File No. 69-312
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
Statement by Holding Company Claiming Exemption
Under Rule U-2 from the Provisions of the Public
Utility Holding Company Act of 1935
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202
February 25, 1994
File No. 69-312
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Statement by Holding Company Claiming Exemption
Under Rule U-2 from the Provisions of the Public
Utility Holding Company Act of 1935 (Act)
INDIANA ENERGY, INC.
hereby files with the Securities and Exchange
Commission (Commission), pursuant to Rule U-2, its
statement claiming exemption as a holding company from
the provisions of the Act.
In support of such claim for exemption the
following information is submitted:
1. Name, State of organization, location and nature of
business of claimant and every subsidiary thereof.
Indiana Energy, Inc. (Indiana Energy), Claimant
in this statement, is an Indiana corporation with
its principal offices in Indianapolis, Indiana.
Claimant is a "holding company" (as such term is
defined by the Act), owning all of the issued and
outstanding shares of common stock of Indiana Gas
Company, Inc. (Indiana Gas) and IEI Investments,
Inc. (IEI Investments).
Indiana Gas is an Indiana corporation engaged
in the business of supplying gas service at retail,
including transportation, to ultimate consumers,
all within the state of Indiana. For the
twelve-month period ending December 31, 1993,
virtually all of Indiana Energy's consolidated
earnings were derived from the operations of
Indiana Gas and its subsidiaries. Indiana Gas is a
"subsidiary company" of Indiana Energy and is also
a "gas utility company" and a "public utility
company" (as such terms are defined by the Act).
Indiana Gas owns all of the issued and
outstanding shares of common stock of Terre Haute
Gas Corporation (Terre Haute) and Richmond Gas
Corporation (Richmond), both of which are Indiana
corporations. While Terre Haute and Richmond
technically exist as separate corporate entities,
in accordance with an order issued by the Indiana
Utility Regulatory Commission, Indiana Gas, Terre
Haute and Richmond have combined their operations
for all purposes and are transacting business under
the name Indiana Gas Company, Inc. Pursuant to
that order, accounting records and financial
reports are on a consolidated basis. For purposes
of this statement, any reference to Indiana Gas
will, in effect, be inclusive of the separate
corporate entities of Richmond and Terre Haute.
Indiana Energy owns all of the outstanding
shares of capital stock of IEI Investments, an
Indiana corporation. IEI Investments was formed
for the purpose of grouping and controlling
nonregulated businesses of Indiana Energy and
investments therein and to separate them from
regulated businesses.
IEI Investments owns all of the issued and
outstanding shares of capital stock of IGC Energy,
Inc. (IGC Energy). IGC Energy is an Indiana
corporation and holds interests in the following
businesses:
(i) It is a limited partner in Lima Resources
Associates, L.P. (LIMA). Other limited
partners are Laclede Energy Resources,
Inc., a wholly-owned subsidiary of Laclede
Gas Company, a general partner; Vulcan Oil and Gas
Company, a subsidiary of Alabama-Tennessee
Natural Gas Company; and Mississippi
Energies, Inc., a subsidiary of Mississippi
Valley Gas Company. LIMA is engaged in the
business of exploring for hydrocarbons.
(ii) On October 2, 1990, IGC Energy acquired
approximately 35 percent of the outstanding voting
securities of Loggins, Incorporated, a
wholesale distributor of propane equipment,
natural gas and propane space heaters and
corrugated stainless steel tubing based in
Indianapolis, Indiana.
IEI Investments also owns all of the
outstanding voting securities of Energy Realty,
Inc. (Energy Realty). Energy Realty is an Indiana
corporation engaged in the business of real
estate. Energy Realty currently owns a warehouse
facility which is leased to Indiana Gas.
2. A brief description of the properties of
claimant and each of its subsidiary public utility
companies used for the production, transmission and
distribution of natural or manufactured gas, indicating
the location of principal transmission lines, producing
fields, gas manufacturing plants and gas distribution
facilities, including all such properties which are
outside the State in which claimant and its
subsidiaries are organized and all transmission or
pipelines which deliver or receive gas at the borders
of such State.
At the date of the filing of this Statement,
Indiana Energy had no properties and is solely a
holding company owning all of the issued and
outstanding shares of common stock of Indiana Gas
and IEI Investments.
The properties of Indiana Gas used for the
production, storage and distribution of gas are
located solely within the state of Indiana except
for pipeline facilities extending from points in
northern Kentucky to points in southern Indiana by
means of which gas is transported to Indiana for
sale or transportation by Indiana Gas to ultimate
customers in Indiana. At December 31, 1993, these
included approximately 9,657 miles of distribution
mains; 458,576 meters, seven reservoirs for
underground storage of purchased gas with
approximately 108,354 acres of land owned and/or
held under storage easements with 10,565,190 Dth of
gas in storage providing a daily deliverability
capacity of 148,652 Dth. Indiana Gas has four
liquefied petroleum air gas manufacturing plants
with a total daily capacity of 24,700 Dth of gas.
These properties are used by Indiana Gas in its gas
operations in which gas is supplied to
approximately 445,000 consumers in and adjacent to
281 communities located in 48 counties in the
southern two-thirds of Indiana. The largest
communities served are Muncie, Anderson,
Lafayette-West Lafayette, Bloomington, Terre Haute,
Marion, New Albany, Columbus, Jeffersonville, New
Castle and Richmond.
Indiana Gas obtains gas for its operations
primarily from out-of-state producers, marketers
and other sellers of gas pursuant to both
medium-term and short-term contracts. Gas is
transported to Indiana Gas' system by interstate
pipeline suppliers under Federal Energy Regulatory
Commission approved rate schedules.
3. The following information for the last
calendar year with respect to Claimant and each of its
subsidiary public utility companies:
(a) Number of Dth of gas distributed at retail:
Company Calendar Year DTH
Indiana Gas 1993 96,464,000 (sales)
16,477,000 (transportation)
(b) Number of Dth of gas distributed at retail outside the
State in which each such company is organized:
None
(c) Number of Dth of gas sold at wholesale
outside the State in which each such company is
organized, or at the State line:
None
(d) Number of Dth of gas purchased outside the
State in which each such company is organized
or at the State line:
Indiana Gas purchased 92,439,000 Dth of gas
outside the state of Indiana during calendar
1993. These were purchases for system supply.
This gas was transported by interstate pipeline
companies to Indiana Gas facilities within the
State or delivery points in northern Kentucky.
All such gas was sold by Indiana Gas and
consumed within the state of Indiana.
4. The following information for the reporting
period with respect to claimant and each interest it
holds directly or indirectly in a EWG or a foreign
utility company.
Inapplicable to claimant.
Exhibit A
A consolidating statement of income and a
consolidating statement of retained earnings of Indiana
Energy and subsidiaries, for the calendar year 1993,
together with a consolidating balance sheet of Indiana
Energy and subsidiary companies, as of the close of
such calendar year, are annexed hereto as Exhibit A.
Exhibit B
Inapplicable at this time.
Exhibit C
Inapplicable to claimant.
The above named Claimant has caused this statement
to be duly executed on its behalf by its authorized
officer on this 25th day of February 1994.
INDIANA ENERGY, INC.
(Name of Claimant)
By /s/Niel C. Ellerbrook
Niel C. Ellerbrook
Vice President and Treasurer
and Chief Financial Officer
Attest:
/s/Ronald E. Christian
Ronald E. Christian
Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be
addressed:
Niel C. Ellerbrook
Vice President and Treasurer
and Chief Financial Officer
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202
<TABLE>
<CAPTION>
INDIANA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(Thousands - Unaudited)
Indiana IEI Energy Adjustments
Indiana Gas Company, Investments, IGC Realty, Debit
ASSETS Energy, Inc. Inc. Inc. Energy, Inc Inc. (Credit) Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
UTILITY PLANT:
Utility plant - original cost $ - $ 786,380 $ - $ - $ - $ - $ 786,380
Less - Accumulated depreciation
and amortization - 274,366 - - - - 274,366
- 512,014 - - - - 512,014
EQUITY IN NET ASSETS OF WHOLLY-
OWNED SUBSIDIARIES:
Indiana Gas Company, Inc. 258,455 - - - - (258,455) -
IEI Investments, Inc. 9,050 - - - - (9,050) -
IGC Energy, Inc. - - 8,922 - - (8,922) -
Energy Realty, Inc. - - 72 - - (72) -
267,505 - 8,994 - - (276,499) -
NONUTILITY PLANT AND OTHER
INVESTMENTS - NET - 400 - 876 3,645 - 4,921
CURRENT ASSETS:
Cash and cash equivalents 1,502 20 54 8,000 268 (9,560) 284
Accounts receivable, less reserves - 45,836 - 39 - - 45,875
Accounts receivable from affiliated
companies 36 - 2 23 - (61) -
Accrued unbilled revenues - 42,768 - - - - 42,768
Materials and supplies - at average
cost - 3,753 - - - - 3,753
Liquefied petroleum gas - at average
cost - 1,154 - - - - 1,154
Gas in underground storage - at
last-in, first-out cost - 53,064 - - - - 53,064
Recoverable gas costs - 616 - - - - 616
Prepayments - 1,585 - - - - 1,585
1,538 148,796 56 8,062 268 (9,621) 149,099
DEFERRED CHARGES:
Unamortized debt discount and
expense - 6,489 - - - - 6,489
Other 4 14,970 - - - - 14,974
4 21,459 - - - - 21,463
$ 269,047 $ 682,669 $ 9,050 $ 8,938 $3,913 $ (286,120) $ 687,497
</TABLE>
<TABLE>
<CAPTION>
INDIANA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(Thousands - Unaudited)
Indiana IEI Energy Adjustments
Indiana Gas Company, Investments, IGC Realty, Debit
SHAREHOLDERS' EQUITY AND LIABILITIES Energy, Inc. Inc. Inc. Energy, Inc Inc. (Credit) Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION:
Common stock $ 145,697 $ 142,995 $ 1 $ 1 $ 1 $ 142,998 $ 145,697
Paid-in capital - - 4,179 4,361 - 8,540 -
Unearned compensation - restricted
stock grants (1,688) - - - - - (1,688)
Retained earnings 124,955 115,460 4,870 4,560 71 124,961 124,955
Total common shareholders' equity 268,964 258,455 9,050 8,922 72 276,499 268,964
Long-term debt -
First mortgage bonds - 30,000 - - - - 30,000
Notes payable - 134,901 - - - - 134,901
- 164,901 - - - - 164,901
268,964 423,356 9,050 8,922 72 276,499 433,865
CURRENT LIABILITIES:
Maturities and sinking fund
requirements of long-term debt - 10,000 - - - - 10,000
Notes payable - 50,250 - - 3,800 - 54,050
Accounts payable - 50,061 - - 1 9,577 40,485
Accounts payable to affiliated
companies 6 - - - - 6 -
Customer deposits and advance payments - 14,146 - - - - 14,146
Accrued taxes - 35,849 - 16 29 38 35,856
Accrued interest - 5,123 - - 11 - 5,134
Other current liabilities - 15,175 - - - (77) 15,252
6 180,604 - 16 3,841 9,544 174,923
DEFERRED CREDITS:
Deferred income taxes - 55,542 - - - - 55,542
Unamortized investment tax credit - 13,731 - - - - 13,731
Customer advances for construction - 1,021 - - - - 1,021
Regulatory income tax liability - 4,789 - - - - 4,789
Other 77 3,626 - - - 77 3,626
77 78,709 - - - 77 78,709
$ 269,047 $ 682,669 $ 9,050 $ 8,938 $3,913 $ 286,120 $ 687,497
</TABLE>
<TABLE>
<CAPTION>
INDIANA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1993
(Thousands - Unaudited)
Indiana IEI Energy Adjustments
Indiana Gas Company, Investments, IGC Realty, Debit
Energy, Inc. Inc. Inc. Energy, Inc Inc. (Credit) Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
UTILITY OPERATING REVENUES $ - $ 495,633 $ - $ - $ - $ - $ 495,633
COST OF GAS - 305,285 - - - - 305,285
MARGIN - 190,348 - - - - 190,348
UTILITY OPERATING EXPENSES:
Other operation - 72,214 - - - - 72,214
Maintenance - 14,310 - - - - 14,310
Depreciation and amortization - 27,138 - - - - 27,138
Income taxes - 16,865 - - - - 16,865
Taxes other than income taxes - 15,075 - - - - 15,075
- 145,602 - - - - 145,602
UTILITY OPERATING INCOME - 44,746 - - - - 44,746
INTEREST AND OTHER:
Interest expense - 16,880 - - - - 16,880
Allowance for borrowed funds
used during construction - (676) - - - - (676)
Other amortization - 244 - - - - 244
Other income - net - (1,090) - - - - (1,090)
- 15,358 - - - - 15,358
UTILITY INCOME - 29,388 - - - - 29,388
NONUTILITY INCOME (LOSS) 29,090 - (66) (123) 69 29,268 (298)
NET INCOME (LOSS) $ 29,090 $ 29,388 $ (66) $ (123) $ 69 $ 29,268 $ 29,090
</TABLE>
<TABLE>
<CAPTION>
INDIANA ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1993
(Thousands - Unaudited)
Indiana IEI Energy Adjustments
Indiana Gas Company, Investments, IGC Realty, Debit
Energy, Inc. Inc. Inc. Energy, Inc Inc. (Credit) Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE DECEMBER 31, 1992 $ 118,783 $ 107,872 $ 10,136 $ 9,933 $ 2 $ 127,943 $ 118,783
ADD:
Net Income (Loss) 29,090 29,388 (66) (123) 69 29,268 29,090
147,873 137,260 10,070 9,810 71 157,211 147,873
DEDUCT:
Dividends on Common Stock 21,660 21,800 - - - (21,800) 21,660
Common Stock Issuance Expenses 1,258 - - - - - 1,258
22,918 21,800 - - - (21,800) 22,918
BALANCE DECEMBER 31, 1993 $ 124,955 $ 115,460 $ 10,070 $ 9,810 $ 71 $ 135,411 $ 124,955
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