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Previous: SMITH BARNEY SHEARSON UNIT TRUSTS HIGH YIELD TAXABLE SER 16, 24F-2NT, 1998-02-26 |
Next: INSURED MUNICIPALS INCOME TR & INVS QUA TAX EX TR MUT SER 88, 497J, 1998-02-26 |
File No. 69-355
-1-
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.
-2-
(d) Subsidiary - PENVEST, Incorporated, 600 Lakeshore Drive, Houghton,
Michigan 49931-0130
State of Organization - Michigan
Nature of Business - Has investments in communications and real
estate.
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
3,537 circuit miles. Transmission and subtrans- mission networks are operated
at 138, 69, 33 and 12 kV, consisting of approximately 374, 371, 48 and 13
circuit miles, respectively. The remaining 2,730 miles are operated at
distribution voltages ranging between 120 and 15,000 volts.
Upper Peninsula Power Company owns 417 mVa of distribution transformers,
495 mVa of transmission bulk power step-down transformers, and 147 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> <C>
Warden Coal/Gas 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>
<F*> Run of the river plants with limited capacity to store water.
</FN>
</TABLE>
-3-
The Warden generation station is a one-unit coal/gas-fired 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 1997 with
respect to the Claimant and its Subsidiary:
<TABLE>
<CAPTION>
Upper Peninsula
Claimant Power Company
-------- ---------------
<S> <C> <C>
(a) Number of kWh of None 845,377,000
electric energy
sold (at retail or
wholesale)
(b) Number of kWh of None None
electric energy
distributed outside
of Michigan
(c) Number of kWh of None None
electric energy sold
at wholesale outside
of Michigan or at
Michigan state line
(d) Number of kWh of None None
electric energy
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
-4-
(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
-5-
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 1997 is enclosed.
Also attached are statements of income and retained earnings together
with balance sheets for the calendar year 1997 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 1998.
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, 1997
CONSOLIDATED INCOME STATEMENT
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Operating Revenues $ 60,104
---------
Operating Expenses:
Operation - Power Supply Costs 21,128
- Other 17,413
Maintenance 2,664
Depreciation and Amortization 5,900
Federal Income Tax Expense 1,620
Taxes Other Than Federal
Income Taxes - Ad Valorem 3,677
- Other 1,250
---------
Total 53,652
---------
Operating Income 6,452
---------
Other Income (Deductions):
Interest Income 162
AFUDC 25
Other 279
Federal Income Tax Expense (216)
---------
Total 250
---------
Income Before Interest Charges 6,702
---------
Interest Charges:
Interest on Long-Term Debt 3,868
Amortization of Debt Expense 74
Other Interest Expense 738
AFUDC (67)
---------
Total 4,613
---------
Income Before Dividends on Preferred Stock
of Subsidiary 2,089
Dividends on Preferred Stock of Subsidiary 22
---------
Net Income $ 2,067
=========
Average Number of Shares Outstanding 2,960,477
Earnings Per Share of Common Stock $ 0.70
</TABLE>
Exhibit A
Page 2 of 11
UPPER PENINSULA ENERGY CORPORATION
FINANCIAL STATEMENTS - YEAR ENDED DECEMBER 31, 1997
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
------------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Balance at December 31, 1996 $21,581
Net Income 2,067
-------
Total 23,648
Less Common Dividends - $1.28 per share 3,794
-------
Balance at December 31, 1997 $19,854
=======
</TABLE>
Exhibit A
Page 3 of 11
UPPER PENINSULA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
ASSETS
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
UTILITY PLANT:
Utility Plant in Service $178,943
Less Accumulated Deprec and Amortization 80,993
--------
Net Plant in Service 97,950
Construction Work in Progress 4,510
--------
Net Utility Plant 102,460
--------
OTHER PROPERTY 11,387
--------
CURRENT ASSETS:
Cash and Cash Equivalents 2,071
Accounts Receivable:
Electric (Less allow for doubtful
accounts of $70) 4,300
Other 3,215
Revenue Receivable - Power Supply Cost
Recovery - Net 876 Inventories-at average cost:
Materials and Supplies 1,968
Fuel 286
Prepayments 279
Accrued Ad Valorem Taxes 3,867
Deferred Federal Income Taxes 642
--------
Total 17,504
--------
DEFERRED DEBITS AND OTHER ASSETS:
Unamortized Debt Expense 466
Other Deferred Debits 5,027
--------
Total 5,493
--------
TOTAL ASSETS $136,844
========
</TABLE>
Exhibit A
Page 4 of 11
UPPER PENINSULA ENERGY CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
CAPITALIZATION & LIABILITIES
------------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
CAPITALIZATION:
Paid-In Capital $ 21,087
Retained Earnings 19,854
--------
Total Common Equity 40,941
Redeemable Preferred Stock 445
Long-Term Debt, less current maturities 43,007
--------
Total Capitalization 84,393
--------
CURRENT LIABILITIES:
Long-Term Debt Due within One Year 260
Notes Payable 9,500
Accounts Payable 4,096
Accrued Accounts:
Taxes-Ad Valorem 6,488
-Other 112
Wages and Benefits 2,875
Interest 910
Dividends 4
--------
Total 24,245
--------
DEFERRED CREDITS:
Deferred Federal Income Taxes 6,035
Unamortized Investment Tax Credit 2,560
Customer Advances for Construction 1,895
Accrued Pension 3,590
Regulatory Liabilities 6,208
Post Retirement Health & Life 5,229
Other 2,689
--------
Total 28,206
--------
COMMITMENTS AND CONTINGENCIES
--------
TOTAL CAPITALIZATION & LIABILITIES $136,844
========
</TABLE>
Exhibit A
Page 5 of 11
UPPER PENINSULA POWER COMPANY
FINANCIAL STATEMENTS - YEAR ENDED DECEMBER 31, 1997
INCOME STATEMENT
------------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Operating Revenues $60,202
-------
Operating Expenses:
Operation-Power Supply Costs 21,128
-Other 16,277
Maintenance 2,664
Depreciation and Amortization 5,738
Federal Income Tax Expense 2,002
Taxes Other Than Federal Income Taxes
- Ad Valorem 3,557
- Other 1,250
-------
Total 52,616
-------
Operating Income 7,586
-------
Other Income (Deductions):
Interest Income 211
AFUDC 25
Other 301
Federal Income Tax Expense (160)
-------
Total 377
-------
Income Before Interest Charges 7,963
-------
Interest Charges:
Interest on Long-Term Debt 3,487
Amortization of Debt Expense 66
Other Interest Expense 738
AFUDC (67)
-------
Total 4,224
-------
Net Income $ 3,739
=======
STATEMENT OF RETAINED EARNINGS
Balance at December 31, 1996 $18,539
Net Income 3,739
-------
Total 22,278
Dividends:
Preferred 22
Common 3,796
-----
Total Dividends 3,818
-------
Balance at December 31, 1997 $18,460
=======
</TABLE>
Exhibit A
Page 6 of 11
UPPER PENINSULA POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
------------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
UTILITY PLANT:
Utility Plant in Service $178,944
Less Accumulated Deprec and Amortization 80,994
--------
Net Plant in Service 97,950
Construction Work In Progress 4,510
--------
Net Utility Plant 102,460
--------
OTHER PROPERTY 5,799
--------
CURRENT ASSETS:
Cash and Cash Equivalents 1,011
Accounts Receivable:
Electric (less allow for doubtful accounts
of $70) 4,300
Other 5,543
Revenue Receivable - Power Supply Cost
Recovery - Net 876 Inventories-at average cost:
Materials and Supplies 1,967
Fuel 286
Prepayments 279
Accrued Ad Valorem Taxes 3,761
Deferred Federal Income Taxes 642
--------
Total 18,665
--------
DEFERRED DEBITS and OTHER ASSETS:
Unamortized Debt Expense 347
Other Deferred Debits 4,969
--------
Total 5,316
--------
TOTAL ASSETS $132,240
========
</TABLE>
Exhibit A
Page 7 of 11
UPPER PENINSULA POWER COMPANY
BALANCE SHEET
DECEMBER 31, 1997
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 18,460
--------
Total Common Equity 40,283
Redeemable Preferred Stock 445
Long-Term Debt, less current maturities 38,970
--------
Total Capitalization 79,698
--------
CURRENT LIABILITIES:
Long-Term Debt Due Within One Year 260
Notes Payable 9,500
Accounts Payable 4,136
Accrued Accounts:
Taxes-Ad Valorem 6,488
-Other 447
Wages and Benefits 2,875
Interest 848
Dividends 4
--------
Total 24,558
--------
DEFERRED CREDITS:
Deferred Federal Income Taxes 5,814
Unamort Investment Tax Credit 2,560
Customer Advances for Construction 1,895
Accrued Pension 3,590
Regulatory Liabilities 6,208
Postretirement Health & Life 5,229
Other 2,688
--------
Total 27,984
--------
TOTAL CAPITALIZATION & LIABILITIES $132,240
========
</TABLE>
Exhibit A
Page 8 of 11
UPPER PENINSULA BUILDING DEVELOPMENT COMPANY
FINANCIAL STATEMENTS - YEAR ENDED DECEMBER 31, 1997
INCOME STATEMENT
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Operating Revenues $1,052
------
Operating Expenses:
Operation 11
Depreciation and Amortization 151
Taxes Other Than Income Taxes - Ad Valorem 114
Federal Income Tax Expense 132
------
Total 408
------
Operating Income 644
------
Other Income (Deductions) 24
------
Income Before Interest Charges 668
------
Interest Charges:
Interest on Long-Term Debt 381
Amortization of Debt Expense 8
------
Total 389
------
Net Income $ 279
======
STATEMENT OF RETAINED EARNINGS
Balance at December 31, 1996 307
Net Income 279
------
Balance at December 31, 1997 $ 586
======
</TABLE>
Exhibit A
Page 9 of 11
UPPER PENINSULA BUILDING DEVELOPMENT COMPANY
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
FIXED ASSETS:
Office Building $6,021
Less Accumulated Depreciation 1,038
------
4,983
Land 47
------
Total 5,030
------
CURRENT ASSETS:
Cash and Cash Equivalents 1,033
Accounts Receivable-Associated Companies 39
Prepayments 106
------
Total 1,178
------
DEFERRED DEBITS and OTHER ASSETS:
Unamortized Debt Expense 119
Initial Direct Costs-Lease 10
------
Total 129
------
TOTAL ASSETS $6,337
======
CAPITALIZATION & LIABILITIES
-----------------------------
CAPITALIZATION:
Paid-In Capital $1,214
Retained Earnings 586
------
Total Common Equity 1,800
Long Term Debt, less current maturities 3,887
------
Total Capitalization 5,687
------
CURRENT LIABILITIES:
Long Term Debt Due Within One Year 150
Accounts Payable-Associated Companies 28
Taxes - Ad Valorem 154
Taxes - Federal Income 35
Interest 62
Deferred Federal Income Taxes 221
------
Total 650
------
TOTAL CAPITALIZATION & LIABILITIES $6,337
======
</TABLE>
Exhibit A
Page 10 of 11
PENVEST, INCORPORATED
DECEMBER 31, 1997
INCOME STATEMENT
-----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Operating Revenues $ 17
------
Operating Expenses:
Operation 49
Depreciation and Amortization 1
Taxes Other Than Income Taxes - Ad Valorem 1
Federal Income Tax Expense 21
------
Total 72
------
Operating Income $ (55)
Interest Income 92
------
Net Income 37
======
STATEMENT OF RETAINED EARNINGS
Balance at December 31, 1996 $ (30)
Net Income - Loss 37
------
Balance at December 31, 1997 $ 7
======
</TABLE>
Exhibit A
Page 11 of 11
PENVEST, INCORPORATED
DECEMBER 31, 1997
BALANCE SHEET
ASSETS
----------------------------
<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
FIXED ASSETS:
Communication Link $ 40
Less Accumulated Depreciation 2
------
Total 38
CURRENT ASSETS:
Cash 8
Accounts Receivable 2
------
Total 10
------
OTHER ASSETS:
Note Receivable - Sawyer Lumber Company 2,393
Other Investments 181
------
2,574
------
TOTAL ASSETS $2,622
======
CAPITALIZATION & LIABILITIES
---------------------------
CAPITALIZATION:
Paid-In Capital $2,550
Retained Earnings 7
------
Total Capitalization 2,557
CURRENT LIABILITIES:
Accounts Payable 45
Taxes - Federal Income 20
------
Total 65
------
TOTAL CAPITALIZATION & LIABILITIES $2,622
======
</TABLE>
-6-
EXHIBIT B
---------
FINANCIAL DATA SCHEDULE
[ARTICLE] UT
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[BOOK-VALUE] PER-BOOK
[TOTAL-NET-UTILITY-PLANT] 102,460
[OTHER-PROPERTY-AND-INVEST] 11,387
[TOTAL-CURRENT-ASSETS] 17,504
[TOTAL-DEFERRED-CHARGES] 5,493
[OTHER-ASSETS] 0
[TOTAL-ASSETS] 136,844
[COMMON] 0
[CAPITAL-SURPLUS-PAID-IN] 21,087
[RETAINED-EARNINGS] 19,854
[TOTAL-COMMON-STOCKHOLDERS-EQ] 40,941
[PREFERRED-MANDATORY] 445
[PREFERRED] 0
[LONG-TERM-DEBT-NET] 43,007
[SHORT-TERM-NOTES] 9,500
[LONG-TERM-NOTES-PAYABLE] 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0
[LONG-TERM-DEBT-CURRENT-PORT] 260
[PREFERRED-STOCK-CURRENT] 0
[CAPITAL-LEASE-OBLIGATIONS] 0
[LEASES-CURRENT] 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] 42,691
[TOT-CAPITALIZATION-AND-LIAB] 136,844
[GROSS-OPERATING-REVENUE] 60,104
[INCOME-TAX-EXPENSE] 1,620
[OTHER-OPERATING-EXPENSES] 52,032
[TOTAL-OPERATING-EXPENSES] 53,652
[OPERATING-INCOME-LOSS] 6,452
[OTHER-INCOME-NET] 250
[INCOME-BEFORE-INTEREST-EXPEN] 6,702
[TOTAL-INTEREST-EXPENSE] 4,613
[NET-INCOME] 2,089
[PREFERRED-STOCK-DIVIDENDS] 22
[EARNINGS-AVAILABLE-FOR-COMM] 2,067
[COMMON-STOCK-DIVIDENDS] 3,794
[TOTAL-INTEREST-ON-BONDS] 3,868
[CASH-FLOW-OPERATIONS] 6,592
[EPS-PRIMARY] 0.70
[EPS-DILUTED] 0.70
</TABLE>
-7-
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, 1998.
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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