-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O4VaVTdYdK/6sduIfszSOsHFmF4POMKwHL6mZe8NFTOloMaDtcz0Wj11mT/Q83Ks p87CxUin3HA7Bmruf52TNw== 0000314890-94-000001.txt : 19940124 0000314890-94-000001.hdr.sgml : 19940124 ACCESSION NUMBER: 0000314890-94-000001 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19930731 FILED AS OF DATE: 19940121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WICOR INC CENTRAL INDEX KEY: 0000314890 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 391346701 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 34 SEC FILE NUMBER: 001-07951 FILM NUMBER: 94502235 BUSINESS ADDRESS: STREET 1: 626 E WISCONSIN AVE STREET 2: PO BOX 334 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142917026 11-K 1 WGC 11-K FOR THE PERIOD ENDED JULY 31, 1993 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended July 31, 1993 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Wisconsin Gas Company Employees' Savings Plan Wisconsin Gas Company Local 1 Savings Plan Wisconsin Gas Company Local 6-18 Savings Plan Wisconsin Gas Company Employee Stock Ownership Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: WICOR, Inc. 626 East Wisconsin Avenue Milwaukee, Wisconsin 53202 2 Financial Statements and Exhibits: ---------------------------------- (a) Financial Statements: Wisconsin Gas Company Employees' Savings Plan Report of Independent Public Accountants. Statements of Financial Position as of July 31, 1993 and 1992. Statements of Changes in Participants' Equity for the Years Ended July 31, 1993 and 1992. Notes to Financial Statements. Wisconsin Gas Company Local 1 Savings Plan Report of Independent Public Accountants. Statements of Financial Position as of July 31, 1993 and 1992. Statements of Changes in Participants' Equity for the Years Ended July 31, 1993 and 1992. Notes to Financial Statements. Wisconsin Gas Company Local 6-18 Savings Plan Report of Independent Public Accountants. Statements of Financial Position as of July 31, 1993 and 1992. Statements of Changes in Participants' Equity for the Years Ended July 31, 1993 and 1992. Notes to Financial Statements. Wisconsin Gas Company Employee Stock Ownership Plan Report of Independent Public Accountants. Statements of Financial Position as of July 31, 1993 and 1992. Statements of Changes in Participants' Equity for the Years Ended July 31, 1993 and 1992. Notes to Financial Statements. (b) Exhibits: 24 - Consent of Independent Public Accountants 3 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Wisconsin Gas Company Employee Benefit Plans Committee has duly caused these annual reports to be signed by the undersigned thereunto duly authorized. Wisconsin Gas Company Employees' Savings Plan Wisconsin Gas Company Local 1 Savings Plan Wisconsin Gas Company Local 6-18 Savings Plan Wisconsin Gas Company Employee Stock Ownership Plan --------------------------------------------------- (Name of Plans) Date: January 21, 1994 By: /S/ Joseph P. Wenzler ---------------------------------- Joseph P. Wenzler Chairman, Employee Benefit Plans Committee 4 WISCONSIN GAS COMPANY EMPLOYEES' SAVINGS PLAN FINANCIAL STATEMENTS AS OF July 31, 1993 AND 1992 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 5 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To: Wisconsin Gas Company and the Wisconsin Gas Company Employee Benefit Plans Committee We have audited the accompanying statements of financial position of the Wisconsin Gas Company Employees' Savings Plan as of July 31, 1993 and 1992, and the related statements of changes in participants' equity for the years then ended. These financial statements are the responsibility of Wisconsin Gas Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Wisconsin Gas Company Employees' Savings Plan as of July 31, 1993 and 1992, and the changes in participants' equity for the years then ended, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, September 22, 1993. 6 WISCONSIN GAS COMPANY EMPLOYEES' SAVINGS PLAN STATEMENT OF FINANCIAL POSITION As of July 31, 1993
Senior Fixed WICOR Equities Securities Income Loan Total Stock Fund Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- -------- (Dollars in Thousands) PLAN INVESTMENT ASSETS (Note 4). $ 41,784 $ 14,196 $ 11,993 $ 2,486 $ 13,109 $ - OTHER ASSETS (LIABILITIES): Loan receivable (Note 3)...... 475 - - - - 475 Receivable from Wisconsin Gas Company................. 207 45 88 21 53 - Other assets (liabilities).... (85) (89) 1 - 3 - --------- ---------- ---------- ---------- ---------- -------- Participants' Equity....... $ 42,381 $ 14,152 $ 12,082 $ 2,507 $ 13,165 $ 475 ========= ========== ========== ========== ========== ========
WISCONSIN GAS COMPANY EMPLOYEES' SAVINGS PLAN STATEMENT OF FINANCIAL POSITION As of July 31, 1992
Senior Fixed WICOR Equities Securities Income Total Stock Fund Fund Fund Fund ----------- ---------- ---------- ---------- --------- (Dollars in Thousands) PLAN INVESTMENT ASSETS (Note 4)........ $ 37,608 $ 11,179 $ 10,190 $ 2,232 $ 14,007 OTHER ASSETS (LIABILITIES): Receivable from Wisconsin Gas Company. 151 17 64 12 58 Other assets (liabilities)............ 273 6 198 85 (16) ----------- ---------- ---------- ---------- --------- Participants' Equity............... $ 38,032 $ 11,202 $ 10,452 $ 2,329 $ 14,049 =========== ========== ========== ========== =========
The accompanying notes are an integral part of these statements. 1 7 WISCONSIN GAS COMPANY EMPLOYEES' SAVINGS PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY For the Year Ended July 31, 1993
Senior Fixed WICOR Equities Securities Income Loan Total Stock Fund Fund Fund Fund Fund ----------- ---------- ---------- ---------- ---------- -------- (Dollars in Thousands) PARTICIPANTS' EQUITY - Beginning of the year....... $ 38,032 $ 11,202 $ 10,452 $ 2,329 $ 14,049 $ - ----------- ---------- ---------- ---------- ---------- -------- INCREASES: Participants' deposits (Note 3).................. 2,008 304 891 167 646 - Interplan transfers (Note 5).................. 109 25 8 4 72 - Net investment income of master trust........... 5,521 3,083 1,357 188 893 - Interfund transfers......... - 452 (167) (5) (280) - Loan repayments by participants (Note 3)..... - 14 13 8 4 (39) ----------- ---------- ---------- ---------- ---------- -------- Total net increases.... 7,638 3,878 2,102 362 1,335 (39) ----------- ---------- ---------- ---------- ---------- -------- DECREASES: Withdrawals by participants (Note 5).................. 102 19 34 11 38 - Distributions to terminated participants (Note 5)..... 3,187 808 309 126 1,944 - Loans issued to participants (Note 3)..... - 101 129 47 237 (514) ----------- ---------- ---------- ---------- ---------- -------- Total net decreases..... 3,289 928 472 184 2,219 (514) ----------- ---------- ---------- ---------- ---------- -------- PARTICIPANTS' EQUITY - End of the year............ $ 42,381 $ 14,152 $ 12,082 $ 2,507 $ 13,165 $ 475 =========== ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement. 2 8 WISCONSIN GAS COMPANY EMPLOYEES' SAVINGS PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY For the Year Ended July 31, 1992
Senior Fixed WICOR Equities Securities Income Total Stock Fund Fund Fund Fund ----------- ---------- ---------- ---------- ---------- (Dollars in Thousands) PARTICIPANTS' EQUITY - Beginning of the year............ $ 34,556 $ 9,796 $ 8,465 $ 2,217 $ 14,078 ----------- ---------- ---------- ---------- ---------- INCREASES: Participants' deposits and Company contributions before November 1, 1991(Note 3)....... 1,986 316 745 143 782 Interplan transfers (Note 5)..... 139 16 89 4 30 Net investment income of master trust................... 4,274 1,861 1,064 310 1,039 Interfund transfers.............. - (280) 934 (4) (650) ----------- ---------- ---------- ---------- ---------- Total net increases.......... 6,399 1,913 2,832 453 1,201 ----------- ---------- ---------- ---------- ---------- DECREASES: Withdrawals by participants (Note 5)....................... 171 23 33 20 95 Distributions to terminated participants (Note 5).......... 2,752 484 812 321 1,135 ----------- ---------- ---------- ---------- ---------- Total net decreases.......... 2,923 507 845 341 1,230 ----------- ---------- ---------- ---------- ---------- PARTICIPANTS' EQUITY - End of the year.................. $ 38,032 $ 11,202 $ 10,452 $ 2,329 $ 14,049 =========== ========== ========== ========== ==========
The accompanying notes are an integral part of this statement. 3 9 WISCONSIN GAS COMPANY EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS JULY 31, 1993 1. DESCRIPTION OF THE PLAN AND TRUST The Wisconsin Gas Company Employees' Savings Plan (the "Plan"), a plan for non-union employees, was amended and restated on November 1, 1991, to incorporate a leveraged Employee Stock Ownership Plan (ESOP) with respect to the matching Employer contributions and to incorporate the 1989 changes made necessary by the Tax Reform Act of 1986 and subsequent legislative and regulatory developments. For reporting and filing purposes of the Internal Revenue Service and the Department of Labor, the Plan is presented as two plans: 1) a cash or deferred profit sharing plan pursuant to Code Section 401(K) consisting of the Savings Subaccounts and Tax Deferral Subaccounts and 2) an employee stock ownership plan pursuant to Code Sections 409 and 4975, consisting of the ESOP Subaccounts containing employer contributions made after November 1, 1991 and loans used to acquire shares of WICOR, Inc. common stock and financed shares. Participants' deposits and Company contributions are made to the Wisconsin Gas Company Employees' Savings Plan Trust (the "Trust"), maintained by CITIBANK, N.A. (the "Trustee"). Funds are then invested according to the investment options selected by the participants, and managed in a manner consistent with the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Deposits from the Plan along with the deposits from the Wisconsin Gas Company Local 1 Savings Plan and the Wisconsin Gas Company Local 6-18 Savings Plan are commingled in the Trust maintained by the Trustee. Allocation of assets to each of the plans participating in the Trust and to each participant in the Plan is based upon each participant's account value on the valuation date. Allocation of net investment plan income items of the master trust (investment income, net gain or loss on investments sold or distributed and unrealized appreciation (depreciation) in market value of investment assets) is based on equity totals for each plan. 2. ACCOUNTING POLICIES The Wisconsin Gas Company (the "Company") is a wholly-owned subsidiary of WICOR, Inc. Plan financial statements are maintained on the accrual basis of accounting. Investments are stated at current market value. The absorption of administrative expenses of the Plan by the Company and investment in WICOR, Inc. common stock are not considered prohibited transactions by statutory exemptions under ERISA regulations. The AICPA Audit and Accounting Guide, 'Audit of Employee Benefit Plans' (the "audit guide"), as of May 1, 1992, requires that amounts payable to terminated employees be classified as a component of participants' equity. The Plan's July 31, 1992, liability for benefits to terminated employees has been reclassified in the accompanying financial statements to conform with the accounting treatment required by the audit guide. 3. INVESTMENT PROGRAMS Upon enrollment or re-enrollment, each participant in the Plan has the following payroll deduction deposit options based on the participant's defined compensation: Tax Deferred: 2% - 10% of compensation not to exceed $8,728 through 1992 and $8,994 through 1993. Non-Tax Deferred: 2% - 6% of additional compensation. 4 10 WISCONSIN GAS COMPANY EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--Continued Participants' deposits for any calendar month shall be the basis for the allocation of Employer contributions to the participants' ESOP subaccounts on the ratio of a $1.25 matching allocation for each $1.00 of deposits. Employer contributions for any month shall not exceed 5% of employee compensation. The participants' deposits are paid monthly to the Trustee who invests the deposits within prescribed limitations into one or more of the following investment funds as directed (in whole percentages) by the participant: A WICOR, Inc. Stock Fund consisting of WICOR, Inc. common stock. This fund includes employer contributions made through October 31, 1991 and may include participants' deposits. An Equities Fund consisting of common stock and other forms of equity stocks and investments in common, pooled, diversified or consolidated funds, selected by the Trustee within prescribed limitations. Investment in WICOR, Inc. or its subsidiaries' stock is expressly excluded. A Senior Securities Fund consisting of corporate, municipal or U.S. Government bonds, debentures, notes, certificates and any other similar evidences of indebtedness, excluding any securities issued by WICOR, Inc. or its subsidiaries. A Fixed Income Fund consisting of one or more guaranteed income funding agreements with a designated insurance company or companies. A Loan Fund consisting of loans made from participants' accounts. Upon application of a participant, the Loan Administrator ("Administrator"), may direct the Trustee to make a loan out of the participant's specific account. Participant loans will reduce participant investment funds. There are restrictions as to the amounts and number of loans a participant may have. Loans and interest must be repaid in equal installments in accordance with rules established by the Administrator. In addition to the investment options described above, the Trustee may at its discretion temporarily invest any part of the amounts allocated to any fund either in short-term investments or in any common, pooled, diversified or consolidated fund within limitations specified in the Trust Agreement. Effective November 1, 1991, the Plan was amended to provide that any shares of WICOR, Inc. stock held by the WICOR, Inc. Stock Funds for which the Plan Administrator has not received, or is not subject to receiving voting instructions, shall not be voted. Any shares of WICOR, Inc. stock held in the Loan Suspense Account shall be voted by the Trustee in the same proportion to the voting of shares for which direction has been received from the Plan Administrator. Effective March 1, 1993, the Plan was amended to provide for participant loans from their respective accounts in the Plan. Each request for a loan must be by written application to the Administrator and shall be evidenced by a signed note payable to the Trustee. Each note shall be stated in twelve month increments, not to exceed five years and shall be limited to 50% of the participant account balance or $50,000, whichever is lesser. Loan applicants are required to authorize payroll withholding for the total amount of the loan plus reasonable interest as established by the Administrator. The amount of principal and interest repaid by a participant shall be credited to such participant's account as each repayment is made. In the event that the participant fails to become current in installment payments during a consecutive 60-day period and the Administrator elects to treat such failure as a default, after a 30-day grace period, the unpaid balance with interest due shall be charged to the participant's account. 4. INVESTMENTS The Plan is a participant in the Trust along with the Wisconsin Gas Company Local 1 Savings Plan, the Wisconsin Gas Company Local 6-18 Savings Plan and the Wisconsin Gas Company Employee Stock Ownership Plan. 5 11 WISCONSIN GAS COMPANY EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--Continued The Trust investments are stated at fair market value as determined by the Trustee by reference to published market data. Furthermore, the assets of the Plan are commingled and are not segregated in accounts of the Trust. The market value of the assets in the Trust as certified by the Trustee are:
July 31, ---------------------- 1993 1992 ---------- ---------- (Thousands of Dollars) Common Stock- WICOR, Inc. $ 29,373 $ 23,687 Common stock fund 14,011 4,745 Corporate debt securities 3,033 8,558 Short-term investments 3,541 2,583 Insurance contracts 13,308 15,556 ---------- ---------- $ 63,266 $ 55,129 ========== ==========
The Trustee has determined that the percentage of the Plan's assets to the total assets of the Trust are 66.0% and 68.2% for 1993 and 1992, respectively. At July 31, 1993 and 1992, the Trust held 6.0% and 6.1%, respectively, of the total WICOR, Inc. common shares outstanding. 5. ELIGIBILITY, VESTING AND WITHDRAWALS To be eligible to participate in the Plan, a non-union employee must be at least 21 years of age and complete one year of service with the Company. An employee may enroll on the first day of the month immediately following the month he or she meets the eligibility requirements or on any subsequent March 1, June 1, September 1 or December 1. An employee may also transfer from participation in another Wisconsin Gas Company savings Plan. As of July 31, 1993, the Plan had 683 participants. Each participant's account is fully vested and non-forfeitable. Participants can withdraw every two years the lesser of (1) the value of their non-tax deferred deposits, or (2) the amount of non-tax deferred deposits they have contributed. Tax-deferred deposits can also be withdrawn, but only if the participants have reached age 55 or can demonstrate a verifiable "hardship" as defined in the Plan. Distributions from the WICOR, Inc. Stock Fund can be made in cash or in stock. Upon termination of employment from the Company, the participant receives amounts equal to the current market value of the investments purchased through all Company contributions and participant deposits. A terminating participant has the option of deferring the receipt of their deposits and contributions to no later than March 1 of the calendar year following the termination of employment. 6. INCOME TAX STATUS The Plan has received a determination letter dated November 3, 1986 which qualifies the Plan as tax exempt under Section 401 of the Internal Revenue Code of 1986, as amended. Amounts are not taxed to the employee until a distribution from the Plan is received. In management's opinion, the Plan remains tax exempt after amendments made since the most recent determination letter from the Internal Revenue Service. 6 12 WISCONSIN GAS COMPANY LOCAL 1 SAVINGS PLAN FINANCIAL STATEMENTS AS OF July 31, 1993 AND 1992 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 13 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To: Wisconsin Gas Company and the Wisconsin Gas Company Employee Benefit Plans Committee We have audited the accompanying statements of financial position of the Wisconsin Gas Company Local 1 Savings Plan as of July 31, 1993 and 1992, and the related statements of changes in participants' equity for the years then ended. These financial statements are the responsibility of Wisconsin Gas Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Wisconsin Gas Company Local 1 Savings Plan as of July 31, 1993 and 1992, and the changes in participants' equity for the years then ended, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, September 22, 1993. 14 WISCONSIN GAS COMPANY LOCAL 1 SAVINGS PLAN STATEMENT OF FINANCIAL POSITION As of July 31, 1993
Senior Fixed WICOR Equities Securities Income Loan Total Stock Fund Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- -------- (Dollars in Thousands) PLAN INVESTMENT ASSETS (Note 4). $ 3,409 $ 998 $ 970 $ 246 $ 1,195 $ - OTHER ASSETS (LIABILITIES): Loan receivable (Note 3)...... 110 - - - - 110 Receivable from Wisconsin Gas Company................. 78 34 22 4 18 - Other assets (liabilities).... (6) (6) - - - - --------- ---------- ---------- ---------- ---------- -------- Participants' Equity....... $ 3,591 $ 1,026 $ 992 $ 250 $ 1,213 $ 110 ========= ========== ========== ========== ========== ========
WISCONSIN GAS COMPANY LOCAL 1 SAVINGS PLAN STATEMENT OF FINANCIAL POSITION As of July 31, 1992
Senior Fixed WICOR Equities Securities Income Total Stock Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- (Dollars in Thousands) PLAN INVESTMENT ASSETS (Note 4)........ $ 2,705 $ 589 $ 737 $ 189 $ 1,190 OTHER ASSETS (LIABILITIES): Receivable from Wisconsin Gas Company........................ 63 15 22 5 21 Other assets (liabilities)........... 19 (2) 15 8 (2) --------- ---------- ---------- ---------- ---------- Participants' Equity.............. $ 2,787 $ 602 $ 774 $ 202 $ 1,209 ========= ========== ========== ========== ==========
The accompanying notes are an integral part of these statements. 1 15 WISCONSIN GAS COMPANY LOCAL 1 SAVINGS PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY For the Year Ended July 31, 1993
Senior Fixed WICOR Equities Securities Income Loan Total Stock Fund Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- -------- (Dollars in Thousands) PARTICIPANTS' EQUITY - Beginning of the year........ $ 2,787 $ 602 $ 774 $ 202 $ 1,209 $ - --------- ---------- ---------- ---------- ---------- -------- INCREASES: Participants' deposits (Note 3)................... 657 179 221 53 204 - Net investment income of master trust............... 388 181 77 20 110 - Interfund transfers.......... - 114 (45) (7) (62) - Loan repayments by participants (Note 3)...... - 3 1 3 6 (13) --------- ---------- ---------- ---------- ---------- -------- Total net increases...... 1,045 477 254 69 258 (13) --------- ---------- ---------- ---------- ---------- -------- DECREASES: Withdrawals by participants (Note 5)................... 56 6 2 2 46 - Distributions to terminated participants (Note 5)...... 113 9 13 3 88 - Interplan transfers (Note 6). 72 16 2 3 51 - Loans issued to participants (Note 3)...... - 22 19 13 69 (123) --------- ---------- ---------- ---------- ---------- -------- Total net decreases...... 241 53 36 21 254 (123) --------- ---------- ---------- ---------- ---------- -------- PARTICIPANTS' EQUITY - End of the year.............. $ 3,591 $ 1,026 $ 992 $ 250 $ 1,213 $ 110 ========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement. 2 16 WISCONSIN GAS COMPANY LOCAL 1 SAVINGS PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY For the Year Ended July 31, 1992
Senior Fixed WICOR Equities Securities Income Total Stock Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- (Dollars in Thousands) PARTICIPANTS' EQUITY - Beginning of the year............ $ 2,074 $ 415 $ 541 $ 140 $ 978 --------- ---------- ---------- ---------- ---------- INCREASES: Participants' deposits (Note 3).. 569 124 170 42 233 Net investment income of master trust................... 378 132 90 23 133 Interfund transfers.............. - (6) 52 - (46) --------- ---------- ---------- ---------- ---------- Total net increases.......... 947 250 312 65 320 --------- ---------- ---------- ---------- ---------- DECREASES: Withdrawals by participants (Note 5)....................... 47 8 5 - 34 Distributions to terminated participants (Note 5).......... 98 34 36 - 28 Interplan transfers (Note 6)..... 89 21 38 3 27 --------- ---------- ---------- ---------- ---------- Total net decreases.......... 234 63 79 3 89 --------- ---------- ---------- ---------- ---------- PARTICIPANTS' EQUITY - End of the year.................. $ 2,787 $ 602 $ 774 $ 202 $ 1,209 ========= ========== ========== ========== ==========
The accompanying notes are an integral part of this statement. 3 17 WISCONSIN GAS COMPANY LOCAL 1 SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS JULY 31, 1993 1. DESCRIPTION OF THE PLAN AND TRUST The Wisconsin Gas Company Local 1 Savings Plan (the "Plan"), a plan for the benefit of eligible employees who are members of or are represented by Local Division No. 1, United Association of Office, Sales and Technical Employees, is a qualified cash or deferred income arrangement as provided for by Section 401 of the Internal Revenue Code of 1986, as amended, and meets the requirements of the Employee Retirement Income Security Act of 1974. Participants' deposits are made to the Wisconsin Gas Company Employees' Savings Plan Trust (the "Trust"), maintained by CITIBANK, N.A. (the "Trustee"). Funds are then invested by the Trustee according to the investment options selected by the participants and managed in a manner consistent with the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan has no employer contributions. Deposits from the Plan along with the deposits from the Wisconsin Gas Company Employees' Savings Plan (a plan for non-union employees) and the Wisconsin Gas Company Local 6-18 Savings Plan are commingled in the Trust maintained by the Trustee. Allocation of assets to each of the plans participating in the Trust and to each participant in the Plan is based upon each participant's account value on the valuation date. Allocation of net investment plan income items of the master trust (investment income, net gain or loss on investments sold or distributed and unrealized appreciation (depreciation) in market value of investment assets) is based on equity totals for each plan. 2. ACCOUNTING POLICIES The Wisconsin Gas Company (the "Company") is a wholly-owned subsidiary of WICOR, Inc. Plan financial statements are maintained on the accrual basis of accounting. Investments are stated at current market value. The absorption of administrative expenses of the Plan by the Company and investment in WICOR, Inc. common stock are not considered prohibited transactions by statutory exemptions under ERISA regulations. The AICPA Audit and Accounting Guide, 'Audit of Employee Benefit Plans' (the "audit guide"), as of May 1, 1992, requires that amounts payable to terminated employees be classified as a component of participants' equity. The Plan's July 31, 1992, liability for benefits to terminated employees has been reclassified in the accompanying financial statements to conform with the accounting treatment required by the audit guide. 3. INVESTMENT PROGRAMS Upon enrollment or re-enrollment, each participant in the Plan could elect to make regular deposits by payroll deduction in whole percentages of at least 2% but not more than 16% of a participant's defined compensation on a tax deferred basis up to a limit of $8,728 through 1992 and $8,994 through 1993. The participants' deposits are paid monthly to the Trustee who invests the deposits within prescribed limitations into one or more of the following investment funds as directed (in whole percentages) by the participant: A WICOR, Inc. Stock Fund consisting of WICOR, Inc. common stock. The Plan participants have been eligible to participate in this fund since December 1, 1984. 4 18 WISCONSIN GAS COMPANY LOCAL 1 SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--Continued An Equities Fund consisting of common stock and other forms of equity stocks and investments in common, pooled, diversified or consolidated funds, selected by the Trustee within prescribed limitations. Investment in WICOR, Inc. or its subsidiaries' stock is expressly excluded. A Senior Securities Fund consisting of corporate, municipal or U.S. Government bonds, debentures, notes, certificates and any other similar evidences of indebtedness, excluding any securities issued by WICOR, Inc. or its subsidiaries. A Fixed Income Fund consisting of one or more guaranteed income funding agreements with a designated insurance company or companies. A Loan Fund consisting of loans made from participants' accounts. Upon application of a participant, the Loan Administrator ("Administrator"), may direct the Trustee to make a loan out of the participant's specific account. Participant loans will reduce participant investment funds. There are restrictions as to the amounts and number of loans. Loans and interest must be repaid in equal installments in accordance with rules established by the Administrator. In addition to the investment options described above, the Trustee may at its discretion temporarily invest any part of the amounts allocated to any fund either in short-term investments or in any common, pooled, diversified or consolidated fund within limitations specified in the Trust Agreement. Effective March 1, 1993, the Plan was amended to provide for participant loans from their respective accounts in the Plan. Each request for a loan must be by written application to the Administrator and shall be evidenced by a signed note payable to the Trustee. Each note shall be stated in twelve month increments, not to exceed five years and shall be limited to 50% of the participant account balance or $50,000, whichever is lesser. Loan applicants are required to authorize payroll withholding for the total amount of the loan plus reasonable interest as established by the Administrator. The amount of principal and interest repaid by a participant shall be credited to such participant's account as each repayment is made. In the event that the participant fails to become current in installment payments during a consecutive 60-day period and the Administrator elects to treat such failure as a default, after a 30-day grace period, the unpaid balance with interest due shall be charged to the participant's account. No participant or beneficiary shall have the right to transfer or encumber any part of his/her benefits under the Plan prior to their eligible receipt. However, effective March 1, 1993, the Trustee may recognize a qualified domestic relations order with respect to child support, alimony payments or marital property rights. Such an order may permit distribution to an alternative payee prior to the time a participant would normally be eligible to receive benefits. 4. INVESTMENTS The Plan is a participant in the Trust along with the Wisconsin Gas Company Employees' Savings Plan, the Wisconsin Gas Company Local 6-18 Savings Plan and the Wisconsin Gas Company Employee Stock Ownership Plan. The Trust investments are stated at fair market value as determined by the Trustee by reference to published market data. Furthermore, the assets of the Plan are commingled and are not segregated in accounts of the Trust. The market value of the assets in the Trust as certified by the Trustee are: 5 19 WISCONSIN GAS COMPANY LOCAL 1 SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--Continued
July 31, ---------------------- 1993 1992 ---------- ---------- (Thousands of Dollars) Common Stock- WICOR, Inc. $ 29,373 $ 23,687 Common stock fund 14,011 4,745 Corporate debt securities 3,033 8,558 Short-term investments 3,541 2,583 Insurance contracts 13,308 15,556 ---------- ---------- $ 63,266 $ 55,129 ========== ==========
The Trustee has determined that the percentage of the Plan's assets to the total assets of the Trust are 5.4% and 4.9% for 1993 and 1992, respectively. At July 31, 1993 and 1992, the Trust held 6.0% and 6.1%, respectively, of the total WICOR, Inc. common shares outstanding. 5. ELIGIBILITY, VESTING AND WITHDRAWALS Each employee of the Company who is covered by the collective bargaining agreement between the Company and the Union may upon completion of the probationary period elect to participate in the Plan on any subsequent March 1, June 1, September 1 or December 1. As of July 31, 1993, the Plan had 323 participants. Each participant's account is fully vested and non-forfeitable. Participants can withdraw their tax-deferred deposits but only if the participants have reached age 55 or can demonstrate a verifiable "hardship" as defined by the Plan. Distributions from the WICOR, Inc. Stock Fund can be made in cash or in stock. Upon termination of employment from the Company, the participant receives amounts equal to the current market value of the investments purchased through all participant deposits. A terminating participant has the option of deferring the receipt of their deposits to no later than March 1 of the calendar year following the termination of employment. 6. TRANSFERS If a participant transfers to a position eligible for the Wisconsin Gas Company Employees' Savings Plan or the Wisconsin Gas Company Local 6-18 Savings Plan, the participant's account shall be transferred to that Plan. 7. INCOME TAX STATUS The Plan has received a determination letter dated October 30, 1986 which qualifies the Plan as tax exempt under Section 401 of the Internal Revenue Code of 1986, as amended. Amounts are not taxed to the employee until a distribution from the Plan is received. In management's opinion, the Plan remains tax exempt after amendments made since the most recent determination letter from the Internal Revenue Service. 6 20 WISCONSIN GAS COMPANY LOCAL 6-18 SAVINGS PLAN FINANCIAL STATEMENTS AS OF July 31, 1993 AND 1992 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 21 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To: Wisconsin Gas Company and the Wisconsin Gas Company Employee Benefit Plans Committee We have audited the accompanying statements of financial position of the Wisconsin Gas Company Local 6-18 Savings Plan as of July 31, 1993 and 1992, and the related statements of changes in participants' equity for the years then ended. These financial statements are the responsibility of Wisconsin Gas Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Wisconsin Gas Company Local 6-18 Savings Plan as of July 31, 1993 and 1992, and the changes in participants' equity for the years then ended, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, September 22, 1993. 22 WISCONSIN GAS COMPANY LOCAL 6-18 SAVINGS PLAN STATEMENT OF FINANCIAL POSITION As of July 31, 1993
Senior Fixed WICOR Equities Securities Income Loan Total Stock Fund Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- -------- (Dollars in Thousands) PLAN INVESTMENT ASSETS (Note 4). $ 4,937 $ 2,103 $ 1,127 $ 311 $ 1,396 $ - OTHER ASSETS (LIABILITIES): Loan receivable (Note 3)...... 260 - - - - 260 Receivable from Wisconsin Gas Company................. 73 25 22 6 20 - Other assets (liabilities).... (13) (13) - - - - --------- ---------- ---------- ---------- ---------- -------- Participants' Equity....... $ 5,257 $ 2,115 $ 1,149 $ 317 $ 1,416 $ 260 ========= ========== ========== ========== ========== ========
WISCONSIN GAS COMPANY LOCAL 6-18 SAVINGS PLAN STATEMENT OF FINANCIAL POSITION As of July 31, 1992
Senior Fixed WICOR Equities Securities Income Total Stock Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- (Dollars in Thousands) PLAN INVESTMENT ASSETS (Note 4)....... $ 4,005 $ 1,445 $ 854 $ 251 $ 1,455 OTHER ASSETS (LIABILITIES): Receivable from Wisconsin Gas Company....................... 66 21 19 4 22 Other assets (liabilities).......... 22 (4) 18 10 (2) --------- ---------- ---------- ---------- ---------- Participants' Equity............. $ 4,093 $ 1,462 $ 891 $ 265 $ 1,475 ========= ========== ========== ========== ==========
The accompanying notes are an integral part of these statements. 1 23 WISCONSIN GAS COMPANY LOCAL 6-18 SAVINGS PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY For the Year Ended July 31, 1993
Senior Fixed WICOR Equities Securities Income Loan Total Stock Fund Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- -------- (Dollars in Thousands) PARTICIPANTS' EQUITY - Beginning of the year........ $ 4,093 $ 1,462 $ 891 $ 265 $ 1,475 $ - --------- ---------- ---------- ---------- ---------- -------- INCREASES: Participants' deposits (Note 3)................... 695 248 197 46 204 - Net investment income of master trust............... 648 425 126 23 74 - Interfund transfers.......... - 79 50 8 (137) - Loan repayments by participants (Note 3)...... - 4 2 - 3 (9) --------- ---------- ---------- ---------- ---------- -------- Total net increases...... 1,343 756 375 77 144 (9) --------- ---------- ---------- ---------- ---------- -------- DECREASES: Withdrawals by participants (Note 5)................... 66 13 6 8 39 - Distributions to terminated participants (Note 5)....... 75 - 30 - 45 - Interplan transfers (Note 6).. 38 9 7 1 21 - Loans issued to participants (Note 3)....... - 81 74 16 98 (269) --------- ---------- ---------- ---------- ---------- -------- Total net decreases....... 179 103 117 25 203 (269) --------- ---------- ---------- ---------- ---------- -------- PARTICIPANTS' EQUITY - End of the year............... $ 5,257 $ 2,115 $ 1,149 $ 317 $ 1,416 $ 260 ========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement. 2 24 WISCONSIN GAS COMPANY LOCAL 6-18 SAVINGS PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY For the Year Ended July 31, 1992
Senior Fixed WICOR Equities Securities Income Total Stock Fund Fund Fund Fund --------- ---------- ---------- ---------- ---------- (Dollars in Thousands) PARTICIPANTS' EQUITY - Beginning of the year............ $ 3,198 $ 1,161 $ 654 $ 219 $ 1,164 --------- ---------- ---------- ---------- ---------- INCREASES: Participants' deposits (Note 3).. 666 199 169 39 259 Net investment income of master trust................ 519 228 134 27 130 Interfund transfers.............. - (52) 47 (6) 11 --------- ---------- ---------- ---------- ---------- Total net increases.......... 1,185 375 350 60 400 --------- ---------- ---------- ---------- ---------- DECREASES: Withdrawals by participants (Note 5)....................... 9 2 3 - 4 Distributions to terminated participants (Note 5).......... 230 77 59 12 82 Interplan transfers (Note 6)..... 51 (5) 51 2 3 --------- ---------- ---------- ---------- ---------- Total net decreases.......... 290 74 113 14 89 --------- ---------- ---------- ---------- ---------- PARTICIPANTS' EQUITY - End of the year.................. $ 4,093 $ 1,462 $ 891 $ 265 $ 1,475 ========= ========== ========== ========== ==========
The accompanying notes are an integral part of this statement. 3 25 WISCONSIN GAS COMPANY LOCAL 6-18 SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS JULY 31, 1993 1. DESCRIPTION OF THE PLAN AND TRUST The Wisconsin Gas Company Local 6-18 Savings Plan (the "Plan"), a plan for the benefit of eligible employees who are members of or are represented by Local 6-18, Oil, Chemical and Atomic Workers, International Union, AFL- CIO, is a qualified cash or deferred income arrangement as provided by Section 401 of the Internal Revenue Code of 1986, as amended, and meets the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Participants' deposits are made to the Wisconsin Gas Company Employees' Savings Plans Trust (the "Trust"), maintained by CITIBANK N.A. (the "Trustee"). Funds are then invested by the Trustee according to the investment options selected by the participants, and managed in a manner consistent with ERISA. The Plan has no Employer contributions. Deposits from the Plan along with deposits from the Wisconsin Gas Company Employees' Savings Plan (a plan for non-union employees) and the Wisconsin Gas Company Local 1 Savings Plan are commingled and invested in the Trust maintained by the Trustee. Allocation of assets to each of the plans participating in the Trust and to each participant in the Plan is based upon each participants account value on the valuation date. Allocation of net investment plan income items of the master trust (investment income, net gain or loss on investments sold or distributed and unrealized appreciation (depreciation) in market value of investment assets) is based on equity totals for each plan. 2. ACCOUNTING POLICIES The Wisconsin Gas Company (the "Company") is a wholly-owned subsidiary of WICOR, Inc. Plan financial statements are maintained on the accrual basis of accounting. Investments are stated at current market value. The absorption of administrative expenses of the Plan by the Company and investment in WICOR, Inc. common stock are not considered prohibited transactions by statutory exemptions under ERISA regulations. The AICPA Audit and Accounting Guide, 'Audit of Employee Benefit Plans' (the "audit guide"), as of May 1, 1992, requires that amounts payable to terminated employees be classified as a component of participants' equity. The Plan's July 31, 1992, liability for benefits to terminated employees has been reclassified in the accompanying financial statements to conform with the accounting treatment required by the audit guide. 3. INVESTMENT PROGRAMS Upon enrollment or re-enrollment, each participant in the Plan could elect to make regular deposits by payroll deduction in whole percentages of at least 2% but not more than 16% of the participant's defined compensation on a tax deferred basis up to a limit of $8,728 through 1992 and $8,994 through 1993. The participants' deposits are paid monthly to the Trustee who invests the deposits within prescribed limitations into one or more of the following investment Funds as directed (in whole percentages) by the participant: A WICOR, Inc. Stock Fund consisting of WICOR, Inc. common stock. The Plan participants have been eligible to participate in this fund since December 1, 1984. 4 26 WISCONSIN GAS COMPANY LOCAL 6-18 SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--Continued An Equities Fund consisting of common stock and other forms of equity stocks and investments in common, pooled, diversified or consolidated funds, selected by the Trustee within prescribed limitations. Investment in WICOR, Inc. or its subsidiaries' stock is expressly excluded. A Senior Securities Fund consisting of corporate, municipal or U.S. Government bonds, debentures, notes, certificates and any other similar evidences of indebtedness, excluding any securities issued by WICOR, Inc. or its subsidiaries. A Fixed Income Fund consisting of one or more guaranteed income funding agreements with a designated insurance company or companies. A Loan Fund consisting of loans made from participants' accounts. Upon application of a participant, the Loan Administrator ("Administrator"), may direct the Trustee to make a loan out of the participant's specific account. Participant loans will reduce participant investment funds. There are restrictions as to the amounts and number of loans. Loans and interest must be repaid in equal installments in accordance with rules established by the Administrator. In addition to the investment options described above, the Trustee may at its discretion temporarily invest any part of the amounts allocated to any fund either in short-term investments or in any common, pooled, diversified or consolidated fund within limitations specified in the Trust Agreement. Effective March 1, 1993, the Plan was amended to provide for participant loans from their respective accounts in the Plan. Each request for a loan must be by written application to the Administrator and shall be evidenced by a signed note payable to the Trustee. Each note shall be stated in twelve month increments, not to exceed five years and shall be limited to 50% of the participant account balance or $50,000, whichever is lesser. Loan applicants are required to authorize payroll withholding for the total amount of the loan plus reasonable interest as established by the Administrator. The amount of principal and interest repaid by a participant shall be credited to such participant's account as each repayment is made. In the event that the participant fails to become current in installment payments during a consecutive 60-day period and the Administrator elects to treat such failure as a default, after a 30-day grace period, the unpaid balance with interest due shall be charged to the participant's account. No participant or beneficiary shall have the right to transfer or encumber any part of his/her benefits under the Plan prior to their eligible receipt. However, effective March 1, 1993, the Trustee may recognize a qualified domestic relations order with respect to child support, alimony payments or marital property rights. Such an order may permit distribution to an alternative payee prior to the time a participant would normally be eligible to receive benefits. 4. INVESTMENTS The Plan is a participant in the Trust along with the Wisconsin Gas Company Employees' Savings Plan, the Wisconsin Gas Company Local 1 Savings Plan and the Wisconsin Gas Company Employee Stock Ownership Plan. The Trust investments are stated at fair market value as determined by the Trustee by reference to published market data. Furthermore, the assets of the Plan are commingled and are not segregated in accounts of the Trust. The market value of the assets in the Trust as certified by the Trustee are: 5 27 WISCONSIN GAS COMPANY LOCAL 6-18 SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--Continued
July 31, ---------------------- 1993 1992 ---------- ---------- (Thousands of Dollars) Common Stock- WICOR, Inc. $ 29,373 $ 23,687 Common stock fund 14,011 4,745 Corporate debt securities 3,033 8,558 Short-term investments 3,541 2,583 Insurance contracts 13,308 15,556 ---------- ---------- $ 63,266 $ 55,129 ========== ==========
The Trustee has determined that the percentage of the Plan's assets to the total assets of the Trust are 7.8% and 7.3% for 1993 and 1992, respectively. At July 31, 1993 and 1992, the Trust held 6.0% and 6.1%, respectively, of the total WICOR, Inc. common shares outstanding. 5. ELIGIBILITY, VESTING AND WITHDRAWALS Each employee of the Company who is covered by the collective bargaining agreement between the Company and the Union may upon completion of the probationary period elect to participate in the Plan on any subsequent March 1, June 1, September 1 or December 1. As of July 31, 1993, the Plan had 234 participants. Each participant's account is fully vested and non-forfeitable. Participants can withdraw their tax-deferred deposits only if the participant has reached age 55 or can demonstrate a verifiable "hardship" as defined by the Plan. Distributions from the WICOR, Inc. Stock Fund can be made in cash or in stock. Upon termination of employment from the Company, the participant receives amounts equal to the current market value of the investments purchased through all participant deposits. A terminating participant has the option of deferring the receipt of their deposits to no later than March 1 of the calendar year following the termination of employment. 6. TRANSFERS If a participant transfers to a position eligible for the Wisconsin Gas Company Employees' Savings Plan or the Wisconsin Gas Company Local 1 Savings Plan, the participant's account shall be transferred to that Plan. 7. INCOME TAX STATUS The Plan has received a determination letter dated November 3, 1986 which qualifies the Plan as tax exempt under Section 401 of the Internal Revenue Code of 1986, as amended. Amounts are not taxed to the employee until a distribution from the Plan is received. In management's opinion, the Plan remains tax exempt after amendments made since the most recent determination letter from the Internal Revenue Service. 6 28 WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN FINANCIAL STATEMENTS AS OF July 31, 1993 and 1992 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 29 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To: Wisconsin Gas Company and the Wisconsin Gas Company Employee Benefit Plans Committee We have audited the accompanying statements of financial position of the Wisconsin Gas Company Employee Stock Ownership Plan as of July 31, 1993 and 1992, and the related statements of changes in plan equity for the years then ended. These financial statements are the responsibility of Wisconsin Gas Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Wisconsin Gas Company Employee Stock Ownership Plan as of July 31, 1993 and 1992, and the changes in plan equity for the years then ended, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, September 22, 1993. 30 WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN Statement of Financial Position As of July 31, 1993
WICOR Stock Fund Senior Fixed --------------------- Equities Securities Income Total Unallocated Allocated Fund Fund Fund --------- ----------- --------- --------- ---------- --------- (Thousands of Dollars) Plan Investment Assets, at market (Note 4)............ $ 13,160 $ 10,772 $ 1,593 $ 387 $ 85 $ 323 Other Assets (Liabilities): Notes payable (Note 7)..... (8,010) (8,010) - - - - Interest payable........... (51) (51) - - - - Interfund receivable....... - (113) 68 26 5 14 Other assets (liabilities). (169) (169) - - - - --------- ----------- --------- --------- ---------- --------- ESOP Equity.............. $ 4,930 $ 2,429 $ 1,661 $ 413 $ 90 $ 337 ========= =========== ========= ========= ========== =========
WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN Statement of Financial Position As of July 31, 1992
WICOR Stock Fund Senior Fixed --------------------- Equities Securities Income Total Unallocated Allocated Fund Fund Fund --------- ----------- --------- --------- ---------- --------- (Thousands of Dollars) Plan Investment Assets, at market (Note 4)............ $ 10,813 $ 9,954 $ 544 $ 137 $ 31 $ 147 Other Assets (Liabilities): Notes payable (Note 7)..... (9,140) (9,140) - - - - Interest payable........... (69) (69) - - - - Interfund receivable....... - (101) 101 - - - Other assets (liabilities). (27) 9 (36) - - - --------- ----------- --------- --------- ---------- --------- ESOP Equity.............. $ 1,577 $ 653 $ 609 $ 137 $ 31 $ 147 ========= =========== ========= ========= ========== =========
The accompanying notes are an integral part of these statements. 1 31 WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN Statement of Changes in Plan Equity For the Year Ended July 31, 1993
WICOR Stock Fund Senior Fixed --------------------- Equities Securities Income Total Unallocated Allocated Fund Fund Fund --------- ----------- --------- --------- --------- --------- (Thousands of Dollars) ESOP Equity - Beginning of Year.......... $ 1,577 $ 653 $ 609 $ 137 $ 31 $ 147 Increases: Company contributions...... 888 888 - - - - Net investment income of master trust............. 2,876 2,361 469 26 4 16 Interfund transfers........ - (1,105) 605 259 56 185 --------- ----------- --------- --------- --------- --------- Total increases.......... 3,764 2,144 1,074 285 60 201 --------- ----------- --------- --------- --------- --------- Decreases: Interest expense........... 368 368 - - - - Distributions to terminated participants.. 43 - 22 9 1 11 --------- ----------- --------- --------- --------- --------- Total decreases.......... 411 368 22 9 1 11 --------- ----------- --------- --------- --------- --------- ESOP Equity - End of Year.... $ 4,930 $ 2,429 $ 1,661 $ 413 $ 90 $ 337 ========= =========== ========= ========= ========= =========
The accompanying notes are an integral part of this statement. 2 32 WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN Statement of Changes in Plan Equity For the Year Ended July 31, 1992
WICOR Stock Fund Senior Fixed --------------------- Equities Securities Income Total Unallocated Allocated Fund Fund Fund --------- ----------- --------- --------- --------- --------- (Thousands of Dollars) ESOP Equity - Beginning of Year.......... $ - $ - $ - $ - $ - $ - Increases: Company contributions...... 710 710 - - - - Net investment income of master trust............. 1,260 1,182 70 3 1 4 Interfund transfers........ - (854) 543 135 30 146 --------- ----------- --------- --------- --------- --------- Total increases.......... 1,970 1,038 613 138 31 150 --------- ----------- --------- --------- --------- --------- Decreases: Interest expense........... 385 385 - - - - Distributions to terminated participants.. 8 - 4 1 - 3 --------- ----------- --------- --------- --------- --------- Total decreases.......... 393 385 4 1 - 3 --------- ----------- --------- --------- --------- --------- ESOP Equity - End of Year.... $ 1,577 $ 653 $ 609 $ 137 $ 31 $ 147 ========= =========== ========= ========= ========= =========
The accompanying notes are an integral part of this statement. 3 33 WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP") NOTES TO FINANCIAL STATEMENTS JULY 31, 1993 1. DESCRIPTION OF THE PLAN The Wisconsin Gas Company Employee Stock Ownership Plan (the "Plan") was established to provide eligible employees of Wisconsin Gas Company (the "Company") with increased ownership of common stock of its parent, WICOR, Inc. ("WICOR"). The Wisconsin Gas Company Employees' Savings Plan ("Savings Plan") was amended on November 1, 1991, to incorporate the Plan. For reporting and filing purposes of the Internal Revenue Service and the Department of Labor, the Savings Plan is presented as two plans: 1) a cash or deferred profit sharing plan pursuant to Code Section 401(k) consisting of the Savings Subaccounts and Tax Deferral Subaccounts and 2) the Plan pursuant to Code Sections 409 and 4975, consisting of ESOP Subaccounts containing employer contributions made after November 1, 1991 and any acquisition loans and financed shares. The Plan is a leveraged ESOP that is primarily invested in WICOR stock. Company match contributions for participants in the Savings Plan are made into the Plan. The Plan borrowed $10 million to purchase shares of common stock directly from WICOR. These shares are allocated to eligible employees as the Company matches employee tax-deferred Savings Plan contributions up to 125% of the first 4% of each employee's compensation. The number of allocated shares equals the value of the Company contribution divided by the current price of WICOR common stock. Dividends paid to the Plan that are used to pay principal or interest on the Plan's loan are tax deductible to WICOR. The Plan releases the shares as collateral for the lender as loan payments are made. The Plan then allocates the released shares to participants. Also, once the Company match is determined, payments are made on the ESOP loan using the principal only method (see Note 7). The Plan is administered by the Employee Stock Ownership Plan and Trust Administrator, a committee presently consisting of five Company officers. Company match contributions are made to the Wisconsin Gas Company Employees' Savings Plan Trust (the "Trust"), maintained by CITIBANK, N.A. (the "Trustee"). Information regarding Plan benefits is provided in the Summary Plan Description which has been made available to all eligible Plan participants. 2. ACCOUNTING POLICIES The Company is a wholly-owned subsidiary of WICOR, Inc. Plan financial statements are maintained on the accrual basis of accounting. Investments are stated at current market value. The absorption of administrative expenses of the Plan by the Company and investment in WICOR, Inc. common stock are not considered prohibited transactions by statutory exemptions under the Employee Retirement Income Security Act of 1974 ("ERISA"). The AICPA Audit and Accounting Guide, 'Audit of Employee Benefit Plans' (the "audit guide"), as of May 1, 1992, requires that amounts payable to terminated employees be classified as a component of participants' equity. The Plan's July 31, 1992, liability for benefits to terminated employees has been reclassified in the accompanying financial statements to conform with the accounting treatment required by the audit guide. 3. INVESTMENT PROGRAM Stock equalling the value of the monthly employer match is transferred from the WICOR ESOP Unallocated Fund to the WICOR ESOP Allocated Fund. Participants have the option of selling up to 80% of these newly allocated shares of WICOR stock and diversifying into the other non-WICOR funds included in the Wisconsin Gas Company's Savings Plans. Thus, a portion of Plan equity is included in each of the three non-WICOR stock funds and the loan fund. The following describes the funds available within the Plan: 4 34 WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - Continued A WICOR ESOP Unallocated Fund consisting of WICOR, Inc. common stock. This includes the ESOP's original purchase of 431,266 shares of WICOR, Inc. common stock less the number of shares subsequently transferred to the WICOR ESOP Allocated Fund on a monthly basis. The number of shares transferred equals the monthly Company contribution divided by the month end closing price of WICOR common stock as reported on the New York Stock Exchange plus the quarterly dividend paid on allocated shares divided by the month end closing price per share. A WICOR ESOP Allocated Fund consisting of WICOR, Inc. common stock allocated from the unallocated fund as described above. Participants must maintain at least 20% of Company match contributions within this fund. An Equities Fund consisting of common stock and other forms of equity stocks and investments in common, pooled, diversified or consolidated funds, selected by the Trustee within prescribed limitations. Investment in WICOR, Inc. or its subsidiaries' stock is expressly excluded. A Senior Securities Fund consisting of corporate, municipal or U.S. Government bonds, debentures, notes, certificates and any other similar evidences of indebtedness, excluding any securities issued by WICOR, Inc. or its subsidiaries. A Fixed Income Fund consisting of one or more guaranteed income funding agreements with a designated insurance company or companies. In addition to the investment options described above, the Trustee may at its discretion temporarily invest any part of the amounts allocated to any fund either in short-term investments or in any common, pooled, diversified or consolidated fund within limitations specified in the Trust Agreement. Effective March 1, 1993, the Savings Plan was amended to provide for participant loans from their respective accounts in the Plan. Only the unrestricted Company contributions within the Plan are available for loan purposes. 4. INVESTMENT The Plan is a participant in the Trust along with the Wisconsin Gas Company Local 1 Savings Plan, the Wisconsin Gas Company Local 6-18 Savings Plan and the Wisconsin Gas Company Employee Savings Plan. The Trust investments are stated at fair market value as determined by the Trustee by reference to published market data. Furthermore, the assets of the Plan are commingled and are not segregated in accounts of the Trust. The market value of the assets in the trust as certified by the Trustee are:
July 31, ---------------------- 1993 1992 ---------- ---------- (Thousands of Dollars) Common Stock- WICOR, Inc. $ 29,373 $ 23,687 Common stock fund 14,011 4,745 Corporate debt securities 3,033 8,558 Short-term investments 3,541 2,583 Insurance contracts 13,308 15,556 ---------- ---------- $ 63,266 $ 55,129 ========== ==========
5 35 WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - Continued The Trustee has determined that the percentage of the Plan's assets to the total assets of the Trust are 20.8% and 19.6% for 1993 and 1992, respectively. At July 31, 1993 and 1992, the Trust held 6.0% and 6.1%, respectively, of the total WICOR, Inc, common shares outstanding at that date. 5. ELIGIBILITY, VESTING AND DISTRIBUTIONS To participate in the Plan, a non-union employee must be eligible to participate in the Savings Plan which requires the attainment of 21 years of age and completion of one year of service with the Company. Employer contributions to the Plan occur only when the employee makes tax-deferred contributions to the Savings Plan. An employee may enroll on the first day of the month immediately following the month he or she meets the eligibility requirements or on any subsequent February 1 or August 1. An employee may also transfer from participation in another Wisconsin Gas Company Savings Plan. As of July 31, 1993, the Plan had 650 participants. Each participant's account is fully vested and non-forfeitable. Upon termination of employment from the Company, the participant receives amounts equal to the current market value of the investments purchased through all Company contributions and participant deposits. A terminating participant has the option of deferring the receipt of their deposits and contributions to no later than March 1 of the calendar year following the termination of employment. 6. INCOME TAX STATUS In management's opinion, the Plan currently in effect is qualified under the applicable provisions of Internal Revenue Code of 1986, as amended. Amounts are not taxed to the employee until a distribution from the Plan is received. 7. NOTES PAYABLE The Plan has the following bank notes payable at July 31, 1993 and 1992, respectively;
1993 1992 ---------- ---------- (Thousands of Dollars) Note Payable, 3-year adjustable rate (3.79% and 4.75% at July 31, 1993 and 1992, respectively), principal payable in quarterly installments of $250,000 through October 31, 1994. $ 8,010 $ 9,140 ========== ==========
The note is collateralized by unallocated WICOR stock in the Plan and other Plan assets and is guaranteed by WICOR. 6 36 WISCONSIN GAS COMPANY EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS - Continued Utilizing the principal only method, the Company's cash contribution to the lender is the accrued interest on the loan plus a principal payment, less dividends received on WICOR shares in the Plan. The principal payment equals the number of allocated shares multiplied by the ratio of the loan balance as of the beginning of the Plan year over the number of unallocated shares as of the beginning of the calendar year. In the event of a refinancing, the ESOP Trust Administrator has the option to change to the principal and interest method of repayment. Each payment releases a portion of the unallocated stock held as collateral for the loan for future allocation to the Plan participants. EX-24 2 WGC 11-K EXHIBIT 24 - AUDITOR'S CONSENT 1 Exhibit 24 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 11-K, into the Company's previously filed Registration Statements on Form S-8: Local 6-18 Plan No. 2-93964; Local 1 Plan No. 2-93963; Non-Union Plan No. 2-72454; and ESOP No. 33-43645. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin December 28, 1993 -----END PRIVACY-ENHANCED MESSAGE-----