<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 for the fiscal year ended July 31, 1994
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 for the transition period from to
Commission file number: 1-7951
A. Full title of the plans and the address of the plans, if
different from that of the issuer named below:
Wisconsin Gas Company Employees' Savings Plan
Wisconsin Gas Company Local 1 Savings Plan
Wisconsin Gas Company Local 6-18 Savings Plan
Wisconsin Gas Company Employee Stock Ownership Plan
B. Name of issuer of the securities held pursuant to the
plans and the address of its principal executive office:
WICOR, Inc.
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202<PAGE>
<PAGE> 2
Financial Statements and Exhibits:
- ---------------------------------
(a) Financial Statements:
Wisconsin Gas Company Employees' Savings Plan
Report of Independent Public Accountants.
Statements of Financial Position as of July 31, 1994 and 1993.
Statements of Changes in Participants' Equity for the Years
Ended July 31, 1994 and 1993.
Notes to Financial Statements.
Wisconsin Gas Company Local 1 Savings Plan
Report of Independent Public Accountants.
Statements of Financial Position as of July 31, 1994 and 1993.
Statements of Changes in Participants' Equity for the Years
Ended July 31, 1994 and 1993.
Notes to Financial Statements.
Wisconsin Gas Company Local 6-18 Savings Plan
Report of Independent Public Accountants.
Statements of Financial Position as of July 31, 1994 and 1993.
Statements of Changes in Participants' Equity for the Years
Ended July 31, 1994 and 1993.
Notes to Financial Statements.
Wisconsin Gas Company Employee Stock Ownership Plan
Report of Independent Public Accountants.
Statements of Financial Position as of July 31, 1994 and 1993.
Statements of Changes in Participants' Equity for the Years
Ended July 31, 1994 and 1993.
Notes to Financial Statements.
(b) Exhibits:
23 Consent of Independent Public Accountants<PAGE>
<PAGE> 3
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS AS OF
July 31, 1994 AND 1993
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS<PAGE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Wisconsin Gas Company and the
Wisconsin Gas Company Employee
Benefit Plans Committee:
We have audited the accompanying statements of financial position
of the Wisconsin Gas Company Employees' Savings Plan as of July 31, 1994
and 1993, and the related statements of changes in participants' equity
for the years then ended. These financial statements are the
responsibility of Wisconsin Gas Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Wisconsin Gas Company Employees' Savings Plan as of July 31, 1994 and
1993, and the changes in participants' equity for the years then ended,
in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
September 30, 1994.<PAGE>
<PAGE> 5
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1994
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN MASTER
TRUST (Note 4)............... $ 33,985 $ 12,094 $ 10,747 $ 1,776 $ 9,368 $ -
OTHER ASSETS (LIABILITIES):
Loan receivable (Note 3)..... 708 - - - - 708
Receivable from Wisconsin
Gas Company................ 175 40 82 11 42 -
Other assets (liabilities)... 2 1 1 - - -
--------- ---------- ---------- ---------- ---------- --------
Participants' Equity...... $ 34,870 $ 12,135 $ 10,830 $ 1,787 $ 9,410 $ 708
========= ========== ========== ========== ========== ========
</TABLE>
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1993
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN MASTER
TRUST (Note 4)............... $ 41,784 $ 14,196 $ 11,993 $ 2,486 $ 13,109 $ -
OTHER ASSETS (LIABILITIES):
Loan receivable (Note 3)..... 475 - - - - 475
Receivable from Wisconsin
Gas Company................ 207 45 88 21 53 -
Other assets (liabilities)... (85) (89) 1 - 3 -
--------- ---------- ---------- ---------- ---------- --------
Participants' Equity...... $ 42,381 $ 14,152 $ 12,082 $ 2,507 $ 13,165 $ 475
========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 6
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1994
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
----------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year....... $ 42,381 $ 14,152 $ 12,082 $ 2,507 $ 13,165 $ 475
----------- ---------- ---------- ---------- ---------- --------
INCREASES:
Participants' deposits
(Note 3).................. 2,043 466 920 150 507 -
Interplan transfers
(Note 5).................. 46 19 7 3 17 -
Net investment income
of master trust........... 1,736 261 811 6 658 -
Interfund transfers......... - 499 208 (82) (625) -
Loan repayments by
participants (Note 3)..... - 33 53 13 42 (141)
----------- ---------- ---------- ---------- ---------- --------
Total net increases.... 3,825 1,278 1,999 90 599 (141)
----------- ---------- ---------- ---------- ---------- --------
DECREASES:
Withdrawals by participants
(Note 5).................. 145 9 54 21 61 -
Distributions to terminated
participants (Note 5)..... 11,191 3,202 3,094 755 4,128 12
Loans issued to
participants (Note 3)..... - 84 103 34 165 (386)
----------- ---------- ---------- ---------- ---------- --------
Total net decreases..... 11,336 3,295 3,251 810 4,354 (374)
----------- ---------- ---------- ---------- ---------- --------
PARTICIPANTS' EQUITY -
End of the year............ $ 34,870 $ 12,135 $ 10,830 $ 1,787 $ 9,410 $ 708
=========== ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 7
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1993
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
----------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year....... $ 38,032 $ 11,202 $ 10,452 $ 2,329 $ 14,049 $ -
----------- ---------- ---------- ---------- ---------- --------
INCREASES:
Participants' deposits
(Note 3).................. 2,008 304 891 167 646 -
Interplan transfers
(Note 5).................. 109 25 8 4 72 -
Net investment income
of master trust........... 5,521 3,083 1,357 188 893 -
Interfund transfers......... - 452 (167) (5) (280) -
Loan repayments by
participants (Note 3)..... - 14 13 8 4 (39)
----------- ---------- ---------- ---------- ---------- --------
Total net increases.... 7,638 3,878 2,102 362 1,335 (39)
----------- ---------- ---------- ---------- ---------- --------
DECREASES:
Withdrawals by participants
(Note 5).................. 102 19 34 11 38 -
Distributions to terminated
participants (Note 5)..... 3,187 808 309 126 1,944 -
Loans issued to
participants (Note 3)..... - 101 129 47 237 (514)
----------- ---------- ---------- ---------- ---------- --------
Total net decreases..... 3,289 928 472 184 2,219 (514)
----------- ---------- ---------- ---------- ---------- --------
PARTICIPANTS' EQUITY -
End of the year............ $ 42,381 $ 14,152 $ 12,082 $ 2,507 $ 13,165 $ 475
=========== ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 8
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
1. DESCRIPTION OF THE PLAN AND TRUST
The Wisconsin Gas Company Employees' Savings Plan (the "Plan"),
a plan for non-union employees, was amended and restated on
November 1, 1991, to incorporate a leveraged Employee Stock Ownership
Plan (ESOP) with respect to the matching Employer contributions and
to incorporate the 1989 changes made necessary by the Tax Reform Act
of 1986 and subsequent legislative and regulatory developments.
For reporting and filing purposes of the Internal Revenue Service
and the Department of Labor, the Plan is presented as two plans: 1)
a cash or deferred profit sharing plan pursuant to Code Section 401(k)
consisting of the Savings Subaccounts and Tax Deferral Subaccounts and
2) an employee stock ownership plan pursuant to Code Sections 409 and
4975, consisting of the ESOP Subaccounts containing employer
contributions made after November 1, 1991 and loans used to acquire
shares of WICOR, Inc. common stock and financed shares.
Participants' deposits and Company contributions are made to the
Wisconsin Gas Company Employees' Savings Plan Trust (the "Trust"),
maintained by CITIBANK, N.A. (the "Trustee"). Funds are then invested
according to the investment options selected by the participants, and
managed in a manner consistent with the requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Deposits from the Plan along with the deposits from the Wisconsin
Gas Company Local 1 Savings Plan and the Wisconsin Gas Company Local
6-18 Savings Plan are commingled in the Trust maintained by the
Trustee.
Allocation of assets to each of the plans participating in the
Trust and to each participant in the Plan is based upon each
participant's account value on the valuation date. Allocation of net
investment plan income items of the master trust (investment income,
net gain or loss on investments sold or distributed and unrealized
appreciation (depreciation) in market value of investment assets) is
based on equity totals for each plan.
2. ACCOUNTING POLICIES
Wisconsin Gas Company (the "Company") is a wholly-owned
subsidiary of WICOR, Inc. Plan financial statements are maintained
on the accrual basis of accounting. Investments are stated at current
market value. The absorption of administrative expenses of the Plan
by the Company and investment in WICOR, Inc. common stock are not
considered prohibited transactions by statutory exemptions under ERISA
regulations.<PAGE>
<PAGE> 9
3. INVESTMENT PROGRAMS
Upon enrollment or re-enrollment, each participant in the Plan
has the following payroll deduction deposit options based on the
participant's defined compensation:
Tax Deferred: 2% - 10% of compensation not to exceed $8,994
through 1993 and $9,240 through 1994.
Non-Tax Deferred: 2% - 6% of additional compensation.
Participants' deposits for any calendar month shall be the basis
for the allocation of Employer contributions to the participants' ESOP
subaccounts on the ratio of a $1.25 matching allocation for each $1.00
of deposits. Employer contributions for any month shall not exceed
5% of employee compensation.
The participants' deposits are paid monthly to the Trustee who
invests the deposits within prescribed limitations into one or more
of the following investment funds as directed (in whole percentages)
by the participant:
A WICOR, Inc. Stock Fund consisting of WICOR, Inc. common stock
purchased in the open market. This fund includes employer
contributions made through October 31, 1991 and may include
participants' deposits.
An Equities Fund consisting of common stock and other forms of
equity stocks and investments in common, pooled, diversified
or consolidated funds, selected by the Trustee within
prescribed limitations. Investment in WICOR, Inc. or its
subsidiaries' stock is expressly excluded.
A Senior Securities Fund consisting of corporate, municipal or
U.S. Government bonds, debentures, notes, certificates and
any other similar evidences of indebtedness, excluding any
securities issued by WICOR, Inc. or its subsidiaries.
A Fixed Income Fund consisting of one or more guaranteed income
funding agreements with a designated insurance company or
companies.
In addition to the investment options described above, the
Trustee may at its discretion temporarily invest any part of the
amounts allocated to any fund either in short-term investments or in
any common, pooled, diversified or consolidated fund within
limitations specified in the Trust Agreement.
Effective March 1, 1993, the Plan was amended to provide for
participant loans from their respective accounts in the Plan. Each
request for a loan must be by written application to the Loan
Administrator ("Administrator") and shall be evidenced by a signed
note payable to the Trustee. Each note shall be stated in twelve
month increments, not to exceed five years and shall be limited to 50%
of the participant account balance or $50,000, whichever is lesser.
Loan applicants are required to authorize payroll withholding for the
total amount of the loan plus reasonable interest as established by
the Administrator. The amount of principal and interest repaid by a
participant shall be credited to such participant's account as each
repayment is made.<PAGE>
<PAGE> 10
In the event that the participant fails to become current in
installment payments during a consecutive 60-day period and the
Administrator elects to treat such failure as a default, after a 30-
day grace period, the unpaid balance with interest due shall be
charged to the participant's account.
A Loan Fund, consisting of loans made from participants'
accounts, was created to account for loan activity. Upon application
of a participant, the Administrator, may direct the Trustee to make
a loan out of the participant's specific account. Participant loans
will reduce participant investment funds. There are restrictions as
to the amounts and number of loans a participant may have. Loans and
interest must be repaid in equal installments in accordance with rules
established by the Administrator.
No participant or beneficiary shall have the right to transfer or
encumber any part of his/her benefits under the Plan prior to their
eligible receipt. The Trustee may recognize a qualified domestic
relations order with respect to child support, alimony payments or
marital property rights. Such an order may permit distribution to an
alternative payee prior to the time a participant would normally be
eligible to receive benefits.
4. INVESTMENTS
The Plan is a participant in the Trust along with the Wisconsin
Gas Company Local 1 Savings Plan, the Wisconsin Gas Company Local 6-18
Savings Plan and the Wisconsin Gas Company Employee Stock Ownership
Plan.
The Trust investments are stated at fair market value as
determined by the Trustee by reference to published market data.
Furthermore, the assets of the Plan are commingled and are not
segregated in accounts of the Trust. The market value of the assets
are as follows:
<TABLE>
<CAPTION>
July 31,
----------------------
1994 1993
---------- ----------
(Dollars in Thousands)
<S> <C> <C>
Common Stock-
WICOR, Inc. $ 26,727 $ 29,373
Common stock fund 13,528 14,011
Corporate debt securities 2,365 3,033
Short-term investments 669 3,541
Insurance contracts 12,098 13,308
---------- ----------
$ 55,387 $ 63,266
========== ==========
</TABLE>
The Trustee has determined that the percentage of the Plan's
assets to the total assets of the Trust are 61.4% and 66.0% for 1994
and 1993, respectively. At July 31, 1994 and 1993, the Trust held
5.4% and 6.0%, respectively, of the total WICOR, Inc. common shares
outstanding.<PAGE>
<PAGE> 11
5. ELIGIBILITY, VESTING AND WITHDRAWALS
To be eligible to participate in the Plan, a non-union employee
must be at least 21 years of age and complete one year of service with
the Company. An employee may enroll on the first day of the month
immediately following the month he or she meets the eligibility
requirements or on any subsequent March 1, June 1, September 1 or
December 1. As of July 31, 1994, the Plan had 624 participants.
Each participant's account is fully vested and non-forfeitable.
Participants can withdraw every two years the lesser of (1) the
value of their non-tax deferred deposits, or (2) the amount of non-tax
deferred deposits they have contributed. Tax-deferred deposits can
also be withdrawn, but only if the participants have reached age 55
or can demonstrate a verifiable "hardship" as defined in the Plan.
Distributions from the WICOR, Inc. Stock Fund can be made in cash or
in stock.
Upon termination of employment from the Company, the participant
receives amounts equal to the current market value of the participant
account balance. A terminating participant has the option of
deferring the receipt of their participant balance to no later than
March 1 of the calendar year following the Participant's attainment
of age 65.
6. TRANSFERS
If a participant transfers to a position eligible for the
Wisconsin Gas Company Local 1 Savings Plan or the Wisconsin Gas
Company Local 6-18 Savings Plan, the participants account shall be
transferred to that Plan.
7. VOLUNTARY RETIREMENT PLAN
In January 1994, the Company offered a voluntary early retirement
incentive plan to 80 employees within the Plan age 55 and over. A
total of 54 employees within the Plan received a retirement payout
during the year.
8. INCOME TAX STATUS
The Plan has received a determination letter dated November 3,
1986 which qualifies the Plan as tax exempt under Section 401 of the
Internal Revenue Code of 1986, as amended. Amounts are not taxed to
the employee until a distribution from the Plan is received. In
management's opinion, the Plan remains tax exempt after amendments
made since the most recent determination letter from the Internal
Revenue Service.<PAGE>
<PAGE> 12
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
FINANCIAL STATEMENTS AS OF
July 31, 1994 AND 1993
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
<PAGE> 13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Wisconsin Gas Company and the
Wisconsin Gas Company Employee
Benefit Plans Committee:
We have audited the accompanying statements of financial position of
the Wisconsin Gas Company Local 1 Savings Plan as of July 31, 1994 and
1993, and the related statements of changes in participants' equity for the
years then ended. These financial statements are the responsibility of
Wisconsin Gas Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Wisconsin
Gas Company Local 1 Savings Plan as of July 31, 1994 and 1993, and the
changes in participants' equity for the years then ended, in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
September 30, 1994.<PAGE>
<PAGE> 14
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1994
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN MASTER
TRUST (Note 4)............... $ 3,718 $ 1,159 $ 1,126 $ 223 $ 1,210 $ -
OTHER ASSETS (LIABILITIES):
Loan receivable (Note 3)..... 206 - - - - 206
Receivable from Wisconsin
Gas Company................ 69 25 23 3 18 -
--------- ---------- ---------- ---------- ---------- --------
Participants' Equity...... $ 3,993 $ 1,184 $ 1,149 $ 226 $ 1,228 $ 206
========= ========== ========== ========== ========== ========
</TABLE>
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1993
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN MASTER
TRUST (Note 4)............... $ 3,409 $ 998 $ 970 $ 246 $ 1,195 $ -
OTHER ASSETS (LIABILITIES):
Loan receivable (Note 3)..... 110 - - - - 110
Receivable from Wisconsin
Gas Company................ 78 34 22 4 18 -
Other assets (liabilities)... (6) (6) - - - -
--------- ---------- ---------- ---------- ---------- --------
Participants' Equity...... $ 3,591 $ 1,026 $ 992 $ 250 $ 1,213 $ 110
========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 15
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1994
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year........ $ 3,591 $ 1,026 $ 992 $ 250 $ 1,213 $ 110
--------- ---------- ---------- ---------- ---------- --------
INCREASES:
Participants' deposits
(Note 3)................... 708 279 219 46 164 -
Net investment income of
master trust............... 176 41 67 - 68 -
Interfund transfers.......... - (5) (3) 21 (13) -
Loan repayments by
participants (Note 3)...... - 21 19 4 18 (62)
--------- ---------- ---------- ---------- ---------- --------
Total net increases...... 884 336 302 71 237 (62)
--------- ---------- ---------- ---------- ---------- --------
DECREASES:
Withdrawals by participants
(Note 5)................... 26 10 7 - 9 -
Distributions to terminated
participants (Note 5)...... 410 105 94 83 128 -
Interplan transfers (Note 6). 46 19 7 3 17 -
Loans issued to
participants (Note 3)...... - 44 37 9 68 (158)
--------- ---------- ---------- ---------- ---------- --------
Total net decreases...... 482 178 145 95 222 (158)
--------- ---------- ---------- ---------- ---------- --------
PARTICIPANTS' EQUITY -
End of the year.............. $ 3,993 $ 1,184 $ 1,149 $ 226 $ 1,228 $ 206
========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 16
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1993
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year........ $ 2,787 $ 602 $ 774 $ 202 $ 1,209 $ -
--------- ---------- ---------- ---------- ---------- --------
INCREASES:
Participants' deposits
(Note 3)................... 657 179 221 53 204 -
Net investment income of
master trust............... 388 181 77 20 110 -
Interfund transfers.......... - 114 (45) (7) (62) -
Loan repayments by
participants (Note 3)...... - 3 1 3 6 (13)
--------- ---------- ---------- ---------- ---------- --------
Total net increases...... 1,045 477 254 69 258 (13)
--------- ---------- ---------- ---------- ---------- --------
DECREASES:
Withdrawals by participants
(Note 5)................... 56 6 2 2 46 -
Distributions to terminated
participants (Note 5)...... 113 9 13 3 88 -
Interplan transfers (Note 6). 72 16 2 3 51 -
Loans issued to
participants (Note 3)...... - 22 19 13 69 (123)
--------- ---------- ---------- ---------- ---------- --------
Total net decreases...... 241 53 36 21 254 (123)
--------- ---------- ---------- ---------- ---------- --------
PARTICIPANTS' EQUITY -
End of the year.............. $ 3,591 $ 1,026 $ 992 $ 250 $ 1,213 $ 110
========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 17
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
1. DESCRIPTION OF THE PLAN AND TRUST
The Wisconsin Gas Company Local 1 Savings Plan (the "Plan"), a
plan for the benefit of eligible employees who are members of or are
represented by Local Division No. 1, United Association of Office,
Sales and Technical Employees, is a qualified cash or deferred income
arrangement as provided for by Section 401 of the Internal Revenue
Code of 1986, as amended, and meets the requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Participants' deposits are made to the Wisconsin Gas Company
Employees' Savings Plan Trust (the "Trust"), maintained by CITIBANK,
N.A. (the "Trustee"). Funds are then invested by the Trustee according
to the investment options selected by the participants and managed in
a manner consistent with the requirements of ERISA. The Plan has no
employer contributions.
Deposits from the Plan along with the deposits from the Wisconsin
Gas Company Employees' Savings Plan (a plan for non-union employees)
and the Wisconsin Gas Company Local 6-18 Savings Plan are commingled
in the Trust maintained by the Trustee.
Allocation of assets to each of the plans participating in the
Trust and to each participant in the Plan is based upon each
participant's account value on the valuation date. Allocation of net
investment plan income items of the master trust (investment income,
net gain or loss on investments sold or distributed and unrealized
appreciation (depreciation) in market value of investment assets) is
based on equity totals for each plan.
2. ACCOUNTING POLICIES
Wisconsin Gas Company (the "Company") is a wholly-owned subsidiary
of WICOR, Inc. Plan financial statements are maintained on the
accrual basis of accounting. Investments are stated at current market
value. The absorption of administrative expenses of the Plan by the
Company and investment in WICOR, Inc. common stock are not considered
prohibited transactions by statutory exemptions under ERISA
regulations.
3. INVESTMENT PROGRAMS
Upon enrollment or re-enrollment, each participant in the Plan
could elect to make regular deposits by payroll deduction in whole
percentages of at least 2% but not more than 16% of a participant's
defined compensation on a tax deferred basis up to a limit of $8,994
through 1993 and $9,240 through 1994.<PAGE>
<PAGE> 18
The participants' deposits are paid monthly to the Trustee who
invests the deposits within prescribed limitations into one or more
of the following investment funds as directed (in whole percentages)
by the participant:
A WICOR, Inc. Stock Fund consisting of WICOR, Inc. common stock
purchased in the open market. The Plan participants have been
eligible to participate in this fund since December 1, 1984.
An Equities Fund consisting of common stock and other forms of
equity stocks and investments in common, pooled, diversified or
consolidated funds, selected by the Trustee within prescribed
limitations. Investment in WICOR, Inc. or its subsidiaries'
stock is expressly excluded.
A Senior Securities Fund consisting of corporate, municipal or
U.S. Government bonds, debentures, notes, certificates and any
other similar evidences of indebtedness, excluding any
securities issued by WICOR, Inc. or its subsidiaries.
A Fixed Income Fund consisting of one or more guaranteed income
funding agreements with a designated insurance company or
companies.
In addition to the investment options described above, the Trustee
may at its discretion temporarily invest any part of the amounts
allocated to any fund either in short-term investments or in any
common, pooled, diversified or consolidated fund within limitations
specified in the Trust Agreement.
Effective March 1, 1993, the Plan was amended to provide for
participant loans from their respective accounts in the Plan. Each
request for a loan must be by written application to the Loan
Administrator ("Administrator") and shall be evidenced by a signed
note payable to the Trustee. Each note shall be stated in twelve
month increments, not to exceed five years and shall be limited to 50%
of the participant account balance or $50,000, whichever is lesser.
Loan applicants are required to authorize payroll withholding for the
total amount of the loan plus reasonable interest as established by
the Administrator. The amount of principal and interest repaid by a
participant shall be credited to such participant's account as each
repayment is made. In the event that the participant fails to become
current in installment payments during a consecutive 60-day period and
the Administrator elects to treat such failure as a default, after a
30-day grace period, the unpaid balance with interest due shall be
charged to the participant's account.
A Loan Fund, consisting of loans made from participants' accounts,
was created to account for loan activity. Upon application of a
participant, the Administrator may direct the Trustee to make a loan
out of the participant's specific account. Participant loans will
reduce participant investment funds. There are restrictions as to the
amounts and number of loans. Loans and interest must be repaid in
equal installments in accordance with rules established by the
Administrator.<PAGE>
<PAGE> 19
No participant or beneficiary shall have the right to transfer or
encumber any part of his/her benefits under the Plan prior to their
eligible receipt. However, effective March 1, 1993, the Trustee may
recognize a qualified domestic relations order with respect to child
support, alimony payments or marital property rights. Such an order
may permit distribution to an alternative payee prior to the time a
participant would normally be eligible to receive benefits.
4. INVESTMENTS
The Plan is a participant in the Trust along with the Wisconsin
Gas Company Employees' Savings Plan, the Wisconsin Gas Company Local
6-18 Savings Plan and the Wisconsin Gas Company Employee Stock
Ownership Plan.
The Trust investments are stated at fair market value as
determined by the Trustee by reference to published market data.
Furthermore, the assets of the Plan are commingled and are not
segregated in accounts of the Trust. The market value of the assets
are as follows:
<TABLE>
<CAPTION>
July 31,
----------------------
1994 1993
---------- ----------
(Dollars in Thousands)
<S> <C> <C>
Common Stock-
WICOR, Inc. $ 26,727 $ 29,373
Common stock fund 13,528 14,011
Corporate debt securities 2,365 3,033
Short-term investments 669 3,541
Insurance contracts 12,098 13,308
---------- ----------
$ 55,387 $ 63,266
========== ==========
</TABLE>
The Trustee has determined that the percentage of the Plan's
assets to the total assets of the Trust are 6.7% and 5.4% for 1994 and
1993, respectively. At July 31, 1994 and 1993, the Trust held 5.4%
and 6.0%, respectively, of the total WICOR, Inc. common shares
outstanding.
5. ELIGIBILITY, VESTING AND WITHDRAWALS
Each employee of the Company who is covered by the collective
bargaining agreement between the Company and the Union may upon
completion of the probationary period elect to participate in the Plan
on any subsequent March 1, June 1, September 1 or December 1. As of
July 31, 1994, the Plan had 312 participants.
Each participant's account is fully vested and non-forfeitable.<PAGE>
<PAGE> 20
Participants can withdraw their tax-deferred deposits but only if
the participants have reached age 55 or can demonstrate a verifiable
"hardship" as defined by the Plan. Distributions from the WICOR, Inc.
Stock Fund can be made in cash or in stock.
Upon termination of employment from the Company, the participant
receives amounts equal to the current market value of the all
participant account balance. A terminating participant has the option
of deferring the receipt of their participant balance to no later than
March 1 of the calendar year following the Participant's attainment
of age 65.
6. TRANSFERS
If a participant transfers to a position eligible for the
Wisconsin Gas Company Employees' Savings Plan or the Wisconsin Gas
Company Local 6-18 Savings Plan, the participant's account shall be
transferred to that Plan.
7. VOLUNTARY RETIREMENT PLAN
In January 1994, the Company offered a voluntary early retirement
incentive plan to 46 employees within the Plan age 55 and over. A
total of 19 employees within the Plan received a retirement payout
during the year.
8. INCOME TAX STATUS
The Plan has received a determination letter dated October 30,
1986 which qualifies the Plan as tax exempt under Section 401 of the
Internal Revenue Code of 1986, as amended. Amounts are not taxed to
the employee until a distribution from the Plan is received. In
management's opinion, the Plan remains tax exempt after amendments
made since the most recent determination letter from the Internal
Revenue Service.<PAGE>
<PAGE> 21
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
FINANCIAL STATEMENTS AS OF
July 31, 1994 AND 1993
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS<PAGE>
<PAGE> 22
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Wisconsin Gas Company and the
Wisconsin Gas Company Employee
Benefit Plans Committee:
We have audited the accompanying statements of financial position of
the Wisconsin Gas Company Local 6-18 Savings Plan as of July 31, 1994 and
1993, and the related statements of changes in participants' equity for the
years then ended. These financial statements are the responsibility of
Wisconsin Gas Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Wisconsin
Gas Company Local 6-18 Savings Plan as of July 31, 1994 and 1993, and the
changes in participants' equity for the years then ended, in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
September 30, 1994.<PAGE>
<PAGE> 23
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1994
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN MASTER
TRUST (Note 4)................ $ 5,316 $ 2,357 $ 1,381 $ 303 $ 1,275 $ -
OTHER ASSETS (LIABILITIES):
Loan receivable (Note 3)...... 320 - - - - 320
Receivable from Wisconsin
Gas Company................. 77 33 23 4 17 -
--------- ---------- ---------- ---------- ---------- --------
Participants' Equity....... $ 5,713 $ 2,390 $ 1,404 $ 307 $ 1,292 $ 320
========= ========== ========== ========== ========== ========
</TABLE>
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1993
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN MASTER
TRUST (Note 4)............... $ 4,937 $ 2,103 $ 1,127 $ 311 $ 1,396 $ -
OTHER ASSETS (LIABILITIES):
Loan receivable (Note 3)..... 260 - - - - 260
Receivable from Wisconsin
Gas Company................ 73 25 22 6 20 -
Other assets (liabilities)... (13) (13) - - - -
--------- ---------- ---------- ---------- ---------- --------
Participants' Equity...... $ 5,257 $ 2,115 $ 1,149 $ 317 $ 1,416 $ 260
========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 24
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1994
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year........ $ 5,257 $ 2,115 $ 1,149 $ 317 $ 1,416 $ 260
--------- ---------- ---------- ---------- ---------- --------
INCREASES:
Participants' deposits
(Note 3)................... 744 336 211 46 151 -
Net investment income of
master trust............... 253 87 89 - 77 -
Interfund transfers.......... - 52 25 (12) (65) -
Loan repayments by
participants (Note 3)...... - 54 33 3 11 (101)
--------- ---------- ---------- ---------- ---------- --------
Total net increases...... 997 529 358 37 174 (101)
--------- ---------- ---------- ---------- ---------- --------
DECREASES:
Withdrawals by participants
(Note 5)................... 29 17 8 1 3 -
Distributions to terminated
participants (Note 5)...... 512 198 51 32 227 4
Loans issued to
participants (Note 3)...... - 39 44 14 68 (165)
--------- ---------- ---------- ---------- ---------- --------
Total net decreases...... 541 254 103 47 298 (161)
--------- ---------- ---------- ---------- ---------- --------
PARTICIPANTS' EQUITY -
End of the year.............. $ 5,713 $ 2,390 $ 1,404 $ 307 $ 1,292 $ 320
========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 25
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1993
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income Loan
Total Stock Fund Fund Fund Fund Fund
--------- ---------- ---------- ---------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year........ $ 4,093 $ 1,462 $ 891 $ 265 $ 1,475 $ -
--------- ---------- ---------- ---------- ---------- --------
INCREASES:
Participants' deposits
(Note 3)................... 695 248 197 46 204 -
Net investment income of
master trust............... 648 425 126 23 74 -
Interfund transfers.......... - 79 50 8 (137) -
Loan repayments by
participants (Note 3)...... - 4 2 - 3 (9)
--------- ---------- ---------- ---------- ---------- --------
Total net increases...... 1,343 756 375 77 144 (9)
--------- ---------- ---------- ---------- ---------- --------
DECREASES:
Withdrawals by participants
(Note 5)................... 66 13 6 8 39 -
Distributions to terminated
participants (Note 5)...... 75 - 30 - 45 -
Interplan transfers (Note 6). 38 9 7 1 21 -
Loans issued to
participants (Note 3)...... - 81 74 16 98 (269)
--------- ---------- ---------- ---------- ---------- --------
Total net decreases...... 179 103 117 25 203 (269)
--------- ---------- ---------- ---------- ---------- --------
PARTICIPANTS' EQUITY -
End of the year.............. $ 5,257 $ 2,115 $ 1,149 $ 317 $ 1,416 $ 260
========= ========== ========== ========== ========== ========
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 26
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
1. DESCRIPTION OF THE PLAN AND TRUST
The Wisconsin Gas Company Local 6-18 Savings Plan (the "Plan"),
a plan for the benefit of eligible employees who are members of or are
represented by Local 6-18, Oil, Chemical and Atomic Workers,
International Union, AFL-CIO, is a qualified cash or deferred income
arrangement as provided by Section 401 of the Internal Revenue Code
of 1986, as amended, and meets the requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Participants' deposits are made to the Wisconsin Gas Company
Employees' Savings Plans Trust (the "Trust"), maintained by CITIBANK
N.A. (the "Trustee"). Funds are then invested by the Trustee according
to the investment options selected by the participants, and managed
in a manner consistent with ERISA. The Plan has no employer
contributions.
Deposits from the Plan along with deposits from the Wisconsin Gas
Company Employees' Savings Plan (a plan for non-union employees) and
the Wisconsin Gas Company Local 1 Savings Plan are commingled and
invested in the Trust maintained by the Trustee.
Allocation of assets to each of the plans participating in the
Trust and to each participant in the Plan is based upon each
participants account value on the valuation date. Allocation of net
investment plan income items of the master trust (investment income,
net gain or loss on investments sold or distributed and unrealized
appreciation (depreciation) in market value of investment assets) is
based on equity totals for each plan.
2. ACCOUNTING POLICIES
Wisconsin Gas Company (the "Company") is a wholly-owned subsidiary
of WICOR, Inc. Plan financial statements are maintained on the
accrual basis of accounting. Investments are stated at current market
value. The absorption of administrative expenses of the Plan by the
Company and investment in WICOR, Inc. common stock are not considered
prohibited transactions by statutory exemptions under ERISA
regulations.
3. INVESTMENT PROGRAMS
Upon enrollment or re-enrollment, each participant in the Plan
could elect to make regular deposits by payroll deduction in whole
percentages of at least 2% but not more than 16% of the participant's
defined compensation on a tax deferred basis up to a limit of $8,994
through 1993 and $9,240 through 1994.<PAGE>
<PAGE> 27
The participants' deposits are paid monthly to the Trustee who
invests the deposits within prescribed limitations into one or more
of the following investment Funds as directed (in whole percentages)
by the participant:
A WICOR, Inc. Stock Fund consisting of WICOR, Inc. common stock
purchased in the open market. The Plan participants have been
eligible to participate in this fund since December 1, 1984.
An Equities Fund consisting of common stock and other forms of
equity stocks and investments in common, pooled, diversified or
consolidated funds, selected by the Trustee within prescribed
limitations. Investment in WICOR, Inc. or its subsidiaries'
stock is expressly excluded.
A Senior Securities Fund consisting of corporate, municipal or
U.S. Government bonds, debentures, notes, certificates and any
other similar evidences of indebtedness, excluding any
securities issued by WICOR, Inc. or its subsidiaries.
A Fixed Income Fund consisting of one or more guaranteed income
funding agreements with a designated insurance company or
companies.
In addition to the investment options described above, the Trustee
may at its discretion temporarily invest any part of the amounts
allocated to any fund either in short-term investments or in any
common, pooled, diversified or consolidated fund within limitations
specified in the Trust Agreement.
Effective March 1, 1993, the Plan was amended to provide for
participant loans from their respective accounts in the Plan. Each
request for a loan must be by written application to the Loan
Administrator ("Administrator") and shall be evidenced by a signed
note payable to the Trustee. Each note shall be stated in twelve
month increments, not to exceed five years and shall be limited to 50%
of the participant account balance or $50,000, whichever is lesser.
Loan applicants are required to authorize payroll withholding for the
total amount of the loan plus reasonable interest as established by
the Administrator. The amount of principal and interest repaid by a
participant shall be credited to such participant's account as each
repayment is made. In the event that the participant fails to become
current in installment payments during a consecutive 60-day period and
the Administrator elects to treat such failure as a default, after a
30-day grace period, the unpaid balance with interest due shall be
charged to the participant's account.
A Loan Fund, consisting of loans made from participants' accounts,
was created to account for loan activity. Upon application of a
participant, the Administrator may direct the Trustee to make a loan
out of the participant's specific account. Participant loans will
reduce participant investment funds. There are restrictions as to the
amounts and number of loans. Loans and interest must be repaid in
equal installments in accordance with rules established by the
Administrator.<PAGE>
<PAGE> 28
No participant or beneficiary shall have the right to transfer or
encumber any part of his/her benefits under the Plan prior to their
eligible receipt. However, effective March 1, 1993, the Trustee may
recognize a qualified domestic relations order with respect to child
support, alimony payments or marital property rights. Such an order
may permit distribution to an alternative payee prior to the time a
participant would normally be eligible to receive benefits.
4. INVESTMENTS
The Plan is a participant in the Trust along with the Wisconsin
Gas Company Employees' Savings Plan, the Wisconsin Gas Company Local 1
Savings Plan and the Wisconsin Gas Company Employee Stock Ownership
Plan.
The Trust investments are stated at fair market value as
determined by the Trustee by reference to published market data.
Furthermore, the assets of the Plan are commingled and are not
segregated in accounts of the Trust. The market value of the assets
are as follows:
<TABLE>
<CAPTION>
July 31,
----------------------
1994 1993
---------- ----------
(Dollars in Thousands)
<S> <C> <C>
Common Stock-
WICOR, Inc. $ 26,727 $ 29,373
Common stock fund 13,528 14,011
Corporate debt securities 2,365 3,033
Short-term investments 669 3,541
Insurance contracts 12,098 13,308
---------- ----------
$ 55,387 $ 63,266
========== ==========
</TABLE>
The Trustee has determined that the percentage of the Plan's
assets to the total assets of the Trust are 9.6% and 7.8% for 1994 and
1993, respectively. At July 31, 1994 and 1993, the Trust held 5.4%
and 6.0%, respectively, of the total WICOR, Inc. common shares
outstanding.
5. ELIGIBILITY, VESTING AND WITHDRAWALS
Each employee of the Company who is covered by the collective
bargaining agreement between the Company and the Union may upon
completion of the probationary period elect to participate in the Plan
on any subsequent March 1, June 1, September 1 or December 1. As of
July 31, 1994, the Plan had 219 participants.
Each participant's account is fully vested and non-forfeitable.<PAGE>
<PAGE> 29
Participants can withdraw their tax-deferred deposits only if the
participant has reached age 55 or can demonstrate a verifiable
"hardship" as defined by the Plan. Distributions from the WICOR, Inc.
Stock Fund can be made in cash or in stock.
Upon termination of employment from the Company, the participant
receives amounts equal to the current market value of the participant
account balance. A terminating participant has the option of
deferring the receipt of their participant balance to no later than
March 1 of the calendar year following the Participant's attainment
of age 65.
6. TRANSFERS
If a participant transfers to a position eligible for the
Wisconsin Gas Company Employees' Savings Plan or the Wisconsin Gas
Company Local 1 Savings Plan, the participant's account shall be
transferred to that Plan.
7. VOLUNTARY RETIREMENT PLAN
In January 1994, the Company offered a voluntary early retirement
incentive plan to 29 employees within the Plan age 55 and over. A
total of 9 employees within the Plan received a retirement payout
during the year.
8. INCOME TAX STATUS
The Plan has received a determination letter dated
November 3, 1986 which qualifies the Plan as tax exempt under Section
401 of the Internal Revenue Code of 1986, as amended. Amounts are not
taxed to the employee until a distribution from the Plan is received.
In management's opinion, the Plan remains tax exempt after amendments
made since the most recent determination letter from the Internal
Revenue Service.<PAGE>
<PAGE> 30
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS AS OF
July 31, 1994 and 1993
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS<PAGE>
<PAGE> 31
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Wisconsin Gas Company and the
Wisconsin Gas Company Employee
Benefit Plans Committee:
We have audited the accompanying statements of financial position of
the Wisconsin Gas Company Employee Stock Ownership Plan as of July 31, 1994
and 1993, and the related statements of changes in plan equity for the
years then ended. These financial statements are the responsibility of
Wisconsin Gas Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Wisconsin
Gas Company Employee Stock Ownership Plan as of July 31, 1994 and 1993, and
the changes in plan equity for the years then ended, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
September 30, 1994.<PAGE>
<PAGE> 32
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Statement of Financial Position
As of July 31, 1994
<TABLE>
<CAPTION>
WICOR Stock Fund Senior Fixed
--------------------- Equities Securities Income Loan
Total Unallocated Allocated Fund Fund Fund Fund
--------- ----------- --------- -------- ---------- ------ ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT IN MASTER
TRUST (Note 4)............. $ 12,368 $ 8,945 $ 2,174 $ 663 $ 126 $ 460 $ -
Other Assets (Liabilities):
Loan receivable............ 1 - - - - - 1
Notes payable (Note 7)..... (6,907) (6,907) - - - - -
Interest payable........... (62) (62) - - - - -
Interfund receivable....... - (102) 59 26 5 12 -
--------- ----------- --------- -------- ---------- ------ ------
ESOP Equity.............. $ 5,400 $ 1,874 $ 2,233 $ 689 $ 131 $ 472 $ 1
========= =========== ========= ======== ========== ====== ======
</TABLE>
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Statement of Financial Position
As of July 31, 1993
<TABLE>
<CAPTION>
WICOR Stock Fund Senior Fixed
--------------------- Equities Securities Income
Total Unallocated Allocated Fund Fund Fund
--------- ----------- --------- -------- ---------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN MASTER
TRUST (Note 4)............. $ 13,160 $ 10,772 $ 1,593 $ 387 $ 85 $ 323
Other Assets (Liabilities):
Notes payable (Note 7)..... (8,010) (8,010) - - - -
Interest payable........... (51) (51) - - - -
Interfund receivable....... - (113) 68 26 5 14
Other assets (liabilities). (169) (169) - - - -
--------- ----------- --------- -------- ---------- ------
ESOP Equity.............. $ 4,930 $ 2,429 $ 1,661 $ 413 $ 90 $ 337
========= =========== ========= ======== ========== ======
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 33
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Statement of Changes in Plan Equity
For the Year Ended July 31, 1994
<TABLE>
<CAPTION>
WICOR Stock Fund Senior Fixed
--------------------- Equities Securities Income Loan
Total Unallocated Allocated Fund Fund Fund Fund
--------- ----------- --------- -------- ---------- -------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
ESOP Equity -
Beginning of Year......... $ 4,930 $ 2,429 $ 1,661 $ 413 $ 90 $ 337 $ -
Increases:
Company contributions..... 795 795 - - - - -
Net investment income of
master trust............ 402 (25) 374 31 - 22 -
Interfund transfers....... - (1,007) 471 306 59 171 -
--------- ----------- --------- -------- ---------- -------- ------
Total increases......... 1,197 (237) 845 337 59 193 -
--------- ----------- --------- -------- ---------- -------- ------
Decreases:
Interest expense.......... 318 318 - - - - -
Distributions to
terminated participants. 409 - 273 61 18 57 -
Loans issued to
participants............ - - - - - 1 (1)
--------- ----------- --------- -------- ---------- -------- ------
Total decreases......... 727 318 273 61 18 58 (1)
--------- ----------- --------- -------- ---------- -------- ------
ESOP Equity - End of Year... $ 5,400 $ 1,874 $ 2,233 $ 689 $ 131 $ 472 $ 1
========= =========== ========= ======== ========== ======== ======
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 34
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Statement of Changes in Plan Equity
For the Year Ended July 31, 1993
<TABLE>
<CAPTION>
WICOR Stock Fund Senior Fixed
--------------------- Equities Securities Income
Total Unallocated Allocated Fund Fund Fund
--------- ----------- --------- -------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
ESOP Equity -
Beginning of Year.......... $ 1,577 $ 653 $ 609 $ 137 $ 31 $ 147
Increases:
Company contributions...... 888 888 - - - -
Net investment income of
master trust............. 2,876 2,361 469 26 4 16
Interfund transfers........ - (1,105) 605 259 56 185
--------- ----------- --------- -------- ---------- --------
Total increases.......... 3,764 2,144 1,074 285 60 201
--------- ----------- --------- -------- ---------- --------
Decreases:
Interest expense........... 368 368 - - - -
Distributions to
terminated participants.. 43 - 22 9 1 11
--------- ----------- --------- -------- ---------- --------
Total decreases.......... 411 368 22 9 1 11
--------- ----------- --------- -------- ---------- --------
ESOP Equity - End of Year.... $ 4,930 $ 2,429 $ 1,661 $ 413 $ 90 $ 337
========= =========== ========= ======== ========== ========
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<PAGE> 35
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP")
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
1. DESCRIPTION OF THE PLAN
The Wisconsin Gas Company Employee Stock Ownership Plan (the
"Plan") was established to provide eligible employees of Wisconsin
Gas Company (the "Company") with increased ownership of common
stock of its parent, WICOR, Inc. ("WICOR"). The Wisconsin Gas
Company Employees' Savings Plan ("Savings Plan") was amended on
November 1, 1991, to incorporate the Plan.
For reporting and filing purposes of the Internal Revenue
Service and the Department of Labor, the Savings Plan is presented
as two plans: 1) a cash or deferred profit sharing plan pursuant to
Code Section 401(k) consisting of the Savings Subaccounts and Tax
Deferral Subaccounts and 2) the Plan pursuant to Code Sections 409
and 4975, consisting of ESOP Subaccounts containing employer
contributions made after November 1, 1991 and any acquisition loans
and financed shares.
The Plan is a leveraged ESOP that is primarily invested in
WICOR stock. Company matching contributions for participants in
the Savings Plan are made into the Plan. In 1991, the Plan
borrowed $10 million and purchased shares of common stock directly
from WICOR. These shares are allocated to eligible employees
monthly, as the Company matches employee tax-deferred Savings Plan
contributions up to 125% of the first 4% of each employee's
compensation. The number of allocated shares equals the value of
the Company contribution divided by the current price of WICOR
common stock. Dividends paid to the Plan that are used to pay
principal or interest on the Plan's loan are tax deductible to
WICOR. The Plan releases the shares as collateral for the lender
as loan payments are made. The Plan then allocates the released
shares to participants. Also, once the Company match is
determined, payments are made on the ESOP loan using the principal
only method (see Note 7).
The Plan is administered by the Employee Stock Ownership Plan
and Trust Administrator, a committee presently consisting of five
Company officers. Company match contributions are made to the
Wisconsin Gas Company Employees' Savings Plan Trust (the "Trust"),
maintained by CITIBANK, N.A. (the "Trustee"). Information
regarding Plan benefits is provided in the Summary Plan Description
which has been made available to all eligible Plan participants.
2. ACCOUNTING POLICIES
The Company is a wholly-owned subsidiary of WICOR. Plan
financial statements are maintained on the accrual basis of
accounting. Investments are stated at current market value. The
absorption of administrative expenses of the Plan by the Company
and investment in WICOR common stock are not considered prohibited
transactions by statutory exemptions under the Employee Retirement
Income Security Act of 1974 ("ERISA").<PAGE>
<PAGE> 36
3. INVESTMENT PROGRAM
Stock equalling the value of the monthly employer match is
transferred from the WICOR ESOP Unallocated Fund to the WICOR ESOP
Allocated Fund. Participants have the option of selling up to 80%
of these newly allocated shares of WICOR stock and diversifying
into the other non-WICOR funds included in the Company's Savings
Plans. Thus, a portion of Plan equity is included in each of the
three non-WICOR stock funds. The following describes the funds
available within the Plan:
A WICOR ESOP Unallocated Fund consisting of WICOR common stock.
This includes the ESOP's original purchase of 431,266 shares
of WICOR common stock less the number of shares subsequently
transferred to the WICOR ESOP Allocated Fund on a monthly
basis. The number of shares transferred equals the monthly
Company contribution divided by the month end closing price
of WICOR common stock as reported on the New York Stock
Exchange plus the quarterly dividend paid on allocated
shares divided by the month end closing price per share.
A WICOR ESOP Allocated Fund consisting of WICOR common stock
allocated from the unallocated fund as described above.
Participants must maintain at least 20% of Company match
contributions within this fund.
An Equities Fund consisting of common stock and other forms of
equity stocks and investments in common, pooled, diversified
or consolidated funds, selected by the Trustee within
prescribed limitations. Investment in WICOR or its
subsidiaries' stock is expressly excluded.
A Senior Securities Fund consisting of corporate, municipal or
U.S. Government bonds, debentures, notes, certificates and
any other similar evidences of indebtedness, excluding any
securities issued by WICOR or its subsidiaries.
A Fixed Income Fund consisting of one or more guaranteed income
funding agreements with a designated insurance company or
companies.
In addition to the investment options described above, the
Trustee may at its discretion temporarily invest any part of the
amounts allocated to any fund either in short-term investments or
in any common, pooled, diversified or consolidated fund within
limitations specified in the Trust Agreement.
Effective March 1, 1993, the Savings Plan was amended to
provide for participant loans from their respective accounts in the
Plan. Only the unrestricted Company contributions within the Plan
are available for loan purposes.<PAGE>
<PAGE> 37
4. INVESTMENTS
The Plan is a participant in the Trust along with the Wisconsin
Gas Company Local 1 Savings Plan, the Wisconsin Gas Company Local
6-18 Savings Plan and the Wisconsin Gas Company Employee Savings
Plan.
The Trust investments are stated at fair market value as
determined by the Trustee by reference to published market data.
Furthermore, the assets of the Plan are commingled and are not
segregated in accounts of the Trust. The market value of the
assets in the trust as certified by the Trustee are:
<TABLE>
<CAPTION>
July 31,
----------------------
1994 1993
---------- ----------
(Dollars in Thousands)
<S> <C> <C>
Common Stock-
WICOR, Inc. $ 26,727 $ 29,373
Common stock fund 13,528 14,011
Corporate debt securities 2,365 3,033
Short-term investments 669 3,541
Insurance contracts 12,098 13,308
---------- ----------
$ 55,387 $ 63,266
========== ==========
</TABLE>
The Trustee has determined that the percentage of the Plan's
assets to the total assets of the Trust are 22.3% and 20.8% for
1994 and 1993, respectively. At July 31, 1994 and 1993, the Trust
held 5.4% and 6.0%, respectively, of the total WICOR common shares
outstanding at that date.
5. ELIGIBILITY, VESTING AND DISTRIBUTIONS
To participate in the Plan, a non-union employee must be
eligible to participate in the Savings Plan which requires the
attainment of 21 years of age and completion of one year of service
with the Company. Employer contributions to the Plan occur only
when the employee makes tax-deferred contributions to the Savings
Plan. An employee may enroll on the first day of the month
immediately following the month he or she meets the eligibility
requirements or on any subsequent February 1 or August 1. An
employee may also transfer from participation in another Company
Savings Plan. As of July 31, 1994, the Plan had 602 participants.
Each participant's account is fully vested and non-forfeitable.<PAGE>
<PAGE> 38
Upon termination of employment from the Company, the
participant receives amounts equal to the current market value of
the participant account balance. A terminating participant has the
option of deferring the receipt of their participant balance to no
later than March 1 of the calendar year following the Participant's
attainment of age 65.
6. INCOME TAX STATUS
In management's opinion, the Plan currently in effect is
qualified under the applicable provisions of Internal Revenue Code
of 1986, as amended. Amounts are not taxed to the employee until a
distribution from the Plan is received.
7. NOTE PAYABLE
The Plan has the following bank note payable at July 31, 1994
and 1993, respectively;
<TABLE>
<CAPTION>
1994 1993
---------- ----------
(Dollars in Thousands)
<S> <C> <C>
Note Payable, 3-year adjustable rate
(5.27% and 3.79% at July 31, 1994
and 1993, respectively), principal
payable in quarterly installments
of $250,000 through October 31, 1994. $ 6,907 $ 8,010
========== ==========
</TABLE>
WICOR expects to extend the bank note, with similar terms,
through October 31, 1995. The note is collateralized by
unallocated WICOR stock in the Plan (300,667 shares, market value
of $8,944,843 as of July 31, 1994) and other Plan assets of the
Unallocated Fund and is guaranteed by WICOR.
Utilizing the principal only method, the Company's cash
contribution to the lender is the accrued interest on the loan plus
a principal payment, less dividends received on WICOR shares in the
Plan. The principal payment equals the number of allocated shares
multiplied by the ratio of the loan balance as of the beginning of
the Plan year over the number of unallocated shares as of the
beginning of the calendar year. In the event of a refinancing, the
ESOP Trust Administrator has the option to change to the principal
and interest method of repayment. Each payment releases a portion
of the unallocated stock held as collateral for the loan for future
allocation to the Plan participants.<PAGE>
<PAGE> 39
8. VOLUNTARY RETIREMENT PLAN
In January 1994, the Company offered a voluntary early
retirement incentive plan to 80 employees within the Plan age 55
and over. A total of 54 employees within the Plan elected to
retire under the provisions of the incentive plan and received a
payment during the year.<PAGE>
<PAGE> 40
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Wisconsin Gas Company Employee Benefit Plans Committee has
duly caused these annual reports to be signed by the undersigned
thereunto duly authorized.
Wisconsin Gas Company Employees' Savings Plan
Wisconsin Gas Company Local 1 Savings Plan
Wisconsin Gas Company Local 6-18 Savings Plan
Wisconsin Gas Company Employee Stock Ownership Plan
----------------------------------------------------
(Name of Plans)
Date: November 9, 1994 By: /S/ Joseph P. Wenzler
----------------------------
Joseph P. Wenzler
Chairman, Employee Benefit
Plans Committee
<PAGE>
<PAGE> 41
FORM 11-K
EXHIBIT INDEX
--------------
Wisconsin Gas Company Employees' Savings Plan
Wisconsin Gas Company Local 1 Savings Plan
Wisconsin Gas Company Local 6-18 Savings Plan
Wisconsin Gas Company Employee Stock Ownership Plan
Exhibit No. Exhibit
- ----------- -----------------------------------------
23 Consent of Independent Public Accountants<PAGE>
<PAGE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 11-K, into the Company's previously
filed Registration Statements on Form S-8: Local 6-18 Plan No. 2-93964;
Local 1 Plan No. 2-93963; Non-Union Plan 2-72454; and ESOP No. 33-43645.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
November 10, 1994.<PAGE>
