<PAGE> 1
File No. 69-418
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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
ENERGY CORPORATION OF AMERICA
------------------------------------------------------------
(Name of Company)
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 of 1935, 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.
Claimant:
Energy Corporation of America
4643 South Ulster Street, Suite 1100
Denver, Colorado 80237
The Claimant is a privately held West Virginia corporation
engaged in the operation of oil and gas producing properties located
primarily in the Appalachian Basin of West Virginia and Pennsylvania.
The stockholders of Claimant are as follows: John Mork and Julie Mork
(as joint tenants with right of survivorship), F.H. McCullough, III and
Kathy L. McCullough (as joint tenants with right of survivorship), J.
Michael Forbes (Trustee for Alison P. Mork), J. Michael Forbes (Trustee
for Kyle M. Mork), A.C. Nielsen, Jr., L.B. Curtis and Rose A. Curtis
(Co-Trustees of the Curtis Family Revocable Trust), K. W. Brill, Joseph
E. Casabona, Thomas R. Goodwin, H. Laban White, Richard E.
Heffelfinger, J. Michael Forbes, Donald C. Supcoe, Pamela
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Gates, J.J. Dorgan, Colorado Community Church, First United Methodist
Church, Kaw City Museum, Denver Area Council, St. Mary's Church, Jim
Ridge, ECA Foundation and Peter H. Coors.
Subsidiaries of the Claimant:
A. Eastern Systems Corporation
414 Summers Street
Charleston, West Virginia 25301
Eastern Systems Corporation ("ESC") is a West Virginia
corporation and a wholly owned subsidiary of Claimant. It is the
holding company for Mountaineer Gas Company.
i. Mountaineer Gas Company
414 Summers Street
Charleston, West Virginia 25301
Mountaineer Gas Company ("Mountaineer") is a West
Virginia corporation, wholly owned by ESC, engaged in the
distribution of natural gas in the State of West Virginia
through a 3,600 mile distribution system, principally in
Charleston, Beckley, Huntington and Wheeling, West Virginia.
Mountaineer is a public gas utility.
1. Mountaineer Gas Services, Inc.
414 Summers Street
Charleston, West Virginia 25301
Mountaineer Gas Services, Inc. is a West
Virginia corporation, wholly owned by Mountaineer,
engaged primarily in producing and marketing natural
gas to Mountaineer.
B. Eastern American Energy Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern American Energy Corporation ("Eastern American") is a
West Virginia corporation, wholly owned by Claimant, primarily engaged
in the exploration, development, production, transportation and
marketing of natural gas primarily within the Appalachian Basin states
of West Virginia and Pennsylvania. Eastern American also has properties
in Tennessee, Virginia, Ohio, Illinois and New York.
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i. Natural Gas Transportation Company
510 C Street
Charleston, West Virginia 25303
Natural Gas Transportation Company ("NGT") is a West
Virginia corporation and is an 87.5 percent owned subsidiary
of Eastern American. NGT builds compressed natural gas
stations and provides compressed natural gas as an alternative
motor vehicle fuel.
ii. Eastern Marketing Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern Marketing Corporation is a West Virginia
corporation and a wholly owned subsidiary of Eastern American.
Eastern Marketing Corporation markets the majority of Eastern
American's natural gas. Eastern Marketing Corporation also
buys, sells and markets gas from other third party producers,
marketers and end users through the United States.
iii. Eastern Capital Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern Capital Corporation is a West Virginia
corporation, wholly owned by Eastern American, which was
incorporated in 1992 for the purpose of encouraging and
assisting in the creating, development and expansion of West
Virginia business by making available venture capital.
iv. Eastern Pipeline Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern Pipeline Corporation is a West Virginia
corporation, wholly owned by Eastern American, that owns two
gathering systems in West Virginia. The largest of these
systems is the Eastern Pipeline System which consists of
approximately seventy-five (75) miles of eight (8) inch
pipeline and three hundred (300) miles of gathering system.
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v. Eastern Exploration Corporation
501 56th Street
Charleston, West Virginia 25304
Eastern Exploration Corporation is a West Virginia
corporation, wholly owned by Eastern American, which was
incorporated primarily as a non-recourse financing vehicle for
its annual drilling programs. The majority of the assets of
Eastern Exploration Corporation were conveyed to Eastern
American; however, Eastern Exploration Corporation still owns
an interest in approximately forty-six (46) wells in the state
of West Virginia.
vi. Allegheny & Western Energy Corporation
501 56th Street
Charleston, West Virginia 25304
Allegheny & Western Energy Corporation ("Allegheny")
is a West Virginia corporation, wholly owned by Eastern
American, primarily engaged in the operation and management of
oil and gas producing properties located in the Appalachian
Basin state of West Virginia. Allegheny owns interests in
these properties either directly or through joint ventures or
partnerships with third parties. Allegheny provides all
necessary operating services either through its employees and
equipment or through subcontractors and arranges for the sale
of oil and gas produced therefrom.
1. Petro Services, Inc.
501 56th Street
Charleston, West Virginia 25304
Petro Services, Inc. ("Petro") is a West
Virginia corporation, wholly owned by Allegheny, that
is currently a dormant corporation. Certain
operations previously performed by Petro are now
being performed by Allegheny.
2. Gas Access Systems, Inc.
501 56th Street
Charleston, West Virginia 25304
Gas Access Systems, Inc. is a West Virginia
corporation wholly owned by Allegheny, engaged in the
marketing of natural gas directly to end users
primarily in the State of West Virginia.
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C. Westech Energy Corporation
4643 South Ulster Street
Denver, Colorado 80237
Westech Energy Corporation, a Colorado corporation that is
wholly owned by Claimant, is an oil and gas exploration and development
company.
D. Westech Energy New Zealand Limited
4643 South Ulster Street
Denver, Colorado 80237
Westech Energy New Zealand Limited ("WENZL") was incorporated
in June, 1995 under the laws of New Zealand under the name of Energy
Corporation of New Zealand Limited and is wholly owned by the Claimant.
Energy Corporation of New Zealand Limited changed its name to Westech
Energy New Zealand Limited on February 19, 1996. WENZL holds a 50
percent interest in a petroleum prospecting license covering acreage
located in the North Island, New Zealand.
E. Westside Acquisition Corporation
4643 South Ulster Street
Denver, Colorado 80237
Westside Acquisition Corporation is a Colorado corporation,
wholly owned by Claimant, whose primary asset is a limited partnership
interest in certain oil producing properties (located in Los Angeles
County, California) owned by the Westside Partners Limited Partnership.
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 lines, producing fields,
gas manufacturing plants, and electric and gas distribution facilities,
including all such properties which are outside the state in which claimant and
its subsidiaries are organized and all transmission or pipelines which deliver
or receive electric energy or gas at the borders of such state.
Oil and gas producing facilities at Mountaineer Gas
Services, Inc. are located in Kanawha, Cabell and Jackson
Counties, West Virginia. These facilities include well head
equipment, gas gathering lines and associated equipment and
compression equipment.
The gas distribution facilities of Mountaineer cover
the main population centers of the State of West Virginia and
include pipelines, regulators, meters and other equipment
needed for distribution. Gas
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purchased from suppliers is received from interstate
pipelines, including Columbia Gas Transmission Corporation and
Tennessee Gas Pipeline, and other sources at points within the
State of West Virginia. Suppliers include Equitable Resources
Marketing Company, Coastal Gas Marketing, Texaco Gas
Marketing, Cabot Oil & Gas Corporation, Noble Gas Marketing,
Valero Gas Marketing, Eastern Marketing Corporation and
Eastern American Energy Corporation.
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 and manufactured gas distributed at
retail.
64,078,174 Mcf. of natural gas.
(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.
None
(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.
None
(d) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each such company
is organized or at the State line.
25,850,642 Mcf. of natural gas.
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 United States dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the
generation, transmission and distribution of electric energy for sale
or for the distribution at retail of natural or manufactured gas.
Not applicable.
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(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.
Not applicable.
(d) Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
Not applicable.
(e) Identify any service, sales 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 A
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 is attached hereto as Exhibit A.
EXHIBIT B
A Financial Data Schedule is attached hereto as Exhibit B.
EXHIBIT C
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 27th day of February, 1997.
ENERGY CORPORATION OF AMERICA
(Name of claimant)
/s/ John Mork
---------------------------
Name: John Mork
Title: President/Chief Executive Officer
CORPORATE SEAL
Attest:
/s/ Pamela T. Gates
- - ---------------------------------
Name: Pamela T. Gates
Title: Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
John Mork
Energy Corporation of America
4643 South Ulster Street, Suite 1100
Denver, Colorado 80237
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Exhibit A
ENERGY CORPORATION OF AMERICA
CONSOLIDATING INCOME STATEMENTS
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1996
UNAUDITED
<TABLE>
<CAPTION>
======================================================================================================================
ECA EAEC WESTECH WENZL WAC ESC
----------- ------------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Oil & gas sales ($ 61,315) $ 19,607,054 $ 0 $ 0 $ 9,677,110 $ 3,964,133
Utility sales & transportation 0 0 0 0 0 179,150,761
Well operations and service 0 6,317,084 172,952 29,833 0 7,163,302
Other revenues 873,110 412,058 0 27,000 0 0
Marketing & pipeline 0 149,661,683 0 0 0 0
----------- ------------- ----------- ----------- ----------- -------------
Total revenues 811,795 175,997,879 172,952 56,833 9,677,110 190,278,196
----------- ------------- ----------- ----------- ----------- -------------
Operating Expenses:
Utility gas purchased 0 0 0 0 0 116,086,216
Operational expenses 0 8,296,658 158,915 37,229 4,528,089 24,626,258
Marketing and pipeline 0 140,296,359 0 0 0 0
Taxes other than income 0 612,771 0 0 507,693 15,358,615
----------- ------------- ----------- ----------- ----------- -------------
Total operating expenses 0 149,205,788 158,915 37,229 5,035,782 156,071,089
----------- ------------- ----------- ----------- ----------- -------------
Income from operations 811,795 26,792,091 14,037 19,604 4,641,328 34,207,107
General and administrative 2,347,384 4,654,169 533,724 59,757 395,403 16,580,452
Gain on sale of property 0 (49,143) 0 (606,000) (59,000) 0
Other (income) expense (4,586,970) (1,550,030) (8,146) 1,200,935 (54,128) 242,949
Impairment expense 0 5,385,423 720,953 604,562 45,000 0
----------- ------------- ----------- ----------- ----------- -------------
Operating Cash Flow (EBITDA) 3,051,381 18,351,672 (1,232,494) (1,239,650) 4,314,053 17,383,706
Fixed asset depreciation 26,550 1,348,513 27,080 3,124 124,182 6,826,637
Depletion-unit of production (249,756) 6,965,984 0 0 1,071,766 757,021
----------- ------------- ----------- ----------- ----------- -------------
Operating income (EBIT) 3,274,587 10,037,175 (1,259,574) (1,242,774) 3,118,105 9,800,048
Interest (62,797) 10,966,381 0 0 1,440,079 9,617,737
----------- ------------- ----------- ----------- ----------- -------------
Income (loss) before taxes 3,337,384 (929,206) (1,259,574) (1,242,774) 1,678,026 182,311
Provision for income taxes (1,155,347) (1,839,818) 0 0 0 (502,175)
Minority interest 0 0 0 0 298,606 0
----------- ------------- ----------- ----------- ----------- -------------
Net income (loss) $ 4,492,731 $ 910,612 ($1,259,574) ($1,242,774) $ 1,379,420 $ 684,486
=========== ============= =========== =========== =========== =============
</TABLE>
<TABLE>
<CAPTION>
==========================================================================================
Total Eliminations Consolidated
------------- ----------- -------------
<S> <C> <C> <C>
Revenues:
Oil & gas sales $ 33,186,982 $ 0 $ 33,186,982
Utility sales & transportation 179,150,761 0 179,150,761
Well operations and service 13,683,171 0 13,683,171
Other revenues 1,312,168 0 1,312,168
Marketing & pipeline 149,661,683 (873,110) 148,788,573
------------- ----------- -------------
Total revenues 376,994,765 (873,110) 376,121,655
------------- ----------- -------------
Operating Expenses:
Utility gas purchased 116,086,216 0 116,086,216
Operational expenses 37,647,149 0 37,647,149
Marketing and pipeline 140,296,359 0 140,296,359
Taxes other than income 16,479,079 0 16,479,079
------------- ----------- -------------
Total operating expenses 310,508,803 0 310,508,803
------------- ----------- -------------
Income from operations 66,485,962 (873,110) 65,612,852
General and administrative 24,570,889 (360,000) 24,210,889
Gain on sale of property (714,143) (720,000) (1,434,143)
Other (income) expense (4,755,390) 6,090,805 1,335,415
Impairment expense 6,755,938 0 6,755,938
------------- ----------- -------------
Operating Cash Flow (EBITDA) 40,628,668 (5,883,915) 34,744,753
Fixed asset depreciation 8,356,086 0 8,356,086
Depletion-unit of production 8,545,015 0 8,545,015
------------- ----------- -------------
Operating income (EBIT) 23,727,567 (5,883,915) 17,843,652
Interest 21,961,400 0 21,961,400
------------- ----------- -------------
Income (loss) before taxes 1,766,167 (5,883,915) (4,117,748)
Provision for income taxes (3,497,340) 0 (3,497,340)
Minority interest 298,606 0 298,606
------------- ----------- -------------
Net income (loss) $ 4,964,901 ($5,883,915) ($ 919,014)
============= =========== =============
</TABLE>
10
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Exhibit A
ENERGY CORPORATION OF AMERICA
CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 1996
UNAUDITED
<TABLE>
<CAPTION>
======================================================================================================================
ECA EAEC WESTECH WENZL WAC ESC
--- ---- ------- ----- --- ---
ASSETS
- - --------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cash $ 1,533,643 $ 4,544,236 $ (604,839) $ 36,371 $ 1,369,038 $ 193,210
Accounts receivable (1,962,645) 23,236,364 191,844 25,128 2,458,617 42,301,697
Due from affiliates 11,670,756 (22,131) (14,383,561) (616,239) 4,183,545
Inventory and gas pool 764,506 18,586,247
Prepaid and other expenses (1,905,263) 2,622,718 1,388 1,534 1,009,431 8,156,497
Deferred taxes 5,719,612
----------- ------------ ------------ --------- ----------- ------------
Total current assets 9,336,491 31,145,693 (14,795,168) (553,206) 4,837,086 79,140,808
----------- ------------ ------------ --------- ----------- ------------
Oil and gas properties 10,000 191,037,821 10,109,588 162,944 22,061,159 6,447,006
Utility & transmission plant 156,015,925
Other property & equipment 235,688 24,677,873 178,261 25,000 1,801,011
Pipelines 16,753,079
----------- ------------ ------------ --------- ----------- ------------
245,688 232,468,773 10,287,849 187,944 23,862,170 162,462,931
Accumulated DD&A (27,816) (64,857,581) (68,441) (3,124) (3,010,019) (10,043,250
----------- ------------ ------------ --------- ----------- ------------
217,872 167,611,192 10,219,408 184,820 20,852,151 152,419,681
----------- ------------ ------------ --------- ----------- ------------
Investment in affiliate 35,000,000
Other assets 339,438 17,528,312 2,772,186 441,835 288,746 20,315,460
----------- ------------ ------------ --------- ----------- ------------
Total other assets 339,438 52,528,312 2,772,186 441,835 288,746 20,315,460
----------- ------------ ------------ --------- ----------- ------------
Total assets $ 9,893,801 $251,285,197 $ (1,803,574) $ 73,449 $25,977,983 $251,875,949
=========== ============ ============ ========= =========== ============
<CAPTION>
================================================================================
Total Eliminations Consolidated
----- ------------ ------------
ASSETS
- - --------------------------------
<S> <C> <C> <C>
Cash $ 7,071,659 $ 0 $ 7,071,659
Accounts receivable 66,251,005 66,251,005
Due from affiliates 832,370 832,370
Inventory and gas pool 19,350,753 19,350,753
Prepaid and other expenses 9,886,305 9,886,305
Deferred taxes 5,719,612 5,719,612
------------ ------------
Total current assets: 109,111,704 0 109,111,704
------------ ------------
Oil and gas properties 229,828,518 229,828,518
Utility & transmission plant 156,015,925 156,015,925
Other property & equipment 26,917,833 26,917,833
Pipelines 16,753,079 16,753,079
------------ ------------
429,515,355 0 429,615,355
Accumulated DD&A (78,010,231) (78,010,231)
------------ ------------
351,505,124 0 351,505,124
------------ ------------
Investment in affiliate 35,000,000 (35,000,000) 0
Other assets 41,685,977 41,685,977
------------ ------------ ------------
Total other assets 76,685,977 (35,000,000) 41,685,977
------------ ------------ ------------
Total assets $537,302,805 $(35,000,000) $502,302,805
============ ============ ============
</TABLE>
<PAGE> 12
Exhibit A
ENERGY CORPORATION OF AMERICA
CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 1996
UNAUDITED
<TABLE>
<CAPTION>
==================================================================================================================================
ECA EAEC WESTECH WENZL WAC ESC
--- ---- ------- ----- --- ---
LIABILITIES AND EQUITY
- - --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Short term & current maturities $ 59,184 $43,205,100
Accounts payable 1,492,752 35,067,281 310,869 50,255 2,726,482 18,496,280
Overrecovered gas & refunds 10,755,562
Other current liabilities 12,580,255
Funds held for future distrib 309,606 5,566,802
---------- ------------ ----------- ------- ----------- ------------
Total current liabilities 1,802,358 40,693,267 310,869 50,255 2,726,482 85,037,197
Long-term debt 140,065,118 20,400,000 95,000,000
Gas delivery & def revenue 19,977,351
Deferred income taxes 1,909,456 18,364,983 (241,000) 22,045,448
Other deferred & long-term 594,993 12,638,031
Minority interest 570,304
---------- ------------ ----------- ------- ----------- ------------
Total liabilities 3,711,814 219,695,712 69,869 50,255 23,696,786 214,720,676
Total stockholders' equity 6,181,987 31,589,485 (1,873,443) 23,194 2,281,197 37,155,273
---------- ------------ ----------- ------- ----------- ------------
Total liabilities and equity $9,893,801 $251,285,197 $(1,803,574) $73,449 $25,977,983 $251,875,949
========== ============ =========== ======= =========== ============
<CAPTION>
=======================================================================================
Total Eliminations Consolidated
----- ------------ ------------
LIABILITIES AND EQUITY
- - --------------------------------------
<S> <C> <C> <C>
Short term & current maturities $43,264,284 $43,264,284
Accounts payable 58,143,919 58,143,919
Overrecovered gas & refunds 10,755,562 10,755,562
Other current liabilities 12,580,255 12,580,255
Funds held for future distrib 5,876,408 5,876,408
----------- ------------ ------------
Total current liabilities 130,620,428 0 130,620,428
Long-term debt 255,465,118 255,465,118
Gas delivery & def revenue 19,977,351 19,977,351
Deferred income taxes 42,078,887 42,078,887
Other deferred & long-term 13,233,024 13,233,024
Minority interest 570,304 570,304
----------- ------------ ------------
Total liabilities 461,945,112 0 461,945,112
Total stockholders' equity 75,357,693 (35,000,000) 40,357,693
----------- ------------ ------------
Total liabilities and equity $537,302,805 $(35,000,000) $502,302,805
=========== ============ ============
</TABLE>
<PAGE> 13
[ARTICLE] OPUR3
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] JUN-30-1997
[PERIOD-START] JAN-01-1996
[PERIOD-END] DEC-30-1996
[BOOK-VALUE] PER-BOOK
[TOTAL-ASSETS] 502,302,805
[TOTAL-OPERATING-REVENUES] 376,121,655
[NET-INCOME] (919,014)
</TABLE>
