
1994 1993
----------------------------------------------------------------------
Net sales and operating revenues $567.3 $589.3
Cost of sales 477.0 525.2
Operating expenses 57.7 53.8
----------------------------------------------------------------------
32.6 10.3
General and administrative 7.5 6.0
Depreciation and amortization 9.9 8.6
Interest and financing costs, net 8.3 6.6
----------------------------------------------------------------------
Earnings before income taxes* 6.9 (10.9)
Tax provision 2.5 (3.9)
----------------------------------------------------------------------
Earnings before unusual items* 4.4 (7.0)
Unusual items, after taxes* 9.3 (4.2)
----------------------------------------------------------------------
Reported net earnings (loss) $ 13.7 $(11.2)
======================================================================
* Management considers certain items in 1994 and 1993 at Clark to be
"unusual". Detail on these items is presented below.
Net earnings for the 1994 first quarter, excluding unusual items, improved
versus the year-ago period. Improved refining and retail productivity and
improved refining market conditions all contributed to the increase. In
addition, refining production was reduced in the prior year when Clark's Blue
Island, IL refinery underwent a scheduled maintenance turnaround. A maintenance
turnaround is scheduled for Clark's Hartford, IL refinery later in 1994. Net
sales and operating revenues in the first quarter of 1994 declined approximately
4% from the year-earlier period to $567.3 million due principally to the fall in
industry crude oil and refined product prices which impacted both selling prices
and costs of goods sold.
UNUSUAL ITEMS:
----------------------------------------------------------------------
FOR THE THREE MONTHS ENDED
MARCH 31,
1994 1993
----------------------------------------------------------------------
Reversal of inventory write-down to market $15.0 $ --
----- ------
Impact on Operating Income 15.0 --
Litigation settlements -- 8.5
Change in accounting principle -- (15.6)
----- ------
Total $15.0 $ (7.1)
===== ======
Net of Taxes $ 9.3 $ (4.2)
===== ======
Several items which are considered by management to be "unusual" are
excluded throughout this discussion of Clark's results of operations. A partial
recovery of an inventory write-down to market was recorded in the first quarter
of 1994. A non-cash write-down of $26.5 million was taken in the fourth quarter
of 1993 to reflect the decline in the value of petroleum inventories below
carrying value caused by a substantial drop in petroleum prices. If prices were
to recover further, earnings would benefit up to the extent of the original
charge. Deterioration in prices could result in additional charges. Effective
January 1, 1993, Clark adopted the provisions of Statement of Accounting
Standards No. 106 "Employers' Accounting for Postretirement Benefits Other Than
Pensions", reflected as a change in accounting principle, and No. 109
"Accounting for Income Taxes", which was accounted for by restating prior
periods. An unusual credit was recorded in the first quarter of 1993 related to
the favorable settlement of litigation.
Refining
Refining Division Operating Statistics:
----------------------------------------------------------------------------
FOR THE THREE MONTHS
ENDED MARCH 31,
1994 1993
----------------------------------------------------------------------------
Crude oil throughput (thousand barrels per day) 135.5 113.5
Production (thousand barrels per day) 140.9 126.9
Utilization (production/rated capacity) 108.4% 97.6%
Gross margin per barrel $ 4.09 $ 2.63
Gross margin (millions) $ 51.8 $ 30.0
Operating expenses (millions) $(29.1) $(27.1)
Divisional general & administrative expenses (millions) $ (2.8) $ (2.0)
Contribution to operating income (millions) $ 19.9 $ 0.9
The refining division contributed $19.9 million (1993 - $0.9 million) to
Clark's operating income during the first quarter of 1994. In addition to the
1993 maintenance turnaround mentioned above, earnings improved due to increased
refining productivity, notably the processing of sour crude oil and an increased
crude oil processing rate at the Blue Island refinery and near record wholesale
marketing volumes. Market factors also contributed as industry margins improved
versus the prior year. These market improvements were tempered, however, due to
a narrowing price benefit for using sour crude oil (the predominant input at the
Hartford refinery) versus sweet crude oil and a declining availability of
Canadian light sweet crude oil (the predominant input at the Blue Island
refinery). Clark does not currently view these factors as long-term trends.
First quarter 1994 divisional operating and general and administrative expenses
were up versus the year-ago period. Costs increased due to increased labor
hours to meet operating needs related to colder than normal weather along with
new labor and sulfur processing contracts and enhanced refinery planning and
operations support services.
Retail
Retail Division Operating Statistics:
---------------------------------------------------------------------------
FOR THE THREE MONTHS
ENDED MARCH 31,
1994 1993
---------------------------------------------------------------------------
Gasoline volume (million of gallons) 244.4 256.9
Gasoline volume (thousand gallons per month per store) 96.5 98.7
Gasoline gross margin per gallon 10.7c 8.3c
Gasoline gross margin (millions) $ 26.3 $ 21.4
Company-operated stores (end of quarter) 834 862
Dealer-operated stores (end of quarter) 10 11
Convenience product sales (millions) $ 52.3 $ 51.3
Convenience product sales (per month per store) $20,659 $19,685
Convenience product gross margin 23.2% 24.8%
Convenience product gross margin (millions) $ 12.1 $ 12.7
Convenience product gross margin (per month per store) $ 4,803 $ 4,872
Operating expenses (millions) $ (28.5) $ (26.7)
Divisional general & administrative expenses (millions) $ (1.5) $ (1.1)
Contribution to operating income (millions) $ 8.4 $ 6.3
The retail division contributed $8.4 million (1993 - $6.3 million) to
Clark's operating income during the first quarter of 1994. Gross margins from
gasoline sales improved despite decreased volumes. Productivity gains such as
increased sales of higher margin premium unleaded gasolines along with improved
pricing relative to competitors combined to increase per gallon margins. As in
1993, Clark ran a four week promotion to attract new customers which offered all
grades of gasoline for the same price as regular unleaded gasoline. While
convenience product sales per store increased versus the prior year, margins
were adversely affected by industry cigarette pricing competition. Retail
division operating and general and administrative expenses in the first quarter
of 1994 have increased principally due to increased store operating hours,
marketing support for training, merchandising, advertising and information
services.
Other Financial Highlights
First quarter 1994 depreciation and amortization expenses increased
compared to a year ago, principally due to inclusion of the amortization of the
Blue Island refinery maintenance turnaround completed in the second quarter of
1993.
Net interest and financing costs increased due to decreased capitalization
of interest costs related to capital projects and lower returns on funds
invested.
LIQUIDITY AND CAPITAL RESOURCES
Net cash generated from operating activities in the first quarter,
excluding working capital changes, improved to $14.2 million in 1994 from $7.5
million in the year-earlier period on the strength of earnings growth. Working
capital at March 31, 1994 was $216.1 million, a 2.12 to 1 current ratio, versus
$203.8 million at December 31, 1993, a 1.96 to 1 current ratio. Decreased
inventory levels, which fluctuate with market opportunities and operational
needs, and decreased accounts payable levels combined to increase working
capital.
In general, Clark's short-term working capital requirements fluctuate with
the price of crude oil. Clark expects internally generated cash flows will be
sufficient to meet its needs. Clark has in place a $100 million committed
revolving line of credit expiring December 31, 1994, for cash borrowings and for
the issuance of letters of credit primarily for purchases of crude oil, other
feedstocks and refined products. At
March 31, 1994, $69.6 million of the line of credit was utilized for letters of
credit. There were no direct borrowings under Clark's line of credit at March
31, 1994.
Cash flows used in investing activities in the first quarter, excluding
short-term investment activities to which management's intent is similar to cash
and cash equivalents, decreased to $9.4 million in 1994 from $14.5 million in
the year-earlier period. The decline was due to lower capital expenditures and
the lack of major maintenance turnaround expenditures to date in 1994. Capital
expenditures totaled $10.0 million (1993 - $14.1 million) during the first
quarter of 1994. Refinery capital expenditures totaled $7.1 million (1993 -
$10.3 million), two-thirds directed towards discretionary productivity
improvement projects and the balance regulatory related. Retail capital
expenditures of $2.5 million (1993 - $3.3 million) related to store reimaging
and upgrades, installation of store security packages and regulatory work.
Funds generated from operating activities together with Clark's existing
cash, cash equivalents and short-term investments, are expected to be adequate
to fund requirements for working capital and capital expenditure programs for
the next year. Clark's future discretionary or environmentally-mandated
spending or acquisitions may require additional debt or equity capital. In
late March 1994, Clark entered into exclusive negotiations with Chevron USA
Products Co. regarding the sale of Chevron's 177,000 barrel per day refinery in
Port Arthur, Texas. If negotiations are successful, a Fall closing date would
be expected.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
On May 4, 1994, the United States Equal Employment Opportunity Commission
("EEOC") filed a class action lawsuit against Clark in the United States
District Court for the Northern District of Illinois alleging that Clark had
engaged in a pattern of practice of unlawful discrimination against certain
employees over the age of forty. The relief sought by the EEOC includes
reinstatement or reassignment of the individuals allegedly affected, payment of
back wages, an injunction prohibiting employment practices which discriminate on
the basis of age, and institution of policies to eradicate the effects of any
past discriminatory practices. Clark believes the allegations to be without
merit. It is too early to predict whether this case will go to trial and, if
so, what the risk of exposure to Clark would be at trial.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
SIGNATURE
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.
CLARK REFINING & MARKETING,INC.
(Registrant)
/s/ James A. Zweifel
----------------------------
James A. Zweifel
Vice President - Controller
May 12, 1994