<PAGE>
FORM U-3A-2
FILE NO. 69-143
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT BY HOLDING COMPANY CLAIMING
EXEMPTION UNDER U-3A-2 RULE FROM THE
PROVISIONS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
EASTERN GAS & WATER INVESTMENT COMPANY
OCEAN CITY, MARYLAND
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EASTERN GAS & WATER INVESTMENT COMPANY hereby files with the
Securities and Exchange Commission, pursuant to Rule 2, its
statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935.
In support of such claim for exemption the following
information is submitted:
1. The name of the claimant is Eastern Gas & Water
Investment Company, a corporation organized in the State
of Delaware, and located at Ocean City, Maryland. It is
a holding company, having totally owned subsidiaries as
follows:
(a) The Eastern Shore Gas Company (Maryland), a
corporation organized in the State of Maryland,
whose principal office is located at Ocean City,
Maryland. It is engaged in the retail, utility
distribution of propane to its customers.
(b) Eastern Shore Propane, a corporation organized in
the State of Delaware, whose principal office is
located at Ocean City, Maryland. It is engaged in
the retail sale of bottled propane to its
customers.
(c) The Chestertown Shorgas Company, a corporation
organized in the State of Maryland, whose principal
office was located at Chestertown, Maryland. It was
formerly engaged in the retail, utility
distribution of propane air gas to its customers.
This company is currently a shell corporation with
no business activity.
(d) Eastern Management Services, Inc., a Delaware
Corporation, whose principal office was located in
King of Prussia, Pennsylvania. It was formerly
engaged in management services to its affiliates.
This company is currently a shell corporation with
no business activity.
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(e) West Virginia Oil Gathering Corporation, a
corporation organized in the State of West
Virginia, whose principal office is located in
Eureka, West Virginia. It is engaged in truck and
pipeline operations.
2. The Eastern Shore Gas Company (Maryland) has plants in
Snow Hill, Berlin, Ocean City, West Ocean City and
Pocomoke City, Maryland, at which propane gas is stored
and then distributed and sold to its customers.
3. The following information is for the last calendar year
(i.e., December 31, 1999) with respect to claimant and
each of its subsidiary public utility companies:
(a) During the calendar year 1999, the Eastern Shore
Gas Company (Maryland) sold 608,313 M.C.F. to its
retail customers.
(b) None of the above mentioned subsidiaries
distributes any natural or manufactured gas at
retail outside of the state in which each company
is organized.
(c) None of the above mentioned subsidiaries sells
natural or manufactured gas at wholesale outside
the state in which each company is organized or at
the state line.
(d) None of the above mentioned subsidiaries purchases
natural or manufactured gas outside the state in
which each company is organized or at the state
line.
A consolidating statement of income and surplus of the
claimant and its subsidiary companies for the last
calendar year (i.e., calendar year ending December 31,
1999) together with a consolidating balance sheet of
claimant and its subsidiary companies as of the close of
such calendar year is attached hereto as Exhibit A.
4. a. through e. -- none of the subsidiaries qualify as an
EWG or as a foreign utility.
Exhibit C -- Not Applicable.
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The above named claimant has caused this statement to be duly
executed on its behalf by its authorized officers on this 23rd
day of February 2000.
EASTERN GAS & WATER INVESTMENT COMPANY
BY: Nicolette M. Martinelli
Treasurer
ATTEST:
Carolyn A. Park
Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
Nicolette M. Martinelli Treasurer
5 Radnor Corporate Center, Suite 400
Radnor, PA 19087
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EASTERN GAS & WATER INVESTMENT CO
FILE NO. 69-143
CONSOLIDATING INCOME STATEMENT
FOR THE YEAR ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
WEST
EASTERN EASTERN VIRGINIA
SHORE SHORE OIL
GAS PROPANE GATHERING EGWIC CONSOLIDATED
<S> <C> <C> <C> <C> <C>
REVENUE
GAS SALES 3,009,607 318,984 0 3,328,592
SERVICE INCOME 399,391 0 0 399,391
OTHER REVENUE 56,082 (4,817) 479,732 530,997
OIL GATHERING 0 0 2,103,185 2,103,185
------- ------- ------- -------- -------
3,465,080 314,167 2,582,917 0 6,362,164
EXPENSES
PRODUCTION EXPENSE 42,068 45,816 0 0 87,884
DISTRIBUTION EXPENSE 2,132,575 223,173 0 847 2,356,595
OPERATING EXENSES 0 0 1,604,718 0 1,604,718
DEPRECIATION 400,685 71,969 247,811 39,000 759,465
GENERAL & ADMINISTRATIVE 286,922 41,844 117,085 245 446,097
------- ------- ------- -------- -------
2,862,250 382,802 1,969,614 40,092 5,254,759
EARNINGS BEFORE TAXES 602,830 (68,635) 613,303 (40,092) 1,107,406
INTEREST EXPENSE 0 0 230,521 250,000 480,521
STATE INCOME TAX 0 (4,158) 34,735 32 30,608
FEDERAL INCOME TAX 212,916 (22,598) 122,158 (102,532) 209,944
------- ------- ------- -------- -------
NET INCOME 389,914 (41,878) 225,890 (187,592) 386,333
------- ------- ------- -------- -------
------- ------- ------- -------- -------
</TABLE>
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EASTERN GAS & WATER INVESTMENT CO
FILE NO. 69-143
PROPANE GAS SALES BY MONTH
FOR THE YEAR ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
EASTERN SHORE GAS EASTERN SHORE PROPANE
MONTH OF SALE SALES IN MCF SALES IN GALLONS
<S> <C> <C>
JANUARY 99 294,360 106,819
FEBRUARY 99 230,564 47,889
MARCH 99 271,766 77,494
APRIL 99 222,314 32,467
MAY 99 164,979 18,983
JUNE 99 143,954 19,318
JULY 99 169,224 14,559
AUGUST 99 174,975 9,840
SEPTEMBER 99 166,157 22,703
OCTOBER 99 152,350 39,100
NOVEMBER 99 165,002 34,596
DECEMBER 99 202,542 67,608
------------------ ------------------
TOTAL CCF/GALLONS 2,358,187 491,376
GALLON CONVERSION RATE ( multiply) 2.8169
SALES IN GALLONS 6,642,777 491,376
MCF CONVERSION RATE (divide) 10.92
SALES IN MCF - PROPANE GAS 608,313
</TABLE>
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EASTERN GAS & WATER INVESTMENT COMPANY
FILE NO. 69-143
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
WEST
EASTERN EASTERN VIRGINIA
SHORE SHORE OIL EMS &
GAS PROPANE GATHERING EGWIC CHESTERTOWN ELIMININATIONS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
PROPERTY, PLANT AND EQUIP 8,764,990 1,043,116 1,969,784 215,000 0 11,992,890
ACCUMULATED DEPRECIATION (3,021,439) (515,505) (575,639) (4,112,583)
AQUISITION ADJUSTMENT 230,000 1,570,959 1,800,959
AMORTIZATION AQUISITION ADJ (227,000) (586,305) (813,305)
--------- ------- --------- --------- ---- -------- ---------
NET PROP, PLANT & EQUIP. 5,743,551 530,611 1,394,145 1,199,654 0 0 8,867,961
CURRENT ASSETS:
CASH AND TEMP. INVESTMENTS (465,854) (3,085,968) 1,515,724 (391,828) 2 (2,427,924)
ACCOUNTS RECEIVABLE (3,035,583) 3,545,741 750,000 1,260,158
INVENTORIES 0 0
UNBILLED REVENUE 206,669 206,669
OTHER CURRENT ASSETS 7,823 7,823
--------- ------- --------- --------- ---- -------- ---------
TOTAL CURRENT ASSETS (3,294,768) 459,773 2,273,547 (391,828) 2 0 (953,273)
DEFERRED CHARGES 104,840 104,840
AMORTIZATION OF INTANGIBLES 0
INVESTMENTS 810,967 (810,867) 100
--------- ------- --------- --------- ---- -------- ---------
TOTAL ASSETS 2,448,783 990,385 3,772,532 1,618,793 2 (810,867) 8,019,627
--------- ------- --------- --------- ---- -------- ---------
--------- ------- --------- --------- ---- -------- ---------
</TABLE>
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EASTERN GAS & WATER INVESTMENT COMPANY
FILE NO. 69-143
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
EASTERN EASTERN W. VIRGINIA
SHORE SHORE OIL EMS &
LIABILITIES & EQUITY GAS PROPANE GATHERING EGWIC CHESTERTOWN ELIMININATIONS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
COMMON STOCK 7,500 200 100 8,744 2 7,802 8,744
PREFERRED STOCK 2,799,000 2,799,000
TREASURY STOCK (186,936) (186,936)
APIC 513,438 513,338 100
RETAINED EARNINGS 1,882,347 462,215 638,385 (1,271,857) 289,727 1,421,363
--------- ------- --------- --------- ----- ------- ---------
TOTAL STOCKHOLDERS' EQUITY 1,889,847 975,853 638,485 1,348,951 2 810,867 4,042,271
LONG TERM DEBT 0 0 2,470,017 0 2,470,017
CURRENT LIABILITIES:
CURRENT PORTION LONG TERM DEBT 0 0 359,996 0 359,996
ACCOUNTS PAYABLE 322,238 16,367 30,948 6,133 375,687
GAS ACCOUNT 164,999 (0) 164,999
OTHER ACCRUED LIABILTIES 37,177 25,463 189,068 71,089 322,796
TAXES ACCRUED: 0
PSC GROSS RECEIPTS TAX 8,792 8,792
FEDERAL INCOME TAX (5,918) (43,772) 100,083 (110,398) (60,005)
OTHER 11,983 (110) (16,066) (1,133) (5,326)
--------- ------- --------- --------- ----- ------- ---------
TOTAL CURRENT LIABILITIES 539,271 (2,052) 664,030 (34,309) 0 0 1,166,940
DEFERRED INCOME TAXES 19,664 16,584 304,151 340,399
--------- ------- --------- --------- ----- ------- ---------
TOTAL CAPITALIZATION & LIAB. 2,448,783 990,385 3,772,532 1,618,793 2 810,867 8,019,627
--------- ------- --------- --------- ----- ------- ---------
--------- ------- --------- --------- ----- ------- ---------
</TABLE>