1 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: October 23, 1998 (Date of earliest event reported) 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 2 Item 7(c) Exhibits. 4.1 Distribution Agreement dated October 23, 1998 between SEMCO Energy, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co., Incorporated, A.G. Edwards & Sons, Inc. and Edward D. Jones & Co., L.P. pertaining to an offering of $150,000,000 of Medium-Term Notes due nine months or more from date of issue. 4.2 Form of Fixed Rate Medium Term Note. 4.3 Form of Floating Rate Medium Term Note. 3 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: October 23, 1998 By: /s/ William L. Johnson ------------------------- William L. Johnson Its: President and C.E.O. 4 EXHIBIT INDEX FORM 8-K October 23, 1998 Filed ------- Exhibit By No. Description Herewith Reference --- ----------- -------- --------- 4.1 Distribution Agreement dated October 23, 1998 between SEMCO Energy, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, X Fenner & Smith Incorporated, Morgan Stanley & Co., Incorporated, A.G. Edwards & Sons, Inc. and Edward D. Jones & Co., L.P. pertaining to an offering of $150,000,000 of Medium Term Notes due nine months or more from date of issue. 4.2 Form of Fixed Rate Medium Term Note. X 4.3 Form of Floating Rate Medium Term Note. X