MIDWEST BOTTLE GAS CO
U-3A-2, 1998-03-02
MISC GENERAL MERCHANDISE STORES
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                      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


                            MIDWEST BOTTLE GAS CO.
- --------------------------------------------------------------------------------
                              (Name of Company)


hereby files with the Securities and Exchange Commission, pursuant to
Rule U-3A-2 (U-2), its statement claiming exemption as a holding company from
the provisions of the Public Utility Holding Company Act of 1935.  In support
of such claim for exemption the following information is submitted:


        1. Name, State of organization, location and nature of business of
claimant and evey subsidiary thereof.

CLAIMANT:

        Name:                           Midwest Bottle Gas Co.

        State of Organization:          Wisconsin

        Prinicipal Office:              3600 Hwy. 157
                                        La Crosse, WI  54601

        Location & Nature of
        Business:                       Sale of L.P. Gas and Gas Appliances in
                                        and around  La Crosse, Mondovi, 
                                        Richland Center, Black River Falls, 
                                        Chetek, Prairie du Chien, Owen Mauston,
                                        Shell Lake, Eau Claire, Menomonie, and 
                                        Minocqua, WI


                                      1.


<PAGE>   2
SUBSIDIARIES:

A.      Name:                           Olson's L.P. Gas, Inc.

        State of Organization:          Wisconsin

        Principal Office:               Blair, Wisconsin

        Location & Nature of 
        Business:                       Sale of L.P. Gas and Gas Appliances and
                                        fertilizer in and around Blair, WI.

        
B.      Name:                           Midwest Bottle Gas Company of Minnesota

        State of Organization:          Minnesota

        Principal Office:               107 East Main Street
                                        Caledonia, MN

        Location & Nature of 
        Business:                       Sale of L.P. Gas and Gas Appliances in
                                        and around Caledonia, MN.


C.      Name:                           Midwest Natural Gas, Inc.

        State of Organization:          Wisconsin

        Principal Office:               3600 Hwy. 157
                                        La Crosse, WI  54601

        Location & Nature of 
        Business:                       This Corporation operates natural gas
                                        distribution facilities in the 
                                        following communities in Western 
                                        Wisconsin.

                                        Arcadia         East Farmington
                                        Independence    Somerset
                                        Mondovi         Houlton
                                        Whitehall       Roberts
                                        Westby          Burkhart
                                        Viola           Ettrick
                                        LaFarge         Galesville
                                        Coon Valley     Trempealeau
                                        Eleva           New Amsterdam
                                        Strum           Centerville
                                        St. Joseph


                                      2.
<PAGE>   3
D.      Name:                           Tomah LP Gas Service, Inc.  

        State of Organization:          Wisconsin

        Principal Office:               305 Arthur Street
                                        Tomah, WI  54660

        Location & Nature of 
        Business:                       Sale of L.P. Gas, fuel oil and
                                        appliances in and around Tomah, WI.

        
E.      Name:                           Hiawatha Valley Gas Company            

        State of Organization:          Minnesota

        Principal Office:               Hwy. 61              
                                        Minnesota City, MN  55959

        Location & Nature of 
        Business:                       Sale of L.P. Gas and appliances in
                                        and around Winona, MN.   


F.      Name:                           Tru-Gas of Florida, Inc. 

        State of Organization:          Florida  

        Principal Office:               206 E. New Haven Avenue
                                        Melbourne, FL  32901

        Location & Nature of 
        Business:                       Sale of L.P. Gas and appliances in and
                                        around Melbourne, Cocoa, Chiefland, 
                                        Crystal River, New Smyrna Beach, 
                                        Bronson, Old Town, Silver Springs,      
                                        Hernando, High Springs, Florida and 
                                        Blakely, Georgia. Development of an    
                                        adult mobile home park in West 
                                        Melbourne, Florida.


G.      Name:                           Dawson Oil Company, LTD.

        State of Organization:          Wisconsin
        
        Principal Office:               3600 Hwy. 157
                                        La Crosse, WI  54601

        Location & Nature of 
        Business:                       Wholesale of L.P. Gas to independent
                                        dealers in Minnesota, Wisconsin, Iowa, 
                                        North Dakota, South Dakota and Nebraska.




                                      3.
<PAGE>   4
H.      Name:                           Midwest LPG Insurance
                                        Specialists, Inc.

        State of Organization:          Wisconsin

        Principal Office:               3600 Hwy. 157
                                        La Crosse, WI  54601

        Location & Nature of 
        Business:                       Insurance Agency selling insurance in
                                        Wisconsin, Minnesota, Florida and 
                                        Georgia.

        
I.      Name:                           La Crosse Hangar Co. - 50% Owned
                                        Partnership

        State of Organization:          Wisconsin
        
        Principal Office:               3600 Hwy. 157
                                        La Crosse, WI  54601

        Location and Nature of 
        Business:                       Owner and operator of airport hangar
                                        building.

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 of 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.

The only properties described above are those of the Claimant's subsidiary
public utility company -- Midwest Natural Gas, Inc., which has gas distribution
facilities located in the following communities in Western Wisconsin:


                          Arcadia         East Farmington
                          Independence    Somerset
                          Mondovi         Houlton
                          Whitehall       Roberts
                          Westby          Burkhart
                          Viola           Ettrick
                          LaFarge         Galesville
                          Coon Valley     Trempealeau
                          Eleva           New Amsterdam
                          Strum           Centerville
                          St. Joseph




                                      4.
<PAGE>   5
Midwest Natural Gas, Inc. purchases natural gas at the communities within the
State of Wisconsin from Oxy USA Inc. and Renaissance Energy Inc. and
transported through Northern Natural Gas Company which has a transmission
pipeline to the communities.

Midwest Natural Gas, Inc. has no properties outside of the State of 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 Mcf. of natural or manufactured gas distributed at
                retail .................................1,847,300 Deca-Therms

        (b)     Number of Kwh. of electric energy and Mcf. of Natural or  
                manufactured gas distributed at retail outside of that 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...........None

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 State 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


                                      5.

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                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 



                                      6.
<PAGE>   7
                                  EXHIBIT A


A consolidating statement of income and surplus of the Claimant and its
subsidiary companies for the last fiscal year, together with a consolidating
balance sheet of Claimant and its subsidiary companies as of the close of such
fiscal year will be filed by amendment in May 1998.  The Claimant and its
subsidiary companies fiscal year end is January 31, for this reason the
consolidating statement will be filed by amendment.

The above names Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 19th day of February, 1998.

                                        MIDWEST BOTTLE GAS CO.


(Corporate Seal)                        By  James A. Senty
                                          --------------------------------
                                            James A. Senty, President




Attest:


Richard A. Linton, Treasurer
- -----------------------------------
Richard A. Linton, Treasurer


Name, title and address of officers to who notices and correspondence
concerning this statement should be addressed:



James A. Senty, President
3600 Hwy. 157
P.O. Box 429
La Crosse, WI  54602-0429





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