<PAGE> 1
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 Secretary
and Chief Financial Officer WICOR, Inc.
WICOR, Inc. 626 East Wisconsin Avenue
626 East Wisconsin Avenue Milwaukee, Wisconsin 53202
Milwaukee, Wisconsin 53202
<PAGE>
<PAGE> 2
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, 1998, Wisconsin Gas distributed gas to
529,000 customers in 524 communities in Wisconsin, where all
of its business is conducted. Wisconsin Gas is subject to
the jurisdiction of the Public Service Commission of
Wisconsin ("PSCW") 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 four plants
in the United States, two in Italy, and one each in
Australia, China, India, Germany, Mexico, and New Zealand.
Sta-Rite has 19 distribution/sales locations worldwide.
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.
<PAGE>
<PAGE> 3
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,
1998, Wisconsin Gas' distribution systems included
approximately 9,100 miles of mains, 448,000 services and
532,000 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, 1998, 68,575
Mdth of natural gas were sold at retail and 46,017 Mdth were
transported by Wisconsin Gas. (One dekatherm (dth) equals
1,000,000 Btu's. "Mdth" means one thousand dekatherms, or
one billion Btu's.) All gas sold and transported was
produced outside the state of Wisconsin and was delivered in
Wisconsin. Under PSCW ratemaking policies, Wisconsin Gas
gas sales revenues recover the cost of gas purchased dollar-
for-dollar. 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, 1998, 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.
<PAGE>
<PAGE> 4
For the calendar year ended December 31, 1998, 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.
All gas consumed in the state of Wisconsin is produced
outside Wisconsin. Consequently, for the calendar year
ended December 31, 1998, Wisconsin Gas purchased the 68,575
Mdth of gas it sold at retail outside Wisconsin or at the
state line. Wisconsin Gas purchased gas produced in three
major gas producing areas of North America: the Oklahoma and
Texas basins, the Gulf of Mexico, and western Canada.
Prices paid fluctuated significantly based on season,
weather conditions and other factors.
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.
<PAGE>
<PAGE> 5
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, 1998
- Consolidating Statement of Retained Earnings, Year Ended
December 31, 1998
- Consolidating Balance Sheet, December 31, 1998
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 26th day of February, 1999.
WICOR, Inc.
By /s/ Joseph P. Wenzler
---------------------------
Senior Vice President
and Chief Financial Officer
ATTEST:
[CORPORATE SEAL]
/s/ 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 EXHIBIT 1
WICOR, Inc. and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 1998
<TABLE>
<CAPTION>
(Thousands of Dollars) WICOR
Wisconsin Energy WICOR Eliminations
WICOR, Gas Services FieldTech, Industries, and
Inc. Company Company Inc. Inc. Reclassifications Consolidated
----------- ----------- ----------- ---------- ----------- ----------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Operating revenues $ - $ 428,562 $ 44,093 $ 8,834 $ 462,694 $ - $ 944,183
Equity in earnings of
subsidiary companies 45,344 - - - - (45,344) -
----------- ----------- ----------- ---------- ----------- ----------------- -------------
45,344 428,562 44,093 8,834 462,694 (45,344) 944,183
Costs and Expenses: ----------- ----------- ----------- ---------- ----------- ----------------- -------------
Cost of gas sold - 252,181 43,420 - - - 295,601
Manufacturing cost of sales - - - - 329,248 - 329,248
Operating and maintenance 1,770 87,571 1,372 9,346 90,615 - 190,674
Depreciation
and amortization - 33,568 47 59 1,364 - 35,038
Taxes, other
than income taxes - 9,038 - - 1 - 9,039
----------- ----------- ----------- ---------- ----------- ----------------- -------------
1,770 382,358 44,839 9,405 421,228 - 859,600
----------- ----------- ----------- ---------- ----------- ----------------- -------------
Operating Income 43,574 46,204 (746) (571) 41,466 (45,344) 84,583
----------- ----------- ----------- ---------- ----------- ----------------- -------------
Interest Expense (25) (12,448) (309) (147) (4,422) 605 (16,746)
Other Income and Expense 1,861 2,125 26 (25) 324 (605) 3,706
----------- ----------- ----------- ---------- ----------- ----------------- -------------
1,836 (10,323) (283) (172) (4,098) - (13,040)
----------- ----------- ----------- ---------- ----------- ----------------- -------------
Income Before Income Taxes 45,410 35,881 (1,029) (743) 37,368 (45,344) 71,543
Income Taxes (85) 13,213 (359) (250) 13,529 - 26,048
----------- ----------- ----------- ---------- ----------- ----------------- -------------
Net Income $ 45,495 $ 22,668 $ (670) $ (493) $ 23,839 $ (45,344) $ 45,495
=========== =========== =========== ========== =========== ================= =============
</TABLE>
<PAGE>
<PAGE> 2
WICOR, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 1998
[CAPTION]
<TABLE>
WICOR
Wisconsin Energy WICOR Elim.
WICOR, Gas Services FieldTech, Industries and
Assets (Thousands of Dollars) Inc. Company Company Inc. Inc. Reclass. Consolidated
- -------------------------------------- ---------- ----------- ---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 63 $ 6,690 $ 261 $ (187) $ 6,556 $ - $ 13,383
Accounts receivable, less allowance
for doubtful accounts of $15,364* - 39,580 706 3,898 93,137 - 137,321
Accounts receivable - intercompany 12,973 1,443 - - - (14,416) -
Accrued utility revenues - 42,524 4,959 - - - 47,483
Gas in storage - 36,751 168 - - - 36,919
Manufacturing inventories - - - - 86,312 - 86,312
Deferred income taxes - 12,579 - - 4,616 - 17,195
Prepayments and other 22 9,400 1,835 56 4,229 - 15,542
---------- ----------- ---------- ---------- ---------- ----------- ------------
13,058 148,967 7,929 3,767 194,850 (14,416) 354,155
---------- ----------- ---------- ---------- ---------- ----------- ------------
Investments - Associated Companies 400,267 - - - - (400,267) -
---------- ----------- ---------- ---------- ---------- ----------- ------------
Property, Plant and Equipment, at cost - 828,748 191 347 153,381 - 982,667
Less - Accumulated Depreciation - 448,270 144 129 86,459 - 535,002
---------- ----------- ---------- ---------- ---------- ----------- ------------
- 380,478 47 218 66,922 - 447,665
---------- ----------- ---------- ---------- ---------- ----------- ------------
Deferred Charges and Other:
Regulatory assets - 59,319 - - - - 59,319
Deferred income taxes - - - - - - -
Prepaid pensions - 42,396 - - 7,615 - 50,011
Systems development costs - 12,901 - - - - 12,901
Goodwill - - - - 67,552 - 67,552
Other 1,096 8,434 473 1,109 12,481 - 23,593
---------- ----------- ---------- ---------- ---------- ----------- ------------
1,096 123,050 473 1,109 87,648 - 213,376
---------- ----------- ---------- ---------- ---------- ----------- ------------
$ 414,421 $ 652,495 $ 8,449 $ 5,094 $ 349,420 $ (414,683) $ 1,015,196
========== =========== ========== ========== ========== =========== ============
</TABLE>
* Refers to consolidated information.
<PAGE>
<PAGE> 3
WICOR, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 1998
[CAPTION]
<TABLE>
WICOR
Wisconsin Energy WICOR Elim.
(Thousands of Dollars) WICOR, Gas Services FieldTech, Industries and
Liabilities and Capitalization Inc. Company Company Inc. Inc. Reclass. Consolidated
- ------------------------------------- ---------- ----------- ---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Liabilities:
Accounts payable $ - $ 36,844 $ 4,797 $ 238 $ 28,121 $ - $ 70,000
Refundable gas costs - 18,570 - - - - 18,570
Accounts payable - intercompany 1,442 1,003 5,185 5,261 1,525 (14,416) -
Short-term borrowings - 65,000 - - 42,653 - 107,653
Current portion of long-term debt - 2,000 - - 1,528 - 3,528
Accrued payroll and benefits - 9,064 - - 11,426 - 20,490
Accrued taxes 877 1,675 - (500) 5,833 - 7,885
Other 314 2,407 75 - 13,728 2 16,526
---------- ----------- ---------- ---------- ---------- ----------- ------------
2,633 136,563 10,057 4,999 104,814 (14,414) 244,652
Deferred Credits: ---------- ----------- ---------- ---------- ---------- ----------- ------------
Regulatory liabilities - 32,153 - - - - 32,153
Deferred income taxes (142) 40,375 (106) (56) 8,994 - 49,065
Unamortized investment tax credit - 6,357 - - - - 6,357
Environmental remediation costs - 7,922 - - 3,293 - 11,215
Postretirement benefit obligation - 44,741 - - 15,886 - 60,627
Other 1,248 12,199 95 14 5,659 2 19,217
---------- ----------- ---------- ---------- ---------- ----------- ------------
1,106 143,747 (11) (42) 33,832 2 178,634
Capitalization: ---------- ----------- ---------- ---------- ---------- ----------- ------------
Long-term debt 2,807 158,839 - - 26,824 - 188,470
Redeemable preferred stock - - - - - - -
Common equity:
Common stock 37,359 9 - 600 1 (610) 37,359
Other paid-in capital 216,821 120,888 100 - 161,951 (282,939) 216,821
Retained earnings 160,937 94,673 (1,662) (463) 27,430 (119,978) 160,937
Unearned compensation (3,772) - - - - - (3,772)
Accum. other comprehensive income (3,470) (2,224) (35) - (5,432) 3,256 (7,905)
---------- ----------- ---------- ---------- ---------- ----------- ------------
Shareholder equity 407,875 213,346 (1,597) 137 183,950 (400,271) 403,440
---------- ----------- ---------- ---------- ---------- ----------- ------------
410,682 372,185 (1,597) 137 210,774 (400,271) 591,910
---------- ----------- ---------- ---------- ---------- ----------- ------------
$ 414,421 $ 652,495 $ 8,449 $ 5,094 $ 349,420 $ (414,683) $ 1,015,196
========== =========== ========== ========== ========== =========== ============
<PAGE>
<PAGE> 4
WICOR, Inc. and Subsidiaries
Consolidating Statement of Retained Earnings
December 31, 1998
(Thousands of Dollars)
<CAPTION>
</TABLE>
<TABLE>
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 $ 147,903 $ 96,005 $ (992) $ 30 $ 11,591 $(106,634) $ 147,903
Net income 45,495 22,668 (670) (493) 23,839 (45,344) 45,495
----------- ----------- ---------- --------- ---------- ---------- -------------
193,398 118,673 (1,662) (463) 35,430 (151,978) 193,398
Deduct:
Common stock dividends,
$0.87 per share* 32,461 24,000 - - 8,000 (32,000) 32,461
----------- ----------- ---------- --------- ---------- ---------- -------------
32,461 24,000 - - 8,000 (32,000) 32,461
----------- ----------- ---------- --------- ---------- ---------- -------------
Balance - End of Year $ 160,937 $ 94,673 $ (1,662) $ (463) $ 27,430 $(119,978) $ 160,937
=========== =========== ========== ========= ========== ========== =============
</TABLE>
* Refers to consolidated information which reflects
a two-for-one stock-split effective in May 1998.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,015,196
<TOTAL-OPERATING-REVENUES> 944,183
<NET-INCOME> 45,495
</TABLE>
