<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10 - Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1995
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-7951
WICOR, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1346701
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Post Office Box 334
Milwaukee, Wisconsin
53201
---------------------------------------
(Address of principal executive office)
(414) 291-7026
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes /X/ No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 13, 1995
- -------------------------- -------------------------------
Common Stock, $1 Par Value 16,964,644<PAGE>
<PAGE> 2
INTRODUCTION
- ------------------------------------------------------------------------
WICOR, Inc. ("WICOR" or "Company"), a corporation organized and existing
under the laws of the State of Wisconsin, is an exempt holding company under
the Public Utility Holding Company Act of 1935. It is the parent of
Wisconsin Gas Company ("Wisconsin Gas"), a natural gas distribution public
utility; Sta-Rite Industries, Inc. ("Sta-Rite"), a manufacturer of pumps and
water processing equipment for the residential, irrigation and pool and spa
markets; SHURflo Pump Manufacturing Co. ("SHURflo"), a manufacturer of pumps
and fluid-handling equipment for food service, recreational vehicle, marine,
industrial and water purification markets; and Hypro Corporation ("Hypro"), a
manufacturer of pumps and water processing equipment for agricultural, high
pressure cleaning, marine, industrial and fire protection markets.
CONTENTS
--------
PAGE
------
PART I. Financial Information............................... 1
Management's Discussion and Analysis of
Interim Financial Statements...................... 2-6
Consolidated Financial Statements of WICOR, Inc. (Unaudited):
-------------------------------------------------------------
Consolidated Statements of Operation
for the Three- and Nine- Months
Ended September 30, 1995 and 1994................. 7
Consolidated Balance Sheets as of
September 30, 1995 and December 31, 1994......... 8-9
Consolidated Statements of Cash Flows for the Nine-
Months Ended September 30, 1995 and 1994......... 10
Notes to Consolidated Financial Statements......... 11-12
PART II. Other Information.................................. 13
Signatures......................................... 14<PAGE>
<PAGE> 3
Part I - Financial Information
Financial Statements
--------------------
The consolidated statements included herein have been prepared without audit
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although management believes that the disclosures are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the audited financial
statements and the notes thereto included in the latest WICOR, Inc. Annual
Report on Form 10-K for the year ended December 31, 1994 and quarterly report
on Form 10-Q.
In the opinion of management, the information furnished reflects all
adjustments, which in all circumstances were normal and recurring, necessary
for a fair presentation of the results of operations for the interim periods.
Because of seasonal factors, the results of operations for the interim
periods presented are not necessarily indicative of the results to be
expected for the full calendar year.<PAGE>
<PAGE> 4
Management's Discussion and Analysis
of Interim Financial Statements of
WICOR, Inc.
Results of Operations
- ---------------------
The consolidated net loss for the third quarter of 1995 was $4.9 million or
$3.1 million lower than in the comparable period of the prior year. Net
income increased by $1.4 million, or 8%, for the nine months ended September
30, 1995 compared to the same period of last year.
The following factors have had a significant effect on the results of
operations during the three- and nine- month periods ended September 30,
1995.
Natural Gas and Related Services Business
- -----------------------------------------
The Company's primary energy business is the distribution of natural gas
through its Wisconsin Gas subsidiary. The Company recently expanded its
natural gas related business to include selling natural gas supply services
and marketing energy related retail products and services, as well as
marketing the Company's expertise in managing utility meter reading and
billing services.
The Company's energy business typically incurs a loss in the third quarter
due to the seasonal nature of the gas distribution utility business. The net
loss for the third quarter of 1995 was $7.6 million, 28% less than the net
loss for the 1994 third quarter. Net income for the nine months ended
September 30, 1995 increased by $3.3 million, or 33%, compared to the same
period of last year.
The decrease in the net loss for the third quarter resulted primarily from
decreased operating expenses (excluding cost of gas sold). Colder weather
for the third quarter and an increase in lower margin interruptible volumes
of 16% were the primary factors affecting third quarter margins. The
increase in 1995 year-to-date net income was due primarily to decreased
operating expenses offset in part by warmer than normal weather.
Revenues, margins and volumes are summarized below. Margin, defined as
revenues less cost of gas sold, is a better comparative performance indicator
than revenues because the mix of volumes between sales and transportation
service affects revenues but not margin. In addition, changes in the cost of
gas sold are flowed through to revenue under a gas adjustment clause with no
resulting effect on margin.
<TABLE>
<CAPTION>
Three Nine
Months Ended Months Ended
September 30, September 30,
---------------- % ---------------- %
(Millions of Dollars) 1995 1994 Change 1995 1994 Change
- --------------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Gas Sales Revenues $ 69.6 $ 75.3 (8) $352.5 $413.2 (15)
Cost of Gas Sold 47.5 53.6 (11) 220.8 272.4 (19)
------ ------ ------ ------
Gas Sales Margin 22.1 21.7 2 131.7 140.8 (6)
Gas Transport Margin 1.3 1.4 (7) 4.9 5.0 (2)
------ ------ ------ ------
Total Margin $ 23.4 $ 23.1 1 $136.6 $145.8 (6)
====== ====== ====== ======
/TABLE
<PAGE>
<PAGE> 5
<TABLE>
<CAPTION>
Three Nine
Months Ended Months Ended
September 30, September 30,
---------------- % ---------------- %
1995 1994 Change 1995 1994 Change
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
(Millions of Therms)
- --------------------
Sales Volumes
Firm 60.4 57.6 5 546.3 571.6 (4)
Interruptible 69.5 60.1 16 242.5 206.8 17
Transportation Volume 24.7 25.3 (4) 88.2 86.4 2
Total Throughput 154.1 143.0 8 877.0 864.8 1
====== ====== ====== ======
Degree Days (Normal:
3rd Qtr. = 166
Nine Months = 4,563) 165 71 132 4,251 4,577 (7)
====== ====== ====== ======
</TABLE>
The increase in firm sales volumes for the third quarter of 1995 as compared
with the 1994 third quarter was caused principally by weather that was colder
than the same period of last year. For the nine- months ended September 30,
1995, the total margin decrease was primarily due to a 4% decrease in firm sales
volumes offset in part by a 17% increase in lower margin interruptible sales due
primarily to increased sales to existing customers. The weather was 7% warmer
than normal during the first nine months of 1995 and 7% warmer than the same
period in 1994. The margin was also affected by a November 1994 rate order that
reduced annual gas margins by $10.4 million.
Operations and maintenance expenses decreased by $3.8 million, or 15%, and $13.8
million, or 15%, for the three- and nine- month periods ended September 30,
1995, respectively, compared with the same periods of 1994. The decrease for
the quarter was due primarily to lower labor expenses ($0.8 million), allowed
bad debt expense ($0.6 million) and pension expense ($0.7 million). The year-
to-date decrease was due in part to lower labor expenses ($2.8 million), allowed
bad debt expense ($1.8 million), pension expense ($2.1 million) and
nonrecurrence of a one-time charge of $2.7 million relating to a 1994 early
retirement program taken in the first quarter of 1994.
Depreciation expense for the nine months ended September 30, 1995 decreased by
$0.7 million, or 3%, compared to the same period of last year. In conjunction
with a November 1994 Public Service Commission of Wisconsin (PSCW) rate order,
Wisconsin Gas discontinued recording additional depreciation expense of $3
million per year associated with a previous reserve deficiency.
Manufacturing
- -------------
Manufacturing net income for the third quarter of $2.6 million was 9% higher
than last year's net income of $2.4 million. On July 19, 1995, the Company
acquired Hypro Corporation (Hypro) (see Note 3 of Notes to Financial
Statements). The effect on net income of the acquisition for the quarter was
an additional $0.7 million. Without the acquisition of Hypro, net income for
the third quarter would have decreased by $0.5 million, as compared to the 1994
third quarter. For the nine-months ended September 30, 1995, manufacturing net
income decreased by 17% to $9.1 million compared to the same period last year.
<PAGE>
<PAGE> 6
Net sales were $91.6 million for the third quarter of 1995, up 23% from the
comparable period in 1994. For the first nine months of 1995, net sales
increased by 6% to $253.7 million compared to the same period in 1994. The
third quarter increase includes the results of operations of Hypro. Hypro's
post acquisition net sales during the period were $10.0 million.
International sales for the third quarter continued their strong growth,
increasing by $6.4 million to $35.0 million, or 22% over the third quarter of
1994. On a year to date basis, international sales increased by 18% and
domestic sales decreased by 1% over the same period in 1994. For the nine-
months ended September 30, 1995 and 1994, international sales accounted for 40%
and 36%, respectively, of total net sales.
Gross profit margins remain unchanged at 27% for the 1995 third quarter as
compared to the third quarter of 1994. For the nine months ended September 30,
1995 and 1994, the gross profit margin was 27% and 28%, respectively. Operating
expenses as a percentage of sales for the year-to-date as compared to 1994
increased from 20% to 21%. The manufacturing units increased sales in several
key segments during the period, including water purification and agriculture,
but earnings declined due to lower than expected results from the Company's
Australian operations and higher material costs in both domestic and
international markets.
Non-Operating Income and Income Taxes
- -------------------------------------
Interest expense was up for the three- and nine- months ended September 30, 1995
compared to the similar periods of 1994, due primarily to increased
manufacturing borrowings for working capital purposes, the debt incurred to
effect the Hypro acquisition and slightly higher interest rates.
Other income for the nine months ended September 30, 1995 increased by $2.2
million over the same period of last year. The increase was due primarily to
the sale of the Company's investment in Filtron Technologies Corporation for a
pre-tax gain of $1.4 million, $0.8 million, after tax.
Income tax expense was $1.1 million higher for the first nine months of 1995,
compared to the same period last year, reflecting increased pre-tax income.
Financial Condition
- -------------------
Cash flow from operations for the nine-months ended September 30, 1995 decreased
by $2.3 million, or 2%, from the comparable period in 1994. Cash flow for 1995
increased over 1994 due to increased net income of $1.4 million, lower cost of
storage gas of $5.2 million and a $14.7 million pipeline refund. The favorable
impact of the lower cost of storage gas and the $14.7 million pipeline refund
are expected to reverse in the fourth quarter. Furthermore, cash flow for the
nine- months ended September 30, 1995 decreased over 1994 due to lower
collections in the first quarter of 1995 from lower fourth quarter 1994 sales
reflected in lower accounts receivable balances.
Capital expenditures for the nine months ended September 30, 1995 amounted to
$40.7 million and additional capital expenditures of $22 million are expected
for the remainder of 1995.<PAGE>
<PAGE> 7
Wisconsin Gas Company Debt Offering
- -----------------------------------
On October 4, 1995, Wisconsin Gas filed an application with the PSCW for the
sale of up to $75 million of unsecured notes. Wisconsin Gas currently intends
to use the net proceeds from the sale of these notes to redeem $50 million of
its unsecured 9 1/8% notes due December 1, 1997. Such notes are callable at par
value on and after December 1, 1995. Subject to the actual amount of notes
offered for sale by Wisconsin Gas, it is currently expected that any remaining
net proceeds will be used to reduce short-term debt levels and for other general
corporate purposes. The note issuance is presently expected to occur in the
fourth quarter of 1995 and is subject to regulatory approval and market
conditions.
Acquisition of Hypro Corporation
- --------------------------------
On July 19, 1995, the Company acquired all of the outstanding common stock of
Hypro for $58 million in cash and the assumption of operating liabilities
totaling $13.3 million. Hypro designs, manufactures and markets pumps and water
processing equipment for the agricultural, high-pressure cleaning, marine,
industrial and fire protection markets. The acquisition was financed using the
proceeds of a $55 million bridge financing borrowing. Such borrowing is
classified as short-term debt in the Company's financial statements at September
30, 1995. As discussed below, the Company plans to issue common stock in the
fourth quarter of 1995 to repay a portion of the bridge financing. It is
currently expected that the remaining bridge financing will be repaid using the
proceeds from the issuance of long-term debt within the next twelve months. The
Hypro acquisition has been accounted for using the purchase method of
accounting. The cost in excess of net assets acquired was approximately $58
million and is being amortized over forty years.
On October 20, 1995, the Company filed a registration statement with the
Securities and Exchange Commission for the sale of up to an additional 1,265,000
shares of common stock. Assuming all necessary regulatory approvals are
obtained, the Company intends to offer these shares for sale through
underwriters in the fourth quarter of 1995. The Company plans to use the net
proceeds from the sale of these shares to retire a portion of the bridge loan
borrowing initiated to finance the Hypro acquisition.
Short-term Borrowings and Dividends
- -----------------------------------
The Company anticipates additional short-term borrowing during the fourth
quarter of 1995 to finance working capital needs primarily related to gas
storage and the financing of accounts receivable during the heating season.
On July 25, 1995, the directors of the Company authorized an increase in the
Company's dividend on common stock to $.41 per quarter ($1.64 per share on an
annual basis). The first quarterly payment at the new amount was made August
31, 1995 to shareholders of record on August 11, 1995.<PAGE>
<PAGE> 8
Federal Regulatory Matters
- --------------------------
On November 1, 1993, ANR Pipeline Company (ANR), Wisconsin Gas' principal
pipeline supplier, filed for a general rate increase with the Federal Energy
Regulatory Commission (FERC). The filing proposes increases in many areas of
ANR's regulated cost of service. The FERC ordered a reduction or elimination
of certain cost increases and permitted ANR to place the balance of the rate
increase (approximately $178 million) into effect on May 1, 1994, subject to
refund of any amounts ultimately determined to be unjust and unreasonable. The
rate case is scheduled for hearing beginning January 31, 1996. The Company
believes that any amount by which ANR is ultimately permitted to increase its
rates in this proceeding will not have a material impact on Wisconsin Gas or the
Company.
State Regulatory Matters
- ------------------------
Wisconsin Gas has the ability to raise or lower margin rates within a specified
range on a quarterly basis under the guidelines of a November 1994 PSCW rate
order. Wisconsin Gas has filed to reduce its base rates by $1.5 million and
$3.0 million on an annualized basis effective August 1, 1995 and November 1,
1995, respectively. With these reductions, Wisconsin Gas is $4.5 million below
the maximum margin rates allowed by the PSCW's rate order.
In July 1995, the PSCW initiated a proceeding to develop principles and analyze
alternatives for gas utilities to recover purchased gas costs to replace the
traditional purchased gas adjustment (PGA) mechanism. The PSCW staff is
soliciting proposals from interested parties. It is possible that some form of
gas cost incentive mechanism will be recommended for adoption by the PSCW. In
general, an incentive mechanism would establish a targeted gas cost for a
utility and would reward or penalize that utility based on its actual gas costs
incurred relative to the target. The PSCW has tentatively scheduled hearings
for March 1996, with any changes in the PGA mechanism to be effective November
1, 1996. Wisconsin Gas is unable to predict whether any changes to the PGA
mechanism will be adopted or the effect any changes that are adopted may have.
Other Matters
- -------------
Wisconsin Gas' collective bargaining agreement with the Oil, Chemical and Atomic
Workers International Union AFL-CIO, Local 6-18-1, expires December 1, 1995.
The contract covers approximately 300 hourly workers. Wisconsin Gas has begun
negotiations with Local 6-18-1 for a new agreement but cannot currently predict
when a new contract will be reached or on what terms an agreement will be made.
<PAGE>
<PAGE> 9
<TABLE>
<CAPTION>
WICOR, INC.
Consolidated Statements of Operation (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
(Thousands of Dollars) (Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues:
Gas distribution............... $ 71,084 $ 76,675 $ 357,553 $ 418,172
Manufacturing and other........ 91,654 74,362 253,688 239,569
---------- ---------- ---------- ----------
162,738 151,037 611,241 657,741
---------- ---------- ---------- ----------
Operating Costs and Expenses:
Cost of gas sold............... 47,668 53,618 220,941 272,377
Manufacturing cost of sales.... 66,561 54,179 184,798 171,413
Operations and maintenance..... 41,665 41,945 128,344 137,834
Depreciation and amortization.. 7,581 7,519 21,843 22,247
Taxes, other than income taxes. 2,296 2,444 7,044 7,594
---------- ---------- ---------- ----------
165,771 159,705 562,970 611,465
---------- ---------- ---------- ----------
Operating Income ................ (3,033) (8,668) 48,271 46,276
---------- ---------- ---------- ----------
Interest expense............... (4,905) (3,830) (13,774) (12,038)
Other income and (expenses).... 309 (50) 2,385 160
---------- ---------- ---------- ----------
Income Before Income Taxes....... (7,629) (12,548) 36,882 34,398
Income Taxes..................... (2,685) (4,479) 14,359 13,267
---------- ---------- ---------- ----------
Net Income....................... $ (4,944) $ (8,069) $ 22,523 $ 21,131
========== ========== ========== ==========
Per Share of Common Stock:
Income Per Common Share........ $ (0.29) $ (0.48) $ 1.33 $ 1.27
========== ========== ========== ==========
Cash Dividends Per Common Share $ 0.41 $ 0.40 $ 1.21 $ 1.18
========== ========== ========== ==========
Average Common Shares
Outstanding (Thousands)....... 16,950 16,810 16,941 16,650
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 10
<TABLE>
<CAPTION>
WICOR, INC.
Consolidated Balance Sheets
September 30
1995 December 31,
(Unaudited) 1994
------------- ------------
(Thousands of Dollars)
<S> <C> <C>
Assets
- ------
Current Assets:
Cash and cash equivalents......................... $ 21,456 $ 35,138
Accounts receivable, less allowance for
doubtful accounts of $10,940 and $9,233,
respectively.................................... 84,870 103,487
Accrued utility revenues.......................... 11,211 40,327
Manufacturing inventories......................... 63,268 60,239
Gas in storage, at weighted average cost.......... 30,981 38,050
Deferred income taxes............................. 12,385 15,540
Prepayments and other............................. 15,425 19,519
------------- ------------
239,596 312,300
Property, Plant and Equipment (less accumulated ------------- ------------
depreciation of $433,856 and $407,121,
respectively)................................... 431,544 415,563
------------- ------------
Deferred Charges and Other:
Systems development costs......................... 30,123 34,071
Deferred environmental costs...................... 41,481 41,942
Prepaid pension costs............................. 32,527 30,865
Gas transition costs.............................. 329 7,411
Other regulatory assets........................... 49,311 51,543
Goodwill.......................................... 63,110 6,914
Other............................................. 31,589 30,099
------------- ------------
248,470 202,845
------------- ------------
$ 919,610 $ 930,708
============= ============
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 11
<TABLE>
<CAPTION>
WICOR, INC.
Consolidated Balance Sheets
September 30,
1995 December 31,
(Unaudited) 1994
------------- ------------
(Thousands of Dollars)
<S> <C> <C>
Liabilities and Capitalization
- ------------------------------
Current Liabilities:
Accounts payable.................................. $ 57,472 $ 65,626
Refundable gas costs ............................. 15,203 18,058
Short-term borrowings............................. 102,916 111,506
Current portion of long-term debt................. 2,908 5,031
Accrued taxes..................................... 2,496 8,400
Accrued payroll and benefits...................... 20,229 15,141
Other............................................. 16,979 15,661
------------- ------------
218,203 239,423
------------- ------------
Deferred Credits and Other:
Deferred income taxes............................. 43,038 42,322
Environmental remediation costs................... 36,507 37,188
Postretirement benefit obligation................. 68,123 69,730
Unamortized investment tax credit................. 7,994 8,187
Gas transition costs.............................. 329 7,411
Other regulatory liabilities...................... 60,421 54,636
Other............................................. 21,206 18,674
------------- ------------
237,618 238,148
------------- ------------
Capitalization:
Long-term debt.................................... 168,488 161,669
Common stock...................................... 16,963 16,918
Other paid-in capital............................. 180,957 180,000
Retained earnings ................................ 103,444 101,418
Unearned compensation - ESOP and restricted stock. (6,063) (6,868)
------------- ------------
463,789 453,137
------------- ------------
$ 919,610 $ 930,708
============= ============
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 12
<TABLE>
<CAPTION>
WICOR, INC.
Consolidated Statements of Cash Flow (Unaudited)
Nine Months Ended
September 30,
-----------------------
1995 1994
---------- ----------
(Thousands of Dollars)
<S> <C> <C>
Operations:
Net income.......................................... $ 22,523 $ 21,131
Adjustments to reconcile net income to net
cash flows:
Depreciation and amortization..................... 36,033 35,632
Deferred income taxes............................. 5,191 (9,535)
Change in:
Receivables..................................... 51,671 66,259
Manufacturing inventories....................... 3,225 1,261
Gas in storage.................................. 7,069 1,841
Other current assets............................ 2,152 (4,326)
Accounts payable................................ (13,337) (15,151)
Refundable gas costs............................ (2,855) (4,845)
Accrued taxes................................... (11,325) (4,066)
Accrued payroll and benefits.................... 5,088 5,000
Other current liabilities....................... 1,318 1,657
Other non-current assets and liabilities, net... (563) 13,597
---------- ----------
106,190 108,455
---------- ----------
Investment Activities:
Capital expenditures.............................. (40,692) (36,967)
Acquistions, net of cash acquired................. (58,256) -
Proceeds from sale of investment.................. 5,099 -
Other ............................................ 244 308
---------- ----------
(93,605) (36,659)
---------- ----------
Financing Activities:
Change in short-term borrowings................... (2,402) (61,996)
Issuance of long-term debt........................ 4 -
Reduction in long-term debt ...................... (4,373) (2,517)
Issuance of common stock ......................... 1,002 8,705
Dividends paid on common stock, less
amounts reinvested ............................ (20,498) (17,316)
---------- ----------
(26,267) (73,124)
---------- ----------
Change in Cash and Cash Equivalents................... (13,682) (1,328)
Cash and Cash Equivalents at Beginning of Period...... 35,138 22,953
---------- ----------
Cash and Cash Equivalents at End of Period............ $ 21,456 $ 21,625
========== ==========
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<PAGE> 13
Notes to Consolidated Financial Statements (Unaudited):
1) At September 30, 1995 WICOR had borrowings of $16.9 million and
availability of $141.4 million under unsecured lines of credit with
several banks.
A total of $37.0 million of commercial paper was outstanding as of
September 30, 1995 at a weighted average interest rate of 5.9%.
2) For purposes of the Consolidated Statements of Cash Flows, income taxes
paid, net of refunds, and interest paid (excluding capitalized
interest) were as follows:
For the nine months
ended September 30,
----------------------
1995 1994
---------- ----------
(Thousands of Dollars)
Income taxes paid $ 23,582 $ 31,511
Interest paid $ 12,021 $ 13,751
3. On July 19, 1995, the Company acquired Hypro Corporation (Hypro) in a
merger for $58 million in cash and the assumption of operating
liabilities totaling $13.3 million. The acquisition was financed using
the proceeds from a bridge financing borrowing. Hypro designs,
manufactures and markets pumps and water processing equipment for the
agricultural, high-pressure cleaning, marine, industrial and fire
protection markets. The acquisition has been accounted for using the
purchase method of accounting. Hypro's results of operations have been
included in the Company's consolidated financial statements beginning
July 20, 1995. Hypro's operations are not material in relation to the
Company's consolidated financial statements and pro forma financial
information has therefore not been presented. The cost in excess of
net assets acquired was approximately $58 million and is being
amortized over forty years. For the year ended September 30, 1994,
Hypro had revenues and operating income of $41.1 million and $5.7
million, respectively.
4) On October 4, 1995, Wisconsin Gas filed an application with the Public
Service Commission of Wisconsin (PSCW) for the sale of up to $75
million of unsecured notes. Wisconsin Gas intends to use the net
proceeds from the sale of these notes to redeem $50 million of its 9
1/8% notes due December 1, 1997. Such notes are callable at par value
on and after December 1, 1995. Subject to the actual amount of notes
offered for sale by Wisconsin Gas, it is currently expected that any
remaining net proceeds will be used to reduce short-term debt levels
and for other general corporate purposes. The note issuance is
presently expected to occur in the fourth quarter of 1995 and is
subject to regulatory approval and market conditions.<PAGE>
<PAGE> 14
5) In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of." This statement imposes stricter criteria for regulatory
assets by requiring that such assets be probable of future recovery at
each balance sheet date. The Company anticipates adopting this
standard on January 1, 1996 and does not expect that adoption will have
a material impact on the financial position or results of operations
of the Company based on the current regulatory structure in which the
Company operates. This conclusion may change in the future as
competitive factors and regulatory changes develop.
<PAGE>
<PAGE> 15
Part II - Other Information
Item 1. Legal Proceedings
On September 21, 1995, the U.S. Environmental Protection Agency notified Sta-
Rite of its potential liability under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) at a site at which drums
were reconditioned located in South Milwaukee, Wisconsin. As a generator of
certain substances, Sta-Rite has been named (along with many other entities,
some of which are larger and some of which are smaller than Sta-Rite) as a
potentially responsible party, with respect to this site. Sta-Rite is
currently reviewing available records and gathering information regarding
this matter. At this time, Sta-Rite is unable to estimate what costs, if
any, it may incur in connection with remediation of this site. Sta-Rite is
investigating whether its general liability insurance provides coverage for
any remediation costs it may incur.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4.1 Revolving Credit Agreement Amendment, effective November
15, 1994, among WICOR, Inc. and Citibank, N.A., Firstar
Bank Milwaukee, N.A., Harris Trust and Savings Bank, M&I
Marshall and Ilsley Bank and Citibank, N.A., as Agent.
4.2 Revolving Credit Agreement Amendment, effective November
15, 1994, among Wisconsin Gas Company and Citibank, N.A.,
Firstar Bank Milwaukee, N.A., Harris Trust and Savings
Bank, M&I Marshall and Ilsley Bank and Citibank, N.A., as
Agent.
4.3 Revolving Credit Agreement Amendment, effective November
15, 1994, among Sta-Rite Industries and Citibank, N.A.,
Firstar Bank Milwaukee, N.A., Harris Trust and Savings
Bank, M&I Marshall and Ilsley Bank and Citibank, N.A., as
Agent.
4.4 Revolving Credit Agreement Amendment, effective July 12,
1995, among WICOR, Inc. and Citibank, N.A., Firstar Bank
Milwaukee, N.A., Harris Trust and Savings Bank, M&I
Marshall and Ilsley Bank and Citibank, N.A., as Agent.
4.5 Loan Agreement Amendment effective November 4, 1994, by and
among Wisconsin Gas Company Employees' Savings Plans Trust,
WICOR, Inc. and M&I Marshall and Ilsley Bank.
27 Financial data schedule.
(b) Reports on Form 8-K - There were no reports on Form 8-K filed by
the Company during the third quarter of 1995.<PAGE>
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WICOR, INC.
Dated: October 25, 1995 By: /s/ Joseph P. Wenzler
---------------------------
Joseph P. Wenzler
Vice President, Treasurer
and Chief Financial Officer<PAGE>
<PAGE>
<PAGE> 1
Exhibit 4.1
November 15, 1994
To the Lenders parties to the
Credit Agreement referred to below
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement, dated as of March 29, 1993
(the "Credit Agreement"), among the undersigned, each of you as Lenders, and
CITIBANK, N.A., as your Agent. Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein defined.
It is hereby agreed by each of you and us that, effective as of the
date first above written, the Credit Agreement is amended by (i) deleting the
number "0.45%" contained in the definition of the term "Applicable Margin" in
Section 1.01 thereof and substituting therefor the number "0.425%", and (ii)
deleting the number "0.1875%" contained in Section 2.04(a) thereof and
substituting therefor the number "0.1625%".
On and after the effective date of this letter amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof"
or words of like import referring to the Credit Agreement, and each reference
in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended by this letter amendment. The Credit
Agreement, as amended by this letter amendment, is and shall continue to be
in full force and effect and is hereby in all respects ratified and
confirmed.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning the enclosed eight counterparts of this
letter amendment to King & Spalding, 120 West 45th Street, New York, New
York, 10036, Attention of Jeff V. Nelson, who will distribute fully executed
counterparts to each of us upon his receipt thereof. This letter amendment
shall become effective as of the date first above written when and if
counterparts of this letter amendment shall have been executed by us and each
of the Lenders. This letter amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.
The letter amendment may be executed in any number of counterparts and
by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
This letter amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
WICOR, INC.
By Joseph P. Wenzler
---------------------------------
Title Vice President, Treasurer and CFO
<PAGE> 2
Agreed as the date first above written:
CITIBANK, N.A, as a Lender and the Agent
By ANITA J. BRICKELL
-----------------
Title Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By SANDRA J. HARTAG
----------------
Title Vice President
HARRIS TRUST AND SAVINGS BANK
By ANDREW S. PETERSON
------------------
Title Vice President
M&I MARSHALL & ILSLEY BANK
By GINA A. PETERS
--------------
Title Vice President<PAGE>
<PAGE>
<PAGE> 1
Exhibit 4.2
November 15, 1994
To the Lenders parties to the
Credit Agreement referred to below
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement, dated as of March 29, 1993
(the "Credit Agreement"), among the undersigned, each of you as Lenders, and
CITIBANK, N.A., as your Agent. Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein defined.
It is hereby agreed by each of you and us that, effective as of the
date first above written, the Credit Agreement is amended by (i) deleting the
number "0.375%" contained in the definition of the term "Applicable Margin"
in Section 1.01 thereof and substituting therefor the number "0.34%", and
(ii) deleting the number "0.15%" contained in Section 2.04(a) thereof and
substituting therefor the number "0.125%".
On and after the effective date of this letter amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof"
or words of like import referring to the Credit Agreement, and each reference
in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended by this letter amendment. The Credit
Agreement, as amended by this letter amendment, is and shall continue to be
in full force and effect and is hereby in all respects ratified and
confirmed.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning the enclosed eight counterparts of this
letter amendment to King & Spalding, 120 West 45th Street, New York, New
York, 10036, Attention of Jeff V. Nelson, who will distribute fully executed
counterparts to each of us upon his receipt thereof. This letter amendment
shall become effective as of the date first above written when and if
counterparts of this letter amendment shall have been executed by us and each
of the Lenders. This letter amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.
The letter amendment may be executed in any number of counterparts and
by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
This letter amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
WISCONSIN GAS COMPANY
By Joseph P. Wenzler
----------------------------
Title Vice President and CFO
<PAGE> 2
Agreed as the date first above written:
CITIBANK, N.A, as a Lender and the Agent
By ANITA J. BRICKELL
-----------------
Title Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By SANDRA J. HARTAG
----------------
Title Vice President
HARRIS TRUST AND SAVINGS BANK
By ANDREW S. PETERSON
------------------
Title Vice President
M&I MARSHALL & ILSLEY BANK
By GINA A. PETERS
--------------
Title Vice President<PAGE>
Exhibit 4.3
November 15, 1994
To the Lenders parties to the
Credit Agreement referred to below
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement, dated as of March 29, 1993
(the "Credit Agreement"), among the undersigned, each of you as Lenders, and
CITIBANK, N.A., as your Agent. Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein defined.
It is hereby agreed by each of you and us that, effective as of the
date first above written, the Credit Agreement is amended by (i) deleting the
number "0.65%" contained in the definition of the term "Applicable Margin" in
Section 1.01 thereof and substituting therefor the number "0.625%", and (ii)
deleting the number "0.20%" contained in Section 2.04(a) thereof and
substituting therefor the number "0.175%".
On and after the effective date of this letter amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof"
or words of like import referring to the Credit Agreement, and each reference
in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended by this letter amendment. The Credit
Agreement, as amended by this letter amendment, is and shall continue to be
in full force and effect and is hereby in all respects ratified and
confirmed.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning the enclosed eight counterparts of this
letter amendment to King & Spalding, 120 West 45th Street, New York, New
York, 10036, Attention of Jeff V. Nelson, who will distribute fully executed
counterparts to each of us upon his receipt thereof. This letter amendment
shall become effective as of the date first above written when and if
counterparts of this letter amendment shall have been executed by us and each
of the Lenders. This letter amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.
The letter amendment may be executed in any number of counterparts and
by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
This letter amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
STA-RITE INDUSTRIES, INC.
By James J. Monnat
-------------------------
Title Treasurer
Agreed as the date first above written:
CITIBANK, N.A, as a Lender and the Agent
By ANITA J. BRICKELL
-----------------
Title Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By SANDRA J. HARTAG
----------------
Title Vice President
HARRIS TRUST AND SAVINGS BANK
By ANDREW S. PETERSON
------------------
Title Vice President
M&I MARSHALL & ILSLEY BANK
By GINA A. PETERS
--------------
Title Vice President
<PAGE>
<PAGE> 1
LETTER AGREEMENT
July 12, 1995
To The Lenders parties to the
Credit Agreements referred to below
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement, dated as of March 29, 1995,
as amended pursuant to the letter amendment, dated November 15, 1994 (as
amended, the "Credit Agreement"), among the undersigned, each of you as
Lenders, and Citibank, N.A. as your Agent. Unless otherwise defined herein,
the terms defined in the Credit Agreement shall be used herein as therein
defined.
It is hereby agreed by each of you and us that, effective as of the
date first above written, the Credit Agreement is amended by deleting Section
5.02(c) thereof in its entirety and by inserting in lieu thereof, the
following:
(c) Mergers, Etc. Merge or consolidate with or into, or sell, convey,
assign, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all its assets (whether
now owned or hereafter acquired) to, any Person, or permit any of its
Subsidiaries to do so, except that any Subsidiary of the Borrower may merge
or consolidate with or into, or dispose of assets to, any other Subsidiary of
the Borrower and except that any Subsidiary of the Borrower may merge into or
dispose of assets to the Borrower, provided in each case that, immediately
after giving effect to such proposed transaction, no Event of default or
Unmatured Default would exist and, provided further, in each case that,
immediately after giving effect to such proposed transaction, the Borrower,
shall be in compliance with subsection (b), above.
On and after the effective date of this letter amendment, each
reference in the Credit Agreement to "this Agreement":, "herewith", "hereof"
or words of like import referring to the Credit Agreement, and each reference
in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement shall mean and be a reference
to the Credit Agreement as previously amended and as amended by this letter
amendment. The Credit Agreement, as amended by this letter amendment, is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning the enclosed eight counterparts of this
letter amendment to King & Spalding, 120 West 45th Street, New York, New
York, 10036, Attention of Alexander C.S. Spiro, who will distribute fully
executed counterparts to each of us upon his receipt thereof. This letter
amendment shall become effective as of the date first above written when and
if counterparts of this letter amendment shall have been executed by us and
each of the Lenders. This letter amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.
This letter amendment may be executed in any number of counterparts and
by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.<PAGE>
<PAGE> 2
This letter amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
WICOR, INC.
By Joseph P. Wenzler
-----------------------------------
Vice President, Treasurer & CFO
By Jim Jensen
-------------------------------
Vice President
FIRSTAR BANK MILWAUKEE,N.A.
Sandra Hartag
By -------------------------------
Vice President
HARRIS TRUST AND SAVINGS BANK
By Andrew Petersen
-------------------------------
Vice President
M&I MARSHALL & ILSLEY BANK
By Frank E. Briber III
-------------------------------
Executive Vice President<PAGE>
<PAGE>
<PAGE> 1
Exhibit 4.5
FIRST AMENDMENT
TO
LOAN AGREEMENT
This First Amendment to Loan agreement is made and entered into as of
the 4th day of November, 1994, by and among Wisconsin Gas Company Employees'
Savings Plans Trust (the "Trust"), WICOR, Inc., (the "Company") and M&I
Marshall & Ilsley Bank, a Wisconsin banking corporation (the"Bank"). All
terms not otherwise defined hereinshall have the meanings assigned to such
terms in the Loan Agreement by and among the Trust, the Company and the Bank
dated as of November 4, 1991 (the Company and the Bank dated as of November
4, 1991 (the "Agreement").
WITNESSETH:
WHEREAS, the maturity of the ESOP Note is November 4, 1994; and
WHEREAS, the Trust has requested that the maturity date of the ESOP
Loan be extended until November 3, 1995 and the Bank has agreed to such
extension;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment of Subsection 2.1. Subsection 2.1 of the Agreement
shall be, and it hereby is, amended by deleting the first
sentence thereof in its entirety and, in lieu thereof, inserting
the following:
"Subject to the terms and conditions hereof, the Bank agrees to
lend to the Trust, on the Effective Date, Ten Million Dollars
($10,000,000), which amount shall be payable in seventeen (17)
consecutive installments, consisting of sixteen (16) consecutive
Quarterly installments of Two Hundred Fifty Thousand Dollars
($250,000) each payable on the last Business day of each Quarter
commencing on November 30, 1991, and a final payment in the
amount of the outstanding principal balance on November 3, 1995."
2. Amendment of Subsection 2.2. Subsection 2.2 of the Agreement
shall be, and it hereby is, amended by deleting part (b) thereof
in its entirety and, in lieu thereof, inserting the following:
"(b) be stated to mature on November 3, 1995, and be payable as
provided in subsection 2.1 hereof, and"
3. Effectiveness of Amendment. This Amendment shall become
effective upon receipt by the Bank of (i) a copy of this
Amendment duly executed by the Trust, the Bank and the Company,
(ii) the Consent of Guarantor attached to this Amendment duly
executed by the Company and (iii) the Amended and Restated
Promissory Note substantially in the form attached hereto as
Exhibit A executed by the Trust which Note shall hereinafter
constitute the ESOP Note.<PAGE>
<PAGE> 2
4. Miscellaneous.
(a) The Trust hereby represents and warrants to the Bank that
all of the representations and warranties made by the Trust
in the Loan Documents are true and correct on the date of
this Amendment and that no Default or Event of Default
under the Agreement has occurred and is continuing as of
the date of this Amendment.
(b) The Company hereby represents and warrants to the Bank that
all of the representations and warranties made by the
Company in the Loan Documents are true and correct on the
date of this Amendment; that no Default or Event of Default
under the Agreement has occurred and is continuing as of
the date of this Amendment; that the making, execution and
delivery of this Amendment, and performance of and
compliance with the terms of the Agreement, as hereby
amended, (i) have been duly authorized by the Boards of
Directors of Wisconsin Gas and of the Company and by all
other actions, (ii) do not and will not conflict with,
contravene or violate ;any provision of, or result in a
breach of or default under, or require the waiver (not
already obtained) of any provision of or the consent (not
already given) of any Person under the terms of, the Trust
Agreement and (iii) will not violate, conflict with, or
constitute a default under any law, regulation, order or
any other requirement of any court, tribunal, arbitrator,
or Governmental Authority; that the Agreement, as amended
hereby and the ESOP Note, as amended and restated by the
Amended and Restated Promissory Note constitute valid and
legally binding obligations of the Trust, and enforceable
in accordance with their respective terms, except as
limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally
the enforcement of creditors' rights.
(c) Each reference in the Agreement to "this Agreement" and
each reference in the ESOP Note and the Guaranty to
"Agreement" shall be deemed a reference to the Agreement as
amended by this amendment.
(d) Except as amended by this Amendment, the terms and
conditions of the Agreement shall remain in all other
respects in full force and effect.
(e) The Company acknowledges and agrees that pursuant to
subsection 11.6 of the Guaranty, the Company shall cause
Wisconsin Gas to reimburse the Bank for all of its out of
pocket costs and expenses incurred in connection with this
Amendment, including the fees and disbursements of the
counsel to the Bank for the preparation hereof and expenses
incurred in connection herewith.
(f) This Amendment and the rights and obligations of the
parties hereto shall be governed by the laws of the State
of Wisconsin.<PAGE>
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Loan Agreement to be executed by their respective officers.
CITIBANK, N.A., AS TRUSTEE OF
THE WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLANS TRUST
By Karen London
------------------------------
Trust Officer
WICOR, INC.
By Joseph P. Wenzler
------------------------------
V. P. Treasurer and
Chief Financial Officer
M & I MARSHAL ILSLEY BANK
By Gina A. Peter
------------------------------
Vice President
<PAGE>
<PAGE> 4
CONSENT OF GUARANTOR
The undersigned hereby (i) acknowledges and agrees that the Guaranty
executed by the undersigned is and remains in full force and effect subject
to no defense, counterclaim or offset of any kind, (ii) acknowledges its
receipt of a copy of the foregoing Amendment, acknowledges that it has
received notice of the extension of the time for payment of the ESOP Loan
pursuant to such Amendment and hereby consents and agrees to the terms of the
foregoing Amendment, all in accordance with Section 7 of the Guaranty and
(iii) acknowledges and agrees that the giving of the undersigned's consent to
the foregoing Amendment shall not in any way be construed to require the
giving of the undersigned's consent to any future amendment.
Dated as of November 4, 1994.
WICOR, INC.
By: JOSEPH P. WENZLER
----------------------------
Vice President, Treasurer
& Chief Financial Officer
<PAGE>
<PAGE> 5
AMENDED AND RESTATED
PROMISSORY NOTE
$10,000,000.00 November 4, 1991
as amended and restated
as of November 4, 1994
FOR VALUE RECEIVED, the undersigned Wisconsin Gas Company Employees'
Savings Plans Trust (the "Trust"), a trust legally organized under the laws
of the State of Wisconsin, promises to pay to the order of M&I Marshall &
Ilsley Bank (the "Bank") at its main office in the City of Milwaukee,
Wisconsin, the principal sum of Ten Million ($10,000,000.00), payable in
sixteen (16) consecutive quarterly installments of Two Hundred Fifty Thousand
Dollars ($250,000.00) each, commencing on November 30, 1991 and on the last
Business Day of each succeeding Quarter thereafter and a final installment of
principal in the amount of Six Million Dollars ($6,000,000.00) due and
payable in full on November 2, 1995. Capitalized terms used herein and not
otherwise defined shall have the meanings given to such terms in that certain
Loan Agreement by and amount the Trust, WICOR, Inc. (the "Company") and the
Bank dated as of November 4, 1991, as amended by the First Amendment to Loan
Agreement among the Trust, the Company and the Bank dated as of November 4,
1994 (the "Agreement").
The unpaid principal balance hereof shall bear interest at a rate per
annum equal to that interest rate Wisconsin Gas Company elects to have this
loan bear under the Agreement. Interest shall be payable hereunder by the
Trust to the Bank as provided in Section 2 of the Agreement.
The Trust may at any time and from time to time without premium or
penalty (except as otherwise provided in Section 2.3 of the Agreement), make
prepayments in whole or in part of the principal amount hereof. All
prepayments shall be applied to the last maturing principal installments in
the inverse order of their maturities and shall be accompanied by interest
accrued on the amount prepaid through the prepayment date.
No person entitled to payment hereunder shall have any right to any
assets of the Trust other than (a) shares of common stock of the Company
purchased with the proceeds of the loan evidenced by this Note and not
allocated to participants in the Wisconsin Gas Company Employees' Savings
Plan (the "ESOP"), (b) contributions (other than contributions of employer
securities) that are made to the Trust for the account of the ESOP to permit
the Trust to meet its obligations under this Note, and (c) earnings
attributable to such common stock and the investment of such contributions.
This note is evidence of an Acquisition Loan made pursuant to Section
4.07(b) of the Trust, and the proceeds of such loan shall be used in
accordance with such Section.<PAGE>
<PAGE> 6
Anything herein to the contrary notwithstanding, this Note is intended
to be consistent and in conformity with all laws, rules of law, and
regulations relating to loans made to employee stock ownership trusts
(defined by Section 4975(e) (7) of the Internal Revenue Code of 1988),
including but not limited to Sections 401, 409, and 4975 of the Internal
Revenue Code of 1986 and the regulations thereunder, and Sections 406, 407
and 408 of the Employer Retirement Income Security Act of 1974 and the
regulations thereunder. To the extent that any provision of this Note shall
at any time be found inconsistent with any such laws, rule of law or
regulations, such inconsistent provisions shall be inapplicable and such
provisions found inapplicable shall be deemed amended, revised, as reasonably
required, in order to provide conformity with the laws, rules of law, and
regulations governing loans to employee stock ownership trusts in purchase
qualifying employer securities.
This Note constitutes the ESOP issued pursuant to the Agreement, to
which Agreement reference is hereby made for definitions of certain defined
terms used herein and for a statement of certain terms and conditions under
which the load evidenced hereby was made and is to be repaid. If an event of
Default shall occur, the entire unpaid principal balance of, and all accrued
interest on, this Note shall become automatically and immediately due and
payable or may be declared immediately due and payable as provided in the he
Agreement.
The Trust hereby waives presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note. This Note shall be
construed and enforced in accordance with the Laws of the State of Wisconsin.
CITIBANK, N.A., as trustee for
WISCONSIN GAS COMPANY EMPLOYEES'
SAVINGS PLANS TRUST
By: Karen London
------------------------------
Trust Officer<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the WICOR,
Inc. Form 10-Q for the three months ended September 30, 1995 and is qualified in
its entirety by reference to such financial statements and the related
footnotes.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 372,191
<OTHER-PROPERTY-AND-INVEST> 59,353
<TOTAL-CURRENT-ASSETS> 239,596
<TOTAL-DEFERRED-CHARGES> 248,470
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 919,610
<COMMON> 16,963
<CAPITAL-SURPLUS-PAID-IN> 180,957
<RETAINED-EARNINGS> 97,381
<TOTAL-COMMON-STOCKHOLDERS-EQ> 295,301
0
0
<LONG-TERM-DEBT-NET> 168,488
<SHORT-TERM-NOTES> 55,000
<LONG-TERM-NOTES-PAYABLE> 135,000
<COMMERCIAL-PAPER-OBLIGATIONS> 37,000
<LONG-TERM-DEBT-CURRENT-PORT> 2,908
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 360,913
<TOT-CAPITALIZATION-AND-LIAB> 919,610
<GROSS-OPERATING-REVENUE> 611,241
<INCOME-TAX-EXPENSE> 14,359
<OTHER-OPERATING-EXPENSES> 562,970
<TOTAL-OPERATING-EXPENSES> 577,329
<OPERATING-INCOME-LOSS> 33,912
<OTHER-INCOME-NET> 2,385
<INCOME-BEFORE-INTEREST-EXPEN> 36,297
<TOTAL-INTEREST-EXPENSE> 13,774
<NET-INCOME> 22,523
0
<EARNINGS-AVAILABLE-FOR-COMM> 22,523
<COMMON-STOCK-DIVIDENDS> 20,498
<TOTAL-INTEREST-ON-BONDS> 895
<CASH-FLOW-OPERATIONS> 106,190
<EPS-PRIMARY> 1.33
<EPS-DILUTED> 1.33
</TABLE>
