FORM U-3A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
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
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
hereby files with the Securities and Exchange Commission pursuant to Rule 2
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935, and submits the following
information:
1. Southern Indiana Gas and Electric Company (the "Company") is
an operating public utility incorporated on June 10, 1912 under the laws of
the State of Indiana. The Company is located in Evansville, Indiana and is
engaged in the generation, transmission, distribution and sale of electricity
and the purchase, transportation, distribution and sale of natural gas in
southwestern Indiana.
In January 1986 the Company formed Southern Indiana Properties,
Inc. ("Properties"), an Indiana corporation, as a wholly-owned subsidiary.
Properties owns and manages certain investment properties. Properties is
located in Evansville, Indiana. Properties has interests in the following
companies:
A. Limited partnership interests in low income housing as follows:
a. 50.0% in Multihousing I, II, III and IV, located in three
small communities in the Des Moines area,
b. 99.0% in House Investments - Martz Tax Credit Fund I, located
in four small communities in the Ft. Wayne, Indiana area,
c. 82.0% in House Investments - Martz Tax Credit Fund II, located
in four small communities in northwestern Ohio,
d. 99.0% in Prestwick Square, located in Marion, Indiana,
e. 95.0% in Pleasant View Housing, located in Hanover, Indiana,
f. 50.0% in Paragus I, located in Indianapolis, Indiana,
g. 50.0% in Paragus II, located in Shelbyville, Indiana,
h. 99.0% in Lafayette Housing Associates, located in Lafayette,
Indiana,
i. 88.3% in Bradford Run, located in Kokomo, Indiana,
B. 66.7% limited partnership interest in Merrillville Motel
Association, located in Merrillville, Indiana, which owns a Lees
Inn located on Interstate 65, Merrillville, Indiana,
C. .25% limited partnership interest in Boston Financial Qualified, an
investment fund in connection with Boston Housing III, located in
Boston, Massachusetts, which invests in low income housing projects
nationwide,
D. 33.0% limited partnership interest in Richmond Motel Associates,
which owns a Lees Inn located on Interstate 70, Richmond, Indiana,
E. 36.0% limited partnership interest in Kankakee Motel Association,
which owns a Lees Inn in Kankakee, Illinois,
F. 99.0% limited partnership interest in Martin Lamplighter, which
owns various properties located in communities in Illinois and
Indiana,
G. 50.0% general partnership interest in SIRO, an equipment lessor,
located in Evansville, Indiana,
H. 19.5% limited partnership interest in Garden Spot and Ohio, which
owns a short line railroad running from Browns, Illinois to
Henderson, Kentucky, passing through Evansville, Indiana,
I. 9.4% limited partnership interest in Nursing Home Partners I, which
owns two nursing homes located in southwestern Indiana,
J. 100% interest in Southwest Lease Capital, Inc., an Indiana
corporation, located in Evansville, Indiana which owns a
100.0% interest in Southern Indiana Joint Ventures, Inc., a
Delaware corporation, located in Evansville, Indiana, which
was organized to provide a vehicle to enter into leveraged
lease transactions on a joint venture basis with its minority
stockholder. Southern Indiana Joint Ventures, Inc. owns a 100%
interest in the following companies:
a. MCN Equities, Inc., a Delaware corporation, located
in Evansville, Indiana, which owns an office
building located in Lombard, Illinois,
b. Joint Ventures Affiliated, Inc., an Indiana
corporation, located in Evansville, Indiana, which
owns a 6-1/2% interest in a paper mill, located in
Duluth, Minnesota,
c. Joint Ventures Affiliated II, Inc., an Indiana
corporation, located in Evansville, Indiana, which
owns a 9.3% interest in a pump storage reservoir,
located in New Jersey,
K. 50% interest in Old Post Office Place Inc., an Indiana corporation,
located in Evansville, Indiana, the General Partner for the limited
partnership which owns the Old Post Office Development Project in
downtown Evansville, Indiana,
L. 100% interest in Southern Indiana Investments Corporation, an
Indiana corporation, located in Evansville, Indiana, engaged in
making mortgage loans on commercial real estate,
M. 100% interest in Southwestern Indiana Hospitality, Inc., an Indiana
corporation, located in Evansville, Indiana, engaged in investments
in project debt of corporate entities, presently Lees Inns of
America,
N. 15.0% interest in Nederlandse Spoorwegen (Dutch Rail), a Dutch
corporation, located in Utrecht, Holland, engaged in rail
transportation throughout the Netherlands.
On December 22,1986, the Company acquired approximately 33% of the
outstanding common stock of Community Natural Gas Company, Inc.
("Community"), an Indiana corporation, which is a small Indiana gas
distribution company with offices in Mt. Carmel, Illinois. Community conducts
its business in southwestern Indiana.
Subject to various approvals, including approval under the Public
Utility Holding Act of 1935, the Company has agreed to acquire Lincoln
Natural Gas Company, Inc., a small gas distribution company serving customers
in the Rockport, Indiana area. An application on Form U-1 is being prepared
but has not yet been filed.
2. The principal generating facilities of the Company include the
Culley Station with 388,000 kW of capacity and Warrick Unit No. 4 with
135,000 kW of capacity, both located in Warrick County near Yankeetown,
Indiana; and the A.B. Brown Station with 500,000 kW of capacity, located in
Posey County about eight miles east of Mt. Vernon, Indiana. These facilities
include six coal-fired generating units and have a combined generating
capacity of 1,023,000 kW.
The Company's Broadway Gas Turbine Units, with a capacity of
115,000 kW, are located in Evansville, Vanderburgh County, Indiana. This
generating facility is equipped to burn oil and/or natural gas. These units
generally are used only for reserve, peaking or emergency purposes due to the
higher unit cost per kilowatt hour of generation when using oil or gas as
fuel.
The Company's Brown Gas Turbine I, with capacity of 80,000 MW, is
located at the A.B. Brown Station. The unit is fueled by natural gas,
although fuel oil can also be used if gas is unavailable. The main function
of the gas turbine is generating adequate power during times of peak demand.
However, it will also assist in maintaining voltage support on the west end
of the system, and it can be used to "black start" the Brown plant if a
catastrophe should cause a partial or total system blackout.
The Company also owns two gas fired turbine generating units with a
capacity of 20,000 kW, which are used for peaking and emergency purposes
only. These units are known as the Northeast Gas Turbine Units and are
located northeast of Evansville, in Vanderburgh County, Indiana.
The Company's transmission system consists of 871 circuit miles of
138,000, 69,000 and 36,000 volt lines. The transmission system also includes
26 substations with an installed capacity of 3,874,724 kilovolt amperes. The
electric distribution system includes 3,176 pole miles of lower voltage
overhead lines and 180 trench miles of conduit containing 987 miles of
underground distribution cables. The distribution system also includes 86
distribution substations with an installed capacity of 1,306,508 kilovolt
amperes and 45,057 distribution transformers with an installed capacity of
1,771,152 kilovolt amperes.
The Company owns and operates three underground gas storage fields
with an estimated ready delivery from storage capability of 3.8 billion cubic
feet of gas. The Oliver Field, in service since 1954, is located in Posey
County, Indiana, about 13 miles west of Evansville; the Midway Field, in
service since 1966, is located in Spencer County, Indiana, about 20 miles
east of Evansville near Richland, Indiana; and, the Monroe City Field, in
service since 1958, is located 10 miles east of Vincennes, Indiana.
The Company's gas transmission system includes 324 miles of
transmission mains, and the gas distribution system includes 2,196 miles of
distribution mains.
The only utility property the Company owns outside of Indiana is
approximately eight miles of 138,000 volt electric transmission line which is
located in Kentucky and which interconnects with Louisville Gas and Electric
Company's transmission system at Cloverport, Kentucky.
Community is a small gas utility that has several noncontiguous
service territories in southwestern Indiana. Much of its service territory is
adjacent to or near the gas service territory of the Company. Community has
approximately 5,604 natural gas customers consisting of residential,
commercial, industrial and public authority classes of service. Its gas
distribution system includes approximately 339 miles of distribution mains.
Community has no underground gas storage facilities.
3. For the year ended December 31,1993, the Company's retail and
wholesale electric sales totaled 5,454,990,508 kWh, while its retail and
transported gas sales totaled 28,193,812 Dth. The Company has no electric or
gas retail sales outside the State of Indiana. For this same period, the
Company had wholesale electric sales of 12,725,000 kWh to utilities located
in Kentucky and Ohio. The Company had no gas wholesale sales outside of
Indiana, or at the state line. During 1993, the Company purchased 266,871,000
kWh of power from utilities located in Kentucky and Ohio. For the year ended
December 31,1993, the Company's retail gas sales totaled 16,823,270 Dth and
11,370,542 Dth of transported gas for end users for a total gas sold and
transported of 28,193,812 Dth, all of which was distributed within the State
of Indiana. For this same period, the Company had no gas wholesale sales. In
1993, the Company purchased for its system supply 5,066,547 Dth of natural
gas from Texas Gas Transmission Corporation and Texas Eastern Corporation,
its traditional or contract suppliers, and 12,203,868 Dth from twenty-two
spot market gas suppliers.
For the year ended December 31,1993, Community's retail gas sales
totaled 775,112 Dth and 87,730 Dth of transported gas for end users for a
total gas sold and transported of 862,842 Dth, all of which was distributed
within the State of Indiana. For this same period, Community had no gas
wholesale sales. In 1993, Community purchased for its system supply 219,384
Dth of natural gas from its four traditional or contract suppliers, Texas Gas
Transmission Corporation, Texas Eastern Corporation, ANR Pipeline and Midwest
Gas, and 575,435 Dth from six spot market gas suppliers.
4. The Company does not hold any interest in an exempt wholesale
generator or foreign utility company.
Exhibit A: Consolidating statement of income and surplus of the
Company (and its subsidiary company) for the year ended December 31, 1993,
together with a consolidating balance sheet of the Company (and its
subsidiary company) as of the close of such calendar year.
Exhibit B: Financial data schedule.
The above named Company has caused this statement to be duly
executed on its behalf by its authorized officer on this 25th day of
February, 1994.
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
By /s/ A.E. Goebel
---------------------------------------
A.E. Goebel
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
ATTEST:
/s/ G.C. Griepenstroh
- ----------------------------
G.C. Griepenstroh
Assistant Secretary
The name, title and address of the officer to whom notice and correspondence
concerning this statement should be addressed is:
A.E. Goebel
Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
Southern Indiana Gas and Electric Company
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
EXHIBIT A
_________
<TABLE>
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Consolidating Trial Balance
For Twelve Months Ending December 31, 1993
01/25/94
<CAPTION>
Adjustments & Eliminations
--------------------------
SIGECO SIPI Debits Credits Total
-------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Utility Plant at cost:
Electric 879,475,583.34 879,475,583.34
Gas 107,100,140.84 107,100,140.84
Accumulated Depreciation (423,730,028.50) (423,730,028.50)
Cwip 72,615,109.87 72,615,109.87
Investment in SIPI 27,375,521.88 27,375,521.88 (A) --
Investments in leveraged leases -- 34,923,746.22 34,923,746.22
Investments in partnerships -- 25,022,520.12 25,022,520.12
Funds held by Trustee 22,613,443.93 22,613,443.93
Nonutility property & other 1,740,097.92 6,257,184.42 7,997,292.34
Cash and cash equivalents 2,318,747.09 3,621,804.74 184,477.27 (D) 5,756,074.56
Cash - Restricted -- -- 8,749,049.32 (I) 8,749,049.32
Temporary investments 1,470.00 6,540,032.48 1,470.00 (H) 6,540,032.48
Receivables, net 28,941,415.57 17,737.90 1,470.00 (H) 600,986.30 (E & K) 29,359,637.17
Notes receivable from assoc. co. -- 807,887.24 -- 807,887.24 (G) --
Fuel (coal and oil) 14,533,424.91 14,533,424.91
Materials and supplies 13,720,174.69 13,720,174.69
Gas in underground storage 9,936,059.26 9,936,059.26
Other current assets 2,317,388.42 717,932.23 11,175.05 (J) 3,046,475.70
Unamortized def. return on ABB #2 -- --
Unamortized prem. on reacq. debt 7,100,095.65 7,100,095.65
Post-retire. ben. oblig. oth.
than pensions 3,537,387.49 599,155.96 (K) 11,175.05 (J) 4,125,368.40
Coal contract settlement 13,295,475.78 13,295,475.78
Other deferred charges 18,843,094.83 -- 18,843,094.83
-------------- ------------- --------------
801,734,582.95 77,908,855.35 860,022,770.91
============== ============= ==============
SHAREHOLDERS' EQUITY
AND LIABILITIES
Common Stock (102,691,493.38) (1,000,000.00) 1,000,000.00 (A) (102,691,493.38)
Additional paid-in capital (14,200,000.00) 14,200,000.00 (A) --
Retained Earnings (204,058,156.42) (12,175,521.86) 12,175,521.86 (A) (204,058,156.42)
Treasury stock 24,540,080.00 24,540,080.00
Cumulative preferred stock (18,589,500.00) (18,589,500.00)
Cumulative special preferred
stock (1,015,000.00) (1,015,000.00)
Long-term debt less current mat. (254,837,341.27) (6,262,540.37) (261,099,881.64)
Long-term Partnership Obligations -- (12,881,054.00) (12,881,054.00)
Current por. of adj. rate
p.c. bonds (41,475,000.00) (41,475,000.00)
Notes payable (11,000,000.00) (11,000,000.00)
Maturing long-term debt (100,000.00) (663,018.35) (763,018.35)
Maturing Partnership Obligations -- (3,849,200.00) (3,849,200.00)
Accounts payable (33,918,764.01) (18,194.13) 184,477.27 (D) (33,752,480.87)
Notes payable to Assoc. Company -- --
Dividends payable (135,642.96) (E & G) (135,642.96)
Accrued taxes (8,980,141.29) 239,227.38 809,717.58 -- (7,931,196.33)
Accrued interest (4,510,688.68) (6,190.48) (4,516,879.16)
Refunds to customers (3,397,708.01) (3,397,708.01)
Other accrued liabilities (10,011,500.40) (28,844.82) 8,748,048.32 (I) (18,789,394.54)
Accumulated deferred income taxes (90,203,702.00) (27,063,518.72) (117,267,220.72)
Accumulated deferred ITC (28,548,529.81) (26,548,529.81)
Regulatory liability - FAS 109 (7,197,290.00) (7,197,290.00)
Post-retire. ban. oblig. oth.
than pensions (4,125,369.00) (4,125,369.00)
Other (3,478,835.72) -- (3,478,835.72)
---------------- --------------- ----------------
(801,734,582.95) (77,908,855.35) (860,022,770.91)
================ =============== ================
INCOME STATEMENT
Operating Revenues
Electric (258,405,120.72) (258,405,120.72)
Gas (70,116,009.63) (70,116,009.83)
Fuel for electric generation 81,080,107.97 81,080,107.97
Purchased electric energy 9,347,518.26 9,347,518.26
Cost of gas sold 50,544,488.63 50,544,488.63
Other 40,491,999.74 48,531.96 (C) 40,540,531.70
Maintenance 26,655,069.86 26,655,069.86
Depreciation and amortization 36,938,790.00 36,938,790.00
Federal and state inc. tax. 18,343,177.00 18,405.75 (F) 18,324,771.25
Property and other taxes 13,447,343.81 13,447,343.81
AFUDC (other) (3,092,028.83) (3,092,028.83)
Interest (498,355.55) 421,229.06 (B) (919,584.61)
Other, net (2,549,991.20) 68,154.41 48,531.96 (2,530,368.75)
Interest on long-term debt 18,437,307.16 (B & F) (C) 18,437,307.16
Amort of prem., disc. & exp on debt 772,761.24 772,761.24
Other interest 375,096.73 371,480.40 (B) 746,577.13
AFUDC (borrowed) (1,425,468.84) (1,425,468.84)
--------------- ------------- ------------- ------------- ---------------
NET INCOME (39,653,314.37) -- 38,218,733.81 38,218,733.81 (39,653,314.37)
=============== ============= ============= ============= ===============
</TABLE>
EXHIBIT B
Item No. Caption Heading
1. Total Assets $860,022,770.91
2. Total Operating Revenues 328,521,130.35
3. Net Income 39,653,314.37
