<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-7530
Wisconsin Gas Company
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-0476515
-------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
--------------------------------------- ----------
(Address of principal executive office) (Zip Code)
414-385-7000
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at May 12, 2000
-------------------------- -------------------------------
Common Stock, $8 Par Value 1,125
All Wisconsin Gas Company Common Stock is indirectly owned by
Wisconsin Energy Corporation.
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CONTENTS
PAGE
PART I - Financial Information 2
Item 1. Financial Statements of Wisconsin Gas Company (Unaudited):
-------
Statements of Operations for the Three and Six
Months Ended June 30, 2000 and 1999 3
Balance Sheets as of June 30, 2000 and December 31, 1999 4-5
Statements of Cash Flows for the Six
Months Ended June 30, 2000 and 1999 6
Notes to Financial Statements 7
Item 2
------
Management's Discussion and Analysis
of Interim Financial Statements 8-9
Item 3
------
Quantitative and Qualitative Disclosures About Market Risk 10
PART II. Other Information
---------------------------
Item 6
Exhibits and Reports on Form 8-K 11
Signatures 12
INTRODUCTION
------------
Wisconsin Gas Company ("Wisconsin Gas" or "Company"), a natural gas
distribution public utility, is a Wisconsin corporation and a
wholly-owned subsidiary of WICOR, Inc. ("WICOR"), a diversified
holding company.
On April 26, 2000, the merger between Wisconsin Energy Corporation
("Wisconsin Energy") and WICOR was completed. Upon the completion
of the merger, WICOR, Wisconsin Gas and WICOR's other subsidiaries
became wholly-owned direct or indirect subsidiaries of Wisconsin
Energy.
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<PAGE> 3
Forward-Looking Statements
--------------------------
Certain matters discussed in this report are "forward-looking
statements" intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements generally can be identified
as such because they include words such as the Company "believes,"
"anticipates," "expects," or words of similar import. Similarly,
statements that describe the Company's future plans, objectives or
goals also are considered forward-looking. Such statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from current expectations. These
factors include, but are not limited to, the risks and
uncertainties listed below. All of these factors are difficult to
predict and are generally beyond management's control. Such
factors include, but are not limited to, the following:
>> Factors affecting utility operations such as unusual weather
conditions; unanticipated changes in gas supply or water supply
costs or availability due to higher demand, shortages,
transportation problems or other developments; nonperformance by
natural gas suppliers under existing gas supply contracts;
environmental incidents; gas pipeline system constraints;
unanticipated organizational structure or key personnel changes;
collective bargaining agreements with union employees or work
stoppages; inflation rates; or demographic and economic factors
affecting utility service territories or operating environment.
>> Regulatory factors such as unanticipated changes in rate-
setting policies or procedures; unanticipated changes in regulatory
accounting policies and practices; industry restructuring
initiatives; distribution system operation and/or administration
initiatives; recovery of costs of previous investments made under
traditional regulation; required approvals for new construction.
>> The rapidly changing and increasingly competitive and gas
utility environment as market-based forces replace strict industry
regulation and other competitors enter the gas markets resulting in
increased wholesale and retail competition.
>> Consolidation of the industry as a result of the combination
and acquisition of utilities in the Midwest, nationally and
globally.
>> Restrictions imposed by various financing arrangements and
regulatory requirements on the ability of the utility and other
subsidiaries to transfer funds to their parent companies in the
form of cash dividends, loans or advances.
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>> Changes in social attitudes regarding the utility industry.
>> Customer business conditions including demand for their
products and services and supply of labor and material used in
creating their products and services.
>> The cost and other effects of legal and administrative
proceedings, settlements, and investigations, claims and changes in
those matters.
>> Factors affecting the availability or cost of capital such as
changes in interest rates; market perceptions of the utility
industry, Wisconsin Gas, WICOR or any of its subsidiaries; or
security ratings.
>> Federal, state or local legislative factors such as changes
in tax laws or rates; changes in trade, monetary and fiscal
policies, laws and regulations; gas industry restructuring
initiatives; or changes in environmental laws and regulations.
>> Authoritative generally accepted accounting principle or
policy changes from such standard setting bodies as the Financial
Accounting Standards Board and the Securities and Exchange
Commission.
>> Unanticipated technological developments that result in
competitive disadvantages and create the potential for impairment
of existing assets.
>> Other business or investment considerations that may be
disclosed from time to time in filings with the Securities and
Exchange Commission or in other publicly disseminated written
documents.
>> Unanticipated costs or difficulties related to the
integration of the businesses of Wisconsin Energy and WICOR.
The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
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Part 1 - Financial Information
------------------------------
Item 1. Financial Statements
-----------------------------
The financial statements included herein have been prepared without
audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although
management believes that the disclosures are adequate to make the
information presented not misleading. These condensed financial
statements should be read in conjunction with the audited financial
statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
In the opinion of management, the information furnished reflects
all adjustments, which in all circumstances were normal and
recurring, necessary for a fair presentation of the results of
operations for the interim periods.
Because of seasonal factors, the results of operations for the
interim period presented are not necessarily indicative of the
results to be expected for the full calendar year.
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WISCONSIN GAS COMPANY
Statements of Operation (Unaudited)
<TABLE>
<CAPTION>
Predecessor
------------------------------------------------------
Period From Period From
Period From April 1, Three January 1,
Acquisition 2000 Months 2000 Six Months
Date to Through Ended Through Ended
June 30, Acquisition June 30, Acquisition June 30,
2000 Date 1999 Date 1999
------------ ------------ ------------ ------------ ------------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Operating Revenues $ 47,587 $ 40,171 $ 75,322 $ 216,220 $ 245,719
------------ ------------ ------------ ------------ ------------
Operating Expenses:
Cost of gas sold 29,130 24,270 42,607 127,062 136,155
Operations 11,998 7,473 21,478 31,657 45,290
Maintenance 1,620 666 2,228 2,549 4,110
Depreciation 6,174 3,061 8,851 12,202 17,576
Goodwill amortization 1,875 - - - -
Taxes, other
than income taxes 1,308 670 1,718 3,007 4,222
------------ ------------ ------------ ------------ ------------
52,105 36,140 76,882 176,477 207,353
------------ ------------ ------------ ------------ ------------
Operating (Loss) Income (4,518) 4,031 (1,560) 39,743 38,366
------------ ------------ ------------ ------------ ------------
Interest Expense 4,610 971 2,699 4,494 6,121
Other Income
and (Expenses), net (204) (375) 269 (856) 568
------------ ------------ ------------ ------------ ------------
(Loss) Income
Before Income Taxes (9,332) 2,685 (3,990) 34,393 32,813
Income Tax
(Benefit) Provision (2,872) 1,066 (1,550) 12,861 12,283
------------ ------------ ------------ ------------ ------------
Net (Loss) Earnings $ (6,460) $ 1,619 $ (2,440) $ 21,532 $ 20,530
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 7
WISCONSIN GAS COMPANY
Balance Sheets
<TABLE>
<CAPTION>
Predecessor
June 30, ------------
2000 December 31,
(Unaudited) 1999
----------- ------------
(Thousands of Dollars)
<S> <C> <C>
Assets
------
Property, Plant and Equipment, at cost $ 880,068 $ 865,109
Less - Accumulated depreciation 491,340 477,493
----------- ------------
388,728 387,616
----------- ------------
Current Assets:
Cash and cash equivalents - 11,368
Accounts receivable, less allowance for
doubtful accounts of $13,502
and $10,170, respectively 54,468 40,448
Accrued revenues 9,457 44,887
Gas in storage, at weighted average cost 28,014 40,415
Materials and supplies, at weighted average cost 7,262 6,211
Deferred income taxes 34,765 15,106
Prepaid taxes 3,594 3,966
Other 2,591 1,826
----------- ------------
140,151 164,227
----------- ------------
Deferred Charges and Other:
Goodwill, net 448,125 -
Regulatory assets 47,218 51,686
Prepaid pension costs 53,680 49,661
Systems development costs 6,451 8,601
Other 10,370 9,357
----------- ------------
565,844 119,305
----------- ------------
$1,094,723 $ 671,148
=========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 8
Wisconsin Gas Company
Balance Sheets
(continued)
<TABLE>
<CAPTION>
Predecessor
June 30, ------------
2000 December 31,
(Unaudited) 1999
----------- ------------
(Thousands of Dollars)
<S> <C> <C>
Capitalization and Liabilities
------------------------------
Capitalization:
Common stock $ 9 $ 9
Other paid-in capital 316,022 121,978
Retained earnings 97,182 95,107
Accumulated other comprehensive income (1,536) (1,536)
Long-term debt 158,349 158,244
----------- ------------
570,026 373,802
----------- ------------
Current Liabilities:
Accounts payable 43,443 40,208
Accounts payable - affiliated company, net 3,142 (632)
Notes payable - merger related 255,000 -
Short-term borrowings 20,000 89,759
Refundable gas costs 38,810 24,043
Accrued payroll and benefits 8,651 9,195
Accrued taxes 20,462 (1,999)
Other 4,177 4,696
----------- ------------
393,685 165,270
----------- ------------
Deferred Credits and Other:
Postretirement benefit obligation 35,445 38,690
Deferred income taxes 48,750 46,409
Regulatory liabilities 25,232 27,742
Environmental remediation costs 4,892 2,110
Unamortized investment tax credit 5,582 5,909
Other 11,111 11,216
----------- ------------
131,012 132,076
----------- ------------
$1,094,723 $ 671,148
=========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 9
WISCONSIN GAS COMPANY
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Predecessor
------------------------
Period From
Period From January 1, Six
Acquisition 2000 Months
Date to Through Ended
June 30, Acquisition June 30,
2000 Date 1999
----------- ----------- -----------
(Thousands of Dollars)
<S> <S> <C> <C>
Operations:
Net (loss) earnings $ (6,460) $ 21,532 $ 20,530
Adjustments to reconcile net (loss)
earnings to net cash flows:
Depreciation and amortization 9,201 14,453 20,843
Deferred income taxes - (17,318) -
Net pension and other postretirement
benefit (income) (2,283) (4,710) (4,468)
Change in:
Receivables 35,892 (14,482) 30,059
Gas in storage (17,840) 30,241 11,931
Other current assets (1,693) (123) (2,307)
Accounts payable 3,140 95 (4,356)
Accrued taxes (9,416) 32,249 2,769
Refundable gas costs (11,949) 26,716 21,908
Other current liabilities (1,271) 208 2,214
Other non-current assets
and liabilities 4,544 447 (6,022)
----------- ----------- -----------
1,865 89,308 93,101
----------- ----------- -----------
Investment Activities:
Capital expenditures (7,993) (11,875) (14,592)
Other, net 26 60 62
----------- ----------- -----------
(7,967) (11,815) (14,530)
----------- ----------- -----------
</TABLE>
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WISCONSIN GAS COMPANY
Statements of Cash Flows (Unaudited)
(Continued)
<TABLE>
<CAPTION>
Predecessor
------------------------
Period From
Period From January 1, Six
Acquisition 2000 Months
Date to Through Ended
June 30, Acquisition June 30,
2000 Date 1999
----------- ----------- -----------
(Thousands of Dollars)
<S> <S> <C> <C>
Financing Activities:
Change in short-term borrowings 11,100 (80,859) (65,000)
Reduction of long-term debt - - (2,000)
Cash dividends paid to WICOR, Inc. (6,500) (6,500) (13,000)
----------- ----------- -----------
4,600 (87,359) (80,000)
----------- ----------- -----------
Change in Cash and Cash Equivalents (1,502) (9,866) (1,429)
Cash and Cash Equivalents at
Beginning of Period 1,502 11,368 6,690
----------- ----------- -----------
Cash and Cash Equivalents at End of Period - 1,502 5,261
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
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Notes to Financial Statements (Unaudited):
------------------------------------------
1) On April 26, 2000, Wisconsin Energy Corporation (WEC) acquired
WICOR, Inc. (WIC) for $1.2 billion in cash, including related costs
and expenses. WEC accounted for its acquisition of WICOR as a
purchase. The financial statements of Wisconsin Gas for the
periods ended before April 27, 2000 were prepared using Wisconsin
Gas' historical basis of accounting and are designated as
"Predecessor". The comparability of the operating results for the
Predecessor and the periods encompassing push down accounting are
affected by the purchase accounting adjustments, including the
amortization of goodwill over a period of forty years and the
pushdown of debt associated with the merger ($255.0 million).
The fair value of the assets and liabilities of Wisconsin Gas'
rate-regulated natural gas utility business is considered to be
equivalent to the historical basis of accounting due to the
regulated nature of the business and accordingly, no adjustment has
been made to the carrying value. The excess of the consideration
paid by WEC over the estimated fair value of the assets and
liabilities of Wisconsin Gas at the merger date was approximately
$450 million and is reflected as goodwill in the Wisconsin Gas
balance sheet as of June 30, 2000. The process of determining the
fair value of assets and liabilities at the Acquisition date is
continuing, and the final result awaits the resolution of income
tax and other contingencies and finalization of certain estimates.
The following unaudited pro forma data summarize the results of
operations for the periods indicated as if the WICOR acquisition
had been completed as of the beginning of the periods presented.
The pro forma amounts give effect to actual operating results prior
to the acquisition, adjusted to include the pro forma effect of
interest expense, amortization of intangibles and income taxes.
The pro forma information does not necessarily reflect the actual
results that would have occurred nor is it necessarily indicative
of future results of operations of the combined companies. Since
the Company is a wholly owned subsidiary of Wisconsin Energy, the
presentation of earnings per share data is not meaningful.
Six Months Ended Six Months Ended
(In Thousands) June 30, 2000 June 30, 1999
-------------- ---------------- ----------------
Revenues $ 263,807 $ 245,719
Net Earnings $ 8,061 $ 10,014
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<PAGE> 12
2) At June 30, 2000, Wisconsin Gas had borrowings of $20.0
million and availability of $30.0 million under unsecured lines of
credit with several banks.
3) For purposes of the Statements of Cash Flows, income taxes
paid, net of refunds, and interest paid (excluding capitalized
interest) were as follows:
Predecessor
-------------------------
Period from
Period From January 1,
Acquisition 2000 Six
Date to Through Months
June 30, Acquisition June 30,
2000 Date 1999
----------- ----------- -----------
(Thousands of Dollars)
Income taxes paid $ 5,251 $ 1,001 $ 11,691
Interest paid $ 2,126 $ 4,361 $ 4,669
4) For the three and six month periods ended June 30, 2000 and
1999, net earnings was the only component of comprehensive income.
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Item 2.
-------
Management's Discussion and Analysis
of Interim Financial Statements of
Wisconsin Gas Company
Merger with Wisconsin Energy Corporation
----------------------------------------
On April 26, 2000 the merger between a subsidiary of Wisconsin
Energy Corporation (WEC) and WICOR, Inc. (WICOR), the Company's
parent corporation, was completed, and WICOR became a wholly-owned
direct subsidiary of WEC. The Company became a wholly owned
indirect subsidiary of WEC.
WEC accounted for its acquisition of WICOR as a purchase, and
purchase accounting adjustments, including goodwill, have been
pushed down and are reflected in the financial statements of the
Company for the period subsequent to April 26, 2000. The financial
statements of Wisconsin Gas for the periods ended before April 27,
2000, were prepared using Wisconsin Gas' historical basis of
accounting and are designated as "Predecessor". The comparability
of the operating results for the Predecessor and the periods
encompassing push down accounting are affected by the purchase
accounting adjustments including the amortization of goodwill over
a period of forty years. For purposes of the discussion of
quarterly and year-to-date operating results provided herein, the
financial information of the predecessor for the 2000 periods prior
to the merger date have been combined with the post-merger
financial information. The business operations of Wisconsin Gas
were not significantly changed as a result of the merger, and post-
merger and pre-merger operating results, except as noted, are
comparable.
Results of Operations
---------------------
The Company's net loss was $4.8 million during the second quarter
of 2000 compared with a net loss of $2.4 million in the second
quarter of 1999. Net earnings for the six months ended June 30,
2000, decreased by $5.5 million, or 27%, to $15.1 million compared
to the same period last year. The decreased earnings for the six
month period resulted primarily from decreased gas margins and
increased interest expense and goodwill amortization associated
with the Wisconsin Energy merger which became effective on April
26, 2000. The following factors had a significant effect on the
results of operations during the three- and six-month periods ended
June 30, 2000.
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<PAGE> 14
Revenues, margins and volumes are summarized below. Margin,
defined as revenues less cost of gas sold, is a better performance
indicator than revenues because changes in the cost of gas sold are
flowed through to revenue under a gas adjustment clause that does
not impact margin. The Company operates under a gas cost incentive
mechanism (GCIM) which allows it to share in the risk and rewards
of purchasing gas. The GCIM favorably impacted margins by $1.0
million for the three months ended June 30, 2000 and 1999. The
GCIM favorably impacted margins by $1.2 million for the six months
ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
----------------- % ----------------- %
(Millions of Dollars) 2000 1999 Change 2000 1999 Change
--------------------- -------- -------- ------ -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Gas Sales Revenues $ 83.1 $ 70.7 18 $ 250.9 $ 233.2 8
Cost of Gas Sold 53.4 42.6 25 156.2 136.2 15
-------- -------- -------- --------
Gas Sales Margin 29.7 28.1 6 94.7 97.0 (2)
Gas Transport Margin 4.7 4.6 2 12.9 12.6 2
-------- -------- -------- --------
Total Margin $ 34.4 $ 32.7 5 $ 107.6 $ 109.6 (2)
======== ======== ======== ========
(Millions of Therms)
--------------------
Sales Volumes
Firm 103.4 96.9 7 405.4 423.8 (4)
Interruptible 4.7 5.6 (16) 13.1 15.6 (16)
Transportation Volume 108.1 106.4 2 272.0 266.7 2
-------- -------- -------- --------
Total Throughput 216.2 208.9 3 690.5 706.1 (2)
======== ======== ======== ========
Degree Days
-----------
Actual 952 875 9 3,883 4,110 (6)
======== ======== ======== ========
20 year average 973 4,358
======== ========
</TABLE>
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<PAGE> 15
The decrease in firm sales volumes for the six months ended June
30, 2000, was caused principally by extremely mild weather in 2000
compared to 1999. The weather was 6% warmer during the first six
months of 2000 than during the same period in 1999 and 11% warmer
than the 20-year average.
Operating and maintenance expenses decreased $1.9 million, or 8%,
and $1.6 million, or 3%, during the three and six months ended June
30, 2000, compared to the same periods last year. The decrease for
both periods is attributable to reduced outside administrative
services.
Depreciation expense for the three and six months ended June 30,
2000, increased by $0.4 million, or 4%, and $0.8 million, or 5%,
respectively, as compared to the same periods in the prior year.
The 2000 increase for both periods was due to additions to
depreciable plant balances.
Interest expense for the three and six months ended June 30, 2000
increased by $2.9 million and $3.0 million, respectively, compared
to the same periods of last year. The second quarter of 2000 was
negatively impacted by merger related interest expense of $2.8
million.
Year-to-date income tax expense decreased by $2.3 million, or 19%,
reflecting the decrease in pre-tax income.
Liquidity and Capital Resources
-------------------------------
Cash flow from operations for the six months ended June 30, 2000
decreased slightly to $91.2 million compared to the same period of
1999. Due to the seasonal nature of the energy business, accrued
revenues, accounts receivable and accounts payable are higher in
the heating season as compared with the summer months.
Additional short-term borrowing will be needed during the third and
fourth quarters of 2000 to finance working capital, primarily
related to gas purchased for injection into storage and accounts
receivable. The Company has existing lines of credit to satisfy
this working capital need.
Cash flow from operations exceeded capital expenditures and
dividend requirements for the first six months in both 2000 and
1999.
Capital expenditures through June 2000 increased by $5.3 million,
or 36%, to $19.9 million. Cash flow from operations is expected to
be sufficient to fund the remaining capital expenditures for 2000.
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<PAGE> 16
Item 3. Quantitative and Qualitative Disclosures About Market.
--------------------------------------------------------------
The Company's market risk includes the potential loss arising from
adverse changes in the price of natural gas. The Company's
objective in managing this risk is to reduce fluctuations in
earnings and cash flows associated with changes in natural gas
prices. The Company's policy prohibits the use of derivative
financial instruments for trading purposes.
Wisconsin Gas has a commodity risk management program that has been
approved by the PSCW. This program allows Wisconsin Gas to utilize
purchased call and put option contracts to reduce market risk
associated with fluctuations in the price of natural gas purchases
and gas in storage. Under this program, Wisconsin Gas has the
ability to hedge up to 50% of its planned gas deliveries for the
heating season. The PSCW has also allowed Wisconsin Gas to hedge
gas purchased for storage during non-heating months. The cost of
the call and put option contracts, as well as gains or losses
realized under the contracts do not affect net income as they are
recovered dollar for dollar under the purchased gas adjustment
clause. The notional amount of these contracts is not material to
the Company.
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<PAGE> 17
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) Exhibits
2.1 Agreement and Plan of Merger, dated as of June 27, 1999, as
amended as of September 9, 1999 by and among Wisconsin
Energy Corporation, WICOR, Inc. and CEW Acquisition, Inc.
(incorporated by reference to Appendix A to the joint proxy
statement/prospectus included in Wisconsin Energy
Corporation's Registration Statement on Form S-4 filed on
September 9, 1999 (File No. 333-86827))
2.2 Amendment to Agreement and Plan of Merger, dated as of
September 9, 1999 (incorporated by reference to Exhibit 2.2
to Wisconsin Energy Corporation's Registration Statement on
Form S-4 filed on September 9, 1999 (File No. 333-86827))
2.3 Second Amendment to Agreement and Plan of Merger, dated as
of April 26, 2000 (incorporated by reference to Exhibit 2.3
to Wisconsin Energy Corporation's Current Report on Form 8-K
dated April 26, 2000)
27 Financial data schedule (EDGAR version only)
(b) Reports on Form 8-K. A report on Form 8-K dated as of April
26, 2000, was filed on May 9, 2000, to report the change in
control of the Company that resulted from the acquisition of
WICOR, Inc. by Wisconsin Energy Corporation.
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<PAGE> 18
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
WISCONSIN GAS COMPANY
Dated: August 11, 2000 By: /s/ Stephen P. Dickson
Stephen P. Dickson
Controller (Chief Accounting Officer)
and duly authorized officer
