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Previous: WAUSAU MOSINEE PAPER MILLS CORP, 8-A12B, 1998-03-04 |
Next: DAVIS SERIES INC, NSAR-B, 1998-03-04 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-3A-2 File No. 61-193
Statement by Holding Company Claiming Exemption Under Rule U-
3A-2 from the Provisions of the Public Utility Holding Company
Act of 1935.
WILLIAMS ASSOCIATES, INC.
and
SOUTHWESTERN VIRGINIA ENERGY INDUSTRIES, LTD.
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 of 1935, 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.
WILLIAMS ASSOCIATES, INC.
A corporation organized under the laws of the
Commonwealth of Virginia, effective July 5, 1967. The
corporation is a Public Utility Holding Company under
Section 3-a-1. All of its business is carried on in
the Commonwealth of Virginia. (The company changed its
name from Williams Associates, Inc. to C. T. WILLIAMS &
CO., Inc. On July 31, 1997.)
C. T. WILLIAMS AND COMPANY, INC.
A wholly owned subsidiary corporation of Williams
Associates, Inc., organized under the laws of Maryland.
It is engaged in the investment business. All of its
business is carried on in the State of Maryland. The
corporation was merged into the parent Williams
Associates, Inc. at close of business 6/30/97.
SOUTHWESTERN VIRGINIA ENERGY INDUSTRIES, LTD.
A 81.37% owned subsidiary corporation of Williams
Associates, Inc., organized under the laws of the
Commonwealth of Virginia. The corporation changed its
name on June 30, 1977 from Southwestern Virginia Gas
Service corporation to Southwestern Virginia Energy
Industries, Ltd. The corporation is a Public Utility
Holding Company under Section 3-a-1. All of its
business is carried on in the Commonwealth of Virginia.
Page 2 of 7
SOUTHWESTERN VIRGINIA GAS SERVICE CORPORATION
A wholly owned subsidiary corporation of Southwestern
Virginia Energy Industries, Ltd., organized June 30,
1977 as Phoenix Energy, Inc. under the laws of the
Commonwealth of Virginia. The corporation changed its
name from Phoenix Energy, Inc. to Southwestern Virginia
Gas Service Corporation June 30, 1977. It is engaged
primarily in the sale of propane (bottled gas). All of
its business is carried on in the Commonwealth of
Virginia.
MIDWAY BOTTLED GAS COMPANY, INC.
A wholly owned subsidiary corporation of Southwestern
Virginia Energy Industries, Ltd., organized under the
laws of the Commonwealth of Virginia. It is engaged
primarily in the sale of propane (bottled gas). The
majority of its businss is carried on in the
Commonwealth of Virginia, with a small amount of sales
in North Carolina.
SOUTHWESTERN VIRGINIA GAS COMPANY
A 99.16% owned subsidiary corporation of Southwestern
Virginia Energy Industries, Ltd., organized under the
laws of the Commonwealth of Virginia. It is a Public
Utility company subject to the jurisdiction of the
State Corporation Commission of Virginia, doing
business exclusively in Virginia.
BATT'S NECK PROPERTIES, INC.
A wholly owned subsidiary corporation of Southwestern
Virginia Energy Industries, Ltd., organized under the
laws of the Commonwealth of Virginia. The corporation
is engaged in apartment rentals. All of the business
is carried on in the Commonwealth of Virginia.
2. A brief description of the properties of the 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 lines, producing fields, gas
manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside of
the State in which the Claimant and its subsidiaries are
organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such state:
Page 3 of 7
WILLIAMS ASSOCIATES, INC.
Williams Associates, Inc. is a Public Utility Holding
Company, which was organized under the laws of the
Commonwealth of Virginia, Its business is to own
40,404 shares (81.37%) of the common stock of
Southwestern Virginia Energy Industries, Ltd., and
various other investments.
SOUTHWESTERN VIRGINIA ENERGY INDUSTRIES, LTD.
Southwestern Virginia Energy Industries, Ltd., is a
public utility holding company. Its business is to own
159,695 shares (99.16%) of Southwestern Virginia Gas
Company common stock, a public utility company; 5,000
shares of Southwestern Virginia Gas Company Preferred
stock; 200 shares (100%) of Southwestern Virginia Gas
Service Corporation common stock; 500 shares (100%) of
Midway Bottled Gas Inc. common stock; 2,850 shares
(100%) of Batt's Neck Properties, Inc. common stock;
and other investments.
SOUTHWESTERN VIRGINIA GAS COMPANY (A Public Utility Co.)
This company is engaged in the purchase, transmission,
distribution and sale of natural gas to the public in
the City of Martinsville, Henry County, and a small
portion of Pittsylvania County, Virginia. The company
purchases its natural gas requirements from
Transcontinental Gas Pipe Line Corporation (TRANSCO)
and AMOCO at various points on Transco's system. Such
gas is transmitted from the point of connection to
Transco's Pipe Line to the City of Martinsville and
Henry County through a 4" pipeline and an 8" pipeline
owned and operated by the Company. The Company then
distributes the gas to end users through mains and
services owned and operated by the Company in the City
of Martinsville, Counties of Henry and Pittsylvania,
Virginia.
Page 4 of 7
3. The following information for the last calendar year
with respect to the 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:
No electric energy was sold and 684,259
natural gas was sold and 439,436 Mcf of natural
gas was transported by the subsidiary public
utility, Southwestern Virginia Gas Company.
(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:
NONE
(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:
NONE
(d) Number of Kwh. of
electric energy and Mcf. of natural
or manufactured gas purchased
outside of State in which each such
company is organized, or at the
State line.
677,026 Mcf.
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 United States dollars:
(a) Name, location, business address and description
of the facilities used by the EWG or foreign utility
company for the generation, transmission and
distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
NONE
Page 5 of 7
(b) Name of each system company that holds
an interest in such EWG or foreign utility
company; and description of interest held.
NONE
(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.
NONE
(e) Identify any service, sales 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
agreements(s).
NONE
EXHIBIT A
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.
SCHEDULES 1 AND 2
Attached Hereto
Page 6 of 7
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on this 10th
day of February, 1998.
C. T. WILLIAMS & CO., INC.
s/C.T. Williams, III
________________________
C. T. Williams, III
President
(CORPORATE SEAL)
ATTEST:
s/David McI. Williams
__________________________
SOUTHWESTERN VIRGINIA ENERGY IND.,LTD.
s/Ralph J. Pruitt
____________________________
Ralph J. Pruitt
Vice President-Finance & Treas.
(CORPORATE SEAL)
ATTEST:
David McI. Williams
_________________________
Page 7 of 7
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
Ralph J. Pruitt
Vice President of Finance & Treasurer
Southwestern Virginia Energy Ind., Ltd.
208 Lester Street
Martinsville, Virginia 24112
C. T. Williams, III
President
C. T. WILLIAMS & CO., INC.
9690 Deereco Road
Suite 130
Timonium, Maryland 21093
EXHIBIT B
Item No. Caption Heading Amount
1 Total Assets = $10,879,093
2 Total Operating Revenues = 6,349,423
3 Net Income = 327,599
EXHIBIT C
There are no EWG or foreign utility
companies in the holding company system.
<TABLE>
<CAPTION>
WMS ASSOC., INC. & SUBS. S.WEST. MIDWAY S.WEST. BATT'S WMS CT WMS S.WEST.
CONSOLID. BAL SHEET VA ENGY. BOTTLED VA. GAS NECK ASSC. & CO. VIRGINIA
6/30/97 UNAUDITED IND, LTD GAS CO. SERVICE PROP. INC. INC. GAS CO. ELIM. TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash 391894 253569 120030 43744 51055 30157 1077583 1968032
Accounts Receivable 48756 36871 -1728 341645 425543
Accounts Rec. - Other 34464 450 34914
Accts Rec. - Affiliates 0
Inventories 77596 40243 323447 441286
Funds 234028 212161 446189
Prepayments 37897 34721 4806 71776 149200
Total Current Assets 426359 418268 231866 46821 285083 242318 1814450 0 3465165
Investments at Cost
Various Investments 121094 37673 58487 217254
S.W. Va. Energy Ind Ltd 11987 -11987 0
S.W. Va. Gas Co. Com. 447005 -447005 0
S.W. Va. Gas Co. Prefer. 39120 -39120 0
Midway Bot'ld Gas Co Inc 379187 -379187 0
S.W. Va. Gas Serv. Corp. 159607 -159607 0
C. T. Williams Co., Inc. 275135 -275135 0
Batt's Neck Prop., Inc. 285000 -285000 0
Total Investments 1431013 0 0 0 324795 58487 0 -1597041 217254
Prop., Plant and Equip. 291736 807958 533802 1325434 5931 8286403 11251263
Less: Accumulated Deprc. -21945 -538230 -297439 -160479 -5931 -3256252 -4280276
Net Prop, Plant & Equip 269792 269728 236363 1164954 0 0 5030151 0 6970987
Other Assets
Notes Rec. - Affiliates 146963 0 0 -146963 0
Goodwill 114578 39908 -551874 -397388
Other 38750 535917 48408 623076
Total Other Assets 146963 153329 39908 0 0 535917 48408 -698838 225687
Total Assets 2274127 841324 508137 1211776 609878 836722 6893009 -2295879 10879093
<CAPTION>
WMS ASSOC., INC. & SUBS. S.WEST. MIDWAY S.WEST. BATT'S WMS CT WMS S.WEST.
CONSOLID. BAL SHEET VA ENGY. BOTTLED VA. GAS NECK ASSC. & CO. VIRGINIA
6/30/97 UNAUDITED IND, LTD GAS CO. SERVICE PROP. INC. INC. GAS CO. ELIM. TOTAL
LIABIL. & STKHLD. EQUITY
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current Liabilities
Accounts Payable 20306 12325 2305 383493 418428
Accounts Pay. - Other 0
Accounts Pay. - Affil. 0
Notes Payable 0
Notes Payable - Afiliates 0
Curt. Port of L.T. Debt 22407 27980 102912 -22407 130892
Taxes Payable 34174 37295 5657 -17980 28717 8293 96156
Other Accrued Exp. & Pay. 29727 49108 44016 19016 323009 464876
Dividends Payable 750 750
Total Current Liab 29727 125995 93636 54958 -17980 28717 818456 -22407 1111102
Long Term Debt 146963 905609 2375622 -146963 3281231
Less Current Portion -22407 -27980 -102912 22407 -130892
Net Long Term Debt 0 124556 0 877629 0 0 2272710 -124556 3150339
Deferred Credits
Other Deferred Credits 640 26510 28529 3646 93350 121069 -93350 180394
Defer. Invest. Tax Credit 67758 67758
Deferred CR. - Billed Gas 463262 463262
Total Deferred Credits 640 26510 28529 3646 93350 0 652089 -93350 711413
Stockholders' Equity
Preferred Stock 50000 -50000 0
Common Stock 49654 5000 2000 285000 31950 100000 402613 -792330 83887
Treasury Stock 0
Paid in Capital 182572 158532 157607 173972 28403 -680793 20293
Retained Earnings 2011534 400732 226364 -9456 502558 534033 2668736 -532443 5802057
Total Stkhold.Equity 2243760 564263 385971 275544 534508 808005 3149751 -2055565 5906237
Total Lia & Stkhold. Equity 2274127 841324 508137 1211776 609878 836722 6893007 -2295879 10879091
<CAPTION>
WMS ASSOC., INC. & SUBS. S.WEST. MIDWAY S.WEST. BATT'S WMS CT WMS S.WEST.
CONSOL. STMT OF INC. & RE VA ENGY. BOTTLED VA. GAS NECK ASSC. & CO. VIRGINIA
6 MTHS END 06/30/97 IND, LTD GAS CO. SERVICE PROP. INC. INC. GAS CO. ELIM. TOTAL
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales 1021441 811818 87761 0 4428403 6349423
Costs and Expenses
Cost of Sales 600308 434169 2849860 3884337
Operating & General Exp. 83656 284729 252249 56043 51857 7171 1029621 1765326
Depreciation 1002 35406 28167 26439 143604 234618
Total Costs and Exp. 84658 920442 714585 82482 51857 7171 4023085 0 5884280
Other Income
Dividends 205971 108792 4270 -310618 8415
Other Income 12469 4935 10896 4371 92267 14545 -7653 131828
Gain or Loss on Assets 0
Total Other Income 218439 4935 10896 0 113163 96537 14545 -318271 140243
Other Expenses 14500 4473 104859 -7653 116178
Income Before Inc. Taxes 133782 91434 103655 5279 61307 89365 315004 -310618 489208
Income Taxes -33351 34572 38543 2004 -17980 32717 105104 161609
Net Income 167132 56862 65113 3275 79287 56648 209900 -310618 327599
Retained Earnings, Beg. 1938744 383870 191252 -12731 480781 508785 2592393 -532443 5550650
Subtotal 2105877 440732 256364 -9456 560068 565433 2802293 -843061 5878249
Dividends Paid -94343 -40000 -30000 -57510 -31400 -133557 310618 -76192
Retained Earnings, End. 2011534 400732 226364 -9456 502558 534033 2668736 -532443 5802057
</TABLE>
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