Southern Indiana Gas & Electric Co – ‘U-3A-2’ for 12/31/94

As of:  Monday, 2/27/95   ·   For:  12/31/94   ·   Accession #:  92195-95-5   ·   File #:  69-00329

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Statement by a Holding Company Claiming Exemption   —   Form U-3A-2
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Document/Exhibit                   Description                      Pages   Size 

 1: U-3A-2      Statement by a Holding Company Claiming Exemption      9±    38K 

U-3A-2
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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                             

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EXHIBIT A                                                                       

                                                        [Enlarge/Download Table]
                         SOUTHERN INDIANA GAS AND ELECTRIC COMPANY                      
                                       Consolidating Trial Balance                      
                               For Twelve Months Ending December 31, 1994               

                                                       Adjustments & Eliminations       
                     SIGECO     SIPI      SIMI   ESGI  LNG    Debits  Credits  Total    
                                             (in thousands)                             
                                                                                        
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)

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EXHIBIT B                                                                       

Item No.  Caption Heading                                                       

1.       Total Assets                           $917,240                      
2.       Total Operating Revenues                330,035                      
3.       Net Income                               41,024                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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Filed on:		2/27/95
For Period End:		12/31/94		1		2			10-K,  10-K/A,  8-K
		6/30/94		1					10-Q,  8-K
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