Form U-3A-2/A
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, Illinois
Equity Fund 1994 Limited Partnership and Illinois Equity Fund 1996
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., House
Investments - Midwest Corporate Tax Credit Fund II, L. P. and Banc One
Tax Credit Fund III, L. P., which invest 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, a leveraged lease investment in a coal dragline located in
Illinois, and a limited partnership interest in SunAmerica Affordable
Housing Partners 51 which invests in affordable housing projects; 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 one
wholly owned subsidiary: 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.
QST Enterprises Inc. ("QST"): Organized primarily to provide energy and
related products and services in non-regulated retail and wholesale
energy markets. (Incorporated in Illinois. Located in Peoria,
Illinois.) QST conducts its business activities through the following
direct or indirect wholly-owned subsidiaries: QST Energy Inc.
(Incorporated in Illinois. Offices in Peoria and Chicago, Illinois.)
Provides energy and related products and services to retail energy customers
nationwide who may choose QST Energy as an alternative to a regulated public
utility; QST Energy Trading Inc. (Incorporated in Illinois. Offices in
Peoria, Illinois and Houston, Texas, subsidiary of QST Energy) which
purchases energy at wholesale from regulated utilities, power marketers,
municipalities or other suppliers for sale to either QST Energy or to
non-affiliated wholesale customers such as other marketers and regulated
public utilities; QST Communications Inc. (Incorporated in Illinois.
Located in Peoria, Illinois, subsidiary of QST), formerly the CILCORP
FiberCom Inc. subsidiary of CVI which provides fiber optic and advanced
Internet-based communications services to businesses and individuals in
Central Illinois and Environmental Science & Engineering, Inc., ("ESE")
organized to provide environmental consulting and analytical services.
Formerly a first-tier subsidiary of CILCORP, ESE became a first-tier
subsidiary of QST on October 29, 1996. (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; Environmental Staffing
Solutions Inc. (Incorporated in Illinois. Located in Peoria), which
provides temporary staffing services; 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; 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 is also a member of DSE Environmental, LLC. (Organized in Illinois.
Located in Pennsylvania), organized to perform large-scale environmental
remediation projects.
ESE Land Corporation has two wholly-owned subsidiaries: ESE Placentia
Development Corporation (Organized in Illinois. Located in California).
and Savannah Resources Corp. (Incorporated in California. Located in
Fountain Valley, California), each organized to purchase environmentally
distressed parcel of real estate for resale. ESE Land Corporation is a
member of ELC Makena I L.L.C. (Organized in California. Located in
Fountain Valley, California), North Shore at Mandalay Bay,
L.L.C. (Organized in California. Located in Fountain Valley, California),
and Palm City Developers L.L.C. (Organized in Nevada. Located in
Fountain Valley, California), each organized to purchase an
environmentally distressed parcel of real estate for resale.
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 138 communities in Illinois.
CILCO renders gas service to customers in 129 communities in Illinois.
Electric Operations:
At December 31, 1996, 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 1996. The two major generating facilities of CILCO
(representing 96% of CILCO's available summer capability projected for
1997), all of which are fueled with coal are as follows:
Available Capability
(Summer)
Actual
Station & Unit 1996
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 14 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 6,214 pole and tower miles of
overhead lines and 2,008 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 3,541 miles of transmission 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, 1996:
a. Number of Kwh of electric energy sold:
Retail 5,425,012,877
Wholesale 746,957,600
Number of Mcf of natural or manufactured gas distributed:
Retail 32,154,113
Transported Gas 20,702,685
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 1996, CILCO purchased 39,506,628 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, 1996 and a
consolidating balance sheet of claimant and its subsidiary companies as
of December 31, 1996.
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 26th day of February, 1997.
CILCORP Inc.
By ____________________
R. O. Viets, President and
Chief Executive Officer
Attest:
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, 1996
(Thousands of Dollars)
<CAPTION>
CIM CVI QST CONSOL. TOTAL CILCO CONSOL. CILCORP
CONSOL. CONSOL. CONSOL.(1) ESE CILCORP ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current Assets 45 4,376 12,534 32,742 9,566 (9,371) 49,892 133,361 (1,046) 182,207
Investment in CILCO 322,306 322,306 (322,306) 0
Investment in CIM 8,601 (8,601) 0 0
Investment in CVI 873 (873) 0 0
Investment in ESE 47,210 (47,210) 0 0
Investment in QST (1,198) 1,198 0 0
Investments & Other Prop 150,332 647 178 41,998 (41,999) 151,156 4,311 (630) 154,837
Property, Plant and Equipment 2,385 16,494 742 3 19,624 871,980 891,604
Other Assets 42 5 193 29,966 187 (6) 30,387 26,517 141 57,045
Total Assets 150,419 5,028 15,290 79,202 430,285 (106,859) 573,365 1,036,169 (323,841) 1,285,693
Current Liabilities 21,205 4,157 16,488 11,296 19,443 (15,496) 57,093 101,969 (1,691) 157,371
Long-Term Debt 22,000 19,327 42,000 (41,100) 42,227 278,439 320,666
Deferred Credits 98,613 1,369 637 5,221 105,840 267,351 140 373,331
Preferred Stock 0 66,120 66,120
Common Stock 5,822 3,384 2,800 52,350 190,760 (64,356) 190,760 185,661 (185,661) 190,760
Retained Earnings 2,779 (2,513) (3,998) (5,140) 177,445 8,872 177,445 136,629 (136,629) 177,445
Tot Liab &Stockhlders Eq 150,419 5,028 15,290 79,202 430,285 (106,859) 573,365 1,036,169 (323,841) 1,285,693
</TABLE>
[FN]
(1) -- Excluding ESE
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(Thousands of Dollars)
<CAPTION>
CLM CIM ENERG CIM CIM AIR CONSOL. CIM
CIM CONSOL INV LEASING LEASING ADJUSTME CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets 27,322 19 (27,296) 45
Investment in CLM 3,487 (3,487) 0
Investment in CIM ENERGY (1,717) 1,717 0
Investment in CIM LEASING 5,641 (5,641) 0
Investment in CIM AIR LEASING 2,722 (2,722) 0
Investments and Other Property 9,622 95,514 128 30,835 14,233 150,332
Other Assets 42 42
Total Assets 47,119 95,533 128 30,835 14,233 (37,429) 150,419
Current Liabilities 16,518 18,307 1,198 13,008 (530) (27,296) 21,205
Long-Term Debt 22,000 22,000
Deferred Taxes 73,739 647 12,186 12,041 98,613
Common Stock 5,822 730 1 1 1 (733) 5,822
Retained Earnings 2,779 2,757 (1,718) 5,640 2,721 (9,400) 2,779
Total Liabilities and Stockholder's Equity 47,119 95,533 128 30,835 14,233 (37,429) 150,419
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 4 CLM 6 CLM 7 & 8 ADJUSTME CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C>
Current Assets 24 (5) 19
Investment in CLM 4 1,919 18,993 (1,919) 18,993
Investment in CLM 6 3,654 34,316 (3,654) 34,316
Investment in CLM 7 & 8 1,481 19,893 (1,481) 19,893
Investments and Other Property 22,312 22,312
Other Assets 14,994 (14,994) 0
Total Assets 44,384 18,993 34,316 19,893 (22,053) 95,533
Current Liabilities 17,300 7,671 9,985 (1,650) (14,999) 18,307
Long-Term Debt 0
Deferred Taxes 23,597 9,403 20,677 20,062 73,739
Preferred Stock 0
Common Stock 730 1 1 2 (4) 730
Retained Earnings 2,757 1,918 3,653 1,479 (7,050) 2,757
Total Liabilities and Stockholder's
Equity 44,384 18,993 34,316 19,893 (22,053) 95,533
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR YEAR ENDED DECEMBER 31, 1996
(Thousands of Dollars Except Per Share Amounts)
<CAPTION>
CIM CVI QST CONSOL. TOTAL CILCO CONSOL. CILCORP
CILCORP CONSOL CONSOL. CONSOL.(1) ESE ADJUST. NONUTIL CONSOL. ADJUST. CONSOL.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
Electric 0 322,785 322,785
Gas 0 195,770 195,770
Non-Reg Energy and Energy Services 14,835 14,835 14,835
Environmental and Engineering Services 86,497 86,497 86,497
Other Businesses 28 4,700 3,255 (159) 7,824 681 8,505
Total 28 4,700 3,255 14,835 86,497 (159) 109,156 518,555 681 628,392
Operating Expenses
Fuel for Generation and Purchased Power 1,308 1,308 101,622 102,930
Gas Purchased for Resale 13,401 13,401 108,286 121,687
Other Oper and Mtnce 911 1,423 5,410 6,568 88,769 723 103,804 119,334 2,337 225,475
Depreciation and Amortization 176 20 1 83 5,068 5,348 59,664 714 65,726
Taxes, Other than Income Taxes 43 51 2 27 730 853 33,422 3,006 37,281
Total 1,130 1,494 5,413 21,387 94,567 723 124,714 422,328 6,057 553,099
Fixed Charges and Other
Interest Expense 4,687 2,610 29 76 1,496 (3,991) 4,907 24,161 29,068
Preferred Stock Dividends of Subsidiary 0 3,188 3,188
Allowance for Funds Used During Construction 0 (90) (90)
Other 0 479 200 679
Total 4,687 2,610 29 76 1,496 (3,991) 4,907 27,738 200 32,485
Income Before Income Taxes (5,789) 596 (2,187) (6,628) (9,566) 3,109 (20,465) 68,489 (5,576) 42,448
Income Taxes (2,611) 133 (903) (2,630) (3,567) (9,578) 26,548 (2,465) 14,505
Net Income Available for Common
Stockholders (3,178) 463 (1,284) (3,998) (5,999) 3,109 (10,887) 41,941 (3,111) 27,943
Average Common Shares Outstanding (000) 13,480
Total Net Income per Average Common share 2.07
Dividends Per Common Share 2.46
</TABLE>
[FN]
(1) -- Excluding ESE
<TABLE>
CILCORP INVESTMENT MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1996
(Thousands of Dollars)
<CAPTION>
CLM CIM ENERGY CIM CIM AIR CONSOL. CIM
CIM CONSOL. INV LEASING LEASING ADJUSTMEN CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 3,450 1,479 1,003 5,932
Interest Income 1,860 1 (1,857) 4
Other Income (130) 350 (1,370) (86) (1,236)
Total Revenue 1,730 3,801 (1,370) 1,393 1,003 (1,857) 4,700
Expenses
Operating Expenses 1,404 70 1,474
Taxes, Other than Income Taxes 11 9 20
Interest Expense 2,335 1,541 129 434 28 (1,857) 2,610
Total Expenses 3,750 1,611 138 434 28 (1,857) 4,104
Income Before Income Taxes (2,020) 2,190 (1,508) 959 975 0 596
Income Taxes (968) 1,070 (598) 243 386 133
Net Income Including Minority Intere (1,052) 1,120 (910) 716 589 0 463
Minority Interest 0 0
Net Income (1,052) 1,120 (910) 716 589 0 463
</TABLE>
<TABLE>
CILCORP LEASE MANAGEMENT INC. AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1996
(Thousands of Dollars)
<CAPTION>
CONSOL. CLM
CLM CLM 4 CLM 6 CLM 7 & 8 ADJUSTME CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C>
Revenue
Leveraged Lease Income 1,327 2,042 81 3,450
Interest Income 1,233 (1,232) 1
Other Income 350 350
Total Revenue 1,583 1,327 2,042 81 (1,232) 3,801
Expenses
Operating Expenses 27 21 2 20 70
Interest Expense 1,541 582 780 (130) (1,232) 1,541
Total Expenses 1,568 603 782 (110) (1,232) 1,611
Income Before Income Taxes 15 724 1,260 191 0 2,190
Income Taxes 215 284 496 75 1,070
Net Income Including Minority Interest (200) 440 764 116 0 1,120
Minority Interest 0 0
Net Income (200) 440 764 116 0 1,120
</TABLE>
<TABLE>
CILCORP INC. AND SUBSIDIARIES Exhibit B
FOR THE YEAR ENDED DECEMBER 31, 1996
(Thousands of Dollars)
<S> <C>
Total Assets 1,285,693
Total Operating Revenues 628,392
Net Income 27,943
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,285,693
<TOTAL-OPERATING-REVENUES> 628,392
<NET-INCOME> 27,943
</TABLE>
