SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SEURITIES EXCHANGE ACT OF 1934
Date of Report: November 24, 1999
SEMCO ENERGY, 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 2. ACQUISITION OF ASSETS.
On November 1, 1999, SEMCO Energy, Inc. ("SEMCO Energy") closed on the
previously announced acquisition of the assets and certain liabilities of ENSTAR
Natural Gas Company and the outstanding stock of Alaska Pipeline Company
(together known as "ENSTAR"). Certain financial statements of ENSTAR and pro
forma combined financial statements of SEMCO Energy are filed as exhibits to
this report. A Form 8-K filed on November 12, 1999 gives additional information
regarding the acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired - Attached as Exhibit 99.1 are
the ENSTAR Combined Financial Statements and Notes to the Combined Financial
Statements for the Years Ended December 31, 1998, 1997 and 1996 as well as the
audit report of KPMG LLP. Exhibit 99.1 also includes ENSTAR's Combined
Financial Statements for the Nine Months Ended September 30, 1999 and 1998.
(b) Pro Forma Financial Information - Attached as Exhibit 99.2 are the SEMCO
Energy Pro Forma Combined Financial Statements (the "Pro Forma Financial
Statements") reflecting the acquisition of ENSTAR as well as the audit report of
Arthur Andersen LLP. The Pro Forma Financial Statements include a Pro Forma
Combined Statement of Financial Position as of September 30, 1999 and Pro Forma
Combined Statements of Income for the Year Ended December 31, 1998 and the Nine
Months Ended September 30, 1999.
(c) Exhibits -
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Arthur Andersen LLP, independent auditors.
99.1 ENSTAR Combined Financial Statements and Notes to the Combined
Financial Statements for the Years Ended December 31, 1998, 1997
and 1996.
99.2 SEMCO Energy Pro Forma Combined Financial Statements reflecting
the acquisition of ENSTAR.
SIGNATURES
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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: November 24, 1999 By:/s/Sebastian Coppola
_________________________________
Sebastian Coppola
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Form 8-K
November 24, 1999
Filed
Exhibit -----------------------
No. Description Herewith By Reference
23.1 Consent of KPMG LLP, independent auditors. . . X
23.2 Consent of Arthur Andersen LLP, independent
auditors.. . . . . . . . . . . . . . . . . . . X
99.1 ENSTAR Combined Financial Statements and
Notes to the Combined Financial Statements
for the Years Ended December 31, 1998, 1997
and 1996.. . . . . . . . . . . . . . . . . . . X
99.2 SEMCO Energy Pro Forma Financial
Statements reflecting the acquisition of
ENSTAR.. . . . . . . . . . . . . . . . . . . . X