File No. 2-71252
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
ALLEGHENY & WESTERN ENERGY CORPORATION
.................................................................
(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:
Allegheny & Western Energy Corporation
300 Capitol Street
Suite 1600
Charleston, West Virginia 25301
Claimant (or the Company) is a West Virginia corporation primarily
engaged in the operation and management of oil and gas producing
properties located in the Appalachian Basin of West Virginia. Claimant
owns interests in these properties either directly or through joint
ventures or partnerships with third parties. The Company 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.
Subsidiaries of the Claimant:
(A) Mountaineer Gas Company
414 Summers Street
Charleston, WV 25301
Mountaineer Gas Company (Mountaineer) is a West Virginia
corporation, 100% wholly-owned by Claimant, 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.
(B) Petro Services, Inc.
P.O. Box 69
Cabin Creek, WV 25035
Petro Services, Inc. is currently a dormant corporation. Certain
operations previously being performed by Petro are now being performed
by the Claimant. Petro Services, Inc. is a West Virginia Corporation,
100% owned by Claimant.
(C) Gas Access Systems, Inc.
300 Capitol Street
Suite 1600
Charleston, WV 25301
Gas Access Systems, Inc. is a West Virginia corporation, 100%
wholly-owned by Claimant, engaged in the marketing of natural gas
directly to end-users primarily in the State of West Virginia.
(D) TEX-HEX Corp.
16945 Northchase Drive
Suite 1570
Houston, TX 77060
TEX-HEX Corp. was engaged in the exploration, production and
marketing of oil and gas from leaseholds in the Austin Chalk area of
southern Texas. TEX-HEX Corp. was incorporated on November 27,
1989 as a Texas corporation and is 100% wholly-owned by the
Claimant. All operations of TEX-HEX Corp. ceased effective June
1992 and it is currently a dormant corporation.
(E) A&W Exploration New Zealand Limited (AWENZ)
Unisys House
44-52 The Terrace
Box 2402
Wellington, NZ
AWENZ was incorporated in September 1991 under the laws of New
Zealand and is 100% wholly-owned by the Claimant. AWENZ holds a 59.5
percent interest in petroleum prospecting licenses covering
approximately 2.6 million acres in the North Island, New Zealand.
(F) Mountaineer Gas Services, Inc.
414 Summers Street
Charleston, WV 25301
Mountaineer Gas Services, Inc. is a West Virginia corporation,
100% wholly-owned by Mountaineer, engaged primarily in producing and
marketing natural gas to Mountaineer.
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 of the Claimant are located
primarily in Kanawha county, West Virginia with additional facilities in
other counties of central 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
purchased from suppliers is received from interstate pipelines and other
sources at points within the State of West Virginia. Suppliers include
Columbia Gas Transmission Corporation, Tennessee Gas Pipeline, Cabot Oil
& Gas Corporation, Mountaineer Gas Services, Inc. and Allegheny &
Western Energy Corporation, the Claimant.
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.
60,472,028 Mcf
(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.
20,760,795 Mcf
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.
None
(b) Name of each system company that holds an interest in such
EWG or foreign utility company; and description of the interest held.
None
(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.
None
(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).
None
EXHIBIT A
A consolidating statement of income and surplus of 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 as EXHIBIT A.
EXHIBIT B
Not currently applicable to Claimant, pursuant to announcement of the
Office of Information Technology on October 1, 1993.
EXHIBIT C
Not applicable to the Claimant.
The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 24th day of February, 1994.
ALLEGHENY & WESTERN ENERGY CORPORATION
(Name of Claimant)
By:/s/W. Merwyn Pittman
W. Merwyn Pittman
Vice President, Chief Financial
Officer and Treasurer
CORPORATE SEAL
Attest:
/s/Bradford C. Witmer
Bradford C. Witmer
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:
W. Merwyn Pittman
Vice President, Chief Financial
Officer and Treasurer
300 Capitol Street
Suite 1600
Charleston, WV 25301
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EXHIBIT A
ALLEGHENY & WESTERN ENERGY CORP.
CONSOLIDATING STATEMENT OF INCOME
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1993
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
ALLEGHENY & MOUNTAINEER GAS MOUNTAINEER
WESTERN GAS ACCESS TEX-HEX GAS CONSOLIDATING
ENERGY COMPANY SYSTEMS CORP. AWENZ SERVICES ENTRIES CONSOLIDATED
------------ ----------- --------- ---------- -------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Gas distribution and
marketing $472 $165,067 $25,684 -- -- $5,872 ($3,004) $194,091
Oil and gas sales 2,737 -- -- -- -- 2,198 1 4,936
Field services 2,090 -- -- -- -- -- -- 2,090
Investment and other 740 427 150 (24) -- 9 (1,058) 244
--------- --------- --------- --------- --------- --------- --------- ---------
Total revenues 6,039 165,494 25,834 (24) -- 8,079 (4,061) 201,361
Costs and expenses:
Cost of gas
distributed/marketed 492 103,597 24,689 -- -- 5,543 (3,006) 131,315
Lease operating and
production 2,187 -- -- -- 208 1,048 -- 3,443
Distribution, general and
administrative 3,063 44,250 458 1 69 115 (1) 47,955
Depletion, depreciation &
amortization 3,338 4,939 4 -- -- 518 -- 8,799
Interest 365 4,703 -- -- -- -- (543) 4,525
--------- --------- --------- --------- --------- --------- --------- ---------
Total costs and expenses 9,445 157,489 25,151 1 277 7,224 (3,550) 196,037
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) before income
taxes and cumulative effect
of change in accounting
principle (3,406) 8,005 683 (25) (277) 855 (511) 5,324
Income tax expense (benefit) (1,494) 2,306 279 (1) -- 342 (171) 1,261
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) before cumulative
effect of change in
accounting principle (1,912) 5,699 404 (24) (277) 513 (340) 4,063
Cumulative effect prior to
July 1, 1993 of change in
method of accounting for income
taxes 1,562 -- -- -- -- -- -- 1,562
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) ($350) $5,699 $404 ($24) ($277) $513 ($340) $5,625
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<TABLE>
ALLEGHENY & WESTERN ENERGY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS - ASSETS
AS OF DECEMBER 31, 1993
DOLLARS IN THOUSANDS
(UNAUDITED)
<CAPTION>
ALLEGHENY & MOUNTAINEER GAS MOUNTAINEER
WESTERN GAS ACCESS GAS CONSOLIDATING
ENERGY COMPANY SYSTEMS AWENZ SERVICES ENTRIES CONSOLIDATED
------------ ----------- --------- ------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
CASH AND EQUIVALENTS $5,162 ($1,881) $1,759 $10 $520 $1,881 $7,451
ACCOUNTS RECEIVABLE, LESS
ALLOWANCE FOR DOUBTFUL ACCOUNTS 824 34,842 5,972 -- 1,924 (81) 43,481
INVENTORY 170 18,312 -- -- -- -- 18,482
PREPAYMENTS 740 747 (449) -- -- -- 1,038
DEFERRED INCOME TAXES -- 1,543 -- -- -- (512) 1,031
OTHER 1,309 11 -- -- 9 (1,268) 61
--------- --------- --------- --------- --------- --------- ---------
TOTAL CURRENT ASSETS 8,205 53,574 7,282 10 2,453 20 71,544
--------- --------- --------- --------- --------- --------- ---------
PROPERTY, PLANT AND
EQUIPMENT - AT COST:
UTILITY PLANT -- 191,828 -- -- -- (49,955) 141,873
OIL AND GAS PROPERTIES (SUCCESSFUL
EFFORTS METHOD) 50,979 -- -- 175 5,502 72 56,728
TRANSMISSION PLANT -- -- -- -- 4,738 -- 4,738
OTHER 7,404 -- 29 -- -- -- 7,433
--------- --------- --------- --------- --------- --------- ---------
TOTAL PROPERTY, PLANT AND
EQUIPMENT 58,383 191,828 29 175 10,240 (49,883) 210,772
LESS-ACCUMULATED DEPLETION,
DEPRECIATION AND AMORTIZATION 25,986 87,658 19 -- 517 (49,955) 64,225
--------- --------- --------- --------- --------- --------- ---------
NET PROPERTY, PLANT AND
EQUIPMENT 32,397 104,170 10 175 9,723 72 146,547
--------- --------- --------- --------- --------- --------- ---------
OTHER ASSETS 28,139 19,630 10 -- -- (35,505) 12,274
--------- --------- --------- --------- --------- --------- ---------
TOTAL ASSETS $68,741 $177,374 $7,302 $185 $12,176 ($35,413) $230,365
</TABLE>
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<TABLE>
ALLEGHENY & WESTERN ENERGY CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS - LIABILITIES AND STOCKHOLDERS' EQUITY
AS OF DECEMBER 31, 1993
DOLLARS IN THOUSANDS
(UNAUDITED)
<CAPTION>
ALLEGHENY & MOUNTAINEER GAS MOUNTAINEER
WESTERN GAS ACCESS GAS CONSOLIDATING
ENERGY COMPANY SYSTEMS AWENZ SERVICES ENTRIES CONSOLIDATED
------------ ------------- ---------- ------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
CURRENT MATURITIES OF LONG-TERM
DEBT $1,500 $6,384 -- -- -- ($1,134) $6,750
SHORT-TERM BORROWINGS -- 36,205 -- -- -- -- 36,205
ACCOUNTS PAYABLE 459 12,238 4,408 -- 1,731 1,799 20,635
OVERRECOVERED GAS COSTS -- 864 -- -- -- -- 864
ACCRUED TAXES (82) 1,677 270 -- 358 215 2,438
DEFERRED INCOME TAXES -- 530 -- -- 188 (718) --
ACCRUED LIABILITIES AND OTHER 229 9,827 -- -- 1,085 (134) 11,007
--------- --------- --------- --------- --------- --------- ---------
TOTAL CURRENT LIABILITIES 2,106 67,725 4,678 -- 3,362 28 77,899
NON-CURRENT LIABILITIES:
LONG-TERM DEBT, NET OF CURRENT
MATURITIES 3,625 33,849 -- -- -- (5,794) 31,680
DEFERRED INCOME TAXES 4,516 14,571 (190) -- -- 207 19,104
OTHER 547 2,923 -- 819 927 (819) 4,397
--------- --------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES 10,794 119,068 4,488 819 4,289 (6,378) 133,080
--------- --------- --------- --------- --------- --------- ---------
STOCKHOLDERS' EQUITY
COMMON STOCK 81 29,618 1 6 -- (29,625) 81
ADDITIONAL PAID-IN CAPITAL 36,788 -- -- -- 7,373 (7,373) 36,788
RETAINED EARNINGS 24,476 28,688 2,813 (640) 514 7,963 63,814
--------- --------- --------- --------- --------- --------- ---------
61,345 58,306 2,814 (634) 7,887 (29,035) 100,683
LESS: TREASURY STOCK (3,398) -- -- -- -- -- (3,398)
--------- --------- --------- --------- --------- --------- ---------
TOTAL STOCKHOLDERS' EQUITY 57,947 58,306 2,814 (634) 7,887 (29,035) 97,285
--------- --------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $68,741 $177,374 $7,302 $185 $12,176 ($35,413) $230,365
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