-----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, Qm8mwqxjgTT2++wItRz0dcATEJgJqd4TB/JUJo5Ent17UYk/+o9n/rfNzwZhGHRs vBBgSlmtyea72Zrk7nmXUQ== 0000314890-99-000001.txt : 19990301 0000314890-99-000001.hdr.sgml : 19990301 ACCESSION NUMBER: 0000314890-99-000001 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990226 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: 99552138 BUSINESS ADDRESS: STREET 1: 626 E WISCONSIN AVE STREET 2: PO BOX 334 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 12/31/98 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 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, 1998, Wisconsin Gas distributed gas to 529,000 customers in 524 communities in Wisconsin, where all of its business is conducted. Wisconsin Gas is subject to the jurisdiction of the Public Service Commission of Wisconsin ("PSCW") 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 four plants in the United States, two in Italy, and one each in Australia, China, India, Germany, Mexico, and New Zealand. Sta-Rite has 19 distribution/sales locations worldwide. 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, 1998, Wisconsin Gas' distribution systems included approximately 9,100 miles of mains, 448,000 services and 532,000 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, 1998, 68,575 Mdth of natural gas were sold at retail and 46,017 Mdth were transported by Wisconsin Gas. (One dekatherm (dth) equals 1,000,000 Btu's. "Mdth" means one thousand dekatherms, or one billion Btu's.) All gas sold and transported was produced outside the state of Wisconsin and was delivered in Wisconsin. Under PSCW ratemaking policies, Wisconsin Gas gas sales revenues recover the cost of gas purchased dollar- for-dollar. 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, 1998, 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, 1998, 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. All gas consumed in the state of Wisconsin is produced outside Wisconsin. Consequently, for the calendar year ended December 31, 1998, Wisconsin Gas purchased the 68,575 Mdth of gas it sold at retail outside Wisconsin or at the state line. Wisconsin Gas purchased gas produced in three major gas producing areas of North America: the Oklahoma and Texas basins, the Gulf of Mexico, and western Canada. Prices paid fluctuated significantly based on season, weather conditions and other factors. 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. 5 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, 1998 - Consolidating Statement of Retained Earnings, Year Ended December 31, 1998 - Consolidating Balance Sheet, December 31, 1998 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 26th day of February, 1999. WICOR, Inc. By /s/ Joseph P. Wenzler --------------------------- Senior Vice President and Chief Financial Officer ATTEST: [CORPORATE SEAL] /s/ 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. 1998 CONSOLIDATING SCHEDULES 1 EXHIBIT 1 WICOR, Inc. and Subsidiaries Consolidating Statement of Income Year Ended December 31, 1998
(Thousands of Dollars) WICOR Wisconsin Energy WICOR Eliminations WICOR, Gas Services FieldTech, Industries, and Inc. Company Company Inc. Inc. Reclassifications Consolidated ----------- ----------- ----------- ---------- ----------- ----------------- ------------- Revenues: Operating revenues $ - $ 428,562 $ 44,093 $ 8,834 $ 462,694 $ - $ 944,183 Equity in earnings of subsidiary companies 45,344 - - - - (45,344) - ----------- ----------- ----------- ---------- ----------- ----------------- ------------- 45,344 428,562 44,093 8,834 462,694 (45,344) 944,183 Costs and Expenses: ----------- ----------- ----------- ---------- ----------- ----------------- ------------- Cost of gas sold - 252,181 43,420 - - - 295,601 Manufacturing cost of sales - - - - 329,248 - 329,248 Operating and maintenance 1,770 87,571 1,372 9,346 90,615 - 190,674 Depreciation and amortization - 33,568 47 59 1,364 - 35,038 Taxes, other than income taxes - 9,038 - - 1 - 9,039 ----------- ----------- ----------- ---------- ----------- ----------------- ------------- 1,770 382,358 44,839 9,405 421,228 - 859,600 ----------- ----------- ----------- ---------- ----------- ----------------- ------------- Operating Income 43,574 46,204 (746) (571) 41,466 (45,344) 84,583 ----------- ----------- ----------- ---------- ----------- ----------------- ------------- Interest Expense (25) (12,448) (309) (147) (4,422) 605 (16,746) Other Income and Expense 1,861 2,125 26 (25) 324 (605) 3,706 ----------- ----------- ----------- ---------- ----------- ----------------- ------------- 1,836 (10,323) (283) (172) (4,098) - (13,040) ----------- ----------- ----------- ---------- ----------- ----------------- ------------- Income Before Income Taxes 45,410 35,881 (1,029) (743) 37,368 (45,344) 71,543 Income Taxes (85) 13,213 (359) (250) 13,529 - 26,048 ----------- ----------- ----------- ---------- ----------- ----------------- ------------- Net Income $ 45,495 $ 22,668 $ (670) $ (493) $ 23,839 $ (45,344) $ 45,495 =========== =========== =========== ========== =========== ================= =============
2 WICOR, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1998 [CAPTION] WICOR Wisconsin Energy WICOR Elim. WICOR, Gas Services FieldTech, Industries and Assets (Thousands of Dollars) Inc. Company Company Inc. Inc. Reclass. Consolidated - -------------------------------------- ---------- ----------- ---------- ---------- ---------- ----------- ------------ Current Assets: Cash and cash equivalents $ 63 $ 6,690 $ 261 $ (187) $ 6,556 $ - $ 13,383 Accounts receivable, less allowance for doubtful accounts of $15,364* - 39,580 706 3,898 93,137 - 137,321 Accounts receivable - intercompany 12,973 1,443 - - - (14,416) - Accrued utility revenues - 42,524 4,959 - - - 47,483 Gas in storage - 36,751 168 - - - 36,919 Manufacturing inventories - - - - 86,312 - 86,312 Deferred income taxes - 12,579 - - 4,616 - 17,195 Prepayments and other 22 9,400 1,835 56 4,229 - 15,542 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 13,058 148,967 7,929 3,767 194,850 (14,416) 354,155 ---------- ----------- ---------- ---------- ---------- ----------- ------------ Investments - Associated Companies 400,267 - - - - (400,267) - ---------- ----------- ---------- ---------- ---------- ----------- ------------ Property, Plant and Equipment, at cost - 828,748 191 347 153,381 - 982,667 Less - Accumulated Depreciation - 448,270 144 129 86,459 - 535,002 ---------- ----------- ---------- ---------- ---------- ----------- ------------ - 380,478 47 218 66,922 - 447,665 ---------- ----------- ---------- ---------- ---------- ----------- ------------ Deferred Charges and Other: Regulatory assets - 59,319 - - - - 59,319 Deferred income taxes - - - - - - - Prepaid pensions - 42,396 - - 7,615 - 50,011 Systems development costs - 12,901 - - - - 12,901 Goodwill - - - - 67,552 - 67,552 Other 1,096 8,434 473 1,109 12,481 - 23,593 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 1,096 123,050 473 1,109 87,648 - 213,376 ---------- ----------- ---------- ---------- ---------- ----------- ------------ $ 414,421 $ 652,495 $ 8,449 $ 5,094 $ 349,420 $ (414,683) $ 1,015,196 ========== =========== ========== ========== ========== =========== ============
* Refers to consolidated information. 3 WICOR, Inc. and Subsidiaries Consolidating Balance Sheet December 31, 1998 [CAPTION] WICOR Wisconsin Energy WICOR Elim. (Thousands of Dollars) WICOR, Gas Services FieldTech, Industries and Liabilities and Capitalization Inc. Company Company Inc. Inc. Reclass. Consolidated - ------------------------------------- ---------- ----------- ---------- ---------- ---------- ----------- ------------ Current Liabilities: Accounts payable $ - $ 36,844 $ 4,797 $ 238 $ 28,121 $ - $ 70,000 Refundable gas costs - 18,570 - - - - 18,570 Accounts payable - intercompany 1,442 1,003 5,185 5,261 1,525 (14,416) - Short-term borrowings - 65,000 - - 42,653 - 107,653 Current portion of long-term debt - 2,000 - - 1,528 - 3,528 Accrued payroll and benefits - 9,064 - - 11,426 - 20,490 Accrued taxes 877 1,675 - (500) 5,833 - 7,885 Other 314 2,407 75 - 13,728 2 16,526 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 2,633 136,563 10,057 4,999 104,814 (14,414) 244,652 Deferred Credits: ---------- ----------- ---------- ---------- ---------- ----------- ------------ Regulatory liabilities - 32,153 - - - - 32,153 Deferred income taxes (142) 40,375 (106) (56) 8,994 - 49,065 Unamortized investment tax credit - 6,357 - - - - 6,357 Environmental remediation costs - 7,922 - - 3,293 - 11,215 Postretirement benefit obligation - 44,741 - - 15,886 - 60,627 Other 1,248 12,199 95 14 5,659 2 19,217 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 1,106 143,747 (11) (42) 33,832 2 178,634 Capitalization: ---------- ----------- ---------- ---------- ---------- ----------- ------------ Long-term debt 2,807 158,839 - - 26,824 - 188,470 Redeemable preferred stock - - - - - - - Common equity: Common stock 37,359 9 - 600 1 (610) 37,359 Other paid-in capital 216,821 120,888 100 - 161,951 (282,939) 216,821 Retained earnings 160,937 94,673 (1,662) (463) 27,430 (119,978) 160,937 Unearned compensation (3,772) - - - - - (3,772) Accum. other comprehensive income (3,470) (2,224) (35) - (5,432) 3,256 (7,905) ---------- ----------- ---------- ---------- ---------- ----------- ------------ Shareholder equity 407,875 213,346 (1,597) 137 183,950 (400,271) 403,440 ---------- ----------- ---------- ---------- ---------- ----------- ------------ 410,682 372,185 (1,597) 137 210,774 (400,271) 591,910 ---------- ----------- ---------- ---------- ---------- ----------- ------------ $ 414,421 $ 652,495 $ 8,449 $ 5,094 $ 349,420 $ (414,683) $ 1,015,196 ========== =========== ========== ========== ========== =========== ============ 4 WICOR, Inc. and Subsidiaries Consolidating Statement of Retained Earnings December 31, 1998 (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 $ 147,903 $ 96,005 $ (992) $ 30 $ 11,591 $(106,634) $ 147,903 Net income 45,495 22,668 (670) (493) 23,839 (45,344) 45,495 ----------- ----------- ---------- --------- ---------- ---------- ------------- 193,398 118,673 (1,662) (463) 35,430 (151,978) 193,398 Deduct: Common stock dividends, $0.87 per share* 32,461 24,000 - - 8,000 (32,000) 32,461 ----------- ----------- ---------- --------- ---------- ---------- ------------- 32,461 24,000 - - 8,000 (32,000) 32,461 ----------- ----------- ---------- --------- ---------- ---------- ------------- Balance - End of Year $ 160,937 $ 94,673 $ (1,662) $ (463) $ 27,430 $(119,978) $ 160,937 =========== =========== ========== ========= ========== ========== =============
* Refers to consolidated information which reflects a two-for-one stock-split effective in May 1998. EX-27 3 FINANCIAL DATA SCHEDULE
OPUR3 1,000 YEAR DEC-31-1998 DEC-31-1998 PER-BOOK 1,015,196 944,183 45,495
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