1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1997
or
/ / 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 1-7951
WICOR, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1346701
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53201
--------------------------------------- ----------
(Address of principal executive office) (Zip Code)
(414) 291-7026
----------------------------------------------------
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 21, 1997
- -------------------------- -------------------------------
Common Stock, $1 Par Value 18,591,432
2
INTRODUCTION
WICOR, Inc. ("WICOR" or the "Company") is a diversified holding
company with two principal business groups: an Energy Group
responsible for natural gas distribution and related
services, and a Manufacturing Group responsible for the
manufacture of pumps and processing equipment used to pump,
control, transfer, hold and filter water and other fluids.
The Company engages in natural gas distribution through its
subsidiary, Wisconsin Gas Company ("Wisconsin Gas"), the
oldest and largest natural gas distribution utility in
Wisconsin. Through several nonutility subsidiaries, the
Company also engages in the manufacture and sale of pumps
and processing equipment. The Company's manufactured
products primarily have water system, pool and spa,
agricultural, RV/marine and beverage/food service
applications. The Company markets its manufactured products
in about 100 countries. The Company is incorporated under
the laws of the State of Wisconsin and is exempt from
registration as a holding company under the Public Utility
Holding Company Act of 1935, as amended.
CONTENTS
PAGE
PART I.
Financial Information 1
Management's Discussion and Analysis of
Interim Financial Statements 2-6
Consolidated Financial Statements of WICOR, Inc. (Unaudited):
Consolidated Statements of Income for the Three
and Nine Months Ended September 30, 1997 and 1996 7
Consolidated Balance Sheets as of
September 30, 1997 and December 31, 1996 8-9
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1997 and 1996 10
Notes to Consolidated Financial Statements 11
PART II.
Other Information 12
Signatures 13
3
Part I - Financial Information
Financial Statements
The consolidated statements included herein have been prepared without
audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted
pursuant to such rules and regulations, although management
believes that the disclosures are adequate to make the
information presented not misleading. These condensed
financial statements should be read in conjunction with the
audited financial statements and the notes thereto included
in the WICOR, Inc. Annual Report on Form 10-K for the year
ended December 31, 1996.
In the opinion of management, the information furnished reflects all
adjustments, which in all circumstances were normal and
recurring, necessary for a fair presentation of the results
of operations for the interim periods.
Because of seasonal factors, the results of operations for the interim
periods presented are not necessarily indicative of the
results to be expected for the full calendar year.
4
WICOR, INC.
Consolidated Statements of Operation (Unaudited)
(Thousands of dollars, Except Per Share Data)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
Operating Revenues:
Energy $ 71,045 $ 77,697 $ 420,699 $ 412,968
Manufacturing 102,297 97,442 323,313 318,518
----------- ----------- ----------- -----------
173,342 175,139 744,012 731,486
----------- ----------- ----------- -----------
Operating Costs and Expenses:
Cost of gas sold 46,182 54,860 278,596 266,628
Manufacturing cost of sales 73,528 71,160 233,615 229,759
Operations and maintenance 42,336 42,117 136,275 137,544
Depreciation/amortization 8,376 8,242 24,515 25,680
Taxes, other
than income taxes 2,308 2,176 7,093 7,048
----------- ----------- ----------- -----------
172,730 178,555 680,094 666,659
----------- ----------- ----------- -----------
Operating Income (Loss) 612 (3,416) 63,918 64,827
----------- ----------- ----------- -----------
Interest Expense (3,925) (4,522) (12,300) (13,594)
Other Income and (Expenses) 172 642 184 1,069
----------- ----------- ----------- -----------
Income (Loss) Before
Income Taxes (3,141) (7,296) 51,802 52,302
Income Tax (Benefit)Provision (1,070) (2,818) 19,650 20,179
----------- ----------- ----------- -----------
Net (Loss) Income $ (2,071) $ (4,478) $ 32,152 $ 32,123
=========== =========== =========== ===========
Per Share of Common Stock:
Net (Loss) Income $ (0.11) $ (0.24) $ 1.74 $ 1.75
Cash Dividends $ 0.43 $ 0.42 $ 1.27 $ 1.24
Average Common Shares
Outstanding (Thousands) 18,470 18,391 18,435 18,352
The accompanying notes are an integral part of these statements.
5
WICOR, INC.
Consolidated Balance Sheets
<CAPTION)
September 30,
1997 December 31,
(Unaudited) 1996
Assets ----------- ------------
- ------ (Thousands of Dollars)
Current Assets:
Cash and cash equivalents $ 7,952 $ 18,784
Accounts receivable, less allowance
for doubtful accounts of $13,824
and $14,429, respectively 125,695 150,076
Accrued utility revenues 8,832 59,794
Manufacturing inventories 79,460 72,316
Gas in storage, at weighted average cost 50,552 33,463
Deferred income taxes 21,702 21,706
Prepayments and other 15,005 16,566
----------- ------------
309,198 372,705
Property, Plant and Equipment (less accum- ----------- ------------
ulated depreciation of $489,344
and $477,577, respectively) 443,453 441,408
----------- ------------
Deferred Charges and Other:
Regulatory assets 98,290 101,808
Goodwill 66,072 61,366
Prepaid pension costs 41,282 36,869
Systems development costs 18,831 23,052
Other 21,371 20,444
----------- ------------
245,846 243,539
----------- ------------
$ 998,497 $ 1,057,652
=========== ============
The accompanying notes are an integral part of these statements.
6
WICOR, INC.
Consolidated Balance Sheets
(continued)
September 30,
1997 December 31,
(Unaudited) 1996
Liabilities and Capitalization ------------ ------------
- ------------------------------ (Thousands of Dollars)
Current Liabilities:
Accounts payable $ 75,502 $ 98,951
Refundable gas costs 19,195 31,545
Short-term borrowings 54,492 114,810
Current portion of long-term debt 3,680 4,061
Accrued taxes 7,292 1,260
Accrued payroll and benefits 19,753 17,246
Other 22,303 21,464
------------ ------------
202,217 289,337
------------ ------------
Deferred Credits and Other:
Postretirement benefit obligation 64,806 66,391
Regulatory liabilities 58,599 61,749
Deferred income taxes 39,881 39,668
Accrued environmental remediation costs 35,578 36,222
Unamortized investment tax credit 7,019 7,265
Other 19,026 19,399
------------ ------------
224,909 230,694
------------ ------------
Capitalization:
Long-term debt 189,763 169,169
Common stock 18,588 18,407
Other paid-in capital 231,421 224,041
Retained earnings 138,526 129,777
Cumulative currency translation adjustment (2,348) 1,349
Unearned compensation - ESOP
and restricted stock (4,579) (5,122)
------------ ------------
571,371 537,621
------------ ------------
$ 998,497 $ 1,057,65
============ ============
The accompanying notes are an integral part of these statements.
7
WICOR, INC.
Consolidated Statement of Cash Flows (Unaudited)
Nine Months Ended
September 30,
--------------------------
1997 1996
(Thousands of Dollars) ----------- -----------
Operations:
Net income $ 32,152 $ 32,123
Adj. to reconcile net income to net cash flows:
Depreciation and amortization 40,171 41,341
Deferred income taxes 264 (63)
Change in:
Receivables 76,605 69,489
Manufacturing inventories (3,492) (1,992)
Gas in storage (17,090) (24,034)
Other current assets 649 (3,117)
Accounts payable (25,508) (12,673)
Refundable gas costs (12,350) (6,555)
Accrued taxes 6,975 (3,129)
Accrued payroll and benefits 2,216 4,574
Other current liabilities 202 1,158
Other non-current assets and liabilities, net (13,125) (4,616)
----------- -----------
87,669 92,506
Investment Activities: ----------- -----------
Capital expenditures (34,810) (35,679)
Acquisitions, net of cash acquired (2,065) -
Other 275 477
----------- -----------
(36,600) (35,202)
Financing Activities: ----------- -----------
Change in short-term borrowings (58,293) (39,991)
Reduction in long-term debt (9,594) (8,584)
Issuance of long-term debt 27,000 7,479
Issuance of common stock 2,389 3,502
Dividends paid on common stock (23,403) (22,756)
----------- -----------
(61,901) (60,350)
----------- -----------
Change in Cash and Cash Equivalents (10,832) (3,046)
Cash and Cash Equivalents at Beginning of Period 18,784 20,380
----------- -----------
Cash and Cash Equivalents at End of Period $ 7,952 $ 17,334
=========== ===========
The accompanying notes are an integral part of these statements.
8
Management's Discussion and Analysis
of Interim Financial Statements of
WICOR, Inc.
Results of Operations
- ---------------------
The consolidated net loss for the third quarter of 1997 was $2.1
million or $2.4 million lower than in the comparable period of
the prior year. The Company's energy business typically
incurs a loss in the third quarter due to the seasonal nature
of the gas distribution utility business. However, strength
in the manufacturing operations enabled the Company to post
its smallest third quarter loss in nine years. Consolidated
net income for the nine months ended September 30, 1997
remained relatively flat compared to the same period of last
year.
The following factors had a significant effect on the results of
operations during the three- and nine-month periods ended
September 30, 1997.
Energy
- ------
The net loss for the third quarter of 1997 was slightly less
than the net loss for the 1996 third quarter. Net income for
the nine months ended September 30, 1997 decreased by $2.1
million, or 11%, compared to the same period of last year.
The decrease in 1997 year-to-date net income was due to a
combination of several factors, including weather that was 5%
warmer than in the first nine months of 1996 and a voluntary
$3.0 million annual rate reduction effective November 1, 1996
(see "Regulatory Matters" below), which factors were offset in
part by decreased depreciation expense and interest charges.
Revenues, margins and volumes are summarized below. Margin,
defined as revenues less cost of gas sold, is a better
performance indicator than revenues because the mix of utility
volumes between sales and transportation service affects
revenues but not margin. In addition, changes in the cost of
gas sold are flowed through to revenue for Wisconsin Gas under
a gas adjustment clause with no resulting effect on margin.
The following tables set forth margin data for the Energy
Group and volume data for Wisconsin Gas, for each of the
periods set forth below.
9
Three Nine
Months Ended Months Ended
September 30, September 30,
-------------- % -------------- %
1997 1996 Change 1997 1996 Change
------ ------ ------ ------ ------ ------
(Millions of Dollars)
- ---------------------
Energy Revenues $ 66.6 $ 74.9 (11) $404.5 $403.7 -
Cost of Gas Sold 46.1 54.9 (16) 278.6 266.6 5
------ ------ ------ ------
Sales Margin 20.5 20.0 3 125.9 137.1 (8)
Gas Transportation Margin 4.4 2.8 57 16.2 9.3 74
------ ------ ------ ------
Gross Margin 24.9 22.8 9 142.1 146.4 (3)
------ ------ ------ ------
Operation and Maintenance 22.4 21.5 4 75.0 73.7 2
Depreciation/Amortization 8.0 7.8 3 23.5 24.7 (5)
Interest and Other 2.6 2.5 4 8.1 8.4 (4)
Taxes, Other
Than Income Tax 2.3 2.2 5 7.0 7.1 (1)
------ ------ ------ ------
(Loss) Income
Before Income Taxes (10.4) (11.2) 7 28.5 32.5 (12)
Income Tax
(Benefit) Expense (4.0) (4.2) 5 10.9 12.8 (15)
------ ------ ------ ------
Net (Loss) Income $ (6.6) $ (7.0) 6 $ 17.6 $ 19.7 (11)
====== ====== ====== ======
(Millions of Therms)
- --------------------
Utility Sales Volumes
Firm 53.0 56.9 (7) 541.8 605.2 (10)
Interruptible 10.7 31.8 (66) 58.6 152.8 (62)
Transportation Volume 88.1 60.4 46 309.2 183.1 69
------ ------ ------ ------
Total Throughput 151.8 149.1 2 909.6 941.1 (3)
====== ====== ====== ======
Degree Days (Normal:
3rd Qtr. = 155
Nine Months = 4,543) 162 123 32 4,692 4,956 (5)
====== ====== ====== ======
10
The decrease in firm sales volumes for the third quarter of 1997
was caused principally by firm customers switching from sales
to transportation service. Weather that was slightly colder
than the previous year partially offset the decreased use per
customer. Transportation volumes increased mainly because more
customers purchased gas from sources other than Wisconsin Gas
and transported the volumes over the Wisconsin Gas
distribution system. Historically, the movement to
transportation from gas sales had no impact on margin.
Effective November 1, 1997, a slightly lower margin rate is in
effect for transportation-only customers. The impact on total
Company margin is expected to be immaterial. For the nine
months ended September 30, 1997, the total margin decrease was
largely the result of warmer weather and a $3.0 million
voluntary rate reduction in November 1996. The weather was 3%
colder than normal during the first nine months of 1997 and 5%
warmer than the same period in 1996.
Operations and maintenance expenses increased $0.9 million, or
4%, and $1.3 million, or 2%, for the three and nine months
ended September 30, 1997, respectively, compared with the
similar periods of 1996. The increase for the quarter and
year-to-date periods was due mainly to the increased operating
activities of FieldTech, Inc. ("FieldTech"), a wholly owned
subsidiary of WICOR, and an increase in amounts paid for
outside services. These increases were partially offset by
lower labor and benefit expenses, which included a reduction
in post-retirement benefit expenses reflecting improved health
care cost experience.
Depreciation expense for the nine months ended September 30,
1997, decreased by $1.2 million compared with the comparable
period of 1996. The decrease was due to the one-time impact
of new depreciation rates permitted by the Public Service
Commission of Wisconsin ("PSCW") in 1996.
11
Manufacturing
- -------------
Manufacturing net income for the three and nine months ended
September 30, 1997, increased to $4.5 million and $14.6
million, respectively, as compared with $2.5 million and $12.4
million for the same periods in 1996, respectively.
Three Nine
Months Ended Months Ended
September 30, September 30,
-------------- % -------------- %
(Millions of Dollars) 1997 1996 Change 1997 1996 Change
- --------------------- ------ ------ ------ ------ ------ ------
Net Sales $102.3 $ 97.4 5 $323.3 $318.5 2
Cost of goods sold 73.5 71.2 3 233.6 229.8 2
------ ------ ------ ------
Gross profit 28.8 26.2 10 89.7 88.7 1
Operating expenses 20.3 20.9 (3) 62.3 64.8 (4)
------ ------ ------ ------
Operating income 8.5 5.3 60 27.4 23.9 15
Interest expense and other 1.1 1.3 (15) 4.0 4.1 (2)
------ ------ ------ ------
Net income before
income taxes 7.4 4.0 85 23.4 19.8 18
Income taxes 2.9 1.5 93 8.8 7.4 19
------ ------ ------ ------
Net income $ 4.5 $ 2.5 80 $ 14.6 $ 12.4 18
====== ====== ====== ======
Net sales for the three- and nine-month periods ended September
30, 1997 increased $4.9 million, or 5%, and $4.8 million, or
2%, respectively, compared to the same periods in 1996.
Domestic sales in the third quarter increased by 4% to $66.6
million over the comparable period of 1996. Overall shipments
for beverage, agricultural spraying and pool/spa markets in
North America were up from last year's comparable period. The
increase was due in part to demand for new products and
favorable growing conditions.
12
International sales for the third quarter increased by 6% to
$35.7 million compared to the third quarter of 1996. The
increase in international sales, due primarily to the
introduction of new products was partially offset by currency
translation related to the strengthening U.S. dollar. On a
year-to-date basis, international sales remained relatively
flat compared to the same period in 1996. The Korean economy
and intense price competition had a negative impact on
international water market sales. For the nine months ended
September 30, 1997 and 1996, international sales accounted for
34% and 35%, respectively, of total net sales for the
manufacturing group.
Gross profit margins improved to 28% during the third quarter of
1997 compared to 27% for the same period of last year. Gross
profit margins during the year-to-date period of 1997 remained
relatively flat as compared to the same period of 1996.
Operating expenses, as a percentage of sales, for the nine
months ended September 30, 1997 decreased from 20% to 19%
compared to the same period in 1996 due to cost reduction
programs and improved performance of the Australian
operations.
Interest Expense, Non-Operating Income/Expense and Income Taxes
- ---------------------------------------------------------------
Interest expense decreased by $0.6 million, or 13%, and $1.3
million, or 10%, for the three and nine months ended September
30, 1997, respectively, compared to the similar periods of
1996. The decreases were due primarily to lower borrowing
levels and slightly lower interest rates.
Other income, net of expenses, decreased by $0.9 million, or
83%, compared to the same period of 1996. The decline is
attributable to lower interest income which was the result of
the Company and its subsidiaries investing more of their
available funds internally.
Income tax expense was $0.5 million lower for the first nine
months of 1997 compared to the same period last year,
reflecting slightly lower pre-tax income.
Financial Condition
- -------------------
Cash flow from operations for the nine months ended September
30, 1997, decreased by $4.8 million, or 5%, from the
comparable period in 1996. The decrease was the result of
higher recovered gas costs in the first half of 1996 due to
colder weather. Pipeline refunds, which will be refunded to
customers during the fourth quarter of 1997, partially offset
the decrease in cash flow from operations. Due to the
seasonal nature of the energy business, accrued revenues,
accounts receivable and accounts payable amounts are higher in
the heating season as compared with the summer months.
13
Capital expenditures of $34.8 million for the nine months ended
September 30, 1997, remained relatively flat compared to the
same period in 1996.
In August 1997, Sta-Rite Industries Inc., a subsidiary of the
Company, acquired a line of swimming pool and spa lighting
equipment made by Hydrel, a division of California-based GTY
Industries, in a cash transaction accounted for as an asset
purchase. In September 1997, the Company acquired Fibredyne,
Inc., a privately-held, Dover, New Hampshire-based
manufacturer of specialty filter cartridges for purification
of drinking water and electroplating solutions, and for
various high-purity industrial applications, in a stock
transaction accounted for as a purchase. The total purchase
price for both companies was under $10 million.
During the third quarter of 1997, the Company, and certain
subsidiaries, renegotiated certain of their existing revolving
credit facilities and subsequently refinanced the remaining
outstanding principal balance (approximately $27 million) of
the credit facility entered into in connection with the July
1995 acquisition of Hypro Corporation. Restrictive covenants
under the new five-year $115 million credit facilities, which
expire on August 6, 2002, include leverage and interest
coverage ratios.
Additional short-term borrowing will be needed during the fourth
quarter of 1997 to finance working capital primarily related
to gas purchased for injection into storage and accounts
receivable. The Company has sufficient borrowing capacity
under existing lines of credit to satisfy these working
capital needs.
On July 22, 1997, the Board of Directors of the Company
authorized an increase in the Company's dividend per share on
common stock to $0.43 per quarter ($1.72 per share on an
annualized basis). The first quarterly payment at the new
amount was made August 29, 1997, to shareholders of record on
August 8, 1997.
Regulatory Matters
- ------------------
Wisconsin Gas voluntarily reduced its utility rates by $3.0
million on an annualized basis effective November 1, 1996.
With this reduction, Wisconsin Gas's rates recover $7.5
million per year less than the maximum margin allowed by the
PSCW's November 1994 rate order. The Company announced a
further $1.5 million rate reduction on an annualized basis
effective November 1, 1997. The Company has the ability to
raise or lower margin rates within a specified range on a
quarterly basis.
14
On November 4, 1997, the PSCW granted Wisconsin Gas's request
for a one-year extension of the Performance-based Alternative
Ratemaking Mechanism through October 31, 1999.
New Accounting Pronouncement
- ----------------------------
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share."
This statement simplifies the standards for computing earnings
per share ("EPS") and makes them comparable to international
EPS standards and will be effective in the last quarter of
fiscal 1997. This statement is not expected to have a
material impact on the Company's reported EPS.
15
Notes to Consolidated Financial Statements (Unaudited):
1) At September 30, 1997 WICOR had borrowings of $19.3 million
under total unsecured lines of credit of $238.6 million with
several banks. The Company has classified $27.0 million of
commercial paper as long-term debt as of September 30, 1997. A
total of $35.2 million of commercial paper, classified as short-
term debt, was outstanding as of September 30, 1997 at a weighted
average interest rate of 5.6%.
2) For purposes of the Consolidated Statements of Cash Flows,
income taxes paid, net of refunds, and interest paid (excluding
capitalized interest) were as follows:
For the Nine Months
Ended September 30,
----------------------
1997 1996
---------- ----------
(Thousands of Dollars)
Income taxes paid $ 14,556 $ 28,050
Interest paid $ 12,008 $ 11,687
3) During the third quarter of 1997, WICOR and its subsidiaries
consummated two acquisitions. The aggregate purchase price of
these acquisitions totaled less than $10 million. Effective
August 4, 1997, Sta-Rite Industries, Inc. acquired, for cash and
the assumption of certain liabilities, a line of swimming pool
and spa lighting equipment made by Hydrel, a division of
California-based GTY Industries. Effective September 17, 1997,
the Company acquired, for stock, Fibredyne, Inc., a privately-
held, Dover, New Hampshire based manufacturer of specialty filter
cartridges for purification of drinking water and electroplating
solutions, and for various high-purity industrial applications.
Both acquisitions have been accounted for as purchases with
results included in WICOR's financial statements subsequent to
the acquisition date.
4) The Financial Accounting Standards Board has issued
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share". This statement simplifies the standards for
computing earnings per share ("EPS") and makes them comparable
to international EPS standards and will be effective in the
last quarter of fiscal 1997. This statement is not expected
to have a material impact on the Company's EPS.
16
Part II - Other Information
Item 2. Changes In Securities
- -----------------------------
On September 17, 1997, the Company issued 127,838 shares of its
Common Stock, $1 par value ("Common Stock"), in connection with
its acquisition of Fibredyne, Inc. ("Fibredyne"). The
acquisition was structured as a merger of a newly-formed wholly-
owned subsidiary of the Company with and into Fibredyne, which
was the surviving corporation. The Company received all the
outstanding capital stock of Fibredyne and the sole shareholder
of Fibredyne received 127,838 shares of Common Stock upon the
consummation of the merger. The issuance of the Common Stock to
such shareholder was exempt from registration under the
Securities Act of 1993, as amended, pursuant to Section 4(2)
thereof.
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits
4.1 Revolving Credit Agreement dated as of August 6, 1997, among
WICOR, Inc. and Citibank, N.A., as agent, Firstar Bank
Milwaukee, N.A., Harris Trust and Savings Bank and M&I
Marshall & Illsley Bank.
4.2 Revolving Credit Agreement dated as of August 6, 1997, among
Wisconsin Gas Company and Citibank, N.A., as agent, Firstar
Bank Milwaukee, N.A., Harris Trust and Savings Bank and M&I
Marshall & Illsley Bank.
4.3 Revolving Credit Agreement dated as of August 6, 1997, among
WICOR Industries, Inc. and Citibank, N.A., as agent, Firstar
Bank Milwaukee, N.A., Harris Trust and Savings Bank and M&I
Marshall & Illsley Bank.
27 Financial data schedule (EDGAR version only).
(b) Reports on Form 8-K - There were no reports on Form 8-K
filed by the Company during the third quarter of 1997.
17
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.
WICOR, INC.
Dated: October 31, 1997 By: /s/ Joseph P. Wenzler
------------------------
Joseph P. Wenzler
Senior Vice President, Treasurer
and Chief Financial Officer
18
WICOR, Inc.
Index to Exhibits
4.1 Revolving Credit Agreement dated as of August 6, 1997,
among WICOR, Inc. and Citibank, N.A., as agent, Firstar
Bank Milwaukee, N.A., Harris Trust and Savings Bank and
M&I Marshall & Illsley Bank.
4.2 Revolving Credit Agreement dated as of August 6, 1997,
among Wisconsin Gas Company and Citibank, N.A., as
agent, Firstar Bank Milwaukee, N.A., Harris Trust and
Savings Bank and M&I Marshall & Illsley Bank.
4.3 Revolving Credit Agreement dated as of August 6, 1997,
among WICOR Industries, Inc. and Citibank, N.A., as
agent, Firstar Bank Milwaukee, N.A., Harris Trust and
Savings Bank and M&I Marshall & Illsley Bank.
27 Financial data schedule (EDGAR version only).