-----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, A12GbAoUkEAe8+5UH4bw8Vh4/W6l4gK57vkjy0efEietoXVkfc0lwcN2ugMbC4CT DZFHjcxOEnrud7w8CJtG0w== 0000314890-97-000001.txt : 19970303 0000314890-97-000001.hdr.sgml : 19970303 ACCESSION NUMBER: 0000314890-97-000001 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970228 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: 1935 Act SEC FILE NUMBER: 069-00255 FILM NUMBER: 97546280 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 12/31/96 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 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, 1996, Wisconsin Gas distributed gas to 513,000 customers in 514 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 3 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 that 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, two in Italy, and one each in 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 England. 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. 4 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, 1996, Wisconsin Gas' distribution systems included approximately 8,500 miles of mains, 427,000 services and 516,000 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, 1996, 135,528 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, 1996, 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. 5 (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. For the calendar year ended December 31, 1996, 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, 1996, Wisconsin Gas purchased 108,000 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. 6 (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, 1996 - - Consolidating Statement of Retained Earnings, Year Ended December 31, 1996 - - Consolidating Balance Sheet, December 31, 1996 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. 7 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, 1997. WICOR, Inc. By /s/ JOSEPH P. WENZLER ----------------------------- Joseph P. Wenzler Vice President, Treasurer and Chief Financial Officer ATTEST: [CORPORATE SEAL] /S/ ROBERT A. NUERNBERG - ------------------------------ 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 1996 CONSOLIDATING FINANCIAL STATEMENTS 1 WICOR, Inc. and Subsidiaries Consolidating Statement of Income Year Ended December 31, 1996 (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 $ - $ 573,596 $ 28,801 $ 288 $ 409,916 $ - $ 1,012,601 Equity in earnings of subsidiary companies 47,067 - - - - (47,067) - ----------- ----------- ---------- --------- ---------- ---------- ------------- 47,067 573,596 28,801 288 409,916 (47,067) 1,012,601 ----------- ----------- ---------- --------- ---------- ---------- ------------- Costs and Expenses: Cost of gas sold - 365,398 28,283 - - - 393,681 Manufacturing cost of sales - - - - 297,053 - 297,053 Operating and maintenance 759 101,153 651 532 84,462 - 187,557 Depreciation and amortization 100 32,848 43 - 1,364 - 34,355 Taxes, other than income taxes 9 9,230 - - 5 - 9,244 ----------- ----------- ---------- --------- ---------- ---------- ------------- 868 508,629 28,977 532 382,884 - 921,890 ----------- ----------- ---------- --------- ---------- ---------- ------------- Operating Income 46,199 64,967 (176) (244) 27,032 (47,067) 90,711 ----------- ----------- ---------- --------- ---------- ---------- ------------- Interest Expense (62) (12,934) - - (5,820) 467 (18,349) Other Income and Expense 722 662 85 - 112 (467) 1,114 ----------- ----------- ---------- --------- ---------- ---------- ------------- 660 (12,272) 85 - (5,708) - (17,235) ----------- ----------- ---------- --------- ---------- ---------- ------------- Income Before Income Taxes 46,859 52,695 (91) (244) 21,324 (47,067) 73,476 Income Taxes 88 20,335 (38) (78) 6,398 - 26,705 ----------- ----------- ---------- --------- ---------- ---------- ------------- Net Income $ 46,771 $ 32,360 $ (53) $ (166) $ 14,926 $ (47,067) $ 46,771 =========== =========== ========== ========= ========== ========== =============
2 WICOR, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996
WICOR Wisconsin Energy WICOR Elim. WICOR, Gas Services FieldTech, Industries and (Thousands of Dollars) Inc. Company Company Inc. Inc. Reclass. Consolidated Assets ---------- ----------- ---------- ---------- ---------- ----------- ------------ Current Assets: Cash and cash equivalents $ 1,458 $ 8,960 $ 3,507 $ 105 $ 4,754 $ - $ 18,784 Accounts receivable, less allowance for doubtful accounts of $14,429* 21 73,540 989 638 74,888 - 150,076 Accounts receivable - intercompany 13,338 1,026 - - 300 (14,664) - Accrued utility revenues - 54,382 5,412 - - - 59,794 Gas in storage - 32,684 779 - - - 33,463 Manufacturing inventories - - - - 72,316 - 72,316 Deferred income taxes - 17,879 - - 3,827 - 21,706 Prepayments and other 30 11,177 185 25 5,149 - 16,566 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 14,847 199,648 10,872 768 161,234 (14,664) 372,705 ---------- ----------- ---------- ---------- ---------- ----------- ------------ Investments - Associated Companies 360,047 - - - - (360,047) - ---------- ----------- ---------- ---------- ---------- ----------- ------------ Property, Plant and Equipment, at cost - 786,486 157 - 132,342 - 918,985 Less - Accumulated Depreciation - 409,151 52 - 68,374 - 477,577 ---------- ----------- ---------- ---------- ---------- ----------- ------------ - 377,335 105 - 63,968 - 441,408 Deferred Charges and Other ---------- ----------- ---------- ---------- ---------- ----------- ------------ Regulatory assets - 101,808 - - - - 101,808 Deferred income taxes - - - - - - - Prepaid pensions - 30,112 - - 6,757 - 36,869 Systems development costs - 23,052 - - - - 23,052 Goodwill - - - - 61,366 - 61,366 Other 1,426 7,372 23 - 11,623 - 20,444 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 1,426 162,344 23 - 79,746 - 243,539 ---------- ----------- ---------- ---------- ---------- ----------- ------------ $ 376,320 $ 739,327 $ 11,000 $ 768 $ 304,948 $ (374,711) $ 1,057,652 ========== =========== ========== ========== ========== =========== ============ * Refers to consolidated information.
3 WICOR, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1996
WICOR Wisconsin Energy WICOR Elim WICOR, Gas Services FieldTech, Industries and (Thousands of Dollars) Inc. Company Company Inc. Inc. Reclass. Consolidated Liabilities and Capitalization ---------- ----------- ---------- ---------- ---------- ----------- ------------ Current Liabilities: Accounts payable $ - $ 64,548 $ 10,543 $ - $ 23,860 $ - $ 98,951 Refundable gas costs - 31,545 - - - - 31,545 Accounts payable - intercompany 1,326 950 855 356 11,177 (14,664) - Short-term borrowings - 65,500 - - 49,310 - 114,810 Current portion of long-term debt - 2,000 - - 2,061 - 4,061 Accrued payroll and benefits - 8,116 - - 9,130 - 17,246 Accrued taxes 511 712 - (24) 61 - 1,260 Other 650 4,334 1 2 16,480 (3) 21,464 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 2,487 177,705 11,399 334 112,079 (14,667) 289,337 Deferred Credits: ---------- ----------- ---------- ---------- ---------- ----------- ------------ Regulatory liabilities - 61,749 - - - - 61,749 Deferred income taxes (186) 35,569 (70) - 4,355 - 39,668 Unamortized investment tax credit - 7,265 - - - - 7,265 Environmental remediation costs - 36,222 - - - - 36,222 Gas transition costs - 174 - - - - 174 Postretirement benefit obligation - 51,359 - - 15,032 - 66,391 Other 1,160 9,057 - - 9,008 - 19,225 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 974 201,395 (70) - 28,395 - 230,694 ---------- ----------- ---------- ---------- ---------- ----------- ------------ Long-term debt 4,407 152,453 - - 12,309 - 169,169 Redeemable preferred stock - - - - - - - Common stock 18,407 9 - 600 1 (610) 18,407 Other paid-in capital 224,041 119,095 100 - 151,304 (270,499) 224,041 Retained earnings 129,777 88,670 (429) (166) (489) (87,586) 129,777 Cumulative translation adjustment 1,349 - - - 1,349 (1,349) 1,349 Unearned compensation (5,122) - - - - - (5,122) ---------- ----------- ---------- ---------- ---------- ----------- ------------ $ 376,320 $ 739,327 $ 11,000 $ 768 $ 304,948 $(374,711) $ 1,057,652 ========== =========== ========== ========== ========== =========== ============
4 WICOR, Inc. and Subsidiaries Consolidating Statement of Retained Earnings December 31, 1996 (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 $ 113,491 $ 76,310 $ (376) $ - $ - $ (75,934) $ 113,491 Net income 46,771 32,360 (53) (166) (489) (31,652) 46,771 ----------- ----------- ---------- --------- ---------- ---------- ------------- 160,262 108,670 (429) (166) (489) (107,586) 160,262 Deduct: Common stock dividends, $1.66 per share* 30,485 20,000 - - - (20,000) 30,485 ----------- ----------- ---------- --------- ---------- ---------- ------------- 30,485 20,000 - - - (20,000) 30,485 ----------- ----------- ---------- --------- ---------- ---------- ------------- Balance - End of Year $ 129,777 $ 88,670 $ (429) $ (166) $ (489) $ (87,586) $ 129,777 =========== =========== ========== ========= ========== ========== ============= * Refers to consolidated information. (1) Prior to the formation of WICOR Industries, Inc. on December 1, 1996, Sta-Rite, SHURflo and WICOR FSC, Inc. paid dividends totaling $8,044,000 to WICOR, Inc.
EX-27 3 FINANCIAL DATA SCHEDULE - OPUR3
OPUR3 1,000 YEAR DEC-31-1996 DEC-31-1996 PER-BOOK 1,057,652 1,012,601 46,771
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