-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bNXvXnExK9TYEAenItmhF2sxDhmzwsMDrSUvE4lGyCjrXi6TyaG7ltpBicKUmFZF Dhfc3QOtXQmDcWjaMoggoQ== 0000016906-94-000005.txt : 19940815 0000016906-94-000005.hdr.sgml : 19940815 ACCESSION NUMBER: 0000016906-94-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH ELECTRIC CO CENTRAL INDEX KEY: 0000071222 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 041659070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-07749 FILM NUMBER: 94543449 BUSINESS ADDRESS: STREET 1: ONE MAIN ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6172254000 MAIL ADDRESS: STREET 1: P O BOX 9150 CITY: CAMBRIDGE STATE: MA ZIP: 02142-9150 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEDFORD GAS & EDISON LIGHT CO DATE OF NAME CHANGE: 19810331 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEDFORD GAS LIGHT CO DATE OF NAME CHANGE: 19701106 10-Q 1 COMMONWEALTH ELECTRIC CO. FORM 10-Q PAGE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549-1004 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 2-7749 COMMONWEALTH ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-1659070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Main Street, Cambridge, Massachusetts 02142-9150 (Address of principal executive offices) (Zip Code) (617) 225-4000 (Registrant's telephone number, including area code) (Former name, address and fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class of Common Stock August 1, 1994 Common Stock, $25 par value 2,043,972 shares The Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q as a wholly-owned subsidiary and is therefore filing this Form with the reduced disclosure format. PAGE 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements COMMONWEALTH ELECTRIC COMPANY CONDENSED BALANCE SHEETS JUNE 30, 1994 AND DECEMBER 31, 1993 ASSETS (Unaudited) June 30, December 31, 1994 1993 (Dollars in Thousands) PROPERTY, PLANT AND EQUIPMENT, at original cost $481 755 $475 348 Less - Accumulated depreciation 139 930 133 349 341 825 341 999 Add - Construction work in progress 8 492 5 478 350 317 347 477 INVESTMENTS Equity in nuclear electric power company 623 601 Other 14 14 637 615 CURRENT ASSETS Cash 1 469 2 794 Advances to affiliates 5 295 4 485 Accounts receivable - Affiliated companies 2 036 2 413 Customers 37 579 38 743 Unbilled revenues 8 647 9 332 Prepaid property taxes - 2 538 Inventories and other 6 014 6 787 61 040 67 092 DEFERRED CHARGES 49 725 34 619 $461 719 $449 803 PAGE 3 COMMONWEALTH ELECTRIC COMPANY CONDENSED BALANCE SHEETS JUNE 30, 1994 AND DECEMBER 31, 1993 CAPITALIZATION AND LIABILITIES (Unaudited) June 30, December 31, 1994 1993 (Dollars in Thousands) CAPITALIZATION Common Equity - Common stock, $25 par value - Authorized and outstanding - 2,043,972 shares wholly-owned by Commonwealth Energy System (Parent) $ 51 099 $ 51 099 Amounts paid in excess of par value 97 112 97 112 Retained earnings 14 823 15 118 163 034 163 329 Long-term debt, less current sinking fund requirements 157 811 158 858 320 845 322 187 CURRENT LIABILITIES Current sinking fund requirements 1 053 1 053 Accounts payable - Affiliated companies 8 163 10 088 Other 31 804 22 044 Accrued taxes - Local property and other 357 3 017 Income 6 408 2 337 Other 16 726 13 125 64 511 51 664 DEFERRED CREDITS Accumulated deferred income taxes 40 389 39 396 Unamortized investment tax credits 8 209 8 430 Other 27 765 28 126 76 363 75 952 COMMITMENTS AND CONTINGENCIES $461 719 $449 803 See accompanying notes. PAGE 4 COMMONWEALTH ELECTRIC COMPANY CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993 (Unaudited) Three Months Ended Six Months Ended 1994 1993 1994 1993 (Dollars in Thousands) ELECTRIC OPERATING REVENUES $ 98 244 $ 99 605 $216 734 $204 317 OPERATING EXPENSES Electricity purchased for resale, transmission and fuel 64 267 68 658 145 042 137 053 Other operation and maintenance 21 795 22 692 41 795 45 939 Depreciation 3 984 3 850 7 998 7 716 Taxes - Income 1 011 (561) 4 021 638 Local property 1 240 1 215 2 524 2 435 Payroll and other 636 768 1 628 1 841 92 933 96 622 203 008 195 622 OPERATING INCOME 5 311 2 983 13 726 8 695 OTHER INCOME (EXPENSE) Allowance for equity funds used during construction 129 - 129 - Other, net 79 (5) 166 (4) 208 (5) 295 (4) INCOME BEFORE INTEREST CHARGES 5 519 2 978 14 021 8 691 INTEREST CHARGES Long-term debt 3 544 3 570 7 090 6 112 Other interest charges 115 62 225 923 Allowance for borrowed funds used during construction (88) (1) (153) (54) 3 571 3 631 7 162 6 981 NET INCOME (LOSS) 1 948 (653) 6 859 1 710 RETAINED EARNINGS - Beginning of period 16 759 14 193 15 118 14 882 Dividends on common stock (3 884) (2 249) (7 154) (5 301) RETAINED EARNINGS - End of period $ 14 823 $ 11 291 $ 14 823 $ 11 291 See accompanying notes. PAGE 5 COMMONWEALTH ELECTRIC COMPANY CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993 (Unaudited) 1994 1993 (Dollars in Thousands) OPERATING ACTIVITIES Net income $ 6 859 $ 1 710 Effects of non-cash items - Depreciation and amortization 9 481 8 424 Deferred income taxes and investment tax credits, net (350) 1 143 Change in working capital, exclusive of cash and advances to affiliates 18 384 16 895 Fuel charge stabilization deferral (11 087) - All other operating items (6 061) (9 928) Net cash provided by operating activities 17 226 18 244 INVESTING ACTIVITIES Additions to property, plant and equipment (exclusive of AFUDC) (9 387) (7 614) Allowance for borrowed funds used during construction (153) (54) Advances to affiliates (810) (2 095) Net cash used for investing activities (10 350) (9 763) FINANCING ACTIVITIES Long-term debt issues - 65 000 Sale of common stock - 35 000 Payment of short-term borrowings - (67 275) Payment to affiliates - (11 840) Long-term debt issues refunded - (21 300) Payment of dividends (7 154) (5 301) Retirement of long-term debt through sinking funds (1 047) (1 060) Net cash used for financing activities (8 201) (6 776) Net increase (decrease) in cash (1 325) 1 705 Cash at beginning of period 2 794 507 Cash at end of period $ 1 469 $ 2 212 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid (received) during the period for: Interest (net of capitalized amounts) $ 6 942 $ 6 016 Income taxes $ (821) $ 41 See accompanying notes. PAGE 6 COMMONWEALTH ELECTRIC COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (1) Accounting Policies Commonwealth Electric Company (the Company) is a wholly-owned subsidiary of Commonwealth Energy System. The parent company is referred to in this report as the "System" and, together with its subsidiaries, is collectively referred to as "the system." The Company's significant accounting policies are described in Note 1 of Notes to Financial Statements included in its 1993 Annual Report on Form 10-K filed with the Securities and Exchange Commission. For interim reporting purposes, the Company follows these same basic accounting policies but considers each interim period as an integral part of an annual period and makes allocations of certain expenses to interim periods based upon estimates of such expenses for the year. The Company has established various regulatory assets in cases where the Massachusetts Department of Public Utilities (DPU) and/or the Federal Energy Regulatory Commission (FERC) have permitted, or are expected to permit, recovery of specific costs over time. Similarly, certain regula- tory liabilities established by the Company are expected to be refunded to customers over time. As of June 30, 1994, principal regulatory assets included in deferred charges were $11.2 million associated with a rate stabilization plan, $8.9 million for postretirement benefits costs including pensions, $7.7 million for unrecovered plant and decommission- ing costs for the Yankee Atomic nuclear plant, $7.2 million in litigation costs associated with a settlement agreement with Boston Edison Company relative to the Pilgrim nuclear power plant, $5.1 million for unrecovered costs associated with a conservation and load management program and $4.4 million in abandonment costs for the Cannon Street generating station. The principal regulatory liability, reflected in deferred credits, was $4 million related to income taxes. Generally, expenses which relate to more than one interim period are allocated to other periods to more appropriately match revenues and expenses. Income tax expense is recorded using the statutory rates in effect applied to book income subject to tax recorded in the interim period. The unaudited financial statements for the periods ended June 30, 1994 and 1993 reflect, in the opinion of the Company, all adjustments (consisting of only normal recurring accruals) necessary to summarize fairly the results for such periods. In addition, certain prior period amounts are reclassified from time to time to conform with the presenta- tion used in the current period's financial statements. The results for interim periods are not necessarily indicative of results for the entire year because of seasonal variations in the con- sumption of energy. PAGE 7 COMMONWEALTH ELECTRIC COMPANY (2) Commitments and Contingencies (a) Construction and Financing Programs The Company is engaged in a continuous construction program present- ly estimated at $141 million for the five-year period 1994 through 1998. Of that amount, $24.8 million is estimated for 1994. As of June 30, 1994, the Company's construction expenditures amounted to approximately $9.7 million, including an allowance for funds used during construction. The Company expects to finance these expenditures on an interim basis with internally generated funds and short-term borrowings which are ultimately expected to be repaid with the proceeds from sales of long- term debt and equity securities. The program is subject to periodic review and revision due to factors such as changes in business conditions, rates of customer growth, effects of inflation, maintenance of reliable and safe service, equipment delivery schedules, licensing delays, availability and cost of capital and environmental regulations. (b) Rate Stabilization Plan The Company implemented a Fuel Charge (FC) rate settlement on April 1, 1994 that will stabilize its quarterly FC rate during the years 1994 through 1996 at 6.5 cents per KWH and between 6.5 cents and 6.7 cents per KWH during 1997. This settlement results in the Company billing its customers a significantly lower rate than would have been in effect on April 1, 1994 had the DPU not approved the proposal. The Company's customers would have been billed for increased costs that resulted from certain higher-priced, long-term contract obligations. This rate stabi- lization results from the use of a cost deferral mechanism that was spon- sored jointly by the Company and the Massachusetts Attorney General and approved by the DPU. The stabilized FC rate could save customers between 1.75% and 5% on their annual electric bills from 1994 through 1997. The deferred costs are being charged to a regulatory asset to be recovered, with carrying charges, over the subsequent six-year period beginning in 1998 pursuant to a recovery schedule to be approved by the DPU. The deferred amount, excluding carrying charges, is restricted to a maximum of $40 million during the settlement period (1994 through 1997) and is further limited to an annual cost deferral of $16 million which is the amount the Company anticipates will be deferred in 1994. As of June 30, 1994, the Company has deferred $11.2 million, including carrying charges. The rate stabilization mechanism is part of a long-term plan to con- trol the Company's retail rates. This plan will help to eliminate the disincentive for economic development resulting from a volatile and unpredictable FC rate. The stabilized FC rate will enable current and prospective customers to better plan their business and personal finances in a more efficient and effective manner. In addition to the Massachu- setts Attorney General, this proposal has been widely supported by various business and customer groups and other political interests. PAGE 8 COMMONWEALTH ELECTRIC COMPANY (c) Decommissioning of Yankee Atomic Nuclear Power Plant On February 26, 1992, the Board of Directors of Yankee Atomic Electric Company agreed to permanently discontinue power operation of its plant and decommission the facility. The Company's 2.5% investment in Yankee Atomic is approximately $623,000. The Company's estimated decom- missioning costs include its unrecovered share of all costs associated with the shutdown of the facility, recovery of its plant investment, and decommissioning and closing the plant to be $7.7 million. This amount is reflected in the accompanying Balance Sheets as a liability and a corre- sponding regulatory asset. PAGE 9 COMMONWEALTH ELECTRIC COMPANY Item 2. Management's Discussion and Analysis of Results of Operations The following is a discussion of certain significant factors which have affected operating revenues, expenses and net income during the periods included in the accompanying condensed statements of income. This discussion should be read in conjunction with the Notes to Condensed Financial Statements appearing elsewhere in this report. A summary of the period to period changes in the principal items included in the condensed statements of income for the three and six months ended June 30, 1994 and 1993 is shown below: Three Months Ended Six Months Ended June 30, June 30, 1994 and 1993 1994 and 1993 Increase (Decrease) (Dollars in Thousands) Electric Operating Revenues $(1 361) (1.4)% $ 12 417 6.1% Operating Expenses - Electricity purchased for resale, transmission and fuel (4 391) (6.4) 7 989 5.8 Other operation and maintenance (897) (4.0) (4 144) (9.0) Depreciation 134 3.5 282 3.7 Taxes - Federal and state income 1 572 280.2 3 383 530.3 Local property and other (107) (5.4) (124) (2.9) (3 689) (3.8) 7 386 3.8 Operating Income 2 328 78.0 5 031 57.9 Other Income 213 4260.0 299 7475.0 Income Before Interest Charges 2 541 85.3 5 330 61.3 Interest Charges (60) (1.7) 181 2.6 Net Income $ 2 601 398.3 $ 5 149 301.1 Retail Unit Sales MWH Increase 54 129 7.7 62 836 4.0 The following is a summary of unit sales for the periods indicated: Unit Sales (MWH) Three Months Six Months Period Ended Total Retail Wholesale Total Retail Wholesale June 30, 1994 1 115 847 755 293 360 554 2 370 220 1 621 182 749 038 June 30, 1993 955 347 701 164 254 183 2 045 878 1 558 346 487 532 PAGE 10 COMMONWEALTH ELECTRIC COMPANY Operating Revenues Operating revenues for the first half of 1994 increased by $12.4 million or 6.1% from the corresponding period in 1993 due to a $8 million increase in the cost of electricity purchased for resale, transmission and fuel, a 15.9% increase in total unit sales and a higher level of lost base revenues related to conservation and load management (C&LM) programs ($408,000). The recovery of lost base revenues is allowed by the Massachusetts Department of Public Utilities (DPU) to encourage effective implementation of C&LM programs. The KWH savings that are realized as a result of the successful implementation of C&LM programs serve as the basis for determining lost base revenues. The Company has also received approval from the DPU to recover in revenues current costs associated with C&LM programs through the operation of a Conservation Charge decimal on a dollar-for-dollar basis. To the extent that these expenses increase or decrease from period to period based on customer partici- pation, a corresponding change will occur in revenues. Current three and six- month C&LM costs were nearly level with the corresponding periods of the prior year. For the current quarter, despite a 16.8% increase in total unit sales, operating revenues decreased $1.4 million or 1.4% when compared to the same period in 1993 due to a $4.4 million decrease in the cost of electricity purchased for resale, transmission and fuel reflecting the deferral of $11.1 million in purchased power costs related to the Company's rate stabilization mechanism that was implemented on April 1, 1994 and a decline of $239,000 in lost base revenues. Also included in revenues for the three and six-month periods ended June 30, 1994 were wholesale sales to NEPOOL and to non-associate utilities of $7 million and $15.3 million, respectively, a $1.4 million and $4.2 million increase from the corresponding periods of 1993 reflecting the changing capacity needs of non-affiliated utilities and the New England Power Pool. Increasingly, the Company is able to sell its excess capacity at competitive terms and rates to satisfy various short-term requests for power from other regional utilities. Increased emphasis on the marketing of excess power supplies yielded estimated savings of $427,000 and $801,000 for the three and six months ended June 30, 1994 as compared to $111,000 and $136,000 for the respective periods last year. Fluctuations in the level of wholesale electric sales have no impact on net income. Electricity Purchased for Resale, Transmission and Fuel Electricity purchased for resale, transmission and fuel costs per KWH sold was lower in the current six-month period (6.1 cents) than the same period of a year ago (6.7 cents) reflecting the aforementioned deferral of $11.1 million for costs related to the Company's rate stabilization mechanism. For the three months ended June 30, 1994 and 1993, the per KWH cost was 5.8 cents and 7.2 cents, respectively. However, the Company continues to be impacted by contractual obligations to purchase higher-cost power procured in the 1980s when the Company's customer base grew dramatically and forecasts predicted continued growth. The Company is currently involved in the renegotiation of various power contracts which include price restructuring, buy-outs and/or generating unit shutdowns that could also reduce its cost of power. (Refer to "Power Contract Negotiations" section to follow.) PAGE 11 COMMONWEALTH ELECTRIC COMPANY The cost of electricity purchased for resale for the six-month periods ended June 30, 1994 and 1993 also included $2.3 million and $4.2 million of capacity-related costs associated with certain purchased power contracts that were not recovered in revenues due to the recovery mechanism established by the DPU. The impact of this under-recovery reduced net income by $1.4 million and $2.5 million for the respective six-month periods. For the three-month periods ended June 30, 1994 and 1993, the Company's unrecovered costs amounted to $2 million and $3.4 million resulting in reduced net income of $1.2 million and $2 million, respectively. (Refer to the "Power Contracts" section to follow.) For the current six-month period, retail energy unit sales for each customer segment showed improvement due to the first quarter's colder than normal weather conditions, more moderate weather during the second quarter of 1994 and a 1.9% increase in the number of customers. Other Operation and Maintenance Other operation and maintenance declined by $900,000 or 4% and $4.1 million or 9% in the current quarter and first half of 1994 primarily due to the savings of approximately $375,000 and $1.5 million, respectively, that resulted from a second quarter 1993 work force reduction and the absence (in both current three and six-month periods) of severance pay incurred in 1993 ($1.8 million). Other factors contributing to the decreases in both the three and six-month periods included lower affiliate services company charges ($1.1 million and $684,000) also due to the work force reduction and a decline in the provision for bad debts ($766,000 and $458,000) due to improved collection experience. Maintenance costs decreased $787,000 in the current six-month period primarily due to a reduction in maintenance-related projects. Depreciation and Taxes The change in local property and other taxes for the three and six-month periods reflects higher property tax rates ($26,000 and $89,000) offset by a reduction in payroll taxes of $133,000 and $213,000. Income taxes increased during the current periods due to the significantly higher levels of pretax income and, to a lesser extent, an increase in the federal income tax rate to 35%. Other Income and Interest Charges The increase in other income in both the three and six-month periods was due to an allowance for equity funds used during construction ($129,000) and carrying costs ($109,000) on the fuel charge stabilization deferral. In addition, for the six-month period, other income reflects a higher level of interest on advances to affiliated companies ($56,000) and increased income from non-utility operations ($66,000) primarily reflecting the absence in 1994 of a loss ($48,000 recorded in January 1993) in connection with the Company's equity investment in Yankee Atomic Electric Company and a loss in the second quarter of 1993 resulting from the disposition of the Cannon Street Generating Station oil inventory ($28,000). Total interest charges increased 2.6% for the current six-month period reflecting the issuance of $65 million in long-term debt in late March 1993 ($978,000) (which was primarily used to pay-down short-term borrowings) offset PAGE 12 COMMONWEALTH ELECTRIC COMPANY by a nearly $700,000 decline in short-term interest expense primarily reflect- ing the absence of short-term bank borrowings this year as compared to an average level of $29.9 million in the first half of 1993. Power Contracts The Company has long-term contracts for the purchase of electricity from various sources. Generally, these contracts are for fixed periods and require that the Company pay a demand charge for its capacity entitlement in each unit and an energy charge to cover the cost of fuel. The Company collects a portion of its capacity-related purchased power costs associated with certain long-term power arrangements through its base rates. The recovery mechanism for these costs uses a per KWH factor which is calculated using historical (test-period) capacity costs and unit sales. This factor is then applied to current monthly KWH sales. When current period capacity costs and/or unit sales vary from test-period levels, the Company experiences a revenue excess or shortfall. All other capacity and energy-related purchased power costs are recovered through the Company's Fuel Charge. Power Contract Negotiations On May 2, 1994, the Company and its affiliate Cambridge Electric Light Company (Cambridge Electric) gave notice of termination of power purchase agreements with Eastern Energy Corp. (Eastern), the developer of a proposed 300 MW coal-fired plant in New Bedford, Massachusetts. In June 1989, in order to meet rising energy requirements, the Company and Cambridge Electric agreed to buy 27% (50 MW and 33 MW, respectively) of the power to be produced by the proposed plant, originally scheduled to begin operation in January 1992. That date and later revised scheduled operating dates have not been achieved, and the proposed plant has still not received the necessary permits. Efforts to reshape the Eastern power purchase agreements to provide a satisfactory arrangement were unsuccessful. The companies' actions are based on Eastern's failure to meet its contractual obligations. In a letter dated June 30, 1994, Eastern provided to the Company and Cambridge Electric written notice of arbitration and its designation of an arbitrator pursuant to the 1989 agree- ments. The Company and Cambridge Electric by letter dated July 29, 1994 provided to Eastern notice of the companies' designation of an arbitrator and on July 30, 1994 filed an action in the Middlesex Superior Court (the Court) which seeks to have the issues which are to be the subject of the arbitration decided by the Court. The Company has filed with the DPU for the approval of a buy-out and termination of another power contract with a second independent power produc- er. If this buy-out proposal is approved, the resulting net replacement cost savings would be passed through to the Company's customers. PAGE 13 COMMONWEALTH ELECTRIC COMPANY PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company is not a party to any pending material legal proceeding. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended June 30, 1994. PAGE 14 COMMONWEALTH ELECTRIC COMPANY 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. COMMONWEALTH ELECTRIC COMPANY (Registrant) Principal Financial Officer: JAMES D. RAPPOLI James D. Rappoli, Financial Vice President and Treasurer Principal Accounting Officer: JOHN A. WHALEN John A. Whalen, Comptroller Date: August 12, 1994 -----END PRIVACY-ENHANCED MESSAGE-----