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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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
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A.O.G. CORPORATION
hereby files with the Securities Exchange Commission, pursuant to Rule 2, its
statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. A.O.G. Corporation is a corporation organized in the state of Arkansas.
A.O.G. Corporation has its principal place of business at 111 Center
Street, Little Rock Arkansas 72201. A.O.G. Corporation is a holding company
which owns one subsidiary, Arkansas Oklahoma Gas Corporation, a public
utility conducting business in the states of Arkansas and Oklahoma with its
principal place of business at 115 North 12th Street, Fort Smith, Arkansas
72901.
2. A.O.G. Corporation's public utility subsidiary, Arkansas Oklahoma Gas
Corporation, provides natural gas distribution service to approximately
46,877 customers in Arkansas and 15,746 in Oklahoma, and also transports
natural gas pursuant to Federal Energy Regulatory Commission approval. All
sources of natural gas, primarily wellhead gas, are located in the states
of Arkansas and Oklahoma. All transmission lines, producing fields and gas
distribution facilities are located in the states of Arkansas and Oklahoma.
A.O.G. Corporation nor its subsidiary own or operate any generating plants
or gas manufacturing plants.
3. A.O.G. Corporation's public utility subsidiary, Arkansas Oklahoma Gas
Corporation, operated as follows in calendar year 1998:
a. Distributed 10,869,865 Mcf at 14.73 psig of natural gas at retail in
the state of Arkansas.
b. Distributed 2,006,206 Mcf at 14.73 psig of natural gas at retail in
the state of Oklahoma.
c. Did not make any sales for resale.
d. Purchased 8,319,578 Mcf at 14.65 psig of natural gas in Arkansas.
e. Purchased 1,827,548 Mcf at 14.65 psig of natural gas in Oklahoma.
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4. A.O.G. Corporation does not hold any interest in an exempt wholesale
generator (EWG) or a foreign utility company.
Attached hereto and made a part hereof as Exhibit "A" is a
consolidating statement of income and surplus and a consolidating balance sheet
of the Claimant, A.O.G. Corporation and its public utility subsidiary, Arkansas
Oklahoma Gas Corporation for 1998.
Attached hereto and made a part hereof as Exhibit "B" is a financial
data schedule reflecting total assets, total operating revenues and net income
that are applicable to the registrant on a consolidated basis.
The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 26 day of February, 1999.
A.O.G. CORPORATION
By: /s/Robert J. Mulson, Jr.
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Robert J. Mulson, Jr.
Sr. Vice President
CORPORATE SEAL
Attest:
/s/Michael J. Callan
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Michael J. Callan
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Michael J. Callan - Vice President, Legal
Arkansas Oklahoma Gas Corporation
P. O. Box 17004
Fort Smith, AR 72917
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Exhibit A
Page 1 of 2
A. O. G. CORPORATON AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET (Unaudited)
December 31, 1998
(DOLLARS IN THOUSANDS)
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ASSETS
Property, plant and equipment, at cost 106,064
less depreciation 40,374
Net property, plant and equipment 65,690
Investments at Cost 1,385
Current assets:
Cash and cash equivalents 2,754
Temporary investments 0
Notes and accounts receivable, net 13,694
Transportation gas receivable 809
Underground storage gas 2,027
Inventory of materials and supplies 1,517
Prepaid expenses 1,108
Due from Parent 0
Other 111
Total Current Assets 22,020
Other noncurrent assets:
Deferred Expenses 79
Total Assets 89,174
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock 423
Additional paid-in-capital 140
Retained earnings 40,091
Total 40,654
Long term debt 25,000
Total capitalization 65,654
Current Liabilities:
Current portion of long-term debt 4,903
Accounts payable 4,714
Customers' deposits 1,124
Accrued liabilities: 0
Taxes other than income 743
Income Taxes Due 0
Other 1,227
Total current liabilities 12,711
Other noncurrent liabilities:
Customers advances for construction 166
Deferred income taxes 9,533
Deferred investment tax credits 1,110
Total Capitalization and Liabilities 89,174
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Exhibit A
Page 2 of 2
A. O. G. CORPORATON AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME AND
RETAINED EARNINGS (Unaudited)
December 31, 1998
(DOLLARS IN THOUSANDS)
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Operating Income
Sales 52,345
Other 1,452
53,797
Operating Expenses
Gas purchased 30,453
Operating, general and administrative 10,803
Maintenance 1,344
Depreciation 3,378
Taxes other than income taxes 1,404
Income Taxes 1,819
49,201
Operating Income 4,596
Interest Expense 1,847
Utility Income 2,749
Other income (expense)
Nonutility operating revenues 490
Nonnutility operating and maintenance expense (127)
Dividends and interest income 226
Other (93)
Nonutility Income 496
Net Income 3,245
Retained earnings, December 31, 1997 38,196
Dividends paid 1,350
Retained earnings, December 31, 1998 40,091
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Exhibit B
A. O. G. CORPORATON AND SUBSIDIARY
(DOLLARS IN THOUSANDS)
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ITEM NO.
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1 Total Assets at December 31, 1998 $89,174
2 Total Operating Revenues for year ended December 31,1998 $53,797
3 Net Income for year ended December 31, 1998 $ 3,245
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