-----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, TTOpb70XR3UBnKM+mtg09FgCUe9RkjVTEE4y+nQPuRXzJiU4XkBVhl1/ncvNcqjo HTmhmODMy6Oc8gJ0hn3itA== 0000314890-98-000001.txt : 19980302 0000314890-98-000001.hdr.sgml : 19980302 ACCESSION NUMBER: 0000314890-98-000001 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980227 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WICOR INC CENTRAL INDEX KEY: 0000314890 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 391346701 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00255 FILM NUMBER: 98551573 BUSINESS ADDRESS: STREET 1: 626 E WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142917026 MAIL ADDRESS: STREET 1: 626 E WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 U-3A-2 1 WICOR INC. FORM U-3A-2 FOR THE YEAR ENDED 12/31/97 1 File No. 69-255 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-3A-2 STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 To Be Filed Annually Prior to March 1 WICOR, Inc. -------------------------------------------- (Name of holding company claiming exemption) Robert A. Nuernberg 626 East Wisconsin Avenue Milwaukee, WI 53202 --------------------------------------- (Name and address of agent for service) It is respectfully requested that a copy of all communications relating to this filing to be sent to: Joseph P. Wenzler Robert A. Nuernberg Senior Vice President, Treasurer Secretary and Chief Financial Officer WICOR, Inc. WICOR, Inc. 626 East Wisconsin Avenue 626 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202 2 FORM U-3A-2 WICOR, Inc. ("WICOR") hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act ("Act"), and submits the following information: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. WICOR, the holding company claiming exemption from the provisions of the Act, is incorporated under the laws of the State of Wisconsin and maintains its principal office and place of business in Milwaukee, Wisconsin. It is not engaged directly in any business. It is the sole shareholder of Wisconsin Gas Company ("Wisconsin Gas"), WICOR Energy Services Company ("WICOR Energy"), FieldTech, Inc. ("FieldTech") and WICOR Industries, Inc. ("WICOR Industries"), which in turn is the sole shareholder of Sta-Rite Industries, Inc. ("Sta-Rite"), SHURflo Pump Manufacturing Co. ("SHURflo"), Hypro Corporation ("Hypro"), WEXCO of Delaware, Inc. ("WEXCO") and WICOR FSC, Inc. ("FSC"). Wisconsin Gas is incorporated under the laws of the State of Wisconsin and maintains its principal office and place of business in Milwaukee, Wisconsin. Wisconsin Gas is a "gas utility company" and a "public-utility company" under the Act. At December 31, 1997, Wisconsin Gas distributed gas to 521,000 customers in 521 communities in Wisconsin, where all of its business is conducted. Wisconsin Gas is subject to the jurisdiction of the Public Service Commission of Wisconsin as to various phases of its operations, including rates, service and issuance of securities. FieldTech is incorporated under the laws of the State of Wisconsin and maintains its principal office and place of business in Milwaukee, Wisconsin. FieldTech was formed in 1995 and operated as a division of Wisconsin Gas until October 1, 1996, when it was incorporated as a subsidiary of WICOR. FieldTech performs meter reading installation, training and project management, and contract meter reading services. WICOR Energy is incorporated under the laws of the State of Wisconsin and maintains its principal office and place of business in Milwaukee, Wisconsin. WICOR Energy, formed in 1995, is in the business of selling natural gas and related services, primarily in Wisconsin. WICOR Industries is an intermediate manufacturing holding company which was formed in December, 1996 for the purpose of improving the ability of WICOR to raise capital for its manufacturing business at a lower cost than would otherwise be possible, to obtain additional flexibility in structuring borrowings, and to provide better access to capital markets. Sta-Rite is incorporated under the laws of the State of Wisconsin and maintains its principal office and place of business in Delavan, Wisconsin. Sta-Rite is a manufacturer and marketer of pumps and water processing equipment for markets throughout the world. Sta-Rite has manufacturing and assembly activities which are carried on in five plants in the United States, three in Italy, and one each in India, Germany, Mexico, New Zealand, and Australia. SHURflo is incorporated under the laws of California and maintains its principal office and place of business in Santa Ana, California. SHURflo is a manufacturer and marketer of pumps for the beverage, recreational vehicle and marine, industrial and water markets. SHURflo has its manufacturing plant in Santa Ana, California, a distribution facility in Indiana, and a sales distribution facility in the United Kingdom. 3 Hypro is incorporated under the laws of the State of Minnesota and maintains its principal office and place of business in New Brighton, Minnesota. Hypro is a manufacturer and marketer of pumps for the agricultural spraying, high pressure cleaning, marine engine cooling, industrial lubrication and recirculation, firefighting, and other fluid pressurization and transfer markets. Hypro has its manufacturing plant in New Brighton, Minnesota. WEXCO is incorporated under the laws of the State of Delaware and maintains its principal office and place of business at 626 East Wisconsin Avenue, Milwaukee, Wisconsin. WEXCO was engaged in natural gas and oil exploration and development through financial partnerships with established independent producers. WEXCO sold substantially all of its properties in 1993. FSC is incorporated under the laws of Barbados and maintains its principal office and place of business in Milwaukee. FSC serves as a commission sales agent to each of WICOR's manufacturing subsidiaries. In this manner each manufacturing subsidiary qualifies for the export sale income tax advantage available under the Internal Revenue Code. 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission, and distribution of electric energy for sale, or for the production, transmission, and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission line, producing fields, gas manufacturing plant, and electric and gas distribution facilities including all such properties which are outside the State in which claimant and its public utility subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. Wisconsin Gas, the only "public-utility company" of WICOR, operates integrated transmission and distribution facilities in the State of Wisconsin only. On December 31, 1997, Wisconsin Gas' distribution systems included approximately 8,700 miles of mains, 435,000 services and 523,000 active meters. Wisconsin Gas also owns its main office building in Milwaukee, office buildings in certain other communities in which it serves, regulating and metering stations, peaking facilities and its major service centers, including garage and warehouse facilities. All of Wisconsin Gas' properties are located in Wisconsin. 3. The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies: (a) Number of kwh of electric energy sold (at retail or wholesale), and Mcf of natural or manufactured gas distributed at retail. For the calendar year ended December 31, 1997, 129,239 Mdth of natural gas were sold at retail or transported by Wisconsin Gas. (One dekatherm (dth) equals 1,000,000 Btu's. "Mdth" means one thousand dekatherms, or one billion Btu's.) Neither WICOR nor Wisconsin Gas distributed any manufactured gas at retail during this period. (b) Number of kwh of electric energy and Mcf of natural or manufactured gas distributed at retail outside the State in which each such company is organized. For the calendar year ended December 31, 1997, neither WICOR nor Wisconsin Gas distributed at retail any manufactured or natural gas outside Wisconsin, the State in which each of these companies is organized. (c) Number of kwh of electric energy and Mcf of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. 4 For the calendar year ended December 31, 1997, neither WICOR nor Wisconsin Gas sold at wholesale any natural or manufactured gas outside Wisconsin, the State in which each of these companies is organized, or at the State line. (d) Number of kwh of electric energy and Mcf of natural gas or manufactured gas purchased outside the State in which each such company is organized, or at the State line. For the calendar year ended December 31, 1997, Wisconsin Gas purchased 86,000 Mdth of natural gas outside the State of Wisconsin for its Wisconsin general system supply. 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in U.S. dollars. (a) Name, location, business address and description of the facilities used by the EWG or foreign company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. None. (b) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. Not applicable. (c) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. None. (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. Not applicable. (e) Identify any service, sale or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). Not applicable. EXHIBIT 1 A consolidating statement of income and surplus of the claimant and its subsidiary companies for the last calendar year, together with a consolidating balance sheet of claimant and its subsidiary companies as of the close of such calendar year. The following consolidating financial statements of WICOR are filed herewith. WICOR, Inc. and Subsidiaries - Consolidating Statement of Income, Year Ended December 31, 1997 - Consolidating Statement of Retained Earnings, Year Ended December 31, 1997 - Consolidating Balance Sheet, December 31, 1997 5 EXHIBIT 2 Not required. EXHIBIT 3 An organization chart showing the relationship of each EWG or foreign utility company to associate companies in the holding- company system. Not applicable. The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 25th day of February, 1998. WICOR, Inc. By /S/ JOSEPH P. WENZLER ------------------------------------- Joseph P. Wenzler Senior Vice President, Treasurer and Chief Financial Officer ATTEST: [CORPORATE SEAL] Robert A. Nuernberg Secretary Name, title and address of officer to whom notices and correspondence concerning the statement should be addressed. Robert A. Nuernberg Secretary WICOR, Inc. 626 E. Wisconsin Avenue Milwaukee, WI 53202 EX-1 2 WICOR, INC. 1997 CONSOLIDATING SCHEDULES 1 EXHIBIT 1 WICOR, Inc. and Subsidiaries Consolidating Statement of Income Year Ended December 31, 1997
(Thousands of Dollars) WICOR Wisconsin Energy Field- WICOR Elim. WICOR, Gas Services Tech, Industries, and Inc. Company Company Inc. Inc. Reclass. Consolidated ----------- ----------- ---------- --------- ----------- ---------- ------------- Revenues: Operating revenues $ - $ 536,720 $ 52,205 $ 7,337 $ 424,779 $ - $ 1,021,041 Equity in earnings of subsidiary companies 49,048 - - - - (49,048) - ----------- ----------- ---------- --------- ----------- ---------- ------------- 49,048 536,720 52,205 7,337 424,779 (49,048) 1,021,041 ----------- ----------- ---------- --------- ----------- ---------- ------------- Costs and Expenses: Cost of gas sold - 342,749 51,352 - - - 394,101 Manufacturing cost of sales - - - - 307,160 - 307,160 Operating and maintenance 71 93,182 1,557 6,957 81,209 - 182,976 Depreciation and amortization 25 31,714 56 14 1,364 - 33,173 Taxes, other than income taxes - 9,600 - - 2 - 9,602 ----------- ----------- ---------- --------- ----------- ---------- ------------- 96 477,245 52,965 6,971 389,735 - 927,012 ----------- ----------- ---------- --------- ----------- ---------- ------------- Operating Income 48,952 59,475 (760) 366 35,044 (49,048) 94,029 ----------- ----------- ---------- --------- ----------- ---------- ------------- Interest Expense (36) (12,698) (156) (38) (5,138) 662 (17,404) Other Income and Expense 747 366 81 - 690 (662) 1,222 ----------- ----------- ---------- --------- ----------- ---------- ------------- 711 (12,332) (75) (38) (4,448) - (16,182) ----------- ----------- ---------- --------- ----------- ---------- ------------- Income Before Income Taxes 49,663 47,143 (835) 328 30,596 (49,048) 77,847 Income Taxes 140 17,808 (272) 132 10,516 - 28,324 ----------- ----------- ---------- --------- ----------- ---------- ------------- Net Income $ 49,523 $ 29,335 $ (563) $ 196 $ 20,080 $ (49,048) $ 49,523 =========== =========== ========== ========= =========== ========== =============
2 WICOR, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1997
(Thousands of Dollars) WICOR Wisconsin Energy WICOR Elim. WICOR, Gas Services FieldTech, Industries and Inc. Company Company Inc. Inc. Reclass. Consolidated Assets ---------- ----------- ---------- ---------- ---------- ----------- ------------ - -------------------------------------- Current Assets: Cash and cash equivalents $ 207 $ 7,854 $ 475 $ 165 $ 3,109 $ - $ 11,810 Accounts receivable, less allowance for doubtful accounts of $15,364* 20 72,238 1,403 1,839 88,743 - 164,243 Accounts receivable - intercompany 9,741 1,268 - - - (11,009) - Accrued utility revenues - 39,986 4,856 - - - 44,842 Gas in storage - 40,657 1,230 - - - 41,887 Manufacturing inventories - - - - 83,431 - 83,431 Deferred income taxes - 17,667 - - 3,864 - 21,531 Prepayments and other 103 11,338 1,109 78 4,296 - 16,924 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 10,071 191,008 9,073 2,082 183,443 (11,009) 384,668 ---------- ----------- ---------- ---------- ---------- ----------- ------------ Investments - Associated Companies 387,594 - - - - (387,594) - ---------- ----------- ---------- ---------- ---------- ----------- ------------ Property, Plant and Equipment, at cost - 801,069 172 282 141,610 - 943,133 Less - Accumulated Depreciation - 421,098 100 95 75,946 - 497,239 ---------- ----------- ---------- ---------- ---------- ----------- ------------ - 379,971 72 187 65,664 - 445,894 ---------- ----------- ---------- ---------- ---------- ----------- ------------ Deferred Charges and Other: Regulatory assets - 53,910 - - - - 53,910 Prepaid pensions - 35,212 - - 7,541 - 42,753 Systems development costs - 17,424 - - - - 17,424 Goodwill - - - - 65,953 - 65,953 Other 1,305 7,398 447 517 11,063 - 20,730 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 1,305 113,944 447 517 84,557 - 200,770 ---------- ----------- ---------- ---------- ---------- ----------- ------------ $ 398,970 $ 684,923 $ 9,592 $ 2,786 $ 333,664 $ (398,603) $ 1,031,332 ========== =========== ========== ========== ========== =========== ============
* Refers to consolidated information. 3 WICOR, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1997
(Thousands of Dollars) WICOR Wisconsin Energy WICOR Elim. WICOR, Gas Services FieldTech, Industries and Inc. Company Company Inc. Inc. Reclass. Consolidated Liabilities and Capitalization ---------- ----------- ---------- ---------- ---------- ----------- ------------ - ---------------------------------------- Current Liabilities: Accounts payable $ 42 $ 43,491 $ 5,278 $ 245 $ 25,978 $ - $ 75,034 Refundable gas costs - 24,776 - - - - 24,776 Accounts payable - intercompany 1,268 1,035 4,703 1,866 2,137 (11,009) - Short-term borrowings - 78,671 - - 40,229 - 118,900 Current portion of long-term debt - 42,000 - - 1,926 - 43,926 Accrued payroll and benefits - 8,066 - - 9,507 - 17,573 Accrued taxes 32 5,537 - 76 4,039 - 9,684 Other 405 3,829 556 11 15,204 (6) 19,999 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 1,747 207,405 10,537 2,198 99,020 (11,015) 309,892 Deferred Credits: ---------- ----------- ---------- ---------- ---------- ----------- ------------ Regulatory liabilities - 36,533 - - - - 36,533 Deferred income taxes (151) 37,689 (72) (44) 6,553 - 43,975 Unamortized investment tax credit - 6,808 - - - - 6,808 Environmental remediation costs - 12,084 - - - - 12,084 Postretirement benefit obligation - 48,942 - - 15,381 - 64,323 Other 1,118 9,556 27 2 8,284 - 18,987 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 967 151,612 (45) (42) 30,218 - 182,710 Capitalization: ---------- ----------- ---------- ---------- ---------- ----------- ------------ Long-term debt 3,607 110,657 - - 34,846 - 149,110 Redeemable preferred stock - - - - - - - Common equity: Common stock 18,601 9 - 600 1 (610) 18,601 Other paid-in capital 232,702 120,677 100 - 161,776 (282,553) 232,702 Retained earnings 147,903 96,005 (992) 30 11,591 (106,634) 147,903 Unearned compensation (4,209) - - - - - (4,209) Accumulated other comprehensive income (2,348) (1,442) (8) - (3,788) 2,209 (5,377) ---------- ----------- ---------- ---------- ---------- ----------- ------------ Shareholder's equity 392,649 215,249 (900) 630 169,580 (387,588) 389,620 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 396,256 325,906 (900) 630 204,426 (387,588) 538,730 ---------- ----------- ---------- ---------- ---------- ----------- ------------ $ 398,970 $ 684,923 $ 9,592 $ 2,786 $ 333,664 $ (398,603) $ 1,031,332 ========== =========== ========== ========== ========== =========== ============
4 WICOR, Inc. and Subsidiaries Consolidating Statement of Retained Earnings December 31, 1997
(Thousands of Dollars) WICOR Wisconsin Energy Field- WICOR Elim. WICOR, Gas Services Tech, Industries and Inc. Company Company Inc. Inc. Reclass. Consolidated ----------- ----------- ---------- --------- ---------- ---------- ------------- Balance - Beginning of Year $ 129,777 $ 88,670 $ (429) $ (166) $ (489) $ (87,586) $ 129,777 Net income 49,523 29,335 (563) 196 20,080 (49,048) 49,523 ----------- ----------- ---------- --------- ---------- ---------- ------------- 179,300 118,005 (992) 30 19,591 (136,634) 179,300 Deduct: Common stock dividends, $1.70 per share* 31,397 22,000 - - 8,000 (30,000) 31,397 ----------- ----------- ---------- --------- ---------- ---------- ------------- 31,397 22,000 - - 8,000 (30,000) 31,397 ----------- ----------- ---------- --------- ---------- ---------- ------------- Balance - End of Year $ 147,903 $ 96,005 $ (992) $ 30 $ 11,591 $(106,634) $ 147,903 =========== =========== ========== ========= ========== ========== =============
* Refers to consolidated information. EX-27 3 FINANCIAL DATA SCHEDULE
OPUR3 1,000 YEAR DEC-31-1997 DEC-31-1997 PER-BOOK 1,031,332 1,021,041 49,523
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