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:
A. Limited partnership interests in low income housing
developments (or projects) as follows:
a. 50.0% in Multihousing I, II, III and IV,
located in three small communities in the Des
Moines, Iowa 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,
j. 99.0% in Martin Lamplighter, which owns various
properties
located in communities in Illinois and 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. 50.0% general partnership interest in SIRO, an
equipment lessor, located in Evansville, Indiana,
G. 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,
H. 9.4% limited partnership interest in Nursing Home
Partners I, which owns two nursing homes located in
southwestern Indiana,
I. 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,
J. 50% interest in Old Post Office Place Inc., an
Indiana corporation, located in Evansville,
Indiana, the General Partner for the limited
partnership which formerly owned the Old Post
Office Development Project in downtown Evansville,
Indiana,
K. 100% interest in Southern Indiana Investments
Corporation, an Indiana corporation, located in
Evansville, Indiana, engaged in making mortgage
loans on commercial real estate,
L. 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,
M. 100% of the beneficial interest in a Grantor Trust
which owns and leases railroad cars to Nederlandse
Spoorwegon (Dutch Rail), a Dutch Corporation,
located in Utrecht, Holland, engaged in rail
transportation throughout the Netherlands,
N. 0.8% limited partnership interest in Ridgewood
Electric Power Trust II which owns and operates
small cogeneration facilities in several different
locales in the United States,
O. 0.3% limited partnership interest in Growth Hotel
Investors II which owns and operates Fairfield Inns
in several different locales located throughout the
United States.
On December 22, 1986, the Company acquired approx-
imately 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.
In April 1994 the Company formed Energy Systems Group,
Inc. ("ESGI"), an Indiana corporation, as a wholly-owned
subsidiary. ESGI provides equipment, lighting and related
energy management design services to industrial and
commercial customers. ESGI is located in Evansville,
Indiana.
In May 1994 the Company formed Southern Indiana
Minerals, Inc. ("SIMI"), an Indiana corporation, as a
wholly-owned subsidiary. SIMI processes and markets coal
combustion by-products. SIMI is located in Evansville,
Indiana.
On June 30, 1994, the Company acquired Lincoln Natural
Gas Company, Inc. ("LNG"), an Indiana corporation, a small
gas distribution company serving 1,368 customers in the
Rockport, Indiana area. LNG's service territory is
contiguous to the Company's eastern gas service territory
boundary and is within the Company's existing electric
service territory.
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 798
circuit miles of 138,000, 69,000 and 36,000 volt lines. The
transmission system also includes 26 substations with an
installed capacity of 3,870,349 kilovolt amperes. The
electric distribution system includes 3,175 pole miles of
lower voltage overhead lines and 186 trench miles of conduit
containing 1,046 miles of underground distribution cables.
The distribution system also includes 87 distribution
substations with an installed capacity of 1,493,422 kilovolt
amperes and 45,644 distribution transformers with an
installed capacity of 1,805,318 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 2,263 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 5,815
natural gas customers consisting of residential, commercial,
industrial and public authority classes of service. Its gas
distribution system includes approximately 411 miles of
distribution mains. Community has no underground gas
storage facilities.
LNG is a small gas utility that is contiguous to the
Company's eastern gas service territory boundary. LNG has
1,368 natural gas customers consisting of residential,
commercial and industrial classes of service. Its gas
distribution system includes approximately 57 miles of
distribution mains. LNG has no underground gas storage
facilities.
3. For the year ended December 31, 1994, the Company's
retail and wholesale electric sales totaled 5,566,309,913
kWh, while its retail and transported gas sales totaled
26,975,104 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 29,798,000 kWh
to utilities located in Kentucky and Ohio. The Company had
no gas wholesale sales outside of Indiana, or at the state
line. During 1994, the Company purchased 86,133,000 kWh of
power from utilities located in Kentucky and Ohio. For the
year ended December 31, 1994, the Company's retail gas sales
totaled 15,390,566 Dth and 11,584,538 Dth of gas was
transported for end users for a total gas sold and
transported of 26,975,104 Dth, all of which was distributed
within the State of Indiana. For this same period, the
Company had no gas wholesale sales. In 1994, the Company
purchased for its system supply 15,554,557 Dth of natural
gas, 100% of its requirements, from twenty-one spot market
gas suppliers.
For the year ended December 31, 1994, Community's
retail gas sales totaled 762,251 Dth, and 93,808 Dth of gas
was transported for end users for a total gas sold and
transported of 856,059 Dth, all of which was distributed
within the State of Indiana. For this same period,
Community had no gas wholesale sales. In 1994, Community
received for its system supply 770,374 Dth of natural gas
from its four traditional pipeline suppliers, Texas Gas
Transmission Corporation, Texas Eastern Corporation, ANR
Pipeline and Midwest Gas. The gas purchased for its system
was purchased through a broker.
For the year ended December 31, 1994, LNG's retail gas
sales totaled 165,011Dth and 163,574 Dth of gas was
transported for end users for a total of 328,585 Dth, all of
which was distributed within the State of Indiana. For the
same period, LNG had no gas wholesale sales. In 1994, LNG
purchased for its system supply 162,447 Dth of natural gas.
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 companies) for
the year ended December 31, 1994, together with a
consolidating balance sheet of the Company (and its
subsidiary companies) 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 24th day of February, 1995.
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/ L. K. Tiemann
L. K. Tiemann
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
<PAGE>
EXHIBIT A
<TABLE> SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Consolidating Trial Balance
For Twelve Months Ending December 31, 1994
<CAPTION>
Adjustments & Eliminations
SIGECO SIPI SIMI ESGI LNG Debits Credits Total
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Utility Plant at cost:
Electric 907,591 907,591
Gas 114,159 - - - 792 114,951
Accumulated
Depreciation (456,543) - - - (379) (456,922)
Cwip 112,316 112,316
Investment in
Subsidiaries 32,128 - - - - - 32,128 -
Investments in
leveraged leases - 34,746 - - - 34,746
Investments in
partnerships - 23,411 - - - 23,411
Funds held by
Trustee 10,526 10,526
Nonutility
property & other 2,198 9,563 658 364 - 12,783
Cash and cash
equivalents 1,932 3,843 61 111 95 - - 6,042
Cash - Restricted - - - - - 22,018 - 22,018
Temporary
investments - 5,620 - - - - 176 5,444
Receivables, net 26,357 112 287 131 - 1,305 25,582
Notes receivable
from assoc. co. 10 1,197 - - - - 1,207 -
Inventories 46,352 - - - 89 46,441
Coal contract
settlement 7,685 7,685
Other current assets 2,334 - 4 16 1 2,355
Unamortized prem.
on reacq. debt 6,621 6,621
Post-retire. ben. oblig.
oth. than pensions 6,708 1,303 - 8,011
Demand side
management program 11,530 11,530
Other deferred
charges 14,007 400 - - - 1,702 - 16,109
845,911 78,892 723 778 729 917,240
SHAREHOLDERS' EQUITY AND LIABILITIES
Common Stock (102,798) (1,000) (1) (1) (107) 1,109 - (102,798)
Additional
paid-in capital - (14,200) (960) (499) - 15,659 - -
Retained Earnings (218,424) (15,549) 148 299 (364) 15,913 447 (218,424)
Unrealized loss
on debt and
equity sec. - 106 106
Treasury stock 24,540 24,540
Cumulative nonred.
preferred stock (11,090) (11,090)
Cumulative
redeemable
preferred stock (7,500) (7,500)
Cumulative special
preferred stock (1,015) (1,015)
Long-term debt
less current mat. (259,764) (4,346) (264,110)
Long-term
Partnership
Obligations - (9,507) (9,507)
Current por. of
adj. rate
p. c. bonds (31,500) (31,500)
Notes payable (22,000) - - - (70) 10 - (22,060)
Maturing long-
term debt (5,095) (2,708) (7,803)
Maturing Partnership
Obligations - (3,374) (3,374)
Accounts payable (34,769) (30) - (282) (102) (35,183)
Notes payable
to Assoc. Company - -
Dividends payable (125) (125)
Accrued taxes (8,637) 353 90 154 (8) 1,199 - (6,849)
Accrued interest (4,591) (8) - - - - - (4,599)
Refunds to customers (14,835) - - - (9) (14,844)
Accrued coal
liability - 22,018 (22,018)
Other accrued
liabilities (15,799) (22) - (449) (69) (16,339)
Accumulated deferred
income taxes (92,039) (28,607) - - - 70 - (120,576)
Accumulated
deferred ITC (24,702) (24,702)
Regulatory liability -
FAS 109 (4,052) (4,052)
Post-retire. ben. oblig.
oth. than pensions (8,384) (8,384)
Other (3,332) - - 1,702 (5,034)
(845,911) (78,892) (723) (778) (729) (917,240)
INCOME STATEMENT
Operating Revenues
Electric (260,936) (260,936)
Gas (68,151) 948 (69,099)
Fuel for electric
generation 83,382 83,382
Purchased
electric energy 5,489 5,489
Cost of gas sold 41,678 641 42,319
Other 48,685 226 48,911
Maintenance 30,237 118 30,355
Depreciation and
amortization 37,683 22 37,705
Federal and state
inc. tax. 19,320 18 19,302
Property and
other taxes 10,184 21 10,205
AFUDC (other) (3,972) (3,972)
Interest (411) 577 (988)
Other, net (2,675) 66 76 (2,685)
Interest on
long-term debt 18,604 18,604
Amort. of prem., disc.
& exp on debt 852 852
Other interest 1,064 525 1,589
AFUDC (borrowed) (2,058) (2,058)
NET INCOME (41,025) - - - 60,602 60,602 (41,025)
</TABLE>
<PAGE>
EXHIBIT B
Item No. Caption Heading
1. Total Assets $917,240
2. Total Operating Revenues 330,035
3. Net Income 41,024
