CENTRAL ILLINOIS PUBLIC SERVICE CO
U-3A-2, 1994-02-28
ELECTRIC & OTHER SERVICES COMBINED
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                                                            File No. 69-140



                       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


                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
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.  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.
         (a)  The claimant.  Central Illinois Public Service Company (the
"Company") is an Illinois corporation, and has its principal executive office
at 607 East Adams Street, Springfield, Illinois 62739.  On April 25, 1990, the
Company shareholders approved a corporate restructuring plan which provided
for the establishment of CIPSCO Incorporated (CIPSCO), a holding company. 
After receipt of the final necessary regulatory approval, on October 1, 1990,
CIPSCO became the parent of the Company and shares of the Company's common
stock were converted on a share-for-share basis into common stock of CIPSCO. 
The Company provides certain services to CIPSCO for which all costs incurred<PAGE>
are reimbursed to the Company.
          The Company is a public utility engaged principally in the sale of
electricity which it generates, transmits and distributes in portions of
central and southern Illinois.  It also sells natural gas which it purchases
from suppliers and distributes through the system in various parts of the
territory served.  During 1993, the Company furnished electric service to
about 316,000 customers in 557 incorporated and unincorporated communities and
adjacent suburban and rural areas, including a number of rural electric
cooperatives to which it sold electric energy at wholesale.  The Company also
furnished natural gas services to about 164,000 customers in 267 communities
and adjacent suburban and rural areas.  For further information with respect
to the Company, its properties and its business, reference is made to the
Company's Registration Statement, Registration No. 2-61730, Registration No.
33-59674, and the map included therein showing the territory served by the
Company, the Company's Annual Report on Form 10-K for the year ended December
31, 1992, and the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993, and the papers and
documents descriptive of or relating to the Company on file with the
Commission in Administrative Proceeding File No. 3-1568 (70-4631).
         (b)  Electric Energy, Inc.  The Company owns 20 percent (accounted
for under the equity method) of Electric Energy, Inc. (EEI), which owns a
1,000,000 KW generating station at Joppa, Illinois.  The equity investment in
EEI is included on the Company's balance sheet in "Other Assets."  For a
description of the organization, business, financing and properties of EEI,
reference is made to the applications and declarations (and the amendments and
exhibits thereto) relating to EEI heretofore filed with the Securities and
Exchange Commission, under the Public Utility Holding Company Act of 1935, by<PAGE>
EEI, the Company and others in File Nos. 70-2540, 70-2
70-3120, 70-3595 and 70-3596, and to the findings, opinions and orders of the
Commission with respect thereto.
         (c)  CIPS Energy, Inc. and Illinois Steam, Inc., are inactive and not
"public utility companies" within the meaning of the Public Utility Holding
Company Act of 1935.
     2.  A brief description of the properties of 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 the State in which 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.
         (a)  The Company is engaged principally in the sale of electricity
which it generates, transmits and distributes in portions of central and
southern Illinois.  The Company furnished electric service to about 316,000
customers in 557 incorporated and unincorporated communities and adjacent
suburban and rural areas, including a number of rural electric cooperatives to
which it sold electric energy at wholesale.
          At December 31, 1993, the Company owned and regularly operated five
steam electric generating stations as follows:<PAGE>
                Generating Station                  MW Capacity
          
          Newton         Newton, Illinois              1,115
          Coffeen        Coffeen, Illinois               750
          Meredosia      Meredosia, Illinois             520
          Grand Tower    Grand Tower, Illinois           186
          Hutsonville    Hutsonville, Illinois           156


          At that date, the Company also owned about 12,922 pole miles of
overhead electric lines and 843 miles of underground electric lines.  This
transmission system is located at the hub of 12 major utility systems joined
by 39 interconnections at various locations.  The major electric
interconnections are as follows:
                                           Interconnections
     Commonwealth Edison Co.                       2
     Northern Indiana Public Service Co.           1
     AEP (Indiana and Michigan Electric)           1
     PSI Energy                                    2
     Southern Illinois Power Cooperative           2
     Illinois Power                               21
     Tennessee Valley Authority          (owned with Illinois Power)
     Electric Energy, Inc.                         3
     Kentucky Utilities                  (owned with Electric Energy, Inc.)
     Union Electric Co.                            5
     Central Illinois Light Co.                    1
     Springfield City Water, Light & Power         1


          The Company also sells natural gas which it purchased from suppliers
and distributed through the system in various parts of Illinois.  The Company
furnished natural gas services to about 164,000 customers in 267 communities
and adjacent suburban and rural areas.
          At December 31, 1993, the Company owned two propane-air plants at
Quincy and DeSoto, Illinois and five underground gas storage facilities at
Ashmore, Sciota North, Belle Gent, Johnson City and Richwood, Illinois.  The
Company also leased five other underground gas storage facilities from Texas
Eastern Transmission Corporation, Panhandle Eastern Pipeline Company -<PAGE>
Southwest-In/Out Storage, Panhandle Eastern Pipeline Company 
Natural Gas Pipeline Company of America - FSS-Iowa and Rotherwood Storage.
          The underground gas storage facilities and the propane-air gas
plants are used by the Company to supplement the available supply of natural
gas during periods of high demands.
          At December 31, 1993, the Company also owned about 1,385 miles of
natural gas transmission mains and 3,135 miles of natural gas distribution
mains.  The Company is served by six interstate pipeline companies, Panhandle
Eastern Pipeline Company (Panhandle), Texas Eastern Transmission Company
(Texas Eastern), Texas Gas Transmission Company (Texas Gas), Natural Gas
Pipeline Company of America (Natural), Trunkline Gas Transmission Company
(Trunkline), and Midwestern Gas Transmission Company (Midwestern).  The major
gas inter-connections are as follows:
                                      Interconnections

          Panhandle                          18
          Texas Eastern                       3
          Texas Gas                           6
          Natural                             7
          Trunkline                           8
          Midwestern                          3
  
          The Company owns no properties located outside the State of
Illinois.  For further information with respect to the Company, its principal
electric generating stations and transmission lines and its electric and gas
distribution facilities, reference is made to the Company's registration
statement, reports and map and the papers and documents referred to in the
answer to Item 1 above.
         (b)  Reference is made to Paragraph (b) under Item 1 above and the
filings with the Securities and Exchange Commission referred to therein for a
description of the properties of EEI.<PAGE>
     3.  The following information for the last calendar year with respect to
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.
         (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.
         (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.
         (d)  Number of kwh. of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each such company is
organized, or at the State line.
         The information required by this item with respect to sales and
purchases of electric energy is set forth in Exhibit D hereto.  In the
calendar year 1993, the Company distributed at retail 252,334,124 therms of
gas, all within the state of Illinois.  The Company does not distribute at
retail any gas outside the state of Illinois, and does not sell at wholesale
any gas outside the state of Illinois or at the State line.  The Company,
during 1993, purchased 22,354,512 Mcf. of natural gas outside the state of
Illinois.
         EEI does not engage in the business of selling or distributing gas.
     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,<PAGE>
transmission and distribution of electric energy for sale 
distribution at retail of natural or manufactured gas.
         (b)  Name of each system company that holds an interest in such EWG
or foreign utility company; and description of the interest held.
         (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.
         (d)  Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
         (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
agreement(s).
          The Company does not hold, directly or indirectly, an interest in an
EWG or a foreign utility company. 

                                  *  *  *  *  *<PAGE>
          On the basis of the foregoing, the Company is entitled to exemption
as a holding company pursuant to Paragraphs (1) and (2) of Section 3(a) of the
Public Utility Holding Company Act of 1935 and Paragraphs (a)(1) and (a)(2) of
Rule 2 of the Commission promulgated under said Act.  Reference is made to the
exhibits filed herewith.  In 1993, the Company received dividends from EEI
amounting to $2,608,119.60.
         In making and filing this statement, the Company specifically
reserves the right to apply at any time to  the Securities and Exchange
Commission (a) pursuant to Section 2(a)(7) of the Public Utility Holding
Company Act of 1935, for an order declaring that it is not a holding company
under clause (A) of said section by reason of its investment in Electric
Energy, Inc. and/or (b) for an order exempting it from the provisions of the
Public Utility Holding Company Act of 1935 pursuant to Section 3(a) or any
other provision of said Act or of any rule or regulation of the Commission
thereunder.  Neither the making and filing of this statement nor anything
contained herein shall constitute or be construed to be an admission that the
Company is not entitled to any such order.<PAGE>
                                LIST OF EXHIBITS
                                ________________


Exhibit A-1  Balance Sheet of the Company as of December 31, 1993.

Exhibit A-2  Statement of Income of the Company for the year ended December
             31, 1993.
          
Exhibit A-3  Statement of Retained Earnings of the Company for the year ended  
             December 31, 1993.

Exhibit A-4  Balance Sheet of Electric Energy, Inc. as of December 31, 1993.*

Exhibit A-5  Statement of Income of Electric Energy, Inc. for the year ended   
             December 31, 1993.*

Exhibit A-6  Statement of Retained Earnings of Electric Energy, Inc. for the   
             year ended December 31, 1993.*

Exhibit B    Financial Data Schedule of the Company for the year ended       
             December 31, 1993.

Exhibit C    Not applicable.

Exhibit D    Statement showing sales and purchases of electric energy by the   
             Company and Electric Energy, Inc. for the year ended December 31,
             1993.

*As furnished by Electric Energy, Inc., but unaudited.

          The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officers on this 28th day of
February, 1994.

                                   CENTRAL ILLINOIS PUBLIC SERVICE COMPANY



                                   By            R. W. Jackson
                                      ____________________________________
                                             Senior Vice President


(Corporate Seal)

Attest:


     C. D. Nelson
_______________________
  Assistant Secretary

                                  *  *  *  *  *<PAGE>
Names, titles and addresses of officers to whom notices and correspondence
concerning this statement should be addressed:



                    R. W. Jackson, Senior Vice President
                    Central Illinois Public Service Company
                    607 East Adams Street
                    Springfield, Illinois  62739

                    C. L. Greenwalt, Chief Executive Officer
                    Central Illinois Public Service Company
                    607 East Adams Street
                    Springfield, Illinois  62739

<PAGE>
                                                                 Exhibit A-1

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                                  BALANCE SHEET
                                DECEMBER 31, 1993
                                 (in thousands)


Assets

Utility Plant, at original cost:
Electric                                                    $2,172,259
Gas                                                            208,208
                                                             _________
Less - Accumulated depreciation                              2,380,467
                                                             1,020,097
                                                             _________
                                                             1,360,370
Construction work in progress                                   61,104
                                                             _________
                                                             1,421,474
                                                             _________
Current Assets:
Cash                                                             4,038
Temporary investments, at cost which approximates market         2,734
Accounts receivable, net                                        61,591
Accrued unbilled revenues                                       38,774
Materials and supplies, at average cost                         40,824
Fuel for electric generation, at average cost                   26,046
Gas stored underground, at average cost                         14,335
Prepayments                                                      9,847
                                                             _________
                                                               198,189
                                                             _________
Other Assets                                                    48,799
                                                             _________
                                                            $1,668,462
                                                             =========
Capitalization and Liabilities

Capitalization:
Common shareholder's equity:
Common stock, 25,452,373 shares outstanding                 $  121,282
Retained earnings                                              443,741
                                                             _________
                                                               565,023
Preferred stock                                                 80,000
Long-term debt                                                 474,323
                                                             _________
                                                             1,119,346
                                                             _________


Current Liabilities:
Long-term debt due within one year                              20,000
Accounts payable                                                55,931
Accrued wages                                                   12,720
Accrued taxes                                                   13,391
Accrued interest                                                 9,204
Other                                                           34,895
                                                             _________
                                                               146,141
                                                             _________
Deferred Credits:
Accumulated deferred income taxes                              274,425
Investment tax credits                                          58,962
Regulatory liabilities, net                                     69,588
                                                             _________
                                                               402,975
                                                             _________

                                                            $1,668,462
                                                             =========
<PAGE>
                                                            Exhibit A-2

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                               STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1993
                                 (in thousands)


Operating Revenues:
Electric                                                    $  688,849
Gas                                                            145,707
                                                             _________
   Total operating revenues                                    834,556
                                                             _________
Operating Expenses:
Fuel for electric generation                                   186,938
Purchased power                                                 60,181
Gas purchased                                                   90,097
Other operation                                                141,310
Maintenance                                                     61,216
Depreciation and amortization                                   77,647
Taxes other than income taxes                                   54,767
Income taxes                                                    48,749
                                                             _________
  Total operating expenses                                     720,905
                                                             _________
Operating Income                                               113,651
                                                             _________

Other Income and Deductions:
Allowance for equity funds used during construction              1,459
Nonoperating income taxes                                         (631)
Miscellaneous, net                                               3,632
                                                             _________
  Total other income and deductions                              4,460
                                                             _________

Income Before Interest Charges                                 118,111
                                                             _________
Interest Charges:
Interest on long-term debt                                      34,421
Other interest charges                                             479
Allowance for borrowed funds used during construction             (800)
                                                             _________
                                                                34,100
                                                             _________
<PAGE>
Net Income                                                      84,011

Preferred Stock Dividends                                        3,718
                                                             _________

Earnings for Common Stock                                   $   80,293
                                                             =========<PAGE>
                                                            Exhibit A-3

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                         STATEMENT OF RETAINED EARNINGS
                      FOR THE YEAR ENDED DECEMBER 31, 1993
                                 (in thousands)



Balance, beginning of year                                  $  398,235
Add (deduct):
  Net income                                                    84,011
  Dividends:
    Preferred stock                                             (3,718)
  Other                                                        (34,787)
                                                             _________

Balance, end of year                                        $  443,741
                                                             =========
<PAGE>
                                                            Exhibit A-4

                              ELECTRIC ENERGY, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1993
                                 (in thousands)



Assets

Property, Plant and Equipment:
In service                                                  $  285,413
Construction work in progress                                   14,475
                                                             _________
                                                               299,888
Less - Accumulated provision for depreciation and
  amortization                                                 209,916
                                                             _________
                                                                89,972
                                                             _________
Current Assets:
Cash                                                               227
Accounts receivable                                             37,920
Fuel stock, at average cost                                      4,708
Material and supplies, at average cost                           5,879
Prepayments                                                        598
                                                             _________
                                                                49,332
                                                             _________

Other Assets                                                    17,266
                                                             _________
                                                            $  156,570
                                                             =========
Capitalization and Liabilities

Stockholders' Equity:
  Common stock, 62,000 shares outstanding                   $    6,200
  Retained earnings                                              2,634
                                                             _________
                                                                 8,834
Long-term debt                                                  64,660
                                                             _________
                                                                73,494
                                                             _________

Current Liabilities:
Bank loans                                                      40,600
Accounts payable                                                30,511
Accrued taxes                                                    3,890 
Accrued interest                                                   502
Dividend declared                                                3,104
                                                             _________
                                                                78,607
                                                             _________

Other Liabilities                                                4,469 
                                                             _________
                                                            $  156,570
                                                             =========
<PAGE>
                                                            Exhibit A-5

                              ELECTRIC ENERGY, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1993
                                 (in thousands)



Operating Revenues:
Sales to Department of Energy                               $  236,198
Sales to Sponsoring Companies                                   39,406
                                                             _________
     Total operating revenues                                  275,604
                                                             _________

Operating Expenses and Taxes:
Cost of fuel                                                    80,863
Purchased power                                                103,885
Other                                                           37,822
Maintenance                                                     18,378
Depreciation and amortization                                    7,138
Taxes other than income taxes                                    1,770
Income taxes:
  Current federal                                                8,894
  Current state                                                  2,088
  Deferred federal and state, net                               (3,567)
                                                             _________
     Total operating expenses and taxes                        257,271

Operating Income                                                18,333
                                                             _________

Other (Income) and Expense:
Interest income                                                   (608)
Interest expense                                                 6,017
Miscellaneous, net                                                (117)
                                                             _________
     Total other (income) and expense                            5,292
                                                             _________

Net Income                                                  $   13,041
                                                             =========
<PAGE>
                                                            Exhibit A-6

                              ELECTRIC ENERGY, INC.
                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                      FOR THE YEAR ENDED DECEMBER 31, 1993
                                 (in thousands)



Balance, beginning of year                                  $    2,634

  Dividends declared                                           (13,041)

  Net income for year                                           13,041
                                                             _________

Balance, end of year                                        $    2,634
                                                             =========
<PAGE>

                                                            Exhibit B

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                             FINANCIAL DATA SCHEDULE
                      FOR THE YEAR ENDED DECEMBER 31, 1993
                                        




Item No.               Description                        Amount
________               ___________                        ______
                                                      (in thousands)

   1                Total Assets                        $1,668,462

   2                Total Operating Revenues            $  834,556

   3                Net Income                          $   84,011

                                                        







<PAGE>
                                                        Exhibit D

                     CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
                     SALES AND PURCHASES OF ELECTRIC ENERGY
                      FOR THE YEAR ENDED DECEMBER 31, 1993





                                          Central Illinois
                                           Public Service      Electric
                                             Company(a)     Energy, Inc.(a)
                                          ________________  _______________

Kwh. sold (at retail or wholesale)          8,511,582,408   13,511,884,000

Kwh. distributed at retail outside
  of State in which organized                   none        11,928,094,000 (b)

Kwh. sold at wholesale outside of
  State in which organized or at
  State line                                    none              (c)

Kwh. purchased outside of State in
  which organized or at State line              none              none



(a)  Exclusive of interchange power.

(b)  Represents energy sold to the Paducah, Kentucky, Project of the           
       Department of Energy.

(c)  Central Illinois Public Service Company is advised that in 1993 Electric  
       Energy, Inc. sold to Kentucky Utilities Company 245,362,000             
       kilowatthours of energy metered at the Joppa, Illinois, plant of        
       Electric Energy, Inc. and delivered to Kentucky Utilities Company at    
       the Paducah, Kentucky, Project of the Department of Energy, and various 
       other interconnection points in Kentucky.




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