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
SIGCORP, Inc.
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. SIGCORP, Inc. ("SIGCORP") is an investor-owned holding company
formed in 1995 under the laws of the State of Indiana by Southern
Indiana Gas and Electric Company ("SIGECO"), a combination gas and
electric utility. On January 1, 1996, SIGCORP became the parent of
SIGECO, pursuant to a corporate reorganization plan and also became the
parent of nonutility subsidiaries formerly owned by SIGECO. SIGCORP is
located in Evansville, Indiana. Its principal subsidiary is SIGECO.
SIGECO serves customers in 10 southwestern Indiana counties. Nonutility
business activities are conducted under separate subsidiaries.
SIGECO 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. SIGECO
owns 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.
In January 1986 SIGECO formed Southern Indiana Properties, Inc.
("SIPI"), an Indiana corporation, as a wholly-owned subsidiary. As of
January 1, 1996, SIPI became a wholly-owned subsidiary of SIGCORP. SIPI
owns and manages certain investment properties. SIPI is located in
Evansville, Indiana and has interests in the following:
A. Limited partnership interest 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. 0.25% 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,
C. 50.0% general partnership interest in SIRO, an equipment
lessor, located in Evansville, Indiana,
D. 9.4% limited partnership interest in Nursing Home Partners I,
which owns two nursing homes located in southwestern Indiana,
E. 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. 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 the beneficial interest in
a Grantor Trust, which owns an office building located in
Lombard, Illinois,
b. Joint Ventures Affiliated II, Inc., an Indiana corporation,
located in Evansville, Indiana, which owns a 9.3% undivided
interest in a Grantor Trust, which owns a pump storage
reservoir, located in New Jersey.
F. 100% interest in Southern Indiana Investments Corporation, an
Indiana corporation, located in Evansville, Indiana, engaged in
making mortgage loans on commercial real estate,
G. 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,
H. 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,
I. 100% of the beneficial interest in a Grantor Trust which owns
and leases a gas fired turbine generator to El Paso Electric
Company.
J. 20.0% interest in Midwest Housing Investments JV which makes
equity investments in affordable housing in primarily the
midwestern United States.
In April 1994 SIGECO formed Energy Systems Group, Inc. ("ESGI"), an
Indiana corporation, as a wholly-owned subsidiary. As of January 1,
1996, ESGI became a wholly-owned subsidiary of SIGCORP. ESGI provides
equipment, lighting and related energy management design services to
industrial and commercial customers. In May 1997, ESGI, IGC Energy (IGC)
and Citizens By-Products Coal Company (Citizens) formed ESG, LLC, an
equally owned limited liability corporation to continue to perform
ESGI's functions. In June 1997, SIGCORP sold two-thirds of its interest
in ESGI to IGC and Citizens, at which time, all of the assets of ESGI to
ESG, LLC.
In May 1994 SIGECO formed Southern Indiana Minerals, Inc. ("SIMI"),
an Indiana corporation, as a wholly-owned subsidiary. As of January 1,
1996, SIMI became a wholly-owned subsidiary of SIGCORP. SIMI processes
and markets coal combustion by-products. SIMI is located in Evansville,
Indiana.
In April 1995 SIGECO formed ComSource, Inc. ("ComSource"), an
Indiana corporation, as a wholly-owned subsidiary. As of January 1,
1996, ComSource became a wholly-owned subsidiary of SIGCORP. ComSource
provides Internet access and other communication services. ComSource is
located in Evansville, Indiana.
In October 1996, SIGCORP formed SIGCORP Energy Services, Inc.
("SES"), an Indiana corporation, as a wholly owned subsidiary. SES
markets natural gas and provides energy management services to
utilities, industrial users and other large volume natural gas users.
SES is located in Evansville, Indiana.
In October 1996, SIGCORP formed SIGCORP Capital, Inc. ("SCI"), an
Indiana corporation, as a wholly owned subsidiary. SCI provides
financing and cash management services for SIGCORP's nonregulated
subsidiaries. SCI is located in Evansville, Indiana.
In December 1996, SIGCORP formed SIGCORP Power Marketing, Inc.
("SPM"), an Indiana corporation, as a wholly owned subsidiary. SPM,
upon receiving regulatory approval, will market electricity to regional
utilities and power marketers. SPM is located in Evansville, Indiana.
In December 1996, SIGCORP formed SIGCORP Fuels, Inc. ("SFI"), an
Indiana corporation, as a wholly owned subsidiary. SFI, upon receiving
regulatory approval, will procure low-cost fuel supplies for SIGECO and
other coal consuming customers. SFI is located in Evansville, Indiana.
In August 1997, SIGCORP Communications Services, Inc (SCSI) was
formed to undertake various telecommunications-related initiatives. SCSI
activities will focus on communication solutions to small and mid-sized
communities.
2. The principal generating facilities of SIGECO include the
Culley Station with 406,000 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 1,041,000 kW.
SIGECO'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.
SIGECO's Brown Gas Turbine I, with capacity of 80,000 kW, 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 to generate adequate power during times
of peak demand. However, it is also used to assist in maintaining
voltage support on the west end of the system, and can be used to "black
start" the Brown plant if a catastrophe should cause a partial or total
system blackout.
SIGECO 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.
SIGECO's transmission system consists of 797 circuit miles of
138,000 and 69,000 volt lines. The transmission system also includes 26
substations with an installed capacity of 3,860,653 kilovolt amperes.
The electric distribution system includes 3,176 pole miles of lower
voltage overhead lines and 194 trench miles of conduit containing 1,110
miles of underground distribution cables. The distribution system also
includes 87 distribution substations with an installed capacity of
1,602,297 kilovolt amperes and 46,140 distribution transformers with an
installed capacity of 1,844,458 kilovolt amperes.
SIGECO 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.
SIGECO's gas transmission system includes 335 miles of transmission
mains, and the gas distribution system includes 2,348 miles of
distribution mains.
The only utility property SIGECO 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 SIGECO.
Community has 6,546 natural gas customers consisting of residential,
commercial, industrial and public authority classes of service. Its gas
distribution system includes approximately 458 miles of distribution
mains. Community has no underground gas storage facilities.
3. For the year ended December 31, 1997, SIGECO's retail and
wholesale electric sales totaled 6,284,528,000 kWh, while its retail and
transported gas sales totaled 29,369,523 Dth. SIGECO has no electric or
gas retail sales outside the State of Indiana. For this same period,
SIGECO had wholesale electric sales of 905,902,000 kWh to utilities and
power marketers located outside the state of Indiana. SIGECO had no
wholesale natural gas sales outside of Indiana, or at the state line.
During 1997, SIGECO purchased 897,802,000 kWh of power from utilities
and power marketers located outside the state of Indiana. For the year
ended December 31, 1997, SIGECO's retail natural gas sales totaled
14,285,464 Dth and 14,544,059 Dth of natural gas was transported for end
users for a total natural gas sold and transported of 29,369,523 Dth,
all of which was distributed within the State of Indiana. For this same
period, SIGECO had no gas wholesale sales. During 1997, SIGECO
purchased for its system supply 16,262,033 Dth of natural gas, 100% of
its requirements, from 40 natural gas suppliers.
For the year ended December 31, 1997, Community's retail gas sales
totaled 948,411 Dth, and no natural gas was transported for end users
resulting in a total gas sold and transported of 948,411 Dth, all of
which was distributed within the State of Indiana. For this same
period, Community had no wholesale natural gas sales. During 1997,
Community received for its system supply 964,059 Dth of natural gas from
its four traditional pipeline suppliers, Texas Gas Transmission
Corporation, Texas Eastern Corporation, ANR Pipeline and Midwestern Gas.
The gas purchased for its system was purchased through a broker.
4. SIGCORP does not hold any interest in an exempt wholesale
generator or foreign utility company.
Exhibit A: Consolidating statement of income and surplus of
SIGCORP (and its subsidiary companies) for the year ended December 31,
1996, together with a consolidating balance sheet of SIGCORP (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 27th day of
February, 1998.
SIGCORP,
Inc.
By
T. L. Burke
Secretary and Treasurer
ATTEST:
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:
T. L. Burke
Secretary and Treasurer
SIGCORP, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
Exhibit A
<TABLE>
Page 1 of 6
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Consolidating Trial Balance
For Twelve Months Ending December 31, 1997
<CAPTION>
SIGECO SIPI SIMI ESG SESI Cmsrc SCI
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Utility Plant
Electric 1,091,349
Gas 141,646
Accum Depr (557,631)
Cwip 32,241
Inv in Subs 9
Inv in Leases 42,964
Inv in ptrshps 20,356 841
Trustee Funds 4,102
Nonutility prop 1,552 26,278 299 127 318
Cash and equiv 1,113 2,512 17 596 1,304 193 1
Temp Inv 749
Recvbles, net 54,346 10 1 19,965 218
Notes recvble 1,502 134 102 109 250 45,253
Fuel 8,921
Matls & Supp 14,014 60 30
Inv Allowance 2,617
Gas in storage 9,045 862
Oth cur assets 9,833 730 83 5 28
Unamort prem dbt 5,184
Post-retire. ben. 4,294
Oth def chgs 40,335 516 485
Total 864,463 94,238 1,056 1,438 22,372 1,036 45,263
</TABLE>
Exhibit A
Page 2 of 6
<TABLE>
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Consolidating Trial Balance
For Twelve Months Ending December 31, 1997
<CAPTION>
SFI SCI SIGCRP Dbts Cdts Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Utility Plant at cost:
Electric 1,091,349
Gas 141,646
Accum Depr (557,631)
Cwip 32,241
Inv in Subs 328,652 193 328,853
Inv in Leases 42,964
Invest in ptrshps 21,197
Trustee Funds 4,102
Nonutility proper 6 1 5,326 33,907
Cash & Equiv 14 6 71 5,827
Temp inv 749
Receivables, net 204 2,896 2,824 74,815
Notes recvble 14 50 20,886 1,394 69,694 0
Fuel 8,921
Matls and supp 14,103
Inventory Allow 2,617
Gas in storage 9,907
Oth cur assets 224 211 11,115
Unamort prem dbt 5,184
Pst-retire. ben 1,247 5,541
Oth defrd chgs 2 4 41,343
Total 260 266 349,609 11,266 401,371 989,896
</TABLE>
Exhibit A
<TABLE>
Page 3 of 6
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Consolidating Trial Balance
For Twelve Months Ending December 31, 1997
<CAPTION>
SIGECO SIPI SIMI ESG SESI Comsrce SCI
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY AND LIABIL
Common Stock (78,258) (1,000) (2,708) (1) (92) (2,355) (10)
Paid-in cap'l (18,200) (499)
Retained Erngs (228,569) (618) 2,815 (302) (380) 1,454 (23)
Cum Ptd Stck (18,590)
Cum special prefe (924)
Lg-trm debt (238,707) (35,000)
Lg-trm Ptrshp Ob (2,424)
Cur Por LT Dbt (31,500)
Notes payable (31,643) (9,724)
Maturng l-t Ob (12,695)
Maturng Ptrshp Ob (2,139)
Accounts payable (27,066) (321) (3) (19,954) (111) (1)
Ntes pay (20,886)(37,697) (1,793) (11)
Dividnds payable (123)
Accrued taxes (5,925) (6) (136) (28) (23)
Accrd int (4,635) (483)
Customer Refnds (1,155)
Oth accrd liab (16,018) (54) (1,155) (500) (126) (1) (10)
Acc def inc tax (114,493)(31,785)
Accum def ITC (20,249)
Post-retire. ben. (11,271)
Other (1,755)
Total (864,463)(94,238) (1,056)(1,438)(22,372) (1,036) (45,263)
</TABLE>
Exhibit A
<TABLE>
Page 4 of 6
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Consolidating Trial Balance
For Twelve Months Ending December 31, 1997
<CAPTION>
SFI SCSI SIGCRP Dbts Cdts Total
<S> <C> <C> <C> <C> <C> <C>
EQUITY AND LIABILITIES
Common Stock (1) (1) (78,258) 84,426 (78,258)
Addl paid-in cap 18,699
Retnd Earnings 23 65 (270,828) 229,892 4,356 (270,828)
Cum prfd stck (18,590)
Cum spc pfd stck (924)
L-t debt. (273,707)
L-t Ptrshp Ob (2,424)
Cur Por ARB (31,500)
Notes pay (41,367)
Mat l-t dbt (12,695)
Mat Ptrship Obl (2,139)
Accts pay (20) (169) (96) (47,742)
Notes pay (257) (151) 66,331 5,537 0
Dividnds payable (123)
Accrd taxes (4) (8) (389) 661 11 (5,868)
Accrd int (97) (5,216)
Refunds to customers (1,155)
Oth accrd liab (2) (17,866)
Def inc taxes 60 (146,218)
Accum def ITC (20,249)
Post-retire. ben. Oblig (11,271)
Other (1,755)
Total (260) (266) (349,609) 400,009 9,904 (989,896)
</TABLE>
<TABLE>
Exhibit A
Page 5 of 6
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Consolidating Trial Balance
For Twelve Months Ending December 31, 1997
<CAPTION>
SIGECO SIPI SIMI ESGI SESI Comsorc SCI
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
Revenues
Electric (272,545)
Gas (85,561)
Energy svcs (71,669)
Other (955) (26) (1,049) (1,230)
Fuel 62,630
Purch Power 13,985
Cost of gas sold 54,060
Cst of svcs rev 69,952
Cst of oth rev 588 203 1,287 1,468
Oth op Exp 55,611 593 1,079 874 1,038 699 22
Maintenance 29,086 133 2 4
Depr & Amort 40,191 91 50 30 4 6
F&S Inc Taxes 27,259 (2,564) (538) (182) 244 (356) 14
Prop/Oth Taxes 12,829 64 3 60 35 (7)
AFUDC (other) (581)
Interest income (541) (2,306) (118) (27) (2,039)
Other, net (1,448) (1,282) (26) (317) (0)
Int on l-t dbt 18,020 1,776
Amrt of prem/disc 671
Oth int exp 1,769 2,242 0 15 0 209
AFUDC (borrowed) (797)
Pfd dividends 1,097
NET INCOME (44,266) (3,528) 880 587 (405) 583 (18)
</TABLE>
<TABLE> Exhibit A
Page 6 of 6
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Consolidating Trial Balance
For Twelve Months Ending December 31, 1997
<CAPTION>
SFI SCI SIGCRP Dbt Cdt Total
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
Operating Revenues
Electric (272,545)
Gas (85,561)
Energy services (71,669)
Other (204) (3,462)
Fuel 62,630
Purch Power 13,985
Cst of gas sold 54,060
Cst of engy svcs 69,952
Cost of other revenues 169 3,716
Oth op Exp 34 135 592 49 60,726
Maintenance 29,225
Depr & amort 40,373
F&S Inc Taxes (14) (40) 37 23,861
Prop/Oth Taxes 2 2 12,989
AFUDC (other) (581)
Interest income (754) 2,782 (3,004)
Other, net 49 (3,122)
Int on l-t debt 19,797
Amrt of prem/disc 671
Oth int exp 1 64 2,782 1,519
AFUDC (borrowed) (797)
Pfd dividend 1,097
NET INCOME 23 65 (61) 2,830 2,830 (46,140)
</TABLE>
EXHIBIT B
Item .
No. Caption Amount
(in thousands)
1. Total Assets $ 1,030,507
2. Total Operating Revenues $ 439,453
3. Net Income $ 46,140
