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File No. 69-255
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
WICOR, Inc.
-------------------------------------------
(Name of holding company claiming exemption)
Robert A. Nuernberg
626 East Wisconsin Avenue
Milwaukee, WI 53202
---------------------------------------
(Name and address of agent for service)
It is respectfully requested that a copy of all communications
relating to this filing to be sent to:
Joseph P. Wenzler Robert A. Nuernberg
Vice President, Treasurer Secretary
and Chief Financial Officer WICOR, Inc.
WICOR, Inc. 626 East Wisconsin Avenue
626 East Wisconsin Avenue Milwaukee, Wisconsin 53202
Milwaukee, Wisconsin 53202
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FORM U-3A-2
WICOR, Inc. ("WICOR") hereby files with the Securities and
Exchange Commission, pursuant to Rule 2, its statement claiming
exemption as a holding company from the provisions of the Public
Utility Holding Company Act ("Act"), and submits the following
information:
1. Name, State of organization, location and nature of
business of claimant and every subsidiary thereof, other than any
exempt wholesale generator (EWG) or foreign utility company in
which claimant directly or indirectly holds an interest.
WICOR, the holding company claiming exemption from the
provisions of the Act, is incorporated under the laws of the State
of Wisconsin and maintains its principal office and place of
business in Milwaukee, Wisconsin. It is not engaged directly in
any business. It is the sole shareholder of Wisconsin Gas Company
("Wisconsin Gas"), WICOR Energy Services Company ("WICOR Energy") ,
FieldTech, Inc. ("FieldTech") and WICOR Industries, Inc. ("WICOR
Industries"), which in turn is the sole shareholder of Sta-Rite
Industries, Inc. ("Sta-Rite"), SHURflo Pump Manufacturing Co.
("SHURflo"), Hypro Corporation ("Hypro"), WEXCO of Delaware, Inc.
("WEXCO"), and WICOR FSC, Inc. ("FSC").
Wisconsin Gas is incorporated under the laws of the State of
Wisconsin and maintains its principal office and place of business
in Milwaukee, Wisconsin. Wisconsin Gas is a "gas utility company"
and a "public-utility company" under the Act. At December 31,
1996, Wisconsin Gas distributed gas to 513,000 customers in 514
communities in Wisconsin, where all of its business is conducted.
Wisconsin Gas is subject to the jurisdiction of the Public Service
Commission of Wisconsin as to various phases of its operations,
including rates, service and issuance of securities.
FieldTech is incorporated under the laws of the State of
Wisconsin and maintains its principal office and place of business
in Milwaukee, Wisconsin. FieldTech was formed in 1995 and operated
as a division of Wisconsin Gas until October 1, 1996, when it was
incorporated as a subsidiary of WICOR. FieldTech performs meter
reading installation, training and project management, and contract
meter reading services.
WICOR Energy is incorporated under the laws of the State of
Wisconsin and maintains its principal office and place of business
in Milwaukee, Wisconsin. WICOR Energy, formed in 1995, is in the
business of selling natural gas and related services, primarily in
Wisconsin
<PAGE> 3
WICOR Industries is an intermediate manufacturing holding
company which was formed in December, 1996 for the purpose of
improving the ability of WICOR to raise capital for its
manufacturing business at a lower cost that would otherwise be
possible, to obtain additional flexibility in structuring
borrowings, and to provide better access to capital markets.
Sta-Rite is incorporated under the laws of the State of
Wisconsin and maintains its principal office and place of business
in Delavan, Wisconsin. Sta-Rite is a manufacturer and marketer of
pumps and water processing equipment for markets throughout the
world. Sta-Rite has manufacturing and assembly activities which
are carried on in five plants in the United States, two in Italy,
and one each in Germany, Mexico, New Zealand, and Australia.
SHURflo is incorporated under the laws of California and
maintains its principal office and place of business in Santa Ana,
California. SHURflo is a manufacturer and marketer of pumps for
the beverage, recreational vehicle and marine, industrial and water
markets. SHURflo has its manufacturing plant in Santa Ana,
California, a distribution facility in Indiana, and a sales
distribution facility in England.
Hypro is incorporated under the laws of the State of Minnesota
and maintains its principal office and place of business in New
Brighton, Minnesota. Hypro is a manufacturer and marketer of pumps
for the agricultural spraying, high pressure cleaning, marine
engine cooling, industrial lubrication and recirculation,
firefighting, and other fluid pressurization and transfer markets.
Hypro has its manufacturing plant in New Brighton, Minnesota.
WEXCO is incorporated under the laws of the State of Delaware
and maintains its principal office and place of business at 626
East Wisconsin Avenue, Milwaukee, Wisconsin. WEXCO was engaged in
natural gas and oil exploration and development through financial
partnerships with established independent producers. WEXCO sold
substantially all of its properties in 1993.
FSC is incorporated under the laws of Barbados and maintains
its principal office and place of business in Milwaukee. FSC
serves as a commission sales agent to each of WICOR's manufacturing
subsidiaries. In this manner each manufacturing subsidiary
qualifies for the export sale income tax advantage available under
the Internal Revenue Code.
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2. A brief description of the properties of claimant and each
of its subsidiary public utility companies used for the generation,
transmission, and distribution of electric energy for sale, or for
the production, transmission, and distribution of natural or
manufactured gas, indicating the location of principal generating
plants, transmission line, producing fields, gas manufacturing
plant, and electric and gas distribution facilities including all
such properties which are outside the State in which claimant and
its public utility subsidiaries are organized and all transmission
or pipelines which deliver or receive electric energy or gas at the
borders of such State.
Wisconsin Gas, the only "public-utility company" of WICOR,
operates integrated transmission and distribution facilities in the
State of Wisconsin only. On December 31, 1996, Wisconsin Gas'
distribution systems included approximately 8,500 miles of mains,
427,000 services and 516,000 active meters. Wisconsin Gas also
owns its main office building in Milwaukee, office buildings in
certain other communities in which it serves, regulating and
metering stations, peaking facilities and its major service
centers, including garage and warehouse facilities. All of
Wisconsin Gas' properties are located in Wisconsin.
3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public utility
companies:
(a) Number of kwh of electric energy sold (at retail or
wholesale), and Mcf of natural or manufactured gas distributed
at retail.
For the calendar year ended December 31, 1996, 135,528 Mdth of
natural gas were sold at retail or transported by Wisconsin Gas.
(One dekatherm (dth) equals 1,000,000 Btu's. "Mdth" means one
thousand dekatherms, or one billion Btu's.) Neither WICOR nor
Wisconsin Gas distributed any manufactured gas at retail during
this period.
(b) Number of kwh of electric energy and Mcf of natural or
manufactured gas distributed at retail outside the State in
which each such company is organized.
For the calendar year ended December 31, 1996, neither WICOR
nor Wisconsin Gas distributed at retail any manufactured or natural
gas outside Wisconsin, the State in which each of these companies
is organized.
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(c) Number of kwh of electric energy and Mcf of natural or
manufactured gas sold at wholesale outside the State in which
each such company is organized, or at the State line.
For the calendar year ended December 31, 1996, neither WICOR
nor Wisconsin Gas sold at wholesale any natural or manufactured gas
outside Wisconsin, the State in which each of these companies is
organized, or at the State line.
(d) Number of kwh of electric energy and Mcf of natural
gas or manufactured gas purchased outside the State in which
each such company is organized, or at the State line.
For the calendar year ended December 31, 1996, Wisconsin Gas
purchased 108,000 Mdth of natural gas outside the State of
Wisconsin for its Wisconsin general system supply.
4. The following information for the reporting period with
respect to claimant and each interest it holds directly or
indirectly in an EWG or a foreign utility company, stating monetary
amounts in U.S. dollars.
(a) Name, location, business address and description of
the facilities used by the EWG or foreign company for the
generation, transmission and distribution of electric energy
for sale or for the distribution at retail of natural or
manufactured gas.
None.
(b) Name of each system company that holds an interest in
such EWG or foreign utility company; and description of the
interest held.
Not applicable.
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption; any
direct or indirect guarantee of the security of the EWG or
foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which
there is recourse, directly or indirectly, to the holding
company claiming exemption or another system company, other
than the EWG or foreign utility company.
None.
(d) Capitalization and earnings of the EWG or foreign
utility company during the reporting period.
Not applicable.
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(e) Identify any service, sale or construction contract(s)
between the EWG or foreign utility company and a system company,
and describe the services to be rendered or goods sold and fees or
revenues under such agreement(s).
Not applicable.
EXHIBIT 1
A consolidating statement of income and surplus of the claimant
and its subsidiary companies for the last calendar year, together
with a consolidating balance sheet of claimant and its subsidiary
companies as of the close of such calendar year.
The following consolidating financial statements of WICOR are
filed herewith.
WICOR, Inc. and Subsidiaries
- - Consolidating Statement of Income, Year Ended December 31, 1996
- - Consolidating Statement of Retained Earnings, Year Ended
December 31, 1996
- - Consolidating Balance Sheet, December 31, 1996
EXHIBIT 2
Not required.
EXHIBIT 3
An organization chart showing the relationship of each EWG or
foreign utility company to associate companies in the holding-
company system.
Not applicable.
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The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 25th day
of February, 1997.
WICOR, Inc.
By /s/ JOSEPH P. WENZLER
-----------------------------
Joseph P. Wenzler
Vice President, Treasurer and
Chief Financial Officer
ATTEST:
[CORPORATE SEAL]
/S/ ROBERT A. NUERNBERG
- ------------------------------
Robert A. Nuernberg
Secretary
Name, title and address of officer to whom notices and
correspondence concerning the statement should be addressed.
Robert A. Nuernberg
Secretary
WICOR, Inc.
626 E. Wisconsin Avenue
Milwaukee, WI 53202
<PAGE> 1
WICOR, Inc. and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
WICOR
Wisconsin Energy Field WICOR Elim.
WICOR, Gas Services Tech, Industries, and
Inc. Company Company Inc. Inc. Reclass. Consolidated
----------- ----------- ---------- --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Operating revenues $ - $ 573,596 $ 28,801 $ 288 $ 409,916 $ - $ 1,012,601
Equity in earnings of
subsidiary companies 47,067 - - - - (47,067) -
----------- ----------- ---------- --------- ---------- ---------- -------------
47,067 573,596 28,801 288 409,916 (47,067) 1,012,601
----------- ----------- ---------- --------- ---------- ---------- -------------
Costs and Expenses:
Cost of gas sold - 365,398 28,283 - - - 393,681
Manufacturing cost of sales - - - - 297,053 - 297,053
Operating and maintenance 759 101,153 651 532 84,462 - 187,557
Depreciation and amortization 100 32,848 43 - 1,364 - 34,355
Taxes, other than income taxes 9 9,230 - - 5 - 9,244
----------- ----------- ---------- --------- ---------- ---------- -------------
868 508,629 28,977 532 382,884 - 921,890
----------- ----------- ---------- --------- ---------- ---------- -------------
Operating Income 46,199 64,967 (176) (244) 27,032 (47,067) 90,711
----------- ----------- ---------- --------- ---------- ---------- -------------
Interest Expense (62) (12,934) - - (5,820) 467 (18,349)
Other Income and Expense 722 662 85 - 112 (467) 1,114
----------- ----------- ---------- --------- ---------- ---------- -------------
660 (12,272) 85 - (5,708) - (17,235)
----------- ----------- ---------- --------- ---------- ---------- -------------
Income Before Income Taxes 46,859 52,695 (91) (244) 21,324 (47,067) 73,476
Income Taxes 88 20,335 (38) (78) 6,398 - 26,705
----------- ----------- ---------- --------- ---------- ---------- -------------
Net Income $ 46,771 $ 32,360 $ (53) $ (166) $ 14,926 $ (47,067) $ 46,771
=========== =========== ========== ========= ========== ========== =============
</TABLE>
<PAGE> 2
WICOR, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 1996
<TABLE>
<CAPTION>
WICOR
Wisconsin Energy WICOR Elim.
WICOR, Gas Services FieldTech, Industries and
(Thousands of Dollars) Inc. Company Company Inc. Inc. Reclass. Consolidated
Assets ---------- ----------- ---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,458 $ 8,960 $ 3,507 $ 105 $ 4,754 $ - $ 18,784
Accounts receivable, less allowance
for doubtful accounts of $14,429* 21 73,540 989 638 74,888 - 150,076
Accounts receivable - intercompany 13,338 1,026 - - 300 (14,664) -
Accrued utility revenues - 54,382 5,412 - - - 59,794
Gas in storage - 32,684 779 - - - 33,463
Manufacturing inventories - - - - 72,316 - 72,316
Deferred income taxes - 17,879 - - 3,827 - 21,706
Prepayments and other 30 11,177 185 25 5,149 - 16,566
---------- ----------- ---------- ---------- ---------- ----------- ------------
14,847 199,648 10,872 768 161,234 (14,664) 372,705
---------- ----------- ---------- ---------- ---------- ----------- ------------
Investments - Associated Companies 360,047 - - - - (360,047) -
---------- ----------- ---------- ---------- ---------- ----------- ------------
Property, Plant and Equipment, at cost - 786,486 157 - 132,342 - 918,985
Less - Accumulated Depreciation - 409,151 52 - 68,374 - 477,577
---------- ----------- ---------- ---------- ---------- ----------- ------------
- 377,335 105 - 63,968 - 441,408
Deferred Charges and Other ---------- ----------- ---------- ---------- ---------- ----------- ------------
Regulatory assets - 101,808 - - - - 101,808
Deferred income taxes - - - - - - -
Prepaid pensions - 30,112 - - 6,757 - 36,869
Systems development costs - 23,052 - - - - 23,052
Goodwill - - - - 61,366 - 61,366
Other 1,426 7,372 23 - 11,623 - 20,444
---------- ----------- ---------- ---------- ---------- ----------- ------------
1,426 162,344 23 - 79,746 - 243,539
---------- ----------- ---------- ---------- ---------- ----------- ------------
$ 376,320 $ 739,327 $ 11,000 $ 768 $ 304,948 $ (374,711) $ 1,057,652
========== =========== ========== ========== ========== =========== ============
* Refers to consolidated information.
</TABLE
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WICOR, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 1996
</TABLE>
<TABLE>
<CAPTION>
WICOR
Wisconsin Energy WICOR Elim
WICOR, Gas Services FieldTech, Industries and
(Thousands of Dollars) Inc. Company Company Inc. Inc. Reclass. Consolidated
Liabilities and Capitalization ---------- ----------- ---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Liabilities:
Accounts payable $ - $ 64,548 $ 10,543 $ - $ 23,860 $ - $ 98,951
Refundable gas costs - 31,545 - - - - 31,545
Accounts payable - intercompany 1,326 950 855 356 11,177 (14,664) -
Short-term borrowings - 65,500 - - 49,310 - 114,810
Current portion of long-term debt - 2,000 - - 2,061 - 4,061
Accrued payroll and benefits - 8,116 - - 9,130 - 17,246
Accrued taxes 511 712 - (24) 61 - 1,260
Other 650 4,334 1 2 16,480 (3) 21,464
---------- ----------- ---------- ---------- ---------- ----------- ------------
2,487 177,705 11,399 334 112,079 (14,667) 289,337
Deferred Credits: ---------- ----------- ---------- ---------- ---------- ----------- ------------
Regulatory liabilities - 61,749 - - - - 61,749
Deferred income taxes (186) 35,569 (70) - 4,355 - 39,668
Unamortized investment tax credit - 7,265 - - - - 7,265
Environmental remediation costs - 36,222 - - - - 36,222
Gas transition costs - 174 - - - - 174
Postretirement benefit obligation - 51,359 - - 15,032 - 66,391
Other 1,160 9,057 - - 9,008 - 19,225
---------- ----------- ---------- ---------- ---------- ----------- ------------
974 201,395 (70) - 28,395 - 230,694
---------- ----------- ---------- ---------- ---------- ----------- ------------
Long-term debt 4,407 152,453 - - 12,309 - 169,169
Redeemable preferred stock - - - - - - -
Common stock 18,407 9 - 600 1 (610) 18,407
Other paid-in capital 224,041 119,095 100 - 151,304 (270,499) 224,041
Retained earnings 129,777 88,670 (429) (166) (489) (87,586) 129,777
Cumulative translation adjustment 1,349 - - - 1,349 (1,349) 1,349
Unearned compensation (5,122) - - - - - (5,122)
---------- ----------- ---------- ---------- ---------- ----------- ------------
$ 376,320 $ 739,327 $ 11,000 $ 768 $ 304,948 $(374,711) $ 1,057,652
========== =========== ========== ========== ========== =========== ============
</TABLE>
<PAGE> 4
WICOR, Inc. and Subsidiaries
Consolidating Statement of Retained Earnings
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
WICOR
Wisconsin Energy Field- WICOR Elim.
WICOR, Gas Services Tech, Industries and
Inc. Company Company Inc. Inc. Reclass. Consolidated
----------- ----------- ---------- --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - Beginning of Year $ 113,491 $ 76,310 $ (376) $ - $ - $ (75,934) $ 113,491
Net income 46,771 32,360 (53) (166) (489) (31,652) 46,771
----------- ----------- ---------- --------- ---------- ---------- -------------
160,262 108,670 (429) (166) (489) (107,586) 160,262
Deduct:
Common stock dividends,
$1.66 per share* 30,485 20,000 - - - (20,000) 30,485
----------- ----------- ---------- --------- ---------- ---------- -------------
30,485 20,000 - - - (20,000) 30,485
----------- ----------- ---------- --------- ---------- ---------- -------------
Balance - End of Year $ 129,777 $ 88,670 $ (429) $ (166) $ (489) $ (87,586) $ 129,777
=========== =========== ========== ========= ========== ========== =============
<FN>
* Refers to consolidated information.
(1) Prior to the formation of WICOR Industries, Inc. on December 1, 1996, Sta-Rite, SHURflo and WICOR FSC, Inc. paid
dividends totaling $8,044,000 to WICOR, Inc.
</FN>
</TABLE
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,057,652
<TOTAL-OPERATING-REVENUES> 1,012,601
<NET-INCOME> 46,771
</TABLE>
