<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1993
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
Commission file number 33-6369
Peoples Energy Corporation
Employe Capital Accumulation Plan
and
Peoples Energy Corporation
Employe Thrift Plan
(Full title of the plan)
Peoples Energy Corporation
122 South Michigan Avenue
Chicago, Illinois 60603
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
ACCUMULATION AND THRIFT TRUST
AND PARTICIPATING PLANS
REPORT ON AUDITS OF
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
<PAGE>
TABLE OF CONTENTS
Page
INDEPENDENT AUDITOR'S REPORT............................................ 1
FINANCIAL STATEMENTS
Statements of Net Assets Held in Trust............................... 3
Statement of Changes in Net Assets Held in Trust
for the Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust for the
Year Ended December 31, 1993....................................... 4
Statement of Changes in Net Assets Held in Trust
for the Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust for the
Year Ended December 31, 1992....................................... 5
Notes to Financial Statements........................................ 6
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment,
December 31, 1993................................................. 10
Schedule of Assets Held for Investment,
December 31, 1992................................................. 11
Schedule of Reportable Transactions, Year Ended
December 31, 1993................................................. 12
Schedule of Reportable Transactions, Year Ended
December 31, 1992................................................. 13
SUPPLEMENTAL FINANCIAL STATEMENTS
Peoples Energy Corporation Employee Capital Accumulation Plan
Statements of Net Assets Available for Plan Benefits.............. 15
Statements of Changes in Net Assets Available for
Plan Benefits................................................... 16
Notes to Financial Statements..................................... 17
Peoples Energy Corporation Employee Thrift Plan
Statements of Net Assets Available for Plan Benefits.............. 20
Statements of Changes in Net Assets Available for
Plan Benefits................................................... 21
Notes to Financial Statements..................................... 22
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Retirement and Benefit
Plans Committee
PEOPLES ENERGY CORPORATION
Chicago, Illinois
We have audited the accompanying statements of net assets
held in trust of the Peoples Energy Corporation Employee Capital
Accumulation and Thrift Trust and the statements of net assets
available for plan benefits of the Peoples Energy Corporation
Employee Capital Accumulation Plan and the Peoples Energy
Corporation Employee Thrift Plan, as of December 31, 1993 and
1992, and the related statements of changes in net assets held in
trust and changes in net assets available for plan benefits for
the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets held in
trust of the Peoples Energy Corporation Employee Capital
Accumulation and Thrift Trust and the statements of net assets
available for plan benefits of the Peoples Energy Corporation
Employee Capital Accumulation Plan and the Peoples Energy
Corporation Employee Thrift Plan, as of December 31, 1993 and
1992, and the statements of changes in net assets held in trust
and changes in net assets available for plan benefits for the
years then ended, in conformity with generally accepted accounting
principles.
-1-
<PAGE>
Our audit was conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investments and
reportable transactions for the years ended December 31, 1993 and
1992 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Odell Hicks & Company
ODELL HICKS & COMPANY
March 4, 1994
-2-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
STATEMENTS OF NET ASSETS HELD IN TRUST
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
------------- ------------
ASSETS
- ------
<S> <C> <C>
Cash $ 156 $ 53,340
Accounts Receivable:
Accrued interest and dividends 1,226,927 1,242,690
Other - 15,420
Investments at quoted market value 167,301,141 157,049,146
------------ ------------
Total Assets 168,528,224 158,360,596
------------ ------------
<CAPTION>
LIABILITIES
- -----------
<S> <C> <C>
Plan benefits and employee withdrawals
payable $ 50,417,372 $ 43,072,153
Forfeitures - Note 2 794 799
------------ ------------
Total Liabilities 50,418,166 43,072,952
------------ ------------
NET ASSETS HELD IN TRUST $118,110,058 $115,287,644
============ ============
<CAPTION>
NET ASSETS HELD FOR ACCOUNT OF:
<S> <C> <C>
Peoples Energy Corporation Employee
Capital Accumulation Plan $ 75,176,775 $ 72,982,860
Peoples Energy Corporation Employee
Thrift Plan 42,933,283 42,304,784
------------ ------------
$118,110,058 $115,287,644
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
STATEMENT OF CHANGES IN NET ASSETS HELD IN TRUST
FOR THE PLAN YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Peoples
Interest Energy
Income Stock Equity Bond
TOTAL Fund Fund Fund Fund
------------ ----------- ----------- ----------- ----------
ADDITIONS
- ---------
Contributions:
<S> <C> <C> <C> <C> <C>
Employee contributions $ 6,829,518 $ 3,720,685 $ 1,297,647 $ 1,471,205 $ 339,981
Employer contributions 2,809,531 1,556,119 535,866 567,751 149,795
------------ ----------- ----------- ----------- ----------
9,639,049 5,276,804 1,833,513 2,038,956 489,776
------------ ----------- ----------- ----------- ----------
<CAPTION>
Income From Investments:
<S> <C> <C> <C> <C> <C>
Dividend income 2,196,256 - 1,535,388 660,868 -
Interest income 8,394,957 7,657,903 9,064 9,407 718,583
------------ ----------- ----------- ----------- ----------
10,591,213 7,657,903 1,544,452 670,275 718,583
------------ ----------- ----------- ----------- ----------
<CAPTION>
Net Gain (Loss):
<S> <C> <C> <C> <C> <C>
Net unrealized appreciation
(depreciation) 1,542,121 16,543 ( 221,630) 1,455,151 292,057
Net realized gain 1,034,804 378,862 455,870 162,545 37,527
------------ ----------- ----------- ----------- ----------
2,576,925 395,405 234,240 1,617,696 329,584
------------ ----------- ----------- ----------- ----------
Total Additions 22,807,187 13,330,112 3,612,205 4,326,927 1,537,943
------------ ----------- ----------- ----------- ----------
<CAPTION>
DEDUCTIONS
- ----------
<S> <C> <C> <C> <C> <C>
Withdrawals 19,984,773 11,562,519 4,025,168 3,435,832 961,254
------------ ----------- ----------- ----------- ----------
Net increase (decrease)
in assets 2,822,414 1,767,593 ( 412,963) 891,095 576,689
Net assets beginning of year 115,287,644 68,907,610 20,258,630 18,749,828 7,371,576
Interfund transfers - (2,373,024) 1,394,386 850,041 128,597
------------ ----------- ----------- ----------- ----------
Net assets - end of year $118,110,058 $68,302,179 $21,240,053 $20,490,964 $8,076,862
============ =========== =========== =========== ==========
</TABLE>
-4-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
STATEMENT OF CHANGES IN NET ASSETS HELD IN TRUST
FOR THE PLAN YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Peoples
Interest Energy
Income Stock Equity Bond
TOTAL Fund Fund Fund Fund
------------ ----------- ----------- ----------- ----------
ADDITIONS
- ---------
Contributions:
<S> <C> <C> <C> <C> <C>
Employee contributions $ 6,562,024 $ 3,902,505 $ 1,115,879 $ 1,236,972 $ 306,668
Employer contributions 2,731,351 1,632,783 467,602 492,108 138,858
------------ ----------- ----------- ----------- ----------
9,293,375 5,535,288 1,583,481 1,729,080 445,526
------------ ----------- ----------- ----------- ----------
<CAPTION>
Income From Investments:
<S> <C> <C> <C> <C> <C>
Dividend income 2,033,104 - 1,423,860 609,244 -
Interest income 8,961,367 8,206,310 7,651 8,157 739,249
------------ ----------- ----------- ----------- ----------
10,994,471 8,206,310 1,431,511 617,401 739,249
------------ ----------- ----------- ----------- ----------
<CAPTION>
Net Gain (Loss):
<S> <C> <C> <C> <C> <C>
Net unrealized appreciation
(depreciation) 3,019,418 5,119 2,477,765 645,597 ( 109,063)
Net realized gain 698,891 39,510 317,027 303,053 39,301
------------ ----------- ----------- ----------- ----------
3,718,309 44,629 2,794,792 948,650 ( 69,762)
------------ ----------- ----------- ----------- ----------
Total Additions 24,006,155 13,786,227 5,809,784 3,295,131 1,115,013
------------ ----------- ----------- ----------- ----------
<CAPTION>
DEDUCTIONS
- ----------
<S> <C> <C> <C> <C> <C>
Withdrawals 16,256,531 10,674,222 3,217,898 1,374,520 989,891
------------ ----------- ----------- ----------- ----------
Net increase (decrease)
in assets 7,749,624 3,112,005 2,591,886 1,920,611 125,122
Net assets beginning of year 107,538,020 66,325,808 17,527,079 16,328,284 7,356,849
Interfund transfers - ( 530,203) 139,665 500,933 ( 110,395)
------------ ----------- ----------- ----------- ----------
Net assets - end of year $115,287,644 $68,907,610 $20,258,630 $18,749,828 $7,371,576
============ =========== =========== =========== ==========
</TABLE>
-5-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
ACCUMULATION AND THRIFT TRUST
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 1 - PLAN INFORMATION
- -------------------------
Establishment of the Trust
--------------------------
Peoples Energy Corporation, the Peoples Energy Corporation Retirement
and Benefit Plans Committee, and American National Bank and Trust
Company of Chicago (the Trustee) entered into an agreement as of
January 1, 1977, to establish the Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust to accumulate contributions and
income thereon to be used to provide benefits under the Peoples Energy
Corporation Employee Capital Accumulation Plan and the Peoples Energy
Corporation Employee Thrift Plan (the Plans). Participating companies
are Peoples Energy Corporation, The Peoples Gas Light and Coke Company
and North Shore Gas Company.
Tax Status
----------
The Plans received their latest determination letters on December 18,
1985 in which the Internal Revenue Service stated that the Plans, as
then designed, were in compliance with the applicable requirements of
the Internal Revenue Code. The Company amended the Plans on October 4,
1991, effective January 1, 1992, to include certain changes relating to
plan design and administration.
The Company believes that the Plans, as currently designed and
operated, are in compliance with the applicable requirements of the
Internal Revenue Code and the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). As a result, the Plans remain
"qualified" and the Trust continues to be tax-exempt as of the date of
this report.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
A summary of the Trustee's significant accounting policies consistently
applied in the preparation of the accompanying financial statements is as
follows:
Basis of Accounting
-------------------
The accompanying statements were prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
-6-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
ACCUMULATION AND THRIFT TRUST
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Cont'd)
- ---------------------------------------------------
Valuation of Investments
------------------------
Investments are included in the accompanying statements of net assets
at fair market value. Securities traded on security exchanges are
valued at the last sales price on the day of valuation or, in the
absence of any sales, at the average of the bid and ask prices on the
day of valuation, except for such securities included in the American
National Bank's Multiple Equity Index Fund and Multiple Bond Index Fund
which are valued at the bid price on the day of valuation. Short-term
credit investments (corporate notes) are valued at cost which
approximates market.
Investment Transactions and Investment Income
---------------------------------------------
Purchases and sales of securities are accounted for on a trade-date
basis. Dividend income is recorded as earned on an accrual basis. At
the time the investments are sold, the difference between the original
cost (computed on an average cost basis) and the proceeds received are
recorded as a realized gain or loss in the financial statements. The
unrealized appreciation or depreciation of investments held represents
the change in the market value of the investments from the beginning of
the Plan year (or date the investments were purchased, if later) to the
end of the Plan year.
Forfeiture of Employer Contribution
-----------------------------------
Upon a participant's termination of service before age 55 for a reason
other than retirement, death or total disability, a portion of the
employer contribution account credited to a participant will be
distributed in an amount equal to their vested percentage, based on the
participation periods completed. The balance will be forfeited and
applied against future employer contributions. If the participant is
re-employed before incurring 5 consecutive one-year breaks in service,
and elects to again become an active participant, the amount of the
forfeiture shall be recredited to the employer contribution account,
provided that within 5 years of reemployment the participant restores
to his regular contribution account and to the employer contribution
account the amount of the distribution received as a result of the
prior termination of service.
-7-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
ACCUMULATION AND THRIFT TRUST
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Cont'd)
- ---------------------------------------------------
INVESTMENTS:
Investments in securities and the net appreciation (depreciation),
which includes realized as well as unrealized gains or losses at
December 31, consisted of the following:
<TABLE>
<CAPTION>
1993 1992
--------------------------- ---------------------------
Net Net
Change in Change in
Appreciation Appreciation
Market (Depreciation) Market (Depreciation)
------------ ------------ ------------ -------------
American National Bank and Trust Company
of Chicago:
<S> <C> <C> <C> <C>
Multiple Bond Index Fund $ 10,282,987 329,583 $ 9,397,444 $( 69,762)
Multiple Equity Index Fund 25,484,151 1,617,696 21,718,830 948,650
Multiple Short-Term Investment Fund 2,619,600 - 2,157,000 -
Peoples Energy Corporation Stock 26,956,684 234,240 24,553,979 2,794,792
Northwestern National Life Insurance Company
Group Annuity Contract #20670-9 - - 9,891,288 -
Provident National Assurance Company
Group Annuity Contract #027-05042 3,922,071 - 3,621,488 -
Principal Mutual Life Insurance Company
Group Annuity Contract #GA-86926 18,406,811 - 16,843,714 -
State Mutual Life Assurance Company of America
Group Annuity Contract #90863-B - - 9,890,195 -
New York Life Insurance Company
Group Annuity Contract #GA-05585 - - 2,991,900 -
CNA Life Insurance Company
Group Annuity Contract #GA-12534 7,813,817 - 7,154,200 -
Group Annuity Contract #GA-12689 18,321,602 - 16,867,614 -
Hartford Life Insurance Company
Group Annuity Contract #GA-8938 13,699,750 - 12,494,778 -
Dreyfus Managed Assets 39,793,668 395,405 19,466,716 44,629
------------ ------------ ------------ ------------
Total Investments $167,301,141 $2,576,924 $157,049,146 $3,718,309
============ ============ ============ ============
</TABLE>
-8-
<PAGE>
SUPPLEMENTAL SCHEDULES
-9-
<PAGE> SCHEDULE I
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
ACCUMULATION AND THRIFT TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
<TABLE>
<CAPTION>
QUANTITY/
FACE CURRENT
VALUE COST VALUE
- ----------- ------------ ------------
COLLECTIVE INVESTMENT FUNDS
---------------------------
AMERICAN NATIONAL BANK & TRUST CO OF CHICAGO
<C> <S> <C> <C>
434,356 Multiple Bond Index Fund $ 9,312,357 $ 10,282,987
181,187 Multiple Equity Index Fund 14,404,626 25,484,151
26,196 Multiple Short-Term Investment Fund 2,619,600 2,619,600
------------ ------------
26,336,583 38,386,738
------------ ------------
<CAPTION>
GUARANTEED INVESTMENT CONTRACTS
-------------------------------
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
<C> <S> <C> <C>
$18,406,811 Guaranteed Investment Contract #GA-86926 18,406,811 18,406,811
<CAPTION>
CNA INSURANCE COMPANY
<C> <S> <C> <C>
$ 7,813,817 Guaranteed Investment Contract #GA-12534 7,813,817 7,813,817
$18,321,602 Guaranteed Investment Contract #GA-12689 18,321,602 18,321,602
<CAPTION>
HARTFORD LIFE INSURANCE COMPANY
<C> <S> <C> <C>
$13,699,750 Guaranteed Investment Contract #GA-8938 13,699,750 13,699,750
<CAPTION>
PROVIDENT NATIONAL ASSURANCE COMPANY
<C> <S> <C> <C>
$ 3,922,071 Guaranteed Investment Contract #027-05042 3,922,071 3,922,071
------------ ------------
62,164,051 62,164,051
------------ ------------
<CAPTION>
OTHER
-----
<C> <S> <C> <C>
$39,587,689 DREYFUS MANAGED ASSETS 39,772,006 39,793,668
------------ ------------
<CAPTION>
PARTY-IN-INTEREST
-----------------
<C> <S> <C> <C>
883,848 PEOPLES ENERGY CORPORATION COMMON STOCK 17,482,112 26,956,684
------------ ------------
TOTAL ASSETS HELD FOR INVESTMENT $145,754,752 $167,301,141
============ ============
</TABLE>
-10-
<PAGE> SCHEDULE II
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
ACCUMULATION AND THRIFT TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1992
<TABLE>
<CAPTION>
QUANTITY/
FACE CURRENT
VALUE COST VALUE
- ----------- ----------- ------------
COLLECTIVE INVESTMENT FUNDS
AMERICAN NATIONAL BANK & TRUST CO OF CHICAGO
<C> <S> <C> <C>
441,294 Multiple Bond Index Fund $ 8,718,871 $ 9,397,444
169,817 Multiple Equity Index Fund 12,094,455 21,718,830
21,570 Multiple Short-Term Investment Fund 2,157,000 2,157,000
------------ ------------
22,970,326 33,273,274
------------ ------------
<CAPTION>
GUARANTEED INVESTMENT CONTRACTS
-------------------------------
NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
<C> <S> <C> <C>
$ 9,891,288 Guaranteed Investment Contract #GA-20670-9 9,891,288 9,891,288
<CAPTION>
STATE MUTUAL LIFE ASSURANCE COMPANY
<C> <S> <C> <C>
$ 9,890,195 Guaranteed Investment Contract #GA-90863-B 9,890,195 9,890,195
<CAPTION>
NEW YORK LIFE INSURANCE COMPANY
<C> <S> <C> <C>
$ 2,991,900 Guaranteed Investment Contract #GA-05585 2,991,900 2,991,900
<CAPTION>
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
<C> <S> <C> <C>
$16,843,714 Guaranteed Investment Contract #GA-86926 16,843,714 16,843,714
<CAPTION>
CNA INSURANCE COMPANY
<C> <S> <C> <C>
$ 7,154,200 Guaranteed Investment Contract #GA-12534 7,154,200 7,154,200
$16,867,614 Guaranteed Investment Contract #GA-12689 16,867,614 16,867,614
<CAPTION>
HARTFORD LIFE INSURANCE COMPANY
<C> <S> <C> <C>
$12,494,778 Guaranteed Investment Contract #GA-8938 12,494,778 12,494,778
<CAPTION>
PROVIDENT NATIONAL ASSURANCE COMPANY
<C> <S> <C> <C>
$ 3,621,488 Guaranteed Investment Contract #027-05042 3,621,488 3,621,488
------------ ------------
79,755,177 79,755,177
------------ ------------
<CAPTION>
OTHER
-----
<C> <S> <C> <C>
$19,340,595 DREYFUS MANAGED ASSETS 19,461,597 19,466,716
------------ ------------
<CAPTION>
PARTY-IN-INTEREST
-----------------
<C> <S> <C> <C>
815,191 PEOPLES ENERGY CORPORATION COMMON STOCK 14,857,777 24,553,979
------------ ------------
TOTAL ASSETS HELD FOR INVESTMENT $137,044,877 $157,049,146
============ ============
</TABLE>
-11-
<PAGE> SCHEDULE III
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PLAN YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Total Total
Total Dollar Total Dollar
IDENTITY OF PARTY INVOLVED/ Number of Value of Number Value of Net Gain
Description of Security Purchases Purchases of Sales Sales Recognized
--------------------------- --------- --------- -------- ----------- ----------
AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO:
<S> <C> <C> <C> <C> <C>
Multiple Bond Index Fund 6 $ 196,543 6 $ 357,004 $ 13,770
Multiple Equity Index Fund 8 1,861,689 4 374,933 20,870
Multiple Short-Term Investment Fund 142 54,108,200 68 53,645,600
NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
Group Annuity Contract #20670-9 7 520,990 1 10,412,278
PROVIDENT NATIONAL ASSURANCE COMPANY
Group Annuity Contract #027-05042 12 300,583 - -
STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA
Group Annuity Contract #90863-B 7 521,486 1 10,411,681
NEW YORK LIFE INSURANCE COMPANY
Group Annuity Contract #GA-05585 7 152,561 1 3,144,461
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
Group Annuity Contract #GA-86926 12 1,563,097 - -
HARTFORD LIFE INSURANCE COMPANY
Group Annuity Contract #GA-8938 13 1,204,972 - -
CNA LIFE INSURANCE COMPANY
Group Annuity Contracts #GA-12534 & #GA-12689 24 2,113,606 - -
DREYFUS MANAGED ASSETS 30 46,968,922 60 27,037,376 380,894
PEOPLES ENERGY CORPORATION STOCK* 20 3,195,605 34 1,181,416 82,046
<FN>
* Party-In-Interest Transactions
Note: The net gain for the Bond Fund, Equity Fund and the PEC Stock Fund for 1993 was
computed based on revalued cost to comply with reporting requirements of the
Department of Labor. However, the net gain in the 1993 financial statements was
computed based on historical cost, as required by generally accepted accounting
principles.
</TABLE>
-12-
<PAGE> SCHEDULE IV
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PLAN YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Total Total
Total Dollar Total Dollar Net
IDENTITY OF PARTY INVOLVED/ Number of Value of Number Value of Gain/(Loss)
Description of Security Purchases Purchases of Sales Sales Recognized
--------------------------- --------- --------- -------- ----------- -----------
AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO:
<S> <C> <C> <C> <C> <C>
Multiple Bond Index Fund 6 $ 153,730 6 $ 627,193 $( 13,839)
Multiple Equity Index Fund 9 2,165,814 3 708,759 373
Multiple Short-Term Investment Fund 104 36,297,200 47 35,204,000
NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
Group Annuity Contract #20670-9 12 1,109,176 1 5,446,607
PROVIDENT NATIONAL ASSURANCE COMPANY
Group Annuity Contract #027-05042 14 560,160 4 2,844,250
STATE MUTUAL LIFE ASSURANCE COMPANY OF AMERICA
Group Annuity Contracts #90863-A & #90863-B 18 1,508,384 2 14,337,639
NEW YORK LIFE INSURANCE COMPANY
Group Annuity Contracts #GA-05106 & #GA-05585 12 244,573 - -
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
Group Annuity Contract #GA-86926 12 1,431,885 - -
HARTFORD LIFE INSURANCE COMPANY
Group Annuity Contract #GA-8938 13 1,102,354 - -
CNA LIFE INSURANCE COMPANY
Group Annuity Contracts #GA-12534 & #GA-12689 26 1,944,667 - -
DREYFUS MANAGED ASSETS 20 26,461,830 16 7,039,742 39,510
PEOPLES ENERGY CORPORATION STOCK* 14 1,705,229 36 1,222,425 (121,463)
<FN>
* Party-In-Interest Transactions
Note: The net gain (loss) for the Bond Fund, Equity Fund and the PEC Stock Fund for 1992 was
computed based on revalued cost to comply with reporting requirements of the
Department of Labor. However, the net gain (loss) in the 1992 financial statements
was computed based on historical cost, as required by generally accepted accounting
principles.
</TABLE>
-13-
<PAGE>
SUPPLEMENTAL FINANCIAL STATEMENTS
-14-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
----------- -----------
ASSETS
- ------
<S> <C> <C>
NET ASSETS HELD IN THE
Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust,
at Market Value $75,176,775 $72,982,860
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $75,176,775 $72,982,860
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-15-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
----------- -----------
ADDITIONS
- ---------
<S> <C> <C>
Contributions received from:
Employees $ 4,086,990 $ 3,941,947
Employers 1,637,509 1,611,420
----------- -----------
5,724,499 5,553,367
----------- -----------
Net asset change as a result
of transferred Employees 698,701 78,495
----------- -----------
Income from investments:
Dividends 1,132,952 1,025,348
Interest 5,576,077 6,115,673
----------- -----------
6,709,029 7,141,021
----------- -----------
Net gain on investments:
Net unrealized appreciation
in value of investments held 1,131,448 1,441,813
Net gain on disposition of investments 617,106 339,068
----------- -----------
1,748,554 1,780,881
----------- -----------
Total Additions 14,880,783 14,553,764
----------- -----------
<CAPTION>
DEDUCTIONS
- ----------
<S> <C> <C>
Payments of Plan benefits and
Employee withdrawals 12,686,868 9,361,708
----------- -----------
NET INCREASE IN AVAILABLE ASSETS 2,193,915 5,192,056
- -------------------------------- ----------- -----------
<CAPTION>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
- --------------------------------------
<S> <C> <C>
Beginning of Year 72,982,860 67,790,804
----------- -----------
End of Year $75,176,775 $72,982,860
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-16-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 1 - DESCRIPTION OF PLAN
- ----------------------------
The Peoples Energy Corporation Employee Capital Accumulation Plan (the
Plan) is a defined contribution plan and covers those employees of the
subsidiaries of Peoples Energy Corporation who are not covered by a
collective bargaining agreement. Subsidiary companies include The Peoples
Gas Light and Coke Company and North Shore Gas Company. The effective date
of the Plan is January 1, 1977. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA). The Company
amended the Plan on October 4, 1991, effective January 1, 1992, to include
administrative changes, as well as changes paralleling the changes made to
the Thrift Plan pursuant to collective bargaining.
All employees who have completed one year of service with an employer, as
defined in the Plan and who have worked at least 1,000 hours during the
year, are eligible to participate in the Plan. Participants may elect to
make regular contributions of up to 6% of their regular rate of pay and may
designate such amounts as tax deferred contributions, after tax
contributions or a combination of both. Participants may direct investment
of such contributions to any of four investment funds, namely, a Bond Fund,
an Equity Fund, a Company Stock Fund and an Interest Income Fund. (Prior
to July 1, 1992, the Interest Income Fund was known as the Guaranteed
Investment Fund). The employer contributes an amount equal to 50% of the
employee's regular contributions. The employer matching contributions are
invested in the same manner as the employee contributions are invested.
Participants may also elect to make additional contributions (supplemental
contributions) of up to 10% of their regular rate of pay; these
contributions are not matched by the employer.
Participants are fully vested in their own contribution account at all
times and become fully vested in the employer's contribution account at the
earlier of (a) completion of at least 130 participation periods, as defined
in the Plan, or (b) termination of service after attaining age 55 or by
reason of death, retirement or total disability. Participants with less
than 130 participation periods completed are deemed to be 25, 50 or 75
percent vested in the employer's contribution account based on the number
of completed participation periods.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
A summary of the Plan's significant accounting policies consistently
applied in the preparation of the accompanying financial statements is as
follows:
-17-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
- ---------------------------------------------------
Basis of Accounting
-------------------
The accounts of the Plan and the related Peoples Energy Corporation
Employee Capital Accumulation and Thrift Trust (the Trust) are
maintained on the accrual basis of accounting. Reference is made to
the separate Statements of Net Assets Held in Trust and accompanying
notes for further information on the accounting for Trust investments
and Trust income.
Peoples Energy Corporation provides certain administrative and
accounting services to the Plan at no cost and also pays the cost of
services provided to the Plan and Trust by the Plan's Trustee, money
managers and independent auditors.
Contributions
-------------
Employee contributions become payable to the Plan on the pay date on
which the contribution is deducted from the employee's pay.
The employer contribution is required to be paid to the Trust during or
as soon as possible after the end of each month as is reasonably
practicable.
Investment Policy and Allocation of Earnings on Investments
-----------------------------------------------------------
Contributions received by the Plan are held for safekeeping in and
invested by the Trust maintained by the American National Bank and
Trust Company of Chicago (the Trustee) as directed by the Plan
Administrator. Earnings of the Trust, which also includes the assets
of the Peoples Energy Corporation Employee Thrift Plan, are allocated
each month between the Plans by the Plan Administrator on the basis of
the market value of the assets owned by each Plan at the end of the
prior month.
Distributions
-------------
Each participant whose employment with all employers is terminated is
entitled to a distribution of the entire balance in his account and the
vested portion of the employer contribution account within 90 days
after termination unless the employee elects to defer the distribution
under the terms of the Plan. Active participants are permitted to
elect in-service and retirement planning withdrawals under the Plan
provisions.
-18-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
- ---------------------------------------------------
Forfeiture of Employer Contribution
-----------------------------------
Upon a participant's termination of service before age 55 for a reason
other than retirement, death or total disability, a portion of the employer
contribution account credited to a participant will be distributed in an
amount equal to their vested percentage, based on the participation periods
completed. The balance of the account will be forfeited and applied
against future employer contributions. If the participant is re-employed
before incurring 5 consecutive one-year breaks in service, and elects to
again become an active participant, the amount of the forfeiture shall be
recredited to the employer contribution account, provided that within 5
years of reemployment the participant restores to his regular contribution
account and to the employer contribution account the amount of the
distribution received as a result of the prior termination of service.
NOTE 3 - TERMINATION OF PLAN
- ----------------------------
The Plan may be terminated at any time by the Company. In event of such
termination, the interest of all participants becomes fully vested and no
part of any such participant's accounts shall be thereafter forfeited for
any reason whatsoever. Presently, there is no intention on the part of the
Company to terminate the Plan or to discontinue contributions to the Plan.
NOTE 4 - TAX STATUS
- -------------------
The Plan received a favorable determination letter from the Internal
Revenue Service dated December 18, 1985 qualifying the Plan for exemption
from income taxes under the Internal Revenue Code, as the Plan was then
designed. While the Plan has been amended several times since then, most
recently October 4, 1991, the Company believes that the Plan, as currently
designed and operated, continues to qualify for exemption from income
taxes.
-19-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
----------- -----------
ASSETS
- ------
<S> <C> <C>
NET ASSETS HELD IN THE
Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust,
at Market Value $42,933,283 $42,304,784
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $42,933,283 $42,304,784
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-20-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
----------- -----------
ADDITIONS
<S> <C> <C>
Contributions received from:
Employees $ 2,742,528 $ 2,620,077
Employers 1,172,022 1,119,931
----------- -----------
3,914,550 3,740,008
----------- -----------
Net asset change as a result
of transferred employees ( 698,701) ( 78,495)
----------- -----------
Income from investments:
Dividends 1,063,304 1,007,756
Interest 2,818,880 2,845,694
----------- -----------
3,882,184 3,853,450
----------- -----------
Net gain on investments:
Net unrealized appreciation
in value of investments held 410,673 1,577,605
Net gain on disposition of investments 417,698 359,823
----------- -----------
828,371 1,937,428
----------- -----------
Total Additions 7,926,404 9,452,391
----------- -----------
<CAPTION>
DEDUCTIONS
- ----------
<S> <C> <C>
Payments of Plan benefits and
employee withdrawals 7,297,905 6,894,823
----------- -----------
NET INCREASE IN AVAILABLE ASSETS 628,499 2,557,568
- -------------------------------- ----------- -----------
<CAPTION>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
- --------------------------------------
<S> <C> <C>
Beginning of Year 42,304,784 39,747,216
----------- -----------
End of Year $42,933,283 $42,304,784
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-21-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 1 - DESCRIPTION OF PLAN
- ----------------------------
The Peoples Energy Corporation Employee Thrift Plan (the Plan) is a defined
contribution plan and includes those employees of the subsidiaries of
Peoples Energy Corporation who are covered by a collective bargaining
agreement which makes the Plan applicable to such employees. Subsidiary
companies include The Peoples Gas Light and Coke Company and North Shore
Gas Company. The effective date of the Plan is January 1, 1977. The Plan
is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). The Company amended the Plan on October 4, 1991,
effective January 1, 1992, pursuant to collective bargaining.
All employees who have completed one year of service with an employer, as
defined in the Plan and who have worked at least 1,000 hours during the
year, are eligible to participate in the Plan. Participants may elect to
make regular contributions of up to 6% of their regular rate of pay and may
designate such amounts as tax deferred contributions, after tax
contributions or a combination of both. Participants may direct investment
of such contributions to any of four investment funds, namely, a Bond Fund,
an Equity Fund, a Company Stock Fund and an Interest Income Fund. (Prior
to July 1, 1992, the Interest Income Fund was known as the Guaranteed
Investment Fund). The employer contributes an amount equal to 50% of the
employee's regular contributions. The employer matching contributions are
invested in the same manner as the employee contributions are invested.
Participants may also elect to make additional contributions (supplemental
contributions) of up to 10% of their regular rate of pay; these
contributions are not matched by the employer.
Participants are fully vested in their own contribution account at all
times and generally become vested in the employer's contribution account at
the earlier of (a) completion of at least 130 participation periods, as
defined in the Plan, or (b) termination of service after attaining age 55
or by reason of death, retirement or total disability. Participants with
less than 130 participation periods completed are deemed to be 25, 50 or 75
percent vested in the employer's contribution account based on the number
of completed participation periods.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
A summary of the Plan's significant accounting policies consistently
applied in the preparation of the accompanying financial statements is as
follows:
-22-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
- ---------------------------------------------------
Basis of Accounting
-------------------
The accounts of the Plan and the related Peoples Energy Corporation
Employee Capital Accumulation and Thrift Trust (the Trust) are
maintained on the accrual basis of accounting. Reference is made to
the separate Statements of Net Assets Held in Trust and accompanying
notes for further information on the accounting for Trust investments
and Trust income.
Peoples Energy Corporation provides certain administrative and
accounting services to the Plan at no cost and also pays the cost of
services provided to the Plan and Trust by the Plan's Trustee, money
managers and independent auditors.
Contributions
-------------
Employee contributions become payable to the Plan on the pay date on
which the contribution is deducted from the employee's pay.
The employer contribution is required to be paid to the Trust during or
as soon as possible after the end of each month as is reasonably
practicable.
Investment Policy and Allocation of Earnings on Investments
-----------------------------------------------------------
Contributions received by the Plan are held for safekeeping in and
invested by the Trust maintained by the American National Bank and
Trust Company of Chicago (the Trustee) as directed by the Plan
Administrator. Earnings of the Trust, which also includes the assets
of the Peoples Energy Corporation Employee Capital Accumulation Plan,
are allocated each month between the Plans by the Plan Administrator on
the basis of the market value of the assets owned by each Plan at the
end of the prior month.
Distributions
-------------
Each participant whose employment with all employers is terminated is
entitled to a distribution of the entire balance in his account and the
vested portion of the employer contribution account within 90 days
after termination unless the employee elects to defer the distribution
under the terms of the Plan. Active participants are permitted to
elect in-service and retirement planning withdrawals under the Plan
provisions.
-23-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
- ---------------------------------------------------
Forfeiture of Employer Contribution
-----------------------------------
Upon a participant's termination of service before age 55 for a reason
other than retirement, death or total disability, a portion of the employer
contribution account credited to a participant will be distributed in an
amount equal to their vested percentage, based on the participation periods
completed. The balance of the account will be forfeited and applied
against future employer contributions. If the participant is re-employed
before incurring 5 consecutive one-year breaks in service, and elects to
again become an active participant, the amount of the forfeiture shall be
recredited to the employer contribution account, provided that within 5
years of reemployment the participant restores to his regular contribution
account and to the employer contribution account the amount of the
distribution received as a result of the prior termination of service.
NOTE 3 - TERMINATION OF PLAN
- ----------------------------
The Plan may be terminated at any time by the Company. In event of such
termination, the interest of all participants becomes fully vested and no
part of any such participant's accounts shall be thereafter forfeited for
any reason whatsoever. Presently, there is no intention on the part of the
Company to terminate the Plan or to discontinue contributions to the Plan.
NOTE 4 - TAX STATUS
- -------------------
The Plan received a favorable determination letter from the Internal
Revenue Service dated December 18, 1985 qualifying the Plan for exemption
from income taxes under the Internal Revenue Code, as the Plan was then
designed. While the Plan has been amended several times since then, most
recently October 4, 1991, the Company believes that the Plan, as currently
designed and operated, continues to qualify for exemption from income
taxes.
-24-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Peoples
Energy Corporation has duly caused this annual report to be signed on its behalf
by the undersigned thereunto duly authorized.
Peoples Energy Corporation
Employe Capital Accumulation Plan
and Peoples Energy Corporation
Employe Thrift Plan
(Name of Plan)
/s/ Emmet P. Cassidy
By ____________________
Emmet P. Cassidy
Secretary and Treasurer
Peoples Energy Corporation
Date: March 30, 1994
<PAGE>
EXHIBIT INDEX
The exhibit listed below is filed herewith and made a part hereof.
Exhibit
Number Page
- ------- ----
1 Consent of Odell Hicks & Company. 30
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report, dated March 4, 1994,
which appears in the People Energy Corporation Employee Capital
Accumulation Plan and Peoples Energy Corporation Employee Thrift
Plan Annual Report on Form 11-K for the plan year ended December
31, 1993, into the Company's previously filed Registration
Statement File No. 33-6369.
/s/ ODELL HICKS & COMPANY
ODELL HICKS & COMPANY
Chicago, Illinois
March 28, 1994
