SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1994
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
130 East Randolph Drive
Chicago, Illinois 60601
(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, 1994 AND 1993
--------------------------------------
<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, 1994....................................... 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, 1993....................................... 5
Notes to Financial Statements........................................ 6
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment,
December 31, 1994................................................. 10
Schedule of Assets Held for Investment,
December 31, 1993................................................. 11
Schedule of Reportable Transactions, Year Ended
December 31, 1994................................................. 12
Schedule of Reportable Transactions, Year Ended
December 31, 1993................................................. 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, 1994 and 1993, 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, 1994 and 1993, 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, 1994 and 1993 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 3, 1995
<PAGE>
PEOPLES ENERGY CORPORATION
--------------------------
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
----------------------------------------------
STATEMENTS OF NET ASSETS HELD IN TRUST
--------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
<TABLE>
1994 1993
------------ ------------
ASSETS
------
<S> <C> <C>
Cash $ 42,121 $ 156
Accounts Receivable:
Accrued interest and dividends 1,370,447 1,226,927
Investments at quoted market value 165,258,589 167,301,141
----------- -----------
Total Assets 166,671,157 168,528,224
----------- -----------
LIABILITIES
-----------
Plan benefits and employee withdrawals
payable $ 52,949,045 $ 50,417,372
Forfeitures - Note 2 2,086 794
Cash Due to/(From) Brokers 232,509 -
----------- -----------
Total Liabilities 53,183,640 50,418,166
----------- -----------
NET ASSETS HELD IN TRUST $113,487,517 $118,110,058
------------------------ ============ ============
NET ASSETS HELD FOR ACCOUNT OF:
------------------------------
Peoples Energy Corporation Employee
Capital Accumulation Plan $ 75,291,260 $ 75,176,775
Peoples Energy Corporation Employee
Thrift Plan 38,196,257 42,933,283
----------- -----------
$113,487,517 $118,110,058
============ ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<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, 1994
-----------------------------------------
<TABLE>
Peoples
Interest Energy
Income Equity Stock Bond
TOTAL Fund Fund Fund Fund
------------ ----------- ----------- ------------ ----------
ADDITIONS
---------
<S> <C> <C> <C> <C> <C>
Contributions:
Employee contributions $ 6,988,991 $ 3,526,426 $ 1,728,356 $ 1,367,599 $ 366,610
Employer contributions 2,824,681 1,465,370 634,860 566,125 158,326
------------ ----------- ----------- ----------- ----------
9,813,672 4,991,796 2,363,216 1,933,724 524,936
------------ ----------- ----------- ----------- ----------
Income From Investments:
Dividend income 2,362,379 - 759,355 1,603,024 -
Interest income 7,920,974 7,208,921 15,003 12,984 684,066
------------ ----------- ----------- ----------- ----------
10,283,353 7,208,921 774,358 1,616,008 684,066
------------ ----------- ----------- ----------- ----------
Net Gain (Loss):
Net unrealized appreciation
(depreciation) (7,693,711) (1,603,670) (424,437) (4,591,732) (1,073,872)
Net realized gain (loss) 592,870 ( 153,529) 53,161 663,256 29,982
------------ ----------- ----------- ----------- ----------
(7,100,841) (1,757,199) ( 371,276) (3,928,476) (1,043,890)
------------ ----------- ----------- ----------- ----------
Total Additions 12,996,184 10,443,518 2,766,298 ( 378,744) 165,112
------------ ----------- ----------- ----------- ----------
DEDUCTIONS
----------
Withdrawals 17,618,725 10,931,157 2,375,460 3,814,989 497,119
------------ ----------- ----------- ----------- ----------
Net increase (decrease)
in assets (4,622,541) ( 487,639) 390,838 (4,193,733) ( 332,007)
Net assets beginning of year 118,110,058 68,302,179 20,490,964 21,240,053 8,076,862
Interfund transfers - (2,357,033) 1,471,227 1,451,256 ( 565,450)
------------ ----------- ----------- ----------- ----------
Net assets - end of year $113,487,517 $65,457,507 $22,353,029 $18,497,576 $7,179,405
============ =========== =========== =========== ==========
</TABLE>
<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>
Peoples
Interest Energy
Income Stock Equity Bond
TOTAL Fund Fund Fund Fund
------------ ----------- ----------- ----------- ----------
ADDITIONS
---------
<S> <C> <C> <C> <C> <C>
Contributions:
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
------------ ----------- ----------- ----------- ----------
Income From Investments:
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
------------ ----------- ----------- ----------- ----------
Net Gain (Loss):
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
------------ ----------- ----------- ----------- ----------
DEDUCTIONS
----------
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>
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
-------------------------------------------
ACCUMULATION AND THRIFT TRUST
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------
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 November 29, 1994 to incorporate
certain administrative and regulatory changes.
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.
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
-------------------------------------------
ACCUMULATION AND THRIFT TRUST
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------
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.
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
-------------------------------------------
ACCUMULATION AND THRIFT TRUST
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
----------------------------------------------
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>
1994 1993
----------------------------- --------------------------------
Net Net
Change in Change in
Appreciation Appreciation
Market (Depreciation) Market (Depreciation)
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
American National Bank and Trust Company
of Chicago:
Multiple Bond Index Fund $ 9,228,165 $(1,043,890) $ 10,282,987 $ 329,583
Multiple Equity Index Fund 27,529,100 ( 371,276) 25,484,151 1,617,696
Multiple Short-Term Investment Fund 3,535,300 - 2,619,600 -
Peoples Energy Corporation Stock 24,201,753 (3,928,476) 26,956,684 234,240
Provident National Assurance Company
Group Annuity Contract #027-05042 4,247,604 - 3,922,071 -
Principal Mutual Life Insurance Company
Group Annuity Contract #GA-86926 - - 18,406,811 -
CNA Life Insurance Company
Group Annuity Contract #GA-12534 8,534,251 - 7,813,817 -
Group Annuity Contract #GA-12689 19,900,925 - 18,321,602 -
Hartford Life Insurance Company
Group Annuity Contract #GA-8938 15,023,146 - 13,699,750 -
Dreyfus Managed Assets 53,058,345 (1,757,199) 39,793,668 395,405
------------ ----------- ------------ ----------
Total Investments $165,258,589 $(7,100,841) $167,301,141 $2,576,924
============ =========== ============ ==========
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
SCHEDULE I
----------
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
-------------------------------------------
ACCUMULATION AND THRIFT TRUST
-----------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT
--------------------------------------
DECEMBER 31, 1994
-----------------
<TABLE>
QUANTITY/
FACE CURRENT
VALUE COST VALUE
---------- ----------- -----------
COLLECTIVE INVESTMENT FUNDS
---------------------------
<C> <S> <C> <C>
AMERICAN NATIONAL BANK & TRUST CO OF CHICAGO
404,322 Multiple Bond Index Fund $ 9,331,406 $ 9,228,165
193,078 Multiple Equity Index Fund 16,874,012 27,529,100
35,353 Multiple Short-Term Investment Fund 3,535,300 3,535,300
----------- -----------
29,740,718 40,292,565
----------- -----------
GUARANTEED INVESTMENT CONTRACTS
-------------------------------
CNA INSURANCE COMPANY
$ 8,534,251 Guaranteed Investment Contract #GA-12534 8,534,251 8,534,251
$19,900,925 Guaranteed Investment Contract #GA-12689 19,900,925 19,900,925
HARTFORD LIFE INSURANCE COMPANY
$15,023,146 Guaranteed Investment Contract #GA-8938 15,023,146 15,023,146
PROVIDENT NATIONAL ASSURANCE COMPANY
$ 4,247,604 Guaranteed Investment Contract #027-05042 4,247,604 4,247,604
----------- -----------
47,705,926 47,705,926
----------- -----------
OTHER
-----
$54,966,142 DREYFUS MANAGED ASSETS 54,640,352 53,058,345
----------- -----------
PARTY-IN-INTEREST
-----------------
926,383 PEOPLES ENERGY CORPORATION COMMON STOCK 19,318,917 24,201,753
----------- -----------
TOTAL ASSETS HELD FOR INVESTMENT $151,405,913 $165,258,589
============ ============
</TABLE>
<PAGE>
SCHEDULE II
-----------
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
-------------------------------------------
ACCUMULATION AND THRIFT TRUST
-----------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT
--------------------------------------
DECEMBER 31, 1993
-----------------
<TABLE>
QUANTITY/
FACE CURRENT
VALUE COST VALUE
----------- ------------ ------------
COLLECTIVE INVESTMENT FUNDS
---------------------------
<C> <S> <C> <C>
AMERICAN NATIONAL BANK & TRUST CO OF CHICAGO
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
------------ ------------
GUARANTEED INVESTMENT CONTRACTS
-------------------------------
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
$18,406,811 Guaranteed Investment Contract #GA-86926 18,406,811 18,406,811
CNA INSURANCE COMPANY
$ 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
HARTFORD LIFE INSURANCE COMPANY
$13,699,750 Guaranteed Investment Contract #GA-8938 13,699,750 13,699,750
PROVIDENT NATIONAL ASSURANCE COMPANY
$ 3,922,071 Guaranteed Investment Contract #027-05042 3,922,071 3,922,071
------------ ------------
62,164,051 62,164,051
------------ ------------
OTHER
-----
$39,587,689 DREYFUS MANAGED ASSETS 39,772,006 39,793,668
------------ -----------
PARTY-IN-INTEREST
-----------------
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>
<PAGE>
SCHEDULE III
------------
PEOPLES ENERGY CORPORATION
--------------------------
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
----------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE PLAN YEAR ENDED DECEMBER 31, 1994
-----------------------------------------
<TABLE>
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
-------------------------- --------- ---------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO:
Multiple Bond Index Fund 2 $ 93,537 10 $ 785,359 $( 46,224)
Multiple Equity Index Fund 10 1,779,722 2 122,852 107
Multiple Short-Term Investment Fund 154 41,980,300 60 41,064,600 -
PROVIDENT NATIONAL ASSURANCE COMPANY
Group Annuity Contract #027-05042 12 325,532 - -
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
Group Annuity Contract #GA-86926 6 832,792 3 19,239,602
HARTFORD LIFE INSURANCE COMPANY
Group Annuity Contract #GA-8938 12 1,323,396 - -
CNA LIFE INSURANCE COMPANY
Group Annuity Contracts #GA-12534 & #GA-12689 25 2,299,756 - -
DREYFUS MANAGED ASSETS 22 37,154,083 45 22,132,207 (125,340)
PEOPLES ENERGY CORPORATION STOCK* 19 3,399,024 43 2,338,366 (248,484)
* Party-In-Interest Transactions
Note: The net gain (loss) for the Bond Fund, Equity Fund and the PEC Stock Fund for 1994 was
computed based on revalued cost to comply with reporting requirements of the Department of
Labor. However, the net gain (loss) in the 1994 financial statements was computed based
on historical cost, as required by generally accepted accounting principles.
</TABLE>
<PAGE>
SCHEDULE IV
-----------
PEOPLES ENERGY CORPORATION
--------------------------
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
----------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE PLAN YEAR ENDED DECEMBER 31, 1993
-----------------------------------------
<TABLE>
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
--------------------------- --------- ---------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO:
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
* 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>
<PAGE>
SUPPLEMENTAL FINANCIAL STATEMENTS
<PAGE>
PEOPLES ENERGY CORPORATION
--------------------------
EMPLOYEE CAPITAL ACCUMULATION PLAN
----------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
DECEMBER 31, 1994 AND 1993
--------------------------
<TABLE>
1994 1993
----------- -----------
ASSETS
------
<S> <C> <C>
NET ASSETS HELD IN THE
Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust,
at Market Value $75,291,260 $75,176,775
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $75,291,260 $75,176,775
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
PEOPLES ENERGY CORPORATION
--------------------------
EMPLOYEE CAPITAL ACCUMULATION PLAN
----------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
----------------------------------------------
<TABLE>
1994 1993
----------- -----------
ADDITIONS
---------
<S> <C> <C>
Contributions received from:
Employees $ 4,269,696 $ 4,086,990
Employers 1,657,847 1,637,509
----------- -----------
5,927,543 5,724,499
----------- -----------
Net asset change as a result
of transferred Employees 1,277,606 698,701
----------- -----------
Income from investments:
Dividends 1,281,665 1,132,952
Interest 5,407,117 5,576,077
----------- -----------
6,688,782 6,709,029
----------- -----------
Net gain on investments:
Net unrealized appreciation (depreciation)
in value of investments held (3,883,355) 1,131,448
Net gain on disposition of investments 275,457 617,106
----------- -----------
(3,607,898) 1,748,554
----------- -----------
Total Additions 10,286,033 14,880,783
----------- -----------
DEDUCTIONS
----------
Payments of Plan benefits and
Employee withdrawals 10,171,548 12,686,868
----------- -----------
NET INCREASE IN AVAILABLE ASSETS 114,485 2,193,915
-------------------------------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------
Beginning of Year 75,176,775 72,982,860
----------- -----------
End of Year $75,291,260 $75,176,775
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL ACCUMULATION PLAN
-------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------
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 Plan was most recently amended on November
29, 1994 to incorporate certain administrative and regulatory
changes.
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. 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:
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL ACCUMULATION PLAN
-------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------
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.
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL ACCUMULATION PLAN
-------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------
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
November 29, 1994, the Company believes that the Plan, as
currently designed and operated, continues to qualify for
exemption from income taxes.
<PAGE>
PEOPLES ENERGY CORPORATION
--------------------------
EMPLOYEE THRIFT PLAN
--------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
DECEMBER 31, 1994 and 1993
--------------------------
<TABLE>
1994 1993
----------- -----------
ASSETS
------
<S> <C> <C>
NET ASSETS HELD IN THE
Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust,
at Market Value $38,196,257 $42,933,283
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $38,196,257 $42,933,283
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
PEOPLES ENERGY CORPORATION
--------------------------
EMPLOYEE THRIFT PLAN
--------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
----------------------------------------------
<TABLE>
1994 1993
----------- -----------
ADDITIONS
---------
<S> <C> <C>
Contributions received from:
Employees $ 2,719,295 $ 2,742,528
Employers 1,166,834 1,172,022
----------- -----------
3,886,129 3,914,550
----------- -----------
Net asset change as a result
of transferred employees (1,277,606) ( 698,701)
----------- ----------
Income from investments:
Dividends 1,080,714 1,063,304
Interest 2,513,857 2,818,880
----------- -----------
3,594,571 3,882,184
----------- -----------
Net gain on investments:
Net unrealized appreciation (depreciation)
in value of investments held (3,810,356) 410,673
Net gain on disposition of investments 317,413 417,698
----------- -----------
(3,492,943) 828,371
----------- -----------
Total Additions 2,710,151 7,926,404
----------- -----------
DEDUCTIONS
----------
Payments of Plan benefits and
employee withdrawals 7,447,177 7,297,905
----------- -----------
NET INCREASE (DECREASE) IN AVAILABLE ASSETS (4,737,026) 628,499
------------------------------------------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------
Beginning of Year 42,933,283 42,304,784
----------- -----------
End of Year $38,196,257 $42,933,283
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE THRIFT PLAN
-----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------
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 Plan was most recently
amended on November 29, 1994 to incorporate certain
administrative and regulatory changes.
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. 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:
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE THRIFT PLAN
-----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------
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.
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE THRIFT PLAN
-----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------
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
November 29, 1994, the Company believes that the Plan, as
currently designed and operated, continues to qualify for
exemption from income taxes.
<PAGE>
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
Employee 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
March 30, 1995
<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
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby
consent to the incorporation by reference of our report, dated
March 3, 1995, which appears in the Peoples 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, 1994, into the Company's
previously filed Registration Statement File No. 33-6369.
/s/ Odell Hicks & Company
ODELL HICKS & COMPANY
Chicago, Illinois
March 30, 1995
