<PAGE>
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
................................................................................
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
46,371 customers in Arkansas and 15,404 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 1999:
a. Distributed 10,480,463 Mcf at 14.73 psig of natural gas at
retail in the state of Arkansas, generating gross revenues of
$41,716,155.
b. Distributed 1,881,524 Mcf at 14.73 psig of natural gas at
retail in the state of Oklahoma, generating gross revenues of
$9,683,877.
c. Did not make any sales for resale.
<PAGE>
d. Purchased 6,930,769 Mcf at 14.73 psig of natural gas in
Arkansas at a cost of $22,265,949.
e. Purchased 2,491,880 Mcf at 14.73 psig of natural gas in
Oklahoma at a cost of $6,117,235.
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 1999.
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 28th day of February, 2000.
A.O.G. CORPORATION
By: /s/ Robert J. Mulson, Jr.
------------------------------------------
Robert J. Mulson, Jr.
Vice President
CORPORATE SEAL
Attest:
/s/ Michael J. Callan
- ------------------------
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
<PAGE>
EXHIBIT A
Page 1 of 2
A. O. G. CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
December 31, 1999
(Dollars in Thousands)
ASSETS
<TABLE>
<CAPTION>
<S> <C>
Property, plant and equipment, at cost $110,547
Less accumulated provisions for depreciation 43,085
Net property, plant and equipment 67,462
Investments at cost 1,325
Current assets:
Cash and cash equivalents 3,909
Temporary investments 0
Notes and accounts receivable, net 10,634
Exchange gas receivable 873
Underground storage gas 0
Inventory of materials and supplies 1,518
Prepaid expenses 1,420
Other 0
Due from Parent Corporation 0
Total current assets 18,354
Other noncurrent assets:
Deferred Expenses 144
TOTAL ASSETS 87,285
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock $ 273
Additional paid-in capital 140
Retained earnings 38,620
Total 39,032
Long term debt 25,039
Total capitalization 64,071
Current Liabilities:
Current portion of long-term debt 0
Notes payable 4,344
Accounts payable 4,606
Customers' deposits 1,156
Accrued liabilities- 0
Taxes other than income 1,268
Due to Parent Corporation 0
Other 963
Due to Subsidiary 0
Total current liabilities 12,338
Other noncurrent liabilities:
Customer advances for construction 341
Deferred income taxes 9,489
Deferred investment tax credit 1,046
TOTAL CAPITALIZATION AND LIABILITIES 87,285
</TABLE>
<PAGE>
EXHIBIT A
Page 2 of 2
A. O. G. CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
AND RETAINED EARNINGS
For Year Ended December 31, 1999
(Dollars in Thousands)
<TABLE>
<CAPTION>
<S> <C>
Operating income:
Sales $48,667
Other 1,168
49,835
Operating expenses:
Gas purchased 31,741
Operating, general and administrative 10,955
Maintenance 1,110
Depreciation and amortization 3,473
Taxes other than income taxes 1,472
Income taxes -372
48,379
Operating Income 1,456
Interest expense 1,998
Utility Income -542
Other income (expense):
Nonutility operating revenues 610
Nonutility operating and maintenance expense -132
Dividends and interest income 288
Other -467
Nonutility income 299
Net Income -243
Retained earnings, December 31, 1998 40,363
Dividends paid -1,500
Retained earnings, December 31, 1999 38,620
</TABLE>
<PAGE>
EXHIBIT B
A. O. G. CORPORATION AND SUBSIDIARY
(Dollars in Thousands)
<TABLE>
<CAPTION>
ITEM NO.
<S> <C> <C>
1 Total Assets at December 31, 1999 $87,285
2 Total Operating Revenues for year ended December 31, 1999 $49,835
3 Net Income for year ended December 31, 1999 -$243
</TABLE>
