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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHERN ILLINOIS GAS COMPANY
(DOING BUSINESS AS NICOR GAS COMPANY)
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(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
ILLINOIS 36-2863847
(State of Incorporation) (IRS Employer Identification No.)
</TABLE>
1844 FERRY ROAD
NAPERVILLE, ILLINOIS 60563-9600
TELEPHONE NUMBER -- 630/983-8676
(Address and telephone number of registrant's principal executive offices)
DAVID L. CYRANOSKI
SENIOR VICE PRESIDENT, SECRETARY AND TREASURER
1844 FERRY ROAD
NAPERVILLE, ILLINOIS 60563-9600
TELEPHONE NUMBER -- 630/983-8676
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the registration statement when warranted by
market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES BEING REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
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<S> <C> <C> <C> <C>
First Mortgage Bonds $225,000,000 100% $225,000,000 $62,550(1)
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</TABLE>
*Estimated solely for purpose of calculating amount of registration fee.
(1) Pursuant to Rule 429 under the Securities Act, the Prospectus contained
herein constitutes a combined Prospectus relating to an aggregate of
$75,000,000 of previously registered First Mortgage Bonds registered
pursuant to Registration Statement No. 333-42559 and as to which a filing
fee of $22,125 was previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 17, 1998
PROSPECTUS
NORTHERN ILLINOIS GAS COMPANY
(DOING BUSINESS AS NICOR GAS COMPANY)
$300,000,000 FIRST MORTGAGE BONDS
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We may offer for sale from time to time, in one or more series, up to
$300,000,000 aggregate principal amount of First Mortgage Bonds on terms
determined at the time or times of sale. We refer to the First Mortgage Bonds
being offered by this prospectus as the New Bonds. We will prepare and issue a
supplement to this prospectus when a particular series is offered to include:
the specific aggregate principal amount and offering price, maturity date or
dates, rate or rates of interest, time or times of payment of interest, any
redemption terms or other specific terms of such series of New Bonds, the names
of any underwriters, dealers or agents, any applicable commissions or discounts
and the resulting net proceeds to us. No sinking fund is to be provided for the
New Bonds.
We may sell the New Bonds directly to the public or through (i)
underwriters or dealers or through agents named in this prospectus (or
designated from time to time) or (ii) a group of underwriters or dealers which
may be represented by any one or more of such firms. More information about the
way we will distribute the New Bonds is under the heading "Plan of
Distribution."
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is December , 1998.
<PAGE> 3
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "Commission") utilizing a "shelf"
registration process. Under this shelf process, we may sell the New Bonds
described in this prospectus in one or more offerings up to a total dollar
amount of $300,000,000. This prospectus provides you with a general description
of the New Bonds we may offer. Each time we sell New Bonds, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "WHERE YOU CAN FIND MORE INFORMATION."
We believe we have included all information material to investors but
certain details that may be important for specific investment purposes have not
been included. To see more detail, you should read the exhibits filed with this
registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 (the "Exchange Act") which requires us to file reports and other
information with the Commission.
You may read and copy any of these documents at the Commission's public
reference rooms in Washington, D.C., Chicago, Illinois, and New York, New York.
You may call the Commission at 1-800-SEC-0330 for more information about the
public reference rooms. We file our reports and other information electronically
with the Commission and you can access these documents from the Commission's web
site (http://www.sec.gov).
The Commission allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate is an important
part of this prospectus and our later filings with the Commission automatically
update and supercede earlier filings. We incorporate by reference those
documents listed below and those we subsequently file with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell
all of the New Bonds:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
and
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, June
30, and September 30, 1998.
You may receive a copy of these filings at no cost, other than exhibits to
those filings, unless they are specifically incorporated by reference in the
information that the prospectus incorporates. Please direct your written
requests to:
David L. Cyranoski, Senior Vice President,
Secretary and Treasurer
Nicor Gas Company
P.O. Box 190
Aurora, Illinois 60507-0190
630/983-8676
THE COMPANY
We are a public utility engaged principally in the purchase, storage,
distribution, sale and transportation of natural gas to the public in northern
Illinois, generally outside the City of Chicago. We are subject to the
jurisdiction of the Illinois Commerce Commission ("Ill.C.C.") which has
authority to regulate substantially all phases of the public utility business in
Illinois, including our issuance of long-term debt. We are a wholly owned
subsidiary of Nicor Inc. ("Nicor"), a holding company exempt from regulation
under the Public
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<PAGE> 4
Utility Holding Company Act of 1935. The New Bonds are not obligations of, or
guaranteed by, Nicor. The mailing address and telephone number of our general
office is:
P.O. Box 190
Aurora, Illinois 60507-0190
630/983-8676
USE OF PROCEEDS
We will use the net proceeds from the sale of the New Bonds for the
refinancing, if desirable, of certain outstanding First Mortgage Bonds, for
construction programs to the extent not provided by internally generated funds,
and for general corporate purposes.
DESCRIPTION OF BONDS
All references to us under "Description of Bonds" exclude our subsidiary.
The properties of our subsidiary, which are not material in the aggregate, are
not subject to the lien of the Indenture and do not constitute bondable property
under the Indenture.
GENERAL. We will issue the New Bonds in one or more series under our
Indenture, dated as of January 1, 1954 (as supplemented by Supplemental
Indentures heretofore executed), and Supplemental Indentures (each of which is
hereafter referred to as the "New Supplemental Indenture"), creating the series
in which we will issue the New Bonds. These series will constitute the
forty-third and subsequent series of bonds issued under the Indenture. The
earlier series of bonds issued under the Indenture that are currently
outstanding are as follows:
<TABLE>
<CAPTION>
AMOUNT AUTHORIZED,
ISSUED AND OUTSTANDING
SERIES NOVEMBER 30, 1998
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<S> <C>
5 7/8% due May 1, 2000...................................... $ 50,000,000
6.45% due August 1, 2001.................................... 75,000,000
6.75% due June 1, 2002...................................... 50,000,000
5 3/4% due June 1, 2003..................................... 50,000,000
8 7/8% due August 15, 2021.................................. 50,000,000
7 3/8% due July 1, 2023..................................... 50,000,000
8 1/4% due August 15, 2024.................................. 50,000,000
7.26% due October 15, 2025.................................. 50,000,000
7 3/8% due October 15, 2027................................. 50,000,000
6.58% due February 15, 2028................................. 50,000,000
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$525,000,000
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</TABLE>
Each series of the New Bonds will be dated the date of the applicable New
Supplemental Indenture, and will mature on such date or dates as are set forth
in such New Supplemental Indenture. The New Bonds will bear interest at an
annual rate specified in its title. We will pay interest semiannually, once on
the date which corresponds to the date of the New Supplemental Indenture and six
months thereafter. We will begin paying interest on the date which is six months
after the date of the New Supplemental Indenture.
So long as we do not default in the payment of interest on the series of
New Bonds, we shall pay interest to the person in whose name each bond is
registered on the record dates prescribed by the New Supplemental Indenture
(whether or not a business day) next preceding the respective interest payment
dates. If and to the extent that we default in the payment of interest due we
shall pay defaulted interest to the person in whose name each bond is registered
on the record date fixed in advance by us for payment of the defaulted interest.
Both principal and interest will be payable at our office or agency in The City
of Chicago or, at the option of the registered owner, at our office or agency in
The City of New York. At our option, we may pay any installment of interest on
the bonds by mailing checks payable to or upon the written order of the person
entitled to receive payment to the address of that person as it appears on the
registration books.
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We will issue the New Bonds in definitive form, as registered bonds in
denominations of $1,000 each or of any authorized multiple of $1,000. You will
not be charged for any registration, transfer or exchange of bonds.
Copies of the Indenture and a copy of the applicable New Supplemental
Indenture, in substantially the form in which it is to be executed, except for
certain terms to be set forth in the prospectus supplement which will be
inserted after the sale of the series of New Bonds, are exhibits to the
Registration Statement. Reference is made to such exhibits for a complete
statement of the provisions of the Indenture and such New Supplemental
Indenture. The following statements are brief summaries of certain of such
provisions. The terms "permitted liens," "prior liens," "prior lien bonds,"
"retired" as used with respect to bonds, "property additions," "property of the
character of property additions," "mortgage date of acquisition" and "utilized
under the Indenture" are used with the meanings ascribed to such terms,
respectively, by the Indenture.
REDEMPTION AND SINKING FUND. Any redemption provisions will be set forth in
the prospectus supplement. No sinking fund is to be provided for the New Bonds.
SECURITY. The New Bonds will rank equally and ratably with all bonds,
irrespective of series, at any time outstanding under the Indenture. The
Indenture constitutes a direct first mortgage lien on substantially all gas
property and franchises (other than expressly excepted property) we now own,
subject only to permitted liens. All gas property and franchises (other than
expressly excepted property) we later acquire will, upon our recordation or
registration in accordance with our agreements under the Indenture, become
subject to the lien of the Indenture, subject only to permitted liens and liens,
if any, existing or placed on such property at the time of their acquisition.
The Indenture contains limitations upon the acquisition of property subject to a
prior lien and the transfer of all or substantially all of our property to
another corporation the property of which is subject to a prior lien. In
general, these limitations are based upon ratios of (a) principal amount of
prior lien bonds to fair value of property securing such bonds and (b) net
earnings of such property to interest charges on such bonds. We have agreed in
the Indenture to maintain and protect the mortgaged property as an operating
system.
The lien of the Indenture expressly excepts, whether now owned by us or
later acquired, (1) certain real estate not used in the gas utility business,
(2) real estate held by us in the name of a nominee, (3) cash and securities not
specifically pledged under the Indenture, (4) receivables, (5) contracts (other
than leases), (6) materials, (7) supplies, (8) all gas in storage not included
in our utility plant accounts, (9) merchandise, (10) automobiles, trucks and
other transportation equipment, (11) office furniture and equipment, (12)
natural gas wells, (13) natural gas leases, and (14) natural gas gathering
lines.
ISSUANCE OF ADDITIONAL BONDS. We may not issue additional bonds of any of
the presently outstanding series, nor any New Bonds in addition to the
$300,000,000 principal amount of the New Bonds covered by this prospectus.
Subject to the provisions of the Indenture, we may issue additional bonds of any
other series in principal amount equal to:
(a) 66 2/3% of "net property additions" not previously utilized under
the Indenture;
(b) the amount of cash deposited with the Trustee as a basis for the
issuance of such bonds; and
(c) the amount of "bondable bond retirements" not previously utilized
under the Indenture, such term being defined, in general, to include (1)
the principal amount of bonds of any series retired otherwise than through
a sinking fund, and (2) such percentage, if any, of the principal amount of
bonds of any other series retired through a sinking fund as may be
specified in the supplemental indenture creating such series (does not
include the New Bonds or any previously issued series outstanding).
We may not issue such bonds under (a) or (b), or under (c) if the bonds to be
issued bear a higher rate of interest than that borne by the bonds retired or
being retired (except in case such bonds retired or being retired mature within
two years), unless our "net earnings" for a 12-month period within the
immediately preceding 15-month period shall have been equal to at least two and
one-half times the annual interest on all bonds then outstanding under the
Indenture, including the bonds then applied for but not including any bonds then
being retired, and on all prior lien bonds then outstanding, not including any
prior lien bonds then being retired.
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The term "net earnings" shall mean our earnings (including earnings or loss
of any gas utility business acquired during the period for that part of the
period prior to acquisition) computed by deducting from our revenues our
operating expenses, depreciation and taxes except: (a) charges for the
amortization, write-down or write-off of acquisition adjustments or intangibles;
(b) property losses charged to operations; (c) provisions for income and excess
or other profits taxes imposed on income after the deduction of interest
charges, or charges made in lieu of such taxes; (d) interest charges; and (e)
amortization of debt and stock discount and expense or premium. Any net profit
or net loss from merchandising and jobbing is to be deducted from operating
expenses or added to operating expenses, as the case may be. Net non-operating
income from property and securities not subject to the lien of the Indenture may
be included in revenues but only to the extent of not more than 10% of the total
of such net earnings. No profits or losses on disposition of property or
securities or on the reacquisition of securities shall be included in net
earnings.
"Net property additions" means the amount of $9,000,000, plus the cost or
fair value as of the mortgage date of acquisition thereof, whichever is less, of
property additions (which may not include additions subject to a prior lien)
after January 31, 1954, less all "current provisions for depreciation" made
subsequent to that date, after deducting from such current provisions for
depreciation the amount of the "renewal fund requirement," if any, for the year
1954 (last 11 months) and subsequent years.
"Current provisions for depreciation" for any period means the greater of:
(a) the total of the amounts appropriated for depreciation during such
period on all property of the character of property additions subject to
the lien of the Indenture but not subject to a prior lien, increased or
decreased, as the case may be, by net salvage for such period, such amounts
not to include, however, provisions for depreciation charged to surplus,
charges to income or surplus for the amortization, write-down or write-off
of acquisition adjustments or intangibles, property losses charged to
operations or surplus, or charges to income in lieu of income and excess or
other profits taxes; or
(b) an amount equal to one-twelfth of 2% for each calendar month of
such period (or such lesser percentage as may, at intervals of not less
than five years, be certified by an independent engineer as adequate) of
the original cost, as of the beginning of such month, of all depreciable
property of the character of property additions subject to the lien of the
Indenture but not subject to a prior lien.
As of November 30, 1998, net property additions available as the basis for
the issuance of additional bonds amounted to approximately $376,000,000. As of
November 30, 1998, there were $75,000,000 bondable bond retirements available as
the basis for the issuance of additional bonds. We will issue the New Bonds
first against any newly available bondable bond retirements and the balance
against net property additions.
The Indenture contains no provisions which afford holders of New Bonds
protection in the event we are involved in a highly-leveraged transaction other
than the security afforded by the lien of the Indenture and its restrictions as
to issuance of additional bonds described above.
RENEWAL FUND REQUIREMENT. Under the Indenture, we are required to pay to
the Trustee in each year an amount of cash, as a renewal fund, equal to the
excess, if any, of current provisions for depreciation for that year over the
cost or fair value as of the mortgage date of acquisition, whichever is less, of
property additions for such year. Such amount, which will be the renewal fund
requirement for that year, is subject to reduction by an amount equal to the
amount, certified to the Trustee, of net property additions or bondable bond
retirements, or both, not previously utilized under the Indenture. There was no
renewal fund requirement for any of the years 1954 through 1995. The amounts of
the renewal fund requirement for the years 1996 and 1997 were approximately
$7,000,000 and $18,000,000, respectively, which amounts were reduced by the
utilization of an equivalent amount of net property additions.
RELEASE OF PROPERTY AND WITHDRAWAL CASH. We may sell or otherwise dispose
of and secure the release of any part of the mortgaged property upon deposit
with the Trustee of cash in an amount equal to the fair value of the property
released, which in no event may be less than the consideration received. If,
however, the property to be released is subject to a prior lien, then that
property may be released upon a showing that it has been released from the prior
lien upon due compliance with the release provisions. Cash to be deposited upon
the release of mortgaged property may, subject to certain limitations, be
reduced by an amount not in excess of
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(a) the principal amount of purchase money obligations secured by purchase money
mortgage upon the property to be released, and (b) the principal amount of any
prior lien bonds secured by a prior lien on the property to be released, where
the purchaser has assumed the payment of the bonds. Cash to be deposited may
also be reduced by an amount equal to the amount of net property additions or
bondable bond retirements, or both, not previously utilized under the Indenture.
Cash deposited with the Trustee as a basis for the issuance of bonds may be
withdrawn in an amount equal to 66 2/3% of the amount of net property additions
not previously utilized under the Indenture, or in an amount equal to the amount
of bondable bond retirements not previously utilized under the Indenture, or
both. All other cash (except sinking fund cash) deposited with the Trustee to be
held as part of the mortgaged property may be withdrawn in an amount equal to
the amount of net property additions or bondable bond retirements, or both, not
previously utilized under the Indenture.
MODIFICATION OF INDENTURE. In general, we and the trustee may modify or
alter the Indenture and supplemental indentures and our rights and obligations
along with those of the bondholders, and obtain waivers of compliance with the
Indenture and supplemental indentures upon the affirmative vote of holders of
66 2/3% in principal amount of the bonds entitled to vote with respect to the
matter involved. No modifications or alterations or waivers of compliance are
permitted with respect to the following certain basic matters: (1) terms of
payment of principal, premium, if any, and interest on bonds (but not including
sinking fund requirements), (2) creation of liens ranking prior to or on a
parity with the lien of the Indenture with respect to any of the mortgage
property (other than as permitted by the Indenture) or the deprivation of any
bondholder of his lien, or (3) any reduction of the vote necessary to take such
actions.
DEFAULTS. The following are deemed "completed defaults" under the
Indenture:
- default in the payment of principal on any bonds issued under the
Indenture, including the New Bonds, when due and payable at maturity or
upon redemption or by declaration or as otherwise provided in the
Indenture;
- default for 60 days in the payment of interest on any of such bonds;
- default for 30 days after written notice to us in the payment of
principal or interest (after the expiration of any applicable grace
period) on prior lien bonds;
- default for 90 days after written notice to us in the performance of any
other covenant of the Indenture, including any covenant relating to
sinking fund obligations;
- certain events of bankruptcy and insolvency.
We furnish annually to the Trustee a certificate in respect of our
compliance or noncompliance with the covenants of the Indenture.
If one or more completed defaults occurs and continues, the Trustee or the
holders of not less than 25% in principal amount of the bonds then outstanding
may declare the principal of all such bonds, together with all accrued and
unpaid interest thereon, if not already due, to be due and payable immediately.
No bondholder may enforce the Indenture unless that holder gives the Trustee
written notice of some existing and continuing default and the holders of not
less than 25% in principal amount of the bonds then outstanding request in
writing that the Trustee act and they have given the Trustee a reasonable
opportunity to act. The Trustee is entitled to be indemnified before enforcing
the lien at the request of the bondholders.
If, at any time after the occurrence of a completed default and before the
sale of the mortgage property, we have paid or collected and paid out of the
mortgage property all arrears of principal and interest, together with other
amounts described in the Indenture and we have remedied or cured all other
defaults, if any, to the reasonable satisfaction of the Trustee, then the
Trustee, upon the written request of the holders of a majority in principal
amount of the bonds then outstanding, shall waive any such default.
CONCERNING THE TRUSTEE. Harris Trust and Savings Bank ("Harris") is the
Trustee under the Indenture. We and certain of our affiliates borrow from, and
utilize many of the banking services offered by, Harris in the normal course of
business.
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PLAN OF DISTRIBUTION
We may sell the New Bonds, in one or more series, for reoffering at fixed
or varying prices to the public through underwriting syndicates led by one or
more managing underwriters or through one or more of such firms acting alone.
ABN AMRO Incorporated, Credit Suisse First Boston Corporation, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated,
PaineWebber Incorporated, Prudential Securities Incorporated and Salomon Smith
Barney Inc. are among the firms which may act as managing underwriters. The
prospectus supplement will name the managing underwriter or underwriters for
each series of New Bonds, together with the members of the underwriting
syndicate, if any. If we use an underwriter in the sale, we will execute an
underwriting agreement providing that the obligations of the underwriters are
subject to certain conditions precedent and that the underwriters will be
obligated to purchase all the New Bonds of the series being sold if they
purchase any.
We may sell the New Bonds directly to the public or through agents
designated by us from time to time. Any agent involved in the offer or sale of
the New Bonds of any series will be named in the relevant prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any agent will act on a
best efforts basis for the period of its appointment.
In connection with the sale of any series of the New Bonds, we may
compensate underwriters or agents in the form of discounts, concessions or
commissions. Underwriters, agents or dealers that participate in the
distribution of any series of the New Bonds may be deemed to be underwriters of
such series, and any discounts or commissions received by them from us and any
profit on the resale of the New Bonds of such series by them may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended (the "Securities Act"). The prospectus supplement will describe the
discounts and commissions, all other underwriting compensation, and discounts
and concessions to be allowed or paid to dealers. Underwriters or agents may be
entitled under agreements entered into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act.
Underwriters or agents may be customers of, engage in transactions with, or
perform services for us in the ordinary course of business.
If we use a dealer in the sale of any series of the New Bonds, we will sell
the New Bonds of such series to the dealer as principal. The dealer may then
resell the New Bonds of such series to the public at varying prices to be
determined by that dealer at the time of resale. Other sales may be made,
directly or through agents, to purchasers outside existing trading markets.
LEGAL OPINIONS
Certain legal matters in connection with the offering of the New Bonds will
be passed upon for us by Mayer, Brown & Platt, 190 South LaSalle Street,
Chicago, Illinois 60603, and by Wildman, Harrold, Allen & Dixon, 225 West Wacker
Drive, Chicago, Illinois 60606 for any underwriter, dealer or agent named in the
prospectus supplement.
EXPERTS
The consolidated financial statements and schedule included in the Annual
Report on Form 10-K for the year ended December 31, 1997, incorporated by
reference in this Registration Statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report, and are
incorporated in reliance upon the authority of said firm as experts in giving
said report.
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WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. THIS
PROSPECTUS DOES NOT OFFER TO SELL OR OFFER TO BUY ANY OF THE SECURITIES IN ANY
JURISDICTION TO ANY PERSON WHERE IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION IN THIS PROSPECTUS IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
About This Prospectus................. 2
Where You Can Find More Information... 2
The Company........................... 2
Use of Proceeds....................... 3
Description of Bonds.................. 3
Plan of Distribution.................. 7
Legal Opinions........................ 7
Experts............................... 7
</TABLE>
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[COMPANY LOGO]
$ ,000,000
FIRST MORTGAGE BONDS
% SERIES
DUE
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PROSPECTUS
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<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
THE TERM "COMPANY" REFERS TO NORTHERN ILLINOIS GAS COMPANY.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses of the Company in connection with the issuance and
distribution of the New Bonds:
<TABLE>
<S> <C>
Bond rating fees............................................ $275,000
Trustee's fees and expenses................................. 15,000
Printing.................................................... 60,000
Registration fee -- Securities and Exchange Commission...... 62,550
Legal fees.................................................. 200,000
"Blue Sky" fees and expenses................................ 30,000
Preparation and delivery of New Bonds....................... 15,000
Accountants' fees and expenses.............................. 45,000
Miscellaneous............................................... 32,450
--------
Total............................................. $735,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated in Illinois. Section 8.75 of the Illinois
Business Corporation Act of 1983 permits, and in some circumstances requires,
indemnification of officers, directors and employees of the Company.
The Articles of Incorporation of the Company provide indemnification for
all officers, directors or employees of the Company. Coverage is also extended
to persons who, at the request of the Company, serve, in any capacity, other
corporations, associations or entities. Indemnification is provided, except in
relation to matters as to which it is finally adjudged or determined that the
person breached a duty to the Company, or the person failed to act in good faith
for a purpose which the person reasonably believed to be in the best interest of
the Company, or, in the case of criminal litigation, the person had reasonable
cause to believe that such conduct was unlawful. If the required indemnification
standard is met, indemnification may cover the liabilities and reasonable
expenses of the person.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding, or claims to the extent
covered by contracts of insurance) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Company maintains at its expense insurance policies which insure the
Company and the officers and directors of the Company against certain
liabilities, including certain liabilities which might arise under the
Securities Act of 1933.
ITEM 16. EXHIBITS.
See Exhibit Index, page S-4.
S-1
<PAGE> 11
ITEM 17. UNDERTAKINGS.
RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
ACCELERATION OF EFFECTIVENESS
Reference is made to Item 15, Indemnification of Directors and Officers,
for this Undertaking.
S-2
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and that the security rating requirement
specified in Transaction Requirement B.2. of Form S-3 will be met by the time of
effectiveness and has duly caused this Registration Statement or Amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, at its general office, 1844 Ferry Road, Naperville, Illinois, on the
17th day of December 1998.
NORTHERN ILLINOIS GAS COMPANY
(d/b/a Nicor Gas Company)
By /s/ DAVID L. CYRANOSKI
------------------------------------
David L. Cyranoski
Senior Vice President,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities indicated on December 17, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ THOMAS L. FISHER Chairman, President, Chief Executive Officer
- --------------------------------------------- and Director
Thomas L. Fisher
/s/ DAVID L. CYRANOSKI Senior Vice President, Secretary and
- --------------------------------------------- Treasurer and Principal Financial Officer
David L. Cyranoski
/s/ GEORGE M. BEHRENS Vice President and Controller and Principal
- --------------------------------------------- Accounting Officer
George M. Behrens
ROBERT M. BEAVERS, JR.* Director
JOHN H. BIRDSALL, III* Director
THOMAS A. DONAHOE* Director
JOHN E. JONES* Director
DENNIS J. KELLER* Director
CHARLES S. LOCKE* Director
SIDNEY R. PETERSEN* Director
JOHN RAU* Director
PATRICIA A. WIER* Director
</TABLE>
*By /s/ DOUGLAS M. RUSCHAU
-----------------------------------
Douglas M. Ruschau
(Attorney-in-fact)
S-3
<PAGE> 13
EXHIBIT INDEX
EXHIBITS FILED HEREWITH
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
1.01 Form of proposed Underwriting Agreement.
4.19 Form of proposed Supplemental Indenture.
5.01 Legal Opinion.
23.01 Consent of Independent Public Accountants.
23.02 Consent of Counsel. (Reference is made to Exhibit 5.01 for
this Consent.)
24.01 Powers of Attorney.
25.01 Statement of Eligibility of Trustee (Form T-1).
</TABLE>
EXHIBITS INCORPORATED BY REFERENCE
The exhibits listed below have been heretofore filed with the Securities
and Exchange Commission as exhibits to registration statements or to other
filings with the Commission and are incorporated herein as exhibits by
reference. The file number and exhibit number of each such exhibit are stated,
in parentheses, in the description of such exhibit.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
4.01 Indenture of Commonwealth Edison Company to Continental
Illinois National Bank and Trust Company of Chicago,
Trustee, dated as of January 1, 1954. (File No. 1-7296, Form
10-K for 1995, Exhibit 4.01.)
4.02 Indenture of Adoption of the Company to Continental Illinois
National Bank and Trust Company of Chicago, Trustee, dated
February 9, 1954. (File No. 1-7296, Form 10-K for 1995,
Exhibit 4.02.)
4.03 Supplemental Indenture, dated June 1, 1963, of the Company
to Continental Illinois National Bank and Trust Company of
Chicago, Trustee, under Indenture dated as of January 1,
1954. (File No. 2-21490, Form S-9, Exhibit 2-8.)
4.04 Supplemental Indenture, dated May 1, 1966, of the Company to
Continental Illinois National Bank and Trust Company of
Chicago, Trustee, under Indenture dated as of January 1,
1954. (File No. 2-25292, Form S-9, Exhibit 2-4.)
4.05 Supplemental Indenture, dated June 1, 1971, of the Company
to Continental Illinois National Bank and Trust Company of
Chicago, Trustee, under Indenture dated as of January 1,
1954. (File No. 2-44647, Form S-7, Exhibit 2-03.)
4.06 Supplemental Indenture, dated April 30, 1976, between Nicor
Inc. and Continental Illinois National Bank and Trust
Company of Chicago, Trustee, under Indenture dated as of
January 1, 1954. (File No. 2-56578, Form S-9, Exhibit 2-25.)
4.07 Supplemental Indenture, dated April 30, 1976, of the Company
to Continental Illinois National Bank and Trust Company of
Chicago, Trustee, under Indenture dated as of January 1,
1954. (File No. 2-56578, Form S-9, Exhibit 2-21.)
</TABLE>
S-4
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
4.08 Supplemental Indenture, dated August 15, 1991, of the
Company to Continental Bank, National Association, Trustee,
under Indenture dated as of January 1, 1954. (File No.
1-7296, Form 8-K for August 1991, Exhibit 4-01.)
4.09 Supplemental Indenture, dated May 1, 1993, of the Company to
Continental Bank, National Association, Trustee, under
Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for March 1993, Exhibit 4-02.)
4.10 Supplemental Indenture, dated July 1, 1993, of the Company
to Continental Bank, National Association, Trustee, under
Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for June 1993, Exhibit 4-01.)
4.11 Supplemental Indenture, dated August 15, 1994, of the
Company to Continental Bank, Trustee, under Indenture dated
as of January 1, 1954. (File No. 1-7296, Form 10-Q for
September 1994, Exhibit 4.01.)
4.12 Supplemental Indenture, dated October 15, 1995, of the
Company to Bank of America Illinois, Trustee, under
Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for September 1995, Exhibit 4.01.)
4.13 Supplemental Indenture, dated May 10, 1996, of the Company
to Harris Trust and Savings Bank, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-Q for
June 1996, Exhibit 4.01.)
4.14 Supplemental Indenture, dated August 1, 1996, of the Company
to Harris Trust and Savings Bank, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-Q for
June 1996, Exhibit 4.02.)
4.15 Supplemental Indenture, dated June 1, 1997, of the Company
to Harris Trust and Savings Bank, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-Q for
June 1997, Exhibit 4.01.)
4.16 Supplemental Indenture, dated October 15, 1997, of the
Company to Harris Trust and Savings Bank, Trustee, under
Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for September 1997, Exhibit 4.01.)
4.17 Supplemental Indenture, dated February 15, 1998, of the
Company to Harris Trust and Savings Bank, Trustee under
Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-K for 1997, Exhibit 4.19).
4.18 Supplemental Indenture, dated June 1, 1998, of the Company
to Harris Trust and Savings Bank, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-Q for
June 1998, Exhibit 4.01.)
12.01 Consolidated Ratio of Earnings to Fixed Charges. (File No.
1-7296, Form 10-Q for September 1998, Exhibit 12.01)
</TABLE>
S-5
<PAGE> 1
EXHIBIT 1.01
NORTHERN ILLINOIS GAS COMPANY
$ ,000,000
FIRST MORTGAGE BONDS
% SERIES DUE
UNDERWRITING AGREEMENT
, 199
[Name(s) of Representatives]
As Representative(s) of the several Underwriters
Dear Sirs:
Northern Illinois Gas Company, doing business as Nicor Gas Company (the
"Company") proposes, subject to the terms and conditions stated herein and in
the General Terms and Conditions of Underwriting Agreement in the form of Annex
A hereto, a copy of which you have previously received, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters"), $ ,000,000
aggregate principal amount of the Company's First Mortgage Bonds (the "Bonds").
All of the provisions of such General Terms and Conditions of Underwriting
Agreement are incorporated herein by reference in their entirety, and shall be
deemed to be a part of this Underwriting Agreement to the same extent as if such
provisions had been set forth in full herein. Unless otherwise defined herein,
terms defined in the General Terms and Conditions of Underwriting Agreement are
used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Bonds in the form heretofore
delivered to you is now proposed to be filed or mailed for filing with the
Commission. Such amendment or supplement sets forth the terms of the Bonds.
Subject to the terms and conditions set forth herein, the Company agrees to
issue and sell to the Underwriters, and the Underwriters agree, severally and
not jointly, to purchase from the Company, the principal amount of Bonds set
forth opposite the names of such Underwriters in Schedule I hereto on the
following terms and conditions:
<TABLE>
<S> <C>
Aggregate principal amount of Bonds to be
purchased:................................. $ ,000,000
Rate of interest per annum to be borne by the
Bonds (payable semiannually):.............. % (such rate to be a multiple of .001%)
Maturity date of the Bonds:..................
Price to be paid to the Company for the
Bonds:..................................... % of the principal amount of the Bonds (not less
than 99%) plus accrued interest from date of
Supplemental Indenture to the date of delivery
of the Bonds.
Initial public offering price of the
Bonds:..................................... % of the principal amount of the Bonds plus
accrued interest from date of Supplemental
Indenture to the date of delivery of the Bonds.
(If other, give details.)
Place for delivery of Bonds:.................
Date and time of Time of Delivery:...........
Place for checking Bonds on the business day
prior to Time of Delivery:.................
Redemption and Sinking Fund:................. Any redemption provisions will be as set forth
on Schedule II hereto. No sinking fund will be
provided.
</TABLE>
1
<PAGE> 2
<TABLE>
<S> <C>
Address for notices per Section 12 of the
General Terms and Conditions of
Underwriting Agreement:....................
</TABLE>
If the foregoing is in accordance with your understanding, please sign and
return to us the enclosed counterparts hereof, whereupon it will become a
binding agreement between the Underwriters and the Company in accordance with
its terms. It is understood that your acceptance of this letter on behalf of
each of the Underwriters constitutes your representation that you are authorized
to execute this Underwriting Agreement on behalf of each of the Underwriters.
Very truly yours,
NORTHERN ILLINOIS GAS COMPANY
BY
------------------------------------
TITLE:Senior Vice President,
Secretary and Controller
The foregoing Underwriting Agreement
is hereby
confirmed and accepted as of the
date first above written.
[Name(s) of Representatives]
BY
----------------------------------
TITLE:
On behalf of itself and as Representative(s) of each of the Underwriters
named in Schedule I hereto.
2
<PAGE> 3
SCHEDULE I
<TABLE>
<CAPTION>
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF BONDS
------------------- -------------------------
<S> <C>
</TABLE>
3
<PAGE> 4
SCHEDULE II
(Alternative Redemption Provisions)
[Redemption. The Bonds may not be called for redemption by the Company
prior to . On and thereafter until maturity on ,
on not less than 30 days' notice, the Bonds will be redeemable at the option of
the Company, as a whole at any time or in part from time to time, at the
applicable redemption price (expressed as a percentage of principal amount) set
forth below under "General Redemption Prices," plus accrued and unpaid interest
to the redemption date:
<TABLE>
<CAPTION>
GENERAL REDEMPTION PRICES
- -------------------------------------------------------------------------------------
IF REDEEMED DURING 12 MONTHS'
PERIOD BEGINNING *:
- -------------------------------------------------------------------------------------
YEAR PERCENTAGE YEAR PERCENTAGE
- ------- ---------- ---- ----------
<S> <C> <C> <C>
% %
</TABLE>
DETERMINATION OF GENERAL REDEMPTION PRICES
The general redemption prices, expressed as a percentage of principal
amount, shall be calculated as follows: (a) for the 12-month period beginning
the date of the Supplemental Indenture, the initial public offering price, plus
one year's interest; (b) for the 12-month period beginning one year after the
date of the Supplemental Indenture and for each of the 12-month periods
thereafter through the date years prior to maturity, the price
obtained by deducting from the redemption price during the prior 12-month
period, an amount which will amortize the premium in excess of 100% as specified
in (a) above over the number of 12-month periods between the date of the
Supplemental Indenture and years prior to maturity; (c) for the
years prior to maturity, 100% of the principal amount.
The calculations required shall be made on the basis of the interest rate
specified in the Underwriting Agreement. If any redemption price would not be a
multiple of .01%, such price shall be increased to the next higher such
multiple.
- ---------------
* Insert anniversary date of Supplemental Indenture]
[Redemption. The Bonds may not be called for redemption by the Company
prior to . On and thereafter until maturity on ,
the Bonds, on not less than 30 days' notice, will be redeemable at the option of
the Company, as a whole at any time or in part from time to time, at 100% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date.]
4
<PAGE> 5
ANNEX A
NORTHERN ILLINOIS GAS COMPANY
$ ,000,000
FIRST MORTGAGE BONDS
GENERAL TERMS AND CONDITIONS OF UNDERWRITING AGREEMENT
Northern Illinois Gas Company, an Illinois corporation (the "Company"),
proposes to enter into an Underwriting Agreement into which these General Terms
and Conditions are incorporated by reference (the "Underwriting Agreement") and,
subject to the terms and conditions stated therein, to issue and sell to the
underwriter or underwriters named in Schedule I to the Underwriting Agreement up
to $ ,000,000 aggregate principal amount of its First Mortgage Bonds
(hereinafter called the "Bonds") under the registration statement referred to in
Section 2(a) hereof. Such Bonds will be issued under the Company's Indenture
dated as of January 1, 1954, to Continental Bank, National Association, Trustee
(the "Trustee"), as supplemented by supplemental indentures dated February 9,
1954, April 1, 1956, June 1, 1959, July 1, 1960, June 1, 1963, July 1, 1963,
August 1, 1964, August 1, 1965, May 1, 1966, August 1, 1966, July 1, 1967, June
1, 1968, December 1, 1969, August 1, 1970, June 1, 1971, July 1, 1972, July 1,
1973, April 1, 1975, April 30, 1976, April 30, 1976, July 1, 1976, August 1,
1976, December 1, 1977, January 15, 1979, December 1, 1981, March 1, 1983,
October 1, 1984, December 1, 1986, March 15, 1988, July 1, 1988, July 1, 1989,
July 15, 1990, August 15, 1991, July 15, 1992, February 1, 1993, March 15, 1993,
May 1, 1993, July 1, 1993, August 15, 1994, October 15, 1995, May 10, 1996,
August 1, 1996, June 1, 1997, October 15, 1997, February 15, 1998, and June 1,
1998, respectively, and as to be further supplemented by a Supplemental
Indenture (the "Supplemental Indenture") which will be dated the first or
fifteenth day of the calendar month in which the "Time of Delivery" (as
hereinafter defined) falls, creating the series in which the Bonds are to be
issued. Said Indenture as so supplemented is hereinafter called the "Indenture."
The term "Underwriters" herein shall refer to the several persons, firms and
corporations named in Schedule I to the Underwriting Agreement and the term
"Representatives" herein shall refer to the Underwriters identified as the
Representatives who are acting on behalf of the Underwriters (including
themselves) in the Underwriting Agreement. All obligations of the Underwriters
under the Underwriting Agreement are several and not joint. The terms
"Underwriters", "Representatives", "persons", "firms" and "corporations" shall
include the singular as well as the plural.
The terms of the issuance of the Bonds shall be as specified in the
Underwriting Agreement. The Underwriting Agreement shall constitute an agreement
by the Company and the Underwriters to be bound by all of the provisions of
these General Terms and Conditions of Underwriting Agreement, as follows:
SECTION 1. Sale of Bonds. Sales of the Bonds will be made to the
Underwriters, for whom the Representatives will act as such. The obligation of
the Company to issue and sell any of the Bonds and the obligation of any of the
Underwriters to purchase any of the Bonds shall be evidenced by the Underwriting
Agreement. The Underwriting Agreement shall specify the aggregate principal
amount of Bonds to be purchased, the rate and time of payment of interest to be
borne by the Bonds, the maturity date of the Bonds, the price to be paid to the
Company for the Bonds, the initial public offering price or other offering terms
of such Bonds and the redemption prices and other special terms, if any,
relating to the Bonds, the names of the Underwriters of such Bonds, the names of
the Representatives of such Underwriters and the amount of Bonds to be purchased
by each Underwriter, and, subject to the provisions of Section 3 hereof, shall
set forth the date, time and manner of the delivery of such Bonds. The terms of
the Bonds will be set forth in the Prospectus Supplement (as hereinafter
defined). The Underwriting Agreement shall be in the form of an executed writing
(which may be in counterparts) and may be evidenced by an exchange of telecopied
communications or any other rapid transmission device to produce a written
record of communications transmitted.
<PAGE> 6
SECTION 2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:
(a) A registration statement on Form S-3 with respect to the Bonds,
including a related preliminary prospectus, has been prepared by the
Company in conformity with the requirements of the Securities Act of 1993,
as amended (the "Act"), and the rules and regulations of the Securities and
Exchange Commission (the "Commission") under the Act (the "Regulations"),
and has been filed with the Commission on and, if one or more
amendments to such registration statement, which may include an amended
preliminary prospectus, have been filed with the Commission, such
amendments have been similarly prepared; and such registration statement
has become effective. Such registration statement, as amended to the date
of the Underwriting Agreement, together with the prospectus supplement
referred to below is hereinafter referred to as the "Registration
Statement". Such prospectus as supplemented specifically relating to the
Bonds and filed with the Commission under Rule 424(b) of the Act is
hereinafter referred to as the "Prospectus". The Prospectus has been
prepared by the Company in conformity with the requirements of the Act and
the Regulations. Copies of the Registration Statement and any related
prospectus have been delivered to the Representatives. As used herein,
Registration Statement, Prospectus and preliminary prospectus shall
include, in each case, the material incorporated therein pursuant to Item
12 of Form S-3 filed under the Securities Exchange Act of 1934 (the "1934
Act") on or prior to the date of the Underwriting Agreement, and "amended",
"amendment" or "supplement" with respect to the Registration Statement or
the Prospectus shall be deemed to include the filing by the Company of any
document pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
after the date of the Underwriting Agreement.
(b) The registration statement at the time it became effective, and
the related prospectus and any amendments and supplements thereto filed
prior to the date of the Underwriting Agreement, conformed in all material
respects to the provisions of the Act and the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act") and the rules and regulations of the
Commission thereunder, on the date of the Underwriting Agreement and at the
Time of Delivery (referred to in Section 3) the Registration Statement, the
Prospectus, and any amendments and supplements thereto, and the Indenture,
will conform in all material respects to the Act, the Trust Indenture Act
and the respective rules and regulations of the Commission thereunder; and
at the time the registration statement became effective, the registration
statement and related prospectus did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and at
the date of this Underwriting Agreement and at the Time of Delivery, the
Registration Statement and the Prospectus and any amendments and
supplements thereto do not and will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein not misleading; provided, however, that none of the
representations and warranties in this subsection shall apply to statements
in or omissions from the Registration Statement or Prospectus or any
amendment or supplement thereto made in reliance upon and in conformity
with information respecting the Underwriters furnished to the Company in
writing by or on behalf of any Underwriter through the Representatives
expressly for use in the Registration Statement or Prospectus.
(c) The documents incorporated by reference into the Prospectus, at
the time they were filed with the Commission, complied in all material
respects with the requirements of the 1934 Act and the rules and
regulations of the Commission thereunder (the "1934 Regulations"), and, at
the date of this Underwriting Agreement and at the Time of Delivery, when
read together with the Prospectus and any supplement thereto will not
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and any documents filed after the date of the
Underwriting Agreement and so incorporated by reference in the Prospectus
will, when they are filed with the Commission, comply in all material
respects with the requirements of the 1934 Act and the 1934 Regulations,
and when read together with the Prospectus and any supplement thereto will
not contain an untrue statement of material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.
2
<PAGE> 7
(d) Arthur Andersen LLP are independent public accountants with
respect to the Company and its subsidiaries as required by the Act and the
Regulations.
(e) The financial statements included in the Registration Statement
present fairly the financial position of the Company and its consolidated
subsidiaries as of the dates indicated and the results of their operations
for the periods specified, and said financial statements have been prepared
in conformity with generally accepted accounting principles applied on a
consistent basis during the periods involved.
(f) The Company is a corporation in good standing, duly organized and
validly existing under the laws of Illinois, and has due corporate
authority to carry on the business in which it is engaged and to own and
operate the properties used by it in such business as described in the
Prospectus. The Company's subsidiary constitutes less than 5% of its
consolidated assets and during the year ended December 31, 1998 contributed
less than 5% of its consolidated annual operating revenues and net income,
and the Company does not consider its subsidiary to be material.
(g) The execution and delivery of the Underwriting Agreement have been
duly authorized by the Company and the Underwriting Agreement constitutes a
valid and legally binding obligation of the Company; the Bonds have been
duly authorized, and when issued and delivered pursuant to the Underwriting
Agreement and the Indenture, will have been duly executed, authenticated,
issued and delivered and will constitute valid and legally binding
obligations of the Company in accordance with their respective terms,
entitled to the benefits provided by the Indenture; the Supplemental
Indenture has been duly authorized in substantially the form filed as an
exhibit to the Registration Statement and, when executed and delivered by
the Company and the Trustee, will constitute a valid and legally binding
instrument enforceable in accordance with its terms, except to the extent
the enforceability of the Bonds and the Indenture may be limited by
bankruptcy, insolvency, reorganization or other laws of general application
relating to or affecting the enforcement of creditors' rights or general
equity principles; and the Indenture and the Bonds as executed and
delivered will conform in all material respects to the descriptions thereof
in the Prospectus.
(h) The issue and sale of the Bonds and the compliance by the Company
with all of the provisions of the Bonds, the Indenture, and the
Underwriting Agreement and the transactions contemplated thereby will not
conflict with or result in any breach or violation of any of the provisions
of, or constitute (disregarding any grace or notice period) a default
under, or result in the imposition of any lien, charge or encumbrance upon
any property or assets of the Company pursuant to the terms of, any other
indenture, or any mortgage, loan agreement, contract, note, lease or other
agreement or instrument to which the Company is a party or by which the
Company may be bound or to which any of the property or assets of the
Company is subject, nor will such action result in any violation of the
provisions of the charter or by-laws of the Company or any statute or any
order, rule or regulation applicable to the Company of any court or any
federal, state or other regulatory authority or other governmental body
having jurisdiction over the Company or any of its properties.
(i) Since the respective dates as of which information is given in the
Registration Statement and Prospectus and except as may otherwise be stated
or contemplated therein; (i) there has not been any material adverse change
in the condition, financial or otherwise, of the Company and its
subsidiaries considered as one enterprise, or in the earnings, affairs,
business prospects or properties of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course
of business or arising from any court or governmental action, order or
decree, and (ii) there has been no transaction entered into by the Company
or any subsidiary which is material to the Company and its subsidiaries
considered as one enterprise, other than transactions in the ordinary
course of business.
(j) Except as set forth in the Prospectus, the Company, with minor
exceptions, and subject to noncompliance with certain procedural and other
requirements in the procurement and granting of gas franchises in a number
of smaller municipalities formerly served by Mid-Illinois Gas Company, has
statutory authority, franchises, licenses, rights-of-way, easements and
consents, free from unduly burdensome restrictions and adequate for the
conduct of the business in which it is engaged.
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(k) The Illinois Commerce Commission has entered an order authorizing
the issue and sale of the Bonds by the Company upon terms consistent with
the Underwriting Agreement, and no other consent, approval, authorization
or other order or filing with any regulatory or governmental body is
required for the issuance and sale of the Bonds and consummation of the
transactions contemplated hereby, except such consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or Blue Sky laws in connection with the purchase and
distribution of the Bonds by the Underwriters.
(l) The Company is not in violation of its charter or, except as
disclosed in the Prospectus, in default in the performance or observance of
any obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument to
which it is a party or by which it or its property is bound or affected
which is material to the Company and its subsidiary considered as one
enterprise.
(m) Except as set forth in the Registration Statement and Prospectus,
there are no legal or governmental proceedings pending to which the Company
or its subsidiary is a party or of which any property of the Company or its
subsidiary is the subject, and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated by governmental authorities
or threatened by others, other than proceedings which, if determined
adversely to the Company and its subsidiary, would not individually or in
the aggregate have a material adverse effect on the business, properties,
financial position, net worth or results of operations of the Company and
its subsidiary considered as a whole.
(n) the Company has good and sufficient title to all property
described or referred to in the Indenture and purported to be conveyed
thereby (except property released from the lien of the Indenture in
connection with the sale or other disposition thereof), subject only to the
lien of the Indenture and to permitted liens as defined therein; the
Indenture has been duly filed for recordation in such manner and in such
places as is required by law in order to give constructive notice of,
establish, preserve and protect the lien of the Indenture; the Indenture
constitutes a valid, direct first mortgage lien, subject only to permitted
liens, on substantially all property of the Company, except property
expressly excepted by the terms of the Indenture; the Indenture will, when
recorded or registered by the Company in accordance with its covenants
under the Indenture, constitute a valid, direct first mortgage lien on all
property of the character of that now subject to the lien of the Indenture
hereafter acquired by the Company, subject only to permitted liens and to
liens, if any, existing or placed on such after-acquired property at the
time of the acquisition thereof;
Any certificate signed by any officer of the Company and delivered to you
or to Underwriters' counsel shall be deemed a representation and warranty by the
Company to each Underwriter as to the statements made therein.
SECTION 3. Purchase, Sale and Delivery of Bonds. Following the execution of
the Underwriting Agreement, the several Underwriters propose to make a public
offering of their respective portions of the Bonds as soon as in the
Representatives' judgment it is advisable upon the terms and conditions set
forth in the Prospectus Supplement.
The Bonds to be purchased by each Underwriter pursuant to the Underwriting
Agreement, in definitive form and registered in such names as the
Representatives may request upon at least forty-eight hours' prior notice to the
Company, shall be delivered by or on behalf of the Company to the
Representatives for the respective accounts of the several Underwriters, against
payment therefor as specified in the Underwriting Agreement in immediately
available funds, at the office of Mayer, Brown & Platt, 190 South LaSalle
Street, Chicago, Illinois 60603 (except as hereinafter provided with respect to
delivery of such Bonds), at the time and date specified in the Underwriting
Agreement or at such other place and time and date as the Representatives and
the Company may agree upon in writing, such time and date being herein called
the "Time of Delivery". If specified by the Representatives in the Underwriting
Agreement, delivery of the Bonds will be made at the Time of Delivery at such
place in New York, New York as shall have been so specified against payment
therefor in Chicago as aforesaid.
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SECTION 4. Covenants of the Company. The Company covenants with each
Underwriter that:
(a) The Company will notify the Representatives immediately and
confirm the notice in writing (i) of the receipt of any request by the
Commission for any amendment or supplement to the Registration Statement or
the Prospectus or any amendment or supplement thereto or for additional
information, and (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the
initiation or threatened initiation of any proceedings for that purpose or
of the suspension or threatened suspension of the qualification of the
Bonds for offering or sale in any jurisdiction. The Company will make every
reasonable effort to prevent the issuance by the Commission of any stop
order and, if any such stop order shall at any time be issued, to obtain
the lifting thereof at the earliest moment.
(b) The Company will not file any amendment to the Registration
Statement or any amendment or supplement to the Prospectus (including a
prospectus filed pursuant to Rule 424 and including documents deemed to be
incorporated by reference into the Prospectus) without first having
furnished the Representatives with a copy of the proposed form thereof and
given the Representatives a reasonable opportunity to review and comment
respecting the same and having given reasonable consideration to any
comments or objections made by the Representatives.
(c) The Company will deliver to each of the Representatives, as soon
as available, one signed copy of the Registration Statement as originally
filed and of each amendment thereto, including, in each case, documents
incorporated by reference into the Registration Statement and one set of
exhibits thereto (other than exhibits incorporated by reference which will
be furnished upon specific request), and will also deliver to the
Representatives a reasonable number of conformed copies of the Registration
Statement as originally filed and of each amendment and post-effective
amendment thereto including such incorporated documents (without exhibits)
for each of the Underwriters.
(d) The Company will deliver to each Underwriter from time to time
during the period when a prospectus is required to be delivered under the
Act such number of copies of the Prospectus (as amended or supplemented and
including incorporated documents) as the Representatives may reasonably
request for the purposes contemplated by the Act or the Regulations;
provided, however, that the delivery of copies of the Prospectus (as
amended or supplemented and including incorporated documents) more than
nine months after the date of the Underwriting Agreement shall be at the
expense of the Underwriter requesting such delivery.
(e) During the period when a prospectus is required to be delivered
under the Act, the Company will comply so far as it is able, and at its own
expense (for a period not to exceed nine months), with all requirements
imposed upon it by the Act, and by Sections 13 and 14 of the 1934 Act, as
now or hereafter amended, and by the Regulations, as from time to time in
force, so far as necessary to permit the continuance of sales of or dealing
in the Bonds during such period in accordance with the provisions hereof
and of the Prospectus.
(f) If any event shall occur as a result of which it is necessary, in
the opinion of counsel for the Company and of Underwriters' counsel, to
amend or supplement the Prospectus in order to make the Prospectus not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it is necessary to amend or supplement the
Prospectus to comply with law, the Company will forthwith prepare and
furnish to the Underwriters, without expense to them except as otherwise
provided in subsection (d) of this Section 4, a reasonable number of copies
of an amendment or amendments or a supplement or supplements to the
Prospectus (in the form referred to in subsection (b) of this Section 4)
which will amend or supplement the Prospectus so that as amended or
supplemented it will not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein not misleading, or so that the Prospectus will comply with law. For
the purposes of this subsection, the Company will furnish such information
as the Representatives may from time to time reasonably request.
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<PAGE> 10
(g) The Company will endeavor in good faith, in cooperation with the
Underwriters, to qualify the Bonds for offering and sale under the
applicable securities laws of such jurisdictions as the Representatives may
designate; provided, however, that the Company shall not be obligated to
file any general consent to service or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so
qualified. In each jurisdiction where any of the Bonds shall be qualified
as above provided, the Company will make and file such statements and
reports in each year as are or may be reasonably required by the laws
thereof.
(h) The Company will make generally available to its security holders
as soon as practicable, but not later than 75 days after the close of the
period covered thereby, an earnings statement (in form complying with the
provisions of Section 11(a) of the Act and the Regulations thereunder
(including, at the option of the Company, Rule 158), which need not be
certified by independent public accountants unless required by the Act or
the Regulations), covering a twelve-month period beginning on the first day
of the calendar quarter following the Time of Delivery.
(i) The Company agrees that it will not publicly offer or sell any
intermediate or long-term debt between the date of the Underwriting
Agreement and Time of Delivery without the prior written consent of the
Representatives.
SECTION 5. Payment of Expenses. The Company will pay all expenses incident
to the performance of its obligations under the Underwriting Agreement,
including (i) the printing and filing by the Company of the registration
statement and the printing of the Underwriting Agreement, any Agreement Among
Underwriters, any Selling Agreement, the Supplemental Indenture and the
Underwriters' Questionnaire, (ii) the authorization, issuance and delivery of
the Bonds to the Underwriters, including the printing and engraving of the
Bonds, and all taxes, if any, upon the issuance and sale of the Bonds to the
Underwriters, (iii) the qualification of the Bonds under the securities laws of
the various jurisdictions in accordance with the provisions of subsection (g) of
Section 4, including filing fees and fees and disbursements of Underwriters'
counsel in connection with such qualification and in connection with the
preparation of the Blue Sky Survey (such fees of Underwriters' counsel not to
exceed $ in the aggregate), (iv) any fees charged by securities rating
services for rating the Bonds, (v) the fees and expenses of the Trustee and its
counsel in connection with the Bonds and the Supplemental Indenture, (vi) the
printing and delivery to the Underwriters and dealers in quantities as
hereinbefore stated of copies of the registration statement and all amendments
thereto, of any preliminary prospectuses and amended preliminary prospectuses,
of the Registration Statement and any amendments thereto, and of the Prospectus
and any amendments or supplements thereto, and (vii) the cost of printing and
delivery to the Underwriters of copies of the Blue Sky Survey.
If this Agreement is terminated by the Representatives in accordance with
the provisions of Section 6 or Section 10(b), or is prevented by the Company
from becoming effective in accordance with the provisions of Section 10(a), the
Company shall reimburse the Underwriters severally for their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters incurred in connection with the offering.
SECTION 6. Conditions of Underwriters' Obligations. The several obligations
of the Underwriters hereunder are subject to the accuracy of and compliance with
the representations and warranties of the Company herein contained, to the
performance by the Company of its obligations hereunder and to the following
further conditions:
(a) At the Time of Delivery no stop order suspending the effectiveness
of the Registration Statement shall have been issued under the Act or
proceedings therefor initiated or threatened by the Commission.
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<PAGE> 11
(b) At the Time of Delivery the Representatives shall have received:
(1) The favorable opinion, dated as of the Time of Delivery, of
Mayer, Brown & Platt, counsel for the Company, in form and substance
satisfactory to counsel for the Underwriters, to the effect that:
(i) the Company is a corporation in good standing, duly
organized and validly existing under the laws of the State of
Illinois and has due corporate authority to carry on the business in
which it is engaged and to own and operate the properties used by it
in such business;
(ii) the Indenture is in due and proper form, has been duly and
validly authorized by the necessary corporate action and by orders
duly entered by the Illinois Commerce Commission; no authorization,
approval, consent, certificate or order of any other state commission
or regulatory authority or of any federal commission or regulatory
authority not already obtained is required in respect of the
execution and delivery of the Indenture; and the Indenture has been
duly and validly executed and delivered and is a valid and
enforceable instrument in accordance with its terms, except as
enforcement of provisions of the Indenture may be limited by
bankruptcy or other laws of general application affecting the
enforcement of creditors' rights and by general equity principles;
(iii) the Bonds are in due and proper form; the issue and sale
of the Bonds by the Company in accordance with the terms of the
Underwriting Agreement have been duly and validly authorized by the
necessary corporate action and by order duly entered by the Illinois
Commerce Commission; no authorization, approval, consent, certificate
or order of any other state commission or regulatory authority or of
any federal commission or regulatory authority not already obtained
is required in respect of such issue and sale (except such consents,
approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Bonds by the Underwriters); the
Bonds have been duly executed and delivered to the Underwriters
against payment of the agreed consideration therefor and, assuming
due authentication thereof by the Trustee, constitute valid and
enforceable obligations of the Company in accordance with their
terms, secured by the lien of and, with like exception as noted in
the foregoing subdivision (ii), entitled to the benefits provided by
the Indenture, and the registered owners of the Bonds will be
entitled to the payment of principal and interest, and premium in
case of redemption, as therein provided; the Bonds and the Indenture
conform as to legal matters in all material respects with the
statements concerning them made in the Prospectus, and such
statements accurately set forth the matters respecting the Bonds and
the Indenture required to be set forth in the Prospectus;
(iv) The Registration Statement is effective under the Act and
the Indenture has been duly qualified under the Trust Indenture Act,
and to the best of the knowledge of said counsel no proceedings for a
stop order are pending or threatened under Section 8(d) of the Act;
(v) the execution and delivery of the Underwriting Agreement by
the Company has been duly authorized by the necessary corporate
action, and the Underwriting Agreement has been duly executed and
delivered by the Company;
(vi) the issue and sale of the Bonds and the compliance by the
Company with all of the provisions of the Bonds, the Indenture and
the Underwriting Agreement will not conflict with or result in a
breach or violation of any of the provisions of, or constitute
(disregarding any grace or notice period) a default under, any
indenture, mortgage, loan agreement, contract, note, lease or other
agreement or instrument, known to such counsel, to which the Company
is a party or by which the Company is bound or to which any of the
property or assets of the Company is subject (with such exceptions as
are in the aggregate not material to the business or financial
condition of the Company or the validity of the Bonds), nor will such
action result in any violation of the provisions of the Charter or
By-Laws of the Company, or, to the best of their
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<PAGE> 12
knowledge, any statute or any order, rule or regulation applicable to
the Company of any court or governmental agency or body having
jurisdiction over the Company or any of its properties (except such
consents, approvals, authorizations, registrations or qualifications
as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Bonds by the
Underwriters);
(vii) at the time the registration statement became effective,
the registration statement and the related prospectus (other than the
financial statements and notices thereto and supporting schedules and
other financial information included therein, as to which no opinion
need be rendered) complied as to form in all material respects with
the requirements of the Act and the Trust Indenture Act and the
Regulations;
(viii) with minor exceptions, and subject to noncompliance with
certain procedural and other requirements in the procurement and
granting of gas franchises in a number of smaller municipalities
formerly served by Mid-Illinois Gas Company, the Company holds
franchises from all of the incorporated cities and villages included
in the communities in which the Company renders gas service; all of
the franchises so held by the Company are valid and subsisting and
authorize it to engage in the business conducted by it in the
respective municipalities granting such franchises; the Company also
holds certificates of public convenience and necessity issued by the
Illinois Commerce Commission, which are valid and subsisting and
constitute due authorization by such commission for the conduct by
the Company of its operations in all areas served;
(ix) to the best of their knowledge and information, there are
no contracts, indentures, mortgages, loan agreements, notes, leases
or other instruments of a character required to be described in the
Registration Statement or Prospectus or to be filed as exhibits to
the Registration Statement other than those described therein or
filed or incorporated by reference as exhibits thereto and the
descriptions thereof or reference thereto are correct; and
(x) except as disclosed in the Prospectus, there are no material
pending or threatened legal proceedings, considering the Company and
the subsidiaries as a single enterprise, known to said counsel, to
which the Company or any subsidiary is a party or of which property
of the Company or any subsidiary is the subject, and to the best of
the knowledge of said counsel there are no such proceedings
contemplated by governmental authorities.
Such counsel shall further state that, based upon their participation in
the preparation of the Registration Statement and the Prospectus, and
any amendment or supplement thereto, and upon their review and
discussions of the contents thereof, but without independent check or
verification except as specified, nothing has come to their attention
that has caused them to believe that the Registration Statement, at the
time it became effective, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the
Prospectus, and any amendment or supplement thereto, at the date the
Registration Statement became effective, the date of this Agreement or
at the Time of Delivery, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
(2) The favorable opinion of Wildman, Harrold, Allen & Dixon,
counsel for the Underwriters, with respect to the incorporation of the
Company, the validity of the Bonds and the Indenture, the Registration
Statement, the Prospectus and other related matters as the
Representatives may reasonably request; provided that any opinion
requested with respect to the jurisdiction of regulatory authorities
(other than the Illinois Commerce Commission, the Securities and
Exchange Commission and state securities or Blue Sky authorities) and
the matters in subdivisions (vi) and (ix) above will rely upon the
opinion of Mayer, Brown & Platt.
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(c) At the effective date of the Registration Statement and at the
Time of Delivery the Representatives shall have received a letter from
Arthur Andersen LLP, dated the effective date or Time of Delivery,
respectively, in form and substance satisfactory to the Representatives,
advising that (i) they are independent public accountants with respect to
the Company and its subsidiaries as required by the Act and the 1934 Act
and the applicable Regulations, (ii) in their opinion, the audited
consolidated financial statements and any supplemental financial
information and schedules of the Company examined by them and incorporated
by reference in the Registration Statement and Prospectus comply as to form
in all material respects with the applicable accounting requirements of the
Act, the 1934 Act and the applicable Regulations, (iii) on the basis of a
reading of the latest available unaudited interim consolidated financial
statements prepared by the Company, a reading of the minutes of meetings of
the shareholder and the board of directors and executive committee of the
Company and its subsidiaries, consultation with officers of the Company
responsible for financial and accounting matters and other specified
procedures, nothing has come to their attention which caused them to
believe that (A) the unaudited interim condensed consolidated financial
statements included or incorporated by reference in the Prospectus do not
comply as to form in all material respects with the applicable accounting
requirements of the Act, the 1934 Act and the applicable Regulations or are
not in conformity with generally accepted accounting principles applied on
a basis substantially consistent with that of the audited financial
statements incorporated as aforesaid, (B) the unaudited income statement
data and balance sheet data (other than such data for the periods referred
to in (A) above) included or incorporated by reference in the Prospectus do
not agree with the corresponding items in the audited or unaudited, as the
case may be, financial statements from which such data were derived or were
not determined on a basis substantially consistent with that of the
corresponding amounts included in the audited consolidated financial
statements of the Company incorporated in the Registration Statement and
Prospectus, or (C) at a specified date within five business days of the
date of such letter with respect to (1) below, and during the period from
the date of the latest audited consolidated financial statements or
unaudited interim condensed consolidated financial statements, as the case
may be, incorporated in the Prospectus to the date of the latest available
unaudited interim consolidated financial statements (if any) prepared by
the Company with respect to (2) below, except in all instances as set forth
in or contemplated by the Prospectus or as set forth in such letter: (1)
there was any increase in the consolidated long-term debt of the Company
and its subsidiaries, as compared with the amounts set forth in the latest
balance sheet included or incorporated by reference in the Prospectus, or
(2) there were any decreases in consolidated operating income or net income
as compared with the corresponding period in the preceding year; and (iv)
they have carried out specified procedures performed for the purpose of
comparing certain financial information and percentages (which is limited
to financial information derived from general accounting records of the
Company) specified by the Representatives and appearing in the Registration
Statement or in schedules or exhibits to the Registration Statement or in
the Prospectus or in documents incorporated by reference in the Prospectus
with indicated amounts in the financial statements or accounting records of
the Company and (excluding any questions of legal interpretation and, in
the case of the letter delivered at the Time of Delivery, any exceptions
disclosed in the letter delivered at the Effective Date) have found such
information and percentages to be in agreement with the relevant accounting
and financial information of the Company referred to in such letter in the
description of the procedures performed by them. If such letter discloses
any material adverse decreases or increases, as the case may be, in the
items specified in item (iii) (C) above which are not set forth in or
contemplated by the Prospectus which, in the judgment of the
Representatives, makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Bonds on the terms and in the manner
contemplated by the Prospectus, this Agreement and all obligations of the
Underwriters hereunder may be cancelled by the Representatives by notifying
the Company in the manner and with the effect provided below in the last
sentence of this Section 6.
(d) At the Time of Delivery the Representatives shall have received a
certificate of the Chairman, President, Vice President and principal
financial officer, Vice President and principal accounting officer or
Treasurer of the Company, dated as of the Time of Delivery, to the effect
that the signer of such certificate has carefully examined the Registration
Statement, the Prospectus and any amendment or
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<PAGE> 14
supplement thereto and the Underwriting Agreement and that, in his opinion,
at the time the Registration Statement became effective, the Registration
Statement did not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order
to make the statements therein not misleading, and at the date of the
Underwriting Agreement the Prospectus did not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not
misleading, and since the date of the Underwriting Agreement, no event has
occurred which should have been set forth in an amendment of or supplement
to the Prospectus which has not been so set forth; and no stop order
suspending the effectiveness of the Registration Statement has been issued
and no proceedings therefor have been instituted or threatened by the
Commission; and to the further effect that all the representations and
warranties contained in Section 2 hereof are true and correct, with the
same force and effect as though expressly made at the Time of Delivery.
(e) At the Time of Delivery the rating assigned by any nationally
recognized securities rating agency to any debt securities of the Company
as of the date of the Underwriting Agreement shall not have been lowered
since the date of the Underwriting Agreement and no such agency shall have
publicly announced that it has placed any of such debt securities on what
is commonly termed a "watch list" for possible downgrading.
(f) At the Time of Delivery counsel for the Underwriters shall have
been furnished with such documents and opinions as they may reasonably
require for the purpose of enabling them to pass upon the sale of the Bonds
as herein contemplated and related proceedings, or in order to evidence the
accuracy or completeness of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Company in connection with the sale of the Bonds
as herein contemplated shall be satisfactory in form and substance to the
Representatives and counsel for the Underwriters.
If any of the conditions specified in this Section shall not have been
fulfilled when and as required by this Agreement to be fulfilled, this Agreement
and all obligations of the Underwriters hereunder may be cancelled by the
Representatives by notifying the Company of such cancellation in writing or by
telecopy at any time at or prior to the Time of Delivery and any such
cancellation shall be without liability of any party to any other party except
as otherwise provided in this Agreement.
SECTION 7. Condition of Company's Obligations. The obligations of the
Company to sell and deliver the Bonds are subject to the following conditions:
that at the Time of Delivery no stop order suspending the effectiveness of the
Registration Statement shall have been issued or proceedings therefor initiated
or threatened; that the order of the Illinois Commerce Commission, referred to
in Section 2(k), shall be in full force and effect substantially in the form in
which such order shall originally have been entered; and that the Indenture
shall be qualified under the Trust Indenture Act.
SECTION 8. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of the Act or the 1934 Act, as follows:
(i) against any and all loss, liability, claim, damage and expense,
whatsoever, arising out of any untrue statement or alleged untrue statement
of a material fact contained in the registration statement as it became
effective, or in any amendment thereto, or in the Registration Statement
(or any amendment thereto), or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, or arising out of any untrue statement
or alleged untrue statement of a material fact contained in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in light of the circumstances under
which they were made, not misleading, unless such untrue statement or
omission or such alleged untrue statement or omission was made in reliance
upon and in conformity with written information respecting the Underwriters
furnished to the Company by or on behalf of any Underwriter through the
Representatives
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<PAGE> 15
expressly for use in the Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto);
(ii) against any and all loss, liability, claim, damage and expense
whatsoever to the extent of the aggregate amount paid in settlement of any
litigation, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission or any such alleged untrue statement
or omission, if such settlement is effected with the written consent of the
Company; and
(iii) against any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent
that any such expense is not paid under (i) or (ii) above, and, in the case
of (i) above, unless such untrue statement or omission or such alleged
untrue statement or omission was made in reliance upon and in conformity
with written information respecting the Underwriters furnished to the
Company by or on behalf of any Underwriter through the Representatives
expressly for use in the Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto), or, in the case
of (ii) above, provided such settlement is effected with the written
consent of the Company.
This indemnity agreement is subject to the condition that, insofar as it
relates to any untrue statement, alleged untrue statement, omission or alleged
omission made in a preliminary prospectus or preliminary prospectus supplement,
but eliminated or remedied in the Prospectus, such indemnity agreement shall not
inure to the benefit of any Underwriter from whom the person asserting any loss,
liability, claim or damage purchases the Bonds which are the subject thereof (or
to the benefit of any person who controls such Underwriter) if such Underwriter
fails to send or give a copy of the Prospectus (excluding documents incorporated
by reference) to such person prior to or together with written confirmation of
the sale of such Bonds to such person and the delivery thereof would have
constituted a defense to the claim by such person.
In no case shall the Company be liable under this indemnity agreement with
respect to any claim made against any Underwriter or any such controlling person
unless the Company shall be notified in writing of the nature of the claim
within a reasonable time after the assertion thereof, but failure to so notify
the Company shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. The Company shall be entitled to
participate at its own expense in the defense, or, if it so elects, within a
reasonable time after receipt of such notice, to assume the defense of any suit
brought to enforce any such claim, but if it so elects to assume the defense,
such defense shall be conducted by counsel chosen by it and approved by the
Underwriter or Underwriters or controlling person or persons, defendant or
defendants in any suit so brought, which approval shall not be unreasonably
withheld. In the event that the Company elects to assume the defense of any such
suit and retains such counsel, the Underwriter or Underwriters or controlling
person or persons, defendant or defendants in the suit shall thereafter bear the
fees and expenses of any additional counsel retained by them. In the event that
the parties to any such action (including impleaded parties) include both the
Company and one or more Underwriters and any such Underwriter shall have been
advised by counsel chosen by it and satisfactory to the Company that there may
be one or more legal defenses available to it which are different from or
additional to those available to the Company, the Company shall not have the
right to assume the defense of such action on behalf of such Underwriter and
will reimburse such Underwriter and any person controlling such Underwriter as
aforesaid for the reasonable fees and expenses of any counsel retained by them,
it being understood that the Company shall not, in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expense of more than one separate firm of attorneys for all
such Underwriters and controlling persons, which firm shall be designated in
writing by the Representatives. The Company agrees to notify the Representatives
within a reasonable time of the assertion of any claim against it, any of its
officers or directors or any person who controls the Company within the meaning
of the Act or the 1934 Act, in connection with the sale of the Bonds.
(b) Each Underwriter severally agrees that it will indemnify and hold
harmless the Company, its directors, and each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act or the 1934 Act, to the same extent as the indemnity
contained in
11
<PAGE> 16
subsection (a) of this Section, but only with respect to statements or omissions
made in the registration statement as it became effective, or in any amendment
thereto, or in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information respecting the Underwriters furnished to the
Company by or on behalf of such Underwriter through the Representatives
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto). In case any action
shall be brought against the Company or any person so indemnified based on the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) and in respect of which indemnity may be sought
against any Underwriter, such Underwriter shall have the rights and duties given
to the Company, and the Company and each person so indemnified shall have the
rights and duties given to the Underwriters, by the provisions of subsection (a)
of this Section.
(c) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities
and also the relative fault of the Company on the one hand and the Underwriters
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact, or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (c) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (c). Notwithstanding the provisions of this
subsection (c), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (c) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(d) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act or the 1934 Act; and the obligations
of the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning of the Act or
the 1934 Act.
SECTION 9. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in the
Underwriting Agreement and/or contained in certificates of officers of the
Company submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or any controlling person of any Underwriter, or by or on behalf of the Company,
and shall survive payment for and delivery of the Bonds.
SECTION 10. Effective Date of the Underwriting Agreement and Termination
Thereof. (a) The Underwriting Agreement shall become effective at the time of
the initial public offering by the Underwriters of any of the Bonds. The time of
the initial public offering shall mean 12:00 noon, New York City time, on the
first full business day after the Underwriting Agreement is executed or at such
time as the Representatives may authorize the sale of the Bonds to the public by
the Underwriters or other securities dealers, whichever shall
12
<PAGE> 17
first occur. The Representatives or the Company may prevent the Underwriting
Agreement from becoming effective without liability of any party to any other
party, except as otherwise provided in the Underwriting Agreement, by giving the
notice indicated below in this Section prior to the time the Underwriting
Agreement would otherwise become effective as herein provided.
(b) The Representatives shall have the right to terminate the Underwriting
Agreement by giving the notice indicated below in this Section at any time at or
prior to the Time of Delivery if (i) the Company shall have sustained since the
respective dates as of which information is given in the Prospectus any material
loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree; or (ii) since the respective
dates as of which information is given in the Prospectus there shall have been
any material increase in the long-term debt, or any material adverse change, or
any development involving a prospective material adverse change, in or affecting
the general business affairs, management, financial position, results of
operations, or business prospects of the Company and its subsidiaries considered
as one enterprise, otherwise than as set forth or contemplated in the
Prospectus, the effect of which, in any such case described in clause (i) or
(ii), in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Bonds on
the terms and in the manner contemplated in the Prospectus; or (iii) there shall
have occurred the outbreak or escalation of hostilities involving in a
significant way the armed forces of the United States, or the declaration by the
United States, on or after the date of the Underwriting Agreement, of a national
emergency or war, or there shall have occurred a general suspension or
limitation of trading in securities on the New York or American Stock Exchanges,
or the establishment of minimum prices on either such Exchange, or a general
moratorium on commercial banking activities in New York is declared by either
federal or New York state authorities, the effect of which in the judgment of
the Representatives makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Bonds on the terms and in the manner
contemplated in the Prospectus. If the Representatives shall so terminate the
Underwriting Agreement, such termination shall be without liability of any party
to any other party except as otherwise provided in the Underwriting Agreement.
(c) If the Representatives elect to prevent the Underwriting Agreement from
becoming effective or to terminate the Underwriting Agreement as provided in
this Section, the Company and each other Underwriter shall be notified promptly
by the Representatives, by telephone or telegram, confirmed by letter. If the
Company elects to prevent the Underwriting Agreement from becoming effective as
provided in this Section, the Representatives shall be notified promptly by the
Company by telephone or telegram, confirmed by letter.
SECTION 11. Default of Underwriters. If any one or more of the Underwriters
shall fail at the Time of Delivery to purchase the amount of Bonds which it or
they are obligated to purchase hereunder (the "Defaulted Bonds"), then the
Representatives shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any other
underwriters, to purchase all, but not less than all, of the Defaulted Bonds in
such amounts as may be agreed upon and upon the terms herein set forth. If,
however, during such 24 hours the Representatives shall not have completed such
arrangements for the purchase of all of the Defaulted Bonds, then the Company
shall be entitled to a further period of 24 hours within which to procure
another party of parties satisfactory to the Representatives to purchase all of
such Defaulted Bonds on such terms. If, after giving effect to any arrangements
for the purchase of Defaulted Bonds by the Representatives and the Company as
provided above, then:
(a) if the amount of Defaulted Bonds does not exceed 10% of the
aggregate principal amount of the Bonds being sold hereunder, the
non-defaulting Underwriters shall be obligated to purchase severally the
full amount thereof in the proportions that their respective underwriting
obligations hereunder bear to the underwriting obligations of all
non-defaulting Underwriters, or
(b) if the amount of Defaulted Bonds exceeds 10% of the aggregate
principal amount of the Bonds being sold hereunder, the Underwriting
Agreement shall terminate without any liability on the part of the Company
or any non-defaulting Underwriter.
The termination of the Underwriting Agreement pursuant to this Section
shall be without liability on the part of the Company or any of said
non-defaulting Underwriters, except for the respective obligations of the
13
<PAGE> 18
Company and the Underwriters pursuant to Section 8 and except that the Company
shall be obligated to reimburse the Underwriters for their out-of-pocket
expenses (including reasonable fees and disbursements of counsel for the
Underwriters) incurred in connection with the offering if the Underwriting
Agreement could have been terminated by the Representatives pursuant to Section
6 or 10(b).
Nothing herein shall relieve any Underwriter so defaulting from liability,
if any, for such default.
In the event of a default by any one or more Underwriters as set forth in
this Section, either the Representatives or the Company shall have the right to
postpone the Time of Delivery for an additional period not exceeding 7 days in
order that any required changes in the Registration Statement and Prospectus or
in any other documents or arrangements may be effected.
SECTION 12. Notices. Except as otherwise provided in the Underwriting
Agreement, all communications under the Underwriting Agreement shall be in
writing, and, if sent to the Underwriters, shall be mailed, delivered or
telecopied and confirmed to the address of the Representatives, as set forth in
the Underwriting Agreement (except that any notice to an Underwriter pursuant to
Section 8 hereof shall be sent to it at its address set forth in the copies of
the Underwriters' Questionnaires furnished to the Company), or, if sent to the
Company shall be mailed or telecopied and confirmed to it at P.O. Box 190,
Aurora, Illinois 60507-0190, or delivered to it at 1844 Ferry Road, Naperville,
Illinois, for the attention of David L. Cyranoski, Senior Vice President,
Secretary and Treasurer.
SECTION 13. Parties. The Underwriting Agreement shall inure to the benefit
of and be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in the Underwriting Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the controlling
persons and the directors and officers referred to in Section 8, any legal or
equitable right, remedy or claim under or in respect of the Underwriting
Agreement or any provision herein contained; the Underwriting Agreement and all
conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of the parties hereto and their respective successors and said
controlling persons, directors and officers and for the benefit of no other
person, firm or corporation. No purchaser of any Bonds from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.
SECTION 14. Choice of Law. The Underwriting Agreement shall be construed in
accordance with, and governed by, the laws of the State of Illinois.
14
<PAGE> 1
EXHIBIT 4.19
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SUPPLEMENTAL INDENTURE
------------------------
DATED
------------------------
NORTHERN ILLINOIS GAS COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
TRUSTEE UNDER INDENTURE DATED AS OF
JANUARY 1, 1954 AND SUPPLEMENTAL
INDENTURES THERETO
------------------------
FIRST MORTGAGE BONDS
% SERIES DUE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This instrument was prepared by David L. Cyranoski, 1844 Ferry Road, Naperville,
Illinois 60563-9600.
<PAGE> 2
THIS SUPPLEMENTAL INDENTURE, dated the day of , , between
NORTHERN ILLINOIS GAS COMPANY, a corporation organized and existing under
the laws of the State of Illinois (hereinafter called the "Company"), and
HARRIS TRUST AND SAVINGS BANK, an Illinois Banking Corporation,
(hereinafter called the "Trustee"), as successor Trustee under an Indenture
dated as of January 1, 1954, as supplemented by Supplemental Indentures
dated, respectively, February 9, 1954, April 1, 1956, June 1, 1959, July 1,
1960, June 1, 1963, July 1, 1963, August 1, 1964, August 1, 1965, May 1,
1966, August 1, 1966, July 1, 1967, June 1, 1968, December 1, 1969, August
1, 1970, June 1, 1971, July 1, 1972, July 1, 1973, April 1, 1975, April 30,
1976, April 30, 1976, July 1, 1976, August 1, 1976, December 1, 1977,
January 15, 1979, December 1, 1981, March 1, 1983, October 1, 1984,
December 1, 1986, March 15, 1988, July 1, 1988, July 1, 1989, July 15,
1990, August 15, 1991, July 15, 1992, February 1, 1993, March 15, 1993, May
1, 1993, July 1, 1993, August 15, 1994, October 15, 1995, May 10, 1996,
August 1, 1996, June 1, 1997, October 15, 1997, February 15, 1998, and June
1, 1998 such Indenture dated as of January 1, 1954, as so supplemented,
being hereinafter called the "Indenture."
WITNESSETH:
WHEREAS, the Indenture provides for the issuance from time to time
thereunder, in series, of bonds of the Company for the purposes and subject to
the limitations therein specified; and
WHEREAS, the Company desires, by this Supplemental Indenture, to create an
additional series of bonds to be issuable under the Indenture, such bonds to be
designated "First Mortgage Bonds, % Series due " (hereinafter
called the "bonds of this Series"), and the terms and provisions to be contained
in the bonds of this Series or to be otherwise applicable thereto to be as set
forth in this Supplemental Indenture; and
WHEREAS, the forms, respectively, of the bonds of this Series, and
Trustee's certificate to be endorsed on all bonds of this Series, are to be
substantially as follows:
(FORM OF FACE OF BOND)
NO. RU _____ $________
NORTHERN ILLINOIS GAS COMPANY
FIRST MORTGAGE BOND, % SERIES DUE
NORTHERN ILLINOIS GAS COMPANY, an Illinois corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to
or registered assigns, the sum of
Dollars, on the day of , and to pay to the
registered owner hereof interest on said sum from the date hereof until said sum
shall be paid, at the rate of per centum ( %) per annum,
payable semiannually on the day of and the day of
in each year. Both the principal of and the interest on this bond
shall be payable at the office or agency of the Company in the City of Chicago,
State of Illinois, or, at the option of the registered owner, at the office or
agency of the Company in the Borough of Manhattan, The City and State of New
York, in any coin or currency of the United States of America which at the time
of payment is legal tender for the payment of public and private debts. Any
installment of interest on the bonds may, at the Company's option, be paid by
mailing checks for such interest payable to or upon the written order of the
person entitled thereto to the address of such person as it appears on the
registration books.
So long as there is no existing default in the payment of interest on this
bond, the interest so payable on any interest payment date will be paid to the
person in whose name this bond is registered on the or the
(whether or not a business day), as the case may be, next preceding such
interest payment date. If and to the extent that the Company shall default in
the payment of interest due on such interest payment date, such defaulted
interest shall be paid to the person in whose name this bond is registered on
the record date fixed, in advance, by the Company for the payment of such
defaulted interest.
Additional provisions of this bond are set forth on the reverse hereof.
<PAGE> 3
This bond shall not be entitled to any security or benefit under the
Indenture or be valid or become obligatory for any purpose unless and until it
shall have been authenticated by the execution by the Trustee, or its successor
in trust under the Indenture, of the certificate endorsed hereon.
IN WITNESS WHEREOF, Northern Illinois Gas Company has caused this bond to
be executed in its name by its Chairman, President, or a Vice President,
manually or by facsimile signature, and has caused its corporate seal to be
impressed hereon or a facsimile thereof to be imprinted hereon and to be
attested by its Secretary or its Assistant Secretary, manually or by facsimile
signature.
Dated
NORTHERN ILLINOIS GAS COMPANY
By
------------------------------------
President
ATTEST:
- ------------------------------------
Secretary
(FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This bond is one of the bonds of the series designated therein, referred to
and described in the within-mentioned Supplemental Indenture dated
HARRIS TRUST AND SAVINGS,
TRUSTEE
By
--------------------------------
Authorized Officer
(FORM OF REVERSE SIDE OF BOND)
This bond is one, of the series hereinafter specified, of the bonds issued
and to be issued in series from time to time under and in accordance with and
secured by an Indenture dated as of January 1, 1954, to Harris Trust and Savings
Bank, as Trustee, as supplemented by certain indentures supplemental thereto,
executed and delivered to the Trustee; and this bond is one of a series of such
bonds, designated "Northern Illinois Gas Company First Mortgage Bonds, %
Series due " (herein called "bonds of this Series"), the issuance of
which is provided for by a Supplemental Indenture dated (hereinafter
called the "Supplemental Indenture"), executed and delivered by the Company to
the Trustee. The term "Indenture", as hereinafter used, means said Indenture
dated as of January 1, 1954, and all indentures supplemental thereto from time
to time in effect. Reference is made to the Indenture for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders and registered owners of said bonds, of the Company and of
the Trustee in respect of the security, and the terms and conditions governing
the issuance and security of said bonds.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, modifications or alterations of the Indenture or of
any supplemental indenture and of the rights and obligations of the Company and
of the holders and registered owners of the bonds may be made, and compliance
with any provision of the Indenture or of any supplemental indenture may be
waived, by the affirmative vote of the holders and registered owners of not less
than sixty-six and two-thirds per centum (66 2/3%) in principal amount of the
bonds then outstanding under the Indenture, and by the affirmative vote of the
holders and
2
<PAGE> 4
registered owners of not less than sixty-six and two-thirds per centum (66 2/3%)
in principal amount of the bonds of any series then outstanding under the
Indenture and affected by such modification or alteration, in case one or more
but less than all of the series of bonds then outstanding under the Indenture
are so affected, but in any case excluding bonds disqualified from voting by
reason of the Company's interest therein as provided in the Indenture; subject,
however, to the condition, among other conditions stated in the Indenture, that
no such modification or alteration shall be made which, among other things, will
permit the extension of the time or times of payment of the principal of or the
interest or the premium, if any, on this bond, or the reduction in the principal
amount hereof or in the rate of interest or the amount of any premium hereon, or
any other modification in the terms of payment of such principal, interest or
premium, which terms of payment are unconditional, or, otherwise than as
permitted by the Indenture, the creation of any lien ranking prior to or on a
parity with the lien of the Indenture with respect to any of the mortgaged
property, all as more fully provided in the Indenture.
(Alternative Redemption Provisions)
[The bonds of this Series may not be called for redemption by the Company
prior to . On and thereafter until
maturity on , upon the notice hereinafter stated and in the
manner and with the effect provided in the Indenture, the bonds of this Series
are redeemable at the option of the Company, as a whole at any time or in part
from time to time prior to the maturity thereof, at the applicable redemption
price (expressed as a percentage of principal amount) set forth below under
"General Redemption Prices," plus accrued and unpaid interest to the redemption
date:
General Redemption Prices
----------------------------------------------------
If Redeemed During Twelve Months'
Period Beginning :
----------------------------------------------------
(The years and the percentages of principal amount set forth under "General
Redemption Prices" in Section 4 of Article I of this Supplemental Indenture
are to be inserted here.)]
[The bonds of this Series may not be called for redemption by the Company
prior to . On and thereafter until
maturity on , the bonds of this Series, upon the notice
hereinafter stated and in the manner and with the effect provided in the
Indenture, will be redeemable at the option of the Company, as a whole at any
time or in part from time to time, at 100% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date.]
Notice of each redemption shall be mailed to all registered owners not less
than thirty nor more than forty-five days before the redemption date.
In case of certain completed defaults specified in the Indenture, the
principal of this bond may be declared or may become due and payable in the
manner and with the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest or the premium, if any, on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, to or against any incorporator,
stockholder, officer or director, past, present or future, of the Company or of
any predecessor or successor corporation, either directly or through the Company
or such predecessor or successor corporation, under any constitution or statute
or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability of incorporators, stockholders, directors and
officers being waived and released by the registered owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Indenture, all as more fully provided therein.
This bond is transferable by the registered owner hereof, in person or by
duly authorized attorney, at the office or agency of the Company in the City of
Chicago, State of Illinois, or, at the option of the registered owner, at the
office or agency of the Company in the Borough of Manhattan, The City and State
of New York, upon surrender and cancellation of this bond; and thereupon a new
registered bond or bonds without coupons of the same aggregate principal amount
and series will, upon the payment of any transfer tax or taxes payable,
3
<PAGE> 5
be issued to the transferee in exchange herefor. The Company shall not be
required to exchange or transfer this bond if this bond or a portion hereof has
been selected for redemption.
(END OF BOND FORM)
and
WHEREAS, all acts and things necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid, binding and legal instrument in
accordance with its terms and for the purposes herein expressed, have been done
and performed, and the execution and delivery of this Supplemental Indenture
have in all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar paid by the Trustee to the Company, and for other good and valuable
considerations, the receipt of which is hereby acknowledged, for the purpose of
securing the due and punctual payment of the principal of and the interest and
premium, if any, on all bonds which shall be issued under the Indenture, and for
the purpose of securing the faithful performance and observance of all the
covenants and conditions set forth in the Indenture and in all indentures
supplemental thereto, the Company by these presents does grant, bargain, sell,
transfer, assign, pledge, mortgage, warrant and convey unto Harris Trust and
Savings Bank, as Trustee, and its successor or successors in the trust hereby
created, all property, real and personal (other than property expressly excepted
from the lien and operation of the Indenture), which, at the actual date of
execution and delivery of this Supplemental Indenture, is solely used or held
for use in the operation by the Company of its gas utility system and in the
conduct of its gas utility business and all property, real and personal, used or
useful in the gas utility business (other than property expressly excepted from
the lien and operation of the Indenture) acquired by the Company after the
actual date of execution and delivery of this Supplemental Indenture or (subject
to the provisions of Section 16.03 of the Indenture) by any successor
corporation after such execution and delivery, and it is further agreed by and
between the Company and the Trustee as follows:
ARTICLE I
BONDS OF THIS SERIES
SECTION 1. The bonds of this Series shall, as hereinbefore recited, be
designated as the Company's "First Mortgage Bonds, % Series due
." The bonds of this Series which may be issued and outstanding
shall not exceed $ ,000,000 in aggregate principal amount, exclusive of bonds
of such series authenticated and delivered pursuant to the provisions of Section
4.12 of the Indenture.
SECTION 2. The bonds of this Series shall be registered bonds without
coupons, and the form of such bonds, and of the Trustee's certificate of
authentication to be endorsed on all bonds of this Series, shall be
substantially as hereinbefore recited, respectively.
SECTION 3. The bonds of this Series shall be issued in the denomination of
$1,000 each and in such multiple or multiples thereof as shall be determined and
authorized by the Board of Directors of the Company or by any officer or
officers of the Company authorized by the Board of Directors to make such
determination, the authorization of the denomination of any bond to be
conclusively evidenced by the execution thereof on behalf of the Company. The
bonds of this Series shall be numbered, RU-1 and consecutively upwards, or in
such other appropriate manner as shall be determined and authorized by the Board
of Directors of the Company.
All bonds of this Series shall be dated , except that each bond
issued on or after the first payment of interest thereon shall be dated as of
the date of the interest payment date thereof to which interest shall have been
paid on the bonds of such series next preceding the date of issue, unless issued
on an interest payment date to which interest shall have been so paid, in which
event such bonds shall be dated as of the date of issue; provided, however, that
bonds issued on or after and before the next succeeding
or on or after and before the next succeeding shall be
dated the next succeeding interest payment date if interest shall have been paid
to such date. All bonds of this Series shall mature , and shall bear
interest at the rate of % per annum until the principal thereof shall
4
<PAGE> 6
be paid. Such interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months and shall be payable semiannually on the
day of and the day of in each year. So long as there
is no existing default in the payment of interest on the bonds of this Series,
such interest shall be payable to the person in whose name each such bond is
registered on the or the (whether or not a business day), as the
case may be, next preceding the respective interest payment dates; provided,
however, if and to the extent that the Company shall default in the payment of
interest due on such interest payment date, such defaulted interest shall be
paid to the person in whose name each such bond is registered on the record date
fixed, in advance, by the Company for the payment of such defaulted interest.
The principal of and interest and premium, if any, on the bonds of this
Series shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts, and shall be payable at the office or agency of the Company in
the City of Chicago, State of Illinois, or, at the option of the registered
owner, at the office or agency of the Company in the Borough of Manhattan, The
City and State of New York. Any installment of interest on the bonds may, at the
Company's option, be paid by mailing checks for such interest payable to or upon
the written order of the person entitled thereto to the address of such person
as it appears on the registration books. The bonds of this Series shall be
registrable, transferable and exchangeable in the manner provided in Sections
4.08 and 4.09 of the Indenture, at either of such offices or agencies.
(Alternative Redemption Provisions)
[SECTION 4. The bonds of this Series may not be called for redemption by
the Company prior to . On and thereafter until maturity
on , upon the mailing of notice and in the manner provided
in Section 7.01 of the Indenture (except that no published notice shall be
required for bonds of this Series), and with the effect provided in Section 7.02
thereof, the bonds of this Series shall be redeemable at the option of the
Company, as a whole at any time or in part from time to time prior to the
maturity thereof, at the applicable redemption price (expressed as a percentage
of principal amount) set forth below under "General Redemption Prices," plus
accrued and unpaid interest to the redemption date:
General Redemption Prices
----------------------------------------------------
If Redeemed During Twelve Months'
Period Beginning :
----------------------------------------------------
<TABLE>
<CAPTION>
YEAR PERCENTAGE YEAR PERCENTAGE
- ---- ---------- ---- ----------
<S> <C> <C> <C>
% %]
</TABLE>
[SECTION 4. The bonds of this Series may not be called for redemption by
the Company prior to . On and thereafter
until maturity on , the bonds of this Series, upon the
mailing of notice and in the manner provided in Section 7.01 of the Indenture
(except that no published notice shall be required for the bonds of this
Series), and with the effect provided in Section 7.02 thereof, will be
redeemable at the option of the Company, as a whole at any time or in part from
time to time, at 100% of the principal amount thereof, plus accrued and unpaid
interest to the redemption date.]
SECTION 5. No sinking fund is to be provided for the bonds of this Series.
5
<PAGE> 7
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 1. This Supplemental Indenture is executed by the Company and the
Trustee pursuant to provisions of Section 4.02 of the Indenture and the terms
and conditions hereof shall be deemed to be a part of the terms and conditions
of the Indenture for any and all purposes. The Indenture, as heretofore
supplemented and as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed.
SECTION 2. This Supplemental Indenture shall bind and, subject to the
provisions of Article XVI of the Indenture, inure to the benefit of the
respective successors and assigns of the parties hereto.
SECTION 3. Although this Supplemental Indenture is dated
, it shall be effective only from and after the actual time
of its execution and delivery by the Company and the Trustee on the date
indicated by their respective acknowledgments hereto annexed.
SECTION 4. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all such counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Northern Illinois Gas Company has caused this
Supplemental Indenture to be executed in its name by its President, a Vice
President, or Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or its Assistant Secretary, and Harris Trust and
Savings Bank, as Trustee under the Indenture, has caused this Supplemental
Indenture to be executed in its name by one of its Vice Presidents, and its seal
to be hereunto affixed and attested by one of its Assistant Secretaries, all as
of the day and year first above written.
NORTHERN ILLINOIS GAS COMPANY
BY
- --------------------------------------
Vice President and Treasurer
ATTEST:
--------------------------------------
Assistant Secretary
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By
- --------------------------------------
Vice President
ATTEST:
--------------------------------------
Assistant Secretary
6
<PAGE> 8
<TABLE>
<S> <C> <C>
STATE OF ILLINOIS H SS:
COUNTY OF
</TABLE>
I, , a Notary Public in in the State aforesaid, DO HEREBY
CERTIFY that , Vice President and Treasurer of Northern Illinois
Gas Company, an Illinois corporation, one of the parties described in and which
executed the foregoing instrument, and , Assistant Secretary of
said corporation, who are both personally known to me to be the same persons
whose names are subscribed to the foregoing instrument as such Vice President
and Treasurer and Assistant Secretary, respectively, and who are both personally
known to me to be Vice President and Treasurer and the Assistant Secretary,
respectively, of said corporation, appeared before me this day in person and
severally acknowledged that they signed, sealed, executed and delivered said
instrument as their free and voluntary act as such Vice President an Treasurer
and Assistant Secretary, respectively, of said corporation, and as the free and
voluntary act of said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of A.D.
--------------------------------------
Notary Public
My Commission expires
7
<PAGE> 9
<TABLE>
<S> <C> <C>
STATE OF ILLINOIS H SS:
COUNTY OF
</TABLE>
I, , a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that , Vice President of Harris
Trust and Savings Bank, an Illinois banking corporation, one of the parties
described in and which executed the foregoing instrument, and ,
an Assistant Secretary of said banking association, who are both personally
known to me to be the same persons whose names are subscribed to the foregoing
instrument as such Vice President and Assistant Secretary, respectively, and who
are both personally known to me to be a Vice President and an Assistant
Secretary, respectively, of said banking association, appeared before me this
day in person and severally acknowledged that they signed, sealed, executed and
delivered said instrument as their free and voluntary act as such Vice President
and Assistant Secretary, respectively, of said banking association, and as the
free and voluntary act of said banking association, for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal this day of A.D.
--------------------------------------
Notary Public
My Commission expires
8
<PAGE> 10
RECORDING DATA
This Supplemental Indenture was recorded on , , in the
office of the Recorder of Deeds in certain counties in the State of Illinois, as
follows:
<TABLE>
<CAPTION>
COUNTY BOOK PAGE DOCUMENT NO.
------ ---- ---- ------------
<S> <C> <C> <C>
Adams..........
Boone..........
Bureau.........
Carroll........
Champaign......
Cook...........
DeKalb.........
DeWitt.........
DuPage.........
Ford...........
Grundy.........
Hancock........
Henderson......
Henry..........
Iroquois.......
Jo Daviess.....
Kane...........
Kankakee.......
Kendall........
Lake...........
La Salle.......
Lee............
Livingston.....
McHenry........
McLean.........
Mercer.........
Ogle...........
Platt..........
Pike...........
Rock Island....
Stephenson.....
Tazewell.......
Vermillon......
Whiteside......
Will...........
Winnebago......
Woodford.......
</TABLE>
9
<PAGE> 1
EXHIBIT 5.01
December 17, 1998
Northern Illinois Gas Company
1844 Ferry Road
Naperville, Illinois 60563-9600
Ladies and Gentlemen:
We are representing Northern Illinois Gas Company (the "Company"), in
connection with the proposed sale of up to $225,000,000 principal amount of the
Company's First Mortgage Bonds (the "Bonds"). The Bonds are to be issued under
the Company's Indenture (the "Indenture") dated as of January 1, 1954, as
supplemented by one or more Supplemental Indentures to be entered into prior to
the issuance of the Bonds, with certain terms of the Bonds and the Supplemental
Indentures to be approved by or pursuant to resolutions of the Board of
Directors of the Company or a committee thereof as part of the corporate action
taken and to be taken (the "Corporate Proceedings") relating to the issuance of
the Bonds. We have examined or are otherwise familiar with the Articles of
Incorporation of the Company, as amended, the By-Laws of the Company, as
amended, the Company's Registration Statement pursuant to which the Bonds are
to be registered under the Securities Act of 1933, the Corporate Proceedings
and such other documents, records, and instruments as we have deemed necessary
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, upon the execution and
delivery of each Supplemental Indenture, the completion of the Corporate
Proceedings and the authentication, sale and delivery of the Bonds issuable
thereunder, such Supplemental Indenture will become a valid and binding
instrument and the Bonds issuable thereunder will be legal, valid and binding
obligations of the Company, entitled to the benefits of the Indenture and such
Supplemental Indenture, including such terms as are established pursuant to
the Corporate Proceedings, in accordance with the respective terms thereof,
except as enforcement of provisions of the Indenture may be limited by
bankruptcy or other laws of general application affecting the enforcement of
creditors' rights and by general equity principles.
<PAGE> 2
Northern Illinois Gas Company
December 17, 1998
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.01 to the
Company's registration statement and to being named in the prospectus under the
caption "Legal Opinions" with respect to the matters stated therein.
Very truly yours,
/s/ MAYER, BROWN & PLATT
------------------------
MAYER, BROWN & PLATT
<PAGE> 1
EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 27,
1998, included in Northern Illinois Gas Company's Form 10-K for the year ended
December 31, 1997, and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
--------------------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 17, 1998
2
<PAGE> 1
EXHIBIT 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ ROBERT M. BEAVERS, JR.
--------------------------------------
Robert M. Beavers, Jr.
3
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ JOHN H. BIRDSALL, III
--------------------------------------
John H. Birdsall, III
4
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ THOMAS A. DONAHOE
--------------------------------------
Thomas A. Donahoe
5
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's his true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ JOHN E. JONES
--------------------------------------
John E. Jones
6
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ DENNIS J. KELLER
--------------------------------------
Dennis J. Keller
7
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ CHARLES S. LOCKE
--------------------------------------
Charles S. Locke
8
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ SIDNEY R. PETERSEN
--------------------------------------
Sidney R. Petersen
9
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ JOHN RAU
--------------------------------------
John Rau
10
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer or Director and Officer of
Northern Illinois Gas Company, an Illinois corporation d/b/a Nicor Gas Company,
does hereby constitute and appoint D. L. CYRANOSKI, G. M. BEHRENS and D. M.
RUSCHAU, and each of them, the undersigned's true and lawful attorneys and
agents, each with full power and authority (acting alone and without the others)
to execute in the name and on behalf of the undersigned as such Director,
Officer or Director and Officer, a shelf Registration Statement (and such
amendment or amendments thereto as may be necessary) under the Securities Act of
1933, with respect to and not to exceed $375,000,000 principal amount of the
company's First Mortgage Bonds, hereby granting to such attorneys and agents,
and each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney this 9th
day of December, 1998.
/s/ PATRICIA A. WIER
--------------------------------------
Patricia A. Wier
11
<PAGE> 1
EXHIBIT 25.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM T-1
---------------------
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2)
---------------------
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
<TABLE>
<S> <C>
ILLINOIS 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
111 WEST MONROE STREET, CHICAGO, ILLINOIS 60603
(Address of principal executive offices)
DANIEL G. DONOVAN, HARRIS TRUST AND SAVINGS BANK,
311 WEST MONROE STREET, CHICAGO, ILLINOIS, 60606
(312) 461-2908 PHONE (312) 461-3525 FACSIMILE
(Name, address and telephone number for agent for service)
---------------------
NORTHERN ILLINOIS GAS COMPANY
(Obligor)
<TABLE>
<S> <C>
ILLINOIS 36-2863847
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
1844 FERRY ROAD
NAPERVILLE, ILLINOIS 60563-9600
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
FIRST MORTGAGE BONDS
(TITLE OF INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. through 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee as now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Commercial Federal Corporation, File
No. 333-20711, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing
under the laws of the State of Illinois, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, and State of Illinois, on the 7th day of
December, 1998.
HARRIS TRUST AND SAVINGS BANK
By: /s/ D. G. DONOVAN
------------------------------------
Assistant Vice President
2
<PAGE> 4
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ D. G. DONOVAN
------------------------------------
Assistant Vice President
3
<PAGE> 5
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of September 30, 1998, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
HARRIS BANK LOGO
HARRIS TRUST AND SAVINGS BANK
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on September 30, 1998, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS OF DOLLARS
------------------------
<S> <C> <C>
ASSETS
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin....... $ 1,097,714
Interest bearing balances................................. $ 213,712
Securities:
a. Held-to-maturity securities.............................. $ 0
b. Available-for-sale securities............................ $ 5,036,734
Federal funds sold and securities purchased under agreements
to resell................................................. $ 48,950
Loans and lease financing receivables:
Loans and leases, net of unearned income.................. $9,111,098
LESS: Allowance for loan and lease losses................. $ 104,900
----------
Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b)........................... $ 9,006,198
Assets held in trading accounts............................. $ 202,008
Premises and fixed assets (including capitalized leases).... $ 245,290
Other real estate owned..................................... $ 365
Investments in unconsolidated subsidiaries and associated
companies................................................. $ 41
Customer's liability to this bank on acceptances
outstanding............................................... $ 34,997
Intangible assets........................................... $ 260,477
Other assets................................................ $ 1,148,163
---------- -----------
Total assets...................................... $17,294,649
========== ===========
LIABILITIES
Deposits:
In domestic offices....................................... $ 9,467,895
Non-interest bearing................................... $2,787,471
Interest bearing....................................... $6,680,424
In foreign offices, Edge and Agreement subsidiaries, and
IBF's.................................................. $ 1,268,759
Non-interest bearing................................... $ 23,329
Interest bearing....................................... $1,245,430
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
THOUSANDS OF DOLLARS
------------------------
<S> <C> <C>
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased & securities sold under agreements
to repurchase............................................. $ 3,118,548
Trading Liabilities......................................... 110,858
Other borrowed money:
a. With remaining maturity of one year or less.............. $ 1,202,050
b. With remaining maturity of more than one year............ $ 0
Bank's liability on acceptances executed and outstanding.... $ 34,997
Subordinated notes and debentures........................... $ 225,000
Other liabilities........................................... $ 530,224
---------- -----------
Total liabilities................................. $15,958,331
========== ===========
EQUITY CAPITAL
Common stock................................................ $ 100,000
Surplus..................................................... $ 604,834
a. Undivided profits and capital reserves................... $ 580,271
b. Net unrealized holding gains (losses) on
available-for-sale securities............................. $ 51,213
---------- -----------
Total equity capital.............................. $ 1,336,318
========== ===========
Total liabilities, limited-life preferred stock, and equity
capital................................................... $17,294,649
========== ===========
</TABLE>
I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
10/29/98
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
CHARLES SHAW Directors.
5
