-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AJqCTbkAh9oWZ9gMvIZZLaZfqTriZNgVSPgXkh3uzTKgj2Da4DkgE2wIDgzEoSCA UZvIRVa13lUSquFArb+KwA== 0000950124-96-002141.txt : 19960515 0000950124-96-002141.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950124-96-002141 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION ELECTRIC CO CENTRAL INDEX KEY: 0000100826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 430559760 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02967 FILM NUMBER: 96563132 BUSINESS ADDRESS: STREET 1: P O BOX 149 CITY: ST LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3146213222 MAIL ADDRESS: STREET 1: P O BOX 149 CITY: ST LOUIS STATE: MO ZIP: 63166 10-Q 1 FORM 10-Q 1 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 QUARTERLY PERIOD ENDED MARCH 31, 1996 [ ] 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 1-2967. UNION ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Missouri 43-0559760 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1901 Chouteau Avenue, St. Louis, Missouri 63103 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (314) 621-3222 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 . ----- ----- Shares outstanding of each of registrant's classes of common stock as of April 30, 1996: Common Stock, $5 par value - 102,123,834 (excl. 42,990 treasury shares) 2 UNION ELECTRIC COMPANY INDEX Page No. Part I Financial Information (Unaudited) Balance Sheet -- March 31, 1996 and December 31, 1995 2 Statement of Income -- Three Months and Twelve Months Ended March 31, 1996 and 1995 3 Statement of Cash Flows -- Three Months Ended March 31, 1996 and 1995 4 Notes to Financial Statements 5 Management's Discussion and Analysis 6 thru 9 Part II Other Information 3 UNION ELECTRIC COMPANY Page 2 BALANCE SHEET UNAUDITED (Thousands of Dollars)
March 31, December 31, 1996 1995 ------------ ------------ ASSETS - ------ Property and plant, at original cost Electric $8,558,166 $8,473,501 Gas 176,784 174,231 Other 35,097 35,033 ---------- ---------- 8,770,047 8,682,765 Less accumulated depreciation and amortization 3,559,955 3,494,722 ---------- ---------- 5,210,092 5,188,043 Construction work in progress: Nuclear fuel in process 142,325 121,460 Other 115,464 125,934 ---------- ---------- Total property and plant, net 5,467,881 5,435,437 Regulatory asset - deferred income taxes 706,371 732,580 Deferred charges: Unamortized debt expense 43,260 44,496 Nuclear decommissioning trust fund 78,032 73,838 Other 25,912 20,101 ---------- ---------- Total deferred charges 147,204 138,435 Current assets: Cash 12,217 1,025 Accounts receivable - trade (less allowance for doubtful accounts of $6,275 and $6,925 at respective dates) 173,762 191,520 Unbilled revenue 69,307 82,098 Other accounts and notes receivable 24,277 21,602 Materials and supplies, at average cost - Fossil fuel 36,468 46,381 Construction and maintenance 95,537 92,921 Other 11,957 12,470 ---------- ---------- Total current assets 423,525 448,017 ---------- ---------- Total Assets $6,744,981 $6,754,469 ========== ========== CAPITAL AND LIABILITIES: - ------------------------ Capitalization: Common stock, $5 par value, authorized 150,000,000 shares- outstanding 102,123,834 shares (excluding 42,990 shares at par value in treasury) $ 510,619 $ 510,619 Other paid-in capital 717,669 717,669 Retained earnings 1,063,909 1,090,909 ---------- ---------- Total common stockholders' equity 2,292,197 2,319,197 Preferred stock not subject to mandatory redemption 218,497 218,497 Preferred stock subject to mandatory redemption 650 650 Capital lease obligation 69,994 62,607 Long-term debt 1,710,585 1,710,585 Unamortized discount and premium on debt (9,440) (9,579) ---------- ---------- Long-term debt, net 1,701,145 1,701,006 ---------- ---------- Total capitalization 4,282,483 4,301,957 Accumulated deferred income taxes 1,327,759 1,357,689 Accumulated deferred investment tax credits 164,977 166,524 Regulatory liability 213,331 216,502 Accumulated provision for nuclear decommissioning 79,705 75,511 Other deferred credits and liabilities 151,730 150,600 Current and accrued liabilities: Current maturity of capital lease obligation 32,289 34,462 Current maturity of long-term debt 70,000 35,000 Accounts payable 85,314 169,012 Wages payable 32,000 36,605 Bank loans 36,500 19,600 Accumulated deferred income taxes 39,153 27,429 Income taxes accrued 54,090 29,986 Other taxes accrued 39,010 17,727 Interest accrued 54,459 46,244 Dividends accrued 3,312 3,312 Other 78,869 66,309 ---------- ---------- Total current and accrued liabilities 524,996 485,686 ---------- ---------- Total Capital and Liabilities $6,744,981 $6,754,469 ========== ==========
4 Page 3 UNION ELECTRIC COMPANY STATEMENT OF INCOME (UNAUDITED) (Thousands of Dollars Except Shares and Per Share Amounts)
Three Months Ended Twelve Months Ended March 31, March 31, --------------------- --------------------- 1996 1995 1996 1995 ---- ---- ---- ---- Operating revenues: Electric $414,686 $408,748 $2,020,391 $1,976,314 Gas 44,548 38,212 94,149 87,570 Steam 157 155 443 447 -------- -------- ---------- ---------- Total operating revenue 459,391 447,115 2,114,983 2,064,331 Operating expenses: Operations Fuel and purchased power 88,085 88,899 364,345 336,865 Other 114,129 109,385 423,865 423,832 -------- -------- ---------- ---------- 202,214 198,284 788,210 760,697 Maintenance 48,634 50,168 220,075 205,543 Depreciation and decommissioning 59,585 57,600 235,221 228,464 Income taxes 28,221 23,860 213,902 205,655 Other taxes 50,983 49,897 213,231 211,631 -------- -------- ---------- ---------- Total operating expenses 389,637 379,809 1,670,639 1,611,990 Operating income 69,754 67,306 444,344 452,341 Other income and deductions: Allowance for equity funds used during construction 1,702 1,892 6,637 6,006 Miscellaneous, net 895 646 (5,733) (1,588) -------- -------- ---------- ---------- Total other income/deductions, net 2,597 2,538 904 4,418 Income before interest charges 72,351 69,844 445,248 456,759 Interest charges: Interest 33,858 33,435 135,163 142,163 Allowance for borrowed funds used during construction (1,647) (1,815) (5,938) (6,159) -------- -------- ---------- ---------- Net interest charges 32,211 31,620 129,225 136,004 Net income 40,140 38,224 316,023 320,755 Preferred stock dividends 3,312 3,313 13,249 13,251 -------- -------- ---------- ---------- Earnings on common stock $ 36,828 $ 34,911 $ 302,774 $ 307,504 ======== ======== ========== ========== Earnings per share of common stock $0.36 $0.34 $2.96 $3.01 ===== ===== ===== ===== (based on average shares outstanding) Dividends per share of common stock $0.625 $0.61 $2.47 $2.41 ====== ===== ===== ===== Average number of common shares outstanding (in thousands) 102,124 102,124 102,124 102,124 ======= ======= ======= =======
5 UNION ELECTRIC COMPANY Page 4 STATEMENT OF CASH FLOWS UNAUDITED (Thousands of Dollars)
Three Months Ended March 31, ------------------ 1996 1995 ---- ---- Cash Flows From Operating: Net income $ 40,140 $ 38,224 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 57,173 55,272 Amortization of nuclear fuel 10,723 9,375 Allowance for funds used during construction (3,349) (3,707) Postretirement benefit accrual - 8,086 Deferred income taxes, net 4,832 (2,705) Deferred investment tax credits, net (1,547) (1,546) Changes in assets and liabilities: Receivables, net 27,874 28,518 Materials and supplies 7,297 (3,429) Accounts and wages payable (88,303) 24,846 Taxes accrued 45,387 47,748 Interest and dividends accrued or declared 8,215 9,328 Other, net 11,086 (10,091) -------- -------- Net cash provided by operating activities 119,528 199,919 Cash Flows From Investing: Construction expenditures (83,605) (88,384) Allowance for funds used during construction 3,349 3,707 Nuclear fuel expenditures (18,054) (8,845) -------- -------- Net cash used in investing activities (98,310) (93,522) Cash Flows From Financing: Dividends on preferred stock (3,312) (3,313) Dividends on common stock (63,828) (62,295) Environmental bond funds - 1,620 Redemptions - Nuclear fuel lease (7,959) (48,911) Long-term debt (5,000) - Issuances - Nuclear fuel lease 13,173 12,704 Short-term debt 16,900 - Long-term debt 40,000 - -------- -------- Net cash used in financing activities (10,026) (100,195) -------- -------- Net change in cash and cash equivalents 11,192 6,202 Cash and cash equivalents at beginning of period 1,025 1,510 -------- -------- Cash and cash equivalents at end of period $ 12,217 $ 7,712 ======== ========= Supplemental disclosure of cash flow information: Cash and cash equivalents include cash on hand and temporary investments purchased with a maturity of three months or less Cash paid during the period: Interest (net of amount capitalized) $ 22,422 $ 20,696 Income taxes 170 1,076
6 Page 5 UNION ELECTRIC COMPANY NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Financial statement note disclosures, normally included in financial statements prepared in conformity with generally accepted accounting principles, have been omitted in this Form 10-Q pursuant to the Rules and Regulations of the Securities and Exchange Commission. However, in the opinion of the registrant, the disclosures contained in this Form 10-Q are adequate to make the information presented not misleading. See Notes to Financial Statements included in the 1995 Annual Report on Form 10-K for information relevant to the financial statements contained in this Form 10-Q, including information as to the significant accounting policies of the registrant. Note 2 - In the opinion of the registrant the interim financial statements filed as part of this Form 10-Q reflect all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the periods presented. Registrant's financial statements were prepared to permit the information required in the Financial Data Schedule (FDS), Exhibit 27, to be directly extracted from the filed statements. The FDS amounts correspond to or are calculable from the amounts reported in the financial statements or notes thereto. Note 3 - Due to the effect of weather on sales and other factors which are characteristic of public utility operations, financial results for the periods ended March 31, 1996 and 1995 are not necessarily indicative of trends for any twelve-month period. Note 4 - On July 21, 1995, the Missouri Public Service Commission approved an agreement involving the registrant's Missouri electric rates. The agreement provided for a 1.8 percent rate decrease for all classes of Missouri retail electric customers, effective August 1, 1995, reducing annual revenues by $30 million. In addition, a one-time $30 million credit was provided to Missouri electric customers in 1995 under the agreement. Also included is a three-year plan which provides that earnings in any future years in excess of a 12.61% return on equity (determined on a regulatory basis) will be shared equally between customers and stockholders and earnings above a 14% return on equity will be credited to customers. The formula for computing the credit uses twelve month results ending June 30, rather than calendar year earnings. At March 31, 1996, the registrant estimated that it will pay a credit of at least $13.5 million to its Missouri electric customers later in 1996. This credit was reflected as a reduction in electric revenues. The final amount of the credit will depend on several factors, including the registrant's earnings for the 12 months ending June 30, 1996. 7 Page 6 UNION ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS The registrant and CIPSCO Incorporated entered into a Merger Agreement dated August 11, 1995, which was later approved by the shareholders of both companies in December 1995. The merged entity is expected to realize approximately $644 million in net savings over 10 years from combining certain operations of the two companies and is expected to adopt Union Electric's dividend payment level. However, the merger is conditioned upon, among other things, receipt of certain regulatory and governmental approvals. The merger is expected to be consummated in early 1997. RESULTS OF OPERATIONS First quarter 1996 common stock earnings were $36.8 million or 36 cents per share, an increase of $1.9 million from 1995's first quarter. Earnings per share in the first quarter of 1996 were 2 cents higher than in the comparable year-ago period despite a $13.5 million revenue reduction to provide for a credit expected to be paid to Missouri electric customers later in 1996. This reduced earnings by 8 cents per share. Additionally, the 1.8 percent rate decrease for Missouri electric customers implemented in August, 1995 further reduced electric revenues in this year's first quarter by $7 million and earnings by about 4 cents per share when compared to the same 1995 period. (See Note 4 to the Financial Statements of this report). The increased earnings for the three months ended March 31, 1996 over the comparable 1995 period primarily reflect increased electric and gas operating revenues, largely offset by the revenue adjustments noted above. The higher first quarter revenues were primarily from increased electricity and gas sales this year due to colder winter weather and an additional day in the quarter due to leap year. Common stock earnings for the twelve months ended March 31, 1996 were $302.8 million, a $4.7 million decrease from the preceding twelve-month period. Earnings of $2.96 per share for the twelve months ended March 31, 1996 decreased 5 cents per share from the twelve months ended March 31, 1995. The decreased earnings for the twelve months ended March 31, 1996 versus the prior twelve-month period reflects higher electric operating revenues and lower interest charges offset by increased operating expenses and merger-related expenses. Electric revenues were higher despite the revenue adjustments noted above and the one-time $30 million credit for Missouri electric customers recorded in the third quarter of 1995. (See Note 4 to the Financial Statements of this report). In addition to greater fuel and purchased power costs, operating expenses were up due to increased maintenance, depreciation and taxes. The increased maintenance expenses for the twelve months ended March 31, 1996 resulted from the Spring 1995 Callaway nuclear refueling outage. The significant items affecting revenues, costs and earnings during the three-month and twelve-month periods ended March 31, 1996 and 1995 are detailed below:
Electric Operating Revenues (Millions of Dollars) Variations for periods ended March 31, 1996 from comparable prior periods -------------------------------------------------- Three Months Twelve Months ------------- ------------- Rate variations $ (6.9) $ (20.6) Credit to customers (13.5) (43.5) Effect of abnormal weather 7.9 57.1 Growth and other 18.4 51.1 ------ ------ $ 5.9 $ 44.1 ====== ======
As discussed previously, rate variations and credits to customers for the three months and twelve months ended March 31, 1996 are attributable to the agreement reached with the Missouri Public Service Commission in July 1995, as discussed previously. 8 Page 7 UNION ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS (Continued) First quarter 1996 kilowatt-hour sales were up 7 percent from the same quarter of 1995, primarily due to colder winter weather and an additional day in the quarter due to leap year. Weather-sensitive residential and commercial sales rose 10 percent and 7 percent, respectively, from the year-ago quarter while industrial sales grew 3 percent. Kilowatt-hour sales for the twelve months ended March 31, 1996 increased 6 percent over the prior twelve-month period. This increase reflects hotter than normal and colder than normal temperatures in the 1995 third quarter and the 1996 first quarter, respectively, and a strong local economy. Residential sales increased 9 percent, while sales to commercial and industrial customers rose 4 percent and 3 percent, respectively.
Operating Expenses (Millions of Dollars) Variations for periods ended March 31, 1996 from comparable prior periods -------------------------------------------------- Three Months Twelve Months ------------ ------------- Fuel: Variation in generation $ 6.6 $ 11.4 Price (6.4) (2.3) Generation efficiencies 2.3 4.7 Department of Energy assessment (0.3) (0.7) Net Interchange sales and purchased power variation (3.0) 14.4 ----- ----- $(0.8) $27.5 ===== =====
The decrease in fuel and purchased power costs for the three months ended March 31, 1996, versus the three months ended March 31, 1995, is primarily due to lower fuel prices and reduced net purchased power costs offset by increased generation and reduced generating efficiencies. The increased fuel and purchased power costs for the twelve months ended March 31, 1996, versus the twelve months ended March 31, 1995, is primarily due to greater net purchased power costs and increased generation. These increases resulted from the need for replacement power during the Callaway plant refueling outage during the Spring of 1995 and greater electricity sales during the hot 1995 summer and colder first quarter of 1996. Other operating expense variations reflect recurring conditions such as growth, inflation and wage increases. During the three months ended March 31, 1996, versus the comparable 1995 period, operations expenses other than fuel and purchased power were up $5 million due primarily to increased gas purchased for resale. Maintenance expenses during the current three-month period were $1.5 million lower primarily due to reduced labor expense. For the twelve months ended March 31, 1996, versus the prior twelve-month period, operations expenses other than fuel and purchased power, were unchanged with a $5 million increase in natural gas purchased for resale and a $6 million increase in labor being offset by a $11 million reduction in other expenses. The $11 million reduction in other expenses resulted primarily from a $5 million decrease in employee benefits expense, a $8 million decrease in injuries, damages and insurance premiums offset by a $2 million increase in materials and supplies expense. Maintenance expenses for the current twelve-month period increased $15 million due to a $21 million increase in power plant maintenance (due largely to the Spring 1995 Callaway nuclear refueling outage), partially offset by reduced distribution system maintenance. 9 Page 8 UNION ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS (Continued) Operating Expenses (Continued) Depreciation expense for the three-month and twelve-month periods ended March 31, 1996, versus the comparable 1995 periods, increased $2 million and $7 million, respectively, primarily due to increases in depreciable property. Other taxes charged to operating expenses increased $1 million and $2 million, respectively, during the three and twelve months ended March 31, 1996, versus the comparable 1995 periods, resulting primarily from increased gross receipts taxes due to greater sales. Income taxes charged to operating expenses increased $4 million and $8 million, respectively, during the three and twelve months ended March 31, 1996, versus the comparable 1995 periods, primarily due to higher pretax income and a higher effective tax rate. Other Income and Deductions Miscellaneous other net income and deductions decreased $4 million for the twelve months ended March 31, 1996, versus the comparable 1995 period, primarily reflecting $10 million of merger-related expenses partially offset by reduced charitable contributions during the current twelve-month period. Interest During the twelve months ended March 31, 1996 versus the comparable prior year period, interest decreased $7 million, primarily due to reductions in other interest expense, partially offset by interest from higher rates on variable rate long-term debt. Allowance for Funds Used During Construction (AFC) Variations in AFC track construction work in progress and changes were not significant for the reporting periods. During the twelve- month periods ended March 31, 1996 and 1995, AFC rates averaged 9.2 percent and 9.3 percent, respectively. Balance Sheet The $30.5 million decrease in accounts receivable and unbilled revenues is due primarily to increased budget billing accounts receivable balances in November and December 1995 resulting from the hot summer weather in 1995, as well as variations in revenue receipts for the months of February and March 1996, compared to the months of November and December 1995. Changes in the accounts payable, income taxes accrued and other tax accruals result from the timing of various payments to taxing authorities and suppliers. Rate Matters See Note 4 under Notes to Financial Statements of this report. On April 24, 1996 the FERC issued Orders 888 and 889 which are intended to promote competition in the wholesale energy market. FERC will require transmission owning public utilities, such as the registrant, to provide transmission access and service to others in a manner similar and comparable to that which the utility has by virtue of ownership. In Order 888, FERC requires that a single tariff be used by the utility in providing transmission service. Order 888 also provides for the recovery of stranded costs. 10 Page 9 UNION ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS (Continued) Rate Matters (Continued) Order 889 established the Standards of Conduct and information requirements that transmission owners must adhere to in doing business under the open access rule. Under Order 889, utilities must obtain transmission service for their own use in the same manner its customers will obtain service, thus mitigating market power through control of transmission facilities. The registrant is currently evaluating Orders 888 and 889. Based on its preliminary analysis, the registrant believes that these Orders, as they relate to its wholesale business, will not have a material adverse effect on its financial condition, results of operations or liquidity. LIQUIDITY AND CAPITAL RESOURCES Cash provided by the registrant's operations was $120 million for the three months ended March 31, 1996 compared to $200 million during the same period in 1995. Cash flows used in investing activities totaled $98 million and $94 million for the three months ended March 31, 1996 and 1995, respectively. Construction expenditures for the three months ended March 31, 1996 were for constructing new or improving existing facilities, purchasing railroad coal cars and expenditures for complying with the Clean Air Act. In addition, the registrant expended $18 million for the acquisition of nuclear fuel. Capital requirements for the remainder of 1996 are expected to be principally for construction expenditures and the acquisition of nuclear fuel. Cash flows used in financing activities were $10 million for the three months ended March 31, 1996 compared to $100 million during the same period in 1995. The registrant's principal financing activities for the three months ended March 31, 1996 were the redemption of $5 million of First Mortgage Bonds, the issuance of $40 million of long-term debt under a revolving credit agreement and the payment of dividends. On February 9, 1996, the Board of Directors of the registrant declared a quarterly dividend of 62.5 cents per common share. Common stock dividends paid for the twelve months ended March 31, 1996, resulted in a pay out rate of 83% of registrant's earnings to common stockholders. Dividends paid to registrant's common stockholders relative to net cash provided by operating activities for the same period were 45%. The registrant plans to utilize short-term debt as support for normal operations and other temporary requirements. The registrant is authorized by the Federal Energy Regulatory Commission (FERC) to have outstanding at any one time up to $600 million of short-term unsecured debt instruments. Short-term borrowings of the registrant consist of bank loans (maturities generally on an overnight basis) and commercial paper (maturities generally within 10-45 days). At March 31, 1996, the registrant had committed banks lines of credit aggregating $184 million (of which $147.5 million was unused at such date) which make available interim financing at various rates of interest based on LIBOR, the bank certificate of deposit rate, or other options, and in support of which the registrant pays to its lending banks annual fees up to 0.10%. These lines of credit are renewable annually at various dates throughout the year. The registrant also has bank credit agreements due 1998 and 1999 which permit the registrant to borrow up to $300 million and $200 million, respectively, on a long-term basis. At March 31, 1996, $40 million of such borrowings were outstanding. Additionally, the registrant has a lease agreement which provides for the financing of nuclear fuel. At March 31, 1996, the maximum amount which may be financed under the agreement is $120 million. Cash provided from financing for the three months ended March 31, 1996 included issuances for nuclear fuel of $13 million offset by $8 million of redemptions. At March 31, 1996, $102 million was financed under the lease. On May 1, 1996, the registrant redeemed $30,000,000 of 5-1/2% Series First Mortgage Bonds, due on that date, at a price of 100% of the principal amount. 11 Page 10 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the annual meeting of stockholders of the registrant held on April 23, 1996, the following matters were presented to the meeting for a vote and the results of such voting are as follows: Item (1) Election of Directors.
Non-Voted Name For(1) Withheld(1) Brokers(2) ---- ----- ---------- --------- William E. Cornelius . . . . . . . . . . . 84,266,108 1,367,496 11,481,942 Thomas A. Hays . . . . . . . . . . . . . . 84,298,877 1,332,498 11,481,942 Thomas H. Jacobsen . . . . . . . . . . . . 84,297,310 1,327,823 11,481,942 Richard A. Liddy . . . . . . . . . . . . . 84,231,037 1,371,417 11,481,942 John Peters MacCarthy . . . . . . . . . . . 84,265,028 1,352,300 11,481,942 Paul L. Miller, Jr. . . . . . . . . . . . . 84,231,780 1,378,044 11,481,942 Charles W. Mueller . . . . . . . . . . . . 84,310,700 1,333,355 11,481,942 Robert H. Quenon . . . . . . . . . . . . . 83,484,538 1,521,438 11,481,942 Harvey Saligman . . . . . . . . . . . . . . 84,104,781 1,481,408 11,481,942 Janet McAfee Weakley . . . . . . . . . . . 84,078,702 1,502,536 11,481,942
Item (2) Stockholder Proposal re Report on Callaway Plant Decommissioning Cost.
Non-Voted For Against Abstain Brokers(2) --- ------- ------- -------- 7,244,625 62,750,602 4,237,244 20,510,181
____________________ (1) Reflects effect of cumulative voting. (2) Ascertained by deduction. ITEM 5. OTHER INFORMATION UNAUDITED PRO FORMA FINANCIAL INFORMATION AMEREN CORPORATION On August 11, 1995, the registrant and CIPSCO Incorporated ("CIPSCO") entered into an Agreement and Plan of Merger, which was subsequently approved by the shareholders of both parties. The merger ("Merger") is further conditioned on, among other things, receipt of regulatory and governmental approvals; is expected to be consummated in early 1997; and will result in a newly formed holding company, Ameren Corporation. The following unaudited pro forma financial information combines the historical balance sheets and statements of income of the registrant and CIPSCO, including their respective subsidiaries, after giving effect to the Merger. The unaudited pro form a combined condensed balance sheet at March 31, 1996 gives effect to the Merger as if it had occurred at March 31, 1996. The unaudited pro forma combined condensed statements of income for the three-month periods ended March 31, 1996, 1995 and the twelve-month period ended March 31, 1996, give effect to the Merger as if it had occurred at the beginning of the periods presented. These statements 12 Page 11 are prepared on the basis of accounting for the Merger as a pooling of interests and are based on the assumptions set forth in the notes thereto. In addition, the pro forma financial information does not give effect to the expected synergies of the transaction. The following pro forma financial information has been prepared from, and should be read in conjunction with, the historical financial statements and related notes thereto of the registrant and CIPSCO. The following information is not necessarily indicative of the financial position or operating results that would have occurred had the Merger been consummated on the date, or at the beginning of the periods, for which the Merger is being given effect nor is it necessarily indicative of future operating results or financial position. In addition, due to the effect of weather on sales and other factors which are characteristic of public utility operations, financial results for the three-month periods ended March 31, 1996 and 1995, are not necessarily indicative of trends for any twelve-month period. 13 Page 12 AMEREN CORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET AT MARCH 31, 1996 (THOUSANDS OF DOLLARS)
ASSETS As Reported (Note 1) Pro Forma - ------ ---------------------- Adjustments Pro Forma Property and plant UE CIPSCO (Notes 2,9) Combined ----- ------ ----------- --------- Electric $8,558,166 $2,332,505 $ 374,762 $11,265,433 Gas 176,784 231,879 - 408,663 Other 35,097 - - 35,097 ---------- ---------- --------- ----------- 8,770,047 2,564,384 374,762 11,709,193 Less accumulated depreciation and amortization 3,559,955 1,146,735 255,439 4,962,129 ---------- ---------- --------- ----------- 5,210,092 1,417,649 119,323 6,747,064 Construction work in progress: Nuclear fuel in process 142,325 - - 142,325 Other 115,464 41,937 1,633 159,034 ---------- ---------- --------- ----------- Total property and plant, net 5,467,881 1,459,586 120,956 7,048,423 Regulatory asset - deferred income taxes (Note 6) 706,371 44,236 - 750,607 Other assets: Unamortized debt expense 43,260 16,123 640 60,023 Nuclear decommissioning trust fund 78,032 - - 78,032 Investments in nonregulated activities - 107,213 - 107,213 Other 25,912 29,096 (1,528) 53,480 ---------- ---------- --------- ----------- Total other assets 147,204 152,432 (888) 298,748 Current assets: Cash and temporary investments 12,217 7,903 133 20,253 Accounts receivable, net 173,762 73,579 22,015 269,356 Unbilled revenue 69,307 27,225 - 96,532 Materials and supplies, at average cost - Fossil fuel 36,468 33,255 7,637 77,360 Other 95,537 41,477 4,993 142,007 Other 36,234 17,300 3,700 57,234 ---------- ---------- --------- ----------- Total current assets 423,525 200,739 38,478 662,742 ---------- ---------- --------- ----------- Total Assets $6,744,981 $1,856,993 $ 158,546 $ 8,760,520 ========== ========== ========= =========== CAPITAL AND LIABILITIES: - ------------------------ Capitalization: Common stock (Note 2) $ 510,619 $ 356,812 $(866,059) $ 1,372 Other stockholders' equity (Note 2) 1,781,578 298,894 866,059 2,946,531 ---------- ---------- --------- ---------- Total common stockholders' equity 2,292,197 655,706 - 2,947,903 Preferred stock of subsidiary 219,147 80,000 - 299,147 Long-term debt 1,771,139 479,002 130,000 2,380,141 ---------- ---------- --------- ---------- Total capitalization 4,282,483 1,214,708 130,000 5,627,191 Minority interest in consolidated subsidiary - - 3,534 3,534 Accumulated deferred income taxes 1,327,759 326,372 (7,059) 1,647,072 Accumulated deferred investment tax credits 164,977 51,397 - 216,374 Regulatory liability 213,331 114,219 - 327,550 Accumulated provision for nuclear decommissioning 79,705 - - 79,705 Other deferred credits and liabilities 151,730 - 6,506 158,236 Current liabilities: Current maturity of long-term debt 102,289 - - 102,289 Short-term debt 36,500 10,995 2,000 49,495 Accounts payable 85,314 50,233 18,029 153,576 Wages payable 32,000 10,691 - 42,691 Taxes accrued 132,253 25,955 - 158,208 Interest accrued 54,459 8,654 2,886 65,999 Other 82,181 43,769 2,650 128,600 ---------- ---------- --------- ---------- Total current liabilities 524,996 150,297 25,565 700,858 ---------- ---------- --------- ---------- Total Capital and Liabilities $6,744,981 $1,856,993 $ 158,546 $8,760,520 ========== ========== ========= ==========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 14 Page 13 AMEREN CORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME THREE MONTHS ENDED MARCH 31, 1996 (Thousands of Dollars Except Shares and Per Share Amounts)
UE CIPSCO -- ------ Pro Forma (As Reported) (As Reported) Adjustments Pro Forma (Notes 1,4,10) (Notes 1,4) (Notes 2,9) Combined -------------- ----------- ---------- --------- OPERATING REVENUES: Electric $414,686 $171,288 $48,136 $634,110 Gas 44,548 64,418 - 108,966 Other 157 2,173 104 2,434 -------- -------- ------- -------- Total operating revenues 459,391 237,879 48,240 745,510 OPERATING EXPENSES: Operations Fuel and purchased power 88,085 69,269 28,037 185,391 Gas costs 24,325 41,197 - 65,522 Other 89,804 34,635 4,431 128,870 -------- -------- ------- -------- 202,214 145,101 32,468 379,783 Maintenance 48,634 11,436 3,815 63,885 Depreciation and amortization 59,585 20,913 3,776 84,274 Income taxes (Note 7) 28,221 13,460 1,946 43,627 Other taxes 50,983 16,013 552 67,548 -------- -------- ------- -------- Total operating expenses 389,637 206,923 42,557 639,117 OPERATING INCOME 69,754 30,956 5,683 106,393 OTHER INCOME AND DEDUCTIONS: Allowance for equity funds used during construction 1,702 11 - 1,713 Minority interest in consolidated subsidiary - - (1,192) (1,192) Miscellaneous, net 895 (203) (1,851) (1,159) -------- -------- ------- -------- Total other income and deductions, net 2,597 (192) (3,043) (638) INCOME BEFORE INTEREST CHARGES AND PREFERRED DIVIDENDS 72,351 30,764 2,640 105,755 INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest 33,858 8,722 2,640 45,220 Allowance for borrowed funds used during construction (1,647) (15) - (1,662) Preferred dividends of subsidiaries (Note 8) 3,312 939 - 4,251 -------- -------- ------- -------- Net interest charges and preferred dividends 35,523 9,646 2,640 47,809 NET INCOME $ 36,828 $ 21,118 $ - $ 57,946 ======== ======== ======= ======== EARNINGS PER SHARE OF COMMON STOCK (BASED ON AVERAGE SHARES OUTSTANDING) $0.36 $0.62 $0.42 ===== ===== ===== AVERAGE COMMON SHARES OUTSTANDING (Note 2) 102,123,834 34,069,542 1,022,086 137,215,462 =========== ========== ========= ===========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 15 Page 14 AMEREN CORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME THREE MONTHS ENDED MARCH 31, 1995 (Thousands of Dollars Except Shares and Per Share Amounts)
UE CIPSCO -- ------ Pro Forma (As Reported) (As Reported) Adjustments Pro Forma (Note 1) (Notes 1,3) (Notes 2,9) Combined -------- ----------- ---------- --------- OPERATING REVENUES: Electric $408,748 $153,188 $46,053 $607,989 Gas 38,212 55,687 - 93,899 Other 155 1,587 53 1,795 -------- -------- ------- -------- Total operating revenues 447,115 210,462 46,106 703,683 OPERATING EXPENSES: Operations Fuel and purchased power 88,899 57,984 25,975 172,858 Gas costs 19,286 34,131 - 53,417 Other 90,099 41,526 4,561 136,186 -------- -------- ------- -------- 198,284 133,641 30,536 362,461 Maintenance 50,168 12,205 4,023 66,396 Depreciation and amortization 57,600 20,601 3,792 81,993 Income taxes (Note 7) 23,860 6,680 1,828 32,368 Other taxes 49,897 15,763 547 66,207 -------- -------- ------- -------- Total operating expenses 379,809 188,890 40,726 609,425 OPERATING INCOME 67,306 21,572 5,380 94,258 OTHER INCOME AND DEDUCTIONS: Allowance for equity funds used during construction 1,892 171 - 2,063 Minority interest in consolidated subsidiary - - (1,128) (1,128) Miscellaneous, net 646 315 (1,682) (721) -------- -------- ------- -------- Total other income and deductions, net 2,538 486 (2,810) 214 INCOME BEFORE INTEREST CHARGES AND PREFERRED DIVIDENDS 69,844 22,058 2,570 94,472 INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest 33,435 8,537 2,570 44,542 Allowance for borrowed funds used during construction (1,815) (15) - (1,830) Preferred dividends of subsidiaries (Note 8) 3,313 968 - 4,281 -------- -------- ------- -------- Net interest charges and preferred dividends 34,933 9,490 2,570 46,993 NET INCOME $ 34,911 $ 12,568 $ - $ 47,479 ======== ========= ======= ======== EARNINGS PER SHARE OF COMMON STOCK (BASED ON AVERAGE SHARES OUTSTANDING) $0.34 $0.37 $ - $0.35 ===== ===== ======= ===== AVERAGE COMMON SHARES OUTSTANDING (Note 2) 102,123,834 34,069,542 1,022,086 137,215,462 =========== ========== ========= ===========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 16 Page 15 AMEREN CORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME TWELVE MONTHS ENDED MARCH 31, 1996 (Thousands of Dollars Except Shares and Per Share Amounts)
UE CIPSCO -- ------ Pro Forma (As Reported) (As Reported) Adjustments Pro Forma (Notes 1,4,10) (Notes 1,3,4) (Notes 2,9) Combined -------------- ------------- ---------- --------- OPERATING REVENUES: Electric $2,020,391 $721,583 $184,846 $2,926,820 Gas 94,149 138,337 - 232,486 Other 443 9,759 412 10,614 ---------- -------- -------- ---------- Total operating revenues 2,114,983 869,679 185,258 3,169,920 OPERATING EXPENSES: Operations Fuel and purchased power 364,345 259,511 99,791 723,647 Gas costs 56,290 81,120 - 137,410 Other 367,575 148,477 19,018 535,070 ---------- -------- -------- ---------- 788,210 489,108 118,809 1,396,127 Maintenance 220,075 67,227 17,733 305,035 Depreciation and amortization 235,221 83,575 15,730 334,526 Income taxes (Note 7) 213,902 52,551 7,976 274,429 Other taxes 213,231 56,863 1,917 272,011 ---------- -------- -------- ---------- Total operating expenses 1,670,639 749,324 162,165 2,582,128 OPERATING INCOME 444,344 120,355 23,093 587,792 OTHER INCOME AND DEDUCTIONS: Allowance for equity funds used during construction 6,637 729 - 7,366 Minority interest in consolidated subsidiary - - (4,625) (4,625) Miscellaneous, net (5,733) (2,816) (8,081) (16,630) ---------- --------- -------- ---------- Total other income and deductions, net 904 (2,087) (12,706) (13,889) INCOME BEFORE INTEREST CHARGES AND PREFERRED DIVIDENDS 445,248 118,268 10,387 573,903 INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest 135,163 33,954 10,387 179,504 Allowance for borrowed funds used during construction (5,938) (73) - (6,011) Preferred dividends of subsidiaries (Note 8) 13,249 3,821 - 17,070 ---------- -------- -------- ---------- Net interest charges and preferred dividends 142,474 37,702 10,387 190,563 NET INCOME $ 302,774 $ 80,566 $ - $ 383,340 ========== ======== ======== ========== EARNINGS PER SHARE OF COMMON STOCK (BASED ON AVERAGE SHARES OUTSTANDING) $2.96 $2.36 $2.79 ===== ===== ===== AVERAGE COMMON SHARES OUTSTANDING (Note 2) 102,123,834 34,069,542 1,022,086 137,215,462 =========== ========== ========= ===========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 17 Page 16 AMEREN CORPORATION NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 1. Reclassifications have been made to certain "as reported" account balances reflected in the registrant's and CIPSCO's financial statements to conform to this reporting presentation (See Notes 6, 7 and 8). All other financial statement presentation and accounting policy differences are immaterial and have not been adjusted in the pro forma combined condensed financial statements. 2. The pro forma combined condensed financial statements reflect the conversion of each share of the registrant's Common Stock ($5 par value) outstanding into one share of Ameren Common Stock ($.01 par value) and the conversion of each share of CIPSCO Common Stock (no par value) outstanding into 1.03 shares of Ameren Common Stock, as provided in the Merger Agreement. The pro forma combined condensed financial statements are presented as if the companies were combined during all periods included therein. 3. Net income for the three months ended March 31, 1995 includes CIPSCO's pre-tax charges of $5.8 million for a voluntary separation program. Net income for the twelve months ended March 31, 1996 includes $5.7 million of system development expenses. 4. The allocation between the registrant and CIPSCO and their customers of the estimated cost savings resulting from the merger, net of the costs incurred to achieve such savings, will be subject to regulatory review and approval. Transaction costs are currently estimated to be approximately $22 million (including fees for financial advisors, attorneys, accountants, consultants, filings and printing). None of these estimated cost savings have been reflected in the pro forma combined condensed financial statements. However, net income for the three months and twelve months ended March 31, 1996 include merger transaction costs and costs to achieve such savings of $0.9 million and $9.9 million, net of income taxes, for the registrant and $0.7 million and $5.4 million, net of income taxes, for CIPSCO, respectively. 5. Intercompany transactions (including purchased and exchanged power transactions) between the registrant and CIPSCO during the periods presented were not material and, accordingly, no pro forma adjustments were made to eliminate such transactions. 6. CIPSCO's regulatory asset related to deferred income taxes was reclassified from the regulatory liability account balance to conform to this reporting presentation. 7. CIPSCO's income taxes are reflected as operating expenses to conform to this reporting presentation. 8. Currently, the registrant's Preferred Stock is not issued by a subsidiary; subsequent to the merger, the registrant's Preferred Stock will be issued by a subsidiary of Ameren. As a result, the registrant's preferred dividend requirements have been reclassified to conform to this reporting presentation. 9. Pro forma adjustments have been made to consolidate the financial results of Electric Energy, Inc. (EEI), which will, in substance, be a 60% owned subsidiary of Ameren subsequent to the merger. The registrant and CIPSCO hold 40% and 20% ownership interests, respectively, in EEI and account for these investments under the equity method of accounting. All intercompany transactions between the registrant, CIPSCO and EEI have been eliminated. 10. Net income for the three and twelve months ended March 31, 1996 includes credits for Missouri electric customers which reduced revenues and pre-tax income of the registrant by $13.5 million and $43.5 million, respectively. 18 Page 17 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibit 12(a) - Computation of Ratio of Earnings to Fixed Charges, 12 Months Ended March 31, 1996. Exhibit 12(b) - Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements, 12 Months Ended March 31, 1996. Exhibit 27 - Financial Data Schedule. (b) Reports on Form 8-K. None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNION ELECTRIC COMPANY (Registrant) May 13, 1996 By /s/ Donald E. Brandt ---------------------------- Donald E. Brandt Senior Vice President Finance and Corporate Services EX-12.(A) 2 COMPUTATION OF RATIO OF EARNINGS 1 EXHIBIT 12(a) UNION ELECTRIC COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31, 12 Months ---------------------------------------------------------- Ended March 31, 1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ---- (Thousands of Dollars Except Ratios) Net income for the Period $321,512 $302,748 $297,160 $320,757 $314,107 $316,023 -------- -------- -------- -------- -------- -------- Add: Taxes Based on income 218,954 197,009 182,716 203,827 207,734 211,152 -------- -------- -------- -------- -------- -------- Fixed Charges: Interest on Debt 163,061 125,798 124,430 135,608 129,239 129,660(*) Amortization of Premium and Discount, Less Expense on Debt; and Bond Defeasance Cost 4,148 9,521 5,170 5,504 5,502 5,503 Rentals (See note) 1,171 908 1,314 1,299 3,330 3,280 -------- -------- -------- -------- -------- -------- Total Fixed Charges 168,380 136,227 130,914 142,411 138,071 138,443 -------- -------- -------- -------- -------- -------- Earnings Available for Fixed Charges $708,846 $635,984 $610,790 $666,995 $659,912 $665,618 ======== ======== ======== ======== ======== ======== Ratio of Earnings to Fixed Charges 4.21 4.66 4.66 4.68 4.78 4.8 ==== ==== ==== ==== ==== ===
(*) Total annual interest charges on all bonds for the twelve months ended March 31, 1996 was $114,472,000. Note: Represents the interest factor applicable to rentals. EX-12.(B) 3 COMPUTATION OF RATIO OF EARNINGS/PREFERRED STOCK 1 EXHIBIT 12(b) UNION ELECTRIC COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Year Ended December 31, 12 Months ------------------------------------------------------------- Ended March 31, 1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ---- (Thousands of Dollars Except Ratios) Net income for the period $321,512 $302,748 $297,160 $320,757 $314,107 $316,023 Add: Taxes based on income 218,954 197,009 182,716 203,827 207,734 211,152 Fixed charges (see below) 168,380 136,227 130,914 142,411 138,071 138,443 ------- -------- -------- -------- -------- -------- Earnings available for fixed charges and preferred stock dividend requirements of Registrant $708,846 $635,984 $610,790 $666,995 $659,912 $665,618 ======== ======== ======== ======== ======== ======== Fixed charges: Interest on debt $163,061 $125,798 $124,430 $135,608 $129,239 $129,660 Amortization of premium and discount, less expense, on debt; and bond defeasance cost 4,148 9,521 5,170 5,504 5,502 5,503 Rentals (see note) 1,171 908 1,314 1,299 3,330 3,280 -------- -------- -------- -------- -------- -------- Total fixed charges $168,380 $136,227 $130,914 $142,411 $138,071 $138,443 Preferred stock dividend requirements of Registrant* (Adjusted for income tax effect) 22,213 21,852 21,537 20,514 20,808 20,886 -------- -------- -------- -------- -------- -------- Total fixed charges and preferred stock dividend requirements $190,593 $158,079 $152,451 $162,925 $158,879 $159,329 ======== ======== ======== ======== ======== ======== Ratio of earnings to fixed charges and preferred dividends 3.72 4.02 4.01 4.09 4.15 4.18 ==== ==== ==== ==== ==== ====
Note: Represents the interest factor applicable to rentals. * See following page for supporting computation. 2 EXHIBIT 12(b) (continued) UNION ELECTRIC COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Year Ended December 31, 12 Months ----------------------------------------------------------- Ended March 31, 1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ---- (Thousands of Dollars Except Ratios) Computation of preferred stock dividend requirements of Registrant, adjusted for income tax effect* Preferred stock dividend requirements of Registrant, as shown on statement of earnings $ 14,059 $ 14,058 $ 14,087 $ 13,252 $ 13,250 $ 13,249 Less deductible preferred stock dividends** 2,085 2,085 1,973 1,816 1,816 1,816 -------- -------- -------- -------- -------- -------- Non-deductible preferred stock dividends $ 11,974 $ 11,973 $ 12,114 $ 11,436 $ 11,434 $ 11,433 ======== ======== ======== ======== ======== ======== Excess of net income before income taxes over net income (percentage) See note below 68.1% 65.1% 61.5% 63.5% 66.1% 66.8% ----- ----- ----- ----- ----- ----- Income tax effect on non-deductible preferred stock dividends* $ 8,154 $ 7,794 $ 7,450 $ 7,262 $ 7,558 $ 7,637 Add: Deductible preferred stock dividends (above) 2,085 2,085 1,973 1,816 1,816 1,816 Non-deductible preferred stock dividends (above) 11,974 11,973 12,114 11,436 11,434 11,433 -------- -------- -------- -------- -------- -------- Preferred stock dividend requirements of Registrant. (Adjusted for income tax effect) $ 22,213 $ 21,852 $ 21,537 $ 20,514 $ 20,808 $ 20,886 ======== ======== ======== ======== ======== ======== Note: Calculated as follows - Net income before income taxes $540,466 $499,757 $479,876 $524,584 $521,841 $527,175 Less net income 321,512 302,748 297,160 320,757 314,107 316,023 -------- -------- -------- -------- -------- -------- Excess - Taxed based on income $218,954 $197,009 $182,716 $203,827 $207,734 $211,152 ======== ======== ======== ======== ======== ======== - Percentage of net income 68.1% 65.1% 61.5% 63.5% 66.1% 66.8% ===== ===== ===== ===== ===== =====
* Income tax adjustment to reflect pretax earnings required to meet preferred stock dividend. ** Dividends deductible on federal income tax return. EX-27 4 FINANCIAL DATA SCHEDULE
UT 3-MOS DEC-31-1996 MAR-31-1996 PER-BOOK 5,467,881 78,032 423,525 69,172 706,371 6,744,981 510,619 717,669 1,063,909 2,292,197 624 218,497 1,701,145 36,500 0 0 70,000 26 69,994 32,289 2,323,709 6,744,981 2,114,983 213,902 1,456,737 1,670,639 444,344 904 445,248 129,225 316,023 13,249 302,774 63,828 114,472 559,121 2.96 2.96
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