File No. 70-07078
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
EnergyNorth, Inc.
1260 Elm Street
P.O. Box 329
Manchester, New Hampshire 03105-0329
603-625-4000
(Name, address and telephone number of principal executive
offices of company filing this statement)
<PAGE> 2
EnergyNorth, Inc. 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.
EnergyNorth, Inc. ("ENI" or the "Company") is a New Hampshire
business corporation formed on May 12, 1982, for the purpose of
becoming a holding company. At the present time, the Company's
only business is the ownership of the outstanding common stock of
EnergyNorth Natural Gas, Inc. ("ENGI"), EnergyNorth Propane,
Inc. ("ENPI"), EnergyNorth Realty, Inc. ("ENRI"), Broken Bridge
Corp. ("BBC") and ENI Resources, Inc. ("ERI"). All of ENI's
subsidiaries are organized under the laws of the state of New
Hampshire.
ENGI, the Company's principal subsidiary, distributes natural gas
as a regulated utility pursuant to franchise authority granted by
the New Hampshire Public Utilities Commission. No operations are
conducted outside of the state of New Hampshire. At December 31,
1997, ENGI provided service to nearly 70,000 customers. The
franchise territory is comprised of 27 cities and towns where
natural gas is delivered through a local distribution network.
It covers approximately 922 square miles with a population of
approximately 470,000. The territory is situated in southern and
central New Hampshire. ENGI is also engaged in equipment rental
and appliance and jobbing sales, all of which take place entirely
within the state of New Hampshire.
ENPI is a retailer of liquefied petroleum gas ("propane" or "LP")
in more than 100 communities located in southern and central New
Hampshire. Propane distribution does not require a regulatory
franchise. ENPI operates from separate headquarters and plant
facilities that it owns at Regional Drive in Concord, New
Hampshire and has distribution centers in Bedford and Gilford,
New Hampshire. Propane is transported in bulk supply by trucks to
and from ENPI's distribution centers. ENPI participates in
a joint venture with Northern New England Gas Corporation,
through VGS Propane LLC, a Vermont limited liability company in
which ENPI has a 49% interest, to provide LP gas sales and
service in the state of Vermont.
ENRI's principal activity is owning and leasing land and a
building located at 1260 Elm Street in Manchester, New Hampshire
where ENI and all of its subsidiaries, except ENPI, maintain
corporate offices. BBC owns land and buildings located in
Concord, New Hampshire, some of which are being leased to third
parties.
ERI is engaged in an energy services joint venture.
<PAGE> 3
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.
The only properties to which this item applies are the
production, transmission and distribution facilities and
properties of ENGI, all of which are located in New Hampshire.
ENGI owns three operations centers, located in Nashua, Manchester
and Tilton. The operations center located at Bridge Street in
Nashua is comprised of brick and cement buildings containing gas
distribution equipment, a regulating station, LP storage tanks
and gas production equipment. The operations center located at
Elm Street in Manchester occupies eleven acres and is comprised
of brick and concrete buildings containing storerooms, LP-air and
liquefied natural gas ("LNG") peak shaving plants, together with
LNG and LP storage tanks and related facilities and equipment and
a compressed natural gas fill station. The operations center at
Route 140 in Tilton is comprised of a cement block building
housing LNG peak shaving equipment, LP peak shaving equipment and
regulating equipment, together with LNG and LP storage tanks and
related gas production equipment.
An energy center located at Broken Bridge Road in Concord is also
owned by ENGI. This property is located within a two acre fenced-
in section of an approximately five acre tract. Located within
these two acres are concrete and wood buildings, metering
equipment, LNG peak shaving equipment, together with an LNG
storage tank and associated gas production equipment.
ENGI has six take stations, located at Broken Bridge Road in
Concord, Sanborn Road in Londonderry, Route 28 By-Pass in
Hooksett, Candia Road in Manchester, Bridle Bridge Road in
Windham and Ferry Street in Allenstown. The take stations
consist of land and buildings sheltering natural gas metering and
pressure regulating equipment. The take stations are owned by
ENGI with the exception of some of the land which is owned by
Tennessee Gas Pipeline Company ("Tennessee"), ENGI's gas
transporter.
Other properties owned by ENGI include undeveloped land at
Sewalls Falls Road and Palm Street in Concord, land at Briarcliff
Road in Milford and a tank farm including land and LP storage
tanks located at Caldwell Drive in Amherst. ENGI owns land and
an office/warehouse building in Tilton, leases office space in
Nashua and Concord and leases parking space in Manchester and Concord.
<PAGE> 4
As of December 31, 1997, ENGI had more than 1,700 miles of mains
and service connections all within the state of New Hampshire.
Substantially all of ENGI's utility properties are subject to the
lien of the indenture securing the ENGI First Mortgage Bonds.
ENGI's gas supply is principally pipeline natural gas transported
by Tennessee, a division of Tenneco, Inc., and purchased both on
long-term contract and short-term spot market bases. Natural gas
pipeline supplies are supplemented by gas produced with LP-air and LNG
at plants owned and operated by ENGI.
As described above, ENGI operates its natural gas distribution
business entirely within the state of New Hampshire. The Company
owns no gas manufacturing or distribution facilities outside of
New Hampshire nor pipelines that deliver or receive gas at New
Hampshire borders. The Company purchases natural gas from sources
outside of New Hampshire and takes delivery in New Hampshire,
primarily through pipeline terminals. Natural gas owned by ENGI
and stored outside of New Hampshire is stored in facilities owned
by unaffiliated persons.
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.
ENGI sold or transported during the calendar year ended
December 31, 1997, natural and manufactured gas as
follows (in thousands of Mcf):
Residential 5,445
Commercial/Industrial 5,250
280-day service 1,275
Interruptible/other 139
Transportation 923
-------
Total Gas Sales and
Volumes Transported 13,032
=======
ENGI sells no electric energy.
(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.
<PAGE> 5
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.
Natural gas is purchased by ENGI outside the state of New
Hampshire from third-party marketers. These supplies are
transported under a Federal Energy Regulatory Commission
approved tariff to delivery points located within New
Hampshire. Supplemental gas is purchased from sources
within and outside New Hampshire and delivered by truck
and railcar to points within New Hampshire.
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).
<PAGE> 6
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.
See Exhibit 99, filed herewith.
<PAGE> 7
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on
this 3rd day of February, 1998.
ENERGYNORTH, INC.
[Corporate Seal By /s/ David A. Skrzysowski
embedded here] David A. Skrzysowski
Vice President and Controller
CORPORATE SEAL
Attest: /s/ Michelle L. Chicoine
Michelle L. Chicoine
Senior Vice President, Treasurer
and Chief Financial Officer
Name, title and address of officer/agent for service
to whom notices and correspondence concerning
this statement should be addressed:
David A. Skrzysowski
Vice President and Controller
1260 Elm Street
P.O. Box 329
Manchester, New Hampshire 03105-0329
603-625-4000, X4253
The Commission is requested to mail copies of all
orders, notices and communications to:
Richard A. Samuels, Esquire
McLane, Graf, Raulerson & Middleton,
Professional Association
P.O. Box 326
Manchester, New Hampshire 03105-0326
603-625-6464
<PAGE> 8
EXHIBIT B Financial Data Schedule
See Exhibit 27, filed herewith.
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.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<LEGEND>
This schedule contains summary financial information extracted from the
consolidating balance sheet and consolidating statement of income contained in
Form U-3A-2 of EnergyNorth, Inc. for the calendar year ended December 31, 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 147,674
<TOTAL-OPERATING-REVENUES> 107,308
<NET-INCOME> 7,042
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
ASSETS
December 31, 1997
Unaudited
(in thousands)
ENERGYNORTH ENERGYNORTH ENERGYNORTH BROKEN ENI ADJUSTMENTS &
ENERGYNORTH, NATURAL GAS, PROPANE, REALTY, BRIDGE RESOURCES, INTERCOMPANY
INC. INC. INC. INC. CORP. INC. ELIMINATIONS TOTAL
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Property:
Utility plant, at cost $ - $149,872 $ - $ - $ - $ - $ 32 $149,904
Accumulated depreciation and
amortization - 48,956 - - - - 4 48,960
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
Net utility plant - 100,916 - - - - 28 100,944
Net nonutility property, at cost 48 - 5,966 1,238 418 - (55) 7,615
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
Net property 48 100,916 5,966 1,238 418 - (27) 108,559
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
Investment in subsidiaries 50,700 - - - - - (50,700) -
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
Current assets:
Cash and temporary cash investments (18) 126 129 301 3 10 - 551
Note receivable - - 158 - - - - 158
Accounts receivable, net 3 9,813 1,164 - - 2 - 10,982
Unbilled revenues - 3,473 - - - - - 3,473
Intercompany accounts receivable 1,275 (986) (136) (7) (17) (52) (77) -
Deferred gas costs - 1,433 - - - - - 1,433
Inventories, at average cost - 9,038 415 - - - - 9,453
Prepaid and deferred taxes - 1,409 25 - 2 - - 1,436
Recoverable FERC 636 transition costs - 1,009 - - - - - 1,009
Prepaid expenses and other - 826 184 3 - - - 1,013
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
Total current assets 1,260 26,141 1,939 297 (12) (40) (77) 29,508
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
Deferred charges:
Regulatory asset - income taxes - 2,401 - - - - - 2,401
Recoverable environmental costs - 5,044 - - - - - 5,044
Other deferred charges 124 1,902 94 10 - 32 - 2,162
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
Total deferred charges 124 9,347 94 10 - 32 - 9,607
------------- ------------ ----------- ----------- ------ ---------- ------------- --------
Total assets $52,132 $136,404 $7,999 $1,545 $406 $(8) $(50,804) $147,674
============= ============ =========== =========== ====== ========== ============= ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
STOCKHOLDERS' EQUITY AND LIABILITIES
December 31, 1997
Unaudited
(in thousands)
ENERGYNORTH ENERGYNORTH ENERGYNORTH BROKEN ENI ADJUSTMENTS &
ENERGYNORTH, NATURAL GAS, PROPANE, REALTY, BRIDGE RESOURCES, INTERCOMPANY
INC. INC. INC. INC. CORP. INC. ELIMINATIONS TOTAL
------------ ------------ ----------- ----------- ------ ---------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stockholders' equity:
Common stock $ 3,246 $ 3,000 $ 15 $ 7 $ 10 $ 1 $ (3,033) $ 3,246
Amount in excess of par 30,488 22,538 850 378 390 45 (24,201) 30,488
Retained earnings 17,181 21,046 2,294 141 24 (39) (23,493) 17,154
------------ ----------- ------------ ----------- ------ ---------- ------------- --------
Total common stockholders' equity 50,915 46,584 3,159 526 424 7 (50,727) 50,888
Long-term debt - 42,879 1,454 884 - - - 45,217
------------ ----------- ------------ ----------- ------ ---------- ------------- --------
Total capitalization 50,915 89,463 4,613 1,410 424 7 (50,727) 96,105
------------ ----------- ------------ ----------- ------ ---------- ------------- --------
Current liabilities:
Notes payable to banks - 2,050 500 - - - - 2,550
Long-term debt 6 478 380 61 - - - 925
Capital lease obligations - - - - - - - -
Inventory purchase obligation - 8,861 - - - - - 8,861
Accounts payable (31) 6,386 849 (8) - - (77) 7,119
Accrued interest - 1,200 2 7 - - - 1,209
Accrued taxes - 2,477 133 1 (14) (15) - 2,582
Accrued FERC 636 transition costs - 1,009 - - - - - 1,009
Customer deposits, environmental
and other 1,242 1,896 654 - 1 - - 3,793
------------ ----------- ------------ ----------- ------ ---------- ------------- --------
Total current liabilities 1,217 24,357 2,518 61 (13) (15) (77) 28,048
------------ ----------- ------------ ----------- ------ ---------- ------------- --------
Deferred credits:
Deferred income taxes - 17,275 830 74 (5) - - 18,174
Unamortized investment tax credits - 1,703 - - - - - 1,703
Regulatory liability - income taxes - 1,226 - - - - - 1,226
Contributions in aid of construction
and other - 2,380 38 - - - - 2,418
------------ ----------- ------------ ----------- ------ ---------- ------------- --------
Total deferred charges - 22,584 868 74 (5) - - 23,521
------------ ----------- ------------ ----------- ------ ---------- ------------- --------
Total stockholders' equity and
liabilities $52,132 $136,404 $7,999 $1,545 $406 $ (8) $(50,804) $147,674
============ =========== ============ =========== ====== ========== ============= ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1997
Unaudited
(in thousands)
ENERGYNORTH ENERGYNORTH ENERGYNORTH BROKEN ENI ADJUSTMENTS &
ENERGYNORTH, NATURAL GAS, PROPANE, REALTY, BRIDGE RESOURES, INTERCOMPANY
INC. INC. INC. INC. CORP. INC. ELIMINATIONS TOTAL
------------ ------------ ----------- ----------- ------ --------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating revenues:
Utility gas service - $94,753 $ - $ - $ - $ - $ - $ 94,753
Propane gas service - - 12,555 - - - - 12,555
Rental revenue - - - 448 - - (448) -
------------ ------------ ----------- ----------- ------ --------- ------------- --------
Total operating revenues - 94,753 12,555 448 - - (448) 107,308
------------ ------------ ----------- ----------- ------ --------- ------------- --------
Operating expenses:
Cost of gas sold - 55,363 6,676 - - - - 62,039
Operations and maintenance - 18,640 3,659 135 - (452) 21,982
Depreciation and amortization - 5,097 1,101 78 - - - 6,276
Taxes other than income taxes - 2,698 204 58 16 - - 2,976
Federal and state income taxes - 3,722 359 39 (1) 3 - 4,122
------------ ------------ ----------- ----------- ------ --------- ------------- --------
Total operating expenses - 85,520 11,999 310 15 3 (452) 97,395
------------ ------------ ----------- ----------- ------ --------- ------------- --------
Operating income (loss) - 9,233 556 138 (15) (3) 4 9,913
Other income (expense), net - 999 194 10 12 9 (4) 1,220
Interest expense:
Interest on long-term debt - 2,905 170 86 - - - 3,161
Other interest - 924 6 - - - - 930
------------ ------------ ----------- ----------- ------ --------- ------------- --------
Total interest expense - 3,829 176 86 - - - 4,091
------------ ------------ ----------- ----------- ------ --------- ------------- --------
Net income (loss) - $ 6,403 $ 574 $ 62 $ (3) $ 6 $ - $ 7,042
============ ============ =========== =========== ====== ========= ============= ========
Consolidated basic earnings per share - $2.17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF SURPLUS
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1997
Unaudited
(in thousands)
ENERGYNORTH ENERGYNORTH ENERGYNORTH BROKEN ENI ADJUSTMENTS &
ENERGYNORTH, NATURAL GAS, PROPANE, REALTY, BRIDGE RESOURCES, COMPANY
INC. INC. INC. INC. CORP. INC. ELIMINATIONS TOTAL
------------ ------------ ----------- ----------- ------ ---------- ------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1996 $14,242 $18,337 $2,129 $ 79 $27 $(45) $(20,554) $14,215
Add:
Net income(loss) 7,042 6,403 574 62 (3) 6 (7,042) 7,042
Less:
Cash dividends 4,103 3,694 409 - - - (4,103) 4,103
------------ ------------ ----------- ----------- ------ ---------- ------------- -------
Balance - December 31, 1997 $17,181 $21,046 $2,294 $141 $24 $(39) $(23,493) $17,154
============ ============ =========== =========== ====== ========== ============= =======
</TABLE>
