UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 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 1-8712 BOWATER INCORPORATED (Exact name of registrant as specified in its charter) Delaware 62-0721803 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 East Camperdown Way, P.O. Box 1028, Greenville, SC 29602 (Address of principal executive offices) (Zip Code) (803) 271-7733 (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 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of November 8, 1994. Class Outstanding at November 8, 1994 Common Stock, $1.00 Par Value 36,691,492 Shares BOWATER INCORPORATED I N D E X Page Number PART I FINANCIAL INFORMATION				 	 1. Financial Statements: Consolidated Balance Sheet at October 1, 1994 	 and December 31, 1993				 3 Consolidated Statement of Operations for the Three and Nine Months Ended October 1, 1994 and October 2, 1993 4 	 							 	 Consolidated Statement of Capital Accounts for the Nine Months Ended October 1, 1994 5 	 Consolidated Statement of Cash Flows for the 	 Nine Months Ended October 1, 1994 and October 2,	 1993 6 	 Notes to Consolidated Financial Statements 7-8 	 2. Management's Discussion and Analysis of 	 Financial Condition and Results of Operations 9-13 PART II OTHER INFORMATION 	 1. Legal Proceedings 14 SIGNATURES 15 	 	 (2) PART I BOWATER INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) (In Thousands) October 1, December 31, 1994 1993 ASSETS Current assets: Cash $ 6,608 $ 16,258 Marketable securities, at cost which approximates market 227,654 65,408 Accounts receivable, net 190,022 170,737 Inventories 157,608 149,431 Deferred income taxes 10,923 10,923 Other current assets 6,065 6,720 Total current assets 598,880 419,477 Timber and timberlands 429,838 422,521 Fixed assets, net 1,798,044 1,750,719 Intangible assets 55,342 57,208 Other assets 76,762 76,253 $2,958,866 $2,726,178 LIABILITIES AND CAPITAL Current liabilities: Current instalments of long-term debt $ 1,797 $ 1,796 Accounts payable and accrued liabilities 307,753 195,546 Income taxes payable 12,189 35,882 Dividends payable 10,162 6,079 Total current liabilities 331,901 239,303 Long-term debt, net of current instalments 1,117,264 1,118,403 Other long-term liabilities 152,527 144,802 Deferred income taxes 259,532 272,065 Minority interests in subsidiaries 146,352 144,749 Commitments and contingencies (See note 4.) Redeemable LIBOR preferred stock 74,461 74,368 Shareholders' equity: Convertible preferred stock 111,333 -- Cumulative preferred stock 81,892 -- Common stock 37,107 36,913 Additional paid-in capital 336,704 332,661 Retained earnings 334,143 388,663 Equity adjustment from foreign currency translation (2,418) (1,351) Loan to ESOT (10,040) (11,245) Treasury stock, at cost (11,892) (13,153) Total shareholders' equity 876,829 732,488 $2,958,866 $2,726,178 See accompanying notes to consolidated financial statements. (3) BOWATER INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In Thousands Except Per Share Amounts) Three Months Ended Nine Months Ended October 1, October 2, October 1, October 2, 1994 1993 1994 1993 Net sales $348,151 $335,673 $977,109 $1,013,296 Cost of sales 268,921 298,480 797,540 882,975 Depreciation, amortization and cost of timber harvested 41,166 39,915 124,398 121,802 Gross profit/(loss) 38,064 (2,722) 55,171 8,519 Selling and administrative expense 17,241 17,664 54,764 52,059 Operating income (loss) 20,823 (20,386) 407 (43,540) Other expense (income): Interest income (2,112) (386) (6,059) (3,423) Interest expense, net of capitalized interest 24,619 24,649 74,222 73,584 Gain on sale of timberlands (27,389) (388) (27,979) (3,273) Other, net (1,779) 3,727 (3,703) 3,972 (6,661) 27,602 36,481 70,860 Income (loss) before income taxes and minority interests 27,484 (47,988) (36,074) (114,400) Provision for income taxes 8,003 (12,902) (15,512) (37,473) Minority interests in net income (loss) of subsidiaries 8,955 (4,254) 5,233 (7,541) Net income (loss) $ 10,526 $(30,832) $(25,795) $ (69,386) Earnings (loss) per share $ 0.16 $ (0.86) $ (1.04) $ (1.96) Average shares outstanding 36,971 36,389 36,527 36,352 See accompanying notes to consolidated financial statements. (4) BOWATER INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CAPITAL ACCOUNTS Nine Months Ended October 1, 1994 (Unaudited) (In Thousands Except Per Share Amounts) Equity LIBOR Convertible Cumulative Additional Adjustment- Preferred Preferred Preferred Common Paid in Retained Foreign Loan to Treasury Stock Stock Stock Stock Capital Earnings Currency ESOT Stock Balance at December 31, 1993 $74,368 $-- $-- $36,913 $332,661 $388,663 $(1,351) $(11,245) $(13,153) Net loss -- -- -- -- -- (25,795) -- -- -- Common stock dividends ($.45 per share) -- -- -- -- -- (16,330) -- -- -- Preferred stock dividends Libor preferred ($1.31 per share) -- -- -- -- -- (1,965) -- -- -- Convertible preferred ($4.26 per share) -- -- -- -- -- (5,210) -- -- -- Cumulative preferred ($5.76 per share) -- -- -- -- -- (4,899) -- -- -- Increase in stated value of LIBOR preferred stock 93 -- -- -- -- (93) -- -- -- Common stock issued under stock option plans -- -- -- 194 4,043 -- -- -- -- Preferred stock issued, net of issuance costs -- 111,333 81,892 -- -- -- -- -- -- Reduction in loan to ESOT -- -- -- -- -- -- -- 1,205 -- Treasury stock used for employee benefit and dividend reinvestment plans -- -- -- -- -- (228) -- -- 1,261 Foreign currency translation -- -- -- -- -- -- (1,067) -- -- Balance at October 1, 1994 $74,461 $111,333 $81,892 $37,107 $336,704 $334,143 $(2,418) $(10,040) $(11,892) See accompanying notes to consolidated financial statements. (5) BOWATER INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In Thousands) Nine Months Ended October 1, October 2, 1994 1993 Cash flow from (used for) operating activities: Operating income (loss) $ 407 $(43,540) Depreciation, amortization and cost of timber harvested 124,398 121,802 Changes in working capital: Receivables (19,285) (77,341) Inventories (8,177) (3,132) Accounts payable and accrued liabilities 5,011 (15,348) Other working capital 656 5,294 Interest paid, net of capitalized interest (64,380) (66,581) Income taxes refunded (paid) (20,786) 19,816 Other income, net 16,686 16,001 34,530 (43,029) Cash flow from (used for) investing activities: Cash invested in fixed assets, timber and timberlands (81,870) (87,978) Disposition of fixed assets, timber and timberlands 29,368 1,695 (52,502) (86,283) Cash flow from (used for) financing activities: Issuance of Series B & C preferred stock, net of issuance costs 193,225 -- Cash dividends, including minority interests (24,396) (28,768) Net borrowings (payments) (1,203) (1,474) Funds released from trustee -- 34,506 Other 2,942 (1,283) 170,568 2,981 Increase (decrease) in cash and marketable securities 152,596 (126,331) Cash and marketable securities: Beginning of year 81,666 165,942 End of period $234,262 $ 39,611 See accompanying notes to consolidated financial statements. (6) BOWATER INCORPORATED AND SUBSIDIARIES Notes to Consolidated Financial Statements 1) The accompanying consolidated financial statements include the accounts of Bowater Incorporated and Subsidiaries (the Company). The consolidated balance sheet as of October 1, 1994 and the related consolidated statements of operations, capital accounts and cash flows for the interim periods ended October 1, 1994 and October 2, 1993 are unaudited. However, in the opinion of Company management, all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of the interim financial statements have been made. The results of the interim period ended October 1, 1994 are not necessarily indicative of the results to be expected for the full year. 2) The composition of inventories at October 1, 1994 and December 31, 1993 was as follows (in thousands): 				 October 1, 1994 December 31, 1993 (Unaudited) At lower of cost or market: Raw materials 			 $ 32,223		$ 33,090 Work in process			 2,677		 2,697 Finished goods			 50,888		 41,070 Mill stores and other supplies	 80,323		 79,209 					 166,111		 156,066 Excess of current cost over LIFO inventory value		 (8,503)		 (6,635) 					 $157,608		$149,431 3) The Company's marketable securities are recorded at cost which approximates market value. The securities are all investment grade with maturities of fewer than 90 days and the Company has the intent and ability to hold these securities until maturity. 4) During the third quarter of 1994, the recovery boiler project at the Company's Calhoun, Tennessee, mill site met substantially all of the acceptance tests as specified in the construction contract. Payment for the turnkey contract portion of the new recovery boiler totaling approximately $100.0 million is expected to be made during the fourth quarter of 1994. This amount was recorded as a current liability in the accompanying Consolidated Balance Sheet dated October 1, 1994. The Company is also involved in various litigation relating to contracts, commercial disputes, tax, environmental, workers' compensation and other matters. The Company's management is of the opinion that the ultimate disposition of these matters will not have a material adverse effect on the Company's operations or its financial condition taken as a whole. 5) The calculation of earnings per share for the quarter ended October 1, 1994, and the calculation of loss per share for the nine months ended October 1, 1994, include an adjustment for the dividend requirements of the Company's LIBOR, Series B, and Series C preferred stock. The shares of 7% Series B Convertible preferred stock are common stock equivalents. However, the effect on both calculations is antidilutive. (7) BOWATER INCORPORATED AND SUBSIDIARIES Notes to Consolidated Financial Statements 6) Total interest expense during the first nine months of 1994 and 1993 was $74,409,000 and $75,550,000 respectively. In 1994 and 1993, $187,000 and $1,966,000 of interest expense was capitalized, respectively. 7) During the first quarter of 1994, the Company completed two public offerings of preferred stock. The Company sold 4,893,616 depositary shares, priced at $23.50 per share, each representing one-fourth of a share of 7% Series B Convertible Preferred Stock referred to as Preferred Redeemable Increased Dividend Equity Securities (PRIDES). The conversion premium is 22 percent. The Company also sold 3,400,000 depositary shares, priced at $25.00 per share, each representing one-fourth of a share of 8.40% Series C Cumulative Preferred Stock. The net proceeds of both offerings, after deducting applicable issuance costs and expenses, were $193,225,000. 8) In the first quarter of 1994, the Company changed its classification of certain selling and administrative expenses and allocation of certain costs due to the recent consolidation of the corporate office with operations in Greenville, South Carolina. These changes are reflected in the Consolidated Statement of Operations for the three month and nine month periods ended October 1, 1994. Prior year amounts have not been restated due to the prospective nature of the change. The comparable amounts for the three month and nine month periods ended October 2, 1993 for the lines entitled "Cost of Goods Sold" and "Selling and Administrative Expense" are $295,168,000 and $873,460,000, and $20,976,000 and $61,574,000, respectively. (8) 	 BOWATER INCORPORATED AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Summary Net income for the third quarter of 1994 totaled $10.5 million, or $.16 per share, on net sales of $348.2 million. Included in net income for the quarter was a $10.6 million gain after tax, or $.29 per share, realized on the sale of 161,065 acres of non-strategic timberlands, primarily in Nova Scotia. Without the gain, the Company would have had a net loss of $.13 per share for the third quarter. During the first quarter of 1994, the Company completed the public offering of 7% PRIDES Series B Convertible Preferred Stock (Series B) and 8.40% Series C Cumulative Preferred Stock (Series C). Preferred dividends relating to these issues decreased earnings per share by $.10 for the third quarter of 1994. For the third quarter of 1993, the Company incurred a loss of $30.8 million, or $.86 per share, on net sales of $335.7 million. For the first nine months of 1994, the Company incurred a net loss of $25.8 million, or $1.04 per share, on net sales of $977.1 million. Dividends relating to the recently issued preferred stock increased the loss per share by $.28 for the nine months ended October 1, 1994. This compares to a loss of $69.4 million, or $1.96 per share, on net sales of $1.0 billion for the first nine months of 1993. Product Line Information: 			 Quarter Ended Nine Months Ended October 1, October 2, October 1, October 2, 1994 1993 1994 1993 Net sales: Newsprint $156,071 $153,556 $441,182 $459,546 Directory and uncoated specialties 36,817 50,183 114,972 137,316 Coated paper 77,323 79,858 222,134 236,260 Pulp 38,631 17,711 93,066 70,774 Communication papers 46,818 46,583 135,756 145,926 Lumber, stumpage and other products 23,799 23,773 67,102 71,961 Distribution costs (31,308) (35,991) (97,103) (108,487) $348,151 $335,673 $977,109 $1,013,296 Operating income (loss)	 	 $ 20,823 $(20,386) $ 407 $ (43,540) (9) 	 BOWATER INCORPORATED AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations 	 	 Nine Months Ended October 1, 1994 versus October 2, 1993 	For the first nine months of 1994, the Company's operating income of $0.4 million improved $43.9 million compared to the first nine months of 1993. Operating results for market pulp as well as the Company's newsprint, communication papers, and lumber product lines improved during this period, offset by lower operating results for coated paper. In addition, the prior year operating results included a $10.0 million charge for the restructuring of Great Northern Paper Incorporated. Price increases in several of the Company's paper grades coupled with cost reduction programs led to the improved operating results. A detailed review of the Company's major product lines follows. 	The Company's market pulp operating results improved during the first nine months of 1994 as average transaction prices increased 21.7 percent compared to the first nine months of 1993. As of October 1, 1994, the Company's average transaction prices increased 62.1 percent since the end of 1993. Major producers of southern softwood pulp increased their list prices $230 per metric ton during the first nine months of 1994, and most major producers have announced two additional price increases for southern softwood pulp; $70 per metric ton effective in the fourth quarter of 1994, and $60 per metric ton effective January 1, 1995. The long awaited economic recovery now taking place in Europe and Japan has helped to increase demand for paper and paper products which in turn has increased the need for market pulp. NORSCAN (U.S., Canada, Finland, Norway, and Sweden) shipments of softwood market pulp increased 9.6 percent during the first nine months of 1994 compared to the first nine months of 1993 while NORSCAN inventory levels decreased. Many industry observers believe demand will continue to increase in 1995. No assurance can be given, however, that future price increases can be achieved. 	The operating results from the Company's newsprint product line improved during the first nine months of 1994 versus the first nine months of 1993 due to a decrease in operating costs. Average transaction prices declined 6.1 percent comparing the same periods. Since the beginning of 1994, the Company announced and implemented two reductions in discounts allowed off list price totaling 13 percent. As with market pulp, economic recovery in many parts of Europe and Japan has increased the demand for newsprint. In addition, U. S. consumption of daily newspapers increased 4.7 percent for the first nine months of 1994 compared to the same period in 1993. A third reduction in discounts allowed off list price of 7 percent, effective December 1, 1994, has been announced by the Company. Price improvements in the newsprint sector are dependent upon further increases in the rate of newsprint consumption and the extent of economic recovery worldwide. (10) 	 BOWATER INCORPORATED AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations 	Coated groundwood paper operating results decreased during the first nine months of 1994 compared to the first nine months of 1993. Comparing these periods, average transaction prices decreased 4.8 percent due to competition from offshore imports. On July 1, 1994, the Company announced a $50 per short ton reduction in discounts allowed off list price. On October 1, 1994, the Company increased the list price of coated groundwood paper by $70 per short ton. The full effect of these price adjustments are not expected to be realized until 1995. During the first nine months of 1994, advertising paging in magazines increased 5.0 percent compared to the same period last year. In addition, many magazine/catalog publishers lowered their inventories during the first nine months of 1994. Coated groundwood producers expect demand to further increase in the fourth quarter of 1994 as many catalog publishers will print spring catalogs early to avoid the February, 1995, postal increase, while others will re-stock inventories. Interest Expense 	Total interest expense for the first nine months of 1994 was $74.4 million versus $75.6 million in the first nine months of 1993 due to the slightly lower average level of borrowings outstanding during 1994. Comparing the same periods, capitalized interest was $.2 million versus $2.0 million, due to the lower level of qualifying capital expenditures in 1994. 	 Income Taxes 	The Company provided an income tax benefit for the first nine months of 1994 and 1993 due to the pre-tax loss incurred in both periods. The effective tax rate for the first nine months of 1994 was 43.0 percent versus 32.8 percent in 1993. The disparity in tax rates was caused by a lower Canadian capital gains tax rate applied to the sale of non-strategic timberlands in Nova Scotia in the third quarter of 1994, and additional deferred taxes recorded in the third quarter of 1993 due to the federal tax rate increase from 34 percent to 35 percent. 	During the first quarter of 1994, the Company paid $29.4 million to the Internal Revenue Service for tax assessments relating to prior years. This amount was fully provided for in the Consolidated Balance Sheet as of December 31, 1993. (11) 	 BOWATER INCORPORATED AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations 	 Three Months Ended October 1, 1994 versus October 2, 1993 	For the third quarter of 1994, the Company's operating income of $20.8 million improved $41.2 million compared to the third quarter of 1993. Operating results for newsprint as well as market pulp, communication papers, and lumber improved, offset by lower operating results in the Company's coated paper product line. In addition, the prior year operating results included a $10 million restructuring charge for Great Northern Paper Incorporated. 	The Company's programs to reduce operating costs improved newsprint operating results during the third quarter of 1994. Average transaction prices comparing the third quarter of 1994 to the same period last year did not change. U. S. consumption of daily newspapers increased 3.9 percent during the third quarter of 1994, compared to the same period last year. Also during the third quarter, the Company announced a 7 percent reduction in discounts allowed off list price effective December 1, 1994. 	The Company's market pulp operating results improved during the third quarter of 1994 compared to the third quarter of 1993 as market pulp average transaction prices increased 45.5 percent and the Company's tonnage shipments increased 50.0 percent comparing these periods. During the third quarter, major producers of southern softwood pulp increased their list price by $70 per metric ton, taking advantage of the recent increases in demand caused by the economic recovery evidenced in both the U. S. and abroad. Two additional price increases for southern softwood pulp have been announced by major pulp producers; a $70 per metric ton list price increase effective October 1, 1994, and a $60 per metric ton list price increase effective January 1, 1995. 	Coated paper operating results deteriorated during the third quarter of 1994, compared to the third quarter of 1993, as competition from imports put downward pressure on pricing. The Company's average transaction prices decreased 9.1 percent comparing the third quarter of 1994 to the same period last year. U. S. shipments of coated groundwood paper in the third quarter of 1994 increased 13.1 percent compared to the third quarter of 1993. On October 1, 1994, the Company increased the list price of coated groundwood paper by $70 per short ton. Interest Expense 	Total interest expense for the third quarter of 1994 was $24.7 million versus $24.8 million for the third quarter of 1993. In 1994's third quarter, $56,000 of interest was capitalized versus $0.2 million in 1993, due to the lower level of qualifying capital expenditures in 1994. 				 (12)	 	 BOWATER INCORPORATED AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Income Taxes 	The effective tax rate for the third quarter of 1994 was 29.1 percent versus 26.9 percent for the third quarter of 1993. The disparity in tax rates was caused by a lower Canadian capital gains tax rate applied to the sale of non-strategic timberlands in Nova Scotia in the third quarter of 1994, and additional deferred taxes recorded in the third quarter of 1993 due to the federal tax rate increase from 34 percent to 35 percent. Liquidity and Capital Resources 	For the first nine months of 1994, the Company's operations generated $34.5 million of cash compared to using $43.0 million of cash during the first nine months of 1993, a $77.6 million improvement. In the first nine months of 1994, the Company's operating income was $43.9 million higher and working capital improved by $68.7 million. The reason for the large improvement in working capital was the decision made by the Company to discontinue selling receivables under the asset securitization program during the first quarter of 1993. Offsetting the operating income and working capital improvements was an increase in income taxes paid of $40.6 million. In the first quarter of 1993, the Company received tax refunds of $19.7 million due to the loss incurred in 1992. During the first nine months of 1994, the Company paid $29.4 million for tax assessments relating to prior years, offset by additional tax refunds of $8.5 million due to the loss incurred in 1993. 	Capital expenditures for the first nine months of 1994 decreased $6.1 million compared to the first nine months of 1993. The completion of the newsprint recycling plant at the East Millinocket, Maine, mill and the completion of the non-turnkey contract portion of the new recovery boiler at the Calhoun, Tennessee, mill accounted for the reduced cash expenditures. 	During the first quarter of 1994, the Company completed the public offering of Series B and Series C Preferred Stock. The net proceeds of both offerings, after deducting applicable issuance costs and expenses, were $193.2 million. The proceeds of the offerings are being used by the Company to fund: the turnkey contract portion of the new recovery boiler at the Calhoun, Tennessee, mill in the fourth quarter of 1994; capital expenditures and other costs associated with the closure of certain obsolete facilities at the Millinocket, Maine, mill; the costs associated with the previously announced companywide personnel reductions and general corporate purposes. 	As of October 1, 1994, the Company had $227.7 million of marketable securities. The large increase from December 31, 1993, was a result of the two preferred stock offerings completed during the first quarter of 1994 and the sale of non-strategic timberlands in the third quarter of 1994. The marketable securities are all investment grade with maturities of fewer than 90 days. (13) 	 BOWATER INCORPORATED AND SUBSIDIARIES PART II OTHER INFORMATION Item 1.	Legal Proceedings. 	In October 1994, the Company settled its lawsuit seeking declaratory relief in its insurance coverage dispute with National Union Fire Insurance Company ("National Union"). In the settlement, National Union conceded its obligation, as first excess insurer, to cover $9.5 million of the Company's $10.5 million settlement in January 1994 of all pending lawsuits relating to vehicular accidents occurring in December 1990 in fog on Highway I-75 in the general area of the Company's Calhoun, Tennessee, mill. The remaining $1 million had already been covered by the Company's primary insurer. Neither the underlying lawsuits nor the insurance coverage dispute have had a material adverse effect on the Company's results of operations, financial condition, or liquidity. 	The Company is also involved in various litigation relating to contracts, commercial disputes, taxes and other matters. The Company's management is of the opinion that the ultimate disposition of these matters will not have a material adverse effect on the Company's operations or its financial condition taken as a whole. (14) 	 BOWATER INCORPORATED AND SUBSIDIARIES 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. BOWATER INCORPORATED 				 By R. C. Lancaster R. C. Lancaster Senior Vice President and 				 Chief Financial Officer 				 By M. F. Nocito M. F. Nocito Vice President - Controller Dated: November 15, 1994 (15)