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>
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), ENI Mechanicals, Inc. (ENMI), 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,
1998, 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")
to over 14,700 customers 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 is a
member of VGS Propane, LLC (VGSP), a joint venture with Northern
New England Gas Corporation. VGSP is a Vermont limited liability
company which provides LP gas sales and service to approximately
10,000 customers in the state of Vermont.
ENMI's wholly owned subsidiaries Northern Peabody, Inc. (NPI) and
Granite State Plumbing and Heating, Inc. (GSPH) are mechanical
contractors engaged in the design, construction and service of
plumbing, heating, ventilation, air conditioning and process
piping systems. They serve commercial, industrial and
institutional customers in northern New England. NPI and GSPH
operate from separate headquarters and facilities located in
Manchester, New Hampshire and Goffstown, New Hampshire,
respectively.
<PAGE>
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 and ENMI,
maintain corporate offices.
BBC owns undeveloped land located in Concord, New Hampshire.
ERI is engaged in an energy services joint venture.
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.
<PAGE>
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.
As of December 31, 1998, 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. LP-air and
LNG, which are used to supplement ENGI's natural gas pipeline
supplies, are produced 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, 1998, natural and manufactured gas as
follows (in thousands of Mcf):
Residential 4,928
Commercial/Industrial 4,617
280-day service 745
Interruptible/other 74
Transportation 2,009
-------
Total Gas Sales and
Volumes Transported 12,373
=======
ENGI sells no electric energy.
<PAGE>
(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.
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.
<PAGE>
(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.
See Exhibit 99, filed herewith.
<PAGE>
The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on
this 26th day of February, 1999.
ENERGYNORTH, INC.
[Corporate Seal By: /S/ DAVID A. SKRZYSOWSKI
embedded here] David A. Skrzysowski
Vice President and Controller
CORPORATE SEAL
Attest: /S/ FRANK L. CHILDS
Frank L. Childs
Senior Vice President
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>
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.
<PAGE>
<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, 1998
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-30-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 162,145
<TOTAL-OPERATING-REVENUES> 110,505
<NET-INCOME> 4,455
</TABLE>
<TABLE>
<CAPTION>
Exhibit A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
ASSETS
December 31, 1998
Unaudited
(in thousands)
ENI ENGI ENPI ENMI ENRI BBC ERI Elimina- Total
tions
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Property:
Utility plant, at cost $ - $161,394 $ - $ - $ - $ - $ - $ 31 $161,425
Accumulated depreciation and
amortization - 52,759 - - - - - 4 52,763
--------------------------------------------------------------------------------
Net utility plant - 108,635 - - - - - 27 108,662
Net nonutility property, at cost 19 - 6,187 392 1,164 425 - (54) 8,133
--------------------------------------------------------------------------------
Net property 19 108,635 6,187 392 1,164 425 - (27) 116,795
--------------------------------------------------------------------------------
Investment in subsidiaries 52,970 - - - - - - (52,970) -
--------------------------------------------------------------------------------
Current assets:
Cash and temporary cash investments (825) 1,941 97 209 516 - 18 - 1,956
Note receivable from affiliate 1,600 - - - - - - (1,600) -
Accounts receivable, net (4) 5,375 999 5,900 - 2 2 - 12,274
Unbilled revenues - 3,522 - - - - - - 3,522
Intercompany accounts receivable 1,942 (1,364) (330) (35) (90) (42) (39) (66) (24)
Deferred gas costs - 29 - - - - - - 29
Materials and supplies - 1,510 95 488 - - - - 2,093
Supplemental gas supplies - 8,824 195 - - - - - 9,019
Prepaid and deferred taxes - 2,282 16 6 6 9 3 - 2,322
Prepaid expenses and other - 732 96 74 3 - - - 905
--------------------------------------------------------------------------------
Total current assets 2,713 22,851 1,168 6,642 435 (31) (16) (1,666) 32,096
--------------------------------------------------------------------------------
Deferred charges and other assets:
Regulatory asset - income taxes - 2,401 - - - - - - 2,401
Recoverable environmental costs - 6,596 - - - - - - 6,596
Other deferred charges 9 2,016 2 - 5 - - - 2,032
Other assets 527 91 1,534 35 5 - 33 - 2,225
--------------------------------------------------------------------------------
Total deferred charges and other assets 536 11,104 1,536 35 10 - 33 - 13,254
--------------------------------------------------------------------------------
Total assets $56,238 $142,590 $8,891 $7,069 $1,609 $394 $17 $(54,663) $162,145
================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
STOCKHOLDERS' EQUITY AND LIABILITIES
December 31, 1998
Unaudited
(in thousands)
ENI ENGI ENPI ENMI ENRI BBC ERI Elimina- Total
tions
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stockholders'equity:
Common stock $ 3,320 $ 3,000 $ 15 $ 2 $ 7 $ 10 $ 1 $ (3,035) $ 3,320
Amount in excess of par 32,506 22,538 1,049 1,990 378 390 45 (26,390) 32,506
Retained earnings 17,260 21,323 1,854 153 231 11 (25) (23,572) 17,235
----------------------------------------------------------------------------------
Total common stockholders' equity 53,086 46,861 2,918 2,145 616 411 21 (52,997) 53,061
Long-term debt - 42,411 292 637 816 - - - 44,156
----------------------------------------------------------------------------------
Total capitalization 53,086 89,272 3,210 2,782 1,432 411 21 (52,997) 97,217
----------------------------------------------------------------------------------
Current liabilities:
Notes payable to banks 1,600 7,942 1,975 295 - - - (1,600) 10,212
Current portion of long-term debt - 436 1,421 108 66 - - - 2,031
Inventory purchase obligation - 9,928 - - - - - - 9,928
Accounts payable (121) 5,622 606 3,563 30 - - (66) 9,634
Accrued interest 5 1,156 1 - 7 - - - 1,169
Accrued and deferred taxes - 2,104 (10) 99 2 (11) (4) - 2,180
Accrued environmental remediation costs - 2,822 - - - - - - 2,822
Customer deposits and other 1,668 255 800 - - - - - 2,723
----------------------------------------------------------------------------------
Total current liabilities 3,152 30,265 4,793 4,065 105 (11) (4) (1,666) 40,699
----------------------------------------------------------------------------------
Deferred credits:
Deferred income taxes - 17,838 844 - 72 (6) - - 18,748
Unamortized investment tax credits - 1,610 - - - - - - 1,610
Regulatory liability - income taxes - 1,129 - - - - - - 1,129
Contributions in aid of construction
and other - 2,476 44 222 - - - - 2,742
----------------------------------------------------------------------------------
Total deferred charges - 23,053 888 222 72 (6) - - 24,229
----------------------------------------------------------------------------------
Total stockholders' equity and liabilities $56,238 $142,590 $8,891 $7,069 $1,609 $394 $17 $(54,663) $162,145
==================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1998
Unaudited
(in thousands)
ENI ENGI ENPI ENMI ENRI BBC ERI Elimina- Total
tions
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <S> <C>
Total operating revenues $ - $80,180 $10,443 $19,887 $459 $ - $ - $(464) $110,505
Operating expenses:
Cost of sales - 42,444 5,085 17,376 - - - (7) 64,898
Operations and maintenance - 18,452 3,767 1,879 132 - - (457) 23,773
Depreciation and amortization - 5,554 1,046 145 77 (1) - - 6,821
Taxes other than income taxes - 3,702 199 107 51 17 - - 4,076
Federal and state income taxes - 2,329 (19) 197 53 (8) 9 - 2,561
-----------------------------------------------------------------------------
Total operating expenses - 72,481 10,078 19,704 313 8 9 (464) 102,129
-----------------------------------------------------------------------------
Operating income (loss) - 7,699 365 183 146 (8) (9) - 8,376
Other income (expense), net - 983 (154) 169 19 (5) 23 - 1,035
Interest expense:
Interest on long-term debt - 3,616 160 43 75 - - - 3,894
Other interest - 988 74 - - - - - 1,062
-----------------------------------------------------------------------------
Total interest expense - 4,604 234 43 75 - - - 4,956
-----------------------------------------------------------------------------
Net income (loss) $ - $ 4,078 $ (23) $ 309 $ 90 $(13) $14 $ - $ 4,455
=============================================================================
Consolidated basic earnings per share $1.35
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENERGYNORTH, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF SURPLUS
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1998
Unaudited
(in thousands)
ENI ENGI ENPI ENMI ENRI BBC ERI Elimina- Total
tions
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1997 $17,181 $21,046 $2,294 $ - $141 $ 24 $(39) $(23,493) $17,154
Add:
Net income (loss) 4,453 4,078 (23) 309 90 (13) 14 (4,453) 4,455
Less:
Cash dividends 4,374 3,801 417 156 - - - (4,374) 4,374
-----------------------------------------------------------------------------------
Balance - December 31, 1998 $17,260 $21,323 $1,854 $153 $231 $11 $(25) $(23,572) $17,235
===================================================================================
</TABLE>
