U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
[ ] Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may
continue. See Instruction 1(b).
1. Name and Address of Reporting Person
Thomason Donald W.
(Last) (First) (Middle)
1105 Capital Avenue, S.W.
(Street)
Battle Creek Michigan 49015
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SEMCO Energy, Inc. -- SMGS
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
March 1999
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
-------------------------------
7. Individual or Joint/Group Filing (Check applicable line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
<CAPTION>
1. Title of 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
Security action action or Disposed of (D) Securities ship of In-
(Instr. 3) Date Code (Instr. 3, 4 and 5) Beneficially Form: direct
(Instr. -------------------------- Owned at Direct Bene-
(Month/ 8) (A) End of (D) or ficial
Day/ ---------- or Month Indirect Owner-
Year) Code V Amount (D) Price (Instr. 3 (I) ship
and 4) (Instr. 4) (Instr. 4)
- ---------------- -------------- ---- --- -------- --- ------- ------------------ ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 3,329.0805<F1> D
Common Stock 03/09/99 M<F2> 2,255.77 A $15.8125 2,255.77 I By Directors'
Deferred
Compensation
Account
<FN>
<F1>
Includes shares acquired through reinvestment of dividends through the Company's DRIP.
<F2>
On February 27, 1999, the Board of Directors of the Issuer voted unanimously to convert the phantom stock for all directors into
common stock to be held in a deferral account. All phantom stock units were converted on March 9, 1999. The closing trade price
on March 9, 1999 was used for valuation purposes only.
</FN>
</TABLE>
<TABLE>
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.
Title of Conver- Trans- Transac- Number of Deriv- Date Exer- Title and Price Number Owner- Nature
Deriva- sion or action tion Code ative Securities cisable and Amount of of of Deriv- ship of In-
tive Exercise Date (Instr. Acquired (A) or Expiration Underlying Deriv- ative Form direct
Security Price of (Month/ 8) Disposed of (D) Date Securities ative Secur- of De- Bene-
(Instr. Deriv- Day/ (Instr. 3, 4, (Month/Day/ (Instr. 3 Secur- ities rivative ficial
3) ative Year) and 5) Year) and 4) ity Bene- Secu- Own-
Security ---------- ------------------ --------------- --------------- (Instr. ficially ity: ership
5) Owned Direct (Instr.
Amount at End (D) or 4)
Date or of Indi-
Exer- Expir- Num- Month rect (I)
cis- ation Title ber of (Instr. (Instr.
Code V (A) (D) able Date Shares 4) 4)
- ---------- --------- --------- ----- ---- -------- -------- ------- ------- ------ -------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stock $15.625 March 1, A V 1,000 <F1> Mar. 1, Common 1,000 0 1,000 D
Option 1999 2009 Stock
Phantom
Stock 27.78 Common 27.78 $16.04 Next
Units 1-for-1 02/15/99 A V <F3> <F2> <F2> Stock <F3> <F3> Line D
Phantom
Stock 2,255.77 Common 2,255.77 -0-
Units 1-for-1 03/09/99 M<F4> <F4> <F2> <F2> Stock <F4> N/A <F4> D
<FN>
<F1>
The option vests in three equal annual installments beginning on March 1, 2000.
<F2>
The phantom stock units were accrued under the SEMCO Energy, Inc. directors deferred compensation and phantom stock purchase plan
and were to be settled 100% in cash upon the reporting person's retirement. However, the Board of Directors voted to convert all
phantom stock units into deferred compensation stock (see footnote 4 below).
<F3>
Phantom stock units acquired through reinvestment of phantom dividends through the SEMCO Energy, Inc. directors deferred
compensation and phantom stock purchase plan and pursuant to such plan are treated as though invested in the Company's DRIP.
<F4>
On February 27, 1999, the Board of Directors of the Issuer voted unanimously to convert the phantom stock for all directors into
common stock to be held in a deferral account. All phantom stock units were converted on March 9, 1999.
</FN>
</TABLE>
Explanation of Responses:
See footnotes above.
Donald W. Thomason April 2, 1999
-------------------------- -----------------
**Signature of Date
Reporting Person
**Intentional misstatements or
omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a).
