<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal period from to
------------- ------------
Commission file number 0-8503
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2144267
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
405 Water Street, Port Huron, Michigan 48060
(Address of principal executive offices)
810-987-2200
(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
requirements for the past 90 days. Yes [X] No [ ]
The number of shares of common stock outstanding as of April 30, 1994, is
10,526,999.
<PAGE> 2
<TABLE>
INDEX TO FORM 10-Q
------------------
For Quarter Ended March 31, 1994
<CAPTION>
Page
Number
------
<S> <C>
COVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . 13
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 13
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
-2-
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
Three Months Ended
March 31,
-------------------
1 9 9 4 1 9 9 3
------- -------
<S> <C> <C>
OPERATING REVENUE
Gas sales $ 89,054 $77,767
Gas marketing 40,716 16,248
Transportation 3,383 3,508
Other operations 1,635 1,632
-------- -------
$134,788 $99,155
-------- -------
OPERATING EXPENSES
Cost of gas sold $ 63,967 $55,053
Cost of gas marketed 39,639 15,124
Operation 7,722 7,708
Maintenance 1,066 939
Depreciation 2,920 3,123
Income taxes 5,027 3,600
Taxes, other than income taxes 2,340 2,211
-------- -------
$122,681 $87,758
-------- -------
OPERATING INCOME $ 12,107 $11,397
OTHER INCOME (EXPENSE), NET 170 (553)
-------- -------
INCOME BEFORE INCOME DEDUCTIONS $ 12,277 $10,844
-------- -------
INCOME DEDUCTIONS
Interest on long-term debt $ 2,170 $ 2,364
Other interest 471 485
Amortization of debt expense 82 84
Dividends on preferred stock of subsidiary 45 45
-------- -------
$ 2,768 $ 2,978
-------- -------
NET INCOME $ 9,509 $ 7,866
Dividends on convertible preferred stock 4 5
-------- -------
NET INCOME AVAILABLE FOR COMMON $ 9,505 $ 7,861
======== =======
EARNINGS PER SHARE OF COMMON STOCK
BASED ON AVERAGE SHARES OUTSTANDING $ .88 $ .79
======== =======
CASH DIVIDENDS PER SHARE OF COMMON STOCK
BASED ON AVERAGE SHARES OUTSTANDING $ .19 $ .18
======== =======
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (IN THOUSANDS) 10,772 9,895
======== =======
</TABLE>
The notes to the consolidated financial statements are an integral part of this
statement.
-3-
<PAGE> 4
<TABLE>
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
A S S E T S
<CAPTION>
(Unaudited) (Unaudited)
March 31, December 31, March 31,
1994 1993 1993
-------- -------- --------
(Thousands of Dollars)
<S> <C> <C> <C>
UTILITY PLANT:
Plant in Service, at Cost $275,047 $272,571 $258,190
Less - Accumulated depreciation 73,326 70,629 64,910
-------- -------- --------
$201,721 $201,942 $193,280
OTHER PROPERTY, net 16,689 16,357 19,242
-------- -------- --------
$218,410 $218,299 $212,522
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments $ 1,734 $ 2,965 $ 2,368
Accounts receivables, less reserves
of $1,552 at March 31, 1994, $1,355
at December 31, 1993 and $1,271 at
March 31, 1993 56,248 31,708 38,342
Accrued utility revenue 11,488 17,674 11,010
Materials and supplies, at average cost 3,192 2,894 2,723
Gas in underground storage 9,219 31,146 7,237
Gas charges, recoverable from customers 11,477 15,970 4,014
Other current assets 8,896 9,862 7,806
-------- -------- --------
$102,254 $112,219 $ 73,500
-------- -------- --------
DEFERRED CHARGES:
Unamortized debt expense $ 5,879 $ 5,840 $ 4,846
Deferred gas charges, recoverable
from customers 1,171 1,474 1,258
Other 12,506 10,454 7,170
-------- -------- --------
$ 19,556 $ 17,768 $ 13,274
-------- -------- --------
$340,220 $348,286 $299,296
======== ======== ========
</TABLE>
The notes to the consolidated financial statements are an integral part of this
statement.
-4-
<PAGE> 5
<TABLE>
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
STOCKHOLDERS' INVESTMENT AND LIABILITIES
<CAPTION>
(Unaudited) (Unaudited)
March 31, December 31, March 31,
1994 1993 1993
-------- -------- --------
(Thousands of Dollars)
<S> <C> <C> <C>
STOCKHOLDERS' INVESTMENT
Common stock equity
Common stock - $1 par value;
20,000,000 shares authorized;
10,507,607, 9,680,376 and
9,007,647 shares outstanding,
respectively $ 10,508 $ 9,680 $ 9,008
Capital surplus - common stock 80,304 64,212 59,975
Retained earnings 21,109 13,691 17,619
Capital stock expense (2,524) (1,926) (1,926)
Unearned compensation - ESOT -- -- (24)
-------- -------- --------
$109,397 $ 85,657 $ 84,652
-------- -------- --------
Preferred stock equity and surplus -
Convertible preferred stock -
$1 par value; 500,000 shares
authorized; each convertible
to 4.11 common shares $ 8 $ 8 $ 8
Capital surplus 182 182 201
-------- -------- --------
$ 190 $ 190 $ 209
-------- -------- --------
Total stockholders' investment $109,587 $ 85,847 $ 84,861
-------- -------- --------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARY -
$100 par value (redemption price
$105 per share); 50,000 shares
authorized issuable in series;
31,000 shares outstanding $ 3,100 $ 3,100 $ 3,100
-------- -------- --------
LONG-TERM DEBT $ 79,570 $ 97,884 $101,439
-------- -------- --------
CURRENT LIABILITIES
Notes payable to banks $ 44,350 $ 52,342 $ 27,875
Current maturities of long-term debt 3,665 19,138 856
Accounts payable 38,829 30,053 22,532
Customer advance payments 2,156 6,804 2,493
Accrued taxes 6,072 262 8,812
Accrued interest 1,199 1,855 1,611
Accumulated deferred income taxes 139 201 1,087
Amounts payable to customers 1,582 1,089 1,095
Other 5,252 6,571 6,974
-------- -------- --------
$103,244 $118,315 $ 73,335
-------- -------- --------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes $ 16,744 $ 16,102 $ 13,595
Unamortized investment tax credit 3,517 3,584 3,784
Deferred gas costs payable to suppliers 1,224 1,479 1,085
Customer advances for construction 7,727 7,806 6,671
Other 15,507 14,169 11,426
-------- -------- --------
$ 44,719 $ 43,140 $ 36,561
-------- -------- --------
$340,220 $348,286 $299,296
======== ======== ========
</TABLE>
The notes to the consolidated financial statements are an integral part of this
statement.
-5-
<PAGE> 6
<TABLE>
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Thousands of Dollars)
<CAPTION>
Three Months Ended
March 31,
--------------------
1994 1993
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $116,486 $ 92,106
Cash paid for payrolls and to suppliers (83,140) (58,201)
Interest paid (3,297) (3,140)
Income taxes paid -- (200)
Taxes other than income taxes paid (796) (740)
Other cash receipts and payments, net 400 859
-------- --------
NET CASH FROM OPERATING ACTIVITIES $ 29,653 $ 30,684
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Natural gas distribution property additions $ (2,548) $ (2,423)
Interest in other natural gas related property (32) (1,021)
Other property additions (690) (35)
Property retirement costs net of proceeds (22) --
-------- --------
NET CASH FROM INVESTING ACTIVITIES $ (3,292) $ (3,479)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock $ 16,324 $ 1,055
Net change in notes payable to banks (7,992) (25,225)
Repayment of long-term debt (33,787) (272)
Payment of dividends (2,137) (1,840)
-------- --------
NET CASH FROM FINANCING ACTIVITIES $(27,592) $(26,282)
-------- --------
NET INCREASE (DECREASE) IN CASH AND
TEMPORARY CASH INVESTMENTS $ (1,231) $ 923
-------- --------
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of Period $ 2,965 $ 1,445
-------- --------
End of Period $ 1,734 $ 2,368
======== ========
RECONCILIATION OF NET INCOME TO
NET CASH FROM OPERATING ACTIVITIES
Net income available for common stock $ 9,505 $ 7,861
Adjustments to reconcile net income to net cash
from operating activity
Depreciation 2,920 3,123
Deferred taxes and ITC 513 (755)
Equity (income) loss, net of distributions (41) 770
Accounts receivable (24,540) (5,781)
Accrued utility revenue 6,186 5,521
Materials and supplies and gas in
underground storage 21,629 23,057
Gas charges, recoverable from customers 4,493 834
Other current assets 966 (1,374)
Accounts payable 8,776 (3,439)
Customer advances and amounts payable to customers (4,234) (4,108)
Accrued taxes 5,810 5,188
Other, net (2,330) (213)
-------- --------
NET CASH FROM OPERATING ACTIVITIES $ 29,653 $ 30,684
======== ========
</TABLE>
The notes to the consolidated financial statements are an integral part of this
statement.
-6-
<PAGE> 7
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) SIGNIFICANT ACCOUNTING POLICIES
Under the rules and regulations of the Securities and Exchange Commission
for Form 10-Q Quarterly Reports, certain footnotes and other financial
statement information normally included in Southeastern Michigan Gas
Enterprises, Inc.'s (the Company's) year-end financial statements have been
condensed or omitted in the accompanying unaudited financial statements. These
financial statements prepared by the Company should be read in conjunction with
the financial statements and notes thereto included in the Company's 1993
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The information in the accompanying financial statements reflects, in the
opinion of the Company's management, all adjustments (which include only normal
recurring adjustments) necessary for a fair statement of the information shown,
subject to year-end and other adjustments, as later information may require.
(2) REGULATORY MATTERS
At March 31, 1994, the Company had a total of $1,016,000 in remaining
take-or-pay liabilities. These costs are substantially recoverable from
ratepayers. The Company does not anticipate additional take-or-pay
assessments.
At March 31, 1994, the Company had $1,632,000 of remaining direct-billed
liabilities related to Federal Energy Regulatory Commission Order 636. The
Company does not anticipate any significant additional direct billings. As
with take-or-pay costs, the Company expects Order 636 costs will be recoverable
from ratepayers.
In March 1994, the Michigan Public Service Commission issued securities
orders U-10509 and U-10510 authorizing Southeastern Michigan Gas Company
(Southeastern) and Michigan Gas Company (Michigan Gas) to issue up to
$23,000,000 and $31,000,000, respectively, of long-term debt securities to the
Company.
This debt may be used to replace certain long-term and short-term debt
currently owed to the Company and, in Southeastern's case, may be used to
replace certain First Mortgage Bonds outstanding.
(3) CAPITALIZATION
Common Stock Equity
- - -------------------
On April 19, 1994, the Company's Board of Directors declared a regular
quarterly cash dividend on common stock of $.20 per share. In addition, the
Board declared a 5% common stock dividend. Both dividends are payable on
May 15 to shareholders of record on May 5. Earnings per common share, cash
dividends per common share and weighted average number of shares outstanding
give retroactive effect for all periods presented to the 5% stock dividends in
May 1994 and 1993.
-7-
<PAGE> 8
In February 1994, the Company paid a quarterly cash dividend of $.20 per
share to its common shareholders. Of the total dividend of $2,088,000,
$759,000 was reinvested by shareholders into common stock through participation
in the Dividend Reinvestment and Common Stock Purchase Plan. This portion of
the first quarter dividend and shareholders' optional cash payments of
$841,000, resulted in 79,731 new shares issued to existing shareholders during
the quarter.
In January 1994, the Company issued 747,500 shares of common stock
pursuant to a shelf registration. Net proceeds of approximately $14,724,000
were used to reduce notes payable to banks incurred to finance the Company's
ongoing capital expenditure program and for general corporate purposes.
Long-Term Debt
- - --------------
In February 1994, the Company called, at 104.5% of face value, the
remaining $21,169,000 of its 10% debentures due 2007 and $12,518,000 of its 10%
debentures due 2008. While the Company plans to issue long-term debt
securities at a lower interest rate to refinance these debentures, short-term
lines of credit are being used to fund the call until new securities can be
issued.
4. COMMITMENTS AND CONTINGENCIES
Guarantees. SEMCO Arkansas Pipeline Company, a wholly-owned subsidiary of
SEMCO, has a 31.67% interest in a partnership which operates the NOARK Pipeline
System (NOARK). NOARK is a 302-mile intrastate natural gas pipeline,
originating in northwest Arkansas and extending northeast across the state.
The pipeline became operational during the third quarter of 1992.
The Company, SEMCO Arkansas Pipeline Company and SEMCO have guaranteed 40%
of the principal and interest payments on up to $93,000,000 of debt used to
finance the pipeline. Of the total, $63,000,000 is pursuant to a long-term
arrangement requiring annual principal payments of approximately $3,150,000
together with interest on the unpaid balance. This arrangement matures in 2009
and has a fixed interest rate of 9.7375%. The remaining debt of $30,000,000 is
pursuant to a credit agreement which currently terminates January 1997. Under
the terms of the credit agreement, NOARK may request, on an annual basis, a one
year extension of the then-effective terminate date. At March 31, 1994, NOARK
had $25,300,000 outstanding under the agreement with interest payments at a
variable interest rate.
NOARK has entered into an interest rate swap relating to a notional amount
of $40,000,000. Pursuant to the swap, NOARK will receive interest payments at
5% per annum on $40,000,000 and make interest payments on $40,000,000 at a rate
equal to six-month LIBOR. The Company has guaranteed 40% of the payments due
pursuant to this swap.
In December 1993, Vesta Energy Corporation (Vesta), a firm shipper on
NOARK, filed a complaint in the Federal District Court for the Northern
District of Oklahoma against seven defendants, including NOARK. Vesta seeks
actual damages on several theories in an aggregate amount exceeding $1,000,000,
seeks punitive damages in excess of $1,000,000 and seeks to rescind its
contracts with certain defendants, including its contract with NOARK. Neither
the Company nor any of its subsidiaries is a party to the suit.
-8-
<PAGE> 9
Under the terms of Vesta's contract with NOARK, Vesta is obligated to pay
a demand fee of approximately 19.3 cents per Mcf on 50,000 Mcf per day and
approximately 9.2 cents per Mcf for volumes actually transported on the NOARK
system. This contract is set to expire in 1997.
On January 1, 1994, Vesta discontinued shipments of gas pursuant to its
contract with NOARK and ceased payment of the demand fee. An affiliate of
Southwestern Energy Pipeline Company, a NOARK general partner, which was
providing approximately 25,000 Mcf per day of the gas transported by Vesta over
the NOARK system, has been shipping those volumes over the system at the full
firm rate, generating NOARK revenues of approximately $210,000 per month. In
February 1994, the defendants, including NOARK, filed a motion for dismissal of
Vesta's claim due to lack of Federal jurisdiction in the Oklahoma court. In
addition, NOARK and certain other defendants filed separate claims in Arkansas
against Vesta for breach of contract. As these circumstances continue, the
loss of revenues to NOARK reduces the Company's net income by approximately
$35,000 per month and reduces NOARK's cash flows available for debt service.
To the extent NOARK's operating cash flows are insufficient to meet debt
service, NOARK may draw on its available line of credit, require an equity
contribution or a loan from its partners, or a combination thereof. If the
above circumstances continue, the Company estimates these circumstances could
result in a related cash outflow of approximately $1,000,000 from the Company
in 1994.
The Company expects to ultimately recover the remaining cost of its
investment in NOARK over the life of the project.
-9-
<PAGE> 10
PART I - FINANCIAL INFORMATION - (Continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS
The Company reported net income available for common of $9,505,000 ($.88
per share) for the first quarter of 1994, compared to $7,861,000 ($.79 per
share) for the same period in 1993. Due to the seasonality of the Company's
primary business of natural gas distribution, a substantial portion of the
annual results of operations is earned during the first quarter of the fiscal
year. However, these interim results are not necessarily indicative of the
results of operations for the full fiscal year ending December 31, 1994.
A comparison of quarterly revenues, margins and system throughput follows.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1 9 9 4 1 9 9 3
------- -------
(in thousands of dollars)
<S> <C> <C>
Operating Revenue
Gas Sales
Residential $55,555 $47,873
Commercial 27,181 24,006
Industrial 6,318 5,888
------- -------
$89,054 $77,767
Cost of Gas Sold 63,967 55,053
------- -------
Gross Margin $25,087 $22,714
======= =======
Gas Marketing $40,716 $16,248
Cost of Gas Marketed 39,639 15,124
------- -------
Gross Margin $ 1,077 $ 1,124
======= =======
Transportation $ 3,383 $ 3,508
======= =======
Other Revenues $ 1,635 $ 1,632
======= =======
<CAPTION>
(in millions of cubic feet)
<S> <C> <C>
Gas Volumes
Gas Sales
Residential 11,736 10,364
Commercial 6,042 5,449
Industrial 1,536 1,413
------- -------
19,314 17,226
======= =======
Gas Marketing 15,566 7,864
======= =======
Gas Transported 5,985 5,658
======= =======
Degree Days - Actual 3,715 3,369
Gas Sales Customers - Average 215,563 209,706
</TABLE>
-10-
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. - (Continued)
Net income for the first quarter of 1994 increased $1,644,000 compared to
the same period last year.
Gross margin on gas sales increased by $2,373,000 as gas volumes sold for
the three month period ended March 31, 1994 increased 12.1% over the same
period in 1993. The increased volumes were primarily due to the impact of
colder temperatures and customer additions on volumes sold. Temperatures
during the first quarter of 1994 were 10% colder than the same period in 1993
and the average number of gas sales customers in 1994 increased by over 5,000
from the 1993 level.
Natural gas volumes marketed for the first quarter of 1994 increased by
97.9% over the same period in 1993 while gas marketing margins declined by
$47,000. The price of alternate fuels, seasonal patterns and competition in
the industry contribute to the fluctuation in margins per unit of gas marketed
and the volumes marketed.
For the three months ended March 31, 1994, income taxes increased
$1,427,000, or 39.6%, over the same period in 1993 due primarily to higher
pre-tax earnings.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows from operating activities for the first quarter of 1994 were
$29,653,000. The most significant source of funds resulted from the withdrawal
and sale of storage gas to meet heating season demand.
Financing activities used $27,592,000 in funds during the first quarter of
1994. While $16,324,000 was provided through the February 1994 sale of 747,500
shares of common stock and additional sales through the Dividend Reinvestment
and Common Stock Purchase Plan (DRIP), the Company used $33,787,000 and
$7,992,000 to call 10% debentures and pay down notes payable to banks,
respectively.
Net cash used for investing activities was $3,292,000. The following
table identifies capital expenditures by line of business for the three months
ended March 31, 1994 and 1993 (in thousands of dollars):
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Natural Gas Distribution $2,548 $2,423
Transmission, Gathering and Storage 32 1,021
Other 690 35
------ ------
$3,270 $3,479
====== ======
</TABLE>
The $2,548,000 expended for natural gas distribution was primarily for
installation of services and mains for new customers and the normal replacement
of distribution services and mains.
The Company anticipates spending approximately $19.9 million in capital
expenditures during the remainder of 1994. These estimated amounts will
primarily relate to customer additions and system replacement in the gas
distribution operations.
-11-
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. - (Continued)
FUTURE FINANCING SOURCES
The remainder of the Company's operating cash flow needs as well as
dividend payments and capital expenditures for the balance of 1994 are expected
to be generated primarily through operating activities, short-term borrowings
and cash from the DRIP.
At March 31, 1994, the Company had $30.5 million in unused lines of
credit. Cash inflows from a reduction in receivables from the heating season
sales will provide the Company with funds during the second quarter of the
year. In addition, the Company plans to issue long-term debt instruments to
reduce short-term lines of credit incurred in calling the 10% debentures.
-12-
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
Retained earnings were available for payment of dividends on
preferred and common stock at March 31, 1994, as follows:
Total Retained Earnings - $21,109,000
Amount Available for Payment of Dividends - $21,109,000
Item 3. Not applicable.
Item 4. Not applicable.
Item 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) List of Exhibits - (See page 15 for the Exhibit Index.)
--Agreement to furnish Indenture of Mortgage and Deed of Trust dated
October 1, 1950 and supplements thereto.
--Agreement to furnish Credit agreement dated October 3, 1985, as
amended, between Enterprises and NBD Bank (National Bank of
Detroit).
--Trust Indenture dated September 1, 1987, between Enterprises and
Centerre Trust Company of St. Louis as Trustee.
--Trust Indenture dated December 1, 1987, between Enterprises and
Centerre Trust Company of St. Louis as Trustee.
--Trust Indenture dated December 15, 1988, between Enterprises and
Boatmen's Trust Company as Trustee.
--Trust Indenture dated April 1, 1992, between Enterprises and NBD
Bank, N.A. as Trustee.
--Guaranty Agreement dated October 10, 1991, relating to construction
financing of NOARK.
--Group A Employment Contract.
--Short-Term Incentive Plan.
(b) Reports on Form 8-K.
On January 11, 1994, the Company filed Form 8-K to report on the
lawsuit by Vesta Energy Corporation against NOARK Pipeline System and others.
-13-
<PAGE> 14
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.
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
(Registrant)
Dated: May 13, 1994
By: /s/Robert F. Caldwell
-----------------------------------------
Robert F. Caldwell, Executive Vice
President and Principal Accounting and
Financial Officer
-14-
<PAGE> 15
<TABLE>
EXHIBIT INDEX
Form 10-Q
First Quarter 1994
<CAPTION>
Filed
--------------------
Exhibit By
No. Description Herewith Reference
- - ------- ----------- -------- ---------
<S> <C> <C> <C>
2 Plan of Acquisition, etc. NA NA
4(a) Agreement to furnish Indenture of Mortgage and
Deed of Trust dated October 1, 1950 and
supplements thereto.(d) x
4(b) Agreement to furnish credit Agreement dated
October 3, 1985, between Enterprises and
NBD-Bank (National Bank of Detroit).(e) x
4(c) Trust Indenture dated September 1, 1987,
between Enterprises and Centerre Trust Company
of St. Louis as Trustee.(a) x
4(d) Trust Indenture dated December 1, 1987, between
Enterprises and Centerre Trust Company of
St. Louis as Trustee.(b) x
4(e) Trust Indenture dated December 15, 1988,
between Enterprises and Boatmen's Trust Company
as Trustee.(c) x
4(f) Trust Indenture dated April 1, 1992, between
Enterprises and NBD Bank, N.A. as Trustee.(g) x
10 Material Contracts.
10(a) Guaranty Agreement dated October 10, 1991,
relating to financing of NOARK.(f) x
10(b) Group A Employment Contract.(h) x
10(c) Short-Term Incentive Plan.(h) x
11 Statement re computation of per share earnings. NA NA
15 Letter re unaudited interim financial
information. NA NA
18 Letter re change in accounting principle. NA NA
19 Report furnished to security holders. NA NA
22 Published report regarding matters submitted
to a vote of security holders. NA NA
23 Consent of Independent Public Accountants. NA NA
24 Power of Attorney. NA NA
27 Financial Data Schedule. NA NA
99 Additional exhibits. NA NA
</TABLE>
Key to Exhibits Incorporated by Reference
(a) Filed with Enterprises' Registration Statement, Form S-2, No.
33-18979, filed December 10, 1987.
(b) Filed with Enterprises' Form 10-K for 1987, dated March 28, 1988,
File No. 0-8503.
(c) Filed with Enterprises' Form 10-K for 1988, dated March 30, 1989,
File No. 0-8503.
(d) Filed with Enterprises' Form 10-Q for the quarter ended June 30,
1989, File No. 0-8503.
(e) Filed with Enterprises' Form 10-Q for the quarter ended September 30,
1990, File No. 0-8503.
(f) Filed with Enterprises' Registration Statement, Form S-2, No.
33-46413, filed March 16, 1992.
(g) Filed with Enterprises' Form 10-Q for the quarter ended March 31,
1992, File No. 0-8503.
(h) Filed with Enterprises' Form 10-K for 1992, dated March 30, 1993,
File No. 0-8503.
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