<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 2-35965
NORTH SHORE GAS COMPANY
(Exact name of registrant as specified in its charter)
ILLINOIS 36-1558720
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
24TH FLOOR, 130 EAST RANDOLPH DRIVE, CHICAGO, ILLINOIS 60601-6207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 240-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
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 (#229.405 of this chapter) 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. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant:
None.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, without par value, 3,625,887 shares outstanding at November
30, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
CONTENTS
Page
Item No. No.
- -------- ----
PART I
1. Business 3
2. Properties 7
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
PART II
5. Market for the Company's Common Stock and Related
Stockholder Matters 8
6. Selected Financial Data 9
7. Management's Discussion and Analysis of Results
of Operations and Financial Condition 10
8. Financial Statements and Supplementary Data 16
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 36
PART III
10. Directors and Executive Officers of the Company 37
11. Executive Compensation 39
12. Security Ownership of Certain Beneficial Owners and
Management 42
13. Certain Relationships and Related Transactions 43
PART IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 44
Signatures 46
Exhibit Index 47
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<PAGE>
NORTH SHORE GAS COMPANY
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED SEPTEMBER 30, 1995
PART I
ITEM 1. BUSINESS
GENERAL
North Shore Gas Company (Company), an operating public utility, is engaged
primarily in the purchase, storage, distribution, sale, and transportation of
natural gas. It has about 133,000 residential, commercial, and industrial
retail sales and transportation customers within its service area of
approximately 275 square miles, located in Northeastern Illinois. It serves 54
communities and adjacent areas, including those situated along Lake Michigan
from Winnetka, Illinois, to the Illinois-Wisconsin state line. This area, with
an estimated population of about 400,000, contains residential concentrations
and a diversity of industrial and commercial establishments, as well as some
farm lands. The Company had 244 employees at September 30, 1995.
At September 30, l995, the common stock of the Company and of its
affiliate, The Peoples Gas Light and Coke Company (Peoples Gas), was wholly
owned by Peoples Energy Corporation (Peoples Energy).
COMPETITION
The Company holds certificates of public convenience and necessity issued
by the Illinois Commerce Commission (Commission) for the conduct by the Company
of its operations in the territory that it serves. It holds a license agreement
from Lake County, Illinois, and, with minor exceptions, franchises from all of
the incorporated cities and villages in its service territory. The franchises
are of various terms and expiration dates and are generally subject to various
other conditions, restrictions, or limitations not deemed materially burdensome.
Absent extraordinary circumstances, potential competitors are barred from
constructing competing gas distribution systems in the Company's service
territory by a judicial doctrine known as the "first in the field" doctrine. In
addition, the high cost of installing duplicate distribution facilities would
render the construction of a competing system impractical.
Competition in varying degrees exists between natural gas and other fuels
or forms of energy available to consumers in the Company's service area.
State and federal regulators are currently evaluating ways in which the
generation and distribution of electricity may be deregulated so that end users
may purchase electricity from producers other than their local electric utility
and require such local utility to transport the electricity so purchased, a
concept commonly referred to as "retail wheeling." In the event retail wheeling
were permitted in the Company's service territory, the cost of electricity would
be expected to decline, thereby reducing the advantage of lower operating costs
that natural gas currently enjoys over electricity.
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<PAGE>
A substantial portion of the gas that the Company delivers to its customers
consists of gas that the Company's customers purchase directly from producers
and marketers rather than from the Company. The direct customer purchases have
no effect on net income because the Company provides transportation service for
such gas volumes and recovers margins similar to those applicable to
conventional gas sales.
A pipeline may seek to provide transportation service directly to end-
users. Such direct service by a pipeline to an end-user would bypass the local
distributor's service and reduce the distributor's earnings. However, the
Company's pipeline supplier has not undertaken any service bypassing the
Company. The Company has a bypass rate approved by the Commission which allows
the Company to renegotiate rates with customers that are potential bypass
candidates.
SALES AND RATES
The Company sells natural gas having an average heating value of
approximately 1,000 British thermal units (Btu's) per cubic foot.* Sales are
made and service rendered by the Company pursuant to a rate schedule on file
with the Commission containing various service classifications largely
reflecting customers' different uses and levels of consumption. The Gas Charge
is determined in accordance with the provisions in Rider 2, Gas Charge and
Refund Adjustments, to recover the costs incurred by the Company to purchase,
transport, manufacture, and store gas supplies. The level of the Gas Charge
under the Company's rate schedule is adjusted monthly to reflect increases or
decreases in natural gas supplier charges, purchased storage service costs,
transportation charges, and liquefied petroleum gas costs. In addition, under
the tariffs of the Company, the difference for any fiscal year between costs
recoverable through the Gas Charge and the revenues billed to customers under
the Gas Charge is refunded or recovered over a 12-month billing cycle beginning
the following January 1. Consistent with these tariff provisions, such
difference for any month is recorded either as a current liability or a current
asset (with a contra entry to Gas Costs), and the fiscal year-end balance is
amortized over the 12-month period beginning the following January 1. The
Company also has been recovering, through its rates, pipeline charges billed for
transition costs resulting from the implementation of Federal Energy Regulatory
Commission (FERC) Order No. 636. (See Notes 1J, 2A, and 2B of the Notes to
Consolidated Financial Statements.)
The business of the Company is influenced by seasonal weather conditions
because a large element of the Company's customer load consists of space
heating. Weather-related deliveries can, therefore, have a significant positive
or negative impact on net income. (For discussion of the effect of the seasonal
nature of gas sales on cash flow, see Liquidity in Item 7.)
The basic marketing plan of the Company is to maintain its existing share
in all market segments and develop opportunities emerging from changes in the
utility environment and technological equipment advances for new, expanded, or
current natural gas applications, including cogeneration, prime movers, natural
gas-fueled vehicles, and natural gas space conditioning.
- --------------------------------------------------------------------------------
* All volumes of natural gas set forth in this report are stated on a 1,000 Btu
(per cubic foot) billing basis. (100 cubic feet = 1 therm; 10 therms = 1
Dekatherm)
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<PAGE>
STATE LEGISLATION AND REGULATION
The Company is subject to the jurisdiction of and regulation by the
Commission, which has general supervisory and regulatory powers over practically
all phases of the public utility business in Illinois, including rates and
charges, issuance of securities, services and facilities, systems of accounts,
investments, safety standards, transactions with affiliated interests, as
defined in the Illinois Public Utilities Act, and other matters.
In 1992, the Commission issued an order in its consolidated proceedings,
initiated in 1991, regarding the appropriate ratemaking treatment of
environmental costs relating to past manufactured gas operations incurred by
Illinois utilities, including the Company and Peoples Gas. In its order, the
Commission approved rate recovery of such environmental costs but required that
the recovery occur over a five-year period without recovery of carrying charges
on unrecovered balances. The part of the Commission's order that disallowed
recovery of carrying charges on unrecovered balances has been reversed on appeal
by the Illinois Supreme Court, which has remanded the case to the Commission.
(See Note 2A of the Notes to Consolidated Financial Statements. Also see Note
13 "Events (Unaudited) Subsequent to the Auditors' Report Dated November 1,
1995.")
On September 15, 1993, the Commission entered an order initiating an
investigation into the appropriate means of recovery by Illinois gas utilities
of pipeline charges for FERC Order 636 transition costs. The Illinois Appellate
Court affirmed the Commission's order on rehearing on September 21, 1995. (See
Notes 1J, 2A, and 2B of the Notes to Consolidated Financial Statements.)
The Company filed proposed changes in rates with the Commission in
December 1994. (See Note 2A of the Notes to Consolidated Financial Statements.
Also see Note 13 "Events (Unaudited) Subsequent to the Auditors' Report Dated
November 1, 1995.")
On September 29, 1995, the Company filed a petition with the Commission for
approval of a performance-based rate program for gas costs. (See Liquidity --
Regulatory Actions in Item 7.)
FEDERAL LEGISLATION AND REGULATION
By Order entered on December 6, 1968 (Holding Company Act Release No.
16233), the Securities and Exchange Commission, pursuant to Section 3(a)(1) of
the Public Utility Holding Company Act of 1935 (Act), exempted Peoples Energy
and its subsidiary companies as such (including the Company) from the provisions
of the Act, other than Section 9(a)(2) thereof.
All of the gas distributed by the Company is transported to the Company's
distribution system by Natural Gas Pipeline Company of America (Natural). In
its provision of gas sales services (gathering, transportation and storage
services, and gas supply) Natural is regulated by the FERC under the Natural Gas
Act and the Natural Gas Policy Act of 1978. (See "Sales and Rates" and "Current
Gas Supply" in Item 1.)
The Company is subject to federal and state environmental laws. The
Company is conducting environmental investigations and work at certain sites
that were the location of former manufactured gas plant operations. (See Note
3A of the Notes to Consolidated Financial Statements.) In addition, the Company
has received a demand for payment of environmental response costs at a former
mineral processing site in Denver, Colorado. (See Note 3B of the Notes to
Consolidated Financial Statements.) Also, the Company was informed by the
Illinois Environmental Protection Agency (IEPA) that an enforcement action would
be brought against the Company for violating certain provisions of the Illinois
Environmental Protection Act which prohibit water pollution within the State of
Illinois. (See Note 3C of the Notes to Consolidated Financial Statements.)
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<PAGE>
In 1992, the FERC issued Order No. 636 and successor orders that required
substantial restructuring of the service obligations of interstate pipelines.
(See Notes 1J, 2A, and 2B of the Notes to Consolidated Financial Statements.)
ENVIRONMENTAL MATTERS
See Note 3 of the Notes to Consolidated Financial Statements.
CURRENT GAS SUPPLY
The Company has entered into various long-term and short-term firm gas
supply contracts. When used in conjunction with contract storage and company-
owned peak-shaving facilities, such supply is deemed sufficient to meet current
and foreseeable peak and annual market requirements.
Although the Company believes North American supply to be sufficient to
meet U.S. market demands for the foreseeable future, it is unable to quantify or
otherwise make specific representations regarding national supply availability.
The following tabulation shows the Company's expected design peak-day
availability of gas in thousands of dekatherms (MDth) during the 1995-96 heating
season:
<TABLE>
<CAPTION>
Design Peak-Day Year of
Availability Contract
Source (MDth) Expiration
---------------- --------------- ------------
<S> <C> <C>
Firm direct purchases (1) 106 1996-2000
Liquefied petroleum gas (2) 40
Storage gas
Leased (3) 165 1998-2000
Peoples Gas - Manlove (4) 63
Customer-owned gas (5) 25
---
Total expected design
peak-day availability 399
---
---
</TABLE>
(1) Consists of firm gas purchases from non-pipeline suppliers delivered
utilizing firm pipeline transportation. The majority of the gas purchase
contracts are negotiated annually. The term of the transportation
contracts varies with the longest term being 5 years.
(2) Reflects derating of capacity, as accepted by the Commission Staff in
Docket 91-0581.
(3) Consists of leased storage services required to meet design day
requirements with contract lengths varying from 3 to 5 year terms.
(4) Manlove Field, Peoples Gas' underground storage facility located near
Champaign, Illinois, has a seasonal top-gas capacity (excluding volumes
required to support late-season peaking requirements) of approximately
33,000 MDth, of which approximately 1,914 MDth is dedicated to the Company.
For the 1995-96 heating season, the Company has contracts for a maximum
daily deliverability of 63 MDth.
(5) Consists of gas supplies purchased directly from producers and marketers by
the utilities' commercial, industrial, and larger residential customers.
- 6 -
<PAGE>
The sources of gas supply (including gas transported for customers) in
thousands of dekatherms (MDth) for the Company for the three fiscal years ended
September 30, 1995, 1994, and 1993, were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Source:
Natural Gas Pipeline Co. (a) -- 2,384 12,293
Other suppliers (b) 20,294 23,415 12,297
Liquefied petroleum gas produced 9 79 61
Customer-owned gas -- received 12,379 12,017 11,956
Underground storage -- net 3,059 (718) (80)
Company use, franchise requirements,
and unaccounted-for gas (636) (339) (381)
------ ------ ------
Total (c) 35,105 36,838 36,146
------ ------ ------
------ ------ ------
</TABLE>
(a) The DMQ-1 supply contract terminated on November 30, 1993.
(b) The Company purchases significant quantities of gas directly from various
suppliers. Commencing December 1, 1993, Natural unbundled its rates and
all purchases are from non-pipeline suppliers.
(c) See "Gas Sold and Transported" in Item 6.
ITEM 2. PROPERTIES
All of the principal plants and properties of the Company have been
maintained in the ordinary course of business and are believed to be in
satisfactory operating condition. The following is a brief description of the
principal plants and operating units of the Company.
The distribution system of the Company, at September 30, 1995, consisted of
approximately 2,000 miles of distribution mains and necessary pressure
regulators, approximately 121,000 services (pipe connecting the mains with
piping on the customers' premises), and approximately 136,000 meters installed
on customers' premises. Also, the Company's transmission system consists of
approximately 15 miles of transmission pipeline. In addition, the Company has
liquefied petroleum gasification and storage facilities. It also owns and has a
substantial investment in office and service buildings, garages, repair shops,
and motor vehicles, together with the equipment, tools, and fixtures necessary
to conduct utility business.
Most of the principal plants and properties of the Company, other than
mains, services, meters, regulators, and cushion gas in underground storage, are
located on property owned in fee. Substantially all gas mains are located in
public streets, alleys, and highways, or under property owned by others under
grants of easements. Meters and house regulators in use and a portion of
services are located on premises being served.
Substantially all of the physical properties now owned or hereafter
acquired by the Company are subject to (a) the first-mortgage lien of the
Company's mortgage to First Trust of Illinois, National Association, as Trustee,
to secure the principal amount of the Company's outstanding first mortgage bonds
and (b) in certain cases, other exceptions and defects that do not interfere
with the use of the property.
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<PAGE>
ITEM 3. LEGAL PROCEEDINGS
See Notes 2 and 3 of the Notes to Consolidated Financial Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company is a wholly owned subsidiary of Peoples Energy.
-8-
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA (a)
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993 1992 1991
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS (thousands)
Operating Revenues:
Residential $104,034 $130,654 $121,733 $100,673 $ 95,963
Commercial 14,677 21,834 20,539 17,430 18,299
Industrial 3,321 6,392 5,161 3,610 4,023
Transportation of customer-owned gas (b) 13,188 11,185 11,751 10,419 11,942
Other 1,309 1,060 1,041 708 614
- -----------------------------------------------------------------------------------------------------
Total Operating Revenues $136,529 $171,125 $160,225 $132,840 $130,841
Less -- Gas costs 72,815 105,042 93,800 71,418 77,614
-- Revenue taxes 9,158 10,962 10,622 9,212 8,786
- -----------------------------------------------------------------------------------------------------
Net Operating Revenues $ 54,556 $ 55,121 $ 55,803 $ 52,210 $ 44,441
Net income applicable to common stock $ 9,048 $ 10,378 $ 8,973 $ 12,527 $ 6,603
Dividends declared on common stock $ 5,947 $ 7,107 $ 6,672 $ 2,538 $ 1,595
- -----------------------------------------------------------------------------------------------------
ASSETS AT YEAR-END (thousands)
Property, plant and equipment $272,869 $259,375 $248,580 $227,557 $203,412
Less -- Accumulated depreciation 86,950 80,639 75,110 70,425 65,937
- -----------------------------------------------------------------------------------------------------
Net Property, Plant and Equipment $185,919 $178,736 $173,470 $157,132 $137,475
Total assets $234,633 $234,364 $235,431 $208,297 $176,110
Capital expenditures -- construction $ 14,901 $ 12,595 $ 22,824 $ 26,061 $ 18,308
- -----------------------------------------------------------------------------------------------------
CAPITALIZATION AT YEAR-END (thousands)
Common equity $ 86,781 $ 83,680 $ 80,409 $ 78,108 $ 68,119
Long-term debt 72,724 76,925 80,925 56,053 56,688
- -----------------------------------------------------------------------------------------------------
Total Capitalization $159,505 $160,605 $161,334 $134,161 $124,807
- -----------------------------------------------------------------------------------------------------
CAPITALIZATION AT YEAR-END (per cent)
Common equity 54 52 50 58 55
Long-term debt 46 48 50 42 45
- -----------------------------------------------------------------------------------------------------
Total Capitalization 100 100 100 100 100
- -----------------------------------------------------------------------------------------------------
GAS SOLD AND TRANSPORTED (thousands of dekatherms)
Gas Sales:
Residential 19,062 20,228 20,009 19,202 18,220
Commercial 2,873 3,641 3,529 3,638 3,564
Industrial 702 1,005 953 825 829
Transportation of customer-owned gas (b) 12,468 11,964 11,655 11,657 11,311
- -----------------------------------------------------------------------------------------------------
Total Gas Sales and Transportation 35,105 36,838 36,146 35,322 33,924
Margin per Dth delivered $ 1.55 $ 1.50 $ 1.54 $ 1.48 $ 1.31
- -----------------------------------------------------------------------------------------------------
NUMBER OF CUSTOMERS (average)
Residential 122,591 119,190 116,644 114,357 111,783
Commercial 7,674 7,656 7,493 7,306 7,080
Industrial 820 802 809 695 635
Transportation (b) 1,626 1,479 1,399 1,471 1,543
- -----------------------------------------------------------------------------------------------------
Total Customers 132,711 129,127 126,345 123,829 121,041
- -----------------------------------------------------------------------------------------------------
DEGREE DAYS 5,897 6,701 6,679 6,320 5,927
Per cent of normal (6,536) 90 103 102 97 91
- -----------------------------------------------------------------------------------------------------
</TABLE>
(a) The Company is a wholly owned subsidiary of Peoples Energy; therefore, per-
share data are omitted.
(b) Includes commercial, industrial, and larger residential customers.
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<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
NET INCOME
Net income applicable to common stock decreased $1.3 million, to $9
million, in fiscal 1995 from 1994, due principally to weather that was 12 per
cent warmer than in 1994, decreasing net income by about $1.6 million. Also
contributing to the year-to-year earnings decline were increases in interest
expense together with a lower amortization of deferred tax credits. Partially
offsetting these items was higher non-weather related gas deliveries. In
addition, fiscal 1995 benefited from the sale of certain oil and gas rights.
In 1994, net income applicable to common stock increased $1.4 million, to
$10.4 million. Results for the fiscal year included the recording of one-half
of an Internal Revenue Service (IRS) income tax settlement that increased net
income by $1.1 million. (See Note 6D of the Notes to Consolidated Financial
Statements.)
Earnings for fiscal 1996 are expected to be positively affected by the
Company's higher rates for service that were put into effect in November 1995.
(See Note 2A of the Notes to Consolidated Financial Statements. Also see Note
13 "Event (Unaudited) Subsequent to the Auditors' Report Dated
November 1, 1995.")
A summary of variations affecting income between years is presented below,
with explanations of significant differences following:
<TABLE>
<CAPTION>
Fiscal 1995 Fiscal 1994
over 1994 over 1993
-------------------- -------------------
Amount Amount
(000's) Per Cent (000's) Per Cent
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net operating revenues (a) $ (565) (1.0) $ (682) (1.2)
Operation and maintenance expenses (1,903) (7.2) (937) (3.4)
Depreciation expense 378 5.5 668 10.8
Other income (1,339) (68.1) 972 97.7
Income deductions 551 8.3 (559) (7.7)
Net income applicable to common stock (1,330) (12.8) 1,405 15.7
- -------------------------------------------------------------------------------------------------------
(a) Operating revenues, net of gas costs and revenue taxes.
</TABLE>
NET OPERATING REVENUES
Gross revenues of the Company are affected by changes in the unit cost of
the Company's gas purchases and do not include the cost of gas supplies for
customers who purchase gas directly from producers and marketers rather than
from the Company. The direct customer purchases have no effect on net income
because the Company provides transportation service for such gas volumes and
recovers margins similar to those applicable to conventional gas sales. Changes
in the unit cost of gas do not significantly affect net income because the
Company's tariffs provide for dollar-for-dollar recovery of gas costs. (See Note
1J of the Notes to Consolidated Financial Statements.) The Company's tariffs
also provide for dollar-for-dollar recovery of the cost of revenue taxes imposed
by the state and various municipalities.
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<PAGE>
Since income is not significantly affected by changes in revenue from
customers' gas purchases from producers or marketers rather than from the
Company, changes in gas costs, or changes in revenue taxes, the discussion below
pertains to "net operating revenues" (operating revenues, net of gas costs and
revenue taxes). The Company considers net operating revenues to be a more
pertinent measure of operating results than gross revenues.
Net operating revenues decreased $565,000, to $54.6 million, in 1995, due
primarily to a decline in natural gas deliveries of 1.7 Bcf, to 35.1 Bcf,
reflecting weather that was 12 per cent warmer than in 1994 and 10 per cent
warmer than normal. Partially offsetting the effect of the milder weather, was
higher gas deliveries reflecting an increase of about 3,600 customers over the
1994 level.
In 1994, net operating revenues declined $682,000, to $55.1 million,
attributable mainly to a decrease of $1.6 million in environmental costs
recovered through rates partially offset by higher gas deliveries reflecting an
increase of approximately 2,800 customers over the prior period. The total
fiscal 1994 weather impact was comparable with fiscal 1993.
See Other Matters -- Operating Statistics for details of selected financial
and operating information by gas service classification.
OPERATION AND MAINTENANCE EXPENSES
Operation and maintenance expenses decreased $1.9 million, in 1995, to
$24.6 million, due chiefly to recognizing approximately $1.5 million for the
fiscal 1995 portion of the IRS settlement (see Note 6D of the Notes to
Consolidated Financial Statements), together with lower environmental costs
recovered through rates. These decreases were partially offset by incurred
reengineering costs.
In 1994, operation and maintenance expenses decreased $937,000, to
$26.5 million, due principally to lower environmental costs and injuries and
damages expenses, offset in part, by increased legal and group insurance
expenses, largely related to postretirement benefits.
DEPRECIATION EXPENSE
Depreciation expense increased $378,000, to $7.2 million, in 1995, and
$668,000, to $6.9 million, in 1994, due primarily to depreciable property
additions.
OTHER INCOME
Other income declined $1.3 million, to $628,000, in 1995, due principally
to the 1994 recognition of the IRS settlement of $1.1 million after income taxes
(see Notes 4 and 6D of the Notes to Consolidated Financial Statements) and lower
interest income on amounts recoverable from customers. These decreases were
partially offset by higher interest income resulting from larger cash balances
and higher interest rates.
In 1994, other income increased $972,000, to $2.0 million, due mainly to
recording the aforementioned IRS settlement.
INCOME DEDUCTIONS
Income deductions increased $551,000, to $7.2 million, in 1995, due largely
to interest on amounts refundable to customers, offset, in part, by reduced
interest on long-term debt reflecting less principal outstanding.
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<PAGE>
In 1994, income deductions declined $559,000, to $6.7 million, due
primarily to reduced interest on long-term debt reflecting less principal
outstanding at lower rates.
OTHER MATTERS
EFFECT OF WEATHER. Weather variations affect the volumes of gas delivered for
heating purposes and, therefore, can have a significant positive or negative
impact on net income and coverage ratios.
ACCOUNTING STANDARDS. Effective October 1, 1993, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." This statement requires the
accrual of the expected costs of such benefits during the employees' years of
service. (See Note 5B of the Notes to Consolidated Financial Statements.)
Effective October 1, 1994, the Company adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits." This statement requires the accrual of
certain benefits provided to former or inactive employees after employment but
before retirement. (See Note 5C of the Notes to Consolidated Financial
Statements.)
FERC ORDER 636 COSTS. In 1992, the FERC issued Order No. 636 and successor
orders that required substantial restructuring of the service obligations of
interstate pipelines. (See Notes 1J, 2A, and 2B of the Notes to Consolidated
Financial Statements.)
On September 15, 1993, the Commission entered an order initiating an
investigation into the appropriate means of recovery by Illinois gas utilities
of pipeline charges for FERC Order 636 transition costs. The Illinois Appellate
Court affirmed the Commission's order on rehearing on September 21, 1995. (See
Notes 1J, 2A, and 2B of the Notes to Consolidated Financial Statements.)
REENGINEERING STUDY. The Company is undertaking a major project to reengineer
its business processes with the goal of increasing efficiency, responsiveness to
customer needs, and cost effectiveness. The project commenced in September 1994
and is expected to continue for at least two years.
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<PAGE>
OPERATING STATISTICS. The following table represents gas distribution margin
components:
<TABLE>
<CAPTION>
For fiscal years ended September 30,
------------------------------------
1995 1994 1993
--------- -------- --------
<S> <C> <C> <C>
Operating Revenues (thousands):
Gas sales
Residential $104,034 $130,654 $121,733
Commercial 14,677 21,834 20,539
Industrial 3,321 6,392 5,161
-------- -------- --------
122,032 158,880 147,433
-------- -------- --------
Transportation
Residential 1,233 1,150 1,437
Commercial 6,859 6,049 6,239
Industrial 5,096 3,986 4,075
-------- -------- --------
13,188 11,185 11,751
-------- -------- --------
Other 1,309 1,060 1,041
-------- -------- --------
Total Operating Revenues 136,529 171,125 160,225
Less -- Gas Costs 72,815 105,042 93,800
-- Revenues Taxes 9,158 10,962 10,622
-------- -------- --------
Net Operating Revenues $ 54,556 $ 55,121 $ 55,803
-------- -------- --------
-------- -------- --------
Deliveries (MDth):
Gas Sales
Residential 19,062 20,228 20,009
Commercial 2,873 3,641 3,529
Industrial 702 1,005 953
-------- -------- --------
22,637 24,874 24,491
-------- -------- --------
Transportation
Residential 579 579 801
Commercial 5,518 5,263 5,149
Industrial 6,371 6,122 5,705
-------- -------- --------
12,468 11,964 11,655
-------- -------- --------
Total Gas Sales
and Transportation 35,105 36,838 36,146
-------- -------- --------
-------- -------- --------
Margin per Dth delivered $ 1.55 $ 1.50 $ 1.54
</TABLE>
LIQUIDITY
SOURCE OF FUNDS. The Company has access to outside capital markets and to
internal sources of funds that together provide sufficient resources to meet
capital requirements. It does not anticipate any changes that would materially
alter its current liquidity position.
- 13 -
<PAGE>
Due to the seasonal nature of gas usage, a major portion of cash
collections occurs between December and May. Because of timing differences in
the receipt and disbursement of cash and the level of construction requirements,
the Company may borrow on a short-term basis. Short-term borrowings are repaid
with cash from operations, other short-term borrowings, or refinanced on a
permanent basis with debt or equity, depending on capital market conditions and
capital structure considerations.
CREDIT LINES. Peoples Gas has lines of credit of approximately $131.1 million
of which the Company may borrow up to $30 million. At September 30, 1995,
Peoples Gas and the Company had unused credit available from banks of
approximately $130.2 million. (See Note 8 of the Notes to Consolidated Financial
Statements.)
CASH FLOW ACTIVITIES. Net cash provided by operating activities in 1995
decreased by $800,000, due primarily to changes related to gas costs
recoverable, gas sales revenues refundable, and net receivables, largely offset
by increases associated with gas in storage, deferred income taxes, and other
assets. In 1994, net cash provided by operating activities rose by
$10.1 million, principally resulting from increases relating to rate adjustments
recoverable or refundable and accounts receivable. These increases were
partially offset by decreases associated with accounts payable, deferred
charges, and deferred taxes.
Net cash used in investing activities for 1995, 1994, and 1993 mainly
represents the level of capital expenditures in the respective years.
Net cash used in financing activities in 1995 reflects lower dividends paid
on common stock resulting from the reduction in net income. In 1994, net cash
used in financing activities includes the retirement of long-term debt and
interim loans.
INDENTURE RESTRICTIONS. The Company's indenture relating to its first mortgage
bonds contains provisions and covenants restricting the payment of cash
dividends and the purchase or redemption of capital stock. At September 30,
1995, such restrictions amounted to $11.6 million out of total retained earnings
of $62 million. (See Note 11 of the Notes to Consolidated Financial
Statements.)
INTEREST COVERAGE. The fixed charges coverage ratios for the Company for fiscal
1995, 1994, and 1993 were 2.93, 3.33, and 2.91, respectively. The decrease in
the ratio for the current fiscal year primarily reflects lower pre-tax income
resulting from warmer weather. (See Results of Operations -- Net Income.) In
addition, the ratios for fiscal years 1995 and 1994 reflect the recording of an
IRS settlement in income. (See Note 6D of the Notes to Consolidated Financial
Statements.)
DEBT RATINGS. The long-term debt of the Company is rated Aa3 by Moody's
Investors Service and AA- by Standard & Poor's Corporation. There has been no
change in these ratings since fiscal 1985. The commercial paper of the Company
has the top rating from the major rating agencies.
ENVIRONMENTAL MATTERS. The Company is conducting environmental investigations
and work at certain sites that were the location of former manufactured gas
operations. (See Note 3A of the Notes to Consolidated Financial Statements.)
In February 1994, the Company received a demand from a responsible party
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended (CERCLA) for reimbursement, indemnification and contribution
for response costs incurred at a former mineral processing site in Denver,
Colorado. In November 1994, the Company filed a declaratory judgment action
asking the court to declare that the Company is not liable for response costs
relating to the site. (See Note 3B of the Notes to Consolidated Financial
Statements.)
- 14 -
<PAGE>
In June 1995, the Company was informed by the Illinois Environmental
Protection Agency (IEPA) that an enforcement action would be brought against the
Company for violating certain provisions of the Illinois Environmental
Protection Act which prohibit water pollution within the State of Illinois.
According to the IEPA, the alleged violations occurred as the result of a
gasoline spill that occurred in Wheeling, Illinois during June 1992 when a
contractor who was installing a pipeline for the Company accidentally struck a
gasoline pipeline owned by West Shore Pipeline Company. The Company is
currently evaluating this matter. (See Note 3C of the Notes to Consolidated
Financial Statements. Also see Note 13 "Events (Unaudited) Subsequent to the
Auditors' Report Dated November 1, 1995".)
REGULATORY ACTIONS. In 1992, the Commission issued an order in its consolidated
proceedings, initiated in 1991, regarding the appropriate ratemaking treatment
of environmental costs relating to past manufactured gas operations incurred by
Illinois utilities, including the Company and Peoples Gas. In its order, the
Commission approved rate recovery of such environmental costs but required that
the recovery occur over a five-year period without recovery of carrying charges
on unrecovered balances. The part of the Commission's order that disallowed
recovery of carrying charges on unrecovered balances has been reversed on appeal
by the Illinois Supreme Court, which has remanded the case to the Commission.
(See Note 2A of the Notes to Consolidated Financial Statements. Also see Note
13 "Events (Unaudited) Subsequent to the Auditors' Report Dated November 1,
1995".)
The Company filed proposed changes in rates with the Commission in December
1994. (See Note 2A of the Notes to Consolidated Financial Statements. Also see
Note 13 "Events (Unaudited) Subsequent to the Auditors' Report Dated November 1,
1995".)
On September 29, 1995, the Company filed a petition with the Commission for
approval of a performance-based rate program (PBR Program) for gas costs. The
objectives of the PBR Program are to provide incentives to minimize gas supply
and capacity costs in a changing market and to pursue innovative gas supply-
related opportunities. Under specified conditions and up to certain limits, the
Company would share equally with gas sales customers the savings or costs from
the program. The PBR Program would be for a pilot period covering fiscal years
1996 through 1998 and was filed pursuant to a new provision of the Illinois
Public Utilities Act which allows experiments in performance-based rates. The
Commission has commenced hearings on the PBR Program proposals.
CAPITAL RESOURCES
CAPITAL SPENDING. Capital expenditures for additions, replacements, and
improvements to the utility plant were $14.9 million in 1995, $12.6 million in
1994, and $22.8 million in 1993.
Expenditures in fiscal 1995 increased $2.3 million, due primarily to higher
expenditures for mains and services for the distribution system. The decline in
fiscal 1994 expenditures from 1993 was largely the result of completing, in the
prior year, a second pipeline supply connection project that was undertaken to
enhance gas supply. Capital expenditures for fiscal 1993 included $9 million
and for the pipeline project.
While capital expenditures for fiscal 1996 are estimated to be
$12.7 million, a decrease of $2.2 million from 1995, the 1996 amount reflects a
level that is consistent with the financial goals of the Company and that
maintains system safety.
Fiscal 1996 sinking fund requirements for long-term debt are $4 million.
(See Note 7B of the Notes to Consolidated Financial Statements.)
- 15 -
<PAGE>
The Company anticipates that future cash needs for capital expenditures and
sinking fund requirements and maturities will be met through internally
generated funds, intercompany loans from Peoples Energy, borrowing arrangements
with banks and/or the issuance of commercial paper on an interim basis, and
periodic long-term financing involving equity or first mortgage bonds.
BONDS ISSUED. On March 30, 1993, the Company filed a shelf registration with
the Securities and Exchange Commission (SEC) for the issuance of $40 million
aggregate principal amount of first mortgage bonds. On May 13, 1993, the
Company issued a portion of those first mortgage bonds in an aggregate principal
amount of $15 million at 6.37 per cent, due May 1, 2003. (See Note 7A of the
Notes to Consolidated Financial Statements.)
Additional bonds are issuable by the Company, upon approval by the
Commission, subject to limitations imposed by certain restrictive provisions of
the Company's open-end mortgage and supplements thereto. These restrictions are
not expected to have an impact on the Company's ability to issue additional
debt, as needed.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
----
Statement of Management's Responsibility 17
Report of Independent Public Accountants 18
Consolidated Statements of Income for fiscal years ended
September 30, 1995, 1994, and 1993 19
Consolidated Statements of Retained Earnings for fiscal
years ended September 30, 1995, 1994, and 1993 19
Consolidated Statements of Cash Flows for fiscal years ended
September 30, 1995, 1994, and 1993 20
Consolidated Balance Sheets at September 30, 1995 and 1994 21
Consolidated Capitalization Statements at September 30, 1995
and 1994 22
Notes to Consolidated Financial Statements 23
- 16 -
<PAGE>
STATEMENT OF MANAGEMENT'S RESPONSIBILITY
The financial statements and other financial information included in this
report were prepared by management, who is responsible for the integrity and
objectivity of the presented data. The consolidated financial statements of the
Company and its subsidiaries were prepared in conformity with generally accepted
accounting principles and necessarily include some amounts that are based on the
best estimates and judgments of management.
The Company maintains internal accounting systems and related
administrative controls, along with internal audit programs, that are designed
to provide reasonable assurance that the accounting records are accurate and
assets are safeguarded from loss or unauthorized use. Consequently, management
believes that the accounting records and controls are adequate to produce
reliable financial statements.
Arthur Andersen LLP, the Company's independent public accountants approved
by Peoples Energy's shareholders, as a part of their audit of the financial
statements, selectively reviews and tests certain aspects of internal accounting
controls solely to determine the nature, timing, and extent of audit tests.
Management has made available to Arthur Andersen LLP all of the Company's
financial records and related data and believes that all representations made to
the independent public accountants during their audit were valid and
appropriate.
The Audit Committee of the Board of Directors of Peoples Energy, comprised
of six outside directors, meets periodically with management, the internal
auditors, and Arthur Andersen LLP, jointly and separately, to assure that
appropriate responsibilities are discharged. These meetings include discussion
and review of accounting principles and practices, internal accounting controls,
audit results, and the presentation of financial information in the annual
report.
- 17 -
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To North Shore Gas Company:
We have audited the accompanying consolidated balance sheets and
consolidated capitalization statements of North Shore Gas Company (an Illinois
corporation, hereinafter referred to as the Company and a wholly owned
subsidiary of Peoples Energy Corporation) and subsidiary companies at
September 30, 1995 and 1994, and the related consolidated statements of income,
retained earnings, and cash flows for each of the three years in the period
ended September 30, 1995. These financial statements and the schedule referred
to below are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company and subsidiary
companies at September 30, 1995 and 1994, and the results of their operations
and cash flows for each of the three years in the period ended
September 30, 1995, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement 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 financial statement 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
Chicago, Illinois
November 1, 1995
- 18 -
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
North Shore Gas Company
- -------------------------------------------------------------------------
For fiscal years ended September 30, 1995 1994 1993
- -------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
Operating Revenues:
Gas sales $122,032 $158,880 $147,433
Transportation of customer-owned gas 13,188 11,185 11,751
Other 1,309 1,060 1,041
- -------------------------------------------------------------------------
Total Operating Revenues 136,529 171,125 160,225
- -------------------------------------------------------------------------
Operating Expenses:
Gas costs 72,815 105,042 93,800
Operation (see Note 6D) 21,595 23,434 24,164
Maintenance 3,000 3,064 3,271
Depreciation 7,238 6,860 6,192
Taxes - Income 4,859 4,731 4,788
- State and local revenue 9,158 10,962 10,622
- Other 2,224 1,952 2,182
- -------------------------------------------------------------------------
Total Operating Expenses 120,889 156,045 145,019
- -------------------------------------------------------------------------
Operating Income 15,640 15,080 15,206
- -------------------------------------------------------------------------
Other Income:
Interest income 564 397 663
Miscellaneous (see Note 4) 64 1,570 332
- -------------------------------------------------------------------------
Total Other Income 628 1,967 995
- -------------------------------------------------------------------------
Gross Income 16,268 17,047 16,201
- -------------------------------------------------------------------------
Income Deductions:
Interest on long-term debt 5,788 6,205 6,606
Other interest 1,291 322 480
Amortization of debt discount and expense 117 121 112
Miscellaneous 24 21 30
- -------------------------------------------------------------------------
Total Income Deductions 7,220 6,669 7,228
- -------------------------------------------------------------------------
Net Income Applicable to Common Stock $ 9,048 $ 10,378 $ 8,973
- -------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
North Shore Gas Company
- -------------------------------------------------------------------------
For fiscal years ended September 30, 1995 1994 1993
- -------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
Balance at Beginning of Year $ 58,923 $ 55,652 $ 53,351
Add - Net Income 9,048 10,378 8,973
Deduct - Dividends declared on
common stock 5,947 7,107 6,672
- -------------------------------------------------------------------------
Balance at End of Year $ 62,024 $ 58,923 $ 55,652
- -------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
- 19 -
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
North Shore Gas Company
- -------------------------------------------------------------------------
For fiscal years ended September 30, 1995 1994 1993
- -------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 9,048 $ 10,378 $ 8,973
Adjustments to reconcile net income
to net cash:
Depreciation 7,238 6,860 6,192
Deferred income taxes and
investment tax
credits -- net 3,339 (2,354) 702
Change in deferred credits and other
liabilities (1,146) (332) 2,952
Change in other assets 573 (5,787) (395)
Other 8 5 8
Change in current assets and
liabilities:
Receivables -- net 131 4,372 (4,573)
Accrued unbilled revenues (355) 1,478 (768)
Gas in storage 9,025 (2,070) 20
Gas costs recoverable (1,671) 6,077 (3,628)
Payables 351 (2,358) 4,286
Customer gas service and credit
deposits (313) 1,294 (324)
Accrued taxes (846) (898) 2,215
Gas sales revenue refundable 1,168 8,818 155
Accrued interest (966) 638 215
Other (217) 46 70
- -------------------------------------------------------------------------
Net Cash Provided by Operating Activities 25,367 26,167 16,100
- -------------------------------------------------------------------------
INVESTING ACTIVITIES:
Capital expenditures -- construction (14,901) (12,595) (22,824)
Other assets 480 469 294
- -------------------------------------------------------------------------
Net Cash Used in Investing Activities (14,421) (12,126) (22,530)
- -------------------------------------------------------------------------
FINANCING ACTIVITIES:
Interim loans -- net -- (5,400) (14,600)
Issuance of long-term debt -- -- 40,000
Trust fund, utility construction -- 4,243 (4,243)
Retirement of long-term debt (4,201) (4,000) (11,566)
Dividends paid on common stock (6,164) (6,853) (5,874)
- -------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing
Activities (10,365) (12,010) 3,717
- -------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash
Equivalents 581 2,031 (2,713)
Cash and Cash Equivalents at Beginning
of Year 2,503 472 3,185
- -------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 3,084 $ 2,503 $ 472
- -------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
- 20 -
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
North Shore Gas Company
- -----------------------------------------------------------------------------------------------------
At September 30, 1995 1994
- -----------------------------------------------------------------------------------------------------
(Thousands)
<S> <C> <C>
PROPERTIES AND OTHER ASSETS
- -----------------------------------------------------------------------------------------------------
Capital Investments:
Property, plant and equipment, at original cost $272,869 $259,375
Less -- Accumulated depreciation 86,950 80,639
- -----------------------------------------------------------------------------------------------------
Net property, plant and equipment 185,919 178,736
Other investments 104 112
- -----------------------------------------------------------------------------------------------------
Total Capital Investments -- Net 186,023 178,848
- -----------------------------------------------------------------------------------------------------
Current Assets:
Cash 239 353
Cash equivalents 2,845 2,150
Receivables --
Customers, net of allowance for uncollectible
accounts of $698 and $889, respectively 4,574 5,173
Other 594 126
Accrued unbilled revenues 2,716 2,361
Materials and supplies, at average cost 2,199 1,953
Gas in storage, at last-in, first-out cost 18,396 27,421
Gas costs recoverable through rate adjustments 4,073 2,402
Prepayments 347 377
- -----------------------------------------------------------------------------------------------------
Total Current Assets 35,983 42,316
- -----------------------------------------------------------------------------------------------------
Other Assets:
Regulatory assets (see Note 1B) 9,999 10,330
Deferred charges 2,628 2,870
- -----------------------------------------------------------------------------------------------------
Total Other Assets 12,627 13,200
- -----------------------------------------------------------------------------------------------------
Total Properties and Other Assets $234,633 $234,364
- -----------------------------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
- -----------------------------------------------------------------------------------------------------
Capitalization (see Consolidated Capitalization Statements) $159,505 $160,605
- -----------------------------------------------------------------------------------------------------
Current Liabilities:
Accounts payable 14,289 13,938
Dividends payable on common stock 1,595 1,813
Customer gas service and credit deposits 5,564 5,877
Sinking fund payments and maturities, due within one year --
Long-term debt 4,000 4,000
Accrued taxes 1,269 2,115
Gas sales revenue refundable through rate adjustments 10,944 9,776
Accrued interest 1,772 2,738
- -----------------------------------------------------------------------------------------------------
Total Current Liabilities 39,433 40,257
- -----------------------------------------------------------------------------------------------------
Deferred Credits and Other Liabilities:
Deferred income taxes -- primarily accelerated depreciation (see Note 6B) 19,094 13,894
Investment tax credits being amortized over
the average lives of related property 3,905 4,052
Other 12,696 15,556
- -----------------------------------------------------------------------------------------------------
Total Deferred Credits and Other Liabilities 35,695 33,502
- -----------------------------------------------------------------------------------------------------
Total Capitalization and Liabilities $234,633 $234,364
- -----------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
- 21 -
<PAGE>
CONSOLIDATED CAPITALIZATION STATEMENTS
<TABLE>
<CAPTION>
North Shore Gas Company
- -----------------------------------------------------------------------------------------------------------
At September 30, 1995 1994
- -----------------------------------------------------------------------------------------------------------
(Thousands, except number of shares)
<S> <C> <C>
Common Stockholder's Equity:
Common stock, without par value --
Authorized 5,000,000 shares
Outstanding 3,625,887 shares $ 24,757 $ 24,757
Retained earnings (see Consolidated Statements
of Retained Earnings) 62,024 58,923
- -----------------------------------------------------------------------------------------------------------
Total Common Stockholder's Equity 86,781 83,680
- -----------------------------------------------------------------------------------------------------------
Long-Term Debt:
Exclusive of sinking fund payments and maturities
due within one year
First Mortgage Bonds --
10.20% Series I, due October 27, 1997 8,000 12,000
8% Series J, due November 1, 2020 24,774 24,925
6-3/8% Series K, due October 1, 2022 24,950 25,000
6.37% Series L, due May 1, 2003 (see Note 7A) 15,000 15,000
- -----------------------------------------------------------------------------------------------------------
Total Long-Term Debt 72,724 76,925
- -----------------------------------------------------------------------------------------------------------
Total Capitalization $159,505 $160,605
- -----------------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
- 22 -
<PAGE>
NORTH SHORE GAS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1A Principles of Consolidation
All subsidiaries are included in the consolidated financial statements.
All significant intercompany transactions have been eliminated in consolidation.
Certain items previously reported for years prior to 1995 have been reclassified
to conform with the current-year presentation.
1B Regulated Operations
The Company's utility operations are subject to regulation by the
Commission. Regulated operations are accounted for in accordance with SFAS No.
71, "Accounting for the Effects of Certain Types of Regulation." This standard
controls the application of generally accepted accounting principles for
companies whose rates are determined by an independent regulator such as the
Commission. Regulatory assets represent certain costs that are expected to be
recovered from customers through the ratemaking process. When incurred, such
costs are deferred as assets in the balance sheet and subsequently recorded as
expenses when those same amounts are reflected in rates.
The following regulatory assets were reflected in Other Assets in the
Consolidated Balance Sheets at September 30, 1995 and 1994:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
1995 1994
- -------------------------------------------------------------------------------
(Thousands)
<S> <C> <C>
Environmental costs, net of recoveries (see Note 3A) $7,689 $7,211
Transition costs from pipeline supplier (see Note 2B) 1,600 2,200
Interest on gas sales revenue refundable 222 558
Rate case expenses 216 --
Energy conservation plan expenses 103 190
Discount, premium, expenses, and loss on reacquired bonds 147 151
Other 22 20
- -------------------------------------------------------------------------------
Total regulatory assets $9,999 $10,330
- -------------------------------------------------------------------------------
</TABLE>
1C Concentration of Credit Risk
The Company provides natural gas service to about 133,000 customers within
approximately 275 square miles in Northeastern Illinois. Credit risk for the
Company is spread over a diversified base of residential, commercial, and
industrial retail sales and transportation customers.
The Company encourages customers to participate in its long-standing budget
payment program that allows the cost of higher gas consumption levels,
associated with the heating season, to be spread over a 12-month billing cycle.
Customers' payment records are continually monitored and credit deposits are
required, when appropriate, to minimize uncollectible write-offs.
1D Revenue Recognition
Gas sales revenues for retail customers are recorded on the accrual basis
for all gas delivered during the month, including an estimate for gas delivered
but unbilled at the end of each month.
- 23 -
<PAGE>
1E Property, Plant and Equipment
Property, plant and equipment is stated at original cost and includes
appropriate amounts of payroll taxes, employee benefit costs, administrative
costs, and an allowance for funds used during construction.
1F Maintenance and Depreciation
The Company charges the cost of maintenance and repairs of property and
minor renewals and improvements of property to maintenance expense. When
depreciable property is retired, its original cost is charged to the accumulated
provision for depreciation.
The provision for depreciation substantially reflects the systematic
amortization of the original cost of depreciable property over estimated useful
lives on the straight-line method. Additionally, actual dismantling cost, net
of salvage, is included in the provision for depreciation in the month incurred.
The amounts provided are designed to cover not only losses due to wear and tear
that are not restored by maintenance, but also losses due to obsolescence and
inadequacy.
The provision for depreciation, expressed as an annual percentage of
original cost of depreciable property, is as follows:
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993
------------------------------------ ---- ---- ----
<S> <C> <C> <C>
Provision for depreciation 3.1% 3.2% 3.1%
</TABLE>
1G Statement of Cash Flows
For purposes of the balance sheet and the statement of cash flows, the
Company considers all short-term liquid investments with maturities of three
months or less to be cash equivalents.
Income taxes and interest paid (excluding capitalized interest) were as
follows:
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993
------------------------------------ ---- ---- ----
(Thousands)
<S> <C> <C> <C>
Income taxes paid $ 839 $8,085 $3,145
Interest paid 6,354 6,617 6,819
</TABLE>
1H Accounts Payable
The Company utilizes controlled disbursement banking arrangements under
which certain bank accounts have negative book balances due to checks in
transit. The negative balances are classified as Accounts Payable.
1I Income Taxes
The Company follows the liability method of accounting for deferred income
taxes. Under the liability method, deferred income taxes have been recorded
using currently enacted tax rates for the differences between the tax basis of
assets and liabilities and the basis reported in the financial statements. Due
to the effects of regulation on the Company, certain adjustments made to
deferred income taxes are, in turn, debited or credited to regulatory assets or
liabilities. (See Note 6B.)
- 24 -
<PAGE>
Each company within the consolidated group nets its income tax related
regulatory assets and liabilities. At September 30, 1995 and 1994, net
regulatory income tax liabilities recorded in Other Liabilities equaled $5.8
million and $6.2 million, respectively.
Investment tax credits have been deferred and are being amortized through
credits to income over the book lives of related property.
The preceding deferred-tax and tax-credit accounting conforms with
regulations of the Commission.
1J Recovery of Gas Costs, Including Charges for Transition Costs
Under the tariffs of the Company, the difference for any fiscal year
between costs recoverable through the Gas Charge and revenues billed to
customers under the Gas Charge is refunded or recovered over a 12-month billing
cycle beginning the following January 1. Consistent with these tariff
provisions, such difference for any month is recorded either as a current
liability or as a current asset (with a contra entry to Gas Costs), and the
fiscal year-end balance is amortized over the 12-month period beginning the
following January 1.
The Commission conducts annual proceedings regarding, for each gas utility,
the reconciliation of revenues from the Gas Charge and related costs incurred
for gas. In such proceedings, costs recovered by a utility through the Gas
Charge are subject to challenge. Such proceedings regarding the Company for
fiscal years 1991 through 1995 are currently pending before the Commission.
Pursuant to FERC Order No. 636 and successor orders, pipelines are allowed
to recover from their customers so-called transition costs. These costs arise
from the restructuring of pipeline service obligations required by the 636
Orders. The Company is currently recovering pipeline charges for transition
costs through the Gas Charge. (See Notes 2A and 2B.)
1K Gas in Storage
Storage injections are priced at the fiscal-year average of costs of
natural gas purchased. Withdrawals from storage are priced on the last-in,
first-out (LIFO) cost method. The estimated current replacement cost of gas in
inventory, at September 30, 1995 and 1994, exceeded the LIFO cost by
approximately $26 million and $35 million, respectively.
2. RATES AND REGULATION
2A Utility Rate Proceedings
RATE FILING. On December 16, 1994, the Company filed with the Commission
proposed changes in rates. The Company is seeking changes in rates that are
designed to increase annual revenues by about $6.7 million, exclusive of
additional charges for revenue taxes, based on a rate of return on original-cost
rate base of 9.97 per cent, which reflects an 11.7 per cent cost of common
equity.
On October 16, 1995, the Commission's hearing examiners issued a
recommended order under which the Company would receive a revenue increase of
approximately $5.5 million based on a 9.75 per cent rate of return on original-
cost rate base, which reflects an 11.30 per cent cost of common equity. The
Commission is expected to issue its order no later than mid November 1995. The
Company cannot predict the outcome of its rate increase request.
- 25 -
<PAGE>
ENVIRONMENTAL COST RECOVERY. In 1992, the Commission issued an order in its
consolidated proceedings, initiated in 1991, regarding the appropriate
ratemaking treatment of environmental costs incurred by Illinois utilities,
including the Company and Peoples Gas, in connection with the investigation and
treatment of residues associated with past manufactured gas operations
("environmental costs"). In its order, the Commission approved rate recovery of
environmental costs over a five-year period, but required the utilities to
"share" the environmental costs by disallowing rate recovery of carrying charges
on unrecovered balances. Reimbursements of environmental costs from insurance
carriers or other entities are to be netted against costs and reflected in rates
over a five-year period. In 1992, several parties, including the Company and
Peoples Gas, appealed the Commission's order to the Illinois Appellate Court.
In 1993, the Third District Appellate Court issued its opinion affirming the
Commission's order in the consolidated proceedings, which decision was
subsequently appealed to the Illinois Supreme Court. In April 1995, the
Illinois Supreme Court upheld in part and reversed in part the Commission's
order. The Supreme Court upheld the Commission in ruling that environmental
costs are recoverable through rates. The Supreme Court also ruled that the
Commission's approval of a rate recovery method called a "rider" (the method
utilized by the Company and Peoples Gas) as the preferred mechanism for recovery
of environmental costs is within the Commission's authority. The Supreme Court
reversed the part of the Commission's order that required the utilities to share
environmental costs by disallowing recovery of carrying charges on unrecovered
balances. The order was remanded to the Commission for further proceedings
consistent with the Supreme Court's opinion. The Commission has until
December 20, 1995 to issue its order on remand. (See Note 3A.)
FERC ORDER 636 COST RECOVERY. On September 15, 1993, the Commission entered an
order initiating an investigation into the appropriate means of recovery by
Illinois gas utilities of pipeline charges for FERC Order 636 transition costs.
The Commission issued a final order in this proceeding on March 9, 1994. The
order provides for the full recovery of transition costs from the Company's gas
service customers and transportation customers to the extent they contract for
firm standby service. The Citizens Utility Board and State's Attorney of Cook
County filed an application for rehearing of the March 9 order with the
Commission. In its orders on rehearing, the Commission continued to provide for
full recovery of transition costs, but directed that, effective November 1,
1994, gas supply realignment (GSR) costs (one of the four categories of
transition costs) be recovered on a uniform volumetric basis from all
transportation and sales customers. In December 1994, a group of industrial
transportation customers of Illinois utilities appealed the Commission's orders
on rehearing to the Illinois Appellate Court. The Illinois Appellate Court, on
September 21, 1995, affirmed the Commission's order. A group of industrial
transportation customers of Illinois utilities gave notice of their intent to
appeal the Appellate Court's order to the Illinois Supreme Court. If the
Illinois Supreme Court accepts the appeal, any change made by it to the
Commission's order would have a prospective effect only. (See Notes 1J and 2B.)
2B FERC Orders 636, 636-A, and 636-B
FERC Order 636 and successor orders require pipelines to make separate rate
filings to recover transition costs. There are four categories of such costs,
the largest of which for the Company is GSR costs. The Company is subject to
charges for transition cost recovery by Natural. Charges by Natural for
transition costs commenced on January 1, 1994. On September 29, 1994, the FERC
approved a Stipulation and Agreement (Agreement) filed by Natural. The
Agreement places a cap on the amount of GSR costs recoverable by Natural from
the Company. For the Company, that cap is approximately $25 million. However,
subject to this cap, the level of costs that the Company will incur is dependent
primarily upon the future market price of natural gas and pipeline negotiations
with producers. The Company is currently recovering transition costs through
the Gas Charge. At September 30, 1995, the Company has made payments of
$10.9 million and has accrued an additional $1.6 million, toward the cap.
- 26 -
<PAGE>
The 636 Orders are not expected to have a material adverse effect on
financial position or results of operations of the Company. (See Notes 1J and
2A.)
3. ENVIRONMENTAL MATTERS
3A Former Manufactured Gas Plant Operations
The Company, its predecessors, and certain former affiliates operated
facilities in the past for manufacturing gas and storing manufactured gas. In
connection with manufacturing and storing gas, various by-products and waste
materials were produced, some of which might have been disposed of rather than
sold. Under certain laws and regulations relating to the protection of the
environment, the Company might be required to undertake remedial action with
respect to some of these materials, if found at the sites. Two sites in
Waukegan, Illinois, are the subjects of investigations (discussed below)
initiated by the United States Environmental Protection Agency (EPA).
In May 1990, the Company was notified by the EPA that the EPA had
documented the release or threatened release of hazardous substances,
pollutants, and contaminants at a site located in Waukegan, Illinois, where
manufactured gas and coking operations were formerly conducted (Waukegan I
Site). Also, the Company, General Motors Corporation (GMC), and Outboard Marine
Corporation were notified that each may be a potentially responsible party (PRP)
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended (CERCLA) with respect to the Waukegan I Site. A PRP is
potentially liable for the cost of any investigative and/or remedial work that
the EPA determines is necessary.
In September 1990, the Company entered into an Administrative Order on
Consent (AOC) with the EPA and the IEPA to implement and conduct a remedial
investigation/feasibility study (RI/FS) of the Waukegan I Site. The RI/FS is
comprised of an investigation to determine the nature and extent of
contamination at the site and a feasibility study to develop and evaluate
possible remedial actions. Other parties identified as PRPs did not enter into
the AOC. Under the terms of the AOC, the Company is responsible for the cost of
the RI/FS. The Company believes, however, that it will recover a significant
portion of the costs of the RI/FS from other entities. GMC has agreed to share
equally with the Company in funding of the RI/FS cost, without prejudice to
GMC's or the Company's right to seek a lesser cost responsibility at a later
date.
In September 1991, the Company, the Elgin, Joliet and Eastern Railway
(EJ&E), and the North Shore Sanitary District (NSSD) each received an
administrative order (AO) issued by the EPA. The AO directed all three entities
to remove and dispose of all visible free tar in a pit located within a separate
site in Waukegan, Illinois (Waukegan II Site) and to conduct a study to
determine the extent of contamination of the tar from the pit to the surrounding
property. All of the work under the AO has been completed.
The Company has entered into a settlement agreement with NSSD with respect
to costs incurred under the AO. In December 1994, the Company filed suit
against EJ&E in the District Court for the Northern District of Illinois,
seeking recovery of response costs incurred by the Company at the Waukegan II
Site.
The Company, in cooperation with the IEPA, is conducting investigations of
other sites (a total of three) to determine whether remedial action might be
necessary. The investigations were initiated pursuant to an informal request by
the IEPA. To the best of the Company's knowledge, similar informal requests
have been made by the IEPA to other major Illinois gas and electric utilities.
The Company has engaged
- 27 -
<PAGE>
environmental consulting firms to assist in the Company's investigations. At
this time, it is not known what, if any, remedial action will be necessary at
the sites or, if necessary, what the cost of any such action would be.
The Company is accruing and deferring the costs it incurs in connection
with all of the sites, including related legal expenses, pending recovery
through rates or from insurance carriers or other entities. At September 30,
1995, the total of the costs deferred by the Company, net of recoveries and
amounts billed to other entities, was $7.7 million. This amount includes an
estimate of the costs of completing the studies required by the EPA at the
Waukegan I Site and the Waukegan II Site and the investigations initiated at the
request of the IEPA at the other sites referred to above. The amount also
includes an estimate of the costs of remediation at the Waukegan I Site, at the
minimum amount of the current estimated range of such costs. The costs of
remediation at the other sites cannot be determined until more is known about
the nature and extent of contamination and the remedial action, if any, to be
required by the EPA or the IEPA. While the Company intends to seek contribution
from other entities for the costs incurred at the sites, the extent of such
contributions cannot be determined at this time.
The Company has filed suit against a number of insurance carriers for the
recovery of environmental costs relating to its former manufactured gas
operations. The suit asks the court to declare that the insurers are liable
under policies in effect between 1938 and 1985 for costs incurred or to be
incurred by the Company in connection with its former manufactured gas sites.
The Company is also asking the court to award damages stemming from the
insurers' breach of their contractual obligation to defend and indemnify the
Company against these costs. At this time, management cannot determine the
timing and extent of the Company's recovery of costs from its insurance
carriers. Accordingly, the costs deferred at September 30, 1995, have not been
reduced to reflect recoveries from insurance carriers.
Costs incurred by the Company for environmental activities at the sites
will be recovered from insurance carriers or other entities or through rates for
utility service. Accordingly, management believes that the costs incurred by
the Company in connection with the sites will not have a material adverse effect
on financial position or results of operations. The Company is recovering the
costs of environmental activities relating to its former manufactured gas
operations under a rate mechanism approved by the Commission. At
September 30, 1995, it had recovered $3.9 million of such costs through rates.
(See Note 2A for a discussion of proceedings regarding the recovery of such
costs through utility rates.)
3B Former Mineral Processing Site in Denver, Colorado
In February 1994, the Company received a demand from the S.W. Shattuck
Chemical Company, Inc. (Shattuck), a responsible party under CERCLA, for
reimbursement, indemnification and contribution for response costs incurred at a
former mineral processing site in Denver, Colorado. Shattuck is a wholly owned
subsidiary of Salomon, Inc. (Salomon). The demand alleges that the Company is a
successor-in-interest to certain companies that were allegedly responsible
during the period 1934-1941 for the disposal of mineral processing wastes
containing radium and other hazardous substances at the site. The cost of the
remedy at the site has been estimated by Shattuck to be approximately $31
million. Salomon has provided financial assurance for the performance of the
remediation at the site.
The Company does not believe that it has liability for the response costs,
but cannot determine the matter with certainty. At this time, the Company
cannot reasonably estimate what range of loss, if any, may occur. In the event
that the Company incurred liability, it would pursue reimbursement from
insurance carriers, other responsible parties, if any, and through its rates for
utility service.
- 28 -
<PAGE>
In November 1994, the Company filed a declaratory judgment action against
Salomon in the District Court for the Northern District of Illinois. The suit
asks the court to declare that the Company is not liable for response costs
incurred or to be incurred at the Denver site. Salomon has filed a counterclaim
for costs incurred and to be incurred by Salomon and Shattuck with respect to
the site.
3C Gasoline Release in Wheeling, Illinois
In June 1995, the Company received a letter from the IEPA informing the
Company that it was not in compliance with certain provisions of the Illinois
Environmental Protection Act which prohibit water pollution within the State of
Illinois. The letter states that the alleged violations are the result of a
gasoline release that occurred in Wheeling, Illinois in June 1992 when a
contractor who was installing a pipeline for the Company accidentally struck a
gasoline pipeline owned by West Shore Pipeline Company. The letter further
advises that the matter has been referred to the Office of the Illinois Attorney
General for the preparation of a formal enforcement complaint. The Company has
been informed that four other entities have received a similar letter.
The Company is currently evaluating this matter.
4. OTHER INCOME - MISCELLANEOUS
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993
- --------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
Interest on amounts recoverable from customers $20 $ 412 $272
Income tax settlement (see Note 6D) -- 1,454 --
Income taxes on income tax settlement (see Note 6D) -- (356) --
Other 44 60 60
- --------------------------------------------------------------------------------
Total other income - miscellaneous $64 $1,570 $332
- --------------------------------------------------------------------------------
</TABLE>
5. RETIREMENT AND POSTEMPLOYMENT BENEFITS
5A Pension Benefits
The Company participates in two defined benefit pension plans covering
substantially all employees. These plans provide pension benefits that generally
are based on an employee's length of service, compensation during the five years
preceding retirement, and social security benefits. Annual contributions are
made to the plans based upon actuarial determinations and in consideration of
tax regulations and funding requirements under federal law.
The Company also has a non-qualified pension plan that provides certain
employees with pension benefits in excess of qualified plan limits imposed by
federal tax law.
- 29 -
<PAGE>
Net pension cost for all plans for fiscal 1995, 1994, and 1993 included the
following components:
<TABLE>
<CAPTION>
1995 1994 1993
- --------------------------------------------------------------------------------
(Millions)
<S> <C> <C> <C>
Service cost--benefits earned during year $ 1.0 $ 1.1 $ 1.2
Interest cost on projected benefit obligations 2.0 2.0 2.2
Actual return on plan assets (gain) loss (4.5) (0.4) (3.2)
Net amortization and deferral 2.3 (1.8) 0.8
- --------------------------------------------------------------------------------
Net pension cost $ 0.8 $ 0.9 $ 1.0
- --------------------------------------------------------------------------------
</TABLE>
The calculation of pension cost assumed a long-term rate of return on
assets of 7.5 per cent for 1993 through 1995.
The following table shows the estimated funded status of the Company's
pension plans at September 30, 1995 and 1994.
<TABLE>
<CAPTION>
1995 1994
- --------------------------------------------------------------------------------
(Millions)
<S> <C> <C>
Plan assets at market value $31.9 $30.8
- --------------------------------------------------------------------------------
Actuarial present value of plan benefits:
Vested 18.9 23.0
Non-vested 2.9 3.2
- --------------------------------------------------------------------------------
Accumulated benefit obligation 21.8 26.2
Effect of projected future compensation increases 6.5 6.8
- --------------------------------------------------------------------------------
Projected benefit obligation 28.3 33.0
- --------------------------------------------------------------------------------
Excess (deficiency) of plan assets over projected
benefit obligation 3.6 (2.2)
Less:
Unrecognized transition asset 0.4 0.3
Unrecognized prior service cost (0.2) (0.2)
Unrecognized net gain (loss) 3.4 (1.0)
- --------------------------------------------------------------------------------
Accrued pension liability $ -- $ (1.3)
- --------------------------------------------------------------------------------
</TABLE>
The projected benefit obligation, which is based on an October 1
measurement date, was determined using a discount rate of 7 per cent for 1995
and 6.5 per cent for 1994, and assumed future compensation increases of 5 per
cent for each year. Plan assets consist primarily of marketable equity and
fixed-income securities.
5B Other Postretirement Benefits
The Company also provides certain health care and life insurance benefits
for retired employees. Substantially all employees may become eligible for such
benefit coverage if they reach retirement age while working for the Company. The
plans are funded based upon actuarial determinations and in consideration of tax
regulations and funding requirements under federal law.
The Company adopted SFAS No. 106 effective October 1, 1993. SFAS No. 106
requires the accrual of the expected costs of such benefits during the
employees' years of service. Due to regulatory treatment, the adoption of SFAS
No. 106 did not have a material effect on financial position or results of
operations.
- 30 -
<PAGE>
Net postretirement benefit cost for all plans for fiscal 1995 and 1994
included the following components:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1995 1994
- --------------------------------------------------------------------------------
(Millions)
<S> <C> <C>
Service cost - benefits earned during year $ 0.2 $ 0.3
Interest cost on projected benefit obligations 0.7 0.6
Actual return on plan assets (gain) loss (0.1) --
Amortization of transition obligation 0.4 0.4
Net amortization and deferral 0.1 --
- --------------------------------------------------------------------------------
Net postretirement benefit cost $ 1.3 $ 1.3
- --------------------------------------------------------------------------------
</TABLE>
The calculation of postretirement benefit cost assumed a long-term rate of
return on assets of 7.5 per cent for 1994 and 1995.
The Company recognized total postretirement costs of $1.3 million during
fiscal 1995. Of this amount, $700,000 was funded through trust funds for future
benefit payments. Such costs during fiscal year 1994 were $1.3 million, of which
$777,000 was funded.
The following table sets forth the estimated funded status for the
postretirement health care and life insurance plans at September 30, 1995 and
1994:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1995 1994
- --------------------------------------------------------------------------------
(Millions)
<S> <C> <C>
Plan assets at market value $ 1.5 $ 0.6
- --------------------------------------------------------------------------------
Accumulated postretirement benefit obligation (APBO):
Retirees 5.5 4.7
Fully eligible active plan participants 1.2 1.6
Other active plan participants 2.3 2.2
- --------------------------------------------------------------------------------
Total APBO 9.0 8.5
- --------------------------------------------------------------------------------
Excess (deficiency) of plan assets over the APBO (7.5) (7.9)
Less:
Unrecognized transition obligation (7.7) (8.1)
Unrecognized net gain 0.2 0.2
- --------------------------------------------------------------------------------
Accrued postretirement benefit liability $ -- $ --
- --------------------------------------------------------------------------------
</TABLE>
The total APBO, which is based on an October 1 measurement date, was
determined using a discount rate of 6.5 per cent for 1995 and 7.75 per cent for
1994, and assumed future compensation increases of 5 per cent for each year.
The unfunded obligation is being amortized over 20 years. Plan assets consist
primarily of marketable equity and fixed-income securities.
For measurement purposes, a health care cost trend rate of 9.6 per cent was
assumed for fiscal 1996, and that rate thereafter will decline to 3.75 per cent
in 2003 and subsequent years. The health care cost trend rate assumption has a
significant effect on the amounts reported. Increasing the assumed health care
cost trend rate by one percentage point for each future year would have
increased the APBO at September 30, 1995, by $612,000 and the aggregate of
service and interest cost components of the net periodic postretirement benefit
cost by $89,000 annually.
- 31 -
<PAGE>
5C Postemployment Benefits
In November 1992, the Financial Accounting Standards Board issued SFAS No.
112. This statement requires the accrual of certain benefits provided to former
or inactive employees after employment but before retirement. The Company
adopted SFAS No. 112 effective October 1, 1994. Implementation of this statement
did not have a material effect on financial position or results of operations.
6. TAX MATTERS
6A Provision for Income Taxes
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
Current:
Federal $1,337 $6,152 $3,464
State 183 1,290 623
- ------------------------------------------------------------------------------------------------------------
Total current income taxes 1,520 7,442 4,087
- ------------------------------------------------------------------------------------------------------------
Deferred:
Federal 2,797 (1,863) 577
State 688 (333) 197
- ------------------------------------------------------------------------------------------------------------
Total deferred income taxes 3,485 (2,196) 774
- ------------------------------------------------------------------------------------------------------------
Investment tax credits - net:
Federal (191) (195) (196)
State 45 36 123
- ------------------------------------------------------------------------------------------------------------
Total investment tax credits - net (146) (159) (73)
- ------------------------------------------------------------------------------------------------------------
Total provision for income taxes 4,859 5,087 4,788
Less - Included in other income or operation expense -- 356 --
- ------------------------------------------------------------------------------------------------------------
Total provision for operating income taxes $4,859 $4,731 $4,788
- ------------------------------------------------------------------------------------------------------------
</TABLE>
6B Deferred Income Taxes
Set forth in the table below are the temporary differences which gave rise
to the net deferred income tax liabilities (see Note 1I):
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
At September 30, 1995 1994
- -------------------------------------------------------------------------------
(Thousands)
<S> <C> <C>
Deferred tax liabilities:
Property - accelerated depreciation
and other property related items $20,718 $19,316
Gas costs reconciliation 1,394 551
Other 1,638 98
- -------------------------------------------------------------------------------
Total deferred income tax liabilities 23,750 19,965
- -------------------------------------------------------------------------------
Deferred tax assets:
Net regulatory liabilities - income
tax amounts (2,304) (2,460)
Unamortized investment credits (1,549) (1,607)
Other (803) (2,004)
- -------------------------------------------------------------------------------
Total deferred income tax assets (4,656) (6,071)
- -------------------------------------------------------------------------------
Net deferred income tax liabilities $19,094 $13,894
- -------------------------------------------------------------------------------
</TABLE>
- 32 -
<PAGE>
6C Tax Rate Reconciliation
The following is a reconciliation between the computed federal income tax
expense (tax rate of 35 per cent for 1995 and 1994, and 34.75 per cent for 1993,
times pre-tax book income) and the total provision for federal income tax
expenses:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
For fiscal years ended September 30, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------------
Per Cent Per Cent Per Cent
of of of
Amount Pre-tax Amount Pre-tax Amount Pre-tax
(000's) Income (000's) Income (000's) Income
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Computed federal income
tax expense $4,547 35.00 $5,065 35.00 $4,454 34.75
Amortization of deferred taxes (256) (1.97) (594) (4.10) (201) (1.57)
Other, net (348) (2.68) (377) (2.61) (408) (3.19)
- -----------------------------------------------------------------------------------------------------------------------------
Total provision for federal
income taxes $3,943 30.35 $4,094 28.29 $3,845 29.99
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
6D Income Tax Settlement
On September 30, 1993, the Company received notification from the IRS that
settlement of past income tax returns had been reached for fiscal years 1978
through 1990. The IRS settlement resulted in 1994 payments of principal and
interest to the Company in total amount of approximately $3 million, or
$2.2 million after income taxes. The Company received regulatory authorization
to defer the recognition of the settlement amount in income for fiscal year
1993, and to recognize its portion of the settlement amount in income for fiscal
years 1994 and 1995. The Company represented to the Commission that, having
received this accounting authorization, it would not file a request for an
increase in base rates before December 1994. The regulatory treatment of the IRS
settlement having been resolved in November 1993, the Company included
$1.4 million, or $1.1 million after income taxes, in income in 1994. The amount
after income taxes was included in Other Income - Miscellaneous. At September
30, 1994, approximately $1.4 million was included in Deferred Credits and Other
Liabilities - Other.
As a result of the Commission's accounting authorization, the fiscal year
1995 portion of the settlement amount for the Company was amortized (credited)
to operation expense. The effect was to offset increases in costs that the
Company would incur during the year. In fiscal 1995, the Company amortized
approximately $1.4 million, or $1.1 million after income taxes.
7. LONG-TERM DEBT
7A Issuance of Bonds
In March 1993, the Company filed a shelf registration with the SEC for the
issuance of $40 million aggregate principal amount of first mortgage bonds. In
May 1993, the Company issued a portion of those first mortgage bonds in an
aggregate principal amount of $15 million at 6.37 per cent due May 1, 2003.
Proceeds of the offering were used to refund approximately $11 million aggregate
principal amount of the Company's previously issued first mortgage bonds and for
general corporate purposes. The Company may issue all or a portion of the
remaining bonds early in fiscal 1997. Proceeds of any future offering will be
used for general corporate purposes.
- 33 -
<PAGE>
7B Sinking Fund Requirements
At September 30, 1995, long-term debt sinking fund requirements of the
Company for fiscal years 1996 through 1998 amount to $4 million each year.
7C Fair Value of Financial Instruments
At September 30, 1995, the carrying amount of the Company's long-term debt
of $72.7 million had an estimated fair value of $76.6 million. At September 30,
1994, the carrying amount of the Company's long-term debt of $76.9 million had
an estimated fair value of $77 million. The estimated fair value of the
Company's long-term debt is based on quoted market prices or yields for issues
with similar terms and remaining maturities. Since the Company is subject to
regulation, any gains or losses related to the difference between the carrying
amount and the fair value of financial instruments would not be realized by the
Company's shareholder. The carrying amount of all other financial instruments
approximates fair value.
8. SHORT-TERM BORROWINGS AND CREDIT LINES
<TABLE>
<CAPTION>
At September 30, 1995 1994
- --------------------------------------------------------------------------------
(Thousands)
<S> <C> <C>
Bank Loans
Peoples Gas
8.75% due November 6, 1995 $ 900 $ --
7.75% due December 22, 1994 -- 900
- --------------------------------------------------------------------------------
Available Lines of Credit at End of Year
Unused bank lines $130,150 $130,150
- --------------------------------------------------------------------------------
</TABLE>
Short-term cash needs of the Company and Peoples Gas are met through
intercompany loans from Peoples Energy, bank loans, and/or the issuance of
commercial paper. The outstanding total amount of bank loans and commercial
paper issuances cannot at any time exceed total bank credit then in effect.
At September 30, 1995 and 1994, Peoples Gas and the Company had combined
lines of credit totaling $131.1 million. Of this amount, the Company can borrow
up to $30 million. Agreements covering $93.7 million of the total will expire
on June 26, 1996; the agreement covering the remaining $37.4 million will expire
on January 31, 1997. Such lines of credit cover projected short-term credit
needs of Peoples Gas and the Company and support the long-term debt treatment of
Peoples Gas' adjustable-rate mortgage bonds. Payment for the lines of credit is
by fee.
9. CAPITAL COMMITMENTS
Total contract and purchase order commitments of the Company at September
30, 1995, amounted to approximately $730,000.
- 34 -
<PAGE>
10. ASSETS SUBJECT TO LIEN
The Indenture of Mortgage, dated April 1, 1955, as supplemented, securing
the first mortgage bonds issued by the Company, constitutes a direct, first-
mortgage lien on substantially all property owned by the Company.
11. COVENANTS REGARDING RETAINED EARNINGS
The Company's indenture relating to the first mortgage bonds contains
provisions and covenants restricting the payment of cash dividends and the
purchase or redemption of capital stock. At September 30, 1995, such
restrictions amounted to $11.6 million out of the Company's total retained
earnings of $62 million.
12. QUARTERLY FINANCIAL DATA (Unaudited)
The fluctuation in quarterly results is primarily due to the seasonal
nature of the gas distribution business. Results for the first quarter of fiscal
1994 include the recording of one-half of an IRS settlement, in income,
increasing net income by $1.1 million. The fiscal 1995 portion of the
settlement was amortized to operation expense over the entire year. (See Note
6D.)
<TABLE>
<CAPTION>
Net Income
Operating Operating Applicable to
Fiscal Quarters Revenues Income Common Stock
- --------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
1995
Fourth $14,557 $ (184) $(1,758)
Third 24,222 2,471 928
Second 56,765 8,154 6,406
First 40,985 5,199 3,472
- --------------------------------------------------------------------------------
1994
Fourth $14,920 $ (145) $(1,488)
Third 26,379 1,801 508
Second 80,033 7,882 6,375
First 49,793 5,542 4,983
- --------------------------------------------------------------------------------
</TABLE>
13. EVENTS (UNAUDITED) SUBSEQUENT TO THE AUDITORS' REPORT DATED NOVEMBER
1, 1995
RATES AND REGULATION
Utility Rate Proceedings
RATE ORDER. On November 8, 1995, subsequent to the date of the auditors'
report, the Commission issued an order approving changes in rates of the Company
that are designed to increase annual revenues by approximately $5.6 million,
exclusive of additional charges for revenue taxes. The Company was allowed
- 35 -
<PAGE>
a rate of return on original-cost rate base of 9.75 per cent which reflects an
11.30 per cent cost of common equity. The new rates were implemented on
November 14, 1995. Various parties filed petitions for rehearing of
the Commission's order. On December 20, 1995, the Commission denied those
petitions. The parties may appeal the Commission's order to the Illinois
Appellate Court. (See Note 2A.)
ENVIRONMENTAL COST RECOVERY. On November 21, 1995, subsequent to the date of
the auditors' report, the Commission entered its order on remand in its
consolidated proceedings regarding the appropriate ratemaking treatment of
environmental costs incurred by Illinois utilities, including the Company and
Peoples Gas, in connection with the investigation and treatment of residues
associated with past manufactured gas operations. Consistent with the Illinois
Supreme Court's April 20, 1995 decision, the Commission, in its order on remand,
reversed its earlier order to allow utilities to recover carrying charges on
such environmental costs incurred on and after April 20, 1995, the date of the
Supreme Court's decision. (See Note 2A.)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
- 36 -
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
IDENTIFICATION OF DIRECTORS
<TABLE>
<CAPTION>
Company
Name, Principal Occupation, Age at Directorship
and Other Directorships 11-30-95 Since
- ------------------------------------------------ -------- ------------
<S> <C> <C>
Kenneth S. Balaskovits 53 1993
Vice President and Controller
of the Company, Peoples Energy,
and Peoples Gas; Director of Peoples Gas.
J. Bruce Hasch 57 1986
President and Chief Operating Officer of
the Company, Peoples Energy, and Peoples
Gas; Director of Peoples Energy and
Peoples Gas.
James Hinchliff 55 1985
Senior Vice President and General Counsel
of the Company, Peoples Energy,
and Peoples Gas; Director of Peoples Gas.
Michael S. Reeves 60 1988
Executive Vice President of the Company,
Peoples Energy, and Peoples Gas;
Director of Peoples Energy and Peoples Gas.
Richard E. Terry 58 1982
Chairman of the Board and Chief Executive
Officer of the Company, Peoples Energy, and
Peoples Gas; Director of Peoples Energy
and Peoples Gas. Mr. Terry is also a
director of Harris Bankcorp, Inc.,
Harris Trust and Savings Bank, Bankmont
Financial Corp., and Amsted Industries.
</TABLE>
- 37 -
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY (Continued)
IDENTIFICATION OF EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Position at Age at Position
Name November 30, 1995 11-30-95 Held Since
- ---------------------- ----------------------------- -------- ----------
<S> <C> <C> <C>
Kenneth S. Balaskovits Vice President and Controller 53 1993
Frank H. Blackmore Vice President 60 1989
Emmet P. Cassidy Secretary and Treasurer 62 1989
Patrick J. Doyle Vice President 58 1985
Joan T. Gagen Vice President 44 1994
J. Bruce Hasch President and Chief Operating 57 1990
Officer
James Hinchliff Senior Vice President and 55 1989
General Counsel
John C. Ibach Vice President 48 1992
Donald H. Keller Vice President 62 1986
Thomas J. O'Sullivan Division Vice President 53 1992
Thomas M. Patrick Vice President 49 1989
James D. Pitts, Jr. Vice President 57 1989
Michael S. Reeves Executive Vice President 60 1987
Richard E. Terry Chairman of the Board and 58 1990
Chief Executive Officer
</TABLE>
Directors and executive officers of the Company were elected to serve for a
term of one year or until their successors are duly elected and qualified,
except for Messrs. Keller and O'Sullivan, who were appointed.
There are no family relationships among directors and executive officers of
the Company.
All of the directors and executive officers of the Company have been
continuously employed by the Company and/or its affiliates in various capacities
for at least five years.
- 38 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth information concerning annual and long-term
compensation and grants of stock options, stock appreciation rights and
restricted stock awards under Peoples Energy's Long-Term Incentive Compensation
Plan. Cash compensation for executive officers, except for Mr. Keller, is paid
by Peoples Gas with appropriate amounts billed to the Company for the time such
officers serve the Company. All compensation was paid by the Company and its
affiliates (Peoples Energy and Peoples Gas) for services in all capacities
during the three fiscal years set forth below, to (1) the Chief Executive
Officer and (2) the most highly compensated executive officer of the Company
other than the Chief Executive Officer. No executive officer's cash
compensation paid by the Company for service to the Company exceeded $100,000,
except for Mr. Keller's.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
------------------- --------------------------
Restricted All Other
Stock Options/ Compen-
Name and Awards(1)(2) SARs sation(3)
Principal Position Year Salary($) Bonus($) ($) (#) ($)
- ----------------------- ---- --------- -------- ------------ -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Terry 1995 $455,300 $137,200 $137,119 21,400 $12,354
Chairman and 1994 421,250 117,100 113,281 14,400 12,638
Chief Executive Officer 1993 415,000 30,400 110,413 14,600 12,277
Donald H. Keller 1995 143,100 14,700 0 6,000 4,293
Vice President 1994 137,250 23,200 0 4,800 4,118
1993 135,200 4,700 0 4,800 3,978
</TABLE>
(1) The total number of restricted shares held by Mr. Terry and the aggregate
market value of such shares at September 30, 1995, was 12,825 shares valued
at $352,688. Dividends are paid on the restricted shares at the same time
and at the same rate as dividends paid to all shareholders of common stock.
Aggregate market value is based on a per share price of $27.50, the closing
price of Peoples Energy's stock on the New York Stock Exchange composite
transactions on September 29, 1995.
(2) Restricted stock awards granted to date vest in equal annual increments
over a five year period. If a recipient's employment with the Company
terminates, other than by reason of death, disability or retirement after
attaining age 65, the recipient forfeits all rights to the unvested portion
of the restricted stock award. In addition, the Compensation-Nominating
Committee (and with respect to the CEO, the Compensation-Nominating
Committee, subject to the approval of the non-management directors) may, in
its sole discretion, accelerate the vesting of any restricted stock awards
granted under the Long-Term Incentive Compensation Plan. Total restricted
stock awarded to Mr. Terry for 1993 constitutes 3,650 shares of which 730
shares vested in 1994, 730 shares vested in 1995, 730 shares will vest in
1996, 730 shares will vest in 1997, and the remaining 730 shares will vest
in 1998. Total restricted stock awarded to Mr. Terry for 1994 constitutes
3,625 shares of which 725 shares vested in 1995, 725 shares will vest in
1996, 725 shares will vest in 1997, 725 shares will vest in 1998, and the
remaining 725 shares will vest in 1999. Total restricted stock awarded to
Mr. Terry for 1995 constitutes 5,325 shares of which 1,065 shares will vest
in 1996, 1,065 shares will vest in 1997, 1,065 shares will vest in 1998,
1,065 shares will vest in 1999, and the remaining 1,065 shares will vest in
2000.
- 39 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued)
(3) Company contributions to the Capital Accumulation Plan accounts of the
named executive officers during the above fiscal years. Employee
contributions under the plan are subject to a maximum limitation under the
Internal Revenue Code of 1986. The Company pays an employee who is subject
to this limitation an additional 50 cents for each dollar that the employee
is prevented from contributing solely by reason of such limitation. The
amounts shown in the table above reflect, if applicable, this additional
Company payment.
OPTIONS/SAR GRANTS IN FISCAL 1995
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% of Total
Options/SARs
Options/ Granted to Exercise Grant
SARs Employees or Base Date
Granted in Fiscal Price Expiration Present
Name (#)(1) Year (2) ($/Share) Date Value($)(3)
- ---------------- ------ ------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Richard E. Terry 21,400 15% $25.69 05-Oct-04 $97,370
Chairman and
Chief Executive
Officer
Donald H. Keller 6,000 4 25.69 05-Oct-04 27,300
Vice President
</TABLE>
(1) The grant of an Option enables the recipient to purchase Peoples Energy
common stock at a purchase price equal to the fair market value of the
shares on the date the Option is granted. The grant of an SAR enables the
recipient to receive, for each SAR granted, cash in an amount equal to the
excess of the fair market value of one share of Peoples Energy common stock
on the date the SAR is exercised over the fair market value of such common
stock on the date the SAR was granted. Options or SARs that expire
unexercised become available for future grants. Before an Option or SAR
may be exercised, the recipient must complete 12 months of continuous
employment subsequent to the grant of the Option or SAR. Options and SARs
may be exercised within 10 years from the date of grant, subject to earlier
termination in case of death, retirement, or termination of employment.
(2) Based on 71,500 Options and 71,500 SARs granted to all employees during
fiscal 1995.
(3) Present value is determined using a variation of the Black-Scholes Model.
The model assumes: a) that Options and SARs are exercised two years after
the date of grant -- the average time Options and SARs were held by
recipients under Peoples Energy's Long-Term Incentive Compensation Plan
over the past ten years; b) use of an interest rate equal to the interest
rate on a U.S. Treasury security with a maturity date corresponding to the
assumed exercise date; c) a level of volatility calculated using weekly
stock prices for the two years prior to the date of grant; d) that no
adjustments were made for an expected dividend yield; and e) that no
adjustments were made for non-transferability or risk of forfeiture. This
is a theoretical value for the Options and SARs. The amount realized from
an Option or an SAR ultimately depends upon the excess of the market value
of Peoples Energy's stock over the exercise price on the date the option or
SAR is exercised.
- 40 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued)
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1995
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised In-
Unexercised Options/SARs the-Money Options/SARs at
at Fiscal Year-End(#) Fiscal Year-End ($)
Shares ------------------------------- ------------------------------
Acquired On Value
Name Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Terry 0 $0.00 29,000 21,400 $0.00 $38,734
Chairman and
Chief Executive
Officer
Donald H. Keller 0 0.00 9,600 6,000 0.00 10,860
Vice President
</TABLE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
Average Annual ---------------------------------------------------------------------------------------
Compensation 20 25 30 35 40
- -------------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
$150,000 $54,872 $68,590 $82,308 $91,683 $101,058
200,000 74,872 93,590 112,308 124,808 137,308
250,000 94,872 118,590 142,308 157,933 173,558
300,000 114,872 143,590 172,308 191,058 209,808
350,000 134,872 168,590 202,308 224,183 246,058
400,000 154,872 193,590 232,308 257,308 282,308
450,000 174,872 218,590 262,308 290,433 318,558
500,000 194,872 243,590 292,308 323,558 354,808
550,000 214,872 268,590 322,308 356,683 391,058
600,000 234,872 293,590 352,308 389,808 427,308
650,000 254,872 318,590 382,308 422,933 463,558
</TABLE>
The above table illustrates various annual straight-life benefits at normal
retirement (age 65) for the indicated levels of average annual compensation and
various periods of service, assuming no future changes in Peoples Energy's
pension benefits. The compensation used in the computation of annual retirement
benefits is substantially equivalent to the salary and bonus reported in the
Summary Compensation Table. The benefit amounts shown reflect reduction for
applicable Social Security benefits.
Average annual compensation is the average 12-month compensation for the
highest 60 consecutive months of the last 120 months of service prior to
retirement. Compensation is total salary paid to an employee by the Company
and/or its affiliates, including bonuses under Peoples Energy's Short-Term
Incentive Compensation Plan, pre-tax contributions under Peoples Energy's
Capital Accumulation Plan, pre-tax contributions under Peoples Energy's Health
and Dependent Care Spending Accounts Plan, and pre-tax contributions for life
and health care insurance, but excluding moving allowances, exercise of stock
options and SARs, and other compensation that has been deferred.
- 41 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued)
At September 30, 1995, the credited years of retirement benefit service for
the individuals listed in the Summary Compensation Table were as follows: Mr.
Terry, 31 years; and Mr. Keller, 40 years. The benefits shown in the foregoing
table are subject to maximum limitations under the Employee Retirement Income
Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as
amended. Should these benefits at the time of retirement exceed the then-
permissible limits of the applicable Act, the excess would be paid by the
Company as supplemental pensions pursuant to Peoples Energy's Supplemental
Retirement Benefit Plan. The benefits shown give effect to these supplemental
pension benefits.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At November 30, 1995, voting securities of the Company were beneficially
owned as follows:
<TABLE>
<CAPTION>
Title of Number of Per Cent of
Class Name and Address Shares Owned Class
- ------------ -------------------------- ------------ -----------
<S> <C> <C> <C>
Common Stock Peoples Energy Corporation
without 130 East Randolph Drive
par value Chicago, Illinois 60601 3,625,887 100
--------- ---
--------- ---
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
No equity securities of the Company are beneficially owned directly or
indirectly by any director or officer of the Company.
Shares of common stock, without par value, of Peoples Energy beneficially
owned directly or indirectly by all directors and certain executive officers of
the Company and all directors and executive officers of the Company as a group
at November 30, 1995, are as follows:
<TABLE>
<CAPTION>
Shares of Peoples Energy
Common Stock Beneficially
Name Owned at November 30, 1995 (1)
---------------------- --------------------------
<S> <C>
Kenneth S. Balaskovits* 11,980 (2)(3)
J. Bruce Hasch* 47,127 (2)(3)
James Hinchliff* 31,595 (2)(3)
Donald H. Keller 11,454 (2)(3)
Michael S. Reeves* 36,246 (2)(3)
Richard E. Terry* 69,504 (2)(3)
All directors and officers of the Company
as a group, including those named above
(14 in number) 330,938 (1)(2)(3)
</TABLE>
* Director of the Company.
- 42 -
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued)
(1) The total of 330,938 shares held by all directors and executive officers as
a group is less than one per cent of Peoples Energy's outstanding common
stock. Unless otherwise indicated, each individual has sole voting and
investment power with respect to the shares of common stock attributed to
him in the table.
(2) Includes shares that the following have a right to acquire within 60 days
following November 30, 1995, through the exercise of stock options granted
under the Long-Term Incentive Compensation Plan of Peoples Energy: Messrs.
Balaskovits, 5,500; Hasch, 15,400; Hinchliff, 10,000; Keller, 7,800;
Reeves, 10,000; Terry, 25,200; and all executive officers of the Company,
as a group, 140,200.
(3) Includes shares of restricted stock awarded under the Long-Term Incentive
Compensation Plan of Peoples Energy, the restrictions on which had not
lapsed at November 30, 1995, as follows: Messrs. Balaskovits, 2,970;
Hasch, 8,240; Hinchliff, 5,290; Reeves, 5,290; Terry, 14,055; and all
executive officers as a group, 45,665. Owners of shares of restricted
stock have the right to vote such shares and to receive dividends thereon
but have no investment power with respect to such shares until the
restrictions thereon lapse.
CHANGES IN CONTROL
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
- 43 -
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1. Financial Statements: Page
----
See Part II, Item 8. 16
2. Financial Statement Schedules:
Schedule
Number
--------
VIII Valuation and Qualifying Accounts 45
3. Exhibits:
See Exhibit Index on page 47.
(b) Reports on Form 8-K filed during the final quarter of fiscal year 1995:
None.
- 44 -
<PAGE>
SCHEDULE VIII
NORTH SHORE GAS COMPANY AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS
(Thousands)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- ------------------------------------------------- ------------ --------- --------------------- ---------
Additions Deductions
--------- ---------------------
Charged Charges for the
Balance to costs purpose for which the Balance
at beginning and reserves or deferred at end of
Description of period expenses credits were created period
- ------------------------------------------------- ------------ --------- --------------------- ---------
<S> <C> <C> <C> <C>
Fiscal Year Ended September 30, 1995
------------------------------------
RESERVES (deducted from assets in balance sheet):
Uncollectible items $889 $677 $868 $698
Fiscal Year Ended September 30, 1994
------------------------------------
RESERVES (deducted from assets in balance sheet):
Uncollectible items $855 $854 $820 $889
Fiscal Year Ended September 30, 1993
------------------------------------
RESERVES (deducted from assets in balance sheet):
Uncollectible items $586 $797 $528 $855
</TABLE>
- 45 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NORTH SHORE GAS COMPANY
Date: December 21, 1995 By: /s/ RICHARD E. TERRY
----------------- ------------------------------
Richard E. Terry
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on December 21, 1995.
/s/ RICHARD E. TERRY Chairman of the Board and Chief Executive
- --------------------------------- Officer and Director
Richard E. Terry (Principal Executive Officer)
/s/ KENNETH S. BALASKOVITS Vice President and Controller and Director
- --------------------------------- (Principal Financial and
Kenneth S. Balaskovits Accounting Officer)
/s/ J. BRUCE HASCH Director
- ---------------------------------
J. Bruce Hasch
/s/ JAMES HINCHLIFF Director
- ---------------------------------
James Hinchliff
/s/ MICHAEL S. REEVES Director
- ---------------------------------
Michael S. Reeves
- 46 -
<PAGE>
NORTH SHORE GAS COMPANY AND SUBSIDIARY COMPANIES
EXHIBIT INDEX
(a) The exhibits listed below are filed herewith and made a part hereof:
Exhibit
Number Description of Document
------- -----------------------------------------------------------------
3(a) Amendment to the Articles of Incorporation of the Registrant,
dated April 24, 1995.
3(b) Articles of Incorporation of the Registrant, as last amended,
dated April 24, 1995.
10(a) ETS Service Agreement between the Company and ANR Pipeline
Company, dated September 21, 1994.
10(b) FSS Service Agreement between the Company and ANR Pipeline
Company, dated September 21, 1994.
10(c) Transportation Rate Schedule FTS Agreement between the Company
and Natural Gas Pipeline Company of America, dated
September 22, 1995.
10(d) Storage Rate Schedule NSS Agreement between the Company and
Natural Gas Pipeline Company of America, dated October 19,
1995.
10(e) Transportation Rate Schedule FTS Agreement between the Company
and Natural Gas Pipeline Company of America, dated
October 19, 1995.
10(f) Storage Rate Schedule DSS Agreement between the Company and
Natural Gas Pipeline Company of America, dated December 1,
1995.
12 Statement re: Computation of Ratio of Earnings to Fixed Charges.
23 Arthur Andersen LLP consent to incorporation by reference in
Registration Statement No. 33-60256
27 Financial Data Schedule
- 47 -
<PAGE>
NORTH SHORE GAS COMPANY AND SUBSIDIARY COMPANIES
EXHIBIT INDEX (Continued)
(b) Exhibits listed below have been filed heretofore with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended,
and/or the Securities Exchange Act of 1934, as amended, and are
incorporated herein by reference. The file number and exhibit number of
each such exhibit are stated in the description of such exhibits.
Exhibit
Number Description of Document
------- ------------------------------------------------------------
3(c) By-Laws of the Registrant, as amended on December 7, 1994
(Registrant Form 10-K for fiscal year ended September 30,
1994, Exhibit 3(b)).
4(a) Indenture, dated as of April 1, 1955, from the Company to
Continental Bank, National Association, as Trustee; Third
Supplemental Indenture, dated as of December 20, 1963 (North
Shore - File No. 2-35965, Exhibit 4-1); Fifth Supplemental
Indenture, dated as of February 1, 1970 (File No. 2-35965,
Exhibit 4-2); Sixth Supplemental Indenture, dated as of
October 1, 1973 (Form 10-K for the fiscal year ended
September 30, 1980, Exhibit 4-3; Seventh Supplemental
Indenture, dated as of February 15, 1977 (Form 10-K for the
fiscal year ended September 30, 1980, Exhibit 4-4); Eighth
Supplemental Indenture, dated as of September 15, 1980 (Form
10-K for the fiscal year ended September 30, 1980, Exhibit
4-5); Ninth Supplemental Indenture, dated as of December 1,
1987 (Form 10-K for the fiscal year ended September 30,
1987, Exhibit 4); and Tenth Supplemental Indenture, dated as
of November 1, 1990 (Form S-3 Registration Statement No. 33-
37332, Exhibit 4b); Eleventh Supplemental Indenture, dated
as of October 1, 1992 (Form 10-K for the fiscal year ended
September 30, 1992, Exhibit 4); and Twelfth Supplemental
Indenture dated as of April 1, 1993 (Form 8-K dated April
23, 1993, Exhibit 4).
- 48 -
<PAGE>
File Number 4349-143-1
-----------
State of Illinois
Office of
The Secretary of State
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
NORTH SHORE GAS COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, at the City of Springfield, this 24TH day of
APRIL A.D. 1995 and of the Independence of the United States the two hundred and
19TH.
SEAL OF THE STATE OF ILLINOIS
AUG. 26TH 1818 /s/ George H. Ryan
Secretary of State
<PAGE>
ARTICLES OF AMENDMENT
Form BCA-10.30 File # 4349-143-1
(Rev. Jan. 1995)
SUBMIT IN DUPLICATE
George H. Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services Date 04-24-95
Springfield, IL 62756 Filing Fee * $25
Telephone (217) 782-1832 Approved: MR
Remit payment in check or money order, payable to "Secretary of State."
* The filing fee for articles of amendment - $25.00
1. CORPORATE NAME: North Shore Gas Company (Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on
March 22, 1995 in the manner indicated below. ("X" one box only)
By a majority of the incorporators, provided no directors were named in
the articles of incorporation and no directors have been elected;
(Note 2)
By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of adoption of
this amendment;
(Note 2)
By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being required for
the adoption of the amendment;
(Note 3)
By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum number of
votes required by statute and by the articles of incorporation were voted in
favor of the amendment;
(Note 4)
By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted to
the shareholders. A consent in writing has been signed by shareholders having
not less than the minimum number of votes required by statute and by the
articles of incorporation. Shareholders who have not consented in writing have
been given notice in accordance with Section 7.10;
(Notes 4 & 5)
X By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted to
the shareholders. A consent in writing has been signed by all the shareholders
entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
(NEW NAME)
All changes other than name, include on page 2
(over)
<PAGE>
Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is required
to be set forth in its entirety. If there is not sufficient space to do so, add
one or more sheets of this size.)
(See attached pages)
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued shares of that
class, provided for or effected by this amendment, is as follows: (If not
applicable, insert "No change")
No change.
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces the
terms Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) is as follows: (If not applicable, insert "No change")
No change.
(b) The amount of paid-in capital (Paid-in capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these accounts)
as changed by this amendment is as follows: (If not applicable, insert "No
change")
No change.
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated April 20, 1995 North Shore Gas Company
-------------- -----------------------
(Exact Name of Corporation at
date of execution)
attested by /s / E. P. Cassidy by /s/ Kenneth S. Balaskovits
------------------- -----------------------------
(Signature of Secretary) (Signature of Vice President)
Emmet P. Cassidy, Secretary Kenneth S. Balaskovits, Vice President
--------------------------- --------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.
Dated , 19
--------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
<PAGE>
NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
(Sec. 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
seven instances, as follows:
(a) to remove the names and addresses of directors named in the articles of
incorporation;
(b) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant to Sec. 5.10 is also filed;
(c) to increase, decrease, create or eliminate the par value of the shares
of any class, so long as no class or series of shares is adversely affected.
(d) to split the issued whole shares and unissued authorized shares by
multiplying them by a whole number, so long as no class or series is adversely
affected thereby;
(e) to change the corporate name by substituting the word "corporation",
"incorporated", "company", "limited", or the abbreviation "corp.", "inc.",
"co.", or "ltd." for a similar word or abbreviation in the name, or by adding a
geographical attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a cancellation
statement filed in accordance with Sec. 9.05,
(g) to restate the articles of incorporation as currently amended.
(Sec. 10.15)
NOTE 4: All amendments not adopted under Sec. 10.10 or Sec. 10.15 require (1)
that the board of directors adopt a resolution setting forth the proposed
amendment and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting (either
annual or special) or (2) by consent, in writing, without a meeting.
To be adopted, the amendment must receive the affirmative vote or consent of the
holders of at least 2/3 of the outstanding shares entitled to vote on the
amendment (but if class voting applies, then also at least a 2/3 vote within
each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or larger vote requirement not less than a majority of
the outstanding shares entitled to vote and not less than a majority within each
class when class voting applies. (Sec. 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be given
notice of the proposed amendment at least 5 days before the consent is signed.
If the amendment is adopted, shareholders who have not signed the consent must
be promptly notified of the passage of the amendment. (Sec. 7.10 & 10.20)
<PAGE>
The Articles of Incorporation are amended by adding the following new
Article Ten and Article Eleven thereto:
ARTICLE TEN
No director of the corporation shall be liable to the corporation or to the
shareholders of the corporation for monetary damages for breach of fiduciary
duty as a director, provided that this Article Ten shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its shareholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of the law,
(iii) under Section 8.65 of the Illinois Business Corporation Act of 1983, as
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. This Article Ten shall not eliminate or limit the liability
of a director of the corporation for any act or omission occurring before the
date on which this Article Ten becomes effective. Any repeal or modification of
this Article Ten by the shareholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification.
ARTICLE ELEVEN
Paragraph 1:
The corporation shall indemnify, to the fullest extent permitted under the laws
of the State of Illinois and any other applicable laws, as they now exist or as
they may be amended in the future, any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, an action by or in the right of the
corporation), by reason of the fact that he or she is or was a director, officer
or employee of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.
Paragraph 2:
Expenses incurred by such a director, officer or employee in defending a civil
or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding to the
fullest extent permitted under the laws of the State of Illinois and any other
applicable laws, as they now exist or as they may be amended in the future.
Paragraph 3:
The board of directors may, by resolution, extend the provisions of this Article
Eleven regarding indemnification and the advancement of expenses to any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact he or she
is or was an agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
Paragraph 4:
The rights provided by or granted under this Article Eleven are not exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled.
Paragraph 5:
The indemnification and advancement of expenses provided by or granted under
this Article Eleven shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of that person.
<PAGE>
Exhibit 3(b)
1-1611
Certificate Number 78894
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of Incorporation duly signed and verified of LAKE GAS COMPANY
have been filed in the Office of the Secretary of State on the 7th day of
October A. D. 1963, as provided by "The Business Corporation Act" of Illinois,
in force July 13, A. D. 1933.
Now Therefore, I, Charles F. Carpentier, Secretary of state of the state of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of incorporation and attach thereto a copy of the Articles of
Incorporation of the aforesaid corporation.
In Testimony Whereof, Thereto set my hand and cause to be affixed the Great Seal
of the State of Illinois, Done at the City of Springfield this 7th day of
October A. D. 1963 and of the Independence of the United States the one hundred
and 88th.
/s/Charles F. Carpentier
- ------------------------
Secretary of State
(SEAL)
<PAGE>
2-1611
FORM B
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY
THE INSTRUCTIONS ON THE BACK THEREOF.
(THESE ARTICLES MUST BE FILED IN DUPLICATE)
------------------------------------
STATE OF ILLINOIS, } (Do not write in this space)
} ss. Date Paid 10-7-63
COOK COUNTY } Initial License Fee $.50
Franchise Tax $7.50
Filing Fee $20.00
Clerk J
------------------------------------
To CHARLES F. CARPENTIER, Secretary of State:
We, the undersigned, 2765-12
- ------------------------------------------------------------------------
Address
Name Number Street City State
- ------------------------------------------------------------------------
William P. O'Keefe 122 South Michigan Avenue, Chicago, Illinois
- ------------------------------------------------------------------------
Philip B. Hill 122 South Michigan Avenue, Chicago, Illinois
- ------------------------------------------------------------------------
Hugh A. Zimmerman 122 South Michigan Avenue, Chicago, Illinois
- ------------------------------------------------------------------------
being natural persons of the age of twenty-one years or more and subscribers to
the shares of the corporation to be organized pursuant hereto, for the purpose
of forming a corporation under "The Business Corporation Act" of the State of
Illinois, do hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: LAKE GAS COMPANY
ARTICLE TWO
The address of its initial registered office in the state of Illinois is: 209
Madison Street, in the City of Waukegan County of Lake and the name of its
initial Registered Agent at said address is: Edwin M. Taber.
ARTICLE THREE
Paid
The duration of the corporation is: Perpetual Oct - 7 1963
/s/Charles F. Carpentier
Secretary of State
<PAGE>
3-1611
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To construct, own, lease and operate a plant or plants for
manufacturing, producing, generating, storing and furnishing gas, electricity,
various fluids and other forms of energy and to sell and distribute the same
through pipes, conductors, conduits or otherwise in liquid or gaseous or other
forms for heating, cooling, air conditioning, cooking, lighting, power, and for
such other purpose or purposes as the same now or hereafter may be useable or
applicable to and for; and for the production and sale of the by-products
connected with or incidental to the operation of said plant or plants and for
such other business or purposes as may be connected wherewith or pertinent
thereto.
To construct, develop, explore for, purchase or otherwise acquire, and
to own, hold, maintain and operate pipelines, storage reservoirs, caverns, all
other storage facilities, and all other equipment and property suitable,
necessary or convenient, incident or pertinent thereto, and to the
transportation and storage of natural gas and all other gases in liquid or
gaseous form; and to engage in the business of the transportation and storage of
all such gases for itself and others.
To buy and sell gas, oil, salt, brine and other mineral solutions and to
produce gas and oil; to manufacture, buy, sell, deal in, engage in, conduct and
carry on the business of manufacturing, buying, selling, leasing, lending and
dealing in goods, wares and merchandise of every class and description,
including, but not limited to, machinery, equipment and appliances of all kinds
which may be applicable to or used to in connection with the production,
generation, transmission, distribution, storage, use or consumption of gas,
electricity, various fluids and other forms of energy, and to advance its funds
in connection with the sale and installation or use of any thereof.
<PAGE>
4-1611
ARTICLE FIVE
Paragraph 1: The aggregate number of shares which the corporation is authorized
to issue is 2,000,000, divided into classes. The designation of each
class, the number of shares of each class, and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value, are as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement that shares
Class (If any) Shares are without par value
<S> <C> <C> <C>
Common 2,000,000 Without par value
</TABLE>
Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
None
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
<TABLE>
<CAPTION>
Total consideration to be
Class of shares Number of shares received therefor:
<S> <C> <C>
Common 200 $1,000.00
</TABLE>
ARTICLE SEVEN
The corporation will not commence business until at lease one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is:
Three (3)
<PAGE>
5-1611
ARTICLE NINE
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $ .
Paragraph 2: It is estimated that the value of the property to be located
within the State of Illinois during the following year will be $ .
Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $ .
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $ .
/s/William P. O'Keefe }
---------------------
/s/Philip B. Hill }Incorporators
-----------------------
/s/Hugh A. Zimmerman }
-----------------------
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS }
} ss.
COOK COUNTY }
I, Frank Navigato, a Notary Public, do hereby certify that on the 4th day
of October, 1963, William P. O'Keefe, Philip B. Hill and Hugh A. Zimmerman
personally appeared before me and being first duly sworn by me severally
acknowledged that they signed the foregoing document in the respective
capacities therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
/s/Frank Navigato
-----------------
Notary Public
Place
(Notarial Seal)
Here
<PAGE>
5-1611
FORM B
----------------------------------------
----------------------------------------
ARTICLES OF INCORPORATION
LAKE GAS COMPANY
----------------------------------------
----------------------------------------
The following fees are required to be paid at the time of issuing certificate of
incorporation: Filing fee, $20.00; Initial license fee of 50 cents per
$1,000.00 or 1/20 of 1% of the amount of stated capital and paid-in surplus the
corporation proposes to issue without further report (Article Six); Franchise
tax of 1/20 of 1% of the issued, as above noted. However, the minimum annual
franchise tax is $10.00 and varies monthly on $20.00 or less, as follows:
January, $15; February, $14.17; March, $13.34; April, $12.50; May, $11.67; June,
$10.84; July, $10.00; August, $9.17; September, $8.34; October, $7.50; November,
$6.67; December, $5.84; (See Section 133, BCA).
In excess of $20,000 the franchise tax per $1,000.00 is as follows: January,
$0.75; February, .7084; March, .6667; April, .625; May, .5834; June, .5417;
July, .50; August, .4584; September, .4167; October, .375; November, .3334;
December, .2917.
All shares issued in excess of the amount mentioned in Article Six of this
application must be reported within 60 days from date of issuance thereof, and
franchise tax and license fee paid thereon; otherwise, the corporation is
subject to a penalty of 1% for each month on the amount until reported and
subject to a fine of not to exceed $500.00.
The same fees are required for a subsequent issue of shares except the filing
fee is $1.00 instead of $20.00
Filed
Oct 7 1963
/s/Charles F. Carpentier
------------------------
Secretary of State
<PAGE>
7-1611
Certificate Number 19730
STATE OF ILLINOIS
Office of
The Secretary of State
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed and
verified of LAKE GAS COMPANY have been filed in the Office of the Secretary of
State on the 20th day of December A. D. 1963, as provided by "The Business
Corporation Act" of Illinois, in force July 13, A. D. 1933.
Now, Therefore, I, CHARLES F. CARPENTIER, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the state of Illinois, Done at the City of Springfield this 20th day of
December A. D. 1963 and of the Independence of the United States the one hundred
and 88th.
/s/Charles F. Carpentier
------------------------
Secretary of State.
(SEAL)
<PAGE>
Form BCA-55 8-1611
(File in Duplicate)
ARTICLES OF AMENDMENT Date Paid 12-20-63
to the License Fee
ARTICLES OF INCORPORATION Franchise Tax
of Filing Fee $20.00
LAKE GAS COMPANY Clerk GD
(Exact Corporate Name)
3967 49
To CHARLES F. CARPENTIER, PAID
Secretary of State Dec 20 1963
Springfield, Illinois /s/Charles F. Carpentier
Secretary of State
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
LAKE GAS COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
The Articles of Incorporation of Lake Gas Company be, and the same hereby
are, amended so as to change the name of said Company from Lake Gas Company to
North Shore Gas Company.
<PAGE>
9-1611
(Disregard Separation into ARTICLE THIRD: The number of shares
classes if class voting does of the corporation outstanding at the time
not apply to the amendment of the adoption of said amendment or
voted on.) amendments was 200; and the number of
shares of each class entitled to vote as a
class on the adoption of said amendment or
amendments, and the designation of each
such class were as follows:
Class Number of Shares
(Disregard separation into ARTICLE FOURTH: The number of shares voted
classes if class voting does for said amendment or amendments was 200;
not apply to the amendent and the number of shares voted against said
voted on.) amendment or amendments was none. The
number of shares of each class entitled to
vote as a class voted for and against said
amendment or amendments, respectively, was:
Class Number of Shares Voted
For Against
(Disregard these items unless Item 1. On the date of the
the amendment restates the adoption of this amendment
articles of incorporation.) restating the articles of
incorporation, the corporation had
shares issued, itemized as
follows:
Class Series Number of Par value per share or statement
(If Any) Shares that shares are without par value
Item 2. On the date of the
adoption of this amendment
restating the articles of
incorporation,
<PAGE>
the corporation had a stated
capital of $
and a paid-in surplus of $
or a total of $
(Disregard this Article where ARTICLE FIFTH: The manner in which the
this amendment contains no exchange this amendment contains no
such provisions.) reclassification, or cancellation of issued
shares, or a reduction of the number of
authorized shares of any class below the
number of issued shares of that class,
provided for in, or effected by, this
amendment, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in
where amendment does not which said amendment or amendments effect a
affect stated capital or change in the amount of stated capital or
paid-in surplus.) the amount of paid-in surplus, or both, is
as follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital
where amendment does not and of paid-in surplus as changed by this
affect stated capital or amendment are as follows:
paid-in surplus.)
Before Amendment After Amendment
Stated capital...$ $
Paid-in surplus..$ $
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its President, and
its corporate seal to be hereto affixed, attested by its Secretary,
this 16th day of December, 1963.
LAKE GAS COMPANY
----------------
(Exact Corporate Name)
Place By /s/Roy E. Jones
(CORPORATE SEAL) ---------------
Here Its President
ATTEST:
/s/J. M. Wells
- --------------
Its Secretary
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
I, Walter J. McElligott, a Notary Public, do hereby certify that on the
16th day of December 1963, Roy E. Jones personally appeared before me and, being
first duly sworn by me, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Walter J. McElligot
----------------------
Place Notary Public
(NOTARIAL SEAL)
Here
Box 4349 File 143
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
LAKE GAS COMPANY
----------------
Filed Dec 20 1963
/s/Charles F. Carpentier
------------------------
Secretary of State
FILE IN DUPLICATE
Filing Fee $20.00
Filing Fee for Re-Stated Articles $50.00
<PAGE>
Date Paid 1-23-64
License Fee $2,577.88
Franchise Tax $1,503.73
Filing Fee $1.00
Penalty
Clerk LC
147 23
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
To CHARLES F. CARPENTIER,
Secretary of State,
Springfield, Illinois
In compliance with "The Business Corporation Act" of Illinois, it is hereby
certified that the facts relating to the number of shares of stock issued by
North Shore Gas Company (Formerly known as Lake Gas Company) incorporated in the
State of Illinois and the manner of payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,000,000 Without par value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 200 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 200 Without par value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital..............$ 1,000.00
Paid-in Surplus.............$ None
(If the corporation has no paid-in surplus insert the word "none.")
Total..................$ 1,000.00
</TABLE>
PAID
Jan 23 1964
/s/Charles F. Carpentier
Secretary of State
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 1,024,800, and the
value of the entire consideration received therefor is $5,155,721.25, itemized
as follows:
<TABLE>
<CAPTION>
Number Par value per share or Date Entire
Class Series of statement that shares of Consideration
(if Any) Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 15,488 Without 12/19/63 $ 77,440.00
Common Stock 1,009,312 par value 12/20/63 $5,078,281.25
Total $5,155,721.25
</TABLE>
(b) In the case of shares issued as share dividend, the amount
added or transferred to the stated capital and paid-in surplus of the
corporation for, or on account of, such shares, excluding any part of such
amount transferred from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ .
Date of Addition or Transfer Amount Added or Transferred
$
---------------
Total $
(b) The amount transferred to stated capital from paid-in surplus
by resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is $ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed
Class (If Any) Shares by board of directors
<S> <C> <C> <C>
Common Stock 1,009,312 $5,078,281.25
$
$____________
Total $5,078,281.25
</TABLE>
and the location and general description of such property is 756,984 shares of
the Capital Stock of The Peoples Gas Light and Coke Company, an Illinois
Corporation.
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 1,025,000, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,025,000 Without par value
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital......................$ 5,156,721.25
Paid-in Surplus..................... $ None
(If the corporation has no paid-in surplus, insert the word "none.")
--------------
Total $ 5,156,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Executive Vice President, attested by its
Secretary, this 20th day of January, 1964.
NORTH SHORE GAS COMPANY (Formerly known as Lake Gas Company)
- ------------------------------------------------------------------
(Exact Corporate Title)
By /s/E. M. Taber
-------------
Place Executive Vice-President
Corporate Seal
Here
Attest:
/s/J. M. Wells
- --------------
Secretary
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Dorothy M. Teuber, a Notary Public, do hereby certify that on the 20th
day of January, A. D. 1964, personally appeared before me E. M. Taber who
declares he is Executive Vice-President of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity therein set forth and declared that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Dorothy M. Teuber
--------------------
Place Notary Public
Notarial Seal
Here
Box 4349 File 143
Report of Issuance of
Shares of
North Shore Gas Company
(Formerly known as Lake Gas Company)
FILED
JAN 23 1964
/s/Charles F. Carpentier
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
Date Paid 7-21-64
License Fee $200.00
Franchise Tax $233.33
Filing Fee $1.00
Penalty
Clerk AR
2417 1
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
To WILLIAM H. CHAMBERLAIN
Secretary of State,
Springfield, Illinois
In compliance with "The Business Corporation Act" of Illinois, it is hereby
certified that the facts relating to the number of shares of stock issued by
North Shore Gas Company incorporated in the State of Illinois and the manner of
payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,000,000 Without Par Value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 1,025,000 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,025,000 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital.......................$ 5,156,721.25
Paid-in Surplus...................... None
(If the corporation has no paid-in surplus, insert the word "none.")
Total $ 5,156,721.25
</TABLE>
PAID
JUL 21 1964
/s/William H. Chamberlain
Secretary of State
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 54,400, and the value
of the entire consideration received therefor is $400,000.00, itemized as
follows:
<TABLE>
<CAPTION>
Number Par value per share or Entire
Series of statement that shares Date of Consideration
Class (If Any) Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 54,400 Without Par Value 5/25/64 $400,000.00
Total $400,000.00
</TABLE>
(b) In the case of shares issued as share dividend, the amount
added or transferred to the stated capital and paid-in surplus of the
corporation for, or on account of, such shares, excluding any part of such
amount transferred from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ .
Date of Addition or Transfer Amount Added or Transferred
$
Total $
(b) The amount transferred to stated capital from paid-in surplus
by resolution of the board of directors
on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is $ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 1,079,400, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,079,400 Without Par Value
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 5,556,721.25
Paid-in Surplus................... None
(If the corporation has no paid-in surplus insert the word "none.")
Total $ 5,556,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Executive Vice-President, attested by its
Secretary, this 16th day of July, 1964
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place By /s/E. M. Taber
Corporate Seal --------------
Here (Executive Vice-President)
Attest:
/s/J. M. Wells
- --------------
(Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Dorothy M. Teuber, a Notary Public, do hereby certify that on the 16th
day of July, A. D. 1964, personally appeared before me E. M. Taber who declares
he is Executive Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Dortothy M. Teuber
---------------------
Place Notary Public
Notarial Seal
Here
Box 4349 File 143
Report of Issuance of Shares of
North Shore Gas Company
FILED
JUL 21 1964
/s/William H. Chamberlain
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
Date Paid 11-25-64
License Fee $350.00
Franchise Tax $291.67
Filing Fee $1.00
Penalty
Clerk AR
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
To William H. Chamberlain
Secretary of State,
Springfield, Illinois
In compliance with "The Business Corporation Act" of Illinois, it is hereby
certified that the facts relating to the number of shares of stock issued by
North Shore Gas Company incorporated in the State of Illinois and the manner of
payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,000,000 Without Par Value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 1,079,400 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,079,400 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 5,556,721.25
Paid-in Surplus............................... None
(If the corporation has no paid-in surplus, insert the word "none.")
Total $ 5,556,721.25
</TABLE>
PAID
NOV 25 1964
/s/William H. Chamberlain
Secretary of State
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 102,325, and the
value of the entire consideration received therefor is $ See 4(b), itemized as
follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any) of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 102,325 Without Par Value 9/29/64 $ See 4(b)
Total $
</TABLE>
(b) In the case of shares issued as share dividend, the amount added
or transferred to the stated capital and paid-in surplus of the corporation for,
or on account of, such shares, excluding any part of such amount transferred
from paid-in surplus, is $700,000.00.
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in surplus by
resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is $ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 1,181,725, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,181,725 Without Par Value
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated capital
and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 6,256,721.25
Paid-in Surplus................... None
(If the corporation has no paid-in surplus insert the word "none.")
Total $ 6,256,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Executive Vice-President, attested by its
Secretary, this 20th day of November, 1964.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place By /s/E. M. Taber
Corporate Seal --------------
Here (Executive Vice-President
Attest:
/s/J. M. Wells
- --------------
(Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Esther Timmermann, a Notary Public, do hereby certify that on the 20th
day of November, A. D. 1964, personally appeared before me E. M. Taber who
declares he is Executive Vice-President of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity therein set forth and declared that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Esther Timmermann
--------------------
Place Notary Public
Notarial Seal My Commission expires May 12, 1967
Here
Box 4349 File 143
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
NOV 25 1964
/s/William H. Chamberlain
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign corporations
(Sec. 117 BCA).
<PAGE>
Date Paid 2-15-65
License Fee $750.00
Franchise Tax $437.50
Filing Fee $ 1.00
Penalty
Clerk AR
377 25
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
To Paul Powell
Secretary of State,
Springfield, Illinois
In compliance with "The Business Corporation Act" of Illinois, it is hereby
certified that the facts relating to the number of shares of stock issued by
North Shore Gas Company incorporated in the State of Illinois and the manner of
payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,000,000 Without Par Value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 1,181,725 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,181,725 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 6,256,721.25
Paid-in Surplus............................... None
(If the corporation has no paid-in surplus, insert the word "none.")
Total $ 6,256,721.25
</TABLE>
PAID
FEB 15 1965
/s/Paul Powell
Secretary of State
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 240,800, and the
value of the entire consideration received therefor is $1,500,000.00, itemized
as follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any) of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 240,800 Without Par Value 12/23/64 $1,500,000.00
Total $1,500,000.00
</TABLE>
(b) In the case of shares issued as share dividend, the amount added
or transferred to the stated capital and paid-in surplus of the corporation for,
or on account of, such shares, excluding any part of such amount transferred
from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in surplus by
resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is $ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 1,422,525, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,422,525 Without Par Value
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 7,756,721.25
Paid-in Surplus................... None
(If the corporation has no paid-in surplus insert the word "none.")
Total $ 7,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Executive Vice-President, attested by its
Secretary, this 8th day of February, 1965.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place By /s/E. M. Taber
Corporate Seal --------------
Here (Executive Vice-President)
Attest:
/s/J. M. Wells
- --------------
(Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Dorothy M. Teuber, a Notary Public, do hereby certify that on the 8th
day of February, A. D. 1965, personally appeared before me E. M. Taber who
declares he is Executive Vice-President of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity therein set forth and declared that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Dorothy M. Teuber
--------------------
Place Notary Public
Notarial Seal
Here
Box 4349 File 143
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
FEB 15 1965
/s/Paul Powell
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349 - 143
Date Paid 4-18-66
License Fee $1,000.00
Franchise Tax $1,416.67
Filing Fee $ 1.00
Penalty
Clerk AR 2,417.67
Form BCA (97 or 117)
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
To Paul Powell
Secretary of State,
Springfield, Illinois
In compliance with "The Business Corporation Act" of Illinois, it is hereby
certified that the facts relating to the number of shares of stock issued by
North Shore Gas Company incorporated in the State of Illinois and the manner of
payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,000,000 Without Par Value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 1,422,525 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,422,525 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 7,756,721.25
Paid-in Surplus............................... None
(If the corporation has no paid-in surplus, insert the word "none.")
Total $ 7,756,721.25
</TABLE>
PAID
APR 18 1966
/s/Paul Powell
Secretary of State
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 304,609, and the
value of the entire consideration received therefor is $2,000,000.00, itemized
as follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any) of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 304,609 Without Par Value 2/23/66 $2,000,000.00
Total $2,000,000.00
</TABLE>
(b) In the case of shares issued as share dividend, the amount added
or transferred to the stated capital and paid-in surplus of the corporation for,
or on account of, such shares, excluding any part of such amount transferred
from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in surplus by
resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is
$ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 1,727,134, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,727,134 Without Par Value
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 9,756,721.25
Paid-in Surplus................... None
(If the corporation has no paid-in surplus insert the word "none.")
Total $ 9,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its President, attested by its Assistant
Secretary, this 7th day of April, 1966.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place By /s/E. M. Taber
Corporate Seal --------------
Here (President)
Attest:
/s/Harry F. Luther
- ------------------
(Assistant Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Lake }
I, Elsie C. Jacobson, a Notary Public, do hereby certify that on the 7th
day of April, A. D. 1966, personally appeared before me E. M. Taber who declares
he is President of the corporation, executing the foregoing document, and
being first duly sworn, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Elsie C. Jacobson
--------------------
Place Notary Public
Notarial Seal
Here
Box 4349 File 143
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
APR 18 1966
/s/Paul Powell
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349-143-1
Date Paid 9-8-71
License Fee $1500.00
Franchise Tax $3500.00
Filing Fee $ 1.00
Penalty $ 100.00
Clerk AR $5,101.00
5148 01
Form BCA (97 or 117)
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
To Paul Powell
Secretary of State,
Springfield, Illinois
In compliance with Sec. 97 of "The Business Corporation Act" of Illinois,
it is hereby certified that the facts relating to the number of shares of stock
issued by North Shore Gas Company incorporated in the State of Illinois and the
manner of payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,000,000 Without Par Value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 1,727,134 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 1,727,134 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 9,756,721.25
Paid-in Surplus............................... None
(If the corporation has no paid-in surplus, insert the word "none.")
Total $ 9,756,721.25
</TABLE>
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 400,000, and the
value of the entire consideration received therefor is $3,000,000.00, itemized
as follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 400,000 Without Par Value 5/21/71 $3,000,000.00
Total $3,000,000.00
</TABLE>
(b) In the case of shares issued as share dividend, the amount added
or transferred to the stated capital and paid-in surplus of the corporation for,
or on account of, such shares, excluding any part of such amount transferred
from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ -0- .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in surplus by
resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is
$ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 2,127,134, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,127,134 Without Par Value
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 12,756,721.25
Paid-in Surplus................... None
(If the corporation has no paid-in surplus insert the word "none.")
Total $ 12,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice-President, attested by its Assistant
Secretary, this 17th day of August, 1971.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place By /s/J. P. Thomas
Corporate Seal ---------------
Here (Vice-President)
Attest:
/s/A. M. Weiss
- ---------------------
(Assistant Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Judith L. Rasmussen, a Notary Public, do hereby certify that on the 17th
day of August, A. D. 1971, personally appeared before me J. P. Thomas who
declares he is Vice- President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Judith L. Rasmussen
----------------------
Notary Public
Place My Commission Expires October 30, 1972
Notarial Seal
Here
Form BCA (97 0r 117)
Box 4349 File 143
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
SEP 8 1971
/s/John W. Lewis
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349-143-1
Date Paid 2-4-72
License Fee $1000.00
Franchise Tax $1166.69
Filing Fee $ 1.00
Penalty
Clerk AR $2,167.69
Form BCA (97 or 117)
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
To John W. Lewis
Secretary of State,
Springfield, Illinois
In compliance with Sec. 97 of "The Business Corporation Act" of Illinois,
it is hereby certified that the facts relating to the number of shares of stock
issued by North Shore Gas Company incorporated in the State of Illinois and the
manner of payment thereof are as follows, to-wit:
546 45
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,000,000 Without Par Value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 2,127,134 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,127,134 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 12,756,721.25
Paid-in Surplus............................... None
(If the corporation has no paid-in surplus, insert the word "none.")
Total $ 12,756,721.25
</TABLE>
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 266,000, and the
value of the entire consideration received therefor is $2,000,000.00, itemized
as follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 266,000 Without Par Value 12/21/71 $2,000,000.00
Total $2,000,000.00
</TABLE>
(b) In the case of shares issued as share dividend, the amount added
or transferred to the stated capital and paid-in surplus of the corporation for,
or on account of, such shares, excluding any part of such amount transferred
from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ -0- .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in surplus by
resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is
$ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 2,393,134, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,393,134 Without Par Value
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 14,756,721.25
Paid-in Surplus................... None
(If the corporation has no paid-in surplus insert the word "none.")
Total $ 14,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice-President, attested by its Assistant
Secretary, this 31st day of January, 1972.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place By /s/J. P. Thomas
Corporate Seal ---------------
Here (Vice-President)
Attest:
/s/A. M. Weiss
- ------------------------------------
(Secretary) or (Assistant Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Rosemary Broecker, a Notary Public, do hereby certify that on the 31st
day of January, A. D. 1972, personally appeared before me J. P. Thomas who
declares he is Vice- President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Rosemary Broecker
--------------------
Place Notary Public
Notarial Seal
Here
Form BCA (97 or 117)
Box 4349 File 143-1
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
FEB 4 1972
/s/John W. Lewis
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349-143-1
Date Paid 6/29/73
License Fee $1000.00
Franchise Tax $2500.00
Filing Fee $1.00
Penalty
Clerk 2 3501.00
4643 09
Form BCA (97 or 117)
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
To MICHAEL J. HOWLETT
Secretary of State,
Springfield, Illinois
In compliance with Sec. 97 of "The Business Corporation Act" of Illinois,
it is hereby certified that the facts relating to the number of shares of stock
issued by North Shore Gas Company incorporated in the State of Illinois and the
manner of payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,000,000 Without Par Value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 2,393,134 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,393,134 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<CAPTION>
<S> <C>
Stated Capital................................$ 14,756,721.25
Paid-in Surplus............................... None
(If the corporation has no paid-in surplus, insert the word "none.")
Total $ 14,756,721.25
</TABLE>
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 259,000, and the
value of the entire consideration received therefor is $2,000,000, itemized as
follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any) of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 259,000 Without Par Value 4/30/73 $2,000,000.00
Total $2,000,000.00
</TABLE>
(b) In the case of shares issued as share dividend, the amount
added or transferred to the stated capital and paid-in surplus of the
corporation for, or on account of, such shares, excluding any part of such
amount transferred from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is
$ -0- .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in
surplus by resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is
$ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 2,652,134, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,652,134 Without Par Value
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 16,756,721.25
Paid-in Surplus................... None
(If the corporation has no paid-in surplus insert the word "none.")
Total $ 16,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice-President, attested by its Assistant
Secretary, this 25th day of June, 1973.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place By /s/J. P. Thomas
Corporate Seal ---------------
Here (Vice-President)
Attest:
/s/ A J Dibella
- ---------------
(Assistant Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Rosemary Broecker, a Notary Public, do hereby certify that on the 25th
day of June, A. D. 1973, personally appeared before me J. P. Thomas who
declares he is Vice-President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Rosemary Broecker
--------------------
Notary Public
Place My Commission expries March 23, 1975
Notarial Seal
Here
Form BCA (97 or 117)
Box 4349 File 143
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
JUN 29 1973
/s/Michael J. Howlett
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349-143-1
(Do not write in this space.)
Date Paid 11/25/75
License Fee $2,000.00
Franchise Tax $3,333.33
Filing Fee $ 1.00
Penalty
Clerk 2 $5,334.33
Form BCA (97 or 117)
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
TO MICHAEL J. HOWLETT
Secretary of State,
Springfield, Illinois
In compliance with Sec. 97 of "The Business Corporation Act" of Illinois,
it is hereby certified that the facts relating to the number of shares of stock
issued by North Shore Gas Company incorporated in the State of Illinois and the
manner of payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has
authority to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,000,000 Without Par Value
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report)
required to be filed is 2,652,134 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 2,652,134 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other
than an annual report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 16,756,721.25
Paid-in Surplus............................... None
(If the corporation has no paid-in
surplus, insert the word "none.")
Total $ 16,756,721.25
</TABLE>
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is
498,753, and the value of the entire consideration received
therefor is $4,000,000, itemized as follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any) of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common Stock 498,753 Without Par Value 9/26/75 $4,000,000.00
$
$
$
Total $4,000,000.00
</TABLE>
(b) In the case of shares issued as share dividend, the amount
added or transferred to the stated capital and paid-in surplus of
the corporation for, or on account of, such shares, excluding any
part of such amount transferred from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount
transferred to stated capital from paid-in surplus, is $ -0- .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
$
---------------------
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in
surplus by resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-
in surplus, or both, the date or dates on which such exchange or
reclassification was effected and the manner in which the same
was effected were:
and the amount added or transferred to stated capital or paid-in
surplus as the result of such exchange or reclassification,
except any portion thereof otherwise reported herein as part of
the consideration received by the corporation for, or on account
of, its issued shares, is $ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or
property, other than cash the value of such consideration, as
fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
$
$
---------------------
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate
number of issued shares of the corporation is 3,150,887, itemized
as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,150,887 Without Par Value
</TABLE>
9. Giving effect to the changes herein reported, the amount of
stated capital and the amount of paid-in surplus of the
corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 20,756,721.25
Paid-in Surplus................... $ None
(If the corporation has no paid-in
surplus insert the word "none.")
Total $ 20,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice-President, attested by its Assistant
Secretary, this 18th day of November, 1975.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place
Corporate Seal By /s/J. P. Thomas
Here ---------------
(Vice-President)
Attest:
/s/D. G. Holm
- -------------------------
(Assistant Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Jacqueline E. Rosales, a Notary Public, do hereby certify that on the
18th day of November, A. D. 1975, personally appeared before me J. P. Thomas
who declares he is Vice- President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Jacqueline E. Rosales
------------------------
Place Notary Public
Notarial Seal My Commission Expires June 21, 1978
Here
Box 4349 File 143-1
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
NOV 25 1975
/s/Michael J. Howlett
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349-143-1
(Do not write in this space.)
Date Paid 4-13-77
License Fee $3,000.00
Franchise Tax $8,500.00
Filing Fee $ 1.00
Penalty
Clerk AR 11,501.00
Form BCA (97 or 117)
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
TO MICHAEL J. HOWLETT
Secretary of State,
Springfield, Illinois
In compliance with Sec. 97 of "The Business Corporation Act" of Illinois,
it is hereby certified that the facts relating to the number of shares of stock
issued by North Shore Gas Company incorporated in the State of Illinois and the
manner of payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has
authority to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 5,000,000 Without Par Value
$100 Cumulative
Preferred 250,000 $100.00
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report)
required to be filed is 3,150,887 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,150,887 Without Par Value
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other
than an annual report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 20,756,721.25
Paid-in Surplus.............................. $ None
(If the corporation has no paid-in
surplus, insert the word "none.")
Total $ 20,756,721.25
</TABLE>
PAID
APR 15 1977
ALAN J. DIXON
Secretary of State
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is
60,000, and the value of the entire consideration received
therefor is $6,000,000, itemized as follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any) of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
$100 Cumulative Preferred 60,000 $100.00 2/15/77 $6,000,000
$
$
$
Total $6,000,000
</TABLE>
(b) In the case of shares issued as share dividend, the amount
added or transferred to the stated capital and paid-in surplus of
the corporation for, or on account of, such shares, excluding any
part of such amount transferred from paid-in surplus, is $
.
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount
transferred to stated capital from paid-in surplus, is $
.
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
$
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in
surplus by resolution of the board of directors on is
$ . (Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-
in surplus, or both, the date or dates on which such exchange or
reclassification was effected and the manner in which the same
was effected were:
and the amount added or transferred to stated capital or paid-in
surplus as the result of such exchange or reclassification,
except any portion thereof otherwise reported herein as part of
the consideration received by the corporation for, or on account
of, its issued shares, is $ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or
property, other than cash the value of such consideration, as
fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
$
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate
number of issued shares of the corporation is 3,210,887, itemized
as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,150,887 Without Par Value
$100 Cumulative Preferred 60,000 $100
</TABLE>
9. Giving effect to the changes herein reported, the amount of
stated capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 26,756,721.25
Paid-in Surplus.................. .$ None
(If the corporation has no paid-in
surplus insert the word "none.")
Total $ 26,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice-President, attested by its Assistant
Secretary, this 7th day of April, 1977.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place
Corporate Seal By /s/J. P. Thomas
Here ---------------
(Vice-President)
Attest:
/s/A. J. Dibella
- ------------------------
(Assistant Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, , a Notary Public, do hereby certify that on the 7th day of
April, A. D. 1977, personally appeared before me J. P. Thomas who declares he is
Vice President of the corporation, executing the foregoing document, and being
first duly sworn, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Jacqueline E. Rosales
------------------------
Place Notary Public
Notarial Seal My Commission Expires June 21, 1978
Here
Form BCA (97 or 117)
Box 4349 File 143
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
APR 13 1977
/s/Alan J. Dixon
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349-143-1
(Do not write in this space.)
Date Paid 7-11-78
License Fee $2000.00
Franchise Tax $4546.00
Filing Fee $ 1.00
Penalty
Clerk CCH $6,547.00
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
TO ALAN J. DIXON
Secretary of State,
Springfield, Illinois
In compliance with Sec. 97 of "The Business Corporation Act" of Illinois,
it is hereby certified that the facts relating to the number of shares of stock
issued by North Shore Gas Company incorporated in the State of Illinois and the
manner of payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 5,000,000 Without Par Value
$100 Cumulative Preferred 250,000 $100.00
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 3,210,887 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,150,887 Without Par Value
$100 Cumulative Preferred 60,000 $100.00
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 26,756,721.25
Paid-in Surplus...............................$ None
(If the corporation has no paid-in surplus, insert the word "none.")
Total $ 26,756,721.25
</TABLE>
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 475,000, and the
value of the entire consideration received therefor is $4,000,000, itemized as
follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any) of Shares are without par value Issuance Received
<S> <C> <C> <C> <C> <C>
Common 475,000 Without Par Value 5/19/78 $4,000,000
$
$
$
Total $4,000,000
</TABLE>
(b) In the case of shares issued as share dividend, the amount
added or transferred to the stated capital and paid-in surplus of the
corporation for, or on account of, such shares, excluding any part of such
amount transferred from paid-in surplus, is $___.
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in
surplus by resolution of the board of directors on is $ .
(Date)
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is
$ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 3,685,887, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 60,000 $100
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 30,756,721.25
Paid-in Surplus.................. $ None
(If the corporation has no paid-in surplus insert the word "none.")
Total .............................$ 30,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice-President and Controller, attested by its
Assistant Secretary, this 5th day of July, 1978.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place
Corporate Seal By /s/M. Igasaki, Jr.
Here ------------------
(Vice-President and Controller)
Attest:
s/D. G. Holm
- ------------
(Assistant Secretary)
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Jacqueline E. Rosales, a Notary Public, do hereby certify that on the
5th day of July, A. D. 1978, personally appeared before me M. Igasaki, Jr. who
declares he is Vice-President & Controller of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity therein set forth and declared that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Jacqueline E. Rosales
------------------------
Place Notary Public
Notarial Seal
Here
Form BCA (97 or 117)
Box 4349 File 143
Report of Issuance of
Shares of
North Shore Gas Company
-----------------------
FILED
JUL 11 1978
/s/Alan J. Dixon
Secretary of State
Filing Fee, $1.00
The license fee and franchise tax, as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of The Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349-143-1
(Do not write in this space.)
Date 11-18-80
License Fee $1,500.00
Franchise Tax $2,366.49
Filing Fee $ 5.00
Penalty
Clerk CCH $3,871.49
Form BCA (97 or 117)
REPORT OF
ISSUANCE OF SHARES AND INCREASES IN STATED
CAPITAL AND PAID-IN SURPLUS
TO ALAN J. DIXON
Secretary of State,
Springfield, Illinois
In compliance with Sec. 97 of "The Business Corporation Act" of Illinois,
it is hereby certified that the facts relating to the number of shares of stock
issued by North Shore Gas Company incorporated in the State of Illinois and the
manner of payment thereof are as follows, to-wit:
1. The aggregate number of shares which the corporation has authority
to issue is itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 5,000,000 Without Par Value
$100 Cumulative Preferred 250,000 $100.00
</TABLE>
2. The aggregate number of issued shares as last reported to the
Secretary of State in any document (other than an annual report) required to be
filed is 3,685,887 itemized as follows:
<TABLE>
<CAPTION>
Series Number Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 60,000 $100.00
</TABLE>
3. The amount of stated capital and the amount of paid-in surplus as
last reported to the Secretary of State in any document (other than an annual
report) required to be filed are:
<TABLE>
<S> <C>
Stated Capital................................$ 30,756,721.25
Paid-in Surplus...............................$ None
(If the corporation has no paid-in surplus, insert the word "none.")
Total.................................. $ 30,756,721.25
</TABLE>
<PAGE>
4. (a) The aggregate number of shares issued by the corporation not
previously reported to the Secretary of State as issued is 30,000, and the value
of the entire consideration received therefor is $3,000,000, itemized as
follows:
<TABLE>
<CAPTION>
Par value per share or Entire
Series Number statement that shares Date of Consideration
Class (If Any) of Shares are without par value Issuance Received
$100
<S> <C> <C> <C> <C> <C>
Cum. Preferred 9% 30,000 9/30/80 $3,000,000
$
$
Total $3,000,000
</TABLE>
(b) In the case of shares issued as share dividend, the amount
added or transferred to the stated capital and paid-in surplus of the
corporation for, or on account of, such shares, excluding any part of such
amount transferred from paid-in surplus, is $ .
5. (a) The amount added or transferred to stated capital or paid-in
surplus without the issuance of shares, exclusive of any amount transferred to
stated capital from paid-in surplus, is $ .
<TABLE>
<CAPTION>
Date of Addition or Transfer Amount Added or Transferred
<S> <C>
$
$
Total $
</TABLE>
(b) The amount transferred to stated capital from paid-in
surplus by resolution of the board of directors on is $ .
6. In the case of an exchange or reclassification of issued shares
resulting in an increase in the amount of stated capital or paid-in surplus, or
both, the date or dates on which such exchange or reclassification was effected
and the manner in which the same was effected were:
and the amount added or transferred to stated capital or paid-in surplus as the
result of such exchange or reclassification, except any portion thereof
otherwise reported herein as part of the consideration received by the
corporation for, or on account of, its issued shares, is
$ .
<PAGE>
7. If the consideration received for the issuance of any shares
reported herein consists of labor or services performed or property, other than
cash the value of such consideration, as fixed by the board of directors, is:
<TABLE>
<CAPTION>
Series Number of Value of consideration as fixed by
Class (If Any) Shares board of directors
<S> <C> <C> <C>
$
$
Total $
</TABLE>
and the location and general description of such property is
8. Giving effect to the changes herein reported, the aggregate number
of issued shares of the corporation is 3,715,887, itemized as follows:
<TABLE>
<CAPTION>
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 90,000 $100
</TABLE>
9. Giving effect to the changes herein reported, the amount of stated
capital and the amount of paid-in surplus of the corporation are:
<TABLE>
<S> <C>
Stated Capital.....................$ 33,756,721.25
Paid-in Surplus.................. $ None
(If the corporation has no paid-in surplus insert the word "none.")
Total ......................$ 33,756,721.25
</TABLE>
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its Vice-President and Controller, attested by its
Assistant Secretary, this 27th day of October, 1980.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
Place
Corporate Seal By /s/M. Igasaki, Jr.
Here ------------------
(Vice-President and Controller)
Attest:
/s/D. G. Holm
- ---------------------
(Assistant Secretary)
As an authorized officer, I declare that this document has been examined by
me and is, to the best of my knowledge and belief, true, correct and complete.
STATE OF Illinois }
} ss.
COUNTY OF Cook }
I, Veronica Rodgers, a Notary Public, do hereby certify that on the 27th
day of October, A. D. 1980, personally appeared before me M. Igasaki, Jr. who
declares he is Vice-President & Controller of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed the
foregoing document in the capacity therein set forth and declared that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Veronica Rodgers
-------------------
Place Notary Public
Notarial Seal My Commission Expries Nov. 1, 1982
Here
<PAGE>
Form BCA (97 or 117)
File# 4349-143-1
Report of Issuance of
Shares of
North Shore Gas Company
SECRETARY OF STATE
CORPORATION DEPARTMENT
SPRINGFIELD, ILLINOIS 62756
TELEPHONE (217) 782-7880
FILED
NOV 18 1980
/s/Alan J. Dixon
Secretary of State
Filing Fee, $5.00
The license fee and franchise tax as well as the filing fee, must be paid
at the time of filing this report as required by the provisions of the Business
Corporation Act.
This form is for use by either domestic (Sec. 97 BCA) or foreign
corporations (Sec. 117 BCA).
<PAGE>
4349-143
Form BCA (12 or 110) Date: 3-16-66
Filing Fee: $1.00
Clerk B. J.
759 48
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE BY
A FOREIGN OR DOMESTIC CORPORATION OF ILLINOIS
STATE OF ILLINOIS }
LAKE COUNTY } ss. PAID
MAR 16 1966
/s/ Paul Powell
Secretary of State
To PAUL POWELL,
Secretary of State,
Springfield, Illinois
The undersigned corporation, organized and existing under the laws of the
State of Illinois for the purpose of changing its registered agent and its
registered office, or both, in Illinois as provided by "The Business Corporation
Act," of Illinois represents that:
1. The name of the corporation is North Shore Gas Company
2. The address, including street and number, if any, of its present
registered office (before change) is 209 Madison Street, Waukegan, Illinois
3. Its registered office (including street and number if any change in
the registered office is to be made) is hereby changed to 3001 Grand Avenue
Street, in the City of Waukegan (60086) County of Lake
4. The name of its present registered agent (before change) is Edwin M.
Taber
5. The name of the new registered agent is Edwin M. Taber (Same)
6. The address of its registered office and the address of the business
office of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly authorized by the board
of directors.
(OVER)
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its President, attested by its
Secretary, this 17th day of February, A.D. 1966.
North Shore Gas Company
-----------------------
(Exact Corporate Title)
PLACE
(CORPORATE SEAL) By /s/ E. M. Taber
HERE -------------------
President
ATTEST:
/s/ J. M. Wells
- -----------------
Secretary
STATE OF ILLINOIS}
COUNTY OF Lake } ss.
I, Eileen Ponsonby, a Notary Public, do hereby certify that on the
17th day of February, A.D. 1966, personally appeared before me E. M. Taber who
declares he is President of the corporation, executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
PLACE /s/ Eileen Ponsonby
(NOTARIAL SEAL) -------------------
HERE Notary Public
FORM BCA (12 or 110)
Box 4349 File 143
CHANGE OF REGISTERED
OFFICE OF
North Shore Gas Company
Filing Fee $1.00
NOTICE
This certificate must be filed in duplicate. The corporation cannot
act as its own registered agent.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the address of the
registered agent must be the same.
Any subsequent change in the registered office or agent must be reported
immediately to the Secretary of State on blanks furnished for that purpose.
FILED MAR 16 1966
/s/ Paul J. Powell
- -------------------
Secretary of State
<PAGE>
Date 9-17-73
Form BCA (12 or 110) Filing Fee $1--
Clerk. A. K.
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE BY
A FOREIGN OR DOMESTIC CORPORATION OF ILLINOIS
STATE OF Illinois)
Cook COUNTY ) ss.
To: Michael Howlett
Secretary of State,
Springfield, Illinois
The undersigned corporation, organized and existing under the laws of the State
of Illinois for the purpose of changing its registered agent and its registered
office, or both, in Illinois as provided by "The Business Corporation Act," of
Illinois represents that:
1. The name of the corporation is North Shore Gas Company
2. The address, including street and number, if any, of its present registered
office (before change) is 3001 Grand Avenue, Waukegan, Illinois 60085
3. Its registered office (including street and number if any change in the
registered office is to be made) is hereby changed to Room 213, 122 South
Michigan Avenue, in the City of Chicago (60623) County of Cook
-------
(Zip Code)
4. The name of its present registered agent (before change) PAID
is Edwin M. Taber SEP 17 1973
5. The name of the new registered agent is Charles G. Michael J. Howlett
Freund
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly authorized by the board of
directors.
(OVER)
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its Vice President, attested by its Assistant Secretary,
this 11th day of September, A. D. 1973.
NORTH SHORE GAS COMPANY
-----------------------
(Exact Corporate Title)
PLACE
(CORPORATE SEAL) By /s/ J. P. Thomas
HERE -----------------
President or Vice President
Attest:
/s/ A. M. Weiss
- ----------------
Secretary or Assistant Secretary
STATE OF ILLINOIS}
COUNTY OF COOK } ss.
I, Judith Ann Januzik, a Notary Public, do hereby certify that on
the 11th day of September, A. D. 1973, personally appeared before me J. P.
Thomas who declares he is Vice President of the corporation, executing the
foregoing document, and being first duly sworn, acknowledged that he signed
the foregoing document in the capacity therein set forth and declared that
the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
PLACE /s/ Judith Ann Januzik
(NOTARIAL SEAL) ----------------------
HERE Notary Public
My Commission Expires:
September 6, 1979
FORM BCA (12 or 110)
Box 4349 File 143-1
CHANGE OF REGISTERED AGENT
AND OFFICE OF
North Shore Gas Company Filing Fee $1.00
NOTICE
This certificate must be filed in duplicate. The corporation cannot
act as its own registered agent.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the address of the
registered agent must be the same.
Any subsequent change in the registered office or agent must be reported
immediately to the Secretary of State on blanks furnished for that purpose.
FILED SEP 17, 1973
/s/ Michael J. Howlett
Secretary of State
(12340--40M--9-69)
<PAGE>
Form BCA (12, 12a, 110, 110a) File No. D4349-143-1
Date 12-23-81
File in duplicate Filling Fee $5.00
Clerk A. G.
Please read instruction on back before attempting to execute
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE BY
A FOREIGN OR DOMESTIC CORPORATION OF ILLINOIS
To Secretary of State
Springfield, Illinois
The undersigned corporation, organized and existing under the laws of the
State of Illinois for the purpose of changing its registered agent or its
registered office, or both, in Illinois as provided by "The Business Corporation
Act", of Illinois represents that:
1. The name of the corporation is North Shore Gas Company
2. The address, including street and number, if any, of its present
registered office (before change) is 122 South Michigan Avenue, Chicago,
Illinois 60603
3. Its registered office (including street and number if any change in
the registered office is to be made) is hereby change to ----- Street, ------
(Zip Code) -------- County of ----
4. The name of its present registered agent (before change) is Charles G.
Freund
5. The name of the new registered agents is Donald G. Holm
6. The address of its registered office and the address of the business
office of its registered agent, will be identical.
7. The manner of authorization of such change(s) was:
a. [ X] By resolution duly authorized by the board of directors;
b. [ ] By action of its registered agent.
<PAGE>
SIGNATURES
(Sign below where the above change(s) were authorized by resolution of the board
of directors.) Under penalty of perjury and as an authorized officer of the
corporation, I declare that this document has been examined by me and is, to
the best of my knowledge and belief, true, correct, and complete.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said corporation, on this 18th day of December 1981.
By /s/ M. Igasaki, Jr.
-----------------------
(Vice Pres.) (Title)
seal
Attest /s/ E. P. Cassidy
-------------------
(Assist. Sec.) (Title)
(Sign below where the above change of address was authorized by action of the
registered agent.) Under penalty or perjury and as the registered agent of the
corporation, I declare that this document has been examined by me and is, to
the best of my knowledge and belief, true, correct, and complete.
IN WITNESS WHEREOF, I have hereunto subscribed my name on this
day of 19 .
By
-----------------------
Registered Agent
INSTRUCTIONS
1. The registered office may, but need not be the same as the principal
office of the corporation. However, the registered office and the office
address of the agent must be the same.
2. The registered office must be in Illinois and must be a street or road
address, not a post office box number.
3. A registered agent may change the address of the registered office of
the corporation, for which he is registered agent, to another address in this
State.
4. If the registered office is changed from one county to another, then
the corporation must file with the recorder of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of the
statement of the change of registered office. Such certified copies may be
obtained only from the Secretary of State.
5. A corporation cannot act as its own registered agent.
Form BCA (12, 12a, 110, 110a)
File No. D4349-143-1
CERTIFICATE OF CHANGE OF REGISTERED
AGENT AND/ OR OFFICE OF A FOREIGN OR
DOMESTIC CORPORATION
PAID
Secretary of State DEC 23 1981
Corporation Department RECEIVED AND FILED
Springfield, Illinois 62756
Telephone: (217) 782-3647 DEC 23 1981
Filing Fee $5.00 JIM EDGAR
Secretary of State
<PAGE>
Form BCA (12, 12a, 110, 110a) File No. D4349-143-1
Date 04-13-82
File in duplicate Filling Fee $5.00
Clerk A S
Please read instructions on back
before attempting to execute
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE BY
A FOREIGN OR DOMESTIC CORPORATION OF ILLINOIS
To
Secretary of State
Springfield, Illinois
The undersigned corporation, organized and existing under the laws of the
State of Illinois for the purpose of changing its registered agent or its
registered office, or both, in Illinois as provided by "The Business Corporation
Act", of Illinois represents that:
1. The name of the corporation is North Shore Gas Company
2. The address, including street and number, if any, of its present
registered office (before change) is Room 213, 122 South Michigan Avenue,
Chicago, Illinois 60603
3. Its registered office (including street and number if any change in
the registered office is to be made) is hereby change to Room 1609, 122 S.
Michigan Avenue, Chicago IL (60603) (Zip Code) County of Cook
4. The name of its present registered agent (before change) is Donald G.
Holm
5. The name of the new registered agents is same
6. The address of its registered office and the address of the business
office of its registered agent will be identical.
7. The manner of authorization of such change(s) was:
a. [ ] By resolution duly authorized by the board of directors;
b. [ X] By action of its registered agent.
<PAGE>
SIGNATURES
(Sign below where the above change(s) were authorized by resolution of the board
of directors.) Under penalty of perjury and as an authorized officer of the
corporation, I declare that this document has been examined by me and is, to the
best of my knowledge and belief, true, correct, and complete.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said corporation, on this ---- day of --------19--.
By
-----------------------------
(Pres. or Vice Pres.) (Title)
seal
Attest
------------------------------
(Sec. or Assist. Sec.) (Title)
(Sign below where the above change of address was authorized by action of the
registered agent.) Under penalty of perjury and as the authorized registered
agent of the corporation, I declare that this document has been examined by me
and is, to the best of my knowledge and belief, true, correct, and complete.
IN WITNESS WHEREOF, I have hereunto subscribed my name on this 29th day of March
1982.
By /s/ D. G. Holm
---------------
Registered Agent
INSTRUCTIONS
1. The registered office may, but need not be the same as the principal
office of the corporation. However, the registered office and the office
address of the agent must be the same.
2. The registered office must be in Illinois and must be a street or road
address, not a post office box number.
3. A registered agent may change the address of the registered office of
the corporation, for which he is registered agent, to another address in this
State.
4. If the registered office is changed from one county to another, then
the corporation must file with the recorder of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of the
statement of the change of registered office. Such certified copies may be
obtained only from the Secretary of State.
5. A corporation cannot act as its own registered agent.
Form BCA (12, 12a, 110, 110a)
File No. 4349-143-1
CERTIFICATE OF CHANGE OF REGISTERED
AGENT AND/ OR OFFICE OF A FOREIGN OR
DOMESTIC CORPORATION
PAID
Secretary of State APR 13 1982
Corporation Department FILED
Springfield, Illinois 62756
Telephone: (217) 782-3647 APR 13 1982
JIM EDGAR
Filing Fee $5.00 Secretary of State
<PAGE>
BCA 5.10/5.20 (Rev. Jul. 1984) JIM EDGAR File #D-4349-143-1
NFP-105.10/105.20 (Rev. 1986) Secretary of State
State of Illinois This Space For Use By
Submit in Duplicate Secretary of State
Remit payment in Check or Money STATEMENT OF CHANGE Date
Order, payable to "Secretary of OF REGISTERED AGENT
State", AND/OR Filing Fee $5
DO NOT SEND CASH! REGISTERED OFFICE Clerk PJ
Pursuant to the provisions of "The Business Corporation Act of 1983", or "The
General Not For Profit Corporation Act of 1986", the undersigned corporation
hereby submits the following statement.
1. The name of the corporation is North Shore Gas Company
2. The State or Country if incorporation is Illinois.
3. The name and address of its registered agent and its registered office as
they appear on the records of the office of the Secretary of State (Before
Change) are:
Registered Agent Donald G. Holm
------ -- ----
First Name Middle Name Last Name
Registered Office 122 South Michigan Avenue
-------------------------
FILED Number Street Suite No. (A P.O. Box alone
is not acceptable)
MAY 17 1989 Chicago, Illinois 60603 Cook
----------------- ----- ----
Secretary of State City Zip Code County
Corporation Department
4. The name and address of its registered agent and its registered office shall
be (After All Changes Herein Reported):
Registered Agent J. Bruce Hasch
-- ----- -----
First Name Middle Name Last Name
Registered Office 122 South Michigan Avenue
-------------------------
Number Street Suite No. (A.P.O. Box alone
is not acceptable)
Chicago, Illinois 60603 Cook
----------------- ----- ----
City Zip Code County
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [ X] By resolution duly adopted by the board of directors. (Note 5)
b. [ ] By action of the registered agent. (Note 6)
(If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated May 8, 1989 North Shore Gas Company
---------------------------
(Exact Name of Corporation)
attested by /s/ E. P. Cassidy by /s/ Richard E. Terry
----------------- --------------------
(Signature of Secretary or Assistant Secretary) (Signature of President or
Vice President)
E. P. Cassidy, Secretary and Treasurer R. E. Terry, President
- -------------------------------------- ----------------------
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated ----------------- , 19 ----
--------------------------------------
(Signature of Registered Agent of Record)
<PAGE>
NOTES
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address of
the registered agent must be the same.
2. The registered office must include a street or road address, a post office
box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a certified
copy of the articles of incorporation and a certified copy of the state of
change of registered office. Such certified copies may be obtained ONLY from
the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board of
directors. This statement must then be signed by the President (or vice-
president) and by the Secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.
FORM BCA-5.10/5.20
FORM NFP-105.10/105.20
File No. D-4349-143-1
STATEMENT OF CHANGE OF REGISTERED
AGENT AND/OR REGISTERED OFFICE
Filing Fee $5
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-7808
<PAGE>
Certificate Number 13551
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all whom these Presents Shall Come Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed and
verified of NORTH SHORE GAS COMPANY have been filed in the Office of the
Secretary of State on the 12th day of March A.D. 1971, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I JOHN W. LEWIS, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate of
amendment and attach thereto a copy of the Articles of Amendment to the Articles
of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to
be affixed the Great Seal of the State of Illinois,
(SEAL) Done at the City of Springfield this 12th day of
March A.D. 1971 and of the Independence of the United
States the one hundred and 95th.
/s/ John W. Lewis
-----------------
SECRETARY OF STATE.
<PAGE>
FORM BCA-55 (Do not write in this space)
Date Paid 03-12-71
License Fee $
Franchise Tax $
(File in Duplicate) Filing Fee $25.00
Clerk GP
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
North Shore Gas Company
-----------------------
(Exact Corporate Name)
To JOHN W. LEWIS
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: PAID
MAR 15 1971
North Shore Gas Company
/s/John W. Lewis
Secretary of State
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
Article Five of the Articles of Incorporation of North Shore Gas
Company is amended to read as follows:
"ARTICLE FIVE
"PARAGRAPH 1: The aggregate number of shares which the corporation is
authorized to issue is 3,000,000, divided into one (1) class. The designation
of each class, the number of shares of each class, and the par value, if any, of
the shares of each class, or a statement that the shares of any class are
without par value, are as follows:
<TABLE>
<CAPTION>
Par value per share or statement that
Series Number of shares are without par value
Class (If Any) Shares
<S> <C> <C> <C>
Common -- 3,000,000 Without par value
Not Applicable
</TABLE>
<PAGE>
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does corporation outstanding at the time of the
not apply to the amendment adoption of said amendment or amendments was
voted on.) 1,727,134; and the number of shares of each class
entitled to vote as a class on the adoption of
said amendment or amendments, and the designation
of each such class were as follows:
Class Number of Shares
(Disregard separation into ARTICLE FOURTH: The number of shares voted
if class voting does classes for said amendment or amendments was
not apply to the amendment 1,727,134; and the number of shares voted against
voted on.) said amendment or amendments was none. The number
of shares of each class entitled to vote as a
class voted for and against said amendment or
amendments, respectively, was:
Class Number of Shares Voted
For Against
(Disregard these items unless Item 1. On the date of the adoption of this the
amendment restates the ar- amendment, restating the articles of
ticles of incorporation.) incorporation, the corporation had --
shares issued, itemized as follows:
Class Series Number of Par value per share or
(If Any) Shares statement that shares
are without par value
Not Applicable
Item 2. On the date of the adoption of this
amendment restating the articles of incorporation
the corporation had a stated capital of $
and a paid-in surplus of $ or a total of
$ .
Not Applicable
<PAGE>
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where this amendment reclassification, or cancellation of issued
contains no such shares, or a reduction of the number of
provisions.) authorized shares of any class below the number
of issued shares of that class, provided for in,
or effected by, this amendment, is as follows:
Not Applicable
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where this amendment said amendment or amendments effect a change in
does not affect stated the amount of stated capital or the amount of
capital or paid-in surplus.) paid-in surplus, or both, is as follows:
Not Applicable
(Disregard this Paragraph Paragraph 2: Amounts of stated capital and of
where amendment does paid-in surplus as changed by this amendment are
not affect stated capital or as follows:
paid-in surplus.) Before
Amendment After Amendment
Stated capital----$ $
Paid-in surplus---$ $
Not Applicable
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its Vice President, and its
corporate seal to be hereto affixed, attested by its Assistant Secretary, this
10th day of March, 1971.
North Shore Gas Company
-----------------------
(Exact Corporate Name)
PLACE
(CORPORATE SEAL) By /s/ Joseph P. Thomas
HERE ---------------------
Its Vice President
ATTEST:
/s/ E. A. Tracy
- ---------------
Its Assistant Secretary
STATE OF ILLINOIS}
COUNTY OF COOK } ss.
I, Margot G. Hodel, a Notary Public, do hereby certify that on the
10th day of March 1971, Joseph P. Thomas personally appeared before me and,
being first duly sworn by me, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
My Commission Expires on Nov. 21, 1972 /s/ Margot G. Hodel
-------------------
Notary Public
PLACE
(NOTARIAL SEAL)
HERE
Form BCA-55
Box 4349 File 143-1
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
North Shore Gas Company
FILED Mar 12, 1971
s/----John W. Lewis----
Secretary of State
FILE IN DUPLICATE
Filing Fee $25.00
Filing Fee for Re-Stated Articles $100.00
(Rev. 2-Req. 134 - 08080-15M-4-69)
<PAGE>
Certificate Number 23252
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed and
verified of NORTH SHORE GAS COMPANY have been filed in the Office of the
Secretary of State on the 23rd day of April A.D. 1975, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A. D. 1933.
Now Therefore, I, MICHAEL J. HOWLETT, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause
to be affixed the Great Seal of the State of Illinois,
Done at the City of Springfield this 23rd day of
April A.D. 1975 and of the Independence of the United
States of the one hundred and 99th.
[SEAL]
/s/ MICHAEL J. HOWLETT
----------------------
SECRETARY OF STATE
<PAGE>
FORM BCA-55 4349-143-1
(Do not write in this space)
Date Paid 4-23-75
License Fee $
Franchise Tax $
(File in Duplicate) Filing Fee $25.00
Clerk GP
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NORTH SHORE GAS COMPANY
(Exact Corporate Name)
To MICHAEL J. HOWLETT
Secretary of State
Springfield, Illinois 3142 9
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: PAID
APR 24 1975
North Shore Gas Company
Michael J. Howlett
Secretary of State
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
Article Five of the Articles of Incorporation of North Shore Gas
Company is amended to read as follows:
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is
authorized to issue is 4,000,000, divided into one (1) class. The designation
of each class, the number of shares of each class, and the par value, if any, of
the shares of each class, or a statement that the shares of any class are
without par value, are as follows:
<TABLE>
<CAPTION>
Par value per share or statement
Series Number of that shares are without par value
Class (if any) Shares
<S> <C> <C> <C>
Common -- 4,000,000 Without par value
</TABLE>
<PAGE>
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does corporation outstanding at the time of the
not apply to the amendment adoption of said amendment or amendments was
voted on.) 2,652,134 common shares; and the number of shares
of each class entitled to vote as a class on the
adoption of said amendment or amendments, and the
designation of each such class were as follows:
Class Number of Shares
not applicable
(Disregard separation into ARTICLE FOURTH: The number of shares voted for
classes if class voting does said amendment or amendments was 2,652,134; and
not apply to the amendment the number of shares voted against said amendment
voted on.) or amendments was none. The number of shares of
each class entitled to vote as a class voted for
and against said amendment or amendments,
respectively, was:
Class Number of Shares Voted
For Against
not applicable
(Disregard these items unless Item 1. On the date of the adoption of this
the amendment restates the amendment, restating the articles of
articles of incorporation.) incorporation, the corporation had -- shares
issued, itemized as follows:
Class Series Number of Par value per share or
(If Any) Shares statement that shares
are without par value
not applicable
Item 2. On the date of the adoption of this
amendment restating the articles of incorporation
the corporation had a stated capital of $---- and
a paid-in surplus of $---- or a total of $----.
<PAGE>
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where this amendment reclassification, or cancellation of issued
contains no such shares, or a reduction of the number of
provisions.) authorized shares of any class below the number
of issued shares of that class, provided for in,
or effected by, this amendment, is as follows:
not applicable
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where this amendment said amendment or amendments effect a change in
does not affect stated the amount of stated capital or the amount of
capital or paid-in paid-in surplus, or both, is as follows:
surplus.)
not applicable
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and of
where amendment does paid-in surplus as changed by this amendment are
not affect stated capital or as follows:
paid-in surplus.) Before Amendment After Amendment
Stated capital -----$ $
Paid-in surplus ----$ $
not applicable
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Assistant Secretary, this 18th day
of April, 1975.
North Shore Gas Company
-----------------------
(Exact Corporate Name)
PLACE
(CORPORATE SEAL) By /s/ William C. Terpstra
HERE ------------------------
Its Vice President
ATTEST:
/s/ D. G. Holm
- -------------------
Its Asst. Secretary
STATE OF ILLINOIS}
} ss.
COUNTY OF COOK}
I, Marilyn J. Yates, a Notary Public, do hereby certify that on the
18th day of April 1975, William C. Terpstra personally appeared before me and,
being first duly sworn by me, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ Marilyn J. Yates
--------------------
Notary Public
PLACE
(NOTARIAL SEAL)
HERE
Form BCA-55
Box 4349 File 143-1
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
FILED APR 23, 1975
/s/ Michael J. Howlett
Secretary of State
FILE IN DUPLICATE
Filing Fee $25.00
Filing Fee for Re-Stated Articles $100.00
(60887--30M--8-74)
<PAGE>
Certificate 27811
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed and
verified of NORTH SHORE GAS COMPANY have been filed in the Office of the
Secretary of State on the 4th day of February A.D. 1977, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A. D. 1933.
Now Therefore, I ALAN J. DIXON, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate of
amendment and attach thereto a copy of the Articles of Amendment to the Articles
of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand
and cause to be affixed the Great Seal of the
State of Illinois, Done at the City of
(SEAL) Springfield this 4th day of February A.D.
1977 and of the Independence of the United
States the two hundred and 1st.
/s/ Alan J. Dixon
------------------
SECRETARY OF STATE
<PAGE>
(Do not write in this space)
Date Paid 2-4-77
License Fee $
Franchise Tax $
(File in Duplicate) Filing Fee $25.00
Clerk GP
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NORTH SHORE GAS COMPANY
-----------------------
(Exact Corporate Name)
To ALAN J. DIXON
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its
Articles of Incorporation and pursuant to the provisions of Section 55 of
"The Business Corporation Act" of the State of Illinois, hereby executes the
following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: PAID
FEB 4 1977
NORTH SHORE GAS COMPANY
/s/ ALAN J. DIXON
------------------
Secretary of State
ARTICLE SECOND: The following amendment or amendments were
adopted in the manner prescribed by "The Business Corporation Act" of the
State of Illinois:
RESOLVED: That ARTICLE FIVE of the Articles of Incorporation of
North Shore Gas Company (the "Company") be amended so as to read in its
entirety as follows:
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the Company is
authorized to issue is 5,250,000 divided into two classes. The designation of
each class, the number of shares of each class, and the par value, if any, of
the shares of each class, or a statement that the shares of any class are
without par value, are as follows:
<PAGE>
<TABLE>
<CAPTION>
Par value per share or
Series Number statement that shares are
Class (If any) of Shares without par value
----- -------- --------- -------------------------
<S> <C> <C> <C>
$100 Cumulative Preferred See Paragraph 2-I (a) 250,000 $100.00
Common None 5,000,000 without par value
</TABLE>
PARAGRAPH 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
I. $100 CUMULATIVE PREFERRED STOCK
(a) Issue of $100 Cumulative Preferred Stock in Series. Authority is
hereby expressly vested in the Board of Directors to divide, and to provide for
the issue from time to time of the $100 Cumulative Preferred Stock in series,
and to fix and determine as to each such series:
(1) the designation of, and the number of shares to be issuable in,
such series;
(2) the divided rate per annum for the shares of such series,
expressed either as a dollar amount per share or as a percentage of the par
value thereof, and the time of payment of such dividends;
(3) the price or prices at which, and the terms and conditions on
which, such shares may be redeemed;
(4) the amount payable upon each of such shares in the event of
voluntary dissolution, liquidation or winding up of the Company;
(5) the amount payable upon each of such shares in the event of
involuntary dissolution, liquidation or winding up of the Company;
(6) sinking fund provisions, if any, for the redemption or purchase
of such shares (the term "sinking fund", as used herein, including any analogous
fund, however designated);
(7) if such shares are to be issued with the privilege of
conversion into shares of the Common Stock, the terms and conditions on which
such shares may be so converted; and
(8) other special rights and privileges of shares of such series as
shall not be inconsistent with the provisions hereof.
In all other respects shares of the $100 Cumulative Preferred Stock of all
series shall be identical.
So long as any shares of any series of the $100 Cumulative Preferred Stock
shall be outstanding, the resolution of the Board of Directors establishing such
series shall not be amended or revoked so as adversely to affect any of the
preferences or other rights of the holders of the shares of such series, without
the affirmative vote or the written consent of the holders of at least two-
thirds of the shares of such series outstanding at the time or as of a record
date fixed by the Board of Directors, but such resolution may be so amended or
revoked with such vote or consent.
(b) Priority. The $100 Cumulative Preferred Stock shall be prior and
senior to the Common Stock as to the payment of dividends and as to the
distribution of assets upon dissolution, liquidation or winding up of the
Company.
(c) Dividends. Holders of the $100 Cumulative Preferred Stock of each
series shall be entitled to receive cash dividends, out of funds legally
available therefor, when and as declared by the Board of Directors, at such rate
per annum and payable on such dates as shall have been fixed by the Board of
Directors for the shares of such series. Dividends on the $100 Cumulative
Preferred Stock of each series shall be cumulative with respect to each share
from the date of issue thereof. Accumulations of dividends
<PAGE>
shall not bear interest. Whenever there shall be paid on the shares of any
series of the $100 Cumulative Preferred Stock the full amount of any part of the
dividends payable thereon, there shall also be paid at the same time on the
shares of each other series of $100 Cumulative Preferred Stock, if any, then
outstanding the full amount or a like proportionate part, as the case may be, of
the dividends payable thereon.
No funds shall be paid into or set aside for any sinking fund created for
any series of the $100 Cumulative Preferred Stock or for any stock of any class
ranking on a parity with or junior to the $100 Cumulative Preferred Stock with
respect to the payment of dividends or the distribution of assets, unless all
dividends on the $100 Cumulative Preferred Stock for all past dividend periods,
and for the current dividend period, shall have been paid in full or shall have
been declared and funds sufficient for such payment set aside by the Company,
separate and apart from its other funds.
No dividend shall be paid or other distribution made on any stock of any
class ranking on a parity with or junior to the $100 Cumulative Preferred Stock
with respect to the payment of dividends or the distribution of assets, other
than a dividend or distribution solely of shares of such stock, and no such
stock shall be redeemed, purchased or otherwise acquired by the Company for a
consideration, unless (1) all dividends on the $100 Cumulative Preferred Stock
for all past dividend periods, and for the current dividend period, shall have
been paid in full or shall have been declared and funds sufficient for such
payment set aside by the Company, separate and apart from its other funds, and
(2) all funds then and theretofore required to be paid into or set aside for any
sinking fund or funds created for all series of the $100 Cumulative Preferred
Stock shall have been so paid or set aside.
(d) Redemption of $100 Cumulative Preferred Stock. Subject to the
limitations stated in sub-divisions (c) and (e) hereof and except as may be
otherwise provided by the Board of Directors in respect of the shares of a
particular series, shares of any one or more series of the $100 Cumulative
Preferred Stock may be called for redemption and redeemed, at the option of the
Company, in whole at any time or in part from time to time, upon the notice
hereinafter provided for, by the payment therefor in cash of the then applicable
optional redemption price or prices fixed by the Board of Directors for the
shares which are to be redeemed.
If at any time less than all shares of any series of the $100 Cumulative
Preferred Stock shall be called for redemption, the shares so called shall be
selected by lot in such manner, or pro rata, all as may be determined by the
Board of Directors.
Notice of any proposed redemption shall be given by the Company by first
class mail, postage pre-paid, or caused by the Company to be so given, not more
than 60 nor less than 30 days prior to the redemption date, to the holders of
record of the shares to be redeemed at their respective addresses then
appearing, on the records of the Company.
At any time before the redemption date the Company may deposit in trust
the funds necessary for such redemption with a bank or trust company, to be
designated in the notice of such redemption, doing business in the City of
Chicago, State of Illinois, or in the Borough of Manhattan, The City of New
York, State of New York, and having capital, surplus and undivided profits
aggregating at least $5,000,000. In the event such deposit is made so that
the deposited funds shall be forthwith available to the holders of the shares
to be redeemed upon surrender of the certificates evidencing such shares,
then, upon the giving of the notice of such redemption, as hereinabove
provided, or upon the earlier delivery to such bank or trust company of
irrevocable authorization and direction so to give such notice, all shares
with respect to the redemption of which such deposit shall have been made and
the giving of such notice effected or authorization therefor given shall,
whether or not the certificates for such shares shall have been surrendered
for cancellation, be deemed to be no longer outstanding for any purpose and
all rights with respect to such shares shall thereupon cease and terminate,
except only the right of the holders of the certificates for such shares (1)
to receive, out of the funds so deposited in trust, from and after the time
of such deposit, the amount payable upon the redemption thereof, without
interest, or (2) to exercise any privilege of conversion which shall not
theretofore have terminated.
<PAGE>
Any funds so deposited which shall not be required for the payment of the
redemption price of such shares by reason of the exercise of any right of
conversion subsequent to the date of such deposit shall be paid over to the
Company forthwith. At the expiration of six years after the redemption date,
any such funds then remaining on deposit with such bank or trust company shall
be paid over to the Company, free of trust, and thereafter the holders of the
certificates for such shares shall have no claims against such bank or trust
company, but only claims as unsecured creditors against the Company for amounts
equal to their pro rata portions of the funds so paid over, without interest.
Any interest on or other accretions to funds deposited with such bank or trust
company shall belong to the Company.
The provisions of this subdivision (d) with respect to the method and
effect of redemption shall be applicable to the redemption of shares pursuant to
any sinking fund created for any series of the $100 Cumulative Preferred Stock
as well as to the optional redemption of shares, except to the extent, if any,
that the terms of such sinking fund, as fixed and determined by the Board of
Directors, shall expressly otherwise provide.
(e) Limitations on Redemption and Purchase of $100 Cumulative Preferred
Stock. If and so long as the Company shall be in default in the payment of any
dividend on shares of any series of the $100 Cumulative Preferred Stock, or
shall be in default in the payment of funds into or the setting aside of funds
for any sinking fund created for any series of the $100 Cumulative Preferred
Stock, the Company shall not (other than by the use of unapplied funds, if any,
paid into or set aside for a sinking fund or funds prior to such default)
redeem, purchase or otherwise acquire for a consideration any shares of the $100
Cumulative Preferred Stock unless (i) all shares thereof are redeemed or (ii)
such purchase or acquisition is made pursuant to an offer to purchase at the
respective redemption prices made on a comparable basis to the holders of all
shares of the $100 Cumulative Preferred Stock then outstanding.
(f) Status of $100 Cumulative Preferred Stock Redeemed, Purchased or
Otherwise Reacquired. All shares of the $100 Cumulative Preferred Stock of any
series which shall have been redeemed, purchased or otherwise reacquired by the
Company shall be cancelled and shall not be issued as shares of such series.
(g) Liquidation Preference. In the event of dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary, holders of the $100
Cumulative Preferred Stock of each series shall be entitled to receive out of
the assets of the Company, before any payment or distribution shall be made to
the holders of Common Stock or of any other stock of the Company ranking junior
to the $100 Cumulative Preferred Stock with respect to the payment of dividends
or the distribution of assets, such amount per share as shall have been fixed by
the Board of Directors as the dissolution, liquidation or winding up price, as
the case may be, for the shares of such series. If upon any such dissolution,
liquidation or winding up, the assets of the Company available for payment to
stockholders are not sufficient to make payment in full to holders of the $100
Cumulative Preferred Stock, payment shall be made to such holders ratably in
accordance with the numbers of shares held by them respectively, and in case
there shall then be outstanding more than one series of the $100 Cumulative
Preferred Stock, ratably in accordance with the respective distributive amounts
to which such holders shall be entitled.
Neither a consolidation or merger of the Company with or into any other
corporation, nor a merger of any other corporation into the Company, nor the
redemption or purchase by the Company of all or a part of the outstanding shares
of any class or classes of its stock, nor a sale or transfer of the property and
business of the Company, as or substantially as an entirety, shall be considered
a dissolution, liquidation or winding up of the Company within the meaning of
the foregoing provisions.
(h) Restriction on Certain Corporate Action. (1) So long as any shares
of the $100 Cumulative Preferred Stock shall be outstanding,
(A) the Company shall not, without the affirmative vote or the
written consent of the holders of at least two-thirds of the shares of the
$100 Cumulative Preferred Stock outstanding at the time or as of a record
date fixed by the Board of Directors, create or authorize any stock of any
class ranking prior to or on a
<PAGE>
parity with the $100 Cumulative Preferred Stock with respect to the payment of
dividends or the distribution of assets; and
(B) the Company shall not amend the Articles of Incorporation of
the Company so as adversely to affect any of the preferences or other rights
of the holders of the $100 Cumulative Preferred Stock without (i) the
affirmative vote or the written consent of the holders of at least two-thirds
of the shares of the $100 Cumulative Preferred Stock outstanding at the time
or as of a record date fixed by the Board of Directors and (ii) the
affirmative vote or the written consent of the holders of at least two-thirds
of the shares of each series of the $100 Cumulative Preferred Stock so
adversely affected outstanding at the time or as of a record date fixed by
the Board of Directors.
(2) So long as any shares of the $100 Cumulative Preferred Stock shall
be outstanding, the Company shall not, without the affirmative vote or the
written consent of the holders of a majority of the shares of the $100
Cumulative Preferred Stock outstanding at the time or as of a record date
fixed by the Board of Directors, consolidate with or merge into any other
corporation, under applicable statutory procedure, or make any sale or
transfer of the property and business of the Company as or substantially as
an entirety; provided, however, that this restriction shall not apply to a
consolidation of the Company with or its merger into or the sale or transfer
of the property and business of the Company as or substantially as an
entirety to (i) any corporation which as of February 15, 1977 owned directly,
or indirectly through one or more other corporations, 50% or more of the
voting securities of the Company, (ii) any corporation, 50% or more of the
voting securities of which were so owned by the Company as of February 15,
1977, or (iii) any corporation, when such consolidation, merger, sale or
transfer shall be required by order or regulation of any commission or other
governmental agency having jurisdiction in the premises. The term "sale or
transfer", as used in this subpart (h), includes a lease or exchange but does
not include a mortgage or pledge.
(i) Preemptive Rights. Holders of the $100 Cumulative Preferred Stock
shall not have any preemptive rights.
II. COMMON STOCK
(a) Dividends. Subject to the preferential rights of the holders of the
$100 Cumulative Preferred Stock with respect to the payment of dividends and
sinking fund payments, as set forth in subdivision (c) of Division I, holders of
the Common Stock shall be entitled to receive dividends, out of funds legally
available therefor, when and as declared by the Board of Directors.
(b) Liquidation Preferences. In the event of dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary, holders of the
Common Stock shall be entitled to receive, ratably in accordance with the
numbers of shares held by them respectively, the assets of the Company,
available for payment to shareholders, remaining after payment in full shall
have been made to holders of the $100 Cumulative Preferred Stock in accordance
with the provisions of subdivision (g) of Division I.
Neither a consolidation or merger of the Company with or into any other
corporation, nor a merger of any other corporation into the Company, nor the
redemption or purchase by the Company of all or a part of the outstanding shares
of any class or classes of its stock, nor a sale or transfer of the property and
business of the Company, as or substantially as an entirety, shall be considered
a dissolution, liquidation or winding up of the Company within the meaning of
the foregoing provisions.
(c) Preemptive Rights. Holders of the Common Stock shall not have any
preemptive rights.
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does corporation outstanding, at the time of the not
apply to the amendment adoption of said amendment or amendments was
voted on.) 3,150,887 common shares; and the number of shares
of each class entitled to vote as a class on the
adoption of said amendment or amendments, and the
designation of each such class were as follows:
<PAGE>
Class Number of Shares
Inapplicable
(Disregard separation into ARTICLE FOURTH: The number of shares voted for
classes if class voting does said amendment or amendments was 3,150,887; and
not apply to the amendment the number of shares voted against said amendment
voted on.) or amendments was 00. The number of shares of
each class entitled to vote as a class voted for
and against said amendment or amendments,
respectively, was:
Class Number of Shares Voted
For Against
Inapplicable
(Disregard these items unless Item 1. On the date of the adoption of this
the amendment restates the amendment, restating the articles of
articles of incorporation.) incorporation, the corporation had shares
issued, itemized as follows:
Class Series Number of Par value per share or
(If Any) Shares statement that shares
are without par value
Inapplicable
Item 2. On the date of the adoption of this
amendment restating the articles of incorporation
the corporation had a stated capital of $ and a
paid-in surplus of $ or a total of $ .
Inapplicable
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where this amendment reclassification, or cancellation of issued
contains no such shares, or a reduction of the number of
provisions.) authorized shares of any class below the number
of issued shares of that class, provided for in,
or effected by, this amendment, is as follows:
Inapplicable
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendment said amendment or amendments effect a change in
does not affect stated the amount of stated capital or the amount of
capital or paid-in surplus.) paid-in surplus, or both, is as follows:
Inapplicable
(Disregard this paragraph Paragraph 2: The amounts of stated capital and of
where amendment does paid-in surplus as changed by this amendment are
not affect stated capital or as follows:
paid-in surplus.) Before
Amendment After Amendment
Stated capital . . .$ $
Paid-in surplus . .$ $
Inapplicable
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its President, and its
corporate seal to be hereto affixed, attested by its Assistant
Secretary, this 3rd day of February, 1977.
North Shore Gas Company
-----------------------
(Exact Corporate Name)
Place
(CORPORATE SEAL) By /s/ George L. Morrow
Here ---------------------
Its President
ATTEST:
/s/ D. G. Holm
- -------------------
Its Assistant Secretary
STATE OF ILLINOIS}
} ss.
COUNTY OF COOK }
I, Rita Thomas, a Notary Public, do hereby certify that on the
3rd day of February, 1977, George L. Morrow personally appeared before me
and, being first duly sworn by me, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day
and year before written.
/s/ Rita Thomas
Notary Public
Place My Commission Expires
(NOTARIAL SEAL) June 30, 1980
HERE
Box 4349 File 143-1
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
NORTH SHORE GAS COMPANY
FILED Feb 4, 1977
s/----Alan J. Dixon----
Secretary of State
FILE IN DUPLICATE
Filing Fee $25.00
Filing Fee for Re-Stated Articles $100.00
<PAGE>
FORM L.
STATEMENT OF RESOLUTION ----------4349-143-1----------
ESTABLISHING SERIES (Do not write in this space)
ADOPTED BY BOARD OF DIRECTORS Date Paid 2-14-77
Filing Fee $5.00
To ALAN J. DIXON, Clerk
Secretary of State,
Springfield, Illinois 62706 -------------565 38-----------
The undersigned corporation, for the purpose of establishing and
designating a series of $100 Cumulative Preferred Stock and fixing and
determining the relative rights and preferences of the shares of such series,
and pursuant to the provisions of Section 15 of "The Business Corporation Act"
of the State of Illinois, hereby executes the following statement:
1. The name of the corporation is North Shore Gas Company (the
"Company").
2. The following resolution was adopted by the Board of Directors,
establishing and designating a series of $100 Cumulative Preferred Stock and
fixing and determining the relative rights and preferences of the shares of such
series:
RESOLVED, that pursuant to the authority expressly vested in the
Board of Directors by the Company's Articles of Incorporation, there be and
there hereby is established a series of the $100 Cumulative Preferred Stock
of the Company, the designation of such series, the number of shares to be
issuable thereunder, and certain of the terms and provisions thereof to be as
follows:
I. Designation of Series and Number of Shares to be Issuable. Such
series of the $100 Cumulative Preferred Stock shall be designated $100
Cumulative Preferred Stock 7 7/8% Series, of which series 60,000 shares shall be
issuable.
II. Dividends. Dividends shall be payable on the shares of the $100
Cumulative Preferred Stock 7 7/8% Series at the rate of 7.875% per annum on the
par value thereof, and no more, payable on the fifteenth day February and August
in each year, and shall accrue from the issue date, the first payment to be made
on August 15, 1977. Dividends payable on August 15, 1977 and dividends payable
on the date of any redemption or purchase of the $100 Cumulative Preferred Stock
7 7/8% Series not occurring on a regular dividend payment date shall be
calculated on the basis of the actual number of days elapsed (including the date
of redemption or purchase) over a 360-day year.
PAID
FEB 14 1977
ALAN J. DIXON
Secretary of State
<PAGE>
III. Redemption. The shares of the $100 Cumulative Preferred
Stock 7 7/8% Series may not be redeemed except to the extent permitted herein
and upon the notice and in the manner provided in subdivision (d) of Division
I of Paragraph 2 of Article Five of the Articles of Incorporation of the
Company. All redemptions of shares of the $100 Cumulative Preferred Stock 7
7/8% Series shall be pro rata, as nearly as may be, among the holders of such
shares according to the number of shares held by each.
IV. Liquidation Prices. The amount payable on each share of the
$100 Cumulative Preferred Stock 7 7/8% Series in the event of voluntary
dissolution, liquidation or winding up of the Company shall be at the
following applicable redemption prices per share during the respective
12-month periods beginning on February 15 of the years indicated:
1977 $107.88 1982 $103.50
1978 107.00 1983 102.63
1979 106.13 1984 101.75
1980 105.25 1985 100.88
1981 104.38
and at $100 per share on and after February 15, 1986, plus in each case an
amount equivalent to preferential dividends accrued and unpaid thereon to the
date fixed for payment.
The amount payable on each share of such series in the event of
involuntary dissolution, liquidation or winding up of the Company shall be $100
per share plus an amount equivalent to preferential dividends accrued and unpaid
thereon to the date fixed for payment, and no more.
V. Optional and Sinking Fund Redemption Prices. The shares of $100
Cumulative Preferred Stock 7 7/8% Series shall not be redeemable at the option
of the Company prior to February 15, 1982. The shares of $100 Cumulative
Preferred Stock 7-7/8% Series shall be redeemable at the option of the Company
at any time, and from time to time, on and after February 15, 1982 at the
following applicable prices per share during the respective 12-month periods
beginning February 15 of the years indicated:
1982 $103.94 1984 $101.97
1983 102.95 1985 100.98
and at $100 per share on and after February 15, 1986 plus, in each case, an
amount equivalent to preferential dividends accrued and unpaid thereof to the
date of redemption. The shares of $100 Cumulative Preferred Stock 7 7/8%
Series, shall be redeemable at any time on or after February 15, 1982 for
purposes of the sinking fund hereinafter provided at the price of $100 per share
plus an amount equivalent to preferential dividends accrued and unpaid thereof
to the date of redemption.
VI. Sinking Fund. The Company shall, on or before February 15 of
each year beginning with the year 1982, so long as any shares of the $100
Cumulative Preferred 7 7/8% Series shall be outstanding, set aside as a
sinking fund for such stock, separate and apart from its own funds, out of
legally available funds, an amount sufficient to redeem on such February 15,
at the sinking fund redemption price, 10,000 shares of $100 Cumulative
Preferred Stock 7 7/8% Series, or the number of shares of such series
outstanding, whichever shall be less. The obligation hereunder shall be
cumulative so that if the Company is for any reason unable to redeem on such
February 15 at the sinking fund redemption price 10,000 shares of the $100
Cumulative Preferred Stock 7 7/8% Series, such deficiency shall be made good
as soon as
<PAGE>
practicable. No shares of $100 Cumulative Preferred Stock Series 7 7/8 redeemed
at the option of the Company pursuant to Section V above, or otherwise purchased
or acquired by the Company, may be credited to, or relieve the Company to any
extent from, the sinking fund obligation of the Company set forth in this Part
VI.
VII. Certain Voting Provisions. Except with the approval of the
holders of more than two-thirds of the $100 Cumulative Preferred Stock 7 7/8%
Series, voting as a class, the Company shall not at any time:
(a) issue any shares of stock ranking prior to the $100 Cumulative
Preferred Stock 7 7/8% Series or any securities convertible into shares of stock
ranking prior to the $100 Cumulative Preferred Stock 7-7/8% Series;
(b) issue any other shares of any series of the $100 Cumulative
Preferred Stock, any other stock ranking on a parity with the $100 Cumulative
Preferred Stock 7 7/8% Series or any securities convertible into shares of stock
ranking on a parity with the $100 Cumulative Preferred Stock 7 7/8% Series,
unless:
(i) net earnings of the Company after income taxes plus interest
charges on long term indebtedness for the preceding fiscal year are equal to or
exceed 150% of the sum of (x) the annual interest charges on all indebtedness of
the Company maturing more than 12 months after the proposed date of issuance of
such stock, and (y) the annual dividend requirements on all shares of the $100
Cumulative Preferred Stock 7 7/8% Series and all other stock ranking prior to or
on a parity therewith to be outstanding immediately after such issuance, in each
case after giving effect to the receipt and use of proceeds of the shares to be
issued; and
(ii) the aggregate of capital funds of the Company applicable to
Common Stock, all determined in accordance with generally accepted accounting
principles as of the end of the preceding fiscal year or any subsequent balance
sheet date, is at least equal to 200% of the aggregate par value of all shares
of the $100 Cumulative Preferred Stock 7 7/8% Series and all other stock ranking
prior to or on a parity therewith to be outstanding immediately after such
issuance, after giving effect to the receipt and use of proceeds of the shares
to be issued;
(c) directly or indirectly, make any Restricted Payment (x) unless
there are no arrearages in dividends on shares of $100 Cumulative Preferred
Stock 7 7/8% Series, (y) any funds required by Part VI hereof to be set apart or
paid have been so set apart or paid and (z) unless, immediately after giving
effect to such proposed action, the aggregate amount of all Restricted Payments
and all dividends paid on the $100 Cumulative Preferred Stock 7 7/8% Series and
all stock ranking senior to or on a parity with the $100 Cumulative Preferred
Stock 7 7/8% Series, subsequent to February 15, 1977 will not exceed $500,000
plus (or minus in the case of a deficit) net income accrued subsequent to
September 30, 1976.
For purposes of this Part VII:
(i) "Restricted Payment" shall mean any of the following:
(A) any direct or indirect declaration, ordering, setting
aside of funds for, payment or making of any dividend or other distribution
on or with respect to any stock of the Company ranking junior to the $100
Cumulative Preferred Stock 7 7/8% Series now or hereafter outstanding, other
than a dividend payable solely in stock of the Company ranking junior to the
$100 Cumulative Preferred Stock 7 7/8% Series;
<PAGE>
(B) any direct or indirect purchase, redemption,
retirement or other acquisition of any stock of the Company ranking junior to
the $100 Cumulative Preferred Stock 7 7/8% Series now or hereafter
outstanding other than one effected solely from (or reimbursed from) the net
cash proceeds of a substantially concurrent sale of stock of the Company
ranking junior to the $100 Cumulative Preferred Stock 7 7/8% Series to a
person other than a majority-owned subsidiary; and
(C) any investment in or loan or other transfer of cash to
an Affiliate (as such term is defined in the regulations of the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934);
provided, however, that management fees, service fees, sums due for materials
and equipment and tax payments reasonably due such an Affiliate in connection
with services rendered, materials and equipment purchased in the ordinary
course of business, sums due such Affiliate directly for gas source
development programs and tax liabilities incurred shall be excluded from the
amounts otherwise contemplated by this subdivision (C); and provided further
that, so long as there are no arrearages in dividends on shares of $100
Cumulative Preferred Stock 7 7/8% Series and all funds required by Part VI
hereof to be set apart or paid have been so set apart or paid, repayment by
the Company of loans made to it by an Affiliate in the ordinary course of
business shall also be excluded from the amounts otherwise contemplated by
this subdivision (C).
(ii) "Stock ranking junior to, on a parity with, or senior to the
$100 Cumulative Preferred Stock 7 7/8% Series" shall mean stock ranking junior
to, on a parity with, or senior to the $100 Cumulative Preferred Stock 7 7/8%
Series, respectively, with respect to the payment of dividends or the
distribution of assets; or
(d) redeem, purchase or otherwise acquire for a consideration any
shares of the Company's $100 Cumulative Preferred Stock if at the time of such
redemption, purchase or other acquisition there exists a continuing failure of
the Company to make the payments or deposits required by Part VI hereof, plus
accrued dividends, for any reason; provided, however, that notwithstanding this
subparagraph (d), the Company may (i) purchase, redeem, or otherwise acquire
$100 Cumulative Preferred Stock from unapplied funds, if any, paid into or set
aside for a redemption or sinking fund prior to such failure, and (ii) purchase,
redeem or otherwise acquire $100 Cumulative Preferred Stock pursuant to an offer
to purchase at the respective redemption prices made on a comparable basis to
the holders of all shares of $100 Cumulative Preferred Stock then outstanding.
3. The date of adoption of such resolution was February 7, 1977.
4. Such resolution was duly adopted by the Board of Directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this statement
to be executed in its name by its Vice President, attested by its Assistant
Secretary, this 10th day of February, 1977.
North Shore Gas Company
(Corporate Seal) By /s/ William C. Terpstra
------------------------
Vice President
Attest:
/s/ D. G. Holm
- -----------------
Assistant Secretary
<PAGE>
STATE OF ILLINOIS}
COUNTY OF COOK } ss.
I, RITA THOMAS, a Notary Public, do hereby certify that on the 10th
day of February, 1977, personally appeared before me William C. Terpstra , who
declares he is a Vice President of the Company executing the foregoing document
and, being first duly sworn, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
/s/ Rita Thomas
---------------
Notary Public
(NOTARIAL SEAL) My Commission Expires
June 30, 1980
FORM L.
Box 4349 File 143-1
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
ADOPTED BY
THE BOARD OF DIRECTORS
OF
NORTH SHORE GAS COMPANY
File in Duplicate
Filing Fee $5.00
NOTE:
This form is applicable only where the articles of incorporation expressly
vest authority in the board of directors to establish series and to fix and
determine the relative rights and preferences thereof. In such case series may
be established and rights and preferences fixed and determined by resolution of
the board of directors only to the extent provided in Section 15 of "The
Business Corporation Act" and only to the extent not already established, fixed
and determined by the articles of incorporation.
FILED
FEB 14 1977
/s/ Alan J. Dixon
Secretary of State
<PAGE>
FORM L.
BCA-15
STATEMENT OF RESOLUTION ------------------------------
ESTABLISHING SERIES (Do not write in this space)
ADOPTED BY BOARD OF DIRECTORS Date Paid 09-26-80
Filing Fee $25.00
To ALAN J. DIXON Clerk GP
Secretary of State,
Springfield, Illinois 62706 ------------------------------
The undersigned corporation, for the purpose of establishing series
and fixing and determining the relative rights and preferences of the shares of
such series, and pursuant to the provisions of Section 15 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
statement:
1. The name of the corporation is North Shore Gas Company (the
"Company").
2. The following resolution was adopted by the Board of Directors,
establishing and designating a series of $100 Cumulative Preferred Stock and
fixing and determining the relative rights and preferences of the shares of such
series:
RESOLVED, That pursuant to the authority expressly vested in the
Board of Directors by the Company's Articles of Incorporation, as amended,
there be and there hereby is established a series of the $100 Cumulative
Preferred Stock of the Company, the designation of such series, the number of
shares to be issuable thereunder, and certain of the terms and provisions
thereof to be as follows:
I. DESIGNATION OF SERIES AND NUMBER OF SHARES TO BE ISSUABLE. Such
series of the $100 Cumulative Preferred Stock shall be designated $100
Cumulative Preferred Stock 9.00% Series, of which series 30,000 shares shall be
issuable.
II. DIVIDENDS. Preferential dividends shall be payable on the
shares of the $100 Cumulative Preferred Stock 9.00% Series at the rate of
9.00% per annum on the par value thereof, and no more, payable on the first
day of January, April, July and October in each year, and shall accrue from
the issue date; the first payment to be made on January 1, 1981. Dividends
payable on January 1, 1981 and dividends payable on the date of any
redemption or purchase of the $100 Cumulative Preferred Stock 9.00% Series
not occurring on a regular dividend payment date shall be calculated on the
basis of the actual number of days elapsed (including, in the case of a
redemption or purchase, the date of such redemption or purchase) over a
360-day year.
III. RETIREMENT. The shares of the $100 Cumulative Preferred Stock
9.00% Series shall be retired by the Company on October 1, 1990 at $100 per
share plus an amount equivalent to preferential dividends at the rate aforesaid
accrued and unpaid thereon to the date fixed for payment, and may not be
redeemed at the option of the Company or otherwise purchased or acquired by the
Company prior to October 1, 1990.
IV. LIQUIDATION PRICES. The amount payable on each share of the
$100 Cumulative Preferred Stock 9.00% Series in the event of voluntary
dissolution, liquidation or winding up of the Company shall be at $109.00 per
share through September 30, 1981 and thereafter at the following applicable
redemption prices per share during the respective twelve month periods
beginning October 1 of the years indicated:
1981 ..........$108.00
1982 .......... 107.00
1983 .......... 106.00
1984 .......... 105.00
1985 .......... 104.00
<PAGE>
1986 .......... 103.00
1987 .......... 102.00
1988 .......... 101.00
and at $100 per share on and after October 1, 1989, plus in each case an amount
equivalent to preferential dividends at the rate aforesaid accrued and unpaid
thereon to the date fixed for payment.
The amount payable on each share of such series in the event of involuntary
dissolution, liquidation or winding up of the Company shall be $100 per share
plus an amount equivalent to preferential dividends at the rate aforesaid
accrued and unpaid thereon to the date fixed for payment, and no more.
V. CERTAIN VOTING PROVISIONS. Except with the approval of the
holders of more than two-thirds of the $100 Cumulative Preferred Stock 9.00%
Series, voting as a class, the Company shall not at any time:
(a) issue any shares of stock ranking prior to the $100
Cumulative Preferred Stock 9.00% Series or any securities convertible into
shares of stock ranking prior to the $100 Cumulative Preferred Stock 9.00%
Series;
(b) issue any other shares of any series of the $100
Cumulative Preferred Stock, any other stock ranking on a parity with the $100
Cumulative Preferred Stock 9.00% Series or any securities convertible into
shares of stock ranking on a parity with the $100 Cumulative Preferred Stock
9.00% Series, unless:
(i) net earnings of the Company after income taxes plus
interest charges on long term indebtedness for the preceding fiscal year are
equal to or exceed 150% of the sum of (x) the annual interest charges on all
indebtedness of the Company maturing more than 12 months after the proposed
date of issuance of such stock and (y) the annual dividend requirements on
all shares of the $100 Cumulative Preferred Stock 9.00% Series and all other
stock ranking prior to or on a parity therewith to be outstanding immediately
after such issuance, in each case after giving effect to the receipt and use
of proceeds of the shares to be issued; and
(ii) the aggregate of capital funds of the Company
applicable to common stock, all determined in accordance with generally
accepted accounting principles as of the end of the preceding fiscal year or
any subsequent balance sheet date, is at least equal to 200% of the aggregate
par value of all shares of the $100 Cumulative Preferred Stock 9.00% Series
and all other stock ranking prior to or on a parity therewith to be
outstanding immediately after such issuance, after giving effect to the
receipt and use of proceeds of the shares to be issued;
(c) directly or indirectly make any Restricted Payment unless
there are no arrearages in dividends on shares of the $100 Cumulative
Preferred Stock 9.00% Series and, unless immediately after giving effect to
such proposed action, the aggregate amount of all Restricted Payments and all
dividends paid on the $100 Cumulative Preferred Stock 9.00% Series and all
stock ranking senior to or on a parity with the $100 Cumulative Preferred
Stock 9.00% Series, subsequent to September 30, 1980, will not exceed
$500,000 plus (or minus in the case of a deficit) net income accrued
subsequent to September 30, 1980; or
(d) redeem, purchase or otherwise acquire for a consideration
any shares of the Company's $100 Cumulative Preferred Stock if at the time of
such redemption, purchase or other acquisition dividends on any series of
$100 Cumulative Preferred Stock are in arrears; provided, however, that
notwithstanding this subparagraph (d), the Company may (i) purchase, redeem,
or otherwise acquire $100 Cumulative Preferred Stock from unapplied funds ,
if any, paid into or set aside for a redemption or sinking fund prior to such
failure, and (ii) purchase, redeem or otherwise acquire $100 Cumulative
Preferred Stock pursuant to an offer to purchase at the respective redemption
prices made on a comparable basis to the holders of all shares of $100
Cumulative Preferred Stock then outstanding.
<PAGE>
For purposes of this Part V:
(i) "Restricted Payment" shall mean any of the following:
(A) any direct or indirect declaration, ordering,
setting aside of funds for, payment or making of any dividend or other
distribution on or with respect to any stock of the Company ranking junior to
the $100 Cumulative Preferred Stock 9.00% Series now or hereafter
outstanding, other than a dividend payable solely in stock of the Company
ranking junior to the $100 Cumulative Preferred Stock 9.00% Series;
(B) any direct or indirect purchase, redemption,
retirement or other acquisition of any stock of the Company ranking junior to
the $100 Cumulative Preferred Stock 9.00% Series now or hereafter outstanding
other than one effected solely from (or reimbursed from) the net cash
proceeds of a substantially concurrent sale of stock of the Company ranking
junior to the $100 Cumulative Preferred Stock 9.00% Series to a person other
than a majority-owned subsidiary; or
(C) any investment in or loan or other transfer of
cash to an Affiliate (as such term is defined in the regulations of the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934); provided, however, that management fees, service fees, sums due for
materials and equipment and tax payments reasonable due such an Affiliate in
connection with services rendered, materials and equipment purchased in the
ordinary course of business, sums due such Affiliate directly for gas source
development programs and tax liabilities incurred shall be excluded from the
amounts otherwise contemplated by this subdivision (C); and provided further,
that so long as there are no arrearages in dividends on shares of $100
Cumulative Preferred Stock 9.00% Series, repayment by the Company of loans
made to it by an Affiliate in the ordinary course of business shall also be
excluded from the amounts otherwise contemplated by this subdivision (C).
(ii) "Stock ranking junior to, on a parity with, or senior
to the $100 Cumulative Preferred Stock 9.00% Series" shall mean stock ranking
junior to, on a parity with, or senior to the $100 Cumulative Preferred Stock
9.00% Series, respectively, with respect to the payment of dividends or the
distribution of assets.
3. The date of adoption of such resolution was August 20, 1980.
4. Such resolution was duly adopted by the board of directors.
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report
to be executed in its name by its Vice President, attested by its Assistant
Secretary, this 26th day of September, A.D. 1980.
North Shore Gas Company
By /s/ Masao Igasaki Jr.
----------------------
(Vice-President.)
(Corporate Seal.)
Attest:
/s/ D. G. Holm
- ----------------
(Assistant Secretary.)
STATE OF ILLINOIS )
COUNTY OF COOK ) ss.
I, Rita Thomas, a Notary Public, do hereby certify that on the 26th
day of September A.D., 1980, personally appeared before me Masao Igasaki, Jr., a
Vice President of the corporation, executing the foregoing document and being
first duly sworn, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
(Notarial Seal) /s/ Rita Thomas
---------------
Notary Public
My Commission Expires
June 30, 1984
Form BCA-15
BOX __________ FILE ___________
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
ADOPTED BY BOARD OF DIRECTORS
NORTH SHORE GAS COMPANY
FILED
SEP 26 1980
SECRETARY OF STATE
File in Duplicate
Filing Fee $5.00
NOTE:
This form is applicable only where the articles of incorporation
expressly vest authority in the board of directors to establish series and to
fix and determine the relative rights and preferences thereof. In such case
series may be established and rights and preferences fixed and determined by
resolution of the board of directors only to the extent provided in Section 15
of "The Business Corporation Act" and only to the extent not already
established, fixed and determined by the articles of incorporation.
<PAGE>
To JIM EDGAR 4349-143-1
Secretary of State Date Paid 4-21-82
Springfield, Illinois Filing Fee $5.00
Clerk CCH
STATEMENT OF REDEMPTION AND CANCELLATION
OF SHARES
The undersigned corporation hereby reports the cancellation of
redeemable shares, pursuant to Section 58 of "The Business
Corporation Act" of the State of Illinois.
1. The name of the corporation is: North Shore Gas Company
2. The aggregate number of shares which the corporation had
authority to issue is 5,250,000, itemized as follows:
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(If any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 5,000,000 Without Par Value
$100 Cumulative Refund 250,000 $100.00
</TABLE>
3. The number of shares cancelled is 10,000, itemized as follows:
Class Series No. of Shares
$100 Cumulative Preferred 7 7/8 10,000
4. The number of shares which the corporation has authority to issue after
giving effect to the cancellation is 5,240,000, itemized as follows:
Class Series No. of Shares
Common Stock 5,000,000
$100 Cumulative Preferred 240,000
5. The aggregate number of issued shares before giving effect to
such cancellation was:
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(If any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 7 7/8% 60,000 $100
$100 Cumulative Preferred 9% 30,000 $100
</TABLE>
<PAGE>
6. The aggregate number of issued shares, after giving effect to
the cancellation is 3,705,887,
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(if any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 7 7/8% 50,000 $100
$100 Cumulative Preferred 9% 30,000 $100
</TABLE>
7. The amount of stated capital and the amount of paid-in surplus of the
corporation is:
<TABLE>
<CAPTION>
Before Cancellation: After Cancellation:
<S> <C> <S> <C>
Stated Capital ...... $33,756,721 State Capital....... $32,756,721
Paid-in Surplus .......$ None Paid-in Surplus ...... $ None
----------- -----------
Total...... $33,756,721 Total........ $32,756,721
</TABLE>
Note: If the shares being cancelled were purchased, please state
the purchase price of each share here: $100.00 per share
IN WITNESS WHEREOF, the undersigned corporation has caused this
report to be executed in its name by its Vice President attested
by its Assistant Secretary, this 19th day of April 1982.
North Shore Gas Company
-----------------------
(EXACT CORPORATE TITLE)
Place (Corporate Seal) here By /s/ D. G. Holm
-----------------
Its Vice President *
Attest:
/s/ E. P. Cassidy
- ------------------
Assistant Secretary
* As an authorized officer, I declare that this instrument has
been examined by me and is, to the best of my knowledge and
belief, true, correct and complete.
<PAGE>
File#4349-143-1
STATEMENT OF REDEMPTION
AND CANCELLATION OF SHARES
UNDER SECTION 58 BCA
FILED APR 21 1982
JIM EDGAR PAID
Secretary of State APR 22 1982
FILING FEE $5.00
NOTE: This form is applicable only where the articles of
incorporation provide that shares redeemed or purchased shall be
cancelled and shall not be re-issued. Upon such redemption and
cancellation of shares, the stated capital of the corporation is
deemed to be reduced by that part of the stated capital which was
represented by the shares so cancelled. The filing of this
statement operates as an amendment to the articles of
incorporation and reduces the number of shares of the class so
redeemed which the corporation is authorized to issue by the
number of shares so redeemed and cancelled.
Under some paragraph of this form, a statement giving the
redemption or purchase price of the shares being cancelled,
should be inserted.
SECRETARY OF STATE
CORPORATION DEPARTMENT
SPRINGFIELD, ILLINOIS 62756
TELEPHONE (217) 782-7880
<PAGE>
To: JIM EDGAR 58 BCA
Secretary of State 4349-143-1
Springfield, Illinois Date Paid 2-23-83
Filing Fee $5.00
Clerk C. C. H.
STATEMENT OF REDEMPTION AND CANCELLATION
OF SHARES
The undersigned corporation hereby reports the cancellation of
redeemable shares, pursuant to Section 58 of "The Business
Corporation Act" of the State of Illinois.
1. The name of the corporation is: North Shore Gas Company
2. The aggregate number of shares which the corporation had
authority to issue is 5,240,000, itemized as follows:
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(If any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 5,000,000 Without Par Value
$100 Cumulative Refund 240,000 $100.00
</TABLE>
3. The number of shares cancelled is 10,000, itemized as follows:
Class Series No. of Shares
$100 Cumulative Preferred 7 7/8 Feb. 15, 1983 10,000
4. The number of shares which the corporation has authority to
issue after giving effect to the cancellation is 5,230,000,
itemized as follows:
Class Series No. of Shares
Common Stock 5,000,000
$100 Cumulative Preferred 230,000
5. The aggregate number of issued shares before giving effect to
such cancellation was:
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(If any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 7 7/8% 50,000 $100
$100 Cumulative Preferred 9% 30,000 $100
---------
3,705,887
</TABLE>
<PAGE>
6. The aggregate number of issued shares, after giving effect to
the cancellation is 3,695,887,
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(If any ) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 7 7/8% 40,000 $100
$100 Cumulative Preferred 9% 30,000 $100
---------
3,695,887
</TABLE>
7. The amount of stated capital and the amount of paid-in surplus
of the corporation is:
<TABLE>
<CAPTION>
Before Cancellation: After Cancellation:
<S> <C> <S> <C>
Stated Capital..... $32,756,721 Stated Capital...... $31,756,721
Paid-in Surplus.....$ None Paid-in Surplus......$ None
---------- ------------
Total $32,756,721 Total $31,756,721
</TABLE>
Note: If the shares being cancelled were purchased, please state
the purchase price of each share here: $100.00 per share
(See Section 60 BCA)
IN WITNESS WHEREOF, the undersigned corporation has caused this
report to be executed in its name by its Vice President attested
by its Assistant Secretary, this 17th day of February 1983.
Place (Corporate Seal) Here North Shore Gas Company
-----------------------
(EXACT CORPORATE TITLE)
By /s/ D. G. Holm
-----------------
(Vice President) *
Attest:
/s/ E. P. Cassidy
- ---------------------
(Assistant Secretary)
* As an authorized officer, I declare that this document has been
examined by me and is, to the best of my knowledge and belief,
true, correct and complete.
<PAGE>
File #4349-143-1
STATEMENT OF REDEMPTION
AND CANCELLATION OF SHARES
UNDER SECTION 58 BCA
North Shore Gas Company
Filed FEB 23 1983
JIM EDGAR
Secretary of State
FILING FEE $5.00
NOTE: This form is applicable only where the articles of
incorporation provide that shares redeemed or purchased shall be
cancelled and shall not be re-issued. Upon such redemption and
cancellation of shares, the stated capital of the corporation is
deemed to be reduced by that part of the stated capital which was
represented by the shares so cancelled. The filing of this
statement operates as an amendment to the articles of
incorporation and reduces the number of shares of the class so
redeemed which the corporation is authorized to issue by the
number of shares so redeemed and cancelled.
Under some paragraph of this form, a statement giving the
redemption or purchase price of the shares being cancelled,
should be inserted.
SECRETARY OF STATE
CORPORATION DEPARTMENT
SPRINGFIELD, ILLINOIS 62756
TELEPHONE (217) 782-6961
<PAGE>
4349-143-1
To: JIM EDGAR (Do Not Write In This Space)
Secretary of State Date Paid 2-29-84
Springfield, Illinois Filing Fee $5.00
(To Be Filed In Duplicate) Clerk C. C. H.
STATEMENT OF REDEMPTION AND CANCELLATION
OF SHARES
The undersigned corporation hereby reports the cancellation of
redeemable shares, pursuant to Section 58 of "The Business
Corporation Act" of the State of Illinois.
1. The name of the corporation is: North Shore Gas Company
2. The aggregate number of shares which the corporation had
authority to issue is 5,230,000, itemized as follows:
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(If any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 5,000,000 Without Par Value
$100 Cumulative Refund 230,000 $100.00
</TABLE>
3. The number of shares cancelled is 10,000, itemized as
follows:
Class Series No. of Shares
$100 Cumulative Preferred 7 7/8 Feb. 15, 1984 10,000
4. The number of shares which the corporation has authority to
issue after giving effect to the cancellation is 5,220,000,
itemized as follows:
Class Series No. of Shares
Common Stock 5,000,000
$100 Cumulative Preferred 220,000
5. The aggregate number of issued shares before giving effect to
such cancellation was:
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(if any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 7 7/8% 40,000 $100
$100 Cumulative Preferred 9% 30,000 $100
---------
3,695,887
</TABLE>
<PAGE>
6. The aggregate number of issued shares, after giving effect to
the cancellation is 3,685,887,
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(if any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 7 7/8% 30,000 $100
$100 Cumulative Preferred 9% 30,000 $100
---------
3,685,887
</TABLE>
7. The amount of stated capital and the amount of paid-in
surplus of the corporation is:
<TABLE>
<CAPTION>
Before Cancellation: After Cancellation:
<S> <C> <S> <C>
Stated Capital..... $31,756,721 Stated Capital..... $30,756,721
Paid-in Surplus... $ None Paid-in Surplus... $ None
-------- --------
Total.... $31,756,721 Total...... $30,756,721
</TABLE>
Note: If the shares being cancelled were purchased, please state
the purchase price of each share here: $100 per share
(See Section 60 BCA)
IN WITNESS WHEREOF, the undersigned corporation has caused this
report to be executed in its name by its Vice President attested
by its Assistant Secretary, this 21st day of February 1984.
Place (Corporate Seal) here North Shore Gas Company
-----------------------
(EXACT CORPORATE TITLE)
By /s/ D. G. Holm
------------------
Attest: Its (Vice President) *
/s/ James G. Boie
- ---------------------
By Its (Assistant Secretary)
* As an authorized officer, I declare that this document has been
examined by me and is, to the best of my knowledge and belief,
true, correct and complete.
<PAGE>
File # 4349-143-1
STATEMENT OF REDEMPTION AND CANCELLATION OF
SHARES UNDER SECTION 58 BCA
FILED FEB 29 1984
JIM EDGAR
Secretary of State
FILING FEE $5.00
NOTE: This form is applicable only where the articles of
incorporation provide that shares redeemed or purchased shall be
cancelled and shall not be re-issued. Upon such redemption and
cancellation of shares, the stated capital of the corporation is
deemed to be reduced by that part of the stated capital which was
represented by the shares so cancelled. The filing of this
statement operates as an amendment to the articles of
incorporation and reduces the number of shares of the class so
redeemed which the corporation is authorized to issue by the
number of shares so redeemed and cancelled.
Under some paragraph of this form, a statement giving the
redemption or purchase price of the shares being cancelled,
should be inserted.
SECRETARY OF STATE
CORPORATION DEPARTMENT
SPRINGFIELD, ILLINOIS 62756
TELEPHONE (217) 782-6961
<PAGE>
To: JIM EDGAR 4349-143-1
Secretary of State Date Paid 3-7-85
Springfield, Illinois Filing Fee $5.00
(To Be Filed In Duplicate) Clerk C. C. H.
STATEMENT OF REDEMPTION AND CANCELLATION
OF SHARES
The undersigned corporation hereby reports the cancellation of
redeemable shares, pursuant to Section 58 of "The Business
Corporation Act" of the State of Illinois.
1. The name of the corporation is: North Shore Gas Company
2. The aggregate number of shares which the corporation had
authority to issue is 5,220,00, itemized as follows:
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(If Any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 5,000,000 Without Par Value
$100 Cumulative Refund 220,000 $100.00
</TABLE>
3. The number of shares cancelled is 10,000, itemized as
follows:
Class Series No. of Shares
$100 Cumulative Preferred 7 7/8 Feb. 15, 1985 10,000
4. The number of shares which the corporation has authority to
issue after giving effect to the cancellation is 5,210,000,
itemized as follows:
Class Series No. of Shares
Common Stock 5,000,000
$100 Cumulative Preferred 210,000
5. The aggregate number of issued shares before giving effect to
such cancellation was:
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(if any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 7 7/8% 30,000 $100
$100 Cumulative Preferred 9% 30,000 $100
---------
3,685,887
</TABLE>
<PAGE>
6. The aggregate number of issued shares, after giving effect to
the cancellation is 3,675,887,
<TABLE>
<CAPTION>
Class Series Number of Par value per share or statement
(If any) Shares that shares are without par value
<S> <C> <C> <C>
Common Stock 3,625,887 Without Par Value
$100 Cumulative Preferred 7 7/8% 20,000 $100
$100 Cumulative Preferred 9% 30,000 $100
---------
3,675,887
</TABLE>
7. The amount of stated capital and the amount of paid-in
surplus of the corporation is:
<TABLE>
<CAPTION>
Before Cancellation: After Cancellation:
<S> <C> <S> <C>
Stated Capital.. $30,756,721 Stated Capital. $29,756,721
Paid-in Surplus. $ None Paid-in Surplus. $ None
--------- --------
Total... $30,756,721 Total.. $29,756,721
</TABLE>
Note: If the shares being cancelled were purchased, please state
the purchase price of each share here:
(See Section 60 BCA)
IN WITNESS WHEREOF, the undersigned corporation has cause this
report to be executed in its name by its Vice President attested
by its Assistant Secretary, this 28th day of February 1985.
Place (corporate seal) here North Shore Gas Company
(EXACT CORPORATE TITLE)
By /s/ D. G. Holm
-------------------
Attest: Its (Vice President) *
/s/ E. P. Cassidy
- --------------------
By Its (Assistant Secretary)
* As an authorized officer, I declare that this document has been
examined by me and is, to the best of my knowledge and belief,
true, correct and complete.
<PAGE>
File #D4349-143-1
STATEMENT OF REDEMPTION
AND CANCELLATION OF
SHARES UNDER
SECTION 9.05
FILED MAR 07 1985 PAID
JIM EDGAR MAR 08 1985
Secretary of State
FILING FEE $5.00
NOTE: This form is applicable only where the articles of
incorporation provide that shares redeemed or purchased shall be
cancelled and shall not be re-issued. Upon such redemption and
cancellation of shares, the stated capital of the corporation is
deemed to be reduced by that part of the stated capital which was
represented by the shares so cancelled. The filing of this
statement operates as an amendment to the articles of
incorporation and reduces the number of shares of the class so
redeemed which the corporation is authorized to issue by the
number of shares so redeemed and cancelled.
Under some paragraph of this form, a statement giving the
redemption or purchase price of the shares being cancelled,
should be inserted.
SECRETARY OF STATE
CORPORATION DEPARTMENT
SPRINGFIELD, ILLINOIS 62756
TELEPHONE (217) 782-6961
<PAGE>
BCA 9.05 (Rev. Jul. 1984) FILE# D4349-143-1
JIM EDGAR DATE 4-25-86
Secretary of State FILING FEE $5.00
State of Illinois CLERK C. C. H.
STATEMENT OF CANCELLATION OF
NON-REISSUABLE SHARES
Pursuant to the provisions of "The Business Corporation Act of
1983", the undersigned corporation hereby submits the following
statement.
1. The name of the corporation is North Shore Gas Company
2. It has acquired and cancelled its own shares, and the
articles of incorporation prohibit the re-issuance of such
shares.
3. The number of shares cancelled and the redemption or purchase
price are:
<TABLE>
<CAPTION>
Class Series Par value Number of Shares Redemption or
- ----- ----- --------- Cancelled Purchase Price
----------------- --------------
<S> <C> <C> <C> <C>
$100 Cumulative 7 7/8% $100 10,000 $1,000,000
Preferred
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- -------
<S> <C> <C> <C> <C> <S> <C> <C> <C>
4. The number of
authorized
shares is:
Common Stock None 5,000,000 Common Stock None 5,000,000
$100 Cumulative $100 Cumulative
Preferred $100 210,000 Preferred $100 200,000
5. The number of issued shares is:
Common Stock 3,625,887 Common Stock 3,625,887
$100 Cumulative Cumulative
Preferred 7-7/8% $100 20,000 Preferred 7 7/8% $100 10,000
$100 Cumulative Preferred 9% $100 30,000 Cumulative
------
3,675,887 Preferred 9% $100 30,000
-------
3,665,887
</TABLE>
6. The amount of paid-in capital is: $29,756,721 $28,756,721
------------ ------------
<PAGE>
The undersigned corporation has caused this statement to be
signed by its duly authorized officers, each of whom affirm,
under penalties of perjury, that the facts stated herein are
true.
Dated April 16, 1986 North Shore Gas Company
attested by /s/ James G. Boie By /s/ M. Igasaki Jr.
-------------------- -------------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie M. Igasaki
------------- ----------
(Type or Print Name and Title) (Type or Print Name and Title)
NOTES
NOTE: This form is applicable only where the articles of
incorporation provide that shares redeemed or purchased shall be
cancelled and shall not be re-issued. Upon such redemption and
cancellation of shares, the paid-in capital of the corporation is
deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this
statement operates as an amendment to the articles of
incorporation and reduces the number of shares of the class so
redeemed which the corporation is authorized to issue by the
number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D4349-143-1
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
Filed Apr 25 1986
JIM EDGAR
Secretary of State
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois
62756
Telephone 217-782-6961
<PAGE>
BCA-9.05 (Rev. Jul. 1984) FILE#D4349-143-1
DATE 4-13-87
FILING FEE $5.00
CLERK C. C. H.
JIM EDGAR
Secretary of State
State of Illinois
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Pursuant to the provisions of "The Business Corporation Act of
1983", the undersigned corporation hereby submits the following
statement.
1. The name of the corporation is North Shore Gas Company
2. It has acquired and cancelled its own shares, and the
articles of incorporation prohibit the re-issuance of such
shares.
3. The number of shares cancelled and the redemption or purchase
price are:
<TABLE>
<CAPTION>
Class Series Par Value Number of Shares Redemption or
- ----- ------ -------- Cancelled Purchase Price
---------------- ---------------
<S> <C> <C> <C> <C>
$100 Cumulative 7-7/8% $100 10,000 $1,000,000
Preferred
</TABLE>
<TABLE>
<CAPTION>
Before Cancellation After Cancellation
------------------------ -----------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ------ ------ --- ------
<S> <C> <C> <C> <C> <S> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 5,000,000 Common Stock None 5,000,000
$100 Cumulative $100 200,000 $100 Cumulative $100 190,000
Preferred Preferred
5. The number of
issued shares is:
Common Stock 3,625,887 Common Stock 3,625,887
$100 Cumulative 7-7/8% $100 10,000 Cumulative Preferred 9% $100 30,000
-------
Preferred 3,655,887
$100 Cumulative 9% $100 30,000
--------
Preferred 3,665,887
6. The amount of paid-in
capital is: $28,756,721 $27,756,721
----------- ------------
</TABLE>
<PAGE>
The undersigned corporation has caused this statement to be
signed by its duly authorized officers, each of whom affirm,
under penalties of perjury, that the facts stated herein are
true.
Dated March 27, 1987 North Shore Gas Company
attested by /s/ James G. Boie by /s/ M. Igasaki Jr.
------------------- ---------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie M. Igasaki
-------------- -----------
(Type or Print Name and Title) (Type or Print Name and Title)
NOTES
NOTE: This form is applicable only where the articles of
incorporation provide that shares redeemed or purchased shall be
cancelled and shall not be re-issued. Upon such redemption and
cancellation of shares, the paid-in capital of the corporation is
deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this
statement operates as an amendment to the articles of
incorporation and reduces the number of shares of the class so
redeemed which the corporation is authorized to issue by the
number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D4349-143-1
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
North Shore Gas Company
FILED APR 18 1987
JIM EDGAR
Secretary of State
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
<PAGE>
BCA-9.05 (Rev. Jul. 1984) FILE# D4349-143-1
DATE: 12-24-90
FILING FEE $5.00
CLERK : B
JIM EDGAR
Secretary of State
State of Illinois
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Pursuant to the provisions of "The Business Corporation Act of
1983", the undersigned corporation hereby submits the following
statement.
1. The name of the corporation is North Shore Gas Company
2. It has acquired and cancelled its own shares, and the
articles of incorporation prohibit the re-issuance of such
shares.
3. The number of shares cancelled and the redemption or purchase
price are:
<TABLE>
<CAPTION>
Class Series Par Value Number of Share Redemption or
- ----- ------ -------- Cancelled Purchase Price
--------------- ---------------
<S> <C> <C> <C> <C>
$100 Cumulative
Preferred 9.00% $100 30,000 $3,000,000
</TABLE>
<TABLE>
Before Cancellation After Cancellation
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <S> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 5,000,000 Common Stock None 5,000,000
$100 Cumulative $100 Cumulative
Preferred 100 190,000 Preferred 100 160,000
5. The number of issued shares is:
Common Stock 3,625,887 Common Stock 3,625,887
$100 Cumulative
Preferred 9% 100 30,000
-------
3,655,887
6. The amount of paid-in capital is: $27,756,721 $24,756,721
----------- -----------
</TABLE>
<PAGE>
The undersigned corporation has caused this statement to be
signed by its duly authorized officers, each of whom affirm,
under penalties of perjury, that the facts stated herein are
true.
Dated December 19, 1990 North Shore Gas Company
attested by /s/ James G. Boie by /s/ G. G. Henning
-------------------- --------------------
(Signature of Secretary or Assistant (Signature of President or Vice
Secretary) President)
James G. Boie, Asst. Secretary G. G. Henning, Vice President
------------------------------ -----------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
NOTES
NOTE: This form is applicable only where the articles of
incorporation provide that shares redeemed or purchased shall be
cancelled and shall not be re-issued. Upon such redemption and
cancellation of shares, the paid-in capital of the corporation is
deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this
statement operates as an amendment to the articles of
incorporation and reduces the number of shares of the class so
redeemed which the corporation is authorized to issue by the
number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D4349-143-1
STATEMENT OF CANCELLATION
OF NON-REISSUABLE SHARES
Filing Fee $5.00
FILED DEC 24 1990
Secretary of State
Corporation Department
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
<PAGE>
STATEMENT OF CHANGE
OF REGISTERED AGENT
AND/OR REGISTERED OFFICE
Form BCA-5.10
NFP-105.10 File #D4349 143 1
(Rev. Jan. 1991) SUBMIT IN DUPLICATE
George H. Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services Date 10-20-92
Springfield, IL 62756 Filing Fee $5
Telephone (217) 782-3647 Approved: ZB
Remit payment in check or money order, payable to "Secretary of State."
1. CORPORATE NAME: North Shore Gas Company
------------------------
2. STATE OR COUNTRY OF INCORPORATION: Illinois
---------
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the secretary of State (before change):
Registered Agent J. Bruce Hasch
-- ----- -----
First Name Middle Name Last Name
Registered Office 122 S. Michigan Avenue
----------------------
Number Street Suite No. (A P.O. Box
alone is not acceptable)
Chicago 60603 Cook
------- ----- ----
City Zip Code County
4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):
Registered Agent Emmet P. Cassidy
----- -- -------
First Name Middle Name Last Name
Registered Office 122 S. Michigan Avenue
----------------------
Number Street Suite No. (A P.O. Box
alone is not acceptable)
Chicago 60603 Cook
------- ----- ----
City Zip Code County
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a./X/ By resolution duly adopted by the board of directors. (Note 5)
b./ / By action of the registered agent. (Note 6)
NOTE: When the registered agent changes, the signatures of both president
and secretary are required.
7. (If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated September 30 1992 North Shore Gas Company
----------------- -----------------------
(Exact Name of Corporation)
attested by /s/ E. P. Cassidy by /s/ JOHN A. LAWRISUK
(Signature of Secretary or ---------------------
Assistant Secretary) (Signature of Vice President)
Emmet P. Cassidy, Secretary John A. Lawrisuk, Vice President
- --------------------------- --------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts
stated herein are true.
Dated 19, -----------------------------------------
--------------------- --- (Signature of Registered Agent of Record)
<PAGE>
NOTES
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address of
the registered agent must be the same.
2. The registered office must include a street or road address, a post office
box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a certified
copy of the articles of incorporation and a certified copy of the statement of
change of registered office. Such certified copies may be obtained ONLY from
the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board of
directors. This statement must then be signed by the president (or vice-
president) and by the secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.
<PAGE>
File # D4349-143-1
Form BCA-5.10
NFP-105.10
(Rev. Jan. 1995)
SUBMIT IN DUPLICATE
George H. Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services Date 03-08-95
Springfield, IL 62756 Filing Fee $5
Telephone (217) 782-3647 Approved: MR
Remit payment in check or
money order, payable to
"Secretary of State."
STATEMENT OF
CHANGE
OF REGISTERED AGENT
AND/OR REGISTERED
OFFICE
1. CORPORATE NAME: North Shore Gas Company
------------------------
2. STATE OR COUNTRY OF INCORPORATION: Illinois
---------
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (before change):
Registered Agent Emmet P. Cassidy
----- -- -------
First Name Middle Name Last Name
Registered Office 122 S. Michigan Avenue
----------------------
Number Street Suite No. (A P.O. Box
alone is not acceptable)
Chicago 60603 Cook
------- ----- ----
City Zip Code County
4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):
Registered Agent Emmet P. Cassidy
----- -- -------
First Name Middle Name Last Name
Registered Office 130 E. Randolph Drive
---------------------
Number Street Suite No. (A P.O. Box
alone is not acceptable)
Chicago 60601 Cook
------- ----- ----
City Zip Code County
<PAGE>
AFTER RECORDING RETURN TO:
Frankie Shaffer
Peoples Energy Corporation
130 East Randolph Dr. 24th FL
Chicago, IL 60601
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. By resolution duly adopted by the board of directors. (Note 5)
b. X By action of the registered agent. (Note 6)
NOTE: When the registered agent changes, the signature of both president and
secretary are required.
7. (If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated 19
------------- --- ---------------------------
(Exact Name of Corporation)
attested by by
------------------------------------- ---------------------------
(Signature of Secretary or Assistant Secretary) (Signature of Vice President)
------------------------------- -----------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated February 17 1995 /s/ E. P. Cassidy
---------------- -----------------------------------
(Signature of Registered Agent of Record)
NOTES
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address of
the registered agent must be the same.
2. The registered office must include a street or road address; a post office
box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a certified
copy of the articles of incorporation and a certified copy of the statement of
change of registered office. Such certified copies may be obtained ONLY from
the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board of
directors. This statement must then be signed by the president (or vice-
president) and by the secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. when the agent reports
such a change, this statement must be signed by the registered agent.
<PAGE>
File Number 4349-143-1
----------
State of Illinois
Office of
The Secretary of State
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
NORTH SHORE GAS COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, at the City of Springfield, this 24TH day of
APRIL A.D. 1995 and of the Independence of the United States the two hundred and
19TH.
SEAL OF THE STATE OF ILLINOIS
AUG. 26TH 1818 /s/ George H. Ryan
------------------
Secretary of State
<PAGE>
ARTICLES OF AMENDMENT
Form BCA-10.30 File # 4349-143-1
(Rev. Jan. 1995)
SUBMIT IN DUPLICATE
George H. Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services Date 04-24-95
Springfield, IL 62756 Filing Fee * $25
Telephone (217) 782-1832 Approved: MR
Remit payment in check or money order, payable to "Secretary of State."
* The filing fee for articles of amendment - $25.00
1. CORPORATE NAME: North Shore Gas Company (Note 1)
------------------------
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on
MARCH 22, 1995 in the manner indicated below. ("X" one box only)
By a majority of the incorporators, provided no directors were named in
the articles of incorporation and no directors have been elected;
(Note 2)
By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of adoption of
this amendment;
(Note 2)
By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being required for
the adoption of the amendment;
(Note 3)
By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum number of
votes required by statute and by the articles of incorporation were voted in
favor of the amendment;
(Note 4)
By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted to
the shareholders. A consent in writing has been signed by shareholders having
not less than the minimum number of votes required by statute and by the
articles of incorporation. Shareholders who have not consented in writing have
been given notice in accordance with Section 7.10;
(Notes 4 & 5)
/X/ By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted to
the shareholders. A consent in writing has been signed by all the shareholders
entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
(NEW NAME)
All changes other than name, include on page 2
(over)
<PAGE>
Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is required
to be set forth in its entirety. If there is not sufficient space to do so, add
one or more sheets of this size.)
(See attached pages)
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued shares of that
class, provided for or effected by this amendment, is as follows: (If not
applicable, insert "No change")
No change.
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces the
terms Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) is as follows: (If not applicable, insert "No change")
No change.
(b) The amount of paid-in capital (Paid-in capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these accounts)
as changed by this amendment is as follows: (If not applicable, insert "No
change")
No change.
Before Amendment After Amendment
Paid-in Capital $ $
--------------- --------------
(Complete either Item 6 or 7 below. All signatures
must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated April 20, 1995 North Shore Gas Company
-------------- -----------------------
(Exact Name of Corporation at
date of execution)
attested by /S/ E. P. Cassidy by /S/ Kenneth S. Balaskovits
------------------ --------------------------
(Signature of Secretary) (Signature of Vice President)
Emmet P. Cassidy, Secretary Kenneth S. Balaskovits, Vice President
--------------------------- --------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.
Dated , 19
----------------------
- ---------------------------- ----------------------------
- ---------------------------- ----------------------------
- ---------------------------- ----------------------------
- ---------------------------- ----------------------------
<PAGE>
NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
(Sec. 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
seven instances, as follows:
(a) to remove the names and addresses of directors named in the articles of
incorporation;
(b) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant to Sec. 5.10 is also filed;
(c) to increase, decrease, create or eliminate the par value of the shares
of any class, so long as no class or series of shares is adversely affected.
(d) to split the issued whole shares and unissued authorized shares by
multiplying them by a whole number, so long as no class or series is adversely
affected thereby;
(e) to change the corporate name by substituting the word "corporation",
"incorporated", "company", "limited", or the abbreviation "corp.", "inc.",
"co.", or "ltd." for a similar word or abbreviation in the name, or by adding a
geographical attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a cancellation
statement filed in accordance with Sec. 9.05,
(g) to restate the articles of incorporation as currently amended.
(Sec. 10.15)
NOTE 4: All amendments not adopted under Sec. 10.10 or Sec. 10.15 require (1)
that the board of directors adopt a resolution setting forth the proposed
amendment and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting (either
annual or special) or (2) by consent, in writing, without a meeting.
To be adopted, the amendment must receive the affirmative vote or consent of the
holders of at least 2/3 of the outstanding shares entitled to vote on the
amendment (but if class voting applies, then also at least a 2/3 vote within
each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or larger vote requirement not less than a majority of
the outstanding shares entitled to vote and not less than a majority within each
class when class voting applies. (Sec. 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be given
notice of the proposed amendment at least 5 days before the consent is signed.
If the amendment is adopted, shareholders who have not signed the consent must
be promptly notified of the passage of the amendment. (Sec. 7.10 & 10.20)
<PAGE>
The Articles of Incorporation are amended by adding the following new
Article Ten and Article Eleven thereto:
ARTICLE TEN
No director of the corporation shall be liable to the corporation or to the
shareholders of the corporation for monetary damages for breach of fiduciary
duty as a director, provided that this Article Ten shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its shareholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of the law,
(iii) under Section 8.65 of the Illinois Business Corporation Act of 1983, as
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. This Article Ten shall not eliminate or limit the liability
of a director of the corporation for any act or omission occurring before the
date on which this Article Ten becomes effective. Any repeal or modification of
this Article Ten by the shareholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification.
ARTICLE ELEVEN
Paragraph 1:
The corporation shall indemnify, to the fullest extent permitted under the laws
of the State of Illinois and any other applicable laws, as they now exist or as
they may be amended in the future, any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, an action by or in the right of the
corporation), by reason of the fact that he or she is or was a director, officer
or employee of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.
Paragraph 2:
Expenses incurred by such a director, officer or employee in defending a civil
or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding to the
fullest extent permitted under the laws of the State of Illinois and any other
applicable laws, as they now exist or as they may be amended in the future.
Paragraph 3:
The board of directors may, by resolution, extend the provisions of this Article
Eleven regarding indemnification and the advancement of expenses to any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact he or she
is or was an agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
Paragraph 4:
The rights provided by or granted under this Article Eleven are not exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled.
Paragraph 5:
The indemnification and advancement of expenses provided by or granted under
this Article Eleven shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of that person.
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 03200
ETS SERVICE AGREEMENT
THIS AGREEMENT is entered into by ANR PIPELINE COMPANY
(Transporter) and NORTH SHORE GAS COMPANY (SHIPPER)
WHEREAS, Shipper has requested Transporter to transport Gas on its behalf and
Transporter represents that it is willing to transport Gas under the terms and
conditions of this Agreement.
NOW, THEREFORE, Transporter and Shipper agree that the terms below, together
with the terms and conditions of Transporter's applicable Rate Schedule and
General Terms and Conditions of Transporter's FERC Gas Tariff constitute the
transportation service to be provided and the rights and obligations of Shipper
and Transporter.
1. AUTHORITY FOR TRANSPORTATION SERVICE:
284G - Blanket
2. RATE SCHEDULE: FIRM TRANSPORTATION SERVICE (ETS)
3. CONTRACT QUANTITIES:
Receipt Points - see Exhibit attached hereto.
Delivery Points - see Exhibit attached hereto.
Primary Routes - see Exhibit attached hereto.
Such Contract Quantities shall be reduced for scheduling purposes, but not
for billing purposes, by the Contract Quantities that Shipper has released
through Transporter's capacity release program for the period of any release.
4. TERM OF AGREEMENT:
04/01/1995 to
03/31/2000
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 03200
<PAGE>
5. RATES:
Maximum rates, charges, and fees shall be applicable for the entitlements
and quantities delivered pursuant to this Agreement unless Transporter has
advised Shipper in writing or by ANR Xpedite that it has agreed otherwise.
It is further agreed that Transporter may seek authorization from the
Commission and/or other appropriate body at any time and from time to time to
change any rates, charges or other provisions in the applicable Rate Schedule
and General Terms and Conditions of Transporter's FERC Gas Tariff, and
Transporter shall have the right to place such changes in effect in accordance
with the Natural Gas Act. This Agreement shall be deemed to include such
changes and any changes which become effective by operation of law and
Commission order. Nothing contained herein shall be construed to deny Shipper
any rights it may have under the Natural Gas Act, including the right to
participate fully in rate or other proceedings by intervention or otherwise to
contest increased rates in whole or in part.
6. INCORPORATION BY REFERENCE
The provisions of Transporter's applicable Rate Schedule and the General
Terms and Conditions of Transporter's FERC Gas Tariff are specifically
incorporated herein by reference and made a part hereof.
7. NOTICES:
All notices can be given by telephone or other electronic means, however,
such notice shall be confirmed in writing at the addresses below or through ANR
Xpedite. Shipper or Transporter may change the addresses below by written
notice to the other without the necessity of amending this agreement:
TRANSPORTER:
ANR PIPELINE COMPANY
500 Renaissance Center
Detroit, Michigan 48243
Attentions: Gas Control (Nominations)
Volume Management (Statements)
Cash Control (Payments)
Customer Services and Business Administration
(All Other Matters)
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 03200
SHIPPER:
North Shore Gas Company (Shipper Name)
122 S. Michigan Ave., Suite 915 (Address)
Chicago, IL 60603 (City, State, Zip)
Attention: Mr. Eckhard Blaumueller
Telephone: (312) 431-7057
Fax: (312) 431-4558
INVOICES AND STATEMENTS:
North Shore Gas Company (Shipper Name)
122 S. Michigan Ave., Suite 915 (Address)
Chicago, IL 60603 (City, State, Zip)
Attention: Mr. Eckhard Blaumueller
Telephone: (312) 431-7057
Fax: (312) 431-4558
NOMINATIONS:
North Shore Gas Company (Shipper Name)
122 S. Michigan Ave., Suite 915 (Address)
Chicago, IL 60603 (City, State, Zip)
Attention: Mr. Jerry Slechta
Telephone: (312) 431-4362
Fax: (312) 431-4558
Mechanical Dialing
Device No (s)
--------------------
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 03200
ALL OTHER MATTERS:
North Shore Gas Company (Shipper Name)
122 S. Michigan Ave., Suite 915 (Address)
Chicago, IL 60603 (City, State, Zip)
Attention: Mr. Eckhard Blaumueller
Telephone: (312) 431-7057
Fax: (312) 431-4558
8. FURTHER AGREEMENT
A. For transportation under ETS Agreement (No. 03200) and storage under
FSS Agreement (No. 34150), Shipper shall pay a single rate covering both
transportation and storage services not to exceed $1.25 times 6.25 BCF. This
rate is inclusive of Volumetric Buyout/Buydown, Dakota and Transition Costs. In
addition, Shipper will be charged ACA, applicable GRI, fuel and any other
related fees or surcharges.
B. For billing purposes, Transporter has discretion in determining the
portion of the rate to be assigned to transportation and/or storage as well as
the portion of the rate to be assigned to Reservation and/or Commodity.
C. From time to time dependent upon Transporter's use percents, the MDQ's
and MSQ under ETS Agreement (No. 03200) and FSS Agreement (No. 34150) will be
adjusted to allow Shipper to deliver and store sufficient fuel quantities to
effectuate a 50 day storage withdrawal quantity of 125,000 dth at the specified
delivery points at no additional charge.
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 03200
D. Shipper can use the unused portion of its Primary Route MDQ on a Secondary
basis at the following receipt points at no additional charge:
1. Joliet (NGPL)
2. Defiance (PEPL)
3. Joliet (Midwestern)
4. Shorewood (NIGAS) - (by displacement)
5. Kalkaska or Chester (Mich Con)
6. East Joliet (PGL&C) - (by displacement)
7. Elkhart (Trunkline)
8. Crystal Falls (GLGT)
E. Shipper and Transporter agree that the rates stated herein shall be
confidential and shall be maintained confidentially by Shipper and Transporter.
Shipper or Transporter may disclose such rates only if such disclosure is
required by law and Shipper or Transporter requests confidential or privileged
treatment under applicable statutes, rules and regulations, and provides
reasonable notice to the other party prior to such disclosure. Any unauthorized
disclosure by Shipper of the rates stated herein shall have the effect of
terminating from the date the discounted rate is disclosed any rate discounts
reflected herein such that, for the remaining term of this Agreement, Shipper
shall be required to pay Transporter the maximum applicable rate for service, as
well as all other charges, surcharges or direct bill applicable to such service.
F. Except as provided above, all quantities associated with Secondary Receipt
Points, Secondary Delivery Points and Secondary Routes under this Agreement will
be at Maximum Tariff Rates plus all other related fees, surcharges and fuel.
G. This Agreement may be assigned to an affiliate of Shipper subject to the
satisfaction of Transporter's credit requirements.
H. In addition, upon ninety (90) days prior notice, before each contract year
commences, Shipper may renominate the Maximum Storage Quantity and the Maximum
Withdrawal Transport volume subject to the availablity of capacity on
Transporter's Pipeline and a mutually acceptable rate, provided that the
revenues from the renominated service are equal to or greater than the revenues
that Transporter would have otherwise received if the service had not changed
from the previous contract year.
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 03200
I. Shipper agrees to waive its rights to release the capacity underlying this
Agreement.
J. Consistent with provisions of its Tariff, Transporter is willing to
contract on Shipper's behalf for capacity required on third party transporters,
or for other services to effectuate Shipper's receipt of gas on third party
facilities and delivery of gas to Transporter's facilities.
Shipper must advise Transporter prior to commencement of such third party
transportation of its desire to have Transporter act in such a capacity. Unless
and until notified otherwise, however, if Shipper submits a nomination to
Transporter for the transportation of gas from HIOS points of receipt, Shipper
understands and agrees that such nomination shall constitute Shipper's request
for Transporter to act in such capacity.
Shipper agrees to pay all charges related to such third party
transportation arrangements pursuant to Transporter's Tariff.
K. To the extent Shipper desires to utilize receipt/delivery points pursuant
to Part 284 B (Section 311 of the NGPA and Section 284.102 of the Commission's
regulations), Shipper must execute a separate agreement with Transporter and
Shipper must also certify that the transportation of gas will be on behalf of
either an "intrastate pipeline" or a "local distribution company."
L. The complete agreement between Transporter and Shipper shall consist of
this ETS Agreement (No. 03200) and the following agreements between Transporter
and Shipper: FSS Agreement (No. 34150); September 28, 1994 Letter of Intent;
and September 28, 1994 Operating Agreement.
9. OPERATIONAL FLOW ORDERS
Shipper hereby guarantees to Transporter that each contract it has entered
into in connection with the Gas to be transported under this Agreement contains
a provision that permits Transporter to issue an effective Operational Flow
Order pursuant to Section 8 of the General Terms and Conditions. Shipper shall
also guarantee for any supply contract for Gas that is transported via Viking
Gas Transmission Company, that Transporter shall be designated a third party
beneficiary.
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 03200
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective Officers or Representatives thereunto duly authorized to be
effective as of the date stated above.
NORTH SHORE
SHIPPER: GAS COMPANY TRANSPORTER: ANR PIPELINE COMPANY
By: /s/ Thomas M. Patrick By: /s/ Wilbur Hitchcock
---------------------- ----------------------
Title: Vice President Title: Sr. Vice President
-------------- ------------------
Date: October 10, 1994 Date: October 6, 1994
---------------- ---------------
03200.ets
<PAGE>
<TABLE>
<CAPTION>
PRIMARY RECEIPT POINT EXHIBIT Contract No. 03200
To Agreement Between Rate Schedule ETS
ANR Pipeline Company (Transporter) Contract Date: September 21, 1994
and North Shore Gas Company Shipper) Amendment Date:
Primary
Receipt Primary
Point Receipt Point MDQ
Number Name (Dth) Period
- ------ ---- ----- ------
<S> <C> <C> <C>
SOUTH WOODSTOCK or 36,661 SUMMER
WEST JOLIET (by displacement)
ANR STORAGE FACILITIES 125,000 WINTER
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRIMARY DELIVERY POINT EXHIBIT Contract No. 03200
To Agreement Between Rate Schedule ETS
ANR Pipeline Company (Transporter) Contract Date: September 21, 1994
and North Shore Gas Company (Shipper) Amendment Date:
Primary
Delivery Primary
Point Delivery Point MDQ
Number Name (Dth) Period
- ------ ---- ----- ------
<S> <C> <C> <C> <C>
ANR STORAGE FACILITIES 36,661 SUMMER
Group #1 125,000 WINTER
EAST JOLIET
BUSSE ROAD
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRIMARY ROUTE EXHIBIT Contract No. 03200
To Agreement Between Rate Schedule ETS
ANR Pipeline Company (Transporter) Contract Date: September 21, 1994
and North Shore Gas Company (Shipper) Amendment Date:
<S> <C> <C> <C>
Primary
Receipt/
Delivery Primary
Point Receipt Point MDQ
Number Name (Dth) Period
------ ---- ----- ------
SOUTH WOODSTOCK or 36,661 SUMMER
WEST JOLIET (by displacement)-
ANR STORAGE FACILITES
ANR STORAGE FACILITIES- 125,000 WINTER
GROUP #1
</TABLE>
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 34150
FSS SERVICE AGREEMENT
THIS AGREEMENT is entered into by ANR PIPELINE COMPANY
(Transporter) and NORTH SHORE GAS COMPANY (Shipper).
WHEREAS, Shipper has requested Transporter to transport Gas on its behalf and
Transporter represents that it is willing to transport Gas under the terms and
conditions of this Agreement.
NOW, THEREFORE, Transporter and Shipper agree that the terms below, together
with the terms and conditions of Transporter's applicable Rate Schedule and
General Terms and Conditions of Transporter's FERC Gas Tariff constitute the
transportation service to be provided and the rights and obligation of Shipper
and Transporter.
1. AUTHORITY FOR TRANSPORTATION SERVICE:
284G - Blanket
2. RATE SCHEDULE: FIRM STORAGE SERVICE (FSS)
3. CONTRACT QUANTITIES:
Contract Quantity - see Exhibit attached hereto.
Such Contract Quantities shall be reduced for scheduling purposes, but not
for billing purposes, by the Contract Quantities that Shipper has released
through Transporter's capacity release program for the period of any
release.
4. TERM OF AGREEMENT:
04/01/1995 to
03/31/2000
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 34150
5. RATES:
Maximum rates, charges, and fees shall be applicable for the entitlements
and quantities delivered pursuant to this Agreement unless Transporter has
advised Shipper in writing or by ANR Xpedite that it has agreed otherwise.
It is further agreed that Transporter may seek authorization from the
Commission and/or other appropriate body at any time and from time to time
to change any rates, charges or other provisions in the applicable Rate
Schedule and General Terms and Conditions of Transporter's FERC Gas Tariff,
and Transporter shall have the right to place such changes in effect in
accordance with the Natural Gas Act. This Agreement shall be deemed to
include such changes and any changes which become effective by operation of
law and Commission order. Nothing contained herein shall be construed to
deny Shipper any rights it may have under the Natural Gas Act, including
the right to participate fully in rate or other proceedings by intervention
or otherwise to contest increased rates in whole or in part.
6. INCORPORATION BY REFERENCE
The provisions of Transporter's applicable Rate Schedule and the General
Terms and Conditions of Transporter's FERC Gas Tariff are specifically
incorporated herein by reference and made a part hereof.
7. NOTICES:
All notices can be given by telephone or other electronic means, however,
such notice shall be confirmed in writing at the addresses below or through
ANR Xpedite. Shipper and Transporter may change the addresses below by
written notice to the other without the necessity of amending this
agreement:
TRANSPORTER:
ANR PIPELINE COMPANY
500 Renaissance Center
Detroit, Michigan 48243
Attentions: Gas Control (Nominations)
Volume Management (Statements)
Cash Control (Payments)
Customer Services and Business Administration
(All Other Matters)
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 34150
SHIPPER:
North Shore Gas Company (Shipper Name)
122 S. Michigan Ave., Suite 915 (Address)
Chicago, IL 60603 (City, State, Zip)
Attention: Mr. Eckhard Blaumueller
Telephone: (312) 431-7057
Fax: (312) 431-4558
INVOICES AND STATEMENTS:
North Shore Gas Company (Shipper Name)
122 S. Michigan Ave., Suite 915 (Address)
Chicago, IL 60603 (City, State, Zip)
Attention: Mr. Eckhard Blaumueller
Telephone: (312) 431-7057
Fax: (312) 431-4558
NOMINATIONS:
North Shore Gas Company (Shipper Name)
122 S. Michigan Ave., Suite 915 (Address)
Chicago, IL 60603 (City, State, Zip)
Attention: Mr. Jerry Slechta
Telephone: (312) 431-4362
Fax: (312) 431-4558
Mechanical Dialing
Device Nos:
----------------------
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 34150
ALL OTHER MATTERS:
North Shore Gas Company (Shipper Name)
122 S. Michigan Ave., Suite 915 (Address)
Chicago, IL 60603 (City, State, Zip)
Attention: Mr. Eckhard Blaumueller
Telephone: (312) 431-7057
Fax: (312) 431-4558
8. FURTHER AGREEMENT
A. For transportation under ETS Agreement (No. 03200) and storage under
FSS Agreement (No. 34150), Shipper shall pay a single rate covering
both transportation and storage services not to exceed $1.25 times
6.25 BCF. This rate is inclusive of Volumetric Buyout/Buydown,
Dakota and Transition Costs. In addition, Shipper will be charged
ACA, applicable GRI, fuel and any other related fees or surcharges.
B. For billing purposes, Transporter has discretion in determining the
portion of the rate to be assigned to transportation and/or storage
as well as the portion of the rate to be assigned to Reservation
and/or Commodity.
C. From time to time dependent upon Transporter's use percents, the MDQ's
and MSQ under ETS Agreement (No. 03200) and FSS Agreement (No. 34150)
will be adjusted to allow Shipper to deliver and store sufficient fuel
quantities to effectuate a 50 day storage withdrawal quantity of
125,000 dth at the specified delivery points at no additional charge.
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 34150
D. Shipper can use the unused portion of its Primary Route MDQ on a
Secondary basis at the following receipt points at no additional
charge:
1. Joliet (NGPL)
2. Defiance (PEPL)
3. Joliet (Midwestern)
4. Shorewood (NIGAS) - (by displacement)
5. Kalkaska or Chester (Mich Con)
6. East Joliet (PGL&C) - (by displacement)
7. Elkhart (Trunkline)
8. Crystal Falls (GLGT)
E. Shipper and Transporter agree that the rates stated herein shall be
confidential and shall be maintained confidentially by Shipper and
Transporter. Shipper or Transporter may disclose such rates only if
such disclosure is required by law and Shipper or Transporter requests
confidential or privileged treatment under applicable statutes, rules
and regulations, and provides reasonable notice to the other party
prior to such disclosure. Any unauthorized disclosure by Shipper of
the rates stated herein shall have the effect of terminating from the
date the discounted rate is disclosed any rate discounts reflected
herein such that, for the remaining term of this Agreement, Shipper
shall be required to pay Transporter the maximum applicable rate for
service, as well as all other charges, surcharges or direct bill
applicable to such service.
F. This Agreement may be assigned to an affiliate of Shipper subject to
the satisfaction of Transporter's credit requirements.
G. In addition, upon ninety (90) days prior notice, before each contract
year commences, Shipper may renominated the Maximum Storage Quantity
and the Maximum Withdrawal Transport volume subject to the
availability of capacity on Transporter's Pipeline and a mutually
acceptable rate, provided that the revenues from the renominated
service are equal to or greater than the revenues that Transporter
would have otherwise received if the service had not changed from
the previous contract year.
H. Shipper agrees to waive its rights to release the capacity underlying
this Agreement.
I. Shipper agrees to waive its rights to in-field storage transfers.
<PAGE>
DATE: SEPTEMBER 21, 1994 CONTRACT NO. 34150
J. The complete agreement between Transporter and Shipper shall consist
of this FSS Agreement (No. 34150) and the following agreements
between Transporter and Shipper: ETS Agreement (No. 03200);
September 28, 1994 Letter of Intent; and September 28, 1994
Operating Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective Officers or Representatives thereunto duly authorized to be
effective as of the date stated above.
NORTH SHORE
SHIPPER: GAS COMPANY TRANSPORTER: ANR PIPELINE COMPANY
By: /s/Thomas M. Patrick By: /s/Wilbur Hitchcock
---------------------- -----------------------
Title: Vice President Title: Sr. Vice President
--------------- ------------------
Date: October 10, 1994 Date: October 6, 1994
---------------- ---------------
34150.fss
<PAGE>
Contract No. 110522
NATURAL GAS PIPELINE COMPANY OF AMERICA (Natural)
TRANSPORTATION RATE SCHEDULE FTS AGREEMENT DATED September 22, 1995
UNDER SUBPART G of Part 284 OF THE FERC'S REGULATIONS
1. SHIPPER is: NORTH SHORE GAS COMPANY, a LOCAL DISTRIBUTION COMPANY
2. (a) MDQ totals: 20,000 MMBTU per day.
(b) Service option selected (check any or all):
[ ] LN [ ] SW [ ] NB
3. TERM: December 01, 1995 through November 30, 1998
4. Service will be ON BEHALF OF: [X] Shipper or [ ] Other.
5. The ULTIMATE END USERS are customers within any state in the continental
U.S.; or (specify state)
-----------------------------------------------------------
6. [ ] This Agreement supersedes and cancels a ________ Agreement dated _____
[ ] Capacity rights for this Agreement were released from Natural's
Transportation Rate Schedule Agreement (KT #) dated and are subject to any
recall/return provisions in Natural's Capacity Release Package ID #.
[x] [for firm service only] Service and reservation charges commence the
latter of:
(a) December 01, 1995, and
(b) the date capacity to provide the service hereunder is available on
Natural's System.
[ ] Other:
--------------------------------------------
7. SHIPPER'S ADDRESSES NATURAL'S ADDRESSES
GENERAL CORRESPONDENCE:
NORTH SHORE GAS COMPANY Natural Gas Pipeline Company of America
WILLIAM MORROW Attention: Gas Transportation Services
130 E. RANDOLPH DR. 3200 Southwest Freeway 77027-7253
CHICAGO, IL 60601-6207 P.O. Box 283 77001-0283
Houston, Texas
STATEMENTS/INVOICES/ACCOUNTING RELATED MATERIALS:
NORTH SHORE GAS COMPANY Natural Gas Pipeline Company of America
ANTHONY COMPTON Attention: Gas Accounting Department
130 E. RANDOLPH DR. 701 East 22nd Street
CHICAGO IL, 60601-6207 Lombard, Illinois 60148
PAYMENTS:
Natural Gas Pipeline Company of America
Attention: Controller
701 East 22nd Street
Lombard, Illinois 60148
<PAGE>
8. The above stated Rate Schedule, as revised from time to time, controls this
Agreement and is incorporated herein. The attached Exhibits A, B, and C (for
firm service only) are a part of this Agreement. Natural AND SHIPPER
ACKNOWLEDGE THAT THIS AGREEMENT IS SUBJECT TO THE PROVISIONS OF Natural's FERC
GAS TARIFF AND APPLICABLE FEDERAL LAW. TO THE EXTENT THAT STATE LAW IS
APPLICABLE, Natural AND SHIPPER EXPRESSLY AGREE THAT THE LAWS OF THE STATE OF
ILLINOIS SHALL GOVERN THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF
THIS CONTRACT, EXCLUDING, HOWEVER, ANY CONFLICT OF LAWS RULE WHICH WOULD APPLY
THE LAW OF ANOTHER STATE. This Agreement states the entire agreement between
the parties and no waiver, representation, or agreement shall affect this
Agreement unless it is in writing. Shipper shall provide the actual end user
purchaser name(s) to Natural if Natural must provide them to FERC.
AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF AMERICA NORTH SHORE GAS COMPANY
"Natural" "Shipper"
By: /s/ Stephen G. Weinan By: /s/ T. M. Patrick
------------------------------ --------------------
Name: Stephen G. Weinan Name: Thomas M. Patrick
----------------------------- -------------------
Title: Attorney in fact Title: Vice President
----------------------------- -------------------
110522
<PAGE>
EXHIBIT A
DATED: September 22, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110522
RECEIPT POINT/S
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBtu/d)
- ------------- ------------- ----- --- ---- ---------
PRIMARY RECEIPT POINT/S
1.NNG/NGPL MILLS MILLS IA 203 07 8929
INTERCONNECT WITH
NORTHERN NATURAL GAS
COMPANY IN SEC.
26-T72N-R43W
MILLS COUNTY, IOWA.
2.N BORDER/NGPL HARPER KEOKUK IA 8090 09 11071
KEOKUK INTERCONNECT WITH
NORTHERN BORDERPIPELINE
COMPANY ON TRANSPORTER'S
AMARILLO MAINLINE IN SEC.
30-T76N-R10W,
KEOKUK COUNTY, IOWA.
SECONDARY RECEIPT POINT/S
All secondary receipt point, and the related priorities and volumes, as
provided under the Tariff provisions governing this Agreement.
RECEIPT PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered to Natural at the Receipt Point/s shall be at a
delivery pressure sufficient to enter Natural's pipeline facilities at the
pressure maintained from time to time, but Shipper shall not deliver gas at a
pressure in excess of the Maximum Allowable Operating Pressure (MAOP) stated for
each Receipt Point. The measuring party shall use or cause to be used an
assumed atmospheric pressure corresponding to the elevation at such Receipt
Point/s.
RATES
Except as provided to the contrary in any written agreement(s) between the
parties in effect during the term hereof, Shipper shall pay Natural the maximum
rate and all other lawful charges as specified in Natural's applicable rate
schedule.
<PAGE>
EXHIBIT A (CONT'D)
DATED September 22, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110522
FUEL GAS AND GAS LOST AND UNACCOUNTED FOR PERCENTAGE (%)
Shipper will be assessed the applicable percentage for Fuel Gas and Gas
Lost and Unaccounted For.
TRANSPORTATION OF LIQUIDS
Transportation of liquids may occur at permitted points identified in
Natural's current Catalog of Receipt and Delivery Points, but only if the
parties execute a separate liquids agreement.
<PAGE>
EXHIBIT B
DATED September 22, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110522
DELIVERY POINT/S
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBtu/d)
- ------------- ------------- ----- --- ---- ---------
PRIMARY DELIVERY POINT/S
1.NO SHORE/NGPL LAKE IL 1 06 20000
GRAYSLAKE LAKE
INTERCONNECT WITH NORTH
SHORE GAS COMPANY
LOCATED IN SEC.
12-T44N-R10E,
LAKE COUNTY, ILLINOIS.
SECONDARY DELIVERY POINT/S
All secondary delivery points, and the related priorities and volumes, as
provided under the Tariff provisions governing this Agreement.
DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered by Natural to Shipper, or for Shipper's
account, at the Delivery Point/s shall be at the pressure available in Natural's
pipeline facilities from time to time. The measuring party shall use or cause
to be used an assumed atmospheric pressure corresponding to the elevation at
such Delivery Point/s.
<PAGE>
EXHIBIT C
DATED September 22, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110522
Pursuant to Natural's tariff, an MDQ exists for each primary transportation
path segment and direction under the Agreement. Such MDQ is the maximum daily
quantity of gas which Natural is obligated to transport on a firm basis along a
primary transportation path segment.
A primary transportation path segment is the path between a primary
receipt, delivery, or node point and the next primary receipt, delivery, or node
point. A node point is the point of interconnection between two or more of
Natural's pipeline facilities.
A segment is a section Natural's pipeline system designated by a segment
number whereby the Shipper under the terms of their agreement based on the
points within the segment identified on Exhibit C has throughput capacity
rights.
The segment numbers listed on Exhibit C reflect this Agreement's path
corresponding to Natural's most recent Pipeline System Map which identifies
segments and their corresponding numbers. All information provided in this
Exhibit C is subject to the actual terms and conditions of Natural's Tariff.
<PAGE>
EXHIBIT C
DATED September 22, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110522
Segment Upstream Forward/Backward Flow Through
Number Segment Haul (Contractual) Capacity
- ------ ------- ------------------ --------
13 0 F 0
14 13 F 8929
29 14 F 20000
37 29 F 20000
39 37 F 20000
<PAGE>
Contract No. 110656
NATURAL GAS PIPELINE COMPANY OF AMERICA (NATURAL)
STORAGE RATE SCHEDULE NSS
AGREEMENT
DATED October 19, 1995
1. SHIPPER is: NORTH SHORE GAS COMPANY, a LOCAL DISTRIBUTION COMPANY
2. (a) MDQ totals: 28,571 MMBtu per day.
(b) MSV totals: 2,142,825 MMBtu.
3. TERM: December 01, 1995 through March 31, 1998
4. [ ] This Agreement supersedes and cancels a _____ Agreement dated _____
[ ] Capacity rights for this Agreement were released from Natural's
Transportation Rate Schedule Agreement (KT #) dated and are subject to any
recall/return provisions in Natural's Capacity Release Package ID #.
[ ] Service and reservation charges commence the latter of:
(a) December 01, 1995, and
(b) the date capacity to provide the service hereunder is
available on Natural's System.
[X] Other: This is a partial conversion from Shipper's S-1 Agreement No.
250005, dated November 30, 1990 and LS-2 Agreement No. 250014, dated March
14, 1990.
5. SHIPPER'S ADDRESSES NATURAL'S ADDRESSES
GENERAL CORRESPONDENCE:
NORTH SHORE GAS COMPANY NATURAL GAS PIPELINE CO. OF AMERICA
WILLIAM MORROW Attention: Gas Transportation
Services
130 E. RANDOLPH DR. 3200 Southwest Freeway 77027-7523
CHICAGO, IL 60601-6207 P.O. Box 283 77001-0283
Houston, Texas
STATEMENTS/INVOICES/ACCOUNTING RELATED MATERIALS:
NORTH SHORE GAS COMPANY NATURAL GAS PIPELINE CO. OF AMERICA
ANTHONY COMPTON Attention: Gas Accounting Department
130 E. RANDOLPH DR. 701 East 22nd Street
CHICAGO, IL 60601-6207 Lombard, Illinois 60148
PAYMENTS:
NATURAL GAS PIPELINE OF AMERICA
Attention: Controller
701 East 22nd Street
Lombard, Illinois 60148
<PAGE>
6. The above-stated Rate Schedule, as revised from time to time, controls this
Agreement and is incorporated herein. NATURAL GAS PIPELINE COMPANY OF AMERICA
AND SHIPPER ACKNOWLEDGE THAT THIS AGREEMENT IS SUBJECT TO THE PROVISIONS OF
Natural's FERC GAS TARIFF AND APPLICABLE FEDERAL LAW. TO THE EXTENT THAT STATE
LAW IS APPLICABLE, Natural AND SHIPPER EXPRESSLY AGREE THAT THE LAWS OF THE
STATE OF ILLINOIS SHALL GOVERN THE VALIDITY, CONSTRUCITON, INTERPRETATION AND
EFFECT OF THIS CONTRACT, EXCLUDING, HOWEVER, ANY CONFLICT OF LAWS RULE WHICH
WOULD APPLY THE LAW OF ANOTHER STATE. This Agreement states the entire
agreement between the parties and no waiver, representation, or agreement shall
affect this Agreement unless it is in writing.
AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF AMERICA NORTH SHORE GAS COMPANY
"Natural" "Shipper"
By: /s/ Stephen G. Weinan By: /s/ T. M. Patrick
-------------------------- -----------------------
Name: Stephen G. Weinan Name: Thomas M. Patrick
------------------------ -----------------
Title: Attorney in fact Title: Vice President
----------------------- ----------------
<PAGE>
Contract No. 110657
NATURAL GAS PIPELINE COMPANY OF AMERICA (Natural)
TRANSPORTATION RATE SCHEDULE FTS AGREEMENT DATED October 19, 1995
UNDER SUBPART G of Part 284 OF THE FERC'S REGULATIONS
1. SHIPPER is: NORTH SHORE GAS COMPANY, a LOCAL DISTRIBUTION COMPANY
2. (a) MDQ totals: 20,000 MMBTU per day.
(b) Service option selected (check any or all):
[X} LN [ ] SW [X} NB
3. TERM: December 01, 1995 through March 31, 1998
4. Service will be ON BEHALF OF: [X] Shipper or [] Other:.
5. The ULTIMATE END USERS are customers within any state in the continental
U.S.; or (specify state)
- --------------------------------------------------------------------------------
6. [ ] This Agreement supersedes and cancels a ______ Agreement dated ______
[ ] Capacity rights for this Agreement were released from Natural's
Transportation Rate Schedule Agreement (KT #) dated and are subject to any
recall/return provisions in Natural's Capacity Release Package ID #.
[X] [for firm service only] Service and reservation charges commence the
latter of:
(a) December 01, 1995, and
(b) the date capacity to provide the service hereunder is available on
Natural's System.
[ ] Other:
-----------------------------------------------------------
7. SHIPPER'S ADDRESSES NATURAL'S ADDRESSES
GENERAL CORRESPONDENCE:
NORTH SHORE GAS COMPANY Natural Gas Pipeline Company of America
WILLIAM MORROW Attention: Gas Transportation Services
130 E. RANDOLPH DR. 3200 Southwest Freeway 77027-7523
CHICAGO, IL 60601 P.O. Box 283 77001-0283
Houston, Texas
STATEMENTS/INVOICES/ACCOUNTING RELATED MATERIALS:
NORTH SHORE GAS COMPANY Natural Gas Pipeline Company of America
ANTHONY COMPTON Attention: Gas Accounting Department
130 E. RANDOLPH DR. 701 East 22nd Street
CHICAGO, IL 60601 Lombard, Illinois 60148
PAYMENTS:
Natural Gas Pipeline Company of America
Attention: Controller
701 East 22nd Street
Lombard, Illinois 60148
<PAGE>
8. The above stated Rate Schedule, as revised from time to time, controls this
Agreement and is incorporated herein. The attached Exhibits A, B, and C
(for firm service only) are a part of this Agreement. Natural AND SHIPPER
ACKNOWLEDGE THAT THIS AGREEMENT IS SUBJECT TO THE PROVISIONS OF Natural's
FERC GAS TARIFF AND APPLICABLE FEDERAL LAW. TO THE EXTENT THAT STATE LAW
IS APPLICABLE, Natural AND SHIPPER EXPRESSLY AGREE THAT THE LAWS OF THE
STATE OF ILLINOIS SHALL GOVERN THE VALIDITY, CONSTRUCTION, INTERPRETATION
AND EFFECT OF THIS CONTRACT, EXCLUDING, HOWEVER, ANY CONFLICT OF LAWS RULE
WHICH WOULD APPLY THE LAW OF ANOTHER STATE. This Agreement states the
entire agreement between the parties and no waiver, representation, or
agreement shall affect this Agreement unless it is in writing. Shipper
shall provide the actual end user purchaser name(s) to Natural if Natural
must provide them to FERC.
AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF AMERICA NORTH SHORE GAS COMPANY
"Natural" "Shipper"
By: /s/ Stephen G. Weinan By: /s/ T. M. Patrick
----------------------- ------------------------
Name: Stephen G. Weinan Name: Thomas M. Patrick
--------------------- -----------------------
Title: Attorney in fact Title: Vice President
--------------------- -----------------------
<PAGE>
EXHIBIT A
DATED: October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110657
RECEIPT POINT/S
County/Parish PIN MDQ
NAME/LOCATION Area STATE NO. ZONE (MMBTU)
- ------------- ------------- ----- --- ---- -------
PRIMARY RECEIPT POINT/S
1. NGCENRGY/NGPL MAUD MILLER AR 3844 08 20000
INTERCONNECT WITH NGC-ENERGY
ON TRANSPORTER'S MAUD
LATERAL IN SEC. 33-T17S-R28W,
MILLER COUNTY, ARKANSAS
SECONDARY RECEIPT POINT/S
All secondary receipt points, and the related priorities and volumes, as
provided under the Tariff provisions governing this Agreement.
RECEIPT PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered to Natural at the Receipt Point/s shall be at a
delivery pressure sufficient to enter Natural's pipeline facilities at the
pressure maintained from time to time, but Shipper shall not deliver gas at a
pressure in excess of the Maximum Allowable Operating Pressure (MAOP) stated for
each Receipt Point. The measuring party shall use or cause to be used an
assumed atmospheric pressure corresponding to the elevation at such Receipt
Point/s.
RATES
Except as provided to the contrary in any written agreement(s) between the
parties in effect during the term hereof, Shipper shall pay Natural the maximum
rate and all other lawful charges as specified in Natural's applicable rate
schedule.
FUEL GAS AND GAS LOST AND UNACCOUNTED FOR PERCENTAGE (%)
Shipper will be assessed the applicable percentage for Fuel Gas and Gas
Lost and Unaccounted For.
A-1
<PAGE>
EXHIBIT A (CONT'D)
DATED OCTOBER 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110657
TRANSPORTATION OF LIQUIDS
Transportation of liquids may occur at permitted points identified in
Natural's current Catalog of Receipt and Delivery Points, but only if the
parties execute a separate liquids agreement.
A-2
<PAGE>
EXHIBIT B
DATED October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110657
DELIVERY POINT/S
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBTU)
- ------------- ------------- ----- --- ---- -------
PRIMARY DELIVERY POINT/S
1. NO SHORE/NGPL LAKE IL 1 06 20000
GRAYSLAKE LAKE
INTERCONNECT WITH NORTH
SHORE GAS COMPANY
LOCATED IN SEC.
12-T44N-R10E,
LAKE COUNTY, ILLINOIS.
SECONDARY DELIVERY POINT/S
All secondary delivery points, and the related priorities and volumes, as
provided under the Tariff provisions governing this Agreement.
DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered by Natural to Shipper, or for Shipper's
account, at the Delivery Point/s shall be at the pressure available in Natural's
pipeline facilities from time to time. The measuring party shall use or cause
to be used an assumed atmospheric pressure corresponding to the elevation at
such Delivery Point/s.
B-1
<PAGE>
EXHIBIT C
DATED October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110657
Pursuant to Natural's tariff, an MDQ exists for each primary transportation
path segment and direction under the Agreement. Such MDQ is the maximum daily
quantity of gas which Natural is obligated to transport on a firm basis along a
primary transportation path segment.
A primary transportation path segment is the path between a primary
receipt, delivery, or node point and the next primary receipt, delivery, or node
point. A node point is the point of interconnection between two or more of
Natural's pipeline facilities.
A segment is a section of Natural's pipeline system designated by a segment
number whereby the Shipper under the terms of their agreement based on the
points within the segment identified on Exhibit C has throughput capacity
rights.
The segment numbers listed on Exhibit C reflect this Agreement's path
corresponding to Natural's most recent Pipeline System Map which identifies
segments and their corresponding numbers. All information provided in this
Exhibit C is subject to the actual terms and conditions of Natural's Tariff.
C-1
<PAGE>
EXHIBIT C
DATED October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110657
Segment Upstream Forward/Backward Flow Through
Number Segment Haul (Contractual) Capacity
- ------ ------- ------------------ ------------
27 0 F 0
28 27 F 20000
39 40 F 20000
40 28 F 20000
C-2
<PAGE>
Contract No. 110386
NATURAL GAS PIPELINE COMPANY OF AMERICA (NATURAL)
STORAGE RATE SCHEDULE DSS
AGREEMENT DATED December 01, 1995
1. SHIPPER is: NORTH SHORE GAS COMPANY, a LOCAL DISTRIBUTION COMPANY
2. (a) MDQ totals: 20,000 MMBtu per day.
(b) MSV totals: 1,000,000 MMBtu.
(c) The primary Delivery Point(s) and associated MDQ(s) are contained in
Exhibit B attached hereto and are a part of this Agreement.
3. TERM: December 01, 1995 through March 31, 1998
4. [X] This Agreement supersedes and cancels a S-1 Agreement No. 250005 dated
November 30, 1990 and a LS-2 Agreement No. 250014 dated March 14, 1990.
[ ] Capacity rights for this Agreement were released from Natural's
Transportation Rate Schedule Agreement (KT #) dated and are subject to any
recall/return provisions in Natural's Capacity Release Package ID #.
[ ] Service and reservation charges commence the latter of:
(a) December 01, 1995, and
(b) the date capacity to provide the service hereunder is
available on Natural's System.
[ ] Other:
--------------------------------------------------------------
5. SHIPPER'S ADDRESSES NATURAL'S ADDRESSES
GENERAL CORRESPONDENCE:
NORTH SHORE GAS COMPANY NATURAL GAS PIPELINE CO. OF AMERICA
WILLIAM MORROW Attention: Gas Transportation Services
130 E. RANDOLPH DR. 3200 Southwest Freeway 77027-7523
CHICAGO, IL 60601 P.O. Box 283 77001-0283
Houston, Texas
STATEMENTS/INVOICES/ACCOUNTING RELATED MATERIALS:
NORTH SHORE GAS COMPANY NATURAL GAS PIPELINE CO. OF AMERICA
ANTHONY COMPTON Attention: Gas Accounting Department
130 E. RANDOLPH DR. 701 East 22nd Street
CHICAGO, IL 60601 Lombard, Illinois 60148
Payments:
NATURAL GAS PIPELINE CO. OF AMERICA
Attention: Controller
701 East 22nd Street
Lombard, Illinois 60148
<PAGE>
6. The above-stated Rate Schedule, as revised from time to time, controls this
Agreement and is incorporated herein. NATURAL GAS PIPELINE COMPANY OF
AMERICA AND SHIPPER ACKNOWLEDGE THAT THIS AGREEMENT IS SUBJECT TO THE
PROVISIONS OF Natural's FERC GAS TARIFF AND APPLICABLE FEDERAL LAW. TO THE
EXTENT THAT STATE LAW IS APPLICABLE, Natural AND SHIPPER EXPRESSLY AGREE
THAT THE LAWS OF THE STATE OF ILLINOIS SHALL GOVERN THE VALIDITY,
CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS CONTRACT, EXCLUDING,
HOWEVER, ANY CONFLICT OF LAWS RULE WHICH WOULD APPLY THE LAW OF ANOTHER
STATE. This Agreement states the entire agreement between the parties and
no waiver, representation, or agreement shall affect this Agreement unless
it is in writing.
AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF AMERICA NORTH SHORE GAS COMPANY
"Natural" "Shipper"
By: /s/ Stephen G. Weinan By: /s/ T. M. Patrick
---------------------- ----------------------
Name: Stephen G. Weinan Name: Thomas M. Patrick
---------------------- ----------------------
Title: Attorney in fact Title: Vice President
--------------------- --------------------
<PAGE>
EXHIBIT B
DATED December 01, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 110386
DELIVERY POINT/S
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBTU)
- ------------- ------------- ----- --- ---- -------
PRIMARY DELIVERY POINT/S
1. NO SHORE/NGPL GRAYSLAKE LAKE IL 1 06 20000
LAKE INTERCONNECT WITH
NORTH SHORE GAS COMPANY
LOCATED IN SEC.
12-T44N-R10E, LAKE
COUNTY, ILLINOIS.
SECONDARY DELIVERY POINT/S
All secondary delivery points, and the related priorities and volumes, as
provided under the Tariff provisions governing this Agreement.
DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered by Natural to Shipper, or for Shipper's
account, at the Delivery Point/s shall be at the pressure available in Natural's
pipeline facilities from time to time. The measuring party shall use or cause
to be used an assumed atmospheric pressure corresponding to the elevation at
such Delivery Point/s.
<PAGE>
EXHIBIT 12
NORTH SHORE GAS COMPANY AND SUBSIDIARY COMPANIES
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
<TABLE>
<CAPTION>
Fiscal years ended September 30,
- -------------------------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Income Before Preferred
Stock Dividends $ 9,048 $10,378 $ 8,973 $12,527 $ 6,603
Add - Income Taxes 4,859 5,087 4,788 7,257 3,604
Fixed Charges (see below) 7,196 6,648 7,198 6,175 6,283
- -------------------------------------------------------------------------------------------------------------------
Earnings $21,103 $22,113 $20,959 $25,959 $16,490
- -------------------------------------------------------------------------------------------------------------------
Fixed Charges:
Interest on Long-Term Debt $ 5,788 $ 6,205 $ 6,606 $ 5,435 $ 5,482
Interest on Interim Loans 110 136 291 197 232
Other Interest 1,181 186 189 478 506
Amortization of Debt Discount
and Expense 117 121 112 65 63
- -------------------------------------------------------------------------------------------------------------------
Total Fixed Charges $ 7,196 $ 6,648 $ 7,198 $ 6,175 $ 6,283
- -------------------------------------------------------------------------------------------------------------------
Ratio of Earnings to Fixed Charges 2.93 3.33 2.91 4.20 2.62
</TABLE>
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report, dated November 1, 1995, included in this Form 10-K,
into North Shore Gas Company's previously filed Registration Statement File
No. 33-60256.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 21, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED BALANCE SHEETS,
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONSOLIDATED CAPITALIZATION
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 185,919
<OTHER-PROPERTY-AND-INVEST> 104
<TOTAL-CURRENT-ASSETS> 35,983
<TOTAL-DEFERRED-CHARGES> 2,628
<OTHER-ASSETS> 9,999
<TOTAL-ASSETS> 234,633
<COMMON> 24,757
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 62,024
<TOTAL-COMMON-STOCKHOLDERS-EQ> 86,781
0
0
<LONG-TERM-DEBT-NET> 72,724
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 4,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 71,128
<TOT-CAPITALIZATION-AND-LIAB> 234,633
<GROSS-OPERATING-REVENUE> 136,529
<INCOME-TAX-EXPENSE> 4,859
<OTHER-OPERATING-EXPENSES> 116,030
<TOTAL-OPERATING-EXPENSES> 120,889
<OPERATING-INCOME-LOSS> 15,640
<OTHER-INCOME-NET> 487
<INCOME-BEFORE-INTEREST-EXPEN> 16,127
<TOTAL-INTEREST-EXPENSE> 7,079
<NET-INCOME> 9,048
0
<EARNINGS-AVAILABLE-FOR-COMM> 9,048
<COMMON-STOCK-DIVIDENDS> 6,164
<TOTAL-INTEREST-ON-BONDS> 5,788
<CASH-FLOW-OPERATIONS> 25,367
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
