-----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, GPhVD7BO4W0MRV5Zd6SZxhG+fOG0VQkhig3esWo7DZh21WK8x0PgplZYLFe9jzKZ EfeULo+lzDlyHFPq5T+Sdg== 0000950144-96-000588.txt : 19960220 0000950144-96-000588.hdr.sgml : 19960220 ACCESSION NUMBER: 0000950144-96-000588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960216 ITEM INFORMATION: Other events FILED AS OF DATE: 19960216 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED CITIES GAS CO CENTRAL INDEX KEY: 0000101105 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 361801540 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01284 FILM NUMBER: 96523003 BUSINESS ADDRESS: STREET 1: 5300 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153730104 MAIL ADDRESS: STREET 1: 5300 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEASTERN ILLINOIS GAS CO DATE OF NAME CHANGE: 19670829 8-K 1 UNITED CITIES GAS 8-K 1 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 (Date of earliest event reported) February 16, 1996 -------------------------- United Cities Gas Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois & Virginia 0-12841 36-1801540 - -------------------------------------------------------------------------------- (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation) 5300 Maryland Way, Brentwood, Tennessee 37027 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (615) 373-5310 -------------------------- 2 ITEM 5. OTHER EVENTS Pursuant to Instruction F to Form 8-K, the information contained in the press release filed as Exhibit 20.1 hereto is hereby incorporated by reference in answer to Item 5 of this Form 8-K. -2- 3 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 hereunto duly authorized. UNITED CITIES GAS COMPANY Date: February 16, 1996 By /s/ James B. Ford -------------------------------------- James B. Ford Senior Vice President and Treasurer -3- 4 EXHIBIT INDEX
EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE 20.1 Press release dated February 16, 1996 relating to 1995 Earnings
E-1 EX-20.1 2 NEWS RELEASE 1 NEWS RELEASE FOR RELEASE: CONTACT: Immediately Linda A. Kelley 615-373-0104 Ext. 224 UNITED CITIES GAS COMPANY ANNOUNCES 1995 EARNINGS BRENTWOOD, TENN. -- February 16, 1996 -- United Cities Gas Co., (NASDAQ:UCIT), a multistate distributor of natural and propane gas, today reported 1995 common stock earnings of $9.9 million or $.84 per share compared to $12.1 million or $1.16 per share in 1994. Revenues were down by approximately $9.1 million for the twelve month period, despite fourth quarter revenues that were up $17.1 million due to colder than normal weather during the last two months of the year. "Our lower earnings are the result of several factors," said Gene C. Koonce, United Cities' president and chief executive officer. "Warmer than normal temperatures during the first quarter of the year, when we traditionally sell the greatest volume of gas, negatively affected our natural and propane operations and lowered our income from Woodward Marketing L.L.C., a gas brokerage operation in which we hold a 45% equity interest," said Koonce. "Our 1995 earnings also reflect significantly higher operating expenses, which rose by $7.4 million over the previous year's expenses." Koonce attributed higher operating costs to increases in service and construction payrolls and related benefits, depreciation expense due to new plant investments, and higher property -more- ================================================================================ [LOGO UNITED CITIES GAS COMPANY] UNITED CITIES GAS COMPANY 5300 Maryland Way Brentwood, Tennessee 37027 615-373-0104 2 taxes in Kansas. The 1995 operating expenses included approximately $900,000 related to the consolidation of the company's East Tennessee operations, booked during the third quarter, and an accrual of $545,000 during the fourth quarter to true-up the company's deferred tax liabilities and provide for permanent timing differences settled in the latest IRS audit covering the period up to December 31, 1993. An increase in the number of shares outstanding diluted the earnings per share figure by 13.1 percent. Average common shares outstanding increased from 10.4 million to 11.8 million in 1995 as a result of additional shares issued through a public stock offering, various stock plans, and shares issued in exchange for the acquired interest in Woodward Marketing L.L.C. "While earnings for 1995 were disappointing, several positive events took place in 1995 that will favorably impact 1996 and future years," said Koonce. "We completed our alliance with Woodward Marketing L.L.C., which we believe will strengthen our ability to service our utility customers and generate a growing source of income in this deregulated part of the gas industry. "The consolidation of our East Tennessee operations, which began last fall, will serve to increase our productivity while reducing our expenses by approximately $1 million per year on an annual basis. -more- 3 "As part of a new financing plan, we are now utilizing a $200 million shelf registration to issue new stock and publicly rated debt securities in order to attain low-cost capital needed to serve growing areas within our service territory. In 1995, the company successfully sold approximately 1.4 million shares of common stock through a public offering and issued approximately 413,000 additional shares primarily through our dividend reinvestment and customer stock purchase plans. During the last quarter of 1995, we were able to place $22 million in medium-term notes at very favorable interest rates." Koonce added that rate increases granted in Kansas, Tennessee, Missouri and Virginia, representing approximately $6.6 million in additional annual revenues, coupled with near-normal temperatures during the first quarter, should return the company to normal earnings potential in 1996. "We continue to look for ways to lower our imbedded costs so that even in years when the weather is warmer than normal, our earnings can at least exceed our dividend payout." United Cities' board recently declared the regular quarterly dividend of $.255 per share, payable March 15 to all shareholders of record on February 29. "Our board has great confidence in the company and our ability to manage and grow the company in a way that benefits our shareholders, customers and employees," said Koonce. -more- 4 United Cities Gas Company distributes natural and propane gas to approximately 335,000 customers in ten states. The company is also engaged in other energy-related businesses. -0- See Financial Table 5 UNITED CITIES GAS COMPANY FINANCIAL HIGHLIGHTS TABLE FOR THE PERIOD ENDED DECEMBER 31, 1995
3 MONTHS ENDED 12 MONTHS ENDED DECEMBER 31, DECEMBER 31, ---------------------- ----------------------- 1995 1994 1995 1994 ---- ---- ---- ---- Total Operating Revenues $91,360,000 $74,298,000 $271,860,000 $280,984,000 =========== =========== ============ ============ Net Income $ 7,486,000 $ 6,387,000 $ 9,935,000 $ 12,093,000 =========== =========== ============ ============ Net Income Per Share $ 0.59 $ 0.61 $ 0.84 $ 1.16 =========== =========== ============ ============ Average Common Shares Outstanding 12,680,000 10,526,000 11,792,000 10,409,000 =========== =========== ============ ============ Weather Data - Percent Colder (Warmer) Than Normal 9.8% (21.3)% (2.3)% (10.2)% =========== =========== ============ ============ Average Number of Customers Served 328,000 319,000 325,000 316,000 =========== =========== ============ ============
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