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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 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, 1999, Wisconsin Gas distributed gas to 538,000
customers in 529 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 each
in Italy and Mexico, and one each in Australia, China, India, Germany, and New
Zealand. Sta-Rite has distribution/sales locations world-wide.
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, 1999, Wisconsin Gas' distribution systems included
approximately 9,300 miles of mains, 455,000 services and 535,000 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, 1999, 71,986 Mdth of natural
gas were sold at retail and 50,260 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 are designed to recover
the cost of gas purchased. 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, 1999, 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, 1999, 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, 1999, Wisconsin Gas
purchased the 71,986 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.
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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, 1999
- Consolidating Statement of Retained Earnings, Year Ended December 31, 1999
- Consolidating Balance Sheet, December 31, 1999
EXHIBIT B
Not required.
EXHIBIT C
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, 2000.
WICOR, Inc.
By /s/ Joseph P. Wenzler
-----------------------------------
Joseph P. Wenzler
Senior Vice President 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
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EXHIBIT 1
WICOR, Inc. and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 1999
<TABLE>
<CAPTION>
(Thousands of Dollars)
Wisconsin WICOR WICOR Elim.
WICOR, Gas Energy FieldTech, Industries, and
Inc. Company Services Inc. Inc. Reclass. Consolidated
----------- ----------- ---------- ---------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Operating revenues $ - $ 439,477 $ 48,615 $ 11,912 $ 511,020 $ (911) $ 1,010,113
Equity in earnings of
subsidiary companies 56,460 - - - - (56,460) -
----------- ----------- ---------- ---------- ----------- ---------- -------------
56,460 439,477 48,615 11,912 511,020 (57,371) 1,010,113
----------- ----------- ---------- ---------- ----------- ---------- -------------
Costs and Expenses:
Cost of gas sold - 250,226 46,996 - - - 297,222
Manufacturing cost of sales - - - - 357,704 - 357,704
Operating and maintenance 375 92,238 1,426 10,738 100,424 (911) 204,290
Depreciation and amortization - 35,596 27 104 1,364 - 37,091
Taxes, other than income taxes - 7,851 - - 1 - 7,852
----------- ----------- ---------- ---------- ----------- ---------- -------------
375 385,911 48,449 10,842 459,493 (911) 904,159
----------- ----------- ---------- ---------- ----------- ---------- -------------
Operating Income 56,085 53,566 166 1,070 51,527 (56,460) 105,954
----------- ----------- ---------- ---------- ----------- ---------- -------------
Interest Expense (25) (12,601) (284) (342) (4,106) 803 (16,555)
Other Income and Expense (2,071) 1,078 34 10 163 (803) (1,589)
----------- ----------- ---------- ---------- ----------- ---------- -------------
(2,096) (11,523) (250) (332) (3,943) - (18,144)
----------- ----------- ---------- ---------- ----------- ---------- -------------
Income Before Income Taxes 53,989 42,043 (84) 738 47,584 (56,460) 87,810
Income Taxes 156 15,609 (28) 295 17,945 - 33,977
----------- ----------- ---------- ---------- ----------- ---------- -------------
Net Income $ 53,833 $ 26,434 $ (56) $ 443 $ 29,639 $ (56,460) $ 53,833
=========== =========== ========== ========== =========== ========== =============
</TABLE>
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WICOR, Inc. and Subsidiaries
Consolidating Balance Sheet
December 31, 1999
<TABLE>
<CAPTION>
(Thousands of Dollars) Wisconsin WICOR WICOR Elim.
WICOR, Gas Energy FieldTech, Industries and
Assets Inc. Company Services Inc. Inc. Reclass. Consolidated
- -------------------------------------- ---------- ----------- ----------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 374 $ 11,368 $ 371 $ (114) $ 860 $ - $ 12,859
Accounts receivable, less allowance
for doubtful accounts of $13,166* 386 40,448 1,330 2,353 107,610 - 152,127
Accounts receivable - intercompany 19,679 1,077 - - - (20,756) -
Accrued utility revenues - 44,887 5,575 - - - 50,462
Gas in storage - 40,415 2,339 - - - 42,754
Manufacturing inventories - - - - 89,963 - 89,963
Deferred income taxes - 15,106 - - 4,796 - 19,902
Prepayments and other 16 12,003 881 193 5,414 7 18,514
---------- ----------- ----------- ---------- ---------- ----------- -------------
20,455 165,304 10,496 2,432 208,643 (20,749) 386,581
---------- ----------- ---------- ----------- ---------- ----------- -------------
Investments - Associated Companies 425,578 - - - - (425,578) -
---------- ----------- ---------- ----------- ---------- ----------- -------------
Property, Plant and Equipment, at cost - 865,109 230 483 162,887 - 1,028,709
Less - Accumulated Depreciation - 477,493 169 196 87,783 - 565,641
---------- ----------- ---------- ----------- ---------- ----------- -------------
- 387,616 61 287 75,104 - 463,068
---------- ----------- ---------- ----------- ---------- ----------- -------------
Deferred Charges and Other:
Regulatory assets - 51,686 - - - - 51,686
Deferred income taxes - - - - - - -
Prepaid pensions - 49,661 - - 9,172 - 58,833
Systems development costs - 8,601 - - - - 8,601
Goodwill - - - - 93,928 - 93,928
Other 2,153 9,357 207 1,109 14,400 - 27,226
---------- ----------- ---------- ----------- ---------- ----------- -------------
2,153 119,305 207 1,109 117,500 - 240,274
---------- ----------- ---------- ----------- ---------- ----------- -------------
$ 448,186 $ 672,225 $ 10,764 $ 3,828 $ 401,247 $ (446,327) $ 1,089,923
========== =========== ========== =========== ========== =========== =============
</TABLE>
* Refers to consolidated information
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WICOR, Inc. and Subsidiaries
Consolidating Balance Sheet - December 31, 1999
<TABLE>
<CAPTION>
(Thousands of Dollars) Wisconsin WICOR WICOR Elim.
WICOR, Gas Energy FieldTech, Industries and
Liabilities and Capitalization Inc. Company Services Inc. Inc. Reclass. Consolidated
- ----------------------------------------- ---------- ----------- ----------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Current Liabilities:
Accounts payable $ - $ 40,208 $ 5,043 $ 179 $ 32,828 $ - $ 78,258
Refundable gas costs - 24,043 - - - - 24,043
Accounts payable - intercompany 1,077 445 6,510 3,035 9,688 (20,755) -
Short-term borrowings - 89,759 - - 26,843 - 116,602
Current portion of long-term debt 2,007 - - - 9,010 - 11,017
Accrued payroll and benefits - 9,195 - - 16,604 - 25,799
Accrued taxes 3,038 (1,999) - 153 4,594 - 5,786
Other 1,613 4,696 819 - 18,160 - 25,288
---------- ----------- ----------- ---------- ---------- ----------- ------------
7,735 166,347 12,372 3,367 117,727 (20,755) 286,793
Deferred Credits: ---------- ----------- ----------- ---------- ---------- ----------- ------------
Regulatory liabilities - 27,742 - - - - 27,742
Deferred income taxes (225) 46,409 (94) (120) 9,680 - 55,650
Unamortized investment tax credit - 5,909 - - - - 5,909
Environmental remediation costs - 2,110 - - 1,262 - 3,372
Postretirement benefit obligation - 38,690 - - 15,174 - 53,864
Other 1,181 11,216 147 1 4,938 - 17,483
---------- ----------- ----------- ---------- ---------- ----------- ------------
956 132,076 53 (119) 31,054 - 164,020
Capitalization: ---------- ----------- ----------- ---------- ---------- ----------- ------------
Long-term debt - 158,244 - - 47,200 - 205,444
Redeemable preferred stock - - - - - - -
Common equity:
Common stock 37,819 9 - 600 1 (610) 37,819
Other paid-in capital 225,638 121,978 100 - 163,211 (285,289) 225,638
Retained earnings 181,376 95,107 (1,718) (20) 48,569 (141,938) 181,376
Unearned compensation (2,947) - - - - - (2,947)
Accumulated other comprehensive income (2,391) (1,536) (43) - (6,515) 2,265 (8,220)
---------- ----------- ----------- ---------- ---------- ----------- ------------
Shareholder equity 439,495 215,558 (1,661) 580 205,266 (425,572) 433,666
---------- ----------- ----------- ---------- ---------- ----------- ------------
439,495 373,802 (1,661) 580 252,466 (425,572) 639,110
---------- ----------- ----------- ---------- ---------- ----------- ------------
$ 448,186 $ 672,225 $ 10,764 $ 3,828 $ 401,247 $ (446,327) $ 1,089,923
========== =========== =========== ========== ========== =========== ============
</TABLE>
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WICOR, Inc. and Subsidiaries
Consolidating Statement of Retained Earnings
December 31, 1999
<TABLE>
<CAPTION>
(Thousands of Dollars)
Wisconsin WICOR WICOR Elim.
WICOR, Gas Energy FieldTech Industries and
Inc. Company Services Inc. Inc. Reclass. Consolidated
----------- ----------- ----------- --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - Beginning of Year $ 160,937 $ 94,673 $ (1,662) $ (463) $ 27,430 $ (119,978) $ 160,937
Add:
Net income 53,833 26,434 (56) 443 29,639 (56,460) 53,833
----------- ----------- ----------- --------- ---------- ----------- ------------
214,770 121,107 (1,718) (20) 57,069 (176,438) 214,770
----------- ----------- ----------- --------- ---------- ----------- ------------
Deduct:
Common stock dividends,
$0.89 per share* 33,394 26,000 - - 8,500 (34,500) 33,394
----------- ----------- ---------- ---------- ---------- ----------- ------------
33,394 26,000 - - 8,500 (34,500) 33,394
----------- ----------- ---------- ---------- ---------- ----------- ------------
Balance - End of Year $ 181,376 $ 95,107 $ (1,718) $ (20) $ 48,569 $ (141,938) $ 181,376
=========== =========== ========== ========== ========== =========== =============
* Refers to consolidated information.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,089,923
<TOTAL-OPERATING-REVENUES> 1,010,113
<NET-INCOME> 53,833
</TABLE>
