Form U-3A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
File Number 1-8946
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
CILCORP Inc.
(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. CILCORP Inc. (the "Company") - Organized as a holding company.
Incorporated in Illinois. Located in Peoria, Illinois. The Company
has the following subsidiaries:
Central Illinois Light Company ("CILCO") - Organized as a public utility
to generate, transmit, distribute and sell electric energy and to
purchase, distribute, transport and sell natural gas. (Incorporated
in Illinois. Located in Peoria, Illinois). CILCO has two
subsidiaries, both of which are Illinois corporations and located in
Peoria, Illinois. The first of these, CILCO Exploration and
Development Company, was organized to engage with others in joint
ventures for the exploration and development of new or additional
sources or supplies of natural gas or supplemental gas. The other,
CILCO Energy Corporation, was organized to engage with others in a
joint venture for research and development of new sources of energy,
including conversion of coal and other minerals into gas.
CILCORP Investment Management Inc. ("CIM") - Organized to administer the
Company's investment policy and to manage its investment portfolio.
(Incorporated in Illinois. Located in Peoria, Illinois.) Through its
wholly-owned subsidiary CIM Energy Investments Inc. (Incorporated in
Illinois. Located in Peoria, Illinois), CIM has a limited
partnership interest in the Energy Investors Fund, L.P. ("Fund").
The Fund invests in non-regulated, non-utility facilities for the
production of electricity or thermal energy. CIM holds a limited
partnership interest in Illinois Equity Fund 1992 Limited
Partnership and Illinois Equity Fund 1994 Limited Partnership, which
invest in affordable housing projects in Illinois. CIM also holds a
limited partnership interest in House Investments - Midwest
Corporate Tax Audit Fund, L.P. which invests in affordable housing
projects. CIM owns 100% of the capital stock of the following
corporations: CIM Leasing Inc., (Incorporated in Delaware. Located
in Peoria, Illinois) which holds a leveraged lease investment in
passenger railcars and a leveraged lease investment in a coal
dragline located in Illinois; CIM Air Leasing Inc., (Incorporated in
Delaware, Located in Peoria, Illinois) which holds a partnership
interest in a leveraged lease investment in a commercial aircraft
and CILCORP Lease Management Inc. ("CLM"), (Incorporated in
Delaware. Located in Peoria, Illinois). CLM was organized to enter
into leveraged lease transactions. CLM directly holds one leveraged
lease investment in an electric generating unit located in Arizona.
CLM has the following wholly-owned subsidiaries with leveraged lease
investments as indicated: CLM Inc.-IV (Incorporated in Delaware.
Located in Peoria, Illinois) - an office building in California;
CLM Inc.-VI (Incorporated in Delaware. Located in Peoria,
Illinois) - an office building in Delaware; and CLM Inc.-VII and
CLM Inc.-VIII (both of which are Delaware corporations and located
in Peoria, Illinois) - 24 wholesale club buildings in eight states.
CILCORP Ventures Inc. ("CVI") - Organized to pursue investment
opportunities in new ventures and to expand existing ventures.
(Incorporated in Illinois. Located in Peoria, Illinois.) CVI has two
wholly owned subsidiaries: CILCORP Energy Services Inc.
(Incorporated in Illinois. Located in Peoria, Illinois) which was
formed to promote energy-related products and services in
non-regulated markets and CILCORP FiberCom Inc. (Incorporated in
Illinois. Located in Peoria, Illinois) which is engaged in the
business of fiberoptic communication.
Environmental Science & Engineering, Inc. ("ESE") - Organized to provide
environmental consulting and analytical services. (Incorporated in
Delaware. Corporate offices located in Peoria, Illinois.) ESE has
ten wholly-owned subsidiaries: Keck Instruments (Incorporated in
Michigan. Located in Williamston, Michigan), which manufactures
geophysical instruments used in environmental applications; Chemrox,
Inc. (Incorporated in Connecticut. Located in Shelton, Connecticut),
which formerly manufactured products and provided engineering
services for the safe use and control of ethylene oxide and
chlorofluorocarbons; ESE Biosciences, Inc. (Incorporated in
Delaware. Located in Raleigh, North Carolina), whose on-site
biological treatment of contaminated soil and groundwater is now
performed by ESE, and is now maintained to preserve the name; ESE
Architectural Services, Inc. (Incorporated in Illinois. Located in
Peoria, Illinois), which provides architectural services in
Illinois; National Professional Casualty Co. (Incorporated in
Vermont. Located in Peoria, Illinois), provides professional and
pollution liability insurance to ESE; ESE International Ltd.
(Incorporated in Illinois. Located in Peoria, Illinois), which
provides engineering and consulting services in foreign countries;
ESE Michigan, Inc. (Incorporated in Michigan. Located in
Williamston, Michigan), which formerly conducted business as ESE
Environmental Science & Engineering Inc. and is now maintained to
preserve the name; Savannah Resources Corp. (Incorporated in
California. Located in Fountain Valley, California) organized to
purchase a distressed parcel of real estate for resale; Keck
Consulting Services, Inc. (Incorporated in Michigan) which is
maintained to preserve the name and ESE Land Corporation
(Incorporated in Illinois. Located in Fountain Valley, California)
organized to purchase distressed parcels of real estate for resale.
In addition, ESE owns a minority interest in ESE Ohio, Inc.
(Incorporated in Illinois. Located in Miamisburg, Ohio) which
provides professional engineering services in the State of Ohio.
ESE Land Corporation is a member of North Shore at Mandalay Bay
L.L.C. (Organized in California. Located in Fountain Valley,
California), organized to purchase a distressed parcel of real
estate for resale.
QST Enterprises Inc. ("QST") - organized to conduct business in the wholesale
energy arena and establish a non-regulated retail energy merchant
business. (Incorporated in Illinois. Located in Peoria, Illinois.)
2. CILCORP Inc. is a holding company and has no properties used for the
generation, transmission, and distribution of electric energy for
sale, or for the production, transmission, and distribution of
natural or manufactured gas. Its only public utility subsidiary,
CILCO, organized in 1913, is engaged in the generation,
transmission, distribution and sale of electric energy in an area of
approximately 3,700 square miles in central and east-central
Illinois, and the purchase, distribution, transportation and sale of
natural gas in an area of approximately 4,500 square miles in
central and east-central Illinois. CILCO renders electric service to
retail customers in 136 communities in Illinois. CILCO renders gas
service to customers in 128 communities in Illinois.
Electric Operations:
At December 31, 1995, CILCO owned and operated two steam-electric
generating plants and two combustion turbine-generators and a
gas-fired cogeneration plant, all of which are located in the State
of Illinois. These facilities had an available summer capability of
1,152,000 kilowatts in 1995. The two major generating facilities of
CILCO (representing 96% of CILCO's available summer capability
projected for 1996), all of which are fueled with coal are as
follows:
Available Capability
(Summer)
Actual
Station & Unit 1995
Duck Creek Unit 1 366,000
E. D. Edwards -
Unit 1 117,000
Unit 2 262,000
Unit 3 361,000
CILCO's transmission system (all of which is located in the State of
Illinois and none of which delivers or receives electric energy at
the state border) includes 285 circuit miles operating at 138,000
volts and 48 circuit miles operating at 345,000 volts and includes
15 principal substations with an installed capacity of 3,364,200
kilovolt-amperes. CILCO's electric distribution systems (all of
which are located in the State of Illinois) include approximately
6,212 pole and tower miles of overhead lines and 1,976 miles of
underground distribution cables. The distribution systems also
include 105 substations with an installed capacity of
2,007,860 kilovolt-amperes.
Natural Gas Operations:
CILCO's gas systems aggregate approximately 3,490 miles of transmis
sion and distribution mains (all of which are located in the State
of Illinois and none of which delivers or receives gas at the state
border). CILCO has an underground gas storage facility located near
Glasford, Illinois which has a present recoverable capacity of
approximately 4,500,000 Mcf with daily withdrawal capacity of up to
approximately 120,000 Mcf, depending on field pressure. An
additional storage field near Lincoln, Illinois has a present
recoverable capacity of approximately 5,200,000 Mcf with a daily
withdrawal capacity of up to approximately 45,000 Mcf, depending on
field pressure.
3. The following information provides electric and gas data for CILCO for
the year ended December 31, 1995:
a. Number of Kwh of electric energy sold:
Retail 5,663,341,062
Wholesale 251,382,371
Number of Mcf of natural or manufactured gas distributed:
Retail 28,695,364
Transported Gas 21,550,171
b. Number of Kwh of electric energy distributed at retail outside
of Illinois:
None
Number of Mcf of natural or manufactured gas distributed at
retail outside of Illinois:
None
c. Number of Kwh of electric energy sold at wholesale outside
Illinois, or at the state line:
None
Number of Mcf of natural or manufactured gas sold at wholesale
outside Illinois, or at the state line:
None
d. Number of Kwh of electric energy purchased outside of Illinois,
or at the state line:
None
Number of Mcf of natural or manufactured gas purchased outside of
Illinois, or at the state line:
During 1995, CILCO purchased 31,974,150 Mcf of natural gas under
arrangements with pipeline suppliers. The bulk of this gas was purchased
on the spot market and was transported to CILCO's service territory by
those suppliers.
4. The Company does not hold any interest in an exempt wholesale generator
or foreign utility company.
Exhibit A. Consolidating statement of income and surplus of the claimant
and its subsidiary companies for the year ended December 31, 1995 and a
consolidating balance sheet of claimant and its subsidiary companies as of
December 31, 1995.
Exhibit B. Financial Data Schedule.
The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 27th day of February, 1996.
CILCORP Inc.
By s/ Robert O. Viets
R. O. Viets, President and
Chief Executive Officer
Attest:
s/ John G. Sahn
John G. Sahn, Secretary
All notices and correspondence concerning this statement should be
addressed to:
John G. Sahn, Secretary
CILCORP Inc.
300 Hamilton Boulevard, Suite 300
Peoria, IL 61602
<TABLE>
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
(Thousands of Dollars)
<CAPTION>
CIM CVI CONSOL. TOTAL CILCO CONSOL. CILCORP
CONSOL. CONSOL. ESE CILCORP ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current Assets 128 3,806 41,818 27,469 (27,186) 46,035 147,168 (7,710) 185,493
Investment in CILCO 326,480 326,480 (326,480) 0
Investment in CIM 8,038 (8,038) 0 0
Investment in CVI 959 (959) 0 0
Investment in ESE 53,209 (53,209) 0 0
Investments and Other Property 130,231 550 20,128 (19,999) 130,910 4,149 (602) 134,457
Property, Plant and Equipment 21,961 806 7 22,774 887,747 910,521
Other Assets 63 24,173 262 24,498 20,927 175 45,600
Total Assets 130,422 4,356 87,952 437,351 (109,384) 550,697 1,059,991 (334,617) 1,276,071
Current Liabilities 23,537 3,363 12,618 33,155 (27,177) 45,496 105,783 (8,237) 143,042
Long-Term Debt 3,435 20,281 42,000 (20,000) 45,716 298,397 344,113
Deferred Credits 95,412 36 1,844 215 97,507 263,215 96 360,818
Preferred Stock 0 66,120 66,120
Common Stock 5,723 2,185 52,350 179,330 (60,258) 179,330 185,661 (185,661) 179,330
Retained Earnings 2,315 (1,228) 859 182,651 (1,949) 182,648 140,815 (140,815) 182,648
Total Liabilities and Stockholder's Equity 130,422 4,356 87,952 437,351 (109,384) 550,697 1,059,991 (334,617) 1,276,071
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
(Thousands of Dollars)
<CAPTION>
CLM CIM ENE CIM CIM AIR CONSOL. CIM
CIM CONSOL INV LEASING LEASING ADJUSTMEN CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 20,862 31 (20,765) 128
Investment in CLM 2,366 (2,366) 0
Investment in CIM ENERGY (805) 805 0
Investment in CIM LEASING 4,924 (4,924) 0
Investment in CIM AIR LEASING 2,134 (2,134) 0
Investments and Other Property 1,500 92,108 1,591 21,803 13,230 (1) 130,231
Other Assets 62 1 63
Total Assets 31,043 92,139 1,591 21,803 13,230 (29,384) 130,422
Current Liabilities 21,921 15,226 1,633 3,875 1,646 (20,764) 23,537
Long-Term Debt 3,435 3,435
Deferred Taxes 1,084 71,112 762 13,004 9,450 95,412
Common Stock 5,723 730 1 1 1 (733) 5,723
Retained Earnings 2,315 1,636 (805) 4,923 2,133 (7,887) 2,315
Total Liabilities and Stockholder's Equity 31,043 92,139 1,591 21,803 13,230 (29,384) 130,422
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 4 CLM 6 CLM 7 & 8ADJUSTMEN CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C>
Current Assets 31 31
Investment in CLM 4 1,479 17,670 (1,479) 17,670
Investment in CLM 6 2,890 32,274 (2,890) 32,274
Investment in CLM 7 & 8 1,365 19,852 (1,365) 19,852
Investments and Other Property 22,312 22,312
Other Assets 15,721 (15,721) 0
Total Assets 43,798 17,670 32,274 19,852 (21,455) 92,139
Current Liabilities 14,381 7,304 10,048 (786) (15,721) 15,226
Long-Term Debt 3,435 3,435
Deferred Taxes 23,616 8,887 19,336 19,273 71,112
Preferred Stock 0
Common Stock 730 1 1 2 (4) 730
Retained Earnings 1,636 1,478 2,889 1,363 (5,730) 1,636
Total Liabilities and Stockholder's Equity 43,798 17,670 32,274 19,852 (21,455) 92,139
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1995
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
CIM CVI CONSOL. TOTAL CILCO CONSOL. CILCORP
CILCORP CONSOL CONSOL. ESE ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
Electric 0 326,198 326,198
Gas 0 151,546 151,546
Environmental and Engineering Services 127,530 127,530 127,530
Other Businesses 25 6,759 2,193 8,977 489 9,466
Total 25 6,759 2,193 127,530 0 136,507 477,744 489 614,740
Operating Expenses
Fuel for Generation and Purchased Power 0 106,588 106,588
Gas Purchased for Resale 0 68,948 68,948
Other Operations and Maintenance (988) 510 1,958 118,328 1,656 121,464 125,557 (3,978) 243,043
Depreciation and Amortization 182 20 1 5,646 5,849 56,765 712 63,326
Taxes, Other than Income Taxes 175 13 693 881 33,071 3,758 37,710
Total (631) 543 1,959 124,667 1,656 128,194 390,929 492 519,615
Fixed Charges and Other
Interest Expense 5,616 2,228 1,902 (3,506) 6,240 23,621 29,861
Preferred Stock Dividends of Subsidiary 0 3,299 3,299
Allowance for Funds Used During Construction 0 (514) (514)
Other 0 (1,958) 2,581 623
Total 5,616 2,228 0 1,902 (3,506) 6,240 24,448 2,581 33,269
Income Before Income Taxes (4,960) 3,988 234 961 1,850 2,073 62,367 (2,584) 61,856
Income Taxes (1,965) 1,868 (9) 847 741 23,267 (734) 23,274
Net Income Available for Common Stockholder (2,995) 2,120 243 114 1,850 1,332 39,100 (1,850) 38,582
Average Common Shares Outstanding (000) 13,147
Total Net Income per Average Common share 2.93
Dividends Per Common Share 2.46
</TABLE>
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1995
(Thousands of Dollars)
<CAPTION>
CLM CIM ENERCIM CIM AIR CONSOL. CIM
CIM CONSOL.INV LEASING LEASING ADJUSTMENTCONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 3,420 1,185 1,619 6,224
Interest Income 1,560 41 (1,601) 0
Other Income 510 25 535
Total Revenue 1,560 3,971 25 1,185 1,619 (1,601) 6,759
Expenses
Operating Expenses 381 149 530
Taxes, Other than Income Taxes 6 7 13
Interest Expense 1,425 1,829 153 220 202 (1,601) 2,228
Total Expenses 1,812 1,978 160 220 202 (1,601) 2,771
Income Before Income Taxes (252) 1,993 (135) 965 1,417 0 3,988
Income Taxes (130) 1,153 (56) 338 563 1,868
Net Income Including Minority Interest (122) 840 (79) 627 854 0 2,120
Minority Interest 0 0
Net Income (122) 840 (79) 627 854 0 2,120
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1995
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 4 CLM 6 CLM 7 & 8ADJUSTMENCONSOLIDATED
<S> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 1,220 1,942 258 3,420
Interest Income 1,278 (1,237) 41
Other Income 510 510
Total Revenue 1,788 1,220 1,942 258 (1,237) 3,971
Expenses
Operating Expenses 113 21 2 13 149
Interest Expense 1,829 552 782 (54) (1,280) 1,829
Total Expenses 1,942 573 784 (41) (1,280) 1,978
Income Before Income Taxes (154) 647 1,158 299 43 1,993
Income Taxes 327 255 455 116 1,153
Net Income Including Minority Interest (481) 392 703 183 43 840
Minority Interest 0 0
Net Income (481) 392 703 183 43 840
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit B
FOR THE YEAR ENDED DECEMBER 31, 1995
(Thousands of Dollars)
<S> <C>
Total Assets 1,276,071
Total Operating Revenues 614,740
Net Income 38,582
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,276,071
<TOTAL-OPERATING-REVENUES> 614,740
<NET-INCOME> 38,582
</TABLE>
