<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, 1995
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, 1995 AND 1994
<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, 1995................................ 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, 1994................................ 5
Notes to Financial Statements...................................... 6
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment,
December 31, 1995................................................. 10
Schedule of Assets Held for Investment,
December 31, 1994................................................. 11
Schedule of Reportable Transactions, Year Ended
December 31, 1995................................................. 12
Schedule of Reportable Transactions, Year Ended
December 31, 1994................................................. 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>
[LOGO]
ODELL HICKS & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORTS
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, 1995 and 1994,
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, 1995 and 1994, 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.
180 North Stetson Suite 820 Chicago, Illinois 60601 312-861-0113
<PAGE>
[LOGO]
ODELL HICKS & COMPANY
Our audits were 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, 1995 and 1994 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 audits 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 18, 1996
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
STATEMENTS OF NET ASSETS HELD IN TRUST
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
Cash $ 158 $ 42,121
Accounts Receivable:
Accrued interest and dividends 1,254,812 1,370,447
Investments at quoted market value 185,186,022 165,258,589
------------ ------------
Total Assets 186,440,992 166,671,157
------------ ------------
LIABILITIES
Plan benefits and employee withdrawals
payable $ 56,196,649 $ 52,949,045
Forfeitures - Note 2 3,328 2,086
Cash Due to/(From) Brokers -- 232,509
------------ ------------
Total Liabilities 56,199,977 53,183,640
------------ ------------
NET ASSETS HELD IN TRUST $130,241,015 $113,487,517
------------ ------------
------------ ------------
NET ASSETS HELD FOR ACCOUNT OF:
Peoples Energy Corporation Employee
Capital Accumulation Plan $ 88,264,330 $ 75,291,260
Peoples Energy Corporation Employee
Thrift Plan 41,976,685 38,196,257
------------ ------------
$130,241,015 $113,487,517
------------ ------------
------------ ------------
</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, 1995
<TABLE>
<CAPTION>
PEOPLES
SHORT TERM S&P 500 ENERGY
BOND EQUITY STOCK BOND BALANCED
TOTAL FUND FUND FUND FUND FUND
------------ ----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee Contributions $ 7,034,526 $ 3,343,514 $ 1,822,801 $ 1,269,985 $ 362,941 $ 33,478
Employer Contributions 2,830,513 1,396,300 680,780 533,301 160,445 10,118
------------ ----------- ----------- ----------- ---------- ----------
Total 9,865,039 4,739,814 2,503,581 1,803,286 523,386 43,596
------------ ----------- ----------- ----------- ---------- ----------
Income From Investments:
Dividend Income 2,540,268 - 849,936 1,657,443 - 8,359
Interest Income 7,703,970 6,894,151 29,290 20,516 712,973 18,815
------------ ----------- ----------- ----------- ---------- ----------
Total 10,244,238 6,894,151 879,226 1,677,959 712,973 27,174
------------ ----------- ----------- ----------- ---------- ----------
Net Gain (Loss):
Net unrealized
appreciation
(Depreciation) 16,319,416 2,327,911 8,330,837 4,327,926 1,042,687 86,606
Net Realized Gains 2,004,611 130,543 1,139,657 705,580 21,022 7,809
------------ ----------- ----------- ----------- ---------- ----------
Total 18,324,027 2,458,454 9,470,494 5,033,506 1,063,709 94,415
------------ ----------- ----------- ----------- ---------- ----------
TOTAL ADDITIONS 38,433,304 14,092,419 12,853,301 8,514,751 2,300,068 165,185
------------ ----------- ----------- ----------- ---------- ----------
DEDUCTIONS
Withdrawals 21,679,806 10,489,045 4,156,585 3,378,261 1,458,920 822,601
Net Increase (Decrease)
in Assets 16,753,498 3,603,374 8,696,716 5,136,490 841,149 (657,416)
Net Assets Beginning
of Year 113,487,517 65,457,506 22,353,029 18,497,575 7,179,407 -
Inter-Fund Transfers - (9,899,966) (1,249,221) (1,853,571) 359,070 3,371,469
------------ ----------- ----------- ----------- ---------- ----------
NET ASSETS -
END OF YEAR $130,241,015 $59,160,914 $29,800,524 $21,780,494 $8,379,626 $2,714,053
------------ ----------- ----------- ----------- ---------- ----------
------------ ----------- ----------- ----------- ---------- ----------
S&P 500 S&P 500
SMALL CAP GROWTH FOREIGN VALUE
EQUITY MONEY EQUITY EQUITY EQUITY
FUND MARKET FUND FUND FUND
---------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee Contributions $ 34,801 $ 106,851 $ 28,091 $ 15,206 $ 16,858
Employer Contributions 14,136 11,285 5,921 12,857 5,370
---------- ---------- ---------- ---------- --------
Total 48,937 118,136 34,012 28,063 22,228
---------- ---------- ---------- ---------- --------
Income From Investments:
Dividend Income 8,922 - 6,984 3,620 5,004
Interest Income 800 26,017 645 369 394
---------- ---------- ---------- ---------- --------
Total 9,722 26,017 7,629 3,989 5,398
---------- ---------- ---------- ---------- --------
Net Gain (Loss):
Net unrealized
appreciation
(Depreciation) 50,958 - 72,920 37,473 42,098
Net Realized Gains - - - - -
---------- ---------- ---------- ---------- --------
Total 50,958 - 72,920 37,473 42,098
---------- ---------- ---------- ---------- --------
TOTAL ADDITIONS 109,617 144,153 114,561 69,525 69,724
---------- ---------- ---------- ---------- --------
DEDUCTIONS
Withdrawals 257,660 635,278 209,800 183,644 88,012
Net Increase (Decrease)
in Assets (148,043) (491,125) (95,239) (144,119) (18,289)
Net Assets Beginning
of Year - - - - -
Inter-Fund Transfers 2,557,998 2,553,966 2,078,512 1,131,133 950,610
---------- ---------- --------- ----------- --------
NET ASSETS -
END OF YEAR $2,409,955 $2,062,841 $1,983,273 $1,017,014 $932,321
---------- ---------- --------- ----------- --------
---------- ---------- --------- ----------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-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, 1994
<TABLE>
<CAPTION>
PEOPLES
INTEREST ENERGY
INCOME EQUITY STOCK BOND
TOTAL FUND FUND FUND FUND
------------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS
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>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
ACCUMULATION AND THRIFT TRUST
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
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
Applications for determination letters were filed with the
Internal Revenue Service on December 30, 1994 for both Plans.
All amendments to the Plans since the determination letter
received on December 18, 1985 through the amendment approved on
November 29, 1994 were included in the filing.
A favorable determination letter with respect to the Capital
Accumulation Plan was received dated January 8, 1996. The
determination letter for the Thrift Plan is pending.
Notwithstanding the pending determination letter, the Company
believes that both 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, 1995 AND 1994
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 ANB Investment Management and Trust
Company Multiple Fund Investment Trust for Employee Benefit
Plans 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, 1995 AND 1994
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>
1995 1994
----------------------------- ----------------------------
NET NET
CHANGE IN CHANGE IN
APPRECIATION APPRECIATION
MARKET (DEPRECIATION) MARKET (DEPRECIATION)
------------ -------------- ------------ --------------
<S> <C> <C> <C> <C>
ANB INVESTMENT MANAGEMENT COMPANY:
ANB Multiple Bond Index Fund A $ 12,532,047 $ 1,089,721 $ 9,228,165 $(1,043,890)
ANB Multiple S&P 500 Equity Index Fund 36,613,630 9,470,494 27,529,100 (371,276)
ANB Multiple Short-Term Investment Fund 5,366,200 - 3,535,300 -
ANB Multiple U.S. MarketCap Equity Index Fund 1,644,542 68,403 - -
ANB Multiple Growth-Tilt Equity Index Fund 1,784,404 72,920 - -
ANB Multiple Value-Tilt Equity Index Fund 946,093 42,098 - -
ANB Multiple SmallCap Equity Index Fund 2,371,029 50,958 - -
ANB Multiple InterCap Equity Index Fund 1,088,201 37,473 - -
PEOPLES ENERGY CORPORATION STOCK* 28,094,400 5,033,506 24,201,753 (3,928,476)
PROVIDENT NATIONAL ASSURANCE COMPANY
Group Annuity Contract #027-05042 4,599,734 - 4,247,604 -
CNA LIFE INSURANCE COMPANY
Group Annuity Contract #GA-12534 - - 8,534,251 -
Group Annuity Contract #GA-12689 21,614,338 - 19,900,925 -
HARTFORD LIFE INSURANCE COMPANY
Group Annuity Contract #GA-8938 - - 15,023,146 -
DREYFUS MANAGED ASSETS 68,531,404 2,458,454 53,058,345 (1,757,199)
------------ ------------- ------------ --------------
Total Investments $185,186,022 $18,324,027 $165,258,589 $(7,100,841)
------------ ------------- ------------ --------------
------------ ------------- ------------ --------------
</TABLE>
* Party-In-Interest Transactions
-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, 1995
<TABLE>
<CAPTION>
COST/
QUANTITY/ CARRYING CURRENT
FACE VALUE VALUE VALUE
- ----------- ------------ ------------
<S> <C> <C>
COLLECTIVE INVESTMENT FUNDS
AMERICAN NATIONAL BANK & TRUST CO OF CHICAGO
53,662 ANB Multiple Short-Term Investment Fund $ 5,366,200 $ 5,366,200
460,566 ANB Multiple Bond Index Fund A 11,570,643 12,532,047
149,008 ANB Multiple US MarketCap Equity Index Fund 1,579,894 1,644,542
186,856 ANB Mutliple S&P 500 Index Fund 17,627,705 36,613,630
123,384 ANB Multiple Growth-Tilt Equity Index Fund 1,711,484 1,784,404
58,951 ANB Multiple Value-Tilt Equity Index Fund 903,995 946,093
26,595 ANB Multiple SmallCap Equity Index Fund 2,320,071 2,371,029
12,322 ANB Multiple InterCap Equity Index Fund 1,050,728 1,088,202
GUARANTEED INVESTMENT CONTRACTS
CNA INSURANCE COMPANY
$21,614,337 Guaranteed Investment Contract #GA-12689 21,614,337 21,614,337
PROVIDENT NATIONAL ASSURANCE COMPANY
$4,599,734 Guaranteed Investment Contract #027-5042 4,599,734 4,599,734
OTHER
$68,336,023 DREYFUS MANAGED ASSETS
U.S. Government Bonds 42,865,357 43,220,259
Corporate Debt Securities 24,920,144 25,311,145
PARTY-IN-INTEREST
884,863 PEOPLES ENERGY CORPORATION COMMON STOCK 18,883,636 28,094,400
------------ ------------
TOTAL ASSETS HELD FOR INVESTMENT $155,013,928 $185,186,022
------------ ------------
------------ ------------
</TABLE>
-10-
<PAGE>
SCHEDULE II
PEOPLES ENERGY CORPORATION EMPLOYEE CAPITAL
ACCUMULATION AND THRIFT TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
<TABLE>
<CAPTION>
QUANTITY/ CURRENT
FACE VALUE COST VALUE
- ----------- ------------ ------------
<S> <C> <C>
COLLECTIVE INVESTMENT FUNDS
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>
-11-
<PAGE>
SCHEDULE III
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PLAN YEAR ENDED DECEMBER 31, 1995
<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
- --------------------------- --------- ------------ -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
ANB INVESTMENT MANAGEMENT COMPANY:
ANB Multiple Short-Term Investment Fund 182 $105,621,745 85 $104,228,745 $ -
ANB Multiple U.S. MarketCap Equity Index Fund 3 1,571,535 - - -
ANB Multiple Bond Index Fund A 10 2,954,090 7 1,442,254 25,076
ANB Multiple Growth-Tilt Index Fund 3 1,704,500 - - -
ANB Multiple Value-Tilt Index Fund 3 898,991 - - -
ANB Multiple SmallCap Equity Fund 3 2,311,150 - - -
ANB Multiple InterCap Equity Index Fund 3 1,047,108 - - -
ANB Multiple S&P 500 Index Fund 5 1,137,847 7 1,234,090 1,139,656
PROVIDENT NATIONAL ASSURANCE COMPANY
Group Annuity Contract #027-05042 12 352,131 - - -
HARTFORD LIFE INSURANCE COMPANY
Group Annuity Contract #GA-8938 6 706,906 1 15,730,052 -
CNA LIFE INSURANCE COMPANY
Group Annuity Contract #GA-12534 6 383,678 1 8,917,929 -
Group Annuity Contract #GA-12689 12 1,713,413 - - -
DREYFUS MANAGED ASSETS
U.S. Government Bonds 23 52,147,636 36 41,610,310 17,734
Corporate Debt Securities 17 30,735,207 52 28,257,927 112,809
PEOPLES ENERGY CORPORATION STOCK* 10 2,208,622 36 3,349,484 705,580
</TABLE>
* Party-In-Interest Transactions
-12-
<PAGE>
SCHEDULE IV
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION AND THRIFT TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PLAN YEAR ENDED DECEMBER 31, 1994
<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
- --------------------------- --------- ------------ -------- ------------ -----------
<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)
</TABLE>
* 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.
-13-
<PAGE>
SUPPLEMENTAL FINANCIAL STATEMENTS
-14-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
NET ASSETS HELD IN THE
Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust,
at Market Value $88,264,330 $75,291,260
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $88,264,330 $75,291,260
----------- -----------
----------- -----------
</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, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
ADDITIONS
Contributions received from:
Employees $ 4,297,780 $ 4,269,696
Employers 1,660,520 1,657,847
----------- -----------
5,958,300 5,927,543
----------- -----------
Net asset change as a result
of transferred Employees 1,195,313 1,277,606
----------- -----------
Income from investments:
Dividends 1,427,531 1,281,665
Interest 5,302,092 5,407,117
----------- -----------
6,729,623 6,688,782
----------- -----------
Net gain on investments:
Net unrealized appreciation
(depreciation) in value of
investments held 10,849,915 (3,883,355)
Net gain on disposition of
investments 1,317,837 275,457
----------- -----------
12,167,752 (3,607,898)
----------- -----------
Total Additions 26,050,988 10,286,033
----------- -----------
DEDUCTIONS
Payments of Plan benefits and
Employee withdrawals 13,077,918 10,171,548
----------- -----------
NET INCREASE IN AVAILABLE ASSETS 12,973,070 114,485
----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS
Beginning of Year 75,291,260 75,176,775
----------- -----------
End of Year $88,264,330 $75,291,260
----------- -----------
----------- -----------
</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, 1995 AND 1994
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. Prior to October 1, 1995, Participants were able to direct
investments of their contributions to any of four investment funds,
namely; a Bond Fund, an Equity Fund, a Company Stock Fund and an
Interest Income Fund. Effective October 1, 1995, contributions may
be invested in any of ten funds, namely; a Money Market Fund, a
Short Term Bond Fund, a Bond Fund, a Balanced Fund, an S&P 500
Equity Fund, an S&P 500 Growth Fund, an S&P 500 Value Fund, a Small
Cap Equity Fund, a Foreign Equity Fund and a Company Stock 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, 1995 AND 1994
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, recordkeeper 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
or, effective October 1, 1995, by Howard Johnson and Company, the
recordkeeper, 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, 1995 AND 1994
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 January 8, 1996 qualifying the Plan
for exemption from income taxes under the Internal Revenue Code, as
the Plan was then designed.
-19-
<PAGE>
PEOPLES ENERGY CORPORATION
EMPLOYEE THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
NET ASSETS HELD IN THE
Peoples Energy Corporation Employee
Capital Accumulation and Thrift Trust,
at Market Value $41,976,685 $38,196,257
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $41,976,685 $38,196,257
----------- -----------
----------- -----------
</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, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
ADDITIONS
Contributions received from:
Employees $ 2,736,746 $ 2,719,295
Employers 1,169,993 1,166,834
----------- -----------
3,906,739 3,886,129
----------- -----------
Net asset change as a result
of transferred employees (1,195,313) (1,277,606)
----------- -----------
Income from investments:
Dividends 1,112,737 1,080,714
Interest 2,401,878 2,513,857
----------- -----------
3,514,615 3,594,571
----------- -----------
Net gain on investments:
Net unrealized appreciation (depreciation)
in value of investments held 5,469,501 (3,810,356)
Net gain on disposition of investments 686,774 317,413
----------- -----------
6,156,275 (3,492,943)
----------- -----------
Total Additions 12,382,316 2,710,151
----------- -----------
DEDUCTIONS
Payments of Plan benefits and
employee withdrawals 8,601,888 7,447,177
----------- -----------
NET INCREASE (DECREASE) IN AVAILABLE ASSETS 3,780,428 (4,737,026)
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of Year 38,196,257 42,933,283
----------- -----------
End of Year $41,976,685 $38,196,257
----------- -----------
----------- -----------
</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, 1995 AND 1994
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. Prior to October 1, 1995,
Participants were able to direct investments of their
contributions to any of four investment funds, namely; a Bond
Fund, an Equity Fund, a Company Stock Fund and an Interest
Income Fund. Effective October 1, 1995, contributions may be
invested in any of ten funds, namely; a Money Market Fund, a
Short Term Bond Fund, a Bond Fund, a Balanced Fund, an S&P 500
Equity Fund, an S&P 500 Growth Fund, an S&P 500 Value Fund, a
Small Cap Equity Fund, a Foreign Equity Fund and a Company Stock
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, 1995 AND 1994
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, recordkeeper 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 or, effective October 1, 1995,
by Howard Johnson and Company, the recordkeeper, 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, 1995 AND 1994
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.
An application for a determination letter was filed with the
Internal Revenue Service on December 30, 1994. Receipt of a
favorable determination letter is pending.
-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 hereunto duly authorized.
Peoples Energy Corporation
Employe Capital Accumulation Plan
and Peoples Energy Corporation
Employe Thrift Plan
-------------------------------------
(Name of Plan)
/s/ Emmet P. Cassidy
Date: March 29, 1996 By -------------------------------
Emmet P. Cassidy
Secretary and Treasurer
Peoples Energy Corporation
<PAGE>
EXHIBIT INDEX
The exhibit listed below is filed herewith and made a part hereof.
Exhibit
Number
- --------
1 Consent of Odell Hicks & Company
<PAGE>
EXHIBIT 1
[LOGO]
ODELL HICKS & COMPANY
CERTIFIED PUBLC ACCOUNTANTS
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report, dated March 18, 1996, 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, 1995, into the Company's previously filed
Registration Statement File No. 33-6369.
/s/ Odell Hicks & Company
ODELL HICKS & COMPANY
Chicago, Illinois
March 25, 1996
180 North Stetson Suite 820 Chicago, Illinois 60601 312-861-0113
