-----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, SE4XV8Sgp3LXxku82EbhdjQVUsUg59jgbpRrcGwcWZKF44QCSjZObXSbo6oxvZNg N36COSP5rckvKnbTk5CitQ== 0000020067-97-000005.txt : 19971113 0000020067-97-000005.hdr.sgml : 19971113 ACCESSION NUMBER: 0000020067-97-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971113 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BHC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000855433 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592104168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10342 FILM NUMBER: 97715228 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2124210200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 10-Q 1 Page 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 September 30, 1997 ---------------------------------- OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10342 ------------------------------- BHC COMMUNICATIONS, INC. ------------------------ (Exact name of Registrant as specified in its charter) Delaware 59-2104168 - ------------------------------ -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 767 Fifth Avenue, New York, New York 10153 - ------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 421-0200 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 -------- -------- As of October 31, 1997 there were 4,882,205 shares of the issuer's Class A Common Stock outstanding and 18,000,000 shares of the issuer's Class B Common Stock outstanding. Page 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BHC COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars) (UNAUDITED) -------------------------------------
September 30, December 31, 1997 1996 ------------ ------------ ASSETS - ------ CURRENT ASSETS: Cash and cash equivalents $ 190,577 $ 146,751 Marketable securities (substantially all U.S. Government securities) 1,313,234 1,245,241 Accounts receivable, net 77,623 87,459 Film contract and, in 1996, prepaid broadcast rights 118,260 115,498 Prepaid expenses and other current assets 53,312 52,354 ------------ ------------ Total current assets 1,753,006 1,647,303 ------------ ------------ INVESTMENTS 60,041 46,944 ------------ ------------ FILM CONTRACT RIGHTS, less current portion 33,288 28,536 ------------ ------------ PROPERTY AND EQUIPMENT, net 46,210 48,077 ------------ ------------ INTANGIBLE ASSETS 306,137 313,079 ------------ ------------ OTHER ASSETS 14,453 13,324 ------------ ------------ $ 2,213,135 $ 2,097,263 ============ ============ The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
Page 3 BHC COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars) (UNAUDITED) -------------------------------------
September 30, December 31, 1997 1996 ------------ ------------ LIABILITIES AND SHAREHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: Film contracts payable within one year $ 105,946 $ 97,222 Accounts payable and accrued expenses 97,693 77,477 Income taxes payable 60,403 35,543 ----------- ------------ Total current liabilities 264,042 210,242 ----------- ------------ FILM CONTRACTS PAYABLE AFTER ONE YEAR 83,546 80,837 ----------- ------------ OTHER LIABILITIES 5,483 5,424 ----------- ------------ MINORITY INTEREST 108,161 95,227 ----------- ------------ SHAREHOLDERS' INVESTMENT: Class A common stock - par value $.01 per share; authorized 200,000,000 shares; outstanding 5,839,508 shares 58 58 Class B common stock - par value $.01 per share; authorized 200,000,000 shares; outstanding 18,000,000 shares 180 180 Retained earnings 1,811,849 1,710,323 Treasury stock, at cost (63,598) (6,677) Increase to reflect marketable securities at market value 3,414 1,649 ------------ ------------ 1,751,903 1,705,533 ------------ ------------ $ 2,213,135 $ 2,097,263 ============ ============ The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
Page 4 BHC COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data) (UNAUDITED) -----------------------------------------------
Three Months Nine Months Ended September 30, Ended September 30, -------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- OPERATING REVENUES $ 105,998 $ 107,125 $ 325,951 $ 329,090 --------- --------- --------- --------- OPERATING EXPENSES: Television expenses 54,070 50,921 156,894 155,581 Selling, general and administrative 31,111 29,509 97,167 91,020 --------- --------- --------- --------- 85,181 80,430 254,061 246,601 --------- --------- --------- --------- Operating income 20,817 26,695 71,890 82,489 --------- --------- --------- --------- OTHER INCOME (EXPENSE): Gain on change of ownership in United Paramount Network, net - - 152,224 - Interest and other income 21,066 18,912 61,706 61,415 Equity in United Paramount Network loss (19,579) (38,909) (53,881) (106,653) --------- --------- --------- --------- 1,487 (19,997) 160,049 (45,238) --------- --------- --------- --------- Income before income taxes and minority interest 22,304 6,698 231,939 37,251 INCOME TAX PROVISION 9,400 3,900 93,300 19,200 --------- --------- --------- --------- Income before minority interest 12,904 2,798 138,639 18,051 MINORITY INTEREST (4,190) (4,242) (13,017) (12,748) --------- --------- --------- --------- Net income (loss) $ 8,714 $ (1,444) $ 125,622 $ 5,303 ========= ========= ========= ========= AVERAGE COMMON SHARES OUTSTANDING 23,262 23,957 23,440 24,057 ========= ========= ========= ========= NET INCOME (LOSS) PER SHARE $ .37 $ (.06) $ 5.36 $ .22 ========= ========= ========= =========
The accompanying notes to condensed consolidated financial statements are an integral part of these statements. Page 5 BHC COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of dollars) (UNAUDITED) -----------------------------------------------
Nine Months Ended September 30, ------------------------ 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 125,622 $ 5,303 Adjustments to reconcile net income to net cash provided from operating activities: Film contract payments (73,734) (68,064) Film contract amortization 68,660 63,487 Prepaid broadcast rights 21,114 6,090 Depreciation and other amortization 14,372 14,575 Equity in United Paramount Network loss 53,881 106,653 Gain on change of ownership in United Paramount Network, net (152,224) - Minority interest 13,017 12,748 Other 1,333 (1,688) Changes in assets and liabilities: Accounts receivable 9,836 12,238 Other assets (9,026) 2,525 Accounts payable and other liabilities 4,532 (1,152) Income taxes 25,849 (2,248) ----------- ----------- Net cash provided from operating activities 103,232 150,467 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Distribution from United Paramount Network 116,261 - (Purchase) disposition of marketable securities, net (58,784) 154,571 Investment in United Paramount Network (26,235) (100,854) Other investments (3,618) (43,201) Capital expenditures, net (5,564) (8,334) Other (36) (44) ----------- ----------- Net cash provided from investing activities 22,024 2,138 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment of special dividend (23,599) - Purchases of treasury stock (56,735) (50,062) Capital transactions of subsidiary (1,096) (21,604) ----------- ----------- Net cash used in financing activities (81,430) (71,666) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 43,826 80,939 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 146,751 72,179 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 190,577 $ 153,118 =========== =========== The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
Page 6 BHC COMMUNICATIONS, INC. ------------------------ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ----------------------------------------------------- 1. PRINCIPLES OF CONSOLIDATION: The accompanying condensed consolidated financial statements include the accounts of BHC Communications, Inc. and its subsidiaries. BHC, a majority owned (78% at September 30, 1997) subsidiary of Chris- Craft Industries, Inc., operates eight television stations, three wholly owned and five owned by United Television, Inc. (UTV), 59% owned by BHC at September 30, 1997. The interest of UTV shareholders other than BHC in the net income and net assets of UTV is set forth as minority interest in the accompanying condensed consolidated statements of operations and condensed consolidated balance sheets, respectively. Intercompany accounts and transactions have been eliminated. The financial information included herein has been prepared by BHC, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, BHC believes that the disclosures herein are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in BHC's latest annual report on Form 10-K. The information furnished reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. The results for these interim periods are not necessarily indicative of results to be expected for the full year, due to seasonal factors, among others. Certain prior year amounts have been restated to conform with the 1997 presentation. 2. MARKETABLE SECURITIES: In accordance with Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities", BHC classifies its marketable securities as available- for-sale. At September 30, 1997, BHC's marketable securities, which consisted substantially of U.S. Government securities, had a cost of $1,307,487,000 and a fair value of $1,313,234,000. The difference of $5,747,000 ($3,414,000 net of income taxes and minority interest) Page 7 is reflected as an increase to shareholders' investment in the accompanying condensed consolidated balance sheet. Of the investments in U.S. Government securities, 98% mature within one year and all within two years. At December 31, 1996, BHC's marketable securities, which consisted substantially of U.S. Government securities, had a cost of $1,243,205,000 and a fair value of $1,245,241,000. The difference of $2,036,000 ($1,649,000 net of income taxes and minority interest) is reflected as an increase to shareholders' investment in the accompanying condensed consolidated balance sheet. 3. UNITED PARAMOUNT NETWORK: In July 1994, BHC, along with Viacom Inc.'s Paramount Television Group, formed the United Paramount Network, a fifth broadcast television network which premiered in January 1995. BHC owned 100% of UPN from its inception through January 15, 1997, when Viacom completed the exercise of its option to acquire a 50% interest in UPN. The purchase price included $155 million in cash (an amount equal to one- half of BHC's aggregate cash contributions to UPN through the exercise date, plus interest), additional cash available for ongoing UPN expenditures, as well as a non-cash contribution of UPN development costs previously incurred by Viacom. UPN distributed $116,261,000 to BHC pursuant to the option exercise, and BHC recorded a net pretax gain on the exercise of $152,224,000 in the first quarter of 1997. BHC and Viacom now share equally in UPN funding requirements and in UPN losses. UPN has been organized as a partnership, and BHC accounts for its partnership interest under the equity method. The carrying value of such interest totalled $12,710,000 at September 30, 1997 and $1,394,000 at December 31, 1996, and is included in Investments in the accompanying condensed consolidated balance sheets. UPN is still in its early development and is expected to continue to incur significant start-up losses and to require significant funding for the next several years. However, BHC believes that the substantial portion of its share of such funding requirements in 1997 and 1998 will be offset by the proceeds of the Viacom option exercise. Page 8 UPN's condensed statements of operations are as follows (in thousands):
Three Months Nine Months Ended September 30, Ended September 30, ------------------- ------------------- 1997 1996 1997 1996 --------- --------- --------- --------- Operating revenues* $ 21,987 $ 13,359 $ 54,896 $ 38,423 Operating expenses* 61,358 50,466 159,323 142,220 --------- --------- --------- --------- Operating loss (39,371) (37,107) (104,427) (103,797) Other income (expense), net 213 (1,802) 1,327 (2,856) --------- --------- --------- --------- Loss before interest on BHC advances (39,158) (38,909) (103,100) (106,653) Interest on BHC advances (eliminated in consolidation) - (3,917) - (9,688) --------- --------- --------- --------- Net loss $ (39,158)$ (42,826) $(103,100)$(116,341) ========= ========= ========= ========= * With respect to certain of its programming, through August 31, 1997 UPN derived no revenue and incurred no programming expense.
4. SHAREHOLDERS' INVESTMENT: As of September 30, 1997, there were outstanding 18,000,000 shares of Class B common stock, all held by Chris-Craft, and 5,190,878 shares of Class A common stock, after reflecting as treasury stock BHC's pro rata interest in its Class A common shares held by UTV and 515,900 Class A common shares purchased by BHC during 1997. At September 30, 1997, 997,500 shares of Class A common stock remain authorized for purchase. In January 1997, BHC Board of Directors declared a special cash dividend of $1.00 per share on BHC's Class A and Class B common stock. The dividend, totalling $23.6 million, was paid in February 1997. Capital transactions of subsidiary, as set forth in the accompanying condensed consolidated statements of cash flows, reflect purchases by UTV of its common shares totalling $2,430,000 and $23,171,000 in the first nine months of 1997 and 1996, respectively, and proceeds to UTV of $3,267,000 and $3,563,000 in the first nine months of 1997 and 1996, respectively, from the exercise of stock options, as well as UTV's dividend of $.50 per share in both periods, all net of intercompany eliminations. Page 9 5. COMMITMENTS: Commitments of BHC's television stations for film contracts entered into but not available for broadcasting at September 30, 1997 aggregated approximately $152.6 million, including $67.7 million applicable to UTV. BHC also has a remaining commitment to invest over time up to $30.6 million, including $19.8 million applicable to UTV, in management buyout limited partnerships. BHC expects to make significant expenditures developing UPN. See Note 3. UTV has signed a definitive agreement to purchase the assets of UHF television station WRBW-TV in Orlando, Florida, for approximately $60 million and possible future consideration. The acquisition is subject to FCC approval and other conditions in the agreement. Page 10 BHC COMMUNICATIONS, INC. ------------------------ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -------------------------------------------- OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ------------------------------------------------ Liquidity and Capital Resources - ------------------------------- BHC's financial position is strong and highly liquid. Cash and marketable securities totalled $1.50 billion at September 30, 1997, and BHC has no debt outstanding. BHC expended significant funds in 1996 and 1995 to develop the United Paramount Network, but cash flow provided from BHC's operating activities in those years substantially exceeded such BHC funding of UPN. BHC believes that the substantial portion of its share of such funding requirements for 1997 and 1998 will be offset by the proceeds of the Viacom option exercise, described below. BHC's operating cash flow is generated primarily by its core television station group. Broadcast cash flow reflects station operating income plus depreciation and film contract amortization less film contract payments. The relationship between film contract payments and related amortization may vary greatly between periods (payments exceeded amortization by $5.1 million and $4.6 million in the first nine months of 1997 and 1996), and is dependent upon the mix of programs aired and payment terms of the stations' contracts. Reflecting such amounts, broadcast cash flow for the first nine months of 1997 declined 8% while station earnings declined 7%, as explained below. Although broadcast cash flow is often used in the broadcast television industry as an ancillary measure, it is not synonymous with operating cash flow computed in accordance with generally accepted accounting principles, and should not be considered alone or as a substitute for measures of performance computed in accordance with generally accepted accounting principles. BHC's cash flow additionally reflects earnings associated with its cash and marketable securities, which increased to $1.50 billion at September 30, 1997, from $1.39 billion at December 31, 1996. Such increase primarily reflects the $116.3 million distribution from UPN, described below. Operating cash flow for the nine month period declined to $103.2 million from $150.5 million, as 1997 income tax payments related to the UPN distribution are reflected as a reduction of operating cash flow, while the distribution is reported as a cash flow from investing activities. Operating cash flow for the nine months more than offset the payments for dividends and treasury stock purchases described below. In January 1997, BHC declared a special cash dividend of $1.00 per Page 11 share, aggregating $23.6 million, which was paid in February 1997. BHC plans to consider annually the payment of a special dividend. Since April 1990, BHC's Board of Directors has authorized the purchase of up to 7,081,087 Class A common shares. Through September 30, 1997, 6,083,587 shares were purchased for a total cost of $415.2 million, including $57.0 million in 1997. From 1993 through September 30, 1997, UTV purchased 1,382,876 of its common shares at an aggregate cost of $86.7 million, of which $2.4 million was expended in the first nine months of 1997, and at September 30, 1997, 801,149 UTV shares remained authorized for purchase. BHC intends to expand its operations in the media, entertainment and communications industries and to explore business opportunities in other industries. BHC believes it is capable of raising significant additional capital to augment its already substantial financial resources, if desired, to fund such additional expansion. In October 1997, UTV signed a definitive agreement to purchase the assets of WRBW-TV in Orlando, Florida, for approximately $60 million and possible future consideration. UTV expects to use a portion of available cash and marketable securities balances to complete this transaction. In July 1994, BHC, along with Viacom Inc.'s Paramount Television Group, formed UPN, a fifth broadcast television network which premiered in January 1995. BHC owned 100% of UPN from its inception through January 15, 1997, when Viacom completed the exercise of its option to acquire a 50% interest in UPN. The purchase price included $155 million in cash (an amount equal to one-half of BHC's aggregate cash contributions to UPN through the exercise date, plus interest), additional cash available for ongoing UPN expenditures, as well as a non-cash contribution of UPN development costs previously incurred by Viacom. UPN distributed $116.3 million to BHC following the closing, and BHC recorded a net pretax gain of $152.2 million on the transaction. BHC and Viacom now share equally in UPN losses and funding requirements. BHC funding of UPN totalled $145.6 million in 1996 and $128.6 million in 1995. UPN is still in its early development, and is expected for the next several years to continue to incur substantial start-up losses and to require significant funding. However, BHC believes that the substantial portion of its share of such funding requirements for 1997, which totalled $26.2 million for the first nine months, and for 1998 will be offset by the proceeds of the Viacom option exercise. BHC's television stations make commitments for programming that will not be available for telecasting until future dates. At September 30, 1997, commitments for such programming totalled approximately $152.6 million, including $67.7 million applicable to UTV. BHC also has a remaining commitment to invest over time up to $30.6 million, Page 12 including $19.8 million applicable to UTV, in management buyout limited partnerships. BHC capital expenditures generally have not been material in relation to its financial position, and the related capital expenditure commitments at September 30, 1997 (including any related to UPN) were not material. BHC expects that its expenditures for UPN, future film contract commitments and capital requirements for its present business will be satisfied primarily from operations, marketable securities or cash balances. Results of Operations - --------------------- BHC third quarter net income totalled $8,714,000, or $.37 per share, reversing a net loss of $1,444,000, or $.06 per share, in last year's corresponding period. The improvement is primarily due to a 50% reduction in the amount of United Paramount Network start-up losses included in BHC's operating results, which reflects BHC's reduced ownership interest in UPN. In January, as set forth above, Viacom Inc. acquired a 50% interest in UPN, which previously had been 100% owned by BHC. For the first nine months of 1997, BHC net income rose to $125,622,000, or $5.36 per share, from $5,303,000, or $.22 per share, in last year's corresponding period. The increase in year to date earnings primarily reflects the net pretax gain of $152,224,000 on Viacom's acquisition of its UPN interest, as well as the resulting reduction in the amount of UPN start-up losses recorded by BHC. Demand for television advertising in several key areas has been lackluster in 1997. Operating revenues at BHC's core television station group declined 1% in both the third quarter and first nine months of 1997. After a $1.1 million increase in certain retirement plan expense, and a 4% increase in programming expense, third quarter station group earnings declined 8%, to $28,487,000 from last year's $30,928,000. Nine month station earnings declined 7%, to $90,731,000 from $97,946,000, as certain retirement plan expense rose $2.3 million and programming expense rose 2%. Earnings at BHC's television production subsidiaries declined in the quarter, but rose 14% in the nine month period. Operating income declined 22%, to $20,817,000 from $26,695,000, in the third quarter, and declined 13%, to $71,890,000 from $82,489,000, in the nine month period. Such declines additionally reflect each period's proration of the increase, to $12 million from $8 million, in the annual management fee paid to Chris-Craft. UPN's third quarter and nine month losses were about the same as last year's. The amount of UPN losses included in BHC's financial Page 13 statements, which are recorded under the equity method of accounting, declined significantly, to $19,579,000 from $38,909,000 in the quarter, and to $53,881,000 from $106,653,000 in the nine months, reflecting BHC's reduced ownership interest. Interest and other income consists mostly of amounts earned on BHC's cash and marketable securities holdings. Interest and other income rose to $21,066,000 from $18,912,000 in the third quarter, and to $61,706,000 from $61,415,000 in the nine month period. Minority interest reflects the interest of shareholders other than BHC in the net income of UTV, 59% owned by BHC at September 30, 1997 and 58% owned by BHC at September 30, 1996. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ------------------------------------------------------------------ Not applicable. Page 14 BHC COMMUNICATIONS, INC. ------------------------ PART II. OTHER INFORMATION -------------------------- Item 6. Exhibits and Reports on Form 8-K. --------------------------------- (a) The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 27 Financial Data Schedule (b) No report on Form 8-K was filed during the quarter for which this report is filed. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BHC COMMUNICATIONS, INC. ------------------------ (Registrant) By: /s/ JOELEN K. MERKEL ----------------------------- Joelen K. Merkel Vice President and Treasurer (Principal Accounting Officer) Date: November 12, 1997 Page 15 EXHIBIT INDEX Incorporated by Reference to: Exhibit No. Exhibit - ------------- ----------- ------- 27 Financial Data Schedule EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10Q DATED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1000 9-MOS DEC-31-1997 SEP-30-1997 190577 1313234 83201 5578 0 1753006 142952 96742 2213135 264042 0 0 0 238 1751665 2213135 0 325951 0 254061 0 0 0 231939 93300 125622 0 0 0 125622 5.36 0
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