<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended July 31, 1993
A. Full title of the plan and the address of the plan, 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
plan 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, 1993 and 1992.
Statements of Changes in Participants' Equity for
the Years Ended July 31, 1993 and 1992.
Notes to Financial Statements.
Wisconsin Gas Company Local 1 Savings Plan
Report of Independent Public Accountants.
Statements of Financial Position as of
July 31, 1993 and 1992.
Statements of Changes in Participants' Equity for
the Years Ended July 31, 1993 and 1992.
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, 1993 and 1992.
Statements of Changes in Participants' Equity for
the Years Ended July 31, 1993 and 1992.
Notes to Financial Statements.
Wisconsin Gas Company Employee Stock Ownership Plan
Report of Independent Public Accountants.
Statements of Financial Position as of
July 31, 1993 and 1992.
Statements of Changes in Participants' Equity for
the Years Ended July 31, 1993 and 1992.
Notes to Financial Statements.
(b) Exhibits:
24 - Consent of Independent Public Accountants
<PAGE>
<PAGE> 3
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: January 21, 1994 By: /S/ Joseph P. Wenzler
----------------------------------
Joseph P. Wenzler
Chairman, Employee Benefit
Plans Committee<PAGE>
<PAGE> 4
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS AS OF
July 31, 1993 AND 1992
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS<PAGE>
<PAGE> 5
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, 1993 and 1992,
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, 1993 and 1992, and the changes
in participants' equity for the years then ended, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
September 22, 1993.<PAGE>
<PAGE> 6
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>
PLAN INVESTMENT ASSETS (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
========= ========== ========== ========== ========== ========
</TABLE>
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1992
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income
Total Stock Fund Fund Fund Fund
----------- ---------- ---------- ---------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
PLAN INVESTMENT ASSETS (Note 4)........ $ 37,608 $ 11,179 $ 10,190 $ 2,232 $ 14,007
OTHER ASSETS (LIABILITIES):
Receivable from Wisconsin Gas Company. 151 17 64 12 58
Other assets (liabilities)............ 273 6 198 85 (16)
----------- ---------- ---------- ---------- ---------
Participants' Equity............... $ 38,032 $ 11,202 $ 10,452 $ 2,329 $ 14,049
=========== ========== ========== ========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
1<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
=========== ========== ========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of this statement.
2<PAGE>
<PAGE> 8
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1992
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income
Total Stock Fund Fund Fund Fund
----------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year............ $ 34,556 $ 9,796 $ 8,465 $ 2,217 $ 14,078
----------- ---------- ---------- ---------- ----------
INCREASES:
Participants' deposits and
Company contributions before
November 1, 1991(Note 3)....... 1,986 316 745 143 782
Interplan transfers (Note 5)..... 139 16 89 4 30
Net investment income of
master trust................... 4,274 1,861 1,064 310 1,039
Interfund transfers.............. - (280) 934 (4) (650)
----------- ---------- ---------- ---------- ----------
Total net increases.......... 6,399 1,913 2,832 453 1,201
----------- ---------- ---------- ---------- ----------
DECREASES:
Withdrawals by participants
(Note 5)....................... 171 23 33 20 95
Distributions to terminated
participants (Note 5).......... 2,752 484 812 321 1,135
----------- ---------- ---------- ---------- ----------
Total net decreases.......... 2,923 507 845 341 1,230
----------- ---------- ---------- ---------- ----------
PARTICIPANTS' EQUITY -
End of the year.................. $ 38,032 $ 11,202 $ 10,452 $ 2,329 $ 14,049
=========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
3<PAGE>
<PAGE> 9
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1993
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
The 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.
The AICPA Audit and Accounting Guide, 'Audit of Employee Benefit Plans'
(the "audit guide"), as of May 1, 1992, requires that amounts payable to
terminated employees be classified as a component of participants' equity.
The Plan's July 31, 1992, liability for benefits to terminated employees has
been reclassified in the accompanying financial statements to conform with
the accounting treatment required by the audit guide.
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 $8,728 through
1992 and $8,994 through 1993.
Non-Tax Deferred: 2% - 6% of additional compensation.
4<PAGE>
<PAGE> 10
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
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. 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.
A Loan Fund consisting of loans made from participants' accounts. Upon
application of a participant, the Loan Administrator
("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.
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 November 1, 1991, the Plan was amended to provide that any
shares of WICOR, Inc. stock held by the WICOR, Inc. Stock Funds for which the
Plan Administrator has not received, or is not subject to receiving voting
instructions, shall not be voted. Any shares of WICOR, Inc. stock held in
the Loan Suspense Account shall be voted by the Trustee in the same
proportion to the voting of shares for which direction has been received from
the Plan Administrator.
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 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.
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.
5<PAGE>
<PAGE> 11
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
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,
----------------------
1993 1992
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Common Stock-
WICOR, Inc. $ 29,373 $ 23,687
Common stock fund 14,011 4,745
Corporate debt securities 3,033 8,558
Short-term investments 3,541 2,583
Insurance contracts 13,308 15,556
---------- ----------
$ 63,266 $ 55,129
========== ==========
</TABLE>
The Trustee has determined that the percentage of the Plan's assets to
the total assets of the Trust are 66.0% and 68.2% for 1993 and 1992,
respectively. At July 31, 1993 and 1992, the Trust held 6.0% and 6.1%,
respectively, of the total WICOR, Inc. common shares outstanding.
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. An employee may also
transfer from participation in another Wisconsin Gas Company savings Plan.
As of July 31, 1993, the Plan had 683 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 investments
purchased through all Company contributions and participant deposits. A
terminating participant has the option of deferring the receipt of their
deposits and contributions to no later than March 1 of the calendar year
following the termination of employment.
6. 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.
6<PAGE>
<PAGE> 12
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
FINANCIAL STATEMENTS AS OF
July 31, 1993 AND 1992
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, 1993 and 1992,
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, 1993 and 1992, and the changes
in participants' equity for the years then ended, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
September 22, 1993.<PAGE>
<PAGE> 14
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>
PLAN INVESTMENT ASSETS (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
========= ========== ========== ========== ========== ========
</TABLE>
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1992
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income
Total Stock Fund Fund Fund Fund
--------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
PLAN INVESTMENT ASSETS (Note 4)........ $ 2,705 $ 589 $ 737 $ 189 $ 1,190
OTHER ASSETS (LIABILITIES):
Receivable from Wisconsin
Gas Company........................ 63 15 22 5 21
Other assets (liabilities)........... 19 (2) 15 8 (2)
--------- ---------- ---------- ---------- ----------
Participants' Equity.............. $ 2,787 $ 602 $ 774 $ 202 $ 1,209
========= ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
1<PAGE>
<PAGE> 15
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
========= ========== ========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of this statement.
2<PAGE>
<PAGE> 16
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1992
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income
Total Stock Fund Fund Fund Fund
--------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year............ $ 2,074 $ 415 $ 541 $ 140 $ 978
--------- ---------- ---------- ---------- ----------
INCREASES:
Participants' deposits (Note 3).. 569 124 170 42 233
Net investment income of
master trust................... 378 132 90 23 133
Interfund transfers.............. - (6) 52 - (46)
--------- ---------- ---------- ---------- ----------
Total net increases.......... 947 250 312 65 320
--------- ---------- ---------- ---------- ----------
DECREASES:
Withdrawals by participants
(Note 5)....................... 47 8 5 - 34
Distributions to terminated
participants (Note 5).......... 98 34 36 - 28
Interplan transfers (Note 6)..... 89 21 38 3 27
--------- ---------- ---------- ---------- ----------
Total net decreases.......... 234 63 79 3 89
--------- ---------- ---------- ---------- ----------
PARTICIPANTS' EQUITY -
End of the year.................. $ 2,787 $ 602 $ 774 $ 202 $ 1,209
========= ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
3<PAGE>
<PAGE> 17
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1993
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.
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 the Employee Retirement Income Security
Act of 1974 ("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
The 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.
The AICPA Audit and Accounting Guide, 'Audit of Employee Benefit Plans'
(the "audit guide"), as of May 1, 1992, requires that amounts payable to
terminated employees be classified as a component of participants' equity.
The Plan's July 31, 1992, liability for benefits to terminated employees has
been reclassified in the accompanying financial statements to conform with
the accounting treatment required by the audit guide.
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 $8,728 through 1992 and $8,994 through
1993.
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. The
Plan participants have been eligible to participate in this fund
since December 1, 1984.
4<PAGE>
<PAGE> 18
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
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.
A Loan Fund consisting of loans made from participants' accounts. Upon
application of a participant, the Loan Administrator
("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.
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 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.
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 in the Trust as certified by the Trustee are:
5<PAGE>
<PAGE> 19
WISCONSIN GAS COMPANY
LOCAL 1 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
<TABLE>
<CAPTION>
July 31,
----------------------
1993 1992
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Common Stock-
WICOR, Inc. $ 29,373 $ 23,687
Common stock fund 14,011 4,745
Corporate debt securities 3,033 8,558
Short-term investments 3,541 2,583
Insurance contracts 13,308 15,556
---------- ----------
$ 63,266 $ 55,129
========== ==========
</TABLE>
The Trustee has determined that the percentage of the Plan's assets to
the total assets of the Trust are 5.4% and 4.9% for 1993 and 1992,
respectively. At July 31, 1993 and 1992, the Trust held 6.0% and 6.1%,
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, 1993, the Plan
had 323 participants.
Each participant's account is fully vested and non-forfeitable.
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 investments
purchased through all participant deposits. A terminating participant has
the option of deferring the receipt of their deposits to no later than March
1 of the calendar year following the termination of employment.
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. 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.
6<PAGE>
<PAGE> 20
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
FINANCIAL STATEMENTS AS OF
July 31, 1993 AND 1992
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS<PAGE>
<PAGE> 21
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, 1993 and
1992, 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, 1993 and 1992, and the changes
in participants' equity for the years then ended, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
September 22, 1993.<PAGE>
<PAGE> 22
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>
PLAN INVESTMENT ASSETS (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
========= ========== ========== ========== ========== ========
</TABLE>
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
As of July 31, 1992
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income
Total Stock Fund Fund Fund Fund
--------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
PLAN INVESTMENT ASSETS (Note 4)....... $ 4,005 $ 1,445 $ 854 $ 251 $ 1,455
OTHER ASSETS (LIABILITIES):
Receivable from Wisconsin
Gas Company....................... 66 21 19 4 22
Other assets (liabilities).......... 22 (4) 18 10 (2)
--------- ---------- ---------- ---------- ----------
Participants' Equity............. $ 4,093 $ 1,462 $ 891 $ 265 $ 1,475
========= ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
1<PAGE>
<PAGE> 23
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
========= ========== ========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of this statement.
2<PAGE>
<PAGE> 24
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
For the Year Ended July 31, 1992
<TABLE>
<CAPTION>
Senior Fixed
WICOR Equities Securities Income
Total Stock Fund Fund Fund Fund
--------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
PARTICIPANTS' EQUITY -
Beginning of the year............ $ 3,198 $ 1,161 $ 654 $ 219 $ 1,164
--------- ---------- ---------- ---------- ----------
INCREASES:
Participants' deposits (Note 3).. 666 199 169 39 259
Net investment income
of master trust................ 519 228 134 27 130
Interfund transfers.............. - (52) 47 (6) 11
--------- ---------- ---------- ---------- ----------
Total net increases.......... 1,185 375 350 60 400
--------- ---------- ---------- ---------- ----------
DECREASES:
Withdrawals by participants
(Note 5)....................... 9 2 3 - 4
Distributions to terminated
participants (Note 5).......... 230 77 59 12 82
Interplan transfers (Note 6)..... 51 (5) 51 2 3
--------- ---------- ---------- ---------- ----------
Total net decreases.......... 290 74 113 14 89
--------- ---------- ---------- ---------- ----------
PARTICIPANTS' EQUITY -
End of the year.................. $ 4,093 $ 1,462 $ 891 $ 265 $ 1,475
========= ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
3<PAGE>
<PAGE> 25
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1993
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
The 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.
The AICPA Audit and Accounting Guide, 'Audit of Employee Benefit Plans'
(the "audit guide"), as of May 1, 1992, requires that amounts payable to
terminated employees be classified as a component of participants' equity.
The Plan's July 31, 1992, liability for benefits to terminated employees has
been reclassified in the accompanying financial statements to conform with
the accounting treatment required by the audit guide.
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 $8,728 through 1992 and $8,994
through 1993.
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. The
Plan participants have been eligible to participate in this fund
since December 1, 1984.
4<PAGE>
<PAGE> 26
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
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.
A Loan Fund consisting of loans made from participants' accounts. Upon
application of a participant, the Loan Administrator
("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.
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 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.
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 in the Trust as certified by the Trustee are:
5<PAGE>
<PAGE> 27
WISCONSIN GAS COMPANY
LOCAL 6-18 SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
<TABLE>
<CAPTION>
July 31,
----------------------
1993 1992
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Common Stock-
WICOR, Inc. $ 29,373 $ 23,687
Common stock fund 14,011 4,745
Corporate debt securities 3,033 8,558
Short-term investments 3,541 2,583
Insurance contracts 13,308 15,556
---------- ----------
$ 63,266 $ 55,129
========== ==========
</TABLE>
The Trustee has determined that the percentage of the Plan's assets to
the total assets of the Trust are 7.8% and 7.3% for 1993 and 1992,
respectively. At July 31, 1993 and 1992, the Trust held 6.0% and 6.1%,
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, 1993, the Plan
had 234 participants.
Each participant's account is fully vested and non-forfeitable.
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 investments
purchased through all participant deposits. A terminating participant has
the option of deferring the receipt of their deposits to no later than March
1 of the calendar year following the termination of employment.
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. 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.
6<PAGE>
<PAGE> 28
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS AS OF
July 31, 1993 and 1992
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS<PAGE>
<PAGE> 29
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, 1993
and 1992, 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, 1993 and 1992, and the
changes in plan equity for the years then ended, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
September 22, 1993.<PAGE>
<PAGE> 30
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
--------- ----------- --------- --------- ---------- ---------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
Plan Investment Assets, at
market (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
========= =========== ========= ========= ========== =========
</TABLE>
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Statement of Financial Position
As of July 31, 1992
<TABLE>
<CAPTION>
WICOR Stock Fund Senior Fixed
--------------------- Equities Securities Income
Total Unallocated Allocated Fund Fund Fund
--------- ----------- --------- --------- ---------- ---------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
Plan Investment Assets, at
market (Note 4)............ $ 10,813 $ 9,954 $ 544 $ 137 $ 31 $ 147
Other Assets (Liabilities):
Notes payable (Note 7)..... (9,140) (9,140) - - - -
Interest payable........... (69) (69) - - - -
Interfund receivable....... - (101) 101 - - -
Other assets (liabilities). (27) 9 (36) - - -
--------- ----------- --------- --------- ---------- ---------
ESOP Equity.............. $ 1,577 $ 653 $ 609 $ 137 $ 31 $ 147
========= =========== ========= ========= ========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
1<PAGE>
<PAGE> 31
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
--------- ----------- --------- --------- --------- ---------
(Thousands of Dollars)
<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
========= =========== ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
2<PAGE>
<PAGE> 32
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Statement of Changes in Plan Equity
For the Year Ended July 31, 1992
<TABLE>
<CAPTION>
WICOR Stock Fund Senior Fixed
--------------------- Equities Securities Income
Total Unallocated Allocated Fund Fund Fund
--------- ----------- --------- --------- --------- ---------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
ESOP Equity -
Beginning of Year.......... $ - $ - $ - $ - $ - $ -
Increases:
Company contributions...... 710 710 - - - -
Net investment income of
master trust............. 1,260 1,182 70 3 1 4
Interfund transfers........ - (854) 543 135 30 146
--------- ----------- --------- --------- --------- ---------
Total increases.......... 1,970 1,038 613 138 31 150
--------- ----------- --------- --------- --------- ---------
Decreases:
Interest expense........... 385 385 - - - -
Distributions to
terminated participants.. 8 - 4 1 - 3
--------- ----------- --------- --------- --------- ---------
Total decreases.......... 393 385 4 1 - 3
--------- ----------- --------- --------- --------- ---------
ESOP Equity - End of Year.... $ 1,577 $ 653 $ 609 $ 137 $ 31 $ 147
========= =========== ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
3<PAGE>
<PAGE> 33
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP")
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1993
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 match contributions for participants in the Savings Plan are made
into the Plan. The Plan borrowed $10 million to purchase shares of common
stock directly from WICOR. These shares are allocated to eligible employees
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, 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 the Employee
Retirement Income Security Act of 1974 ("ERISA").
The AICPA Audit and Accounting Guide, 'Audit of Employee Benefit Plans'
(the "audit guide"), as of May 1, 1992, requires that amounts payable to
terminated employees be classified as a component of participants' equity.
The Plan's July 31, 1992, liability for benefits to terminated employees has
been reclassified in the accompanying financial statements to conform with
the accounting treatment required by the audit guide.
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 Wisconsin Gas Company's Savings Plans. Thus, a portion of
Plan equity is included in each of the three non-WICOR stock funds and the
loan fund. The following describes the funds available within the Plan:
4<PAGE>
<PAGE> 34
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
A WICOR ESOP Unallocated Fund consisting of WICOR, Inc. common stock.
This includes the ESOP's original purchase of 431,266 shares of
WICOR, Inc. 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, Inc. 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, 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 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.
4. INVESTMENT
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,
----------------------
1993 1992
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Common Stock-
WICOR, Inc. $ 29,373 $ 23,687
Common stock fund 14,011 4,745
Corporate debt securities 3,033 8,558
Short-term investments 3,541 2,583
Insurance contracts 13,308 15,556
---------- ----------
$ 63,266 $ 55,129
========== ==========
</TABLE>
5<PAGE>
<PAGE> 35
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
The Trustee has determined that the percentage of the Plan's assets to
the total assets of the Trust are 20.8% and 19.6% for 1993 and 1992,
respectively. At July 31, 1993 and 1992, the Trust held 6.0% and 6.1%,
respectively, of the total WICOR, Inc, 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 Wisconsin Gas Company Savings
Plan. As of July 31, 1993, the Plan had 650 participants.
Each participant's account is fully vested and non-forfeitable.
Upon termination of employment from the Company, the participant
receives amounts equal to the current market value of the investments
purchased through all Company contributions and participant deposits. A
terminating participant has the option of deferring the receipt of their
deposits and contributions to no later than March 1 of the calendar year
following the termination of employment.
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. NOTES PAYABLE
The Plan has the following bank notes payable at July 31, 1993 and
1992, respectively;
<TABLE>
<CAPTION>
1993 1992
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Note Payable, 3-year adjustable rate
(3.79% and 4.75% at July 31, 1993
and 1992, respectively), principal
payable in quarterly installments
of $250,000 through October 31, 1994. $ 8,010 $ 9,140
========== ==========
</TABLE>
The note is collateralized by unallocated WICOR stock in the Plan and
other Plan assets and is guaranteed by WICOR.
6<PAGE>
<PAGE> 36
WISCONSIN GAS COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
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>
<PAGE> 1
Exhibit 24
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 No. 2-72454; and ESOP No. 33-43645.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin
December 28, 1993<PAGE>
