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File No. 69-255
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
Senior 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, 1997, Wisconsin Gas distributed gas to 521,000
customers in 521 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.
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 than 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, three in Italy, and one each in India, 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 the United Kingdom.
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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.
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, 1997, Wisconsin
Gas' distribution systems included approximately 8,700 miles of
mains, 435,000 services and 523,000 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, 1997, 129,239
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, 1997, 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.
(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.
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For the calendar year ended December 31, 1997, 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, 1997, Wisconsin Gas
purchased 86,000 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.
(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, 1997
- Consolidating Statement of Retained Earnings, Year Ended
December 31, 1997
- Consolidating Balance Sheet, December 31, 1997
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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.
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, 1998.
WICOR, Inc.
By /S/ JOSEPH P. WENZLER
-------------------------------------
Joseph P. Wenzler
Senior Vice President, Treasurer
and Chief Financial Officer
ATTEST:
[CORPORATE SEAL]
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
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EXHIBIT 1
WICOR, Inc. and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 1997
<TABLE>
<CAPTION>
(Thousands of Dollars) 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 $ - $ 536,720 $ 52,205 $ 7,337 $ 424,779 $ - $ 1,021,041
Equity in earnings of
subsidiary companies 49,048 - - - - (49,048) -
----------- ----------- ---------- --------- ----------- ---------- -------------
49,048 536,720 52,205 7,337 424,779 (49,048) 1,021,041
----------- ----------- ---------- --------- ----------- ---------- -------------
Costs and Expenses:
Cost of gas sold - 342,749 51,352 - - - 394,101
Manufacturing cost of sales - - - - 307,160 - 307,160
Operating and maintenance 71 93,182 1,557 6,957 81,209 - 182,976
Depreciation and amortization 25 31,714 56 14 1,364 - 33,173
Taxes, other than income taxes - 9,600 - - 2 - 9,602
----------- ----------- ---------- --------- ----------- ---------- -------------
96 477,245 52,965 6,971 389,735 - 927,012
----------- ----------- ---------- --------- ----------- ---------- -------------
Operating Income 48,952 59,475 (760) 366 35,044 (49,048) 94,029
----------- ----------- ---------- --------- ----------- ---------- -------------
Interest Expense (36) (12,698) (156) (38) (5,138) 662 (17,404)
Other Income and Expense 747 366 81 - 690 (662) 1,222
----------- ----------- ---------- --------- ----------- ---------- -------------
711 (12,332) (75) (38) (4,448) - (16,182)
----------- ----------- ---------- --------- ----------- ---------- -------------
Income Before Income Taxes 49,663 47,143 (835) 328 30,596 (49,048) 77,847
Income Taxes 140 17,808 (272) 132 10,516 - 28,324
----------- ----------- ---------- --------- ----------- ---------- -------------
Net Income $ 49,523 $ 29,335 $ (563) $ 196 $ 20,080 $ (49,048) $ 49,523
=========== =========== ========== ========= =========== ========== =============
</TABLE>
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WICOR, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 1997
<TABLE>
<CAPTION>
(Thousands of Dollars) WICOR
Wisconsin Energy WICOR Elim.
WICOR, Gas Services FieldTech, Industries and
Inc. Company Company Inc. Inc. Reclass. Consolidated
Assets ---------- ----------- ---------- ---------- ---------- ----------- ------------
- --------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 207 $ 7,854 $ 475 $ 165 $ 3,109 $ - $ 11,810
Accounts receivable, less allowance
for doubtful accounts of $15,364* 20 72,238 1,403 1,839 88,743 - 164,243
Accounts receivable - intercompany 9,741 1,268 - - - (11,009) -
Accrued utility revenues - 39,986 4,856 - - - 44,842
Gas in storage - 40,657 1,230 - - - 41,887
Manufacturing inventories - - - - 83,431 - 83,431
Deferred income taxes - 17,667 - - 3,864 - 21,531
Prepayments and other 103 11,338 1,109 78 4,296 - 16,924
---------- ----------- ---------- ---------- ---------- ----------- ------------
10,071 191,008 9,073 2,082 183,443 (11,009) 384,668
---------- ----------- ---------- ---------- ---------- ----------- ------------
Investments - Associated Companies 387,594 - - - - (387,594) -
---------- ----------- ---------- ---------- ---------- ----------- ------------
Property, Plant and Equipment, at cost - 801,069 172 282 141,610 - 943,133
Less - Accumulated Depreciation - 421,098 100 95 75,946 - 497,239
---------- ----------- ---------- ---------- ---------- ----------- ------------
- 379,971 72 187 65,664 - 445,894
---------- ----------- ---------- ---------- ---------- ----------- ------------
Deferred Charges and Other:
Regulatory assets - 53,910 - - - - 53,910
Prepaid pensions - 35,212 - - 7,541 - 42,753
Systems development costs - 17,424 - - - - 17,424
Goodwill - - - - 65,953 - 65,953
Other 1,305 7,398 447 517 11,063 - 20,730
---------- ----------- ---------- ---------- ---------- ----------- ------------
1,305 113,944 447 517 84,557 - 200,770
---------- ----------- ---------- ---------- ---------- ----------- ------------
$ 398,970 $ 684,923 $ 9,592 $ 2,786 $ 333,664 $ (398,603) $ 1,031,332
========== =========== ========== ========== ========== =========== ============
</TABLE>
* Refers to consolidated information.
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WICOR, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 1997
<TABLE>
<CAPTION>
(Thousands of Dollars) WICOR
Wisconsin Energy WICOR Elim.
WICOR, Gas Services FieldTech, Industries and
Inc. Company Company Inc. Inc. Reclass. Consolidated
Liabilities and Capitalization ---------- ----------- ---------- ---------- ---------- ----------- ------------
- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Liabilities:
Accounts payable $ 42 $ 43,491 $ 5,278 $ 245 $ 25,978 $ - $ 75,034
Refundable gas costs - 24,776 - - - - 24,776
Accounts payable - intercompany 1,268 1,035 4,703 1,866 2,137 (11,009) -
Short-term borrowings - 78,671 - - 40,229 - 118,900
Current portion of long-term debt - 42,000 - - 1,926 - 43,926
Accrued payroll and benefits - 8,066 - - 9,507 - 17,573
Accrued taxes 32 5,537 - 76 4,039 - 9,684
Other 405 3,829 556 11 15,204 (6) 19,999
---------- ----------- ---------- ---------- ---------- ----------- ------------
1,747 207,405 10,537 2,198 99,020 (11,015) 309,892
Deferred Credits: ---------- ----------- ---------- ---------- ---------- ----------- ------------
Regulatory liabilities - 36,533 - - - - 36,533
Deferred income taxes (151) 37,689 (72) (44) 6,553 - 43,975
Unamortized investment tax credit - 6,808 - - - - 6,808
Environmental remediation costs - 12,084 - - - - 12,084
Postretirement benefit obligation - 48,942 - - 15,381 - 64,323
Other 1,118 9,556 27 2 8,284 - 18,987
---------- ----------- ---------- ---------- ---------- ----------- ------------
967 151,612 (45) (42) 30,218 - 182,710
Capitalization: ---------- ----------- ---------- ---------- ---------- ----------- ------------
Long-term debt 3,607 110,657 - - 34,846 - 149,110
Redeemable preferred stock - - - - - - -
Common equity:
Common stock 18,601 9 - 600 1 (610) 18,601
Other paid-in capital 232,702 120,677 100 - 161,776 (282,553) 232,702
Retained earnings 147,903 96,005 (992) 30 11,591 (106,634) 147,903
Unearned compensation (4,209) - - - - - (4,209)
Accumulated other comprehensive income (2,348) (1,442) (8) - (3,788) 2,209 (5,377)
---------- ----------- ---------- ---------- ---------- ----------- ------------
Shareholder's equity 392,649 215,249 (900) 630 169,580 (387,588) 389,620
---------- ----------- ---------- ---------- ---------- ----------- ------------
396,256 325,906 (900) 630 204,426 (387,588) 538,730
---------- ----------- ---------- ---------- ---------- ----------- ------------
$ 398,970 $ 684,923 $ 9,592 $ 2,786 $ 333,664 $ (398,603) $ 1,031,332
========== =========== ========== ========== ========== =========== ============
</TABLE>
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WICOR, Inc. and Subsidiaries
Consolidating Statement of Retained Earnings
December 31, 1997
<TABLE>
<CAPTION>
(Thousands of Dollars) 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 $ 129,777 $ 88,670 $ (429) $ (166) $ (489) $ (87,586) $ 129,777
Net income 49,523 29,335 (563) 196 20,080 (49,048) 49,523
----------- ----------- ---------- --------- ---------- ---------- -------------
179,300 118,005 (992) 30 19,591 (136,634) 179,300
Deduct:
Common stock dividends,
$1.70 per share* 31,397 22,000 - - 8,000 (30,000) 31,397
----------- ----------- ---------- --------- ---------- ---------- -------------
31,397 22,000 - - 8,000 (30,000) 31,397
----------- ----------- ---------- --------- ---------- ---------- -------------
Balance - End of Year $ 147,903 $ 96,005 $ (992) $ 30 $ 11,591 $(106,634) $ 147,903
=========== =========== ========== ========= ========== ========== =============
</TABLE>
* Refers to consolidated information.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,031,332
<TOTAL-OPERATING-REVENUES> 1,021,041
<NET-INCOME> 49,523
</TABLE>
