SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 23, 1996
------------------------------
(Date of earliest event reported)
UAL CORPORATION
---------------
(Exact name of registrant as specified in its charter)
Delaware 1-6033 36-2675207
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1200 East Algonquin Road, Elk Grove Township, Illinois 60007
- -------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 700-4000
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
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UAL Corporation (the "Company") is filing herewith a press
release issued today by the Company as Exhibit 99.1 which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release
SIGNATURES
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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 hereunto duly authorized.
UAL CORPORATION
By: /s/ Douglas A. Hacker
---------------------
Name: Douglas A. Hacker
Title: Senior Vice President and
Chief Financial Officer
Dated: July 22, 1996
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Press Release
Exhibit 99.1
Corporate Communications Contacts
Connie Huff (847) 700-5501
Joe Hopkins (847) 700-5770
Tony Molinaro (847) 700-4971
Night (847) 700-4088
Investor Relations Contact:
Mark Reiser (847) 700-7501
UAL CORPORATION REPORTS RECORD-SETTING
SECOND QUARTER EARNINGS
Strong revenue growth drives record-setting second
quarter operating and net earnings.
On a fully distributed basis, second quarter earnings
before the effects of repurchasing long-term
obligations increased 55 percent to $2.52 for each of
the 131.4 million fully distributed shares.
Cash flow from operating activities tops $900 million
before a $237 million accelerated pension contribution.
CHICAGO, July 23, 1996 -- UAL Corporation (NYSE: UAL),
the holding company whose primary subsidiary is United
Airlines, today reported in accordance with Generally
Accepted Accounting Principles (GAAP) record second quarter
net earnings of $226 million before an extraordinary charge
of $30 million. The $30 million extraordinary charge was
associated with the early repayment of debt totaling $230
million in principal amount. UAL's second quarter operating
earnings of $398 million were also a company record. For
the second quarter of 1995, net earnings were $151 million
on operating earnings of $302 million. After preferred
dividends, the 1996 second quarter earnings on a GAAP basis
were $2.53 per fully diluted share before the effects of
repaying debt and repurchasing preferred stock compared to
earnings of $2.12 per share last year.
The company also reported that on a pro forma, fully
distributed basis (see below for further explanations of the
methodology), second quarter net earnings increased
57 percent to $337 million before the extraordinary item
versus last year's fully distributed net earnings of $215
million. On a per share basis, fully distributed earnings
rose 55 percent to $2.52 per share before the
effects of repaying debt and repurchasing preferred stock
from 1995's fully distributed earnings of $1.63 per share.
Fully distributed operating earnings for the quarter
improved by 38 percent to $566 million from $410
million in 1995.
"We are extremely pleased with our record second
quarter results. This quarter's earnings reflect our
dramatic increase in passenger revenue, which was driven by
our excellent domestic performance," says Gerald Greenwald,
chairman and chief executive officer of UAL Corporation.
"While our domestic revenue benefited from expiration of the
excise tax, our strong yield performance also reflects our
efforts to improve customer service and to increase our
share of the high-yield business travelers."
"We closed the quarter with June's system yield setting
a company record, and overall fare levels lead us to believe
that the third quarter should also show strong yield
performance. Furthermore, advance reservations for the
third quarter look strong throughout the system, so we
expect good unit revenue performance. As a result, we
expect our third quarter earnings to comfortably exceed the
current analyst consensus reported in First Call of $3.15
per fully distributed share."
"With our continued financial success and the recent 4-
for-1 stock split, we are excited about the future prospects
for our customers, employees and stockholders."
Operating revenues for the quarter increased 9.1
percent over 1995, from $3.8 billion to $4.2
billion. Available seat miles increased 2.7 percent,
resulting in a total revenue per available seat mile (unit
revenue) increase of 6.4 percent to 10.30 cents, a company
record for second quarter unit revenue. The strong gain
reflects a second quarter record load factor of 73.1
percent, up 1.2 points from 1995 and a 4.3 percent increase
in yield (passenger revenue per passenger mile) to 12.48
cents from 11.97 cents in the second quarter 1995.
Operating expenses for the quarter on a fully
distributed basis increased by 5.7 percent from $3.4
billion in 1995 to $3.6 billion. Fully distributed
operating expenses per available seat mile (unit cost)
increased 2.9 percent to 8.89 cents from 8.64 cents a year
ago. Excluding fuel expense, which was up 20 percent year
over year, unit cost grew by 1.0 percent.
Cash flows from operating activities totaled $904
million before a $237 million accelerated pension
contribution. In addition to the pension contribution and
early repayment of $230 million principal amount of debt in
the second quarter, the remaining $291 million principal
amount of the company's outstanding 6 3/8 percent
convertible debentures, which the company called for
redemption in the first quarter, was converted. These
actions are part of the company's efforts to achieve a Baa2
investment grade credit rating. UAL also repurchased $43
million of Series B preferred stock during the quarter.
Combined with retirements and repurchases completed in the
first quarter, these initiatives will save nearly $100
million annually in gross interest expense and dividends.
At June 30, 1996, long-term debt and capital lease
obligations (including current portions) totaled $3.3
billion, down from $3.8 billion at March 31, 1996.
Six Month Results
For the first six months of the year, UAL Corporation
reported GAAP net earnings of $233 million before the
extraordinary charge, or $2.49 per share on a fully diluted
basis before the effects of repaying debt and repurchasing
preferred stock. Operating earnings for this period were
$460 million. For the first two quarters of 1995, UAL
reported GAAP net earnings of $154 million on operating
earnings of $340 million. Fully diluted earnings per share
were $2.13 in 1995 before the effects of preferred stock
transactions.
Year-to-date fully distributed net earnings were $441
million or $3.29 per fully distributed share before the
effects of repaying debt and repurchasing preferred stock.
The fully distributed net earnings represent a 61 percent
increase over 1995's net earnings of $274 million ($2.03 per
share before the effect of preferred stock transactions).
Fully distributed operating earnings were $791 million for
the six-month period, a 47 percent improvement over 1995's
$537 million.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995: Information about third
quarter 1996 set forth in this press release is forward
looking and actual results could differ materially from
expected results. Factors that could significantly impact
yields, passenger volumes and earnings include the airline
pricing environment, willingness of customers to travel,
capacity decisions of other carriers, the general economic
environment, the price of fuel and other factors discussed
in company filings with the Securities and Exchange
Commission.
n.b.: While United reports its earnings under GAAP
- -- Generally Accepted Accounting Principles -- a more
complete understanding of United's performance may be gained
by viewing the results on a pro forma, fully distributed
basis. This presentation considers all ESOP shares which
will be issued to employees over the course of the ESOP
period to be immediately outstanding, thus "fully
distributed." Consistent with this presentation, the "ESOP
compensation expense" -- which reflects the commitment of
stock to employees -- is excluded from fully distributed
expenses and ESOP convertible preferred stock dividends are
not deducted from earnings attributable to common
stockholders.
# # #
UAL CORPORATION AND SUBSIDIARY COMPANIES
FINANCIAL SUMMARY (UNAUDITED)
(In Millions, Except Per Share)
-------------------------------
Three Months Ended June 30
1996 1995 % Change
GAAP Basis: ---- ---- --------
- -----------
Operating revenues $4,164 $3,815 +9.1
Operating expenses $3,766 $3,513 +7.2
Earnings from operations $ 398 $ 302 +31.8
Earnings before extraordinary loss
on early extinguishment of debt $ 226 $ 151 +49.7
Net earnings $ 196 $ 151 +29.8
Per share, fully diluted:
Earnings before extraordinary
item and effects of preferred
stock transactions $ 2.53 $ 2.12 +19.3
Net earnings $ 1.99 $ 2.73 -27.1
Average number of shares outstanding 83.4 69.6
Fully Distributed Basis (1):
- ----------------------------
Operating revenues $4,164 $3,815 +9.1
Operating expenses $3,598 $3,405 +5.7
Earnings from operations $ 566 $ 410 +38.0
Earnings before extraordinary loss
on early extinguishment of debt $ 337 $ 215 +56.7
Net earnings $ 307 $ 215 +42.8
Per share:
Earnings before extraordinary
item and effects of preferred
stock transactions $ 2.52 $ 1.63 +54.6
Net earnings $ 2.18 $ 1.96 +11.2
Average number of shares outstanding 131.4 130.0
(1) "Fully distributed" earnings and earnings per share are pro
forma presentations which consider all ESOP shares which will
ultimately be released to employees by the end of the ESOP period
to be immediately outstanding. Therefore the ESOP compensation
expense has been excluded from fully distributed earnings and
ESOP convertible preferred stock dividends have not been deducted
from earnings attributable to common shareholders.
UAL CORPORATION AND SUBSIDIARY COMPANIES
FINANCIAL SUMMARY (UNAUDITED)
(In Millions, Except Per Share)
-------------------------------
Six Months Ended June 30
1996 1995 % Change
GAAP Basis: ---- ---- --------
- -----------
Operating revenues $7,898 $7,149 +10.5
Operating expenses $7,438 $6,809 +9.2
Earnings from operations $ 460 $ 340 +35.3
Earnings before extraordinary loss
on early extinguishment of debt $ 233 $ 154 +51.3
Net earnings $ 174 $ 154 +13.0
Per share, fully diluted:
Earnings before extraordinary
item and effects of preferred
stock transactions $ 2.49 $ 2.13 +16.9
Net earnings $ 1.51 $ 2.76 -45.3
Average number of shares outstanding 81.6 68.2
Fully Distributed Basis (1):
- ----------------------------
Operating revenues $7,898 $7,149 +10.5
Operating expenses $7,107 $6,612 +7.5
Earnings from operations $ 791 $ 537 +47.3
Earnings before extraordinary loss
on early extinguishment of debt $ 441 $ 274 +60.9
Net earnings $ 382 $ 274 +39.4
Per share:
Earnings before extraordinary
item and effects of preferred
stock transactions $ 3.29 $ 2.03 +62.1
Net earnings $ 2.68 $ 2.36 +13.6
Average number of shares outstanding 131.2 130.0
(1) "Fully distributed" earnings and earnings per share are pro
forma presentations which consider all ESOP shares which will
ultimately be released to employees by the end of the ESOP period
to be immediately outstanding. Therefore the ESOP compensation
expense has been excluded from fully distributed earnings and
ESOP convertible preferred stock dividends have not been deducted
from earnings attributable to common shareholders.
UAL CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In Millions, Except Per Share)
-------------------------------
(In accordance with GAAP) Three Months Ended June 30
1996 1995 % Change
---- ---- --------
Operating revenues:
Passenger $3,694 $3,392 +8.9
Cargo 192 185 +3.8
Other operating revenues 278 238 +16.8
------ ------
4,164 3,815 +9.1
------ ------
Operating expenses:
Salaries and related costs 1,173 1,146 +2.4
ESOP compensation expense 168 108 +55.6
Aircraft fuel 493 412 +19.7
Commissions 373 364 +2.5
Purchased services 297 266 +11.7
Aircraft rent 241 261 -7.7
Landing fees and other rent 213 211 +0.9
Depreciation and amortization 182 174 +4.6
Food services 134 135 -0.7
Aircraft maintenance 118 95 +24.2
Personnel expenses 76 70 +8.6
Other operating expenses 298 271 +10.0
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3,766 3,513 +7.2
------ ------
Earnings from operations 398 302 +31.8
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Other income (expense):
Interest expense (74) (101) -26.7
Interest capitalized 24 10 +140.0
Interest income 12 26 -53.8
Equity in earnings of affiliates 17 13 +30.8
Miscellaneous, net (6) 1
------ ------
(27) (51) -47.1
Earnings before income taxes and
extraordinary item 371 251 +47.8
Provision for income taxes 145 100 +45.0
------ ------
Earnings before extraordinary item 226 151 +49.7
Extraordinary loss on early
extinguishment of debt, net of tax (30) -
------ ------
Net earnings 196 151 +29.8
====== ======
Per share, primary:
Earnings before extraordinary item $ 2.37 $ 3.00
Extraordinary loss on early
extinguishment of debt,
net of tax (0.36) -
------ ------
Net earnings $ 2.01 $ 3.00
====== ======
Per share, fully diluted:
Earnings before extraordinary item $ 2.35 $ 2.73
Extraordinary loss on early
extinguishment of debt,
net of tax (0.36) -
------ ------
Net earnings $ 1.99 $ 2.73
====== ======
__________
See accompanying notes.
UAL CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(In Millions, Except Per Share)
-------------------------------
(In accordance with GAAP) Six Months Ended June 30
1996 1995 % Change
---- ---- --------
Operating revenues:
Passenger $6,972 $6,312 +10.5
Cargo 367 360 +1.9
Other operating revenues 559 477 +17.2
------ ------
7,898 7,149 +10.5
Operating expenses:
Salaries and related costs 2,342 2,259 +3.7
ESOP compensation expense 331 197 +68.0
Aircraft fuel 967 790 +22.4
Commissions 711 706 +0.7
Purchased services 573 505 +13.5
Aircraft rent 480 510 -5.9
Landing fees and other rent 419 380 +10.3
Depreciation and amortization 372 337 +10.4
Food services 259 254 +2.0
Aircraft maintenance 230 202 +13.9
Personnel expenses 150 133 +12.8
Other operating expenses 604 536 +12.7
------ ------
7,438 6,809 +9.2
------ ------
Earnings from operations 460 340 +35.3
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Other income (expense):
Interest expense (159) (203) -21.7
Interest capitalized 39 22 +77.3
Interest income 31 48 -35.4
Equity in earnings of affiliates 37 27 +37.0
Miscellaneous, net (26) 23
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(78) (83) -6.0
------ ------
Earnings before income taxes and
extraordinary item 382 257 +48.6
Provision for income taxes 149 103 +44.7
------ ------
Earnings before extraordinary item 233 154 +51.3
Extraordinary loss on early
extinguishment of debt, net of tax (59) -
------ ------
Net earnings 174 154 +13.0
====== ======
Per share, primary:
Earnings before extraordinary item $ 2.33 $ 2.94
Extraordinary loss on early
extinguishment of debt,
net of tax (0.77) -
------ ------
Net earnings $ 1.56 $ 2.94
====== ======
Per share, fully diluted:
Earnings before extraordinary item $ 2.24 $ 2.76
Extraordinary loss on early
extinguishment of debt,
net of tax (0.73) -
------ ------
Net earnings $ 1.51 $ 2.76
====== ======
_____________
See accompanying notes.
Consolidated Notes
- ------------------
(1) UAL Corporation is a holding company whose principal subsidiary
is United Air Lines, Inc.
(2) "ESOP compensation expense" represents the estimated average fair
value of ESOP convertible preferred stock committed to be
released to employees for the period, net of amounts used to
satisfy dividend requirements for previously allocated ESOP
convertible preferred shares, under Employee Stock Ownership
Plans. The fair value of ESOP convertible preferred stock is
estimated based on the market value of UAL's common stock. The
average market price of UAL's common stock was $55 per share
during the second quarter of 1996 versus $30 per share during
the 1995 second quarter. The average price during the six-month
period ending June 30, 1996, was $50 per share versus $27 per
share for the same six-month period in 1995.
(3) On May 6, 1996, UAL effected a four-for-one split in its common
stock in the form of a 300% dividend. All share and per share
data have been retroactively restated to give effect to this
stock split.
(4) Included in "Miscellaneous, net" in the second quarter of 1996
were foreign exchange losses of $1 million compared to foreign
exchange gains of $10 million in the 1995 second quarter. The
1996 six-month period included foreign exchange losses of $6
million compared to foreign exchange gains of $2 million during
the same period in 1995. In addition, the first six months of
1995 included a $41 million pre-tax gain on disposition of
aircraft owned by Air Wisconsin, Inc.
(5) During the six months ended June 30, 1996, UAL repaid prior to
maturity $472 million in principal amount of various debt
securities, resulting in an aggregate extraordinary loss of
$59 million, after tax benefit of $36 million. Of this amount,
$230 million was repaid during the second quarter, resulting
in a $30 million extraordinary loss, net of tax benefits of $18
million. The securities were scheduled for repayment periodically
through 2021.
(6) During the second quarter, UAL repurchased 1,709,900 depository
shares, representing 1,710 shares of its Series B 12 1/4%
preferred stock, at an aggregate cost of $57 million to be held
in treasury. These transactions had no effect on earnings;
however, the difference between the cash paid and the carrying
value of the preferred stock acquired is included in the
computation of earnings per share.
Per share amounts were calculated after providing for dividends
on preferred stock, including ESOP convertible preferred stock,
of $16 million in the 1996 second quarter, $10 million in the
1995 second quarter, $32 million in the 1996 six-month period
ending June 30 and $23 million in the same 1995 six-month period.
Average shares used in the computations were as follows:
1996 1995
---- ----
(In Millions)
Second quarter:
Primary 82.9 61.5
Fully diluted 83.4 69.6
Six-month period:
Primary 77.5 59.6
Fully diluted 81.6 68.2
Primary per share amounts for all periods were based on weighted
average common shares and common equivalents outstanding,
including ESOP shares committed to be released. In addition,
the fully diluted per share amounts assume the conversion of
convertible debentures (for periods not actually converted) and
elimination of related interest.
(7) During March and April of 1996, holders of $597 million in
principal amount of UAL's oustanding 6 3/8% convertible
subordinated debentures exercised their right to convert the
debentures into an aggregate of $324 million of cash and 7,623,092
shares of common stock.
UNITED AIR LINES, INC AND SUBSIDIARY COMPANIES
----------------------------------------------
Three Months Ended June 30
1996 1995 % Change
FINANCIAL SUMMARY (UNAUDITED) ---- ---- --------
(in millions)
Operating revenues $4,153 $3,804 +9.2
Operating expenses (excluding ESOP
compensation expense) 3,585 3,393 +5.7
ESOP compensation expense 168 108 +55.6
------ ------
3,753 3,501 +7.2
------ ------
Earnings from operations (in
accordance with GAAP) $ 400 $ 303 +32.0
====== ======
OPERATING STATISTICS
Revenue passengers (in thousands) 20,752 20,247 +2.5
Revenue passenger miles (in millions) 29,486 28,258 +4.3
Available seat miles (in millions) 40,334 39,286 +2.7
Passenger load factor (percent) 73.1 71.9 +1.2 pt.
Breakeven passenger load factor
excluding ESOP charges (percent) 61.8 63.2 -1.4 pt.
Passenger revenue per passenger mile
(cents) 12.48 11.97 +4.3
Operating revenue per available
seat mile (cents) 10.30 9.68 +6.4
Operating expenses excluding ESOP
charges per available seat mile
(cents) 8.89 8.64 +2.9
Average price per gallon of jet fuel
(cents) 69.0 58.9 +17.1
Number of aircraft in operating
fleet at end of period 562 556
Number of employees at end of period
(thousands) 84.0 80.9 +3.8
UNITED AIR LINES, INC AND SUBSIDIARY COMPANIES
----------------------------------------------
Six Months Ended June 30
1996 1995 % Change
FINANCIAL SUMMARY (UNAUDITED) ---- ---- --------
(in millions)
Operating revenues $7,876 $7,124 +10.6
Operating expenses (excluding ESOP
compensation expense) 7,081 6,586 +7.5
ESOP compensation expense 331 197 +68.0
------ ------
7,412 6,783 +9.3
------ ------
Earnings from operations (in
accordance with GAAP) $ 464 $ 341 +36.1
====== ======
OPERATING STATISTICS
Revenue passengers (in thousands) 39,716 38,173 +4.0
Revenue passenger miles (in millions) 56,214 53,456 +5.2
Available seat miles (in millions) 79,250 76,871 +3.1
Passenger load factor (percent) 70.9 69.5 +1.4 pt.
Breakeven passenger load factor
excluding ESOP charges (percent) 62.8 63.6 -0.8 pt.
Passenger revenue per passenger mile
(cents) 12.36 11.77 +5.0
Operating revenue per available
seat mile (cents) 9.94 9.27 +7.2
Operating expenses excluding ESOP
charges per available seat mile
(cents) 8.93 8.57 +4.3
Average price per gallon of jet fuel
(cents) 68.7 57.9 +18.7
Number of aircraft in operating
fleet at end of period 562 556
Number of employees at end of period
(thousands) 84.0 80.9 +3.8
UAL CORPORATION AND SUBSIDIARY COMPANIES
EARNINGS AND EARNINGS PER SHARE
(In Millions, Except Per Share)
-------------------------------
Three Months Ended
-------------------------------------
June 30, 1996 June 30, 1995
------------- -------------
GAAP "Fully GAAP "Fully
EARNINGS Basis Distributed"(1) Basis Distributed"(1)
- -------- ----- --------------- ----- ---------------
Operating revenues $4,164 $4,164 $3,815 $3,815
Operating expenses
(excluding ESOP
compensation expense) (3,598) (3,598) (3,405) (3,405)
ESOP compensation
expense (168) N/A (108) N/A
------ ------ ------ ------
Operating earnings 398 566 302 410
Non-operating expense (27) (27) (51) (51)
------ ------ ------ ------
Earnings before income
taxes and extraordinary
item 371 539 251 359
Provision for income taxes 145 202 100 144
------ ------ ------ ------
Earnings before
extraordinary item 226 337 151 215
Extraordinary loss on
debt extinguishment,
net of tax (30) (30) - -
------ ------ ------ ------
Net earnings 196 307 151 215
====== ====== ====== ======
Preferred stock
dividends and other (15) (5) (4) (4)
Preferred stock
transactions (15) (15) 43 43
Earnings attributable to
common shareholders $ 166 $ 287 $ 190 $ 254
====== ====== ====== ======
SHARES
- ------
Average common shares
assumed outstanding 57.5 57.5 49.2 49.2
ESOP preferred shares
assumed outstanding 22.6 70.5 10.4 70.7
Shares assumed issued
for conversion of
debentures 0.8 0.8 7.7 7.7
Other 2.5 2.6 2.3 2.4
Total shares assumed ------ ------ ------ ------
outstanding 83.4 131.4 69.6 130.0
====== ====== ====== ======
PER SHARE, FULLY DILUTED:
- -------------------------
Earnings before extraordinary
item and preferred stock
transactions $ 2.53 $ 2.52 $ 2.12 $ 1.63
Extraordinary item,
net of tax (0.36) (0.23) - -
Preferred stock
transactions (0.18) (0.11) 0.61 0.33
------ ------ ------ ------
$ 1.99 $ 2.18 $ 2.73 $ 1.96
====== ====== ====== ======
(1) "Fully distributed" earnings and earnings per share are pro
forma presentations which consider all ESOP shares which will
ultimately be released to employees by the end of the ESOP period
to be immediately outstanding. Therefore the ESOP compensation
expense has been excluded from fully distributed earnings and
ESOP convertible preferred stock dividends have not been deducted
from earnings attributable to common shareholders.
(2) All share and per share data have been retroactively
restated to give effect to a four-for-one split in the
corporation's common stock in the form of a 300% dividend for
shareholders of record at the close of business on May 6, 1996.
