UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 001-15565
SEMCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2144267
(State of incorporation) (I.R.S. Employer
Identification No.)
28470 13 MILE ROAD, SUITE 300, FARMINGTON HILLS, MICHIGAN 48334
(Address of principal executive offices) (Zip Code)
248-702-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------------------------- ----------------------------
COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE
FELINE PRIDES NEW YORK STOCK EXCHANGE
10 1/4% TRUST PREFERRED SECURITIES NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Registrant's Common Stock held by
non-affiliates as of February 28, 2002 was $122,563,840 based on 16,298,383
shares held by non-affiliates and the closing price of $7.52 on that day (New
York Stock Exchange).
Number of outstanding shares of the Registrant's Common Stock as of February 28,
2002: 18,360,467
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Registrant's definitive Proxy Statement (filed pursuant to
Regulation 14A) with respect to Registrant's April 16, 2002 Annual Meeting of
Common Shareholders are incorporated by reference in Part III. Portions of the
Registrant's 2001 Annual Report to Shareholders (filed as Exhibit 13 to this
Form 10-K) are incorporated by reference in Part I, Item 1 and Part II, Items
5,6, 7, 7A and 8.
T A B L E O F C O N T E N T S
PAGE
CONTENTS NUMBER
KEY TO ABBREVIATED TERMS . . . . . . . . . . . . . . . . . . . . . . 1
INFORMATION ABOUT FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . 2
PART I
ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . 2
ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . 9
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . 10
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . 10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . 10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS . . . . . . . . . . . . . . . . . . . . . 11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . 11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . 11
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. . . 11
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . 11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . 11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . 12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . 12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
KEY TO ABBREVIATED TERMS
AMR. . . . . . . . (Automated Meter Reading) a meter reading system that
Employs radio waves to collect natural gas consumption data
APB. . . . . . . . Accounting Principles Board
ATS. . . . . . . . (Aggregated Transportation Service) a program that allows
commercial and industrial gas distribution customers in
Michigan to purchase their gas from third-party gas
suppliers, with the Company transporting the gas
Bcf. . . . . . . . A quantity of natural gas volumes equivalent to one billion
cubic feet
CCBC . . . . . . . City Commission of Battle Creek, Michigan
Degree Day . . . . A measure of coldness computed by the number of degrees the
average daily temperature falls below 65 degrees Fahrenheit
DRIP . . . . . . . Direct Stock Purchase and Dividend Reinvestment Plan
Dth. . . . . . . . (Dekatherm) a quantity of heat energy equivalent to one
Million Britsh Thermal Units (BTU)
FASB . . . . . . . Financial Accounting Standards Board
FERC . . . . . . . Federal Energy Regulatory Commission
FOS. . . . . . . . (Field Order System) a computerized dispatching system for
Field service calls
GCA. . . . . . . . (Gas Cost Adjustment) a process by which the Gas
Distribution business, through annual gas cost proceedings
before the RCA, can recover the prudent and reasonable cost
of gas sold
GCR. . . . . . . . (Gas Cost Recovery) a process by which the Gas
Distribution Business, through annual gas cost proceedings
before the MPSC or CCBC, can recover the prudent and
reasonable cost of gas sold
Mcf. . . . . . . . A quantity of natural gas volumes equivalent to one thousand
cubic feet
MMcf . . . . . . . A quantity of natural gas volumes equivalent to one million
cubic feet
MPSC . . . . . . . Michigan Public Service Commission
RCA. . . . . . . . Regulatory Commission of Alaska
SFAS . . . . . . . Statement of Financial Accounting Standards
Tcf. . . . . . . . A quantity of natural gas volumes equivalent to one trillion
cubic feet.
- 1 -
INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are based on current
expectations, estimates and projections of SEMCO Energy, Inc. and its
subsidiaries ("the "Company"). Statements that are not historical facts,
including statements about the Company's outlook, beliefs, plans, goals, and
expectations, are forward-looking statements. These statements are subject to
potential risks and uncertainties and, therefore, actual results may differ
materially. The Company undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information, future events
or otherwise. Factors that may impact forward-looking statements include, but
are not limited to, the following: (i) the effects of weather and other natural
phenomena; (ii) the economic climate and growth in the geographical areas where
the Company does business; (iii) the capital intensive nature of the Company's
business; (iv) increased competition within the energy industry as well as from
alternative forms of energy; (v) the timing and extent of changes in commodity
prices for natural gas and propane; (vi) the effects of changes in governmental
and regulatory policies, including income taxes, environmental compliance and
authorized rates; (vii) the Company's ability to bid on and win construction
contracts; (viii) the impact of energy prices on the amount of projects and
business available to the Company's engineering services business and
construction services business; (ix) the nature, availability and projected
profitability of potential investments available to the Company; (x) the
Company's ability to remain in compliance with its debt covenants and accomplish
its financing objectives in a timely and cost-effective manner in light of
changing conditions in the capital markets; (xi) the Company's ability to
operate and integrate acquired businesses in accordance with its plans and (xii)
the Company's ability to effectively execute its strategic plan.
PART I
ITEM 1. BUSINESS
SEMCO ENERGY, INC.
SEMCO Energy, Inc. is a diversified energy and infrastructure services company
headquartered in southeastern Michigan. It was founded in 1950 as Southeastern
Michigan Gas Company. SEMCO Energy, Inc. and its subsidiaries (the "Company")
operate four reportable business segments: (1) gas distribution; (2)
construction services; (3) information technology services; and (4) propane,
pipelines and storage. The latter three segments are sometimes referred to
together as the "diversified businesses". Effective January 1, 2001, the
Company started reporting its information technology business as a reportable
business segment. The Company's other business segments are currently the
primary customers of the information technology business. Certain smaller
subsidiaries or divisions of the Company are not part of the four previously
mentioned business segments. Instead, they are included together in a category
the Company refers to as "Corporate and other". For information on what
constitutes a business segment, refer to Note 10 of the Notes to the
Consolidated Financial Statements on page 57 through 58 of the Company's 2001
Annual Report to Shareholders, which information is incorporated herein by
reference from Exhibit 13 to this Form 10-K. The Company had approximately
2,154 employees at December 31, 2001.
In December, 2001, the Company's board of directors approved plans to
redirect the Company's business strategy. The plans involve the restructuring
of the Company's corporate, business unit and operational structures and the
divestiture of the Company's engineering services business and certain regions
of its construction services business. As a result of the planned divestitures,
the Company began accounting for and reporting its engineering services segment
as a discontinued operation effective with the fourth quarter of 2001. For
additional information on the Company's strategic redirection plans and the
divestiture of its engineering services business refer to Note 14 of the Notes
to the Consolidated Financial Statements on pages 61 and 62 of the Company's
2001 Annual Report to Shareholders, which information is incorporated herein by
reference from Exhibit 13 to this Form 10-K.
- 2 -
GAS DISTRIBUTION
The Company's gas distribution business segment consists of operations in
Michigan and Alaska. ENSTAR, the Alaska-based operation, was acquired on
November 1, 1999. The acquisition of ENSTAR was accounted for as a purchase
and, therefore, the consolidated financial statements and the table below
include the results of ENSTAR's operations since November 1, 1999.
The Michigan gas distribution operation and ENSTAR are referred to together
as the "Gas Distribution Business". The Michigan gas distribution operation and
ENSTAR Natural Gas Company operate as divisions of SEMCO Energy, Inc. SEMCO
Energy Gas Company, which had conducted the Michigan gas distribution operation,
was merged into SEMCO Energy, Inc. on December 31, 1999. Alaska Pipeline
Company operates as a subsidiary of SEMCO Energy, Inc. and as part of the ENSTAR
operations.
The Gas Distribution Business distributes and transports natural gas to
residential, commercial and industrial customers and is the Company's largest
business segment. Set forth in the table below is gas sales and transportation
information for the past three years:
Years ended December 31, 2001 2000 1999
- ----------------------------------------- -------- -------- --------
GAS SALES REVENUE (IN THOUSANDS):
Residential . . . . . . . . . . . . . . $201,754 $190,221 $137,407
Commercial. . . . . . . . . . . . . . . 73,831 62,354 38,451
Industrial. . . . . . . . . . . . . . . 19,812 18,412 6,763
-------- -------- --------
Total gas sales revenue (a) . . . . . $295,397 $270,987 $182,621
======== ======== ========
GAS TRANSPORTATION REVENUE (IN THOUSANDS) $ 25,888 $ 30,783 $ 22,369
======== ======== ========
VOLUMES OF GAS SOLD (MMCF):
Residential . . . . . . . . . . . . . . 41,529 41,397 28,583
Commercial. . . . . . . . . . . . . . . 16,032 14,591 8,882
Industrial. . . . . . . . . . . . . . . 5,566 5,066 1,780
-------- -------- --------
Total volumes of gas sold (a) . . . . 63,127 61,054 39,245
VOLUMES OF GAS TRANSPORTED (MMCF) . . . . 42,992 48,706 32,417
-------- -------- --------
TOTAL VOLUMES DELIVERED (a) . . . . . . . 106,119 109,760 71,662
======== ======== ========
<FN>
(a) Does not include the sale of excess inventory gas to a third party in 2000
and 1999.
Refer to Note 10 of the Notes to the Consolidated Financial Statements on
pages 57 and 58 of the Company's 2001 Annual Report to Shareholders, which
information is incorporated herein by reference from Exhibit 13 to this Form
10-K, for the operating revenues, operating income, assets and other financial
information of the Gas Distribution Business for the past three years.
GAS SALES Gas sales revenue is generated primarily through the sale and
delivery of natural gas to residential and commercial customers. These
customers use natural gas mainly for space heating purposes. Consequently,
weather has a significant impact on sales. Given the impact of weather on this
business segment, most of its gas sales revenue is earned in the first and
fourth quarters of the calendar year. Revenues from gas sales accounted for
66%, 67% and 52% of consolidated operating revenues in 2001, 2000 and 1999,
respectively. If operating revenues from the Company's energy marketing
business, which was sold effective March 31, 1999, are excluded, gas sales by
the Gas Distribution Business would have accounted for 70% of consolidated
operating revenues for 1999.
Competition in the gas sales market arises from alternative energy sources
such as electricity, propane and oil. However, this competition is inhibited
because of the time, inconvenience and investment for residential and commercial
customers to convert to an alternate energy source when the price of natural gas
fluctuates. For more information on competition for the Gas Distribution
Business, refer to the section titled "Outlook for Gas Distribution" on pages 22
through 24 of the Company's 2001 Annual Report to Shareholders, which
information is incorporated herein by reference from Exhibit 13 to this Form
10-K.
The Company's aggregated transportation service ("ATS") program, which
became effective April 1, 1998, provides all Michigan commercial and industrial
customers the opportunity to purchase their gas from a third-party supplier,
while allowing the Gas Distribution Business to continue charging the existing
distribution fees and customer fees plus a gas load balancing fee. Refer to the
sections titled "Gas Sales Margin" and "Gas Transportation Revenue" on pages 20
and 21 of the Company's 2001 Annual Report to Shareholders, which information is
incorporated herein by reference from Exhibit 13 to this Form 10-K, for further
information regarding the impact of the ATS program on gas sales and
transportation revenue.
- 3 -
TRANSPORTATION The Gas Distribution Business provides transportation services
to its large-volume commercial and industrial customers. This service offers
those customers the option of purchasing natural gas directly from producers or
marketing companies and utilizing the Gas Distribution Business' distribution
network to transport the gas to their facilities.
Alaska Pipeline Company ("APC") owns and operates the only natural gas
transmission lines in its service area that are operated for utility purposes.
APC's transmission system delivers natural gas from producing fields in
southcentral Alaska to ENSTAR's Anchorage-based gas distribution system. APC's
only customer is ENSTAR Natural Gas Company.
The market price of alternate energy sources such as coal, electricity, oil
and steam is the primary competitive factor affecting the demand for
transportation. Certain large industrial customers have some ability to convert
to another form of energy if the price of natural gas increases significantly.
Partially offsetting the impact of price sensitivity has been the use of natural
gas as an industrial fuel because of clean air legislation and the resultant
pressures on industry and electric utilities to reduce emissions from their
plants. For more information regarding the impact of alternative energy
sources, refer to the "Outlook for Gas Distribution" section on pages 22 through
24 of the Company's 2001 Annual Report to Shareholders, which information is
incorporated herein by reference from Exhibit 13 to this Form 10-K.
As is the case with many gas distribution utilities, there has been
downward pressure on transportation rates due to the potential risk for
industrial customers and electric generating plants located in close proximity
to interstate natural gas pipelines to bypass the Company and connect directly
to such pipelines. However, management is currently unaware of any significant
bypass efforts by the Company's customers. The Company has addressed and would
continue to address any such efforts by offering special services and rate
arrangements designed to retain these customers on the Company's system.
Customers in ENSTAR's service territory are currently precluded from bypassing
ENSTAR's transportation and distribution system due to the limited availability
of gas transmission systems and the large distances between producing fields and
the locations of current customers.
CUSTOMER BASE At December 31, 2001, the Michigan gas distribution operation had
approximately 267,000 customers. The largest concentration of customers,
approximately 110,000, is located in southeastern Michigan. The remaining
Michigan customers are located in and around the following communities: Battle
Creek, Albion, Holland, Three Rivers, Niles, Marquette and Houghton. The
Michigan customer base is diverse and includes residential, commercial and
industrial customers. The largest customers include power plants, food
production facilities, paper processing plants, furniture manufacturers and
others in a variety of other industries. The average number of customers in
Michigan has increased by an average of approximately 2.7% annually during the
past three years. By contrast, the customer growth rate for the U.S. gas
distribution industry has averaged approximately 1.8% annually during the past
ten years. However, average annual gas usage per customer has been decreasing
slightly because new homes and appliances are much more energy efficient.
At December 31, 2001, ENSTAR had approximately 108,000 customers in and
around the Anchorage, Alaska area including the communities of Big Lake, Bird
Creek, Butte, Chugiak, Eagle River, Eklutna, Girdwood, Houston, Indian, Kenai,
Knik, Nikiski, Palmer, Peters Creek, Portage, Sterling, Soldotna, Wasilla and
Whittier. ENSTAR is the sole distributor of natural gas to the greater
Anchorage metropolitan area, and its service area encompasses approximately 50%
of the population of Alaska. ENSTAR has two types of customers: gas sales and
transportation. Gas sales customers are primarily residential and commercial.
ENSTAR provides transportation service, on behalf of gas producers and gas
marketers, to power plant sites, a liquified natural gas plant, an ammonia
plant, and hundreds of commercial locations. The average number of customers at
ENSTAR has increased by an average of approximately 2.8% annually during the
past three years.
- 4 -
GAS SUPPLY The Gas Distribution Business has entered into new agreements with
BP Gas and Power ("BP") for the three-year period beginning April 1, 2002, under
which BP provides the Company's natural gas requirements and manages the
Company's natural gas supply and the supply aspects of transportation and
storage operations in Michigan. For additional information about these
agreements and the agreements they will replace, refer to Note 2 of the Notes to
the Consolidated Financial Statements on pages 43 through 46 of the Company's
2001 Annual Report to Shareholders, which information is incorporated herein by
reference from Exhibit 13 to this Form 10-K. The Gas Distribution Business owns
underground storage facilities in Michigan with a working capacity of 4.8
billion cubic feet ("Bcf"). In addition, it leases 6.5 Bcf of storage from
Eaton Rapids Gas Storage System and 2.5 Bcf from non-affiliates in Michigan.
The owned and leased storage capacity equals approximately 35% of the Company's
2001 annual gas sales volumes in Michigan. SEMCO Gas Storage Company (an
affiliated company) is a 50% owner of Eaton Rapids Gas Storage System.
ENSTAR has a gas purchase contract (the "Marathon Contract") with Marathon
Oil Company ("Marathon") that has been approved by the Regulatory Commission of
Alaska ("RCA") and is a "requirements" contract with no specified daily
deliverability or annual take-or-pay quantities. Through 2001, Marathon agreed
to deliver all of ENSTAR's gas requirements in excess of those provided for in
other gas supply contracts in existence as of May 1, 1988, subject to certain
exceptions, until the commitment has been exhausted. Beginning in 2002,
ENSTAR's purchase obligations and Marathon's delivery obligations are set at
specified annual amounts (21 Bcf in 2002). The contract has a base price and is
subject to an annual adjustment based on changes in the price of certain traded
oil futures contracts plus reimbursement for any severance taxes and other
charges.
ENSTAR also has an RCA-approved gas purchase contract with the Municipality
of Anchorage, Chevron U.S.A., Inc. and ARCO Alaska, Inc. (the "Beluga Contract")
which provides for the delivery of up to approximately 220 Bcf of gas through
the year 2009 from the Beluga field. The pricing mechanism in the Beluga
Contract is similar to that contained in the Marathon Contract.
In May 2000, ENSTAR signed a gas supply contract with Anadarko Petroleum
and Phillips Alaska (formerly ARCO Alaska) for natural gas deliveries from the
Moquawkie gas field beginning in 2002 ("the Moquawkie Contract"). The agreement
provides that Anadarko and Phillips will supply ENSTAR's additional supply
requirements through 2003, and supply a portion of ENSTAR's needs through 2016.
The contract has a base price, subject to annual adjustment based upon 50% of
the change in certain inflation measures, of $2.75 per MCF plus reimbursement
for any severance taxes and other charges. The contract was approved by the RCA
in July 2000.
In November 2000, ENSTAR signed a gas supply contract with Union Oil
Company of California ("Unocal") for natural gas deliveries beginning in 2004.
The agreement provides that Unocal will supply ENSTAR's additional supply
requirements through 2005, and supply all or a portion of ENSTAR's needs in
years beyond 2005 based upon additional commitments that may be made by Unocal.
Gas supplied under the contract will be priced annually according to a 36-month
daily average price of certain traded natural gas futures contracts, subject to
a floor price provision that is similar to the price of the Moquawkie contract
described above. The contract also provides for reimbursement to the producer
of severance taxes and certain transportation costs. The contract received
final approval by the RCA in January 2002.
Based on gas purchases during the twelve months ended December 31, 2001,
which are not necessarily indicative of the volume of future purchases, gas
reserves committed to ENSTAR under the Marathon, Beluga, Moquawkie and Unocal
Contracts are sufficient to supply all of ENSTAR's expected gas supply
requirements through the year 2004. After that time supplies will still be
available under these contracts in accordance with their terms, but at least a
portion of ENSTAR's requirements are expected to be satisfied outside the terms
of these contracts, as currently in effect.
ENSTAR's gas supply source, primarily though the Marathon, Beluga,
Moquawkie and Unocal Contracts, is confined to the Cook Inlet area with no
direct access to other natural gas pipelines. However, the Cook Inlet area is
home to major gas producing fields, with proven and producing reserves of
approximately 2.1 trillion cubic feet ("Tcf"). An additional 2.3 Tcf of
undiscovered gas in the Cook Inlet area has been estimated by the United States
Geological Survey and Minerals Management Service.
The Michigan-based gas distribution operation is served by four major
interstate pipelines: (1) Panhandle Eastern Pipe Line Company; (2) Northern
Natural Gas Company; (3) Great Lakes Gas Transmission Company and (4) ANR
Pipeline Company.
- 5 -
RATES AND REGULATION The gas distribution customers located in the City of
Battle Creek, Michigan and surrounding communities are subject to the
jurisdiction of the City Commission of Battle Creek ("CCBC"). The Michigan
Public Service Commission ("MPSC") has jurisdiction over the remaining Michigan
customers. ENSTAR is subject to regulation by the RCA. These regulatory bodies
have jurisdiction over, among other things, rates, accounting procedures, and
standards of service.
For information on regulatory matters including recent regulatory orders,
filings and rate cases, refer to Note 2 of the Notes to the Consolidated
Financial Statements on pages 43 through 46 of the Company's 2001 Annual Report
to Shareholders, which information is incorporated herein by reference from
Exhibit 13 to this Form 10-K. As of the date of filing of this Form 10-K
report, ENSTAR has not received a final order on its rate case but expects to
receive it during the first half of 2002.
ENVIRONMENTAL MATTERS The Gas Distribution Business currently owns seven
Michigan sites which formerly housed manufactured gas plants. In the earlier
part of the 20th century, gas was manufactured from processes using coal, coke
or oil. By-products of this process have left some contamination at these
sites. The Gas Distribution Business is in compliance with State of Michigan
rules which require companies to take "due care" steps to insure that the sites
are safe. The Gas Distribution Business has closed one site with the approval
of the appropriate regulatory authority in the State of Michigan and has
developed plans to conduct field investigations at two other sites. For further
information, refer to Note 13 of the Notes to the Consolidated Financial
Statements on pages 60 and 61 of the Company's 2001 Annual Report to
Shareholders, which information is incorporated herein by reference from Exhibit
13 to this Form 10-K.
DIVERSIFIED BUSINESSES
The Company's diversified businesses have grown during the past three years
primarily through the acquisition of construction services businesses. The
following table shows operating revenues for each of the diversified businesses,
including intercompany revenues, for 1999 through 2001:
Years Ended December 31, 2001 2000 1999
- -------------------------------- -------- -------- -------
(in thousands)
Operating Revenues
Construction Services. . . . . . $126,205 $105,231 $58,272
Information technology services. 10,275 5,184 -
Propane, Pipelines and Storage . 7,443 6,949 6,284
<FN>
The amounts in the above table include intercompany transactions.
As previously discussed, the Company began accounting for its engineering
services segment as a discontinued operation effective with the fourth quarter
of 2001. Accordingly, its operating results are segregated and reported as
discontinued operations in the Consolidated Statements of Income, with prior
years restated. Refer to Note 10 of the Notes to the Consolidated Financial
Statements on pages 57 and 58 of the Company's 2001 Annual Report to
Shareholders, which information is incorporated herein by reference from Exhibit
13 to this Form 10-K, for each of the diversified business' operating revenues,
operating income, assets and other financial information for the past three
years.
CONSTRUCTION SERVICES
The Company's construction services segment ("Construction Services") operates
in the mid-western, southern and southeastern areas of the United States and has
offices in Florida, Georgia, Illinois, Iowa, Kansas, Michigan and Texas. Its
primary service is the installation of underground natural gas mains and service
lines. Construction Services also provides underground construction services to
the telecommunications and water supply industries. As of December 31, 2001,
Construction Services was comprised of six companies that were all acquired
since mid-1997: (1) Sub-Surface Construction Co.; (2) K&B Construction, Inc.;
(3) Iowa Pipeline Associates, Inc.; (4) Flint Construction Co.; (5) Long's
Underground Technologies, Inc.; and (6) KLP Construction Co. The construction
businesses are organized as subsidiaries of NATCOMM, Inc., a first-tier
subsidiary of the Company. There is additional information regarding these
acquisitions in Note 3 of the Notes to the Consolidated Financial Statements on
pages 46 and 47 of the Company's 2001 Annual Report to Shareholders, which
information is incorporated herein by reference from Exhibit 13 to this Form
10-K.
- 6 -
Construction Services had operating revenues, excluding intercompany
transactions, of $113.2 million, $95.5 million and $50.0 million in 2001, 2000
and 1999, respectively. These operating revenues accounted for 25% and 23% of
consolidated operating revenues in 2001 and 2000, respectively, and 18% of
consolidated operating revenues, excluding energy marketing operating revenues,
during 1999. Construction Services' business is seasonal in nature. Most of
the profits from this segment are made during the summer and fall months.
Construction Services generally incurs losses during the winter months when
underground construction is inhibited by weather.
Construction Services competes with small and medium-sized regional
underground facilities contractors as well as in-house utility construction
operations. The natural gas construction services industry is comprised of a
highly fragmented group of companies focused primarily on regional or local
markets. For more information on competition for Construction Services and the
company's goals and expectations for this business under its redirected
strategy, refer to the section titled "Outlook for Construction Services" on
pages 25 and 26 of the Company's 2001 Annual Report to Shareholders, which
information is incorporated herein by reference from Exhibit 13 to this Form
10-K.
INFORMATION TECHNOLOGY SERVICES
2001 is the first year that the Company is reporting its information technology
("IT") services business as a separate business segment. This business, under
the Aretech Information Services name ("Aretech") began operations in April 2000
and provides IT infrastructure outsourcing services, and other IT services with
a focus on mid-range computers, particularly the IBM I-Series (AS-400) platform.
The Company's other business segments currently account for approximately 90% of
IT services revenue. However, the Company believes there is a growing trend by
small to mid-sized companies to outsource certain information technology
functions. The Company also believes the trend towards outsourcing large
mainframe computers is now moving to include mid-range computers. The Company's
goal is to capitalize on its internal expertise in this area and position itself
to take advantage of these trends. Aretech's business strategy is focused on IT
infrastructure outsourcing services and business-to-consumer and
business-to-business internet commerce.
Aretech competes with businesses that range from small local firms to large
international companies, as well as the in-house IT departments of potential
customers. Aretech is an early provider in the mid-range computer outsourcing
market and, as the market expands, it is likely that new competition will arise
from other firms that possess the necessary technical skills.
PROPANE, PIPELINES AND STORAGE
The Company's pipelines and storage business consists of three pipelines and a
gas storage facility, all of which are located in Michigan. The Company has a
partial ownership interest in one of the pipelines and an equity interest in the
gas storage facility. Refer to Item 2 of this Form 10-K for additional
information on each pipeline and storage facility such as its location and
customers. The Company also owns a propane distribution business (known as
"Hotflame"). Hotflame supplies more than 4 million gallons of propane annually
to retail customers in Michigan's upper peninsula and northeast Wisconsin.
Because propane is used principally for heating, most of the operating income
for the propane business is generated in the first and fourth quarters of the
calendar year.
Propane is transported easily in pressurized containers and is generally
the fuel used in rural areas where natural gas pipelines and distribution
systems do not exist or are not economical to build. The Company purchases the
majority of its propane from BP Canada Energy Marketing Corp. (formerly "Amoco
Canada Marketing Corporation"). The propane operation competes with other
energy sources such as natural gas, fuel oil, electricity and other regional
propane providers. The basis of the competition is generally price and service.
The propane business has become increasingly competitive and less profitable.
The Company will continue to assess the strategic fit of the propane business
over the coming years.
- 7 -
ITEM 2. PROPERTIES
GAS DISTRIBUTION
The gas delivery system of the Michigan gas distribution operation included
approximately 160 miles of gas transmission pipelines and 5,363 miles of gas
distribution pipelines at December 31, 2001. The pipelines are located
throughout the southern half of Michigan's lower peninsula (centered around the
cities of Port Huron, Albion, Battle Creek and Holland) and also in the central
and western areas of Michigan's upper peninsula. At December 31, 2001, ENSTAR's
gas delivery system included approximately 396 miles of gas transmission
pipelines and 2,352 miles of gas distribution pipelines. ENSTAR's pipelines are
located in Anchorage and other communities around the Cook Inlet area of Alaska.
The distribution system and service lines of the Gas Distribution Business
are, for the most part, located on or under public streets, alleys, highways and
other public places, or on private property not owned by the Company with
permission or consent, except to an inconsequential extent, of the individual
owners. The distribution systems and service lines located on or under public
streets, alleys, highways and other public places were all installed under valid
rights and consents granted by appropriate local authorities.
The Gas Distribution Business owns underground gas storage facilities in
eight depleted salt caverns and three depleted gas fields, together with
measuring, compressor and transmission facilities. The storage facilities are
all located in Michigan. The aggregate working capacity of the storage system
is approximately 4.8 Bcf.
The Gas Distribution Business also owns meters and service lines, gas
regulating and metering stations, garages, warehouses and other buildings
necessary and useful in conducting its business. It also leases a significant
portion of its computer and transportation equipment.
CONSTRUCTION SERVICES
The tangible properties of Construction Services include equipment required for
the installation, repair or replacement of underground pipelines or similar
items. This includes primarily equipment necessary for excavation such as
backhoes, trenchers, directional drills and dump trucks. This equipment can be
driven or carried on trailers from one worksite to another. Substantially all
of Construction Services' equipment at December 31, 2001 was located in Florida,
Georgia, Illinois, Iowa, Kansas, Michigan, Tennessee and Texas.
INFORMATION TECHNOLOGY SERVICES
The properties of this business segment consist of leasehold improvements,
office equipment, telecommunications equipment and computer equipment. These
properties are located in an office building located in Marysville, Michigan and
an office building leased in St. Clair, Michigan.
PROPANE, PIPELINES AND STORAGE
The principal properties of this business segment include interests and
operations in propane distribution, natural gas transmission and an underground
gas storage system.
The Company owns a 50% equity interest in the Eaton Rapids Gas Storage
System ("ERGSS"). The Company's equity investment in the ERGSS totaled $4.1
million at December 31, 2001. This system, located near Eaton Rapids, Michigan,
became operational in March 1990 and consists of approximately 12.8 Bcf of
underground storage capacity. The Gas Distribution Business leases 6.5 Bcf of
the capacity.
The property of the propane distribution operation consists primarily of
pressurized propane storage tanks used by customers to store propane purchased
from the Company and trucks for transporting propane. The Company also owns
large propane storage tanks that allow the Company to store up to 258,000
gallons of propane inventory. The propane distribution property is all located
in Michigan's upper peninsula and northeast Wisconsin.
- 8 -
The following table sets forth the pipeline operations wholly or partially
owned by the Company, the total net property of the project, the Company's
ownership percentage and net property at December 31, 2001:
Total The Company's The Company's
Net Property Percent Ownership Net Property
------------- ------------------- --------------
(in thousands of dollars)
Litchfield Lateral. . . . $ 9,087 33% $ 3,029
Greenwood Pipeline. . . . 6,051 100% 6,051
Eaton Rapids Pipeline . . 671 100% 671
------------- --------------
$ 15,809 $ 9,751
============= ==============
The Litchfield Lateral is a 31-mile pipeline located in southwest Michigan.
The line, which is leased entirely to ANR Pipeline Company, links the ERGSS with
interstate pipeline supplies. The Litchfield Lateral began operations in July
1992.
The Greenwood Pipeline, an 18.5-mile pipeline constructed in 1991, connects
an interstate pipeline with the Detroit Edison Greenwood Power Plant located
near Port Huron, Michigan. The pipeline provides transportation services to the
Greenwood Power Plant and to the Gas Distribution Business' service area north
of Port Huron. In 1999, the pipeline received upgrades which allowed the
Company to serve additional peak load generation units at the Greenwood site.
The Greenwood Pipeline has a capacity of 271 million cubic feet (MMcf") per day.
There is an agreement between the Company and Detroit Edison whereby Detroit
Edison has contracted for 259 MMcf per day, of this capacity. The Company also
has an agreement with its Gas Distribution Business for the remainder (12 MMcf
per day) of the pipeline capacity.
The Eaton Rapids Pipeline is a 37-mile pipeline that provides direct
delivery of gas from the ERGSS to the Gas Distribution Business' systems in
Battle Creek and Albion, Michigan. The original 30-mile line was purchased in
1986. The seven-mile extension to the ERGSS was completed in 1990.
CORPORATE AND OTHER
The properties of the Corporate and other segment include leasehold
improvements, office furniture, office equipment, computers and computer
systems. These properties are located in an office building located in Port
Huron, Michigan and an office building leased in Farmington Hills, Michigan.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
- 9 -
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
MARKET INFORMATION AND NYSE LISTING
SEMCO Energy, Inc. Common Stock began trading on the New York Stock Exchange on
January 6, 2000 under the trading symbol "SEN". Prior to this date the Company
was traded on The Nasdaq Stock Market under the symbol "SMGS." The table below
shows the reported high and low quotations of the Company's common stock, as
reported in the Wall Street Journal.
2001 Price Range 2000 Price Range
- ---------------------------------- ---------------------------------
2001 High Low 2000 High Low
- ---------------------------------- ---------------------------------
First Quarter. $15.4375 $13.1875 First Quarter $ 14 $ 10.75
Second Quarter $ 15.95 $ 13.61 Second Quarter $ 15 $11.125
Third Quarter. $ 15.75 $ 14.05 Third Quarter $16.9375 $ 12.25
Fourth Quarter $ 14.85 $ 9.45 Fourth Quarter $16.6250 $ 13.75
See the cover page of this Form 10-K for a recent stock price and the
number of shares outstanding. The Company issued unregistered shares of its
common stock in connection with certain acquisition transactions during 2000 and
1999 (for additional information, refer to Notes 3 and 5 of the Notes to the
Consolidated Financial Statements on pages 46 and 47 and pages 49 through 51,
respectively, of the Company's 2001 Annual Report to Shareholders, which
information is incorporated herein by reference from Exhibit 13 to this Form
10-K). See Selected Financial Data in Item 6 of this Form 10-K for the number
of registered common shareholders at year-end for the past five years. The
Company had 9,321 registered common shareholders at February 28, 2002.
DIVIDENDS
For information regarding dividends, see Notes 5 and 15 of the Notes to the
Consolidated Financial Statements on pages 49 through 51 and 63 of the Company's
2001 Annual Report to Shareholders, which information is incorporated herein by
reference from Exhibit 13 to this Form 10-K, and Selected Financial Data in Item
6 of this Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
For the information required pursuant to this item, refer to the section titled
"Selected Financial Data" in the Company's 2001 Annual Report to Shareholders,
pages 64 and 65, which information is incorporated herein by reference from
Exhibit 13 to this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
For the information required pursuant to this item, refer to the section titled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 2001 Annual Report to Shareholders, pages 16
through 33, which information is incorporated herein by reference from Exhibit
13 to this Form 10-K.
- 10 -
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For the information required pursuant to this item, refer to the section titled
"Market Risk Information" on page 32 of the Company's 2001 Annual Report to
Shareholders, which information is incorporated herein by reference from Exhibit
13 to this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
For the information required pursuant to this item, refer to the following
sections of the Company's 2001 Annual Report to Shareholders, which information
is incorporated herein by reference from Exhibit 13 to this Form 10-K:
Report of Independent Public Accountants, page 34
Consolidated Statements of Income, page 35
Consolidated Statements of Financial Position, page 36
Consolidated Statements of Cash Flow, page 37
Consolidated Statements of Capitalization, page 38
Consolidated Statements of Changes in Common Shareholders' Equity, page 39
Notes to the Consolidated Financial Statements, pages 40 through 63
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information appearing under the captions "Information About Directors and
Executive Officers" in the Company's definitive Proxy Statement (filed pursuant
to Regulation 14A) with respect to the Company's April 16, 2002 Annual Meeting
of Common Shareholders is incorporated by reference herein.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under the caption "Compensation of Executive Officers
and Directors" in the Company's definitive Proxy Statement (filed pursuant to
Regulation 14A) with respect to Registrant's April 16, 2002 Annual Meeting of
Common Shareholders is incorporated by reference herein. There are no
compensation committee interlocks or insider participation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing under the caption "Stock Outstanding and Voting
Rights" in the Company's definitive Proxy Statement (filed pursuant to
Regulation 14A) with respect to the Company's April 16, 2002 Annual Meeting of
Common Shareholders is incorporated by reference herein.
- 11 -
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under the caption "Employment and Related Agreements"
in the Company's definitive Proxy Statement (filed pursuant to Regulation 14A)
with respect to the Company's April 16, 2002 Annual Meeting of Common
Shareholders is incorporated by reference herein.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) 1 All Financial Statements. For a list of financial statements
incorporated by reference, see the Part II, Item 8 of this 10-K.
(a) 2 Financial Statement Schedules. The following additional data and
schedule should be read in conjunction with the Consolidated Financial
Statements in Part II, item 8 of this 10-K. Schedules not included herein have
been omitted because they are not applicable or the required information is
shown in such financial statements or notes thereto.
Pages in 10-K
-------------
Report of Independent Public Accountants. . . . . . 13
Schedule II - Consolidated Valuation and Qualifying
Accounts for the years ended December 31, 2001,
2000 and 1999 . . . . . . . . . . . . . . . . . . . 14
(a) 3 Exhibits, including those incorporated by reference are listed on
pages 15 and 16 of this 10-K.
(b) Reports on Form 8-K.
The Company filed the following Form 8-K Reports during the fourth quarter
of 2001: (1) report filed on October 23, 2001, to announce that Sebastian
Coppola, Senior Vice President and Chief Financial Officer had left the Company,
and (2) report filed on November 9, 2001 to announce that the Company's Michigan
gas division had withdrawn its request to extend its Customer Choice Program,
which included a frozen gas cost.
(c) The Exhibits, if any, filed herewith are identified in Item 14(a) 3
above.
(d) The financial statement schedules filed are identified under Item 14(a)
2 above.
- 12 -
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To SEMCO Energy, Inc.:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of SEMCO Energy, Inc.
included in this Form 10-K, and have issued our report thereon dated February 7,
2002. Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in item 14 (a) 2 is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. The
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Detroit, Michigan,
February 7, 2002
- 13 -
SCHEDULE II
SEMCO ENERGY, INC.
SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
(THOUSANDS OF DOLLARS)
DEDUCTIONS
ADDITIONS FOR FROM RESERVE
BALANCE PROVISIONS FOR PURPOSE FOR BALANCE
BEGINNING CHARGED WHICH THE RESERVE END
DESCRIPTION OF PERIOD TO INCOME WAS PROVIDED OF PERIOD
- ----------------------------------------- --------- ------------- ----------------- ---------
YEAR ENDED DECEMBER 31, 2001
- ----------------------------
Allowances for doubtful accounts
deducted from receivables in the
Statement of Financial Position. . . . . $1,436 $1,410 $997 $1,849
====== ====== ==== ======
Reserves for restructuring costs
included in current liabilities in the
Statement of Financial Position. . . . . $ 0 $2,338 $ 0 $2,338
====== ====== ==== ======
Allowances and reserves for
discontinued operations included
in current liabilities in the
Statement of Financial Position. . . . . $ 0 $7,409 $ 0 $7,409
====== ====== ==== ======
YEAR ENDED DECEMBER 31, 2000
- ----------------------------
Allowances for doubtful accounts
deducted from receivables in the
Statement of Financial Position. . . . . $1,080 $1,186 $830 $1,436
====== ====== ==== ======
YEAR ENDED DECEMBER 31, 1999
- ----------------------------
Allowances for doubtful accounts
deducted from receivables in the
Statement of Financial Position. . . . . $ 632 $1,115 $667 $1,080
====== ====== ==== ======
- 14 -
EXHIBITS, INCLUDING THOSE INCORPORATED BY REFERENCE
Filed
-------------------
Exhibit By
No. Description Herewith Reference
- ------- ---------------------------------------------------------- -------- ---------
3.(i) Articles of Incorporation of SEMCO Energy, Inc., as
restated June 25, 1999.(g) . . . . . . . . . . . . . . . . x
3.(ii) Bylaws--last revised December 13, 2001 . . . . . . . . x
4.1 Note Agreement dated as of June 1, 1994, relating to
issuance of $80,000,000 of long-term debt.(a). . . . . . . x
4.2 Rights Agreement dated as of April 15, 1997 with
Continental Stock Transfer & Trust Company, as Rights
Agent.(c). . . . . . . . . . . . . . . . . . . . . . . . . x
4.3 Note Agreement dated as of October 1, 1997, relating to
issuance of $60,000,000 of long-term debt.(e). . . . . . . x
4.4 Form of Indenture relating to Senior Debt Securities
dated as of October 23, 1998, with Bank One Trust Company
(formerly NBD Bank) as Trustee.(f) . . . . . . . . . . . . x
4.5 First Supplemental Indenture relating to Senior Debt
Securities dated as of June 16, 2000, with Bank One
Trust Company as Trustee.(i) . . . . . . . . . . . . . . . x
4.6 Second Supplemental Indenture relating to Senior Debt
Securities dated as of June 29, 2000, with Bank One
Trust Company as Trustee.(i) . . . . . . . . . . . . . . . x
4.7 Indenture relating to Subordinated Debentures dated as of
April 19, 2000, with Bank One Trust Company, Trustee.(j) . x
4.8 First Supplemental Indenture relating to Subordinated
Debentures dated as of April 19, 2000, with Bank One
Trust Company, as Trustee.(j). . . . . . . . . . . . . . . x
10 Material Contracts.
10.1 Short-Term Incentive Plan as amended June 10, 1999.(g) . . x
10.2 1997 Long-Term Incentive Plan.(b). . . . . . . . . . . . . x
10.3 Employment Agreement dated October 10, 1996, with
William L. Johnson.(d) . . . . . . . . . . . . . . . . . . x
10.4 Amendment (dated August 10, 2001) to Employment
Agreement with William L. Johnson.(m). . . . . . . . . . . x
10.5 Executive Security Agreement.(k) . . . . . . . . . . . . . x
10.6 Split-Dollar Agreement.(k) . . . . . . . . . . . . . . . . x
10.7 SEMCO Energy, Inc. Deferred Compensation Plan (for
certain executive and management employees).(h). . . . . . x
10.8 Form of Change in Control Agreement (for certain
officers).(j). . . . . . . . . . . . . . . . . . . . . . . x
10.9 Form of Change of Control Employment Agreement dated
as of March 1, 2000 (for certain officers).(j) . . . . . . x
10.10 Executive Security Trust.(k) . . . . . . . . . . . . . . . x
10.11 Stock Option Plan of 2000.(l). . . . . . . . . . . . . . . x
10.12 Deferred Compensation and Stock Purchase Plan for
Non-Employee Directors revised December 13, 2001.. . . . . x
10.13 Stock Grant Plan for Non-Employee Directors
adopted August 23, 2001. . . . . . . . . . . . . . . . . . x
10.14 Employment Agreement dated as of June 1, 2001
with Marcus Jackson. . . . . . . . . . . . . . . . . . . . x
10.15 Change of Control Employment Agreement dated as of
June 1, 2001 with Marcus Jackson.. . . . . . . . . . . . . x
12 Ratio of Earnings to Fixed Charges.. . . . . . . . . . . . x
13 SEMCO Energy, Inc. 2001 Annual Report to Shareholders,
pages 16-65. . . . . . . . . . . . . . . . . . . . . . . . x
21 Subsidiaries of the Registrant.. . . . . . . . . . . . . . x
23 Consent of Independent Public Accountants. . . . . . . . . x
24 Power of Attorney. . . . . . . . . . . . . . . . . . . . . x
99 Proxy Statement dated March 14, 2002.(n) . . . . . . . . . x
<FN>
Key to Exhibits Incorporated by Reference
(a) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended June 30,
1994, File No. 0-8503.
(b) Filed March 6, 1997 as part of SEMCO Energy, Inc.'s 1997 Proxy
Statement, dated March 7, 1997, File No. 0-8503.
(c) Filed with SEMCO Energy, Inc.'s Form 10-K for 1996, dated March 27,
1997, File No. 0-8503.
(d) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended March
31, 1997, File No. 0-8503.
(e) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended
September 30, 1997, File No. 0-8503.
(f) Filed with SEMCO Energy, Inc.'s Registration Statement, Form S-3, Nos.
333-58715 and 333-58715-01, filed July 8, 1998.
(g) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended June 30,
1999, File No. 0-8503.
(h) Filed with SEMCO Energy, Inc.'s Form 10-K for 1999, dated March 20,
2000, File No. 001-15565.
(i) Filed with SEMCO Energy, Inc.'s Form 8-K dated July 26, 2000, File No.
001-15565.
(j) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended March
31, 2000, File No. 001-15565.
(k) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended
September 30, 2000.
(l) Filed with SEMCO Energy, Inc.'s Form 10-K for 2000, dated March 30,
2001, File No. 001-15565.
(m) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended
September 30, 2001, File No. 001-15565.
(n) Filed March 11, 2002, pursuant to Rule 14a-6 of the Exchange Act, File
No. 001-15565.
- 15 & 16 -
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SEMCO ENERGY, INC.
Date: March 27, 2002 By /s/Marcus Jackson
-----------------------------------------------
Marcus Jackson
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- ----------------------------- ------------------------------------------------ --------------
/s/Marcus Jackson Chairman, President and Chief Executive Officer March 27, 2002
- -----------------------------
Marcus Jackson (Director)
/s/John E. Schneider Senior Vice President, Treasurer and March 27, 2002
- -----------------------------
John E. Schneider Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/John M. Albertine* Director March 27, 2002
- -----------------------------
John M. Albertine
/s/Daniel A. Burkhardt* Director March 27, 2002
- -----------------------------
Daniel A. Burkhardt
/s/Edward J. Curtis* Director March 27, 2002
- -----------------------------
Edward J. Curtis
/s/John T. Ferris* Director March 27, 2002
- -----------------------------
John T. Ferris
/s/Michael O. Frazer* Director March 27, 2002
- -----------------------------
Michael O. Frazer
Director
- -----------------------------
John R. Hinton
/s/Harvey I. Klein* Director March 27, 2002
- -----------------------------
Harvey I. Klein
/s/Frederick S. Moore* Director March 27, 2002
- -----------------------------
Frederick S. Moore
/s/Edith A. Stotler* Director March 27, 2002
- -----------------------------
Edith A. Stotler
/s/Donald W. Thomason* Director March 27, 2002
- -----------------------------
Donald W. Thomason
*By /s/Marcus Jackson March 27, 2002
- -----------------------------
Marcus Jackson
Attorney-in-fact
- 17 -