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Previous: MCN CORP, DEF 14A, 1997-02-27 |
Next: RCSB FINANCIAL INC, 10-K405, 1997-02-27 |
File No. 69-355
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
TO BE FILED ANNUALLY PRIOR TO MARCH 1
UPPER PENINSULA ENERGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to Rule
U-3A-2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935. 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, other than any exempt wholesale generator (EWG) or
foreign utility company in which claimant directly or indirectly holds an
interest.
(a) Claimant - Upper Peninsula Energy Corporation, 600 Lakeshore Drive,
Houghton, Michigan 49931-0130.
State of Organization - Michigan
Nature of Business - Holding Company
(b) Subsidiary - Upper Peninsula Power Company, 600 Lakeshore Drive,
Houghton, Michigan 49931-0130
State of Organization - Michigan
Nature of Business - Engaged in the generation, purchase, transmission,
distribution and sale of electric energy in the Upper Peninsula of Michigan in
the Counties of Alger, Baraga, Delta, Houghton, Iron, Keweenaw, Marquette,
Menominee, Ontonagon and Schoolcraft.
(c) Subsidiary - Upper Peninsula Building Development Company,600
Lakeshore Drive, Houghton, Michigan 49931-0130
State of Organization - Michigan
Nature of Business - Owns the corporate headquarters building which is
leased to Upper Peninsula Power Company.
(d) Subsidiary - PENVEST, Incorporated, 600 Lakeshore Drive, Houghton,
Michigan 49931-0130
State of Organization - Michigan
Nature of Business - To investigate opportunities in telecommunications,
engineering services, and other non- regulated businesses.
2. Properties -
(a) Claimant (Upper Peninsula Energy Corporation) -
The total properties of the Claimant consist of the Common Stock of Upper
Peninsula Power Company, Upper Peninsula Building Development Company, and
PENVEST, Incorporated.
(b) Subsidiary (Upper Peninsula Power Company) -
All of Upper Peninsula Power Company properties are located within the
State of Michigan. There are no transmission facilities which receive or deliver
energy at the borders.
The transmission and distribution system is comprised of approximately
3,499 circuit miles. Transmission and subtrans- mission networks are operated at
138, 69, 33 and 12 kV, consisting of approximately 355, 371, 48 and 13 circuit
miles, respectively. The remaining 2,713 miles are operated at distribution
voltages ranging between 120 and 15,000 volts.
Upper Peninsula Power Company owns 417 mVa of distribution transformers,
439 mVa of transmission bulk power step-down transformers, and 153 mVa of
generation step-up transformers in service on the system.
Certain information as to owned generation is set forth below:
<TABLE>
<CAPTION>
Net
Station Fuel Capability (KW) County
------- ---- --------------- ------
<S> <C> <C> <S>
Warden Coal 17,700 Baraga
Victoria Hydro 12,340 Ontonagon
Prickett * Hydro 2,220 Baraga
Portage Oil 27,500 Houghton
Gladstone Oil 27,500 Delta
McClure Hydro 8,680 Marquette
Hoist Hydro 4,280 Marquette
Cataract * Hydro 1,460 Marquette
AuTrain * Hydro 1,060 Alger
<FN>
<F1> * Run of the river plants with limited capacity to store water.
</FN>
</TABLE>
The Warden generation station is a one-unit plant currently in reserve
status.
The Portage and Gladstone turbines are both one-unit oil-fired gas
turbines.
Upper Peninsula Power Company owns numerous miscellaneous properties in
various parts of its territory which are used for office, service and other
purposes. The most important of these are the Service Centers at Ishpeming,
Houghton, Ontonagon, Iron River, Escanaba and Munising, Michigan. Upper
Peninsula Power Company also leases small parcels of land for substations and
miscellaneous temporary uses.
3. The following information is submitted for the calendar year 1996 with
respect to the Claimant and its Subsidiary:
<TABLE>
<CAPTION>
Upper Peninsula
Claimant Power Company
-------- ---------------
<S> <C> <C>
(a) Number of kWh of electric energy None 821,311,000
sold (at retail or wholesale)
(b) Number of kWh of electric energy None None
distributed outside of Michigan
(c) Number of kWh of electric energy None None
sold at wholesale outside of
Michigan or at Michigan state line
(d) Number of kWh of electric energy None None
purchased outside of Michigan or
at the Michigan state line
</TABLE>
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:
(a) Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
None
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
None
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
None
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
None
(e) Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the services
to be rendered or goods sold and fees or revenues under such agreement(s).
None
EXHIBIT A
---------
A consolidated statement of income and retained earnings together with a
consolidated balance sheet of Upper Peninsula Energy Corporation for the
calendar year 1996 is enclosed.
Also attached are statements of income and retained earnings together with
balance sheets for the calendar year 1996 for Upper Peninsula Power Company,
Upper Peninsula Building Development Company, and PENVEST, Incorporated.
The above-named Claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 27th day of February 1997.
UPPER PENINSULA ENERGY CORPORATION
By /s/ B. C. Arola
-------------------------------
B. C. Arola
Vice President, Treasurer and Secretary
Exhibit A
Page 1 of 11
UPPER PENINSULA ENERGY CORPORATION
FINANCIAL STATEMENTS - YEAR ENDED DECEMBER 31, 1996
CONSOLIDATED INCOME STATEMENT
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Operating Revenues $58,302
-------
Operating Expenses:
Operation - Power Supply Costs 18,245
- Other 14,863
Maintenance 2,976
Depreciation and Amortization 5,584
Federal Income Tax Expense 2,778
Taxes Other Than Federal Income Taxes - Ad Valorem 3,495
- Other 1,308
-------
Total 49,249
-------
Operating Income 9,053
-------
Other Income (Deductions):
Interest Income 84
AFUDC 116
Other 97
Federal Income Tax Expense (80)
-------
Total 217
-------
Income Before Interest Charges 9,270
-------
Interest Charges:
Interest on Long-Term Debt 3,887
Anortization of Debt Expense 75
Other Interest Expense 326
AFUDC (171)
-------
Total 4,117
-------
Income Before Dividends on Preferred Stock of Subsidiary 5,153
Dividends on Preferred Stock of Subsidiary 23
-------
Net Income $ 5,130
=======
Average Number of Shares Outstanding 2,969,215
Earnings Per Share of Common Stock $1.73
</TABLE>
Exhibit A
Page 2 of 11
UPPER PENINSULA ENERGY CORPORATION
FINANCIAL STATEMENTS - YEAR ENDED DECEMBER 31, 1996
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
------------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Balance at December 31, 1995 $20,185
Net Income 5,130
-------
Total 25,315
Less Common Dividends - $1.26 per share 3,734
-------
Balance at December 31, 1996 $21,581
=======
</TABLE>
Exhibit A
Page 3 of 11
UPPER PENINSULA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
ASSETS
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
UTILITY PLANT:
Utility Plant in Service $165,386
Less Accumulated Deprec and Amortization 75,970
--------
Net Plant in Service 89,416
Construction Work in Progress 14,526
--------
Net Utility Plant 103,942
--------
OTHER PROPERTY 9,942
--------
CURRENT ASSETS:
Cash and Cash Equivalents 2,064
Accounts Receivable:
Electric (Less allow for doubtful accounts of $65) 4,492
Other 1,984
Inventories-at average cost:
Materials and Supplies 2,030
Fuel 274
Prepayments 305
Accrued Ad Valorem Taxes 3,640
Deferred Federal Income Taxes 1,227
--------
Total 16,016
--------
DEFERRED DEBITS AND OTHER ASSETS:
Unamortized Debt Expense 508
Other Deferred Debits 3,270
--------
Total 3,778
--------
TOTAL ASSETS $133,678
========
</TABLE>
Exhibit A
Page 4 of 11
UPPER PENINSULA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
CAPITALIZATION & LIABILITIES
-------------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
CAPITALIZATION:
Paid-In Capital $ 21,537
Retained Earnings 21,581
--------
Total Common Equity 43,118
Redeemable Preferred Stock 456
Long-Term Debt, less current maturities 43,266
--------
Total Capitalization 86,840
--------
CURRENT LIABILITIES:
Long-Term Debt Due within One Year 242
Notes Payable 5,000
Accounts Payable 4,182
Accrued Accounts:
Taxes - Ad Valorem 6,212
- Other 27
Wages and Benefits 2,934
Interest 965
Dividends 4
Revenue Payable - Power Supply Cost Recovery - Net 531
--------
Total 20,097
--------
DEFERRED CREDITS:
Deferred Federal Income Taxes 6,923
Unamortized Investment Tax Credit 2,742
Customer Advances for Construction 1,591
Accrued Pension 3,303
Regulatory Liabilities 5,904
Post Retirement Health & Life 3,780
Other 2,498
--------
Total 26,741
--------
COMMITMENTS AND CONTINGENCIES
--------
TOTAL CAPITALIZATION & LIABILITIES $133,678
========
</TABLE>
Exhibit A
Page 5 of 11
UPPER PENINSULA POWER COMPANY
FINANCIAL STATEMENTS - YEAR ENDED DECEMBER 31, 1996
INCOME STATEMENT
------------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Operating Revenues $58,378
-------
Operating Expenses:
Operation - Power Supply Costs 18,245
- Other 15,503
Maintenance 2,976
Depreciation and Amortization 5,433
Federal Income Tax Expense 2,790
Taxes Other Than Federal Income Taxes - Ad Valorem 3,387
- Other 1,308
-------
Total 49,642
-------
Operating Income 8,736
-------
Other Income (Deductions):
Interest Income 55
AFUDC 116
Other 121
Federal Income Tax Expense (93)
-------
Total 199
-------
Income Before Interest Charges 8,935
-------
Interest Charges:
Interest on Long-Term Debt 3,494
Amortization of Debt Expense 66
Other Interest Expense 367
AFUDC (171)
-------
Total 3,756
-------
Net Income $ 5,179
=======
</TABLE>
STATEMENT OF RETAINED EARNINGS
<TABLE>
<S> <C> <C>
Balance at December 31, 1995 $17,123
Net Income 5,179
-------
Total 22,302
Dividends:
Preferred 23
Common 3,740
-----
Total Dividends 3,763
-------
Balance at December 31, 1996 $18,539
=======
</TABLE>
Exhibit A
Page 6 of 11
UPPER PENINSULA POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
------------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
UTILITY PLANT:
Utility Plant in Service $165,386
Less Accumulated Deprec and Amortization 75,970
--------
Net Plant in Service 89,416
Construction Work In Progress 14,526
--------
Net Utility Plant 103,942
--------
OTHER PROPERTY 3,768
--------
CURRENT ASSETS:
Cash and Cash Equivalents 1,271
Accounts Receivable:
Electric (less allow for doubtful accounts of $65) 4,492
Other 1,984
Inventories-at average cost:
Materials and Supplies 2,030
Fuel 274
Prepayments 305
Accrued Ad Valorem Taxes 3,537
Deferred Federal Income Taxes 1,250
--------
Total 15,143
--------
DEFERRED DEBITS and OTHER ASSETS:
Unamortized Debt Expense 380
Other Deferred Debits 3,170
--------
Total 3,550
--------
TOTAL ASSETS $126,403
========
</TABLE>
Exhibit A
Page 7 of 11
UPPER PENINSULA POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1996
CAPITALIZATION & LIABILITIES
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
CAPITALIZATION:
Common Stock 1,473,736 shares, $9 Stated Value $ 13,264
Paid-In Capital 8,559
Retained Earnings 18,539
--------
Total Common Equity 40,362
Redeemable Preferred Stock 456
Long-Term Debt, less current maturities 39,230
--------
Total Capitalization 80,048
--------
CURRENT LIABILITIES:
Long-Term Debt Due Within One Year 105
Notes Payable 5,000
Accounts Payable 4,067
Accrued Accounts:
Taxes - Ad Valorem 6,071
- Other 201
Wages and Benefits 2,934
Interest 901
Dividends 4
Revenue Payable - Power Supply Cost Recovery - Net 531
--------
Total 19,814
--------
DEFERRED CREDITS:
Deferred Federal Income Taxes 6,723
Unamort Investment Tax Credit 2,742
Customer Advances for Construction 1,591
Accrued Pension 3,303
Regulatory Liabilities 5,904
Postretirement Health & Life 3,780
Other 2,498
--------
Total 26,541
--------
TOTAL CAPITALIZATION & LIABILITIES $126,403
========
</TABLE>
Exhibit A
Page 8 of 11
UPPER PENINSULA BUILDING DEVELOPMENT COMPANY
FINANCIAL STATEMENTS - YEAR ENDED DECEMBER 31, 1996
INCOME STATEMENT
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Operating Revenues $1,102
------
Operating Expenses:
Operation 10
Depreciation and Amortization 151
Taxes Other Than Income Taxes - Ad Valorem 103
Federal Income Tax Expense 149
------
Total 413
------
Operating Income 689
------
Other Income (Deductions) 20
------
Income Before Interest Charges 709
------
Interest Charges:
Interest on Long-Term Debt 393
Amortization of Debt Expense 9
------
Total 402
------
Net Income $ 307
======
</TABLE>
STATEMENT OF RETAINED EARNINGS
<TABLE>
<S> <C>
Balance at December 31, 1995 250
Net Income 307
Dividend Paid to UPEN 250
------
Balance at December 31, 1996 $ 307
======
</TABLE>
Exhibit A
Page 9 of 11
UPPER PENINSULA BUILDING DEVELOPMENT COMPANY
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
FIXED ASSETS:
Office Building $6,021
Less Accumulated Depreciation 888
------
5,133
Land 47
------
Total 5,180
------
CURRENT ASSETS:
Cash and Cash Equivalents 690
Accounts Receivable-Associated Companies 35
Prepayments 103
------
Total 828
------
DEFERRED DEBITS and OTHER ASSETS:
Unamortized Debt Expense 128
Initial Direct Costs-Lease 11
------
Total 139
------
TOTAL ASSETS $6,147
======
CAPITALIZATION & LIABILITIES
-----------------------------
CAPITALIZATION:
Paid-In Capital $1,214
Retained Earnings 307
------
Total Common Equity 1,521
Long Term Debt, less current maturities 4,036
------
Total Capitalization 5,557
------
CURRENT LIABILITIES:
Long Term Debt Due Within One Year 137
Accounts Payable-Associated Companies 51
Taxes - Ad Valorem 139
Taxes - Federal Income (1)
Interest 64
Deferred Federal Income Taxes 200
------
Total 590
------
TOTAL CAPITALIZATION & LIABILITIES $6,147
======
</TABLE>
Exhibit A
Page 10 of 11
PENVEST, INCORPORATED
DECEMBER 31, 1996
INCOME STATEMENT
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Operating Revenues $ 4
Operating Expenses:
Operation 50
Federal Income Tax Expense (16)
------
Total 34
------
Net Income (Loss) $ (30)
======
</TABLE>
STATEMENT OF RETAINED EARNINGS
<TABLE>
<S> <C>
Balance at December 31, 1995 $ -0-
Net Income - Loss (30)
------
Balance at December 31, 1996 $ (30)
======
</TABLE>
Exhibit A
Page 11 of 11
PENVEST, INCORPORATED
DECEMBER 31, 1996
BALANCE SHEET
ASSETS
----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
FIXED ASSETS:
Communication Link $ 40
------
CURRENT ASSETS:
Cash 9
Accounts Receivable 2
------
Total 11
------
OTHER ASSETS:
Note Receivable - Sawyer Lumber Company 1,210
Other Investments 32
------
1,242
------
TOTAL ASSETS $1,293
======
CAPITALIZATION & LIABILITIES
----------------------------
CAPITALIZATION:
Paid-In Capital $1,310
Retained Earnings (30)
------
Total Capitalization 1,280
CURRENT LIABILITIES:
Accounts Payable 28
Taxes - Federal Income (15)
------
Total 13
------
TOTAL CAPITALIZATION & LIABILITIES $1,293
======
</TABLE>
EXHIBIT B
---------
FINANCIAL DATA SCHEDULE
[ARTICLE] UT
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-END] DEC-31-1996
[BOOK-VALUE] PER-BOOK
[TOTAL-NET-UTILITY-PLANT] 103,942
[OTHER-PROPERTY-AND-INVEST] 9,942
[TOTAL-CURRENT-ASSETS] 16,016
[TOTAL-DEFERRED-CHARGES] 3,778
[OTHER-ASSETS] 0
[TOTAL-ASSETS] 133,678
[COMMON] 0
[CAPITAL-SURPLUS-PAID-IN] 21,537
[RETAINED-EARNINGS] 21,581
[TOTAL-COMMON-STOCKHOLDERS-EQ] 43,118
[PREFERRED-MANDATORY] 456
[PREFERRED] 0
[LONG-TERM-DEBT-NET] 43,266
[SHORT-TERM-NOTES] 5,000
[LONG-TERM-NOTES-PAYABLE] 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0
[LONG-TERM-DEBT-CURRENT-PORT] 242
[PREFERRED-STOCK-CURRENT] 0
[CAPITAL-LEASE-OBLIGATIONS] 0
[LEASES-CURRENT] 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] 41,596
[TOT-CAPITALIZATION-AND-LIAB] 133,678
[GROSS-OPERATING-REVENUE] 58,302
[INCOME-TAX-EXPENSE] 2,778
[OTHER-OPERATING-EXPENSES] 46,471
[TOTAL-OPERATING-EXPENSES] 49,249
[OPERATING-INCOME-LOSS] 9,053
[OTHER-INCOME-NET] 217
[INCOME-BEFORE-INTEREST-EXPEN] 9,270
[TOTAL-INTEREST-EXPENSE] 4,117
[NET-INCOME] 5,153
[PREFERRED-STOCK-DIVIDENDS] 23
[EARNINGS-AVAILABLE-FOR-COMM] 5,130
[COMMON-STOCK-DIVIDENDS] 3,734
[TOTAL-INTEREST-ON-BONDS] 3,878
[CASH-FLOW-OPERATIONS] 11,475
[EPS-PRIMARY] 1.73
[EPS-DILUTED] 1.73
</TABLE>
EXHIBIT C
---------
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.
There are no EWG or foreign utility companies related to any of our
associated companies in the holding-company system.
The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 27th day of February, 1997.
UPPER PENINSULA ENERGY CORPORATION
--------------------------------------------
(Name of claimant)
By /s/ B. C. Arola
--------------------------------------------
B. C. Arola
Vice President, Treasurer and Secretary
Corporate Seal
Attest:
B. C. Arola
- -----------------------------
(Name)
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:
B. C. Arola Vice President, Treasurer and Secretary
- ----------------------------- ---------------------------------------
(Name) (Title)
600 Lakeshore Drive, Houghton, Michigan 49931-0130
---------------------------------------------------
(Address)
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