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Previous: WILEY JOHN & SONS INC, SC 13G/A, 1999-02-11 |
Next: WILSHIRE OIL CO OF TEXAS, SC 13G, 1999-02-11 |
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.
C. T. WILLIAMS & CO., 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.
C. T. WILLIAMS & CO., 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.)
SOUTHWESTERN VIRGINIA ENERGY INDUSTRIES, LTD.
A 81.37% owned subsidiary corporation of C. T. Williams
& Co., 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 wholly 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
C. T.WILLIAMS & CO., INC.
C. T. Williams & Co., 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
161,045 shares (100%) 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; 2,550 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
1,052,749 Mcf of natural gas was sold in Virginia
with associated revenues of $6,066,128, and
817,181 Mcf of natural gas was transported to
Virginia with associated revenues of $357,730 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.
1,089,917 Mcf. purchased in Texas,
Louisiana, and Mississippi with
associated cost of $3,635,777
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
12th day of February, 1999.
C. T. WILLIAMS & CO., INC.
s/C. T. Williams, III
By___________________________
C. T. Williams, III
President
(CORPORATE SEAL)
ATTEST:
s/David McI. Williams
__________________________
SOUTHWESTERN VIRGINIA ENERGY IND., LTD.
s/Ralph J. Pruitt
By____________________________
Ralph J. Pruitt
Vice President-Finance & Treas.
(CORPORATE SEAL)
ATTEST:
s/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 = $11,076,624
2 Total Operating Revenues = 9,600,443
3 Net Income = 439,800
EXHIBIT C
There are no EWG or foreign utility
companies in the holding company system.
<TABLE>
<CAPTION>
WILLIAMS ASSOCIATES,
INC, & SUBSIDIARIES Exhibit A
CONSOLIDATING Schedule 2
BALANCE SHEET PAGE 1 OF 2
12/31/98 SWEST MIDWAY SWEST C. T. WMS BATT'S SWEST
VA. ENERGY BOTTLED VA. GAS & CO NECK VIRGINIA
IND., LTD. GAS CO. SERVICE INC. PROP GAS CO ELIMIN TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash 323,088 71,547 211,221 232,369 62,248 375,553 1,276,025
Accounts Receivable 90,337 67,401 (2,958) 911,748 1,066,528
Accts Rec - Other 98,120 0 136 98,256
AcCts Rec - Affiliates 2,119 0 2,119
Inventories 80,269 40,316 381,485 502,070
Treasury Bills 98,816 98,816
Funds 0
Prepayments 19,992 21,272 1,719 24,208 67,190
Total Current Assets 520,023 264,262 340,346 232,369 61,009 1,692,994 0 3,111,004
Investments at Cost
Various Investments 142,192 557,297 699,490
Swest Va Energy 11,987 (11,987) (0)
Swest Va Gas Common 477,380 (477,380) 0
Swest Va Gas Prefer 39,120 (39,120) 0
Midway Bottled Gas 379,187 (379,187) 0
Swest VA Gas Service 159,607 (159,607) 0
C. T. Williams CO. 0
Batt's Neck Prop 255,000 (255,000) 0
Total Investments 1,452,486 0 0 569,284 0 0 (1,322,281) 699,490
Property, Plant and 310,346 900,936 700,004 5,931 1,326,758 8,718,826 11,962,801
Equipment
Less: Accum Deprec (14,409) (628,368) (363,276) (5,931) (239,097) (3,657,443) (4,908,524)
Net Prop, Plant & Equip 295,937 272,568 336,729 0 1,087,661 5,061,383 0 7,054,277
Other Assets
Notes Rec - Affiliat 0 0 0
Goodwill 93,095 35,094 (483,849) (355,660)
Other 0 31,250 990 480,794 54,479 567,513
Total Other Assets 0 124,346 36,084 480,794 0 54,479 (483,849) 211,853
Total Assets 2,268,447 661,176 713,158 1,282,448 1,148,670 6,808,856 (1,806,130) 11,076,624
<CAPTION>
WILLIAMS ASSOCIATES, Exhibit A
INC, & SUBSIDIARIES Schedule 2
Page 2 of 2
CONSOLIDATING
BALANCE SHEET SWEST MIDWAY SWEST C. T. WMS BATT'S SWEST
12/31/98 VA. ENERGY BOTTLED VA. GAS & CO NECK VIRGINIA
IND., LTD. GAS CO. SERVICE INC. PROP GAS CO ELIMIN TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES AND
STOCKHOLDERS EQUITY
Current Liabilities
Accts Payable 45,825 26,888 525 649,743 722,982
Accts Payable - Other 0 5,399 5,399
Accts Pay - Affiliat 2,976 4,009 6,985
Notes Payable 0
Notes Pay - Afiliat 0
Current Portion-LT Debt 0 28,099 31,184 102,912 162,196
Taxes Payable 0 0 (10,656) 3,366 (77,353) (84,643)
Dividends Payable 750 750
Other Accrd Exp & Pay 32,227 20,543 97,345 16,424 278,036 444,576
Total Current Liabil 32,227 69,344 156,341 (10,656) 56,899 954,089 0 1,258,243
Long Term Debt 0 0 118,814 864,746 2,221,254 3,204,814
Less Current Portion 0 0 (28,099) (31,184) (102,912) (162,196)
Net Long Term Debt 0 0 90,714 0 833,562 2,118,342 0 3,042,618
Other Liabilities 3,888 17,776 21,664
Deferred Credits
Other Deferred Credits 484 29,816 33,034 93,350 136,408 (93,350) 199,742
Defer Invest Tax Credit 0 63,330 63,330
Defer Credits-Billed Gas 414,724 414,724
Total Deferred Credits 484 29,816 33,034 93,350 0 614,462 (93,350) 677,795
Stockholders' Equity
Preferred Stock 50,000 (50,000) 0
Common Stock 49,654 5,000 2,000 31,950 255,000 402,613 (665,705) 80,512
Treasury Stock 0
Paid in Capital 182,572 158,532 157,607 28,403 (507,059) 20,055
Retained Earnings 2,003,509 394,597 255,686 1,167,804 3,209 2,640,948 (490,017) 5,975,736
Total Stckhlds' Equity 2,235,735 558,128 415,293 1,199,754 258,209 3,121,963 (1,712,780) 6,076,303
Total Liabil
& Stkhlds' Equity 2,268,447 661,176 713,158 1,282,448 1,148,670 6,808,856 (1,806,130) 11,076,624
<CAPTION>
WILLIAMS ASSOC, INC.
& SUBSIDIARIES Exhibit A
CONSOLIDATING STATEMENT Schedule 1
OF INCOME & RE
YEAR ENDING 12/31/98
SWEST MIDWAY SWEST C. T. WMS BATT'S SWEST
VA. ENERGY BOTTLED VA. GAS & CO NECK VIRGINIA
IND., LTD. GAS CO. SERVICE INC. PROP GAS CO ELIMIN TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales 1,666,197 1,386,776 171,562 6,375,909 9,600,443
Costs and Exp
Cost of Sales 842,890 662,260 0 3,843,145 5,348,295
Operating & Gen Exp 311,015 578,011 522,100 97,916 100,815 1,711,773 3,321,628
Depreciation 1,950 78,738 93,462 52,566 296,426 523,141
Total Costs & Exp 312,965 1,499,638 1,277,821 97,916 153,380 5,851,343 0 9,193,064
Other Income
Dividends 444,166 214,230 (629,097) 29,299
Gain or Loss on Assets (8,141) (8,141)
Other Income 84,013 11,924 257,429 45,521 24,146 (5,511) 417,521
Total Other Income 528,179 11,924 257,429 251,610 0 24,146 (634,607) 438,680
Other Expenses 24,168 13,088 196,779 (5,511) 228,524
Inc Before Inc Taxes 215,214 154,314 353,295 153,694 18,182 351,933 (629,097) 617,536
Income Taxes (119,622) 58,047 133,348 (16,287) 6,902 115,347 177,735
Net Income 334,837 96,267 219,947 169,981 11,280 236,586 (629,097) 439,800
Retained Earn, Beg 1,812,669 348,329 135,740 1,055,241 (8,071) 2,508,931 (490,017) 5,362,822
Subtotal 2,147,506 444,597 355,686 1,225,222 3,209 2,745,516 (1,119,114) 5,802,623
Dividends Paid (143,997) (50,000) (100,000) (57,418) (104,569) 629,097 173,113
Retained Earn, End 2,003,509 394,597 255,686 1,167,804 3,209 2,640,948 (490,017) 5,975,736
</TABLE>
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