-----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, Wg2CHS0wmK13n5VVioKmxcWGIAcbpa1+ji1zN1ob32G1l4ieHaM0p3FF6qzG8yiq QfLrGINgVkKHccLDqQDUPA== 0000085153-96-000005.txt : 19960517 0000085153-96-000005.hdr.sgml : 19960517 ACCESSION NUMBER: 0000085153-96-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEVILLE TELEPHONE CO CENTRAL INDEX KEY: 0000085153 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 940817190 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00556 FILM NUMBER: 96564811 BUSINESS ADDRESS: STREET 1: P O BOX 969 CITY: ROSEVILLE STATE: CA ZIP: 95678-0969 BUSINESS PHONE: 9167861407 MAIL ADDRESS: STREET 1: P O BOX 969 CITY: ROSEVILLE STATE: CA ZIP: 95678-0969 10-Q 1 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 the fiscal quarter ended March 31, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-556 ROSEVILLE TELEPHONE COMPANY (Exact name of registrant as specified in its charter) California 94-0817190 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 211 Lincoln Street, Roseville, California 95678 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (916) 786-6141 Securities registered pursuant to Section 12(g) of the Act: Common Stock - Without Par Value (Title of class) 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. As of April 30, 1996, 14,915,424 shares of the registrant's Common Stock were outstanding. ROSEVILLE TELEPHONE COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME Quarter Ended Quarter Ended March 31, 1995 March 31, 1996 -------------- -------------- Operating revenues: Local service $ 11,480,000 $ 12,026,000 Network access service 7,925,000 8,477,000 Long distance service 1,040,000 1,037,000 ----------- ----------- Total rate regulated revenues 20,445,000 21,540,000 Directory advertising 1,603,000 1,767,000 Nonregulated sales and service 1,129,000 1,025,000 Other 1,367,000 1,187,000 ----------- ----------- Total operating revenues 24,544,000 25,519,000 Operating expenses: Plant operations 6,033,000 6,538,000 Depreciation 4,727,000 5,237,000 Customer operations 3,219,000 3,440,000 General and administrative 3,937,000 4,044,000 Cost of nonregulated sales and service 766,000 715,000 Property and miscellaneous taxes 448,000 459,000 ----------- ----------- Total operating expenses 19,130,000 20,433,000 ----------- ----------- Income from operations 5,414,000 5,086,000 Other income (expense): Interest income 401,000 342,000 Interest expense (755,000) (712,000) Equity in earnings of cellular partnership 1,218,000 1,963,000 Other, net (101,000) 72,000 ----------- ----------- Total other income, net 763,000 1,665,000 ----------- ----------- Income before income taxes 6,177,000 6,751,000 Income taxes 2,508,000 2,747,000 ----------- ----------- Net income $ 3,669,000 $ 4,004,000 =========== =========== Per Share of Common Stock: Net Income (1) $0.25 $0.27 ===== ===== Cash Dividends (2) $0.15 $0.15 ===== ===== Shares of common stock used to calculate net income per share 14,915,424 14,915,424 ========== ========== (1) Shares used in the computation of net income per share of common stock are based on the weighted average number of shares outstanding in each period after giving retroactive effect to a 3% stock dividend issued in December 1995. (2) Cash dividends per share of common stock are based on the actual dividends per share, as declared by the Company's Board of Directors, after giving retroactive effect to stock dividends. See accompanying notes. ROSEVILLE TELEPHONE COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 1995 March 31, 1996 ----------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 24,854,000 $ 35,953,000 Short-term investments 1,748,000 1,748,000 Refundable deposit 8,960,000 - Accounts receivable, net 13,687,000 14,117,000 Inventories 2,189,000 2,196,000 Prepaid expenses and other current assets 2,688,000 1,243,000 ------------ ------------ Total current assets 54,126,000 55,257,000 Property, plant and equipment, net 178,225,000 184,556,000 Investments and other assets: Cellular partnership 23,292,000 25,621,000 Deferred charges and other assets 1,246,000 1,241,000 ------------ ------------ 24,538,000 26,862,000 ------------ ------------ $256,889,000 $266,675,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 3,571,000 $ 4,107,000 Accounts payable and accrued liabilities 18,067,000 26,846,000 ------------ ------------ Total current liabilities 21,638,000 30,953,000 Long-term debt 33,750,000 32,321,000 Deferred credits 25,158,000 25,301,000 Minority interest in subsidiary 1,950,000 1,940,000 Shareholders' equity: Common Stock, without par value; 20,000,000 shares authorized, 14,915,424 shares issued and outstanding 166,676,000 166,676,000 Retained earnings 7,717,000 9,484,000 ------------ ------------ Total shareholders' equity 174,393,000 176,160,000 ------------ ------------ $256,889,000 $266,675,000 ============ ============ See accompanying notes. ROSEVILLE TELEPHONE COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Quarter Ended Quarter Ended March 31, 1995 March 31, 1996 -------------- -------------- Net cash provided by operating activities $10,352,000 $ 9,850,000 Cash flows from investing activities: Maturities of held-to-maturity investments 13,689,000 - Capital expenditures for property, plant and equipment (7,907,000) (4,220,000) Investment in cellular partnership (2,401,000) (366,000) Return of refundable deposit - 8,960,000 Changes in deferred charges and other assets 6,000 5,000 ----------- ----------- Net cash provided by investing activities 3,387,000 4,379,000 Cash flows from financing activities: Principal payments of long-term debt - (893,000) Dividends paid (2,173,000) (2,237,000) ----------- ----------- Net cash used in financing activities (2,173,000) (3,130,000) ----------- ----------- Increase in cash and cash equivalents 11,566,000 11,099,000 Cash and cash equivalents at beginning of period 21,282,000 24,854,000 ----------- ----------- Cash and cash equivalents at end of period $32,848,000 $35,953,000 =========== =========== See accompanying notes. ROSEVILLE TELEPHONE COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General and Basis of Accounting The condensed consolidated financial statements of Roseville Telephone Company (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for the interim periods shown. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations and generally accepted accounting principles applicable for interim periods. Management believes that the disclosures made are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1995 Annual Report to Shareholders. A number of telecommunications companies, including all of the Regional Bell Operating Companies, have determined that they no longer meet the criteria of Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" ("SFAS No. 71"), which requires companies meeting the criteria to give effect in their financial statements to certain actions of regulators. However, because such telecommunications companies are significantly different from the Company in the level and nature of competition they experience and in the nature and mix of services they offer, the Company believes it continues to meet the criteria of SFAS No. 71. Accordingly, the Company's condensed consolidated financial statements have been prepared on that basis. For example, amounts charged to operations for depreciation expense reflect estimated lives and methods prescribed by regulators rather than those consisting of useful and economic lives that might otherwise apply to nonregulated enterprises. As a result of increasing competition and rapid changes in the telecommunications industry, the Company periodically monitors whether it continues to meet the criteria which require the use of SFAS No. 71. If it becomes no longer reasonable to assume that the Company can recover its costs of providing regulated services through rates charged to customers, whether resulting from the effects of increased competition or specific regulatory actions, SFAS No. 71 would no longer apply. In the future, should the Company determine it no longer meets the SFAS No. 71 criteria, a material, extraordinary, noncash charge would result. The approximate amount of the Company's net regulatory asset at December 31, 1995 was between $5 million and $13 million, consisting principally of property, plant and equipment. The estimate for property, plant and equipment was calculated based upon a projection of useful lives which may be affected by the increasing competition and rapid changes in the telecommunications industry referred to above. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (CONTINUED) 2. Property, Plant and Equipment Effective January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS No. 121"). Under SFAS No. 121, companies are required to recognize impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. SFAS No. 121 requires the impairment loss to be recognized to the extent the carrying amount of the assets exceeds the fair value of the assets. The adoption of SFAS No. 121 had no effect on the Company's consolidated financial position or results of operations for the first quarter of 1996. However, given the uncertainties relating to the outcome of the Company's rate proceeding before the Public Utilities Commission of the State of California ("P.U.C."), the future effect, if any, of applying SFAS No. 121 cannot be determined at this time. 3. Investment in Cellular Partnership The Company has an approximate 23.5% interest in the Sacramento-Valley Limited Partnership (the "Cellular Partnership"), which operates a cellular mobile radiotelephone system principally in California. Summarized unaudited income statement information for the quarters ended March 31, 1996 and 1995 for the Cellular Partnership is as follows (in thousands): Quarter Ended Quarter Ended March 31, 1995 March 31, 1996 -------------- -------------- Net revenues $27,432 $32,122 Costs and expenses 22,244 23,758 ------- ------- Net income $ 5,188 $ 8,364 ======= ======= NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (CONTINUED) 4. Pending Rate Case On May 15, 1995, the Company filed a rate case with the P.U.C. in which the Company requested a revenue increase of approximately $11 million. In February 1996, evidentiary hearings on the issues commenced, in which the P.U.C.'s Division of Rate Advocates ("D.R.A.") submitted its testimony and proposed an approximate $12.5 million reduction in the Company's annual rates and charges. The Company disagrees with the D.R.A.'s proposal and provided its rebuttal testimony in the evidentiary hearings. Oral hearings will be held on June 6, 1996 and the Company expects a final decision by the end of 1996. The ultimate outcome of the rate case, and its effect on the Company's consolidated financial position and results of operations, cannot presently be determined. However, any consequences of the rate case would be accounted for at or following the time a final decision is rendered. ROSEVILLE TELEPHONE COMPANY PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Operating Revenues Revenues from rate regulated services, which include local service, network access service and long distance service revenues, constitute approximately 84% and 83% of the Company's total operating revenues for the quarters ended March 31, 1996 and 1995, respectively. Rate regulated revenues are derived from various sources, including billings to business and residential subscribers for basic exchange services, extended area service charges and transition revenues from Pacific Bell, P.U.C. mandated surcharges, billings to Pacific Bell, long distance carriers and subscribers for network access services, interstate settlement revenues from the National Exchange Carrier Association, and support payments from the interstate Universal Service Fund and California High Cost Fund. The Company bills Pacific Bell various charges for certain local service, network access service and long distance service revenues pursuant to agreements (the "Pacific Bell Agreements") that arose as a result of the termination on January 1, 1992 of previous revenue sharing arrangements with Pacific Bell. Of the Company's total revenues for the quarters ended March 31, 1996 and 1995, 24% in each period were recorded under the Pacific Bell Agreements. Included in such amounts were transition revenues of $2.0 million in each of the quarters ended March 31, 1996 and 1995. The transition revenues are anticipated to be approximately $8.2 million in 1996. Beginning in 1997 such revenues will be reduced by approximately $2.0 million per year until ultimately eliminated. Rate regulated revenues increased $1.1 million or 5% for the quarter ended March 31, 1996 compared to the same period in 1995 due to the combined effects of 1) access line growth of approximately 7% and increased custom calling, voice mail and enhanced network service revenues, which increased local service revenues by $546,000 and 2) an increase in network access revenues arising from several new commercial customers and increased minute-of-use volumes. On May 15, 1995, the Company filed a rate case with the P.U.C. in which the Company requested a revenue increase of approximately $11 million. In February 1996, evidentiary hearings on the issues commenced, in which the P.U.C.'s Division of Rate Advocates ("D.R.A.") submitted its testimony and proposed an approximate $12.5 million reduction in the Company's annual rates and charges. The Company disagrees with the D.R.A.'s proposal and provided its rebuttal testimony in the evidentiary hearings. Oral hearings will be held on June 6, 1996 and the Company expects a final decision by the end of 1996. The ultimate outcome of the rate case, and its effect on the Company's consolidated financial position and results of operations, cannot presently be determined. However, any consequences of the rate case would be accounted for at or following the time a final decision is rendered. Operating Expenses: Operating expenses increased approximately $1.3 million or 7% for the quarter ended March 31, 1996 compared to the same period in 1995. Plant operations increased $505,000 due to 1) costs associated with a larger work force, 2) switching software expenditures and 3) normal inflationary factors. Depreciation expense increased $510,000 as a result of higher average plant levels. Customer operations expense increased $221,000 primarily due to increased labor costs. General and administrative expense increased $107,000 due to higher costs associated with the Company's involvement in numerous state and federal regulatory proceedings including the Company's rate proceeding. Other Income, Net: Other income, net, increased $902,000 for the quarter ended March 31, 1996 compared to the same period in 1995. The increase was primarily due to an increase of $745,000 in income attributable to the Company's interest in the Sacramento-Valley Limited Partnership. Income Taxes: Income taxes for the quarter ended March 31, 1996 increased $239,000 compared to the same period in 1995 due to the increase in income subject to tax. The effective federal and state income tax rate was approximately 40.7% and 40.6% for the quarters ended March 31, 1996 and 1995, respectively. Liquidity and Capital Resources As reflected in the Condensed Consolidated Statements of Cash Flows, net cash provided by operating activities amounted to $9.9 million and $10.4 million for the quarters ended March 31, 1996 and 1995, respectively. During the quarter ended March 31, 1996, the Company used cash flows from operations and existing cash and cash equivalents to fund 1) capital expenditures of $4.2 million pertaining to ongoing plant construction projects, 2) dividends of $2.2 million, and 3) principal payments of $893,000 to retire long-term debt. Cash flows to meet the remaining 1996 budgeted capital expenditures of approximately $20.4 million, anticipated dividends of approximately $6.7 million, and remaining 1996 maturities of long-term debt of $2.7 million are anticipated to be met from positive net cash flows from operations and existing cash, cash equivalents and short-term investments. Other Financial Information As more fully discussed in the notes to the condensed consolidated financial statements, the Company believes it continues to meet the criteria of Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" ("SFAS No. 71"). Accordingly, the Company's condensed consolidated financial statements have been prepared on that basis. In the future, should the Company determine it no longer meets the SFAS No. 71 criteria, a material, extraordinary, noncash charge would result. The approximate amount of the Company's net regulatory asset at December 31, 1995 was between $5 million and $13 million, consisting principally of property, plant and equipment. PART II Item 1. Regulatory and Legal Proceedings Except for the proceedings described below, the Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which it is a party or to which any of its property is subject. The Company is subject to regulation by the Federal Communications Commission ("F.C.C.") and P.U.C. In the past, there have been various proceedings before these agencies to which the Company has been a party. The regulatory proceedings discussed below relate to matters which may affect the Company prospectively and are not expected to affect the Company's interim financial statements at or for the quarter ended March 31, 1996. The P.U.C. has instituted an investigation (I.87-11-033) into the manner in which it regulates local exchange carriers, including the Company. It has announced that in the course of this investigation it will consider the manner in which certain services presently provided solely by the Company within its local exchange area should be opened to competition. On September 15, 1994, the P.U.C. adopted Decision 94-09-065, its opinion in this matter with respect to competition within each Local Access and Transport Area ("LATA") and rate design issues. The order revised basic exchange, toll, access, private line, and service connection rates and authorized competition for toll and toll-like services within the Company's LATA effective January 1, 1995. In addition, the order as amended required the Company to submit an application for a general rate case and proposal for a new regulatory framework. Accordingly, on May 15, 1995, the Company filed a rate case with the Public Utilities Commission of the State of California ("P.U.C.") in which the Company requested a revenue increase of approximately $11 million. In February 1996, evidentiary hearings on the issues commenced, in which the P.U.C.'s Division of Rate Advocates ("D.R.A.") submitted its testimony and proposed an approximate $12.5 million reduction in the Company's annual rates and charges. The Company disagrees with the D.R.A.'s proposal and provided its rebuttal testimony in the evidentiary hearings. Oral hearings will be held on June 6, 1996 and the Company expects a final decision by the end of 1996. The ultimate outcome of the rate case, and its effect on the Company's consolidated financial position and results of operations, cannot presently be determined. However, any consequences of the rate would be accounted for at or following the time a final decision is rendered. On April 7, 1993, the P.U.C. opened an investigation and rulemaking proceeding (R. 93-04-003) to establish rules necessary to provide nondiscriminatory access by competing service providers to the network capabilities of local exchange carriers necessary to ensure fair competition in accordance with the mandate of Public Utilities Code Section 2282.5. In connection with this proceeding, the P.U.C. issued a further order on August 5, 1993 proposing additional rules for implementation of the open access principles proposed in its open access proceeding. On April 26, 1995, the P.U.C. adopted Decision 95-04-073, an interim opinion governing the provision of expanded interconnection and restructuring of local transport rates by Pacific Bell and GTE California. On December 6, 1995, the P.U.C. adopted Decision 95-12-016 which adopted principles to govern the development of cost studies for the basic network functions of the local exchange networks of Pacific Bell and GTE California. In this order, the P.U.C. ordered the Company to participate in the process of developing these cost studies in anticipation of a possible order that the Company designate and be bound for two years by the results of the cost studies for a comparable Pacific Bell or GTE California wire center and to develop a proposal for how to account for shared and common costs, including overhead. Also, on December 6, 1995, the P.U.C. adopted Decision 95-12-020 which modified the rate structure previously adopted for local transport in order to bring it into parity with that adopted by the F.C.C. in its own proceedings on local transport restructuring. These proceedings may broaden the scope of competition in the provision of intrastate services, the effects of which on the Company cannot presently be determined. In November 1993, the P.U.C. issued a report to the Governor of the State of California entitled "Enhancing California's Competitive Strength: A Strategy For Telecommunications Infrastructure" in which it proposes to open all markets to competition and aggressively streamline regulation to accelerate the pace of innovation in the telecommunications marketplace. In connection with this report, on December 21, 1994, the P.U.C. adopted Decision 94-12-053, an initial procedural plan to facilitate opening local exchange telecommunications markets to competition by January 1, 1997. In this decision, the Commission expressed its intent to implement local exchange competition, intraLATA presubscription, open access to local exchange carrier networks based on an unbundled basis, and reform of the new regulatory framework for local exchange carriers. In conjunction with these proceedings, the P.U.C. adopted Rulemaking 95-01-020 and Investigation 95-01-021 on January 24, 1995, an order instituting investigation and rulemaking to consider the goals of and definition of universal telephone service in a changing telecommunications environment, including examination of subsidy support mechanisms and issues of "carrier of last resort" and "franchise" obligations. After reviewing comments, the P.U.C. issued Decision 95-07-050 on July 19, 1995 setting forth a set of proposed rules pertaining to universal service responsibilities in a competitive environment. Proceedings in connection with establishing the mechanisms for calculating and funding future subsidy support mechanisms are continuing. The Company anticipates that further orders will be issued in this proceeding during 1996 which may result in changes in intrastate telecommunications regulation, the effects of which on the Company cannot yet be determined. On April 26, 1995, the P.U.C. adopted Rulemaking 95-04-043 and Investigation 95- 04-044, an order instituting investigation and rulemaking to develop and adopt rules for local exchange competition. On July 24, 1995, the P.U.C. issued Decision 95-07-054 opening Pacific Bell and GTE California territories to competition under interim rules by facilities-based competitors on January 1, 1996 and by resale competitors on March 31, 1996. Additional interim rules governing interconnection and related matters were adopted on December 20, 1995 in Decision 95-12-057 approving the applications of an initial group of facilities-based local service competitors. On February 23, 1996, the P.U.C. adopted Decision 96-02-072 approving the applications of an initial group of resale competitors. A companion decision establishing the rates to be paid by resale competitors for interconnection and related services was adopted on March 13, 1996 to be effective March 31, 1996. While the orders issued to date on local service competition do not apply to the Company's territory, the P.U.C. has expressed its intention to open all telecommunications markets, including the Company's territory, to competition by January 1, 1997. The P.U.C. is anticipated to hold proceedings during 1996 to establish the rules for local service competition in the Company's territory. There are a number of regulatory proceedings occurring at the federal level that may have a material impact on the Company. These regulatory proceedings include, but are not limited to, consideration of changes to the interstate universal service fund and the regulation of local exchange carriers. In addition, the F.C.C. periodically establishes the authorized rate of return for interstate access services. Since January 1, 1991, the F.C.C. has established an 11.25% rate of return for interstate access services. In addition, in September 1992, the F.C.C. issued an order granting to competitors expanded interconnection rights to facilities of local exchange carriers with annual revenues from regulated operations in excess of $100 million. These rules were overturned by the United States Court of Appeals. The F.C.C. issued new rules to comply with the decision of the Court of Appeals. While not yet applicable to the Company, these rules will permit competitors to terminate facilities on terms and conditions equivalent to those which would apply if they were permitted to terminate their facilities in telephone company central offices. The Company's operations may also be impacted by the recently enacted Telecommunications Act of 1996. Given its recent enactment, and the commencement of proceedings by the F.C.C. to promulgate rules and regulations thereunder, it is not yet possible to comprehend fully the impact of the Telecommunications Act on the Company's operations. These proceedings may broaden the scope of competition in the provision of regulated services and change the rates and rate structure for regulated services furnished by the Company, the effects of which on the Company cannot yet be determined. On May 9, 1995, the Company filed an application with the P.U.C. requesting authorization to implement an Agreement and Plan of Reorganization (the "Plan") approved by the Company's shareholders on June 16, 1995, which would result in a holding company. The Company intends to proceed with the reorganization after approval of the Plan by the P.U.C. The decision to approve the creation of a holding company structure was determined independently from and not as a result of any other regulatory proceedings. In addition, it is not anticipated that the holding company structure would have any impact upon any such proceedings. The eventual impact on the Company of the effect of all the proceedings described above cannot presently be determined. Item 6. Exhibits and Reports on Form 8-K. a) None. b) No reports on Form 8-K were filed during the first quarter of 1996. 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. ROSEVILLE TELEPHONE COMPANY (Registrant) Date: May 14, 1996 By: /s/BRIAN H. STROM Brian H. Strom, President and Chief Executive Officer Date: May 14, 1996 By: /s/MICHAEL D. CAMPBELL Michael D. Campbell, Executive Vice-President and Chief Financial Officer EX-27 2
OPUR1 3-MOS DEC-31-1996 MAR-31-1996 PER-BOOK 184556000 25621000 55257000 1241000 0 266675000 166676000 0 9484000 176160000 0 0 32321000 0 0 0 4107000 0 0 0 54087000 266675000 25519000 2747000 0 16389000 5086000 1665000 6751000 712000 4004000 0 4004000 2237000 0 9850000 0.27 0
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