UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
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OMB Number:3235-0161
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FORM U-3A-2
File No. 2-71252
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 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.
300 Capitol Street, Suite 1600
Charleston, WV 25301
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)
300 Capitol Street, Suite 1600
Charleston, WV 25301
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 acreage located
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,
including Columbia Gas Transmission Corporation and
Tennessee Gas Pipeline, and other sources at points
within the State of West Virginia. Suppliers include
Equitable Resources, Inc., Natural Gas Clearinghouse,
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.
60,031,901 Mcf.
(b) Number of kwh. of electric energy and Mcf. of
natural or manufactured gas distributed at retail
outside the State in which each 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.
19,661,640 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 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 as EXHIBIT A.
EXHIBIT B. Financial Data Schedule
This Schedule sets forth the financial and other data
specified below that are applicable to the registrant on a
consolidated basis.
Item No. Caption Heading
1 Total Assets
2 Total Operating Revenues
3 Net Income
EXHIBIT C
Not applicable to Claimant.
The above-named Claimant has caused this statement to be duly
executed on its behalf by its authorized officer of this _____
day of February, 1995.
ALLEGHENY & WESTERN ENERGY CORPORATION
(Name of claimant)
By:
W. Merwyn Pittman
Vice President, Chief Financial
Officer and Treasurer
CORPORATE SEAL
Attest:
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
Allegheny & Western Energy Corporation
300 Capitol Street
Suite 1600
Charleston, West Virginia 25301
EXHIBIT A
<TABLE>
<CAPTION>
ALLEGHENY & WESTERN ENERGY CORPORATION
AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)
(UNAUDITED)
ALLEGHENY & MOUNTAINEER GAS MOUNTAINEER
WESTERN GAS ACCESS GAS CONSOLIDATING
ENERGY COMPANY SYSTEMS AWENZ SERVICES ENTRIES CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Gas distribution and marketing $1,243 $156,542 $23,697 -- $7,459 ($3,556) $185,385
Oil and gas sales 2,513 -- -- -- 3,466 -- 5,979
Field services 1,960 -- -- -- -- -- 1,960
Investment and other 642 1,079 130 1 31 (1,587) 296
Total revenues 6,358 157,621 23,827 1 10,956 (5,143) 193,620
Costs and expenses:
Cost of gas distributed/marketed 1,206 92,645 22,320 -- 6,790 (3,556) 119,405
Lease operating and production 2,280 -- -- 158 1,510 -- 3,948
Distribution, general
and administrative 3,817 44,552 550 14 129 -- 49,062
Depletion, depreciation & amortization 2,731 5,284 4 -- 658 -- 8,677
Interest 386 4,662 -- -- -- (464) 4,584
Total costs and expenses 10,420 147,143 22,874 172 9,087 (4,020) 185,676
Income (loss) before income taxes (4,062) 10,478 953 (171) 1,869 (1,123) 7,944
Income tax expense (benefit) (2,457) 2,858 382 -- 746 7 1,536
Net income (loss) (1,605) 7,620 571 (171) 1,123 (1,130) 6,408
</TABLE>
<TABLE>
<CAPTION>
ALLEGHENY & WESTERN ENERGY CORPORATION
AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET - ASSETS
AS OF DECEMBER 31, 1994
DOLLARS IN THOUSANDS
(UNAUDITED)
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 $3,473 ($2,046) $1,966 $13 $1,528 $2,045 $6,979
ACCOUNTS RECEIVABLE, LESS
ALLOWANCE FOR DOUBTFUL
ACCOUNTS 1,307 24,474 3,935 -- 1,455 (281) 30,890
INVENTORY 157 21,462 -- -- -- -- 21,619
PREPAYMENTS 758 925 788 -- -- -- 2,471
DEFERRED INCOME TAXES -- 407 -- -- -- 5,179 5,586
OTHER 1,211 12 -- -- 16 (1,176) 63
TOTAL CURRENT ASSETS 6,906 45,234 6,689 13 2,999 5,767 67,608
PROPERTY, PLANT AND EQUIPMENT-
AT COST:
UTILITY PLANT -- 206,528 -- -- -- (49,956) 156,572
OIL AND GAS PROPERTIES
(SUCCESSFUL EFFORTS METHOD) 46,271 -- -- 175 6,158 (174) 52,430
TRANSMISSION PLANT -- -- -- -- 4,529 -- 4,529
OTHER 7,502 -- 29 -- 348 -- 7,879
TOTAL PROPERTY, PLANT AND
EQUIPMENT 53,773 206,528 29 175 11,035 (50,130) 221,410
LESS-ACCUMULATED DEPLETION,
DEPRECIATION AND AMORTIZATION 24,540 93,876 23 -- 1,175 (49,956) 69,658
NET PROPERTY, PLANT AND
EQUIPMENT 29,233 112,652 6 175 9,860 (174) 151,752
OTHER ASSETS 28,405 23,672 10 -- -- (35,699) 16,388
TOTAL ASSETS $64,544 $181,558 $6,705 $188 $12,859 ($30,106) $235,748
</TABLE>
<TABLE>
<CAPTION>
ALLEGHENY & WESTERN ENERGY CORPORATION
AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET -
LIABILITIES AND STOCKHOLDERS' EQUITY
AS OF DECEMBER 31, 1994
DOLLARS IN THOUSANDS
(UNAUDITED)
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 $800 $6,313 -- -- -- ($1,063) $6,050
SHORT-TERM BORROWINGS -- 31,508 -- -- -- -- 31,508
ACCOUNTS PAYABLE 848 6,215 4,470 -- 945 1,764 14,242
OVERRECOVERED GAS COSTS -- 11,595 -- -- -- -- 11,595
ACCRUED TAXES (1,132) 6,312 283 -- 1,443 14 6,920
DEFERRED INCOME TAXES -- (4,616) -- -- 13 4,603 --
ACCRUED LIABILITIES AND OTHER 280 10,575 -- -- 521 (112) 11,264
TOTAL CURRENT LIABILITIES 796 67,902 4,753 -- 2,922 5,206 81,579
NON-CURRENT LIABILITIES:
LONG-TERM DEBT, NET OF CURRENT
MATURITIES 3,000 27,536 -- -- -- (4,731) 25,805
DEFERRED INCOME TAXES 4,061 15,714 (434) -- -- 577 19,918
OTHER 1,232 4,479 -- 993 928 (994) 6,638
TOTAL LIABILITIES 9,089 115,631 4,319 993 3,850 58 133,940
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 23,868 36,309 2,385 (811) 1,636 6,834 70,221
60,737 65,927 2,386 (805) 9,009 (30,164) 107,090
LESS: TREASURY STOCK (5,282) -- -- -- -- -- (5,282)
TOTAL STOCKHOLDERS EQUITY 55,455 65,927 2,386 (805) 9,009 (30,164) 101,808
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $64,544 $181,558 $6,705 $188 $12,859 ($30,106) $235,748
</TABLE>
<PAGE>
EXHIBIT B
Financial Data Schedule
Year Ended
Item December 31, 1994
Number Item Description (Dollar's in Thousands)
1 Total Assets $235,748
2 Total Operating
Revenues 193,324
3 Net Income 6,408
