SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 13, 1997
SEMCO Energy, Inc.
(formerly Southeastern Michigan Gas Enterprises, Inc.)
(Exact name of registrant as specified in its charter)
Michigan 0-8503 38-2144267
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
405 Water Street, Port Huron, Michigan 48060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 810-987-2200
Item 5. Other Events.
On August 13, 1997, the Company, through a new subsidiary, acquired the
assets and business of Michigan-based Sub-Surface Construction Co.
("Sub-Surface") for $15.4 million in cash plus the assumption of certain
liabilities. Sub-Surface primarily constructed underground natural gas
distribution pipelines, service lines and associated facilities. Through the
Company's new subsidiary, SEMCO Energy Construction Co. ("SEMCO Construction"),
the Company now provides these construction services, which are strongly
related to the Company's core energy business expertise.
Sub-Surface was a privately held construction company headquartered in
Comstock Park, Michigan, and owned by Stewart Kniff. Sub-Surface operated five
facilities in Michigan and employed at the peak of the construction season
nearly 450 employees, many of whom were union field employees. Sub-Surface had
annual revenues of approximately $33 million, and had a long relationship with
natural gas distribution companies throughout Michigan.
SEMCO Construction has taken over Sub-Surface's business with essentially
the same employees and will operate under the Sub-Surface name. SEMCO
Construction intends to continue Sub-Surface's high-quality construction
services to natural gas distribution companies. These services include
installation of new distribution pipelines, mains and service lines to deliver
natural gas as new customers demand service. SEMCO Construction will also
continue significant maintenance and replacement services for existing gas
mains and service lines.
The Company hopes to grow this business in Michigan and surrounding
states. Infrastructure work for electric, telephone, and cable services is
a possible extension of the business.
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Item 7.(c) Exhibits.
2.(i) Asset Purchase Agreement dated August 9, 1997, between
Sub-Surface Construction Co., Stewart Kniff and SEMCO Energy Construction Co.
2.(ii) First Amendment to Asset Purchase Agreement.
2.(iii) Amendment to Leased Equipment Purchase Agreements and Asset
Purchase Agreement.
2.(iv) List of Schedules and Exhibits.
2.(v) Agreement to Furnish Schedules and Exhibits.
27. Financial Data Schedule.
SIGNATURES
Pursuant to the requirements 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.
(Registrant)
Dated: August 28, 1997 By: William L. Johnson
President and C.E.O.
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EXHIBIT INDEX
Form 8-K
August 13, 1997
Filed
--------------------
Exhibit By
No. Description Herewith Reference
- -------- ----------- -------- ---------
2.(i) Asset Purchase Agreement dated as of
August 9, 1997, between Sub-Surface
Construction Co., Stewart Kniff and
SEMCO Energy Construction Co. x
2.(ii) First Amendment to Asset Purchase Agreement. x
2.(iii) Amendment to Leased Equipment Purchase
Agreements and Asset Purchase Agreement. x
2.(iv) List of Schedules and Exhibits. x
2.(v) Agreement to Furnish Schedules and Exhibits. x
27 Financial Data Schedule. (a) x
Key to Exhibits Incorporated by Reference
(a) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended
June 30, 1997, File No. 0-8503.
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