UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 1-7296
NORTHERN ILLINOIS GAS COMPANY
(Doing business as Nicor Gas Company)
(Exact name of registrant as specified in its charter)
Illinois 36-2863847
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 983-8888
Securities registered pursuant to Sections 12(b) or 12(g) of the Act: None
The registrant meets the conditions set forth in General Instruction I(1)(a)
and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
Shares of common stock, par value $5, outstanding at February 28, 1999, were
15,232,414 all of which are owned by Nicor Inc.
Nicor Gas Company Page i
Table of Contents
Item No. Page
Part I
1. Business................................................... 1
2. Properties................................................. 4
3. Legal Proceedings.......................................... 4
4. Submission of Matters to a Vote of Security Holders........ *
Part II
5. Market for Registrant's Common Equity and Related
Stockholder Matters...................................... 4
6. Selected Financial Data.................................... *
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 5
7A. Quantitative and Qualitative Disclosures About
Market Risk.............................................. 13
8. Financial Statements and Supplementary Data................ 14
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...................... 28
Part III
10. Directors and Executive Officers of the Registrant......... *
11. Executive Compensation..................................... *
12. Security Ownership of Certain Beneficial Owners
and Management........................................... *
13. Certain Relationships and Related Transactions............. *
Part IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.............................................. 28
Signatures................................................. 30
Supplemental Information................................... 31
Exhibit Index.............................................. 32
* The Registrant meets the conditions set forth in General Instruction
I(1)(a) and (b) of Form 10-K and is therefore omitting the information
called for by the otherwise required Item.
Glossary
Degree day - The extent to which the daily average temperature falls below
65 degrees Fahrenheit.
FERC - Federal Energy Regulatory Commission.
ICC - Illinois Commerce Commission.
Mcf, Bcf - Thousand cubic feet, billion cubic feet.
Nicor Gas Company Page 1
PART I
Item 1. Business
Northern Illinois Gas Company (doing business as Nicor Gas Company), an
Illinois corporation formed in 1954, is a wholly owned subsidiary of Nicor
Inc., a holding company. Certain terms used herein are defined in the
Glossary on page i.
GENERAL
Nicor Gas is one of the nation's largest natural gas distribution companies.
The company delivers natural gas to 1.9 million customers, including
transportation service, gas storage and gas supply backup to approximately
40,000 commercial and industrial customers who purchase their own gas
supplies. The company's service territory encompasses most of the northern
third of Illinois, excluding the city of Chicago. Nicor Gas maintains
franchise agreements with most of the communities it serves, allowing it to
construct, operate and maintain distribution facilities in those
communities. Franchise agreement terms range up to 50 years. Currently,
5 percent of the agreements will expire in five years or less. The company
has approximately 2,200 employees.
Nicor Gas' service territory is diverse and has grown steadily over the
years, providing the company with a well-balanced mix of residential,
commercial and industrial customers. In 1998, residential customers
accounted for about 40 percent of natural gas deliveries, while commercial
and industrial customers accounted for about 25 percent and 35 percent,
respectively. In addition, the company's industrial and commercial customer
base is well diversified, lessening the impact of industry-specific economic
swings. See Operating Statistics on page 9 for operating revenues,
deliveries and customers by customer classification.
Gas deliveries are seasonal since about one-half are used for space heating.
Typically, 70 percent to 75 percent of deliveries and revenues occur from
October through March.
CUSTOMER SERVICES
In addition to gas sales to all customer classes, Nicor Gas provides
transportation service to commercial and industrial customers who purchase
their own gas supplies. Beginning in 1999, the company's Customer Select
test program will allow 80,000 residential customers to select their natural
gas supplier. Additional information on the test program is presented in
Factors Affecting Business Performance beginning on page 7. Transportation
customers have options that include use of the company's storage system, the
choice of individual or group billing, and the ability to choose varying
supply backup levels and service options. The company receives a margin
generally comparable to gas sales for transportation service with full
supply backup.
In recent years, Nicor Gas has been pursuing several nontraditional
activities. These activities include finding innovative ways to utilize its
physical assets by providing natural gas storage and intrastate
transportation services to marketers, interstate pipelines and neighboring
gas distribution companies.
Nicor Gas Company Page 2
Item 1. Business (continued)
SOURCES OF GAS SUPPLY
Nicor Gas purchases gas supplies on a deregulated basis directly from
producers and marketers. Pipeline transportation and purchased storage
services are contracted for at rates regulated by the FERC. Firm pipeline
capacity and purchased storage services held by the company that are
temporarily not needed can be released in the secondary market under FERC-
mandated capacity release provisions, with proceeds reducing the company's
cost of gas charged to customers.
The company's peak day requirements are met through utilization of company-
owned storage facilities, firm pipeline capacity, purchased storage services
and other supply arrangements. Nicor Gas has been able to obtain sufficient
supplies of natural gas to meet customer requirements. The company believes
natural gas supply availability will be sufficient to meet market demands in
the foreseeable future.
Gas supply. Nicor Gas maintains a diversified portfolio of gas supply
contracts. Firm gas supply contracts are diversified by supplier, producing
region, quantity and available transportation. Contract pricing is
generally tied to published price indices so as to approximate current
market prices. The contracts also generally provide for the payment of
fixed demand charges to ensure the availability of supplies on any given day
and are generally negotiated annually.
The company also purchases gas supplies on the spot market to fulfill its
supply requirements or to take advantage of favorable short-term pricing.
Spot gas purchases accounted for about one-half of the company's total gas
purchases in the last three years.
Customers served under the company's transportation service tariffs purchase
their own gas supplies. About one-half of the gas that the company
delivered in 1998 was purchased by transportation customers directly from
producers and marketers rather than from the company.
Pipeline transportation. Nicor Gas is directly connected to six interstate
pipelines which provide access to most of the major natural gas producing
regions in North America. The company's primary firm transportation
contracts are with: Natural Gas Pipeline Company of America, which accounts
for about two-thirds of the contracted capacity, Midwestern Gas Transmission
Company and Northern Natural Gas Company. Nearly all of the contracted
capacity will expire in the year 2000.
Storage. Nicor Gas owns and operates seven underground gas storage
facilities. This storage system is one of the largest in the gas
distribution industry and is designed to meet about 55 percent of the
company's peak day deliveries and approximately 30 percent of its normal
winter deliveries. On an annual basis, the company cycles about 130 Bcf of
gas through its storage fields. In addition to the company-owned
facilities, Nicor Gas purchases about 40 Bcf of storage service. Storage
provides supply flexibility, improves reliability of deliveries and reduces
costs.
Nicor Gas Company Page 3
Item 1. Business (concluded)
COMPETITION/DEMAND
Nicor Gas is one of the largest utility energy suppliers in Illinois,
delivering about one-third of all utility energy consumed in the state.
About 95 percent of all single-family homes in Nicor Gas' service territory
are heated with natural gas. The company's gas services compete with other
forms of energy, such as electricity and oil, based on such factors as
price, service and reliability. Significant factors that impact demand for
natural gas include weather, economic conditions and the price of gas
relative to competitive fuels.
The energy industry has undergone fundamental changes over the past several
years. In 1997, Illinois adopted legislation directing the process of
deregulating the state's electric utility industry. Although Nicor Gas'
traditional pricing advantage compared to electricity may decrease as the
price of electricity declines, the company expects to maintain a pricing
advantage in the foreseeable future.
Additional information on competition and demand is presented in Factors
Affecting Business Performance beginning on page 7.
REGULATION
Nicor Gas is regulated by the ICC, which establishes the rules and
regulations governing utility rates and services in Illinois. Rates are
designed to allow the company to recover its costs and provide an
opportunity to earn a fair return for its investors. Changes in the
regulatory environment could affect the longer-term performance of Nicor
Gas.
The cost of gas the company purchases for customers is recovered through a
monthly gas supply charge, which accounts for approximately 70 percent of a
typical residential customer's annual bill. Currently, the company's cost
of gas is passed on to the customer without markup.
In March 1999, Nicor Gas filed a performance-based rate plan for natural gas
supply costs with the ICC. The plan involves comparing the company's actual
natural gas supply costs to a market-based benchmark, and any difference
would be shared between Nicor Gas and its customers. The company expects an
ICC ruling on its filing in the fourth quarter of 1999 with an effective
date of January 1, 2000, if the proposal is approved by the ICC in a manner
acceptable to the company.
In 1997, the ICC approved Nicor Gas' plans for a three-year test program
called Customer Select that will give more customers the opportunity to
choose their natural gas supplier. This program was launched in 1998.
Additional information on the test program is presented in Factors Affecting
Business Performance beginning on page 7.
ENVIRONMENTAL MATTERS
For information on environmental matters, see Contingencies beginning on
page 26.
Nicor Gas Company Page 4
Item 2. Properties
The company's properties are located in the territory described under
Item 1, Business, and are suitable, adequate and utilized in its operations.
The gas distribution, transmission and storage system includes approximately
29,000 miles of steel, plastic and cast iron main; approximately 26,000
miles of steel, plastic/aluminum composite, plastic and copper service pipe
connecting the mains to customers' premises; and seven underground storage
fields. Other properties include buildings, land, motor vehicles, meters,
regulators, compressors, construction equipment, tools, communication and
computer equipment, software and office equipment.
The principal real properties are held under easements, permits, licenses or
in fee. Land in fee is owned for essentially all administrative offices and
for certain transmission mains and underground storage fields. Substantial-
ly all properties are subject to the lien of the indenture securing the
company's first mortgage bonds.
Item 3. Legal Proceedings
For information concerning legal proceedings, see Contingencies beginning on
page 26 and Regulation on page 3, which are incorporated herein by
reference.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
All of the outstanding common stock of Nicor Gas is owned by Nicor Inc.
There is no public trading market for the company's common stock. During
1998 and 1997, the company declared quarterly common stock dividends
totaling $96 million and $107.5 million, respectively.
Nicor Gas Company Page 5
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The purpose of this financial review is to explain changes in Nicor Gas'
operating results and financial condition from 1996 to 1998. This review
also discusses business trends and uncertainties that might affect Nicor
Gas. Certain terms used herein are defined in the Glossary on page i.
RESULTS OF OPERATIONS
Net income for 1998 of $94.1 million decreased $12.8 million from 1997 due
to the adverse impact of weather that was 23 percent warmer than the prior
year, partially offset by a 4 percent reduction in operating and maintenance
expenses. In 1997, net income of $106.9 million was essentially unchanged
from 1996. Positive factors during 1997 included lower operating and
maintenance expenses, additional gains from property sales and the positive
impact of tax-related matters. Negative factors included lower deliveries
due, in part, to weather that was 3 percent warmer than the prior year, and
the carryover impact of rate design changes and a depreciation rate
increase.
Operating revenues. Operating revenues of $1,229 million in 1998 were down
significantly from the prior year due principally to lower natural gas
supply costs, which are passed directly through to customers, and lower
deliveries of natural gas related to the warmer weather. In 1997, operating
revenues of $1,730.5 million were up 7 percent because of higher natural gas
supply costs.
Margin. Margin, defined as operating revenues less cost of gas and revenue
taxes, which are both passed directly through to customers, and margin per
Mcf delivered are shown in the following table for the years ended
December 31:
1998 1997 1996
Margin (millions) $ 469.4 $ 496.0 $ 502.5
Margin per Mcf delivered .96 .91 .90
Margin declined $26.6 million in 1998 due to the negative impact of warmer
weather. In 1997, margin declined $6.5 million due to warmer weather and
the carryover impact of rate design changes. Margin per Mcf delivered
increased in 1998 as lower-margin deliveries declined as a result of warmer
weather.
Operating and maintenance. In 1998, operating and maintenance expenses
decreased $6 million to $144.8 million due to lower retirement-benefits
costs. In 1997, operating and maintenance expenses decreased $5.8 million
to $150.8 million. The decrease was due, in part, to lower payroll and
retirement-benefits costs, which more than offset a higher provision for
uncollectible accounts. In both periods, favorable pension fund investment
returns contributed to the reduction in retirement-benefits costs.
Depreciation. Depreciation rose $4.2 million in 1998 due primarily to plant
additions. In 1997, depreciation rose $4.8 million due to the change in the
composite depreciation rate and plant additions. For further information on
the change in the composite depreciation rate, see Accounting Policies on
page 21.
Nicor Gas Company Page 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Nonoperating items. In 1997, other income increased $3.7 million to $5.4
million due to gains from property sales. The company continues to assess
its nonstrategic real estate holdings, and is evaluating the potential to
maximize the value of these holdings through additional property sales or
development over the next several years.
Interest expense decreased $2.5 million in 1998 to $44.6 million due to
lower interest rates and decreased average borrowing levels.
FINANCIAL CONDITION AND LIQUIDITY
The company believes it has access to adequate resources to meet planned
capital expenditures, debt redemptions, dividend payments and working
capital needs. These resources include net cash flow from operating
activities, access to capital markets and unused lines of credit.
Operating. Net cash flow from operating activities increased $110.6 million
in 1998 to $314.9 million and increased $158.7 million in 1997 to $204.3
million due primarily to changes in working capital items. Working capital
can swing sharply due primarily to certain factors including weather, the
price of gas, the timing of collections from customers and gas purchasing
practices. The company generally relies on short-term financing to meet
temporary increases in working capital needs.
Investing. Capital expenditures were $112.6 million in 1998 compared with
$101.8 million in 1997 and $107.7 million in 1996. Capital expenditures
were higher in 1998 than the prior year due largely to expenditures for
information technology. Capital spending in 1999 is projected to increase
to about $130 million due primarily to additional expenditures for
information technology.
Financing. Long-term debt as a percent of capitalization was 43.1 percent,
43 percent and 41.7 percent at year-end 1998, 1997 and 1996, respectively.
The company's ratio of earnings to fixed charges was 4.3, 4.7, and 4.7 for
the years ended December 31, 1998, 1997 and 1996, respectively.
Long-term debt. Nicor Gas has $250 million of First Mortgage Bonds
remaining available for issuance under a December 1998 shelf registration
filing. Net proceeds from securities issued are typically used for the
refinancing of certain outstanding First Mortgage Bonds, for construction
programs to the extent not provided by internally generated funds and for
general corporate purposes.
In January 1999, Nicor Gas agreed to sell $50 million of First Mortgage
Bonds at 5.37% due in 2009 and $50 million of unsecured notes at 5.065% due
in 2000 to fund the redemption of First Mortgage Bonds as follows: $50
million at 5.875% due in 2000 and $50 million at 7.375% due in 2023.
During 1998, Nicor Gas issued First Mortgage Bonds as follows: $50 million
at 5.75% due in 2003 and $50 million at 6.58% due in 2028. Redemptions of
First Mortgage Bonds during 1998 were as follows: $25 million at 5.875% due
in 1998, $25 million at 6.25% due in 1999 and $75 million at 8.25% due in
2022.
Nicor Gas Company Page 7
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
In 1997, Nicor Gas issued First Mortgage Bonds as follows: $50 million at
6.75% due in 2002 and $50 million at 7.375% due in 2027. Redemptions of
First Mortgage Bonds during 1997 were as follows: $25 million at 5.5% due in
1997 and $50 million at 9% due in 2019.
During 1996, Nicor Gas issued $75 million of First Mortgage Bonds at 6.45%
due in 2001 and redeemed $50 million of First Mortgage Bonds at 4.5% due in
1996.
Short-term debt. Nicor Gas maintains short-term credit agreements with
major domestic and foreign banks. At December 31, 1998, these agreements,
which serve as backup for the issuance of commercial paper, totaled $250
million. The company had $214.5 million and $254.4 million of commercial
paper outstanding at year-end 1998 and 1997, respectively.
Common and preferred stock. The company paid dividends of $107.9 million,
$109.1 million and $91.8 million in 1998, 1997 and 1996, respectively.
FACTORS AFFECTING BUSINESS PERFORMANCE
The following factors can impact year-to-year comparisons and may affect the
future performance of Nicor Gas.
Nicor Gas serves 1.9 million customers in a service territory that
encompasses most of the northern third of Illinois, excluding the city of
Chicago. The region's economy is diverse and has grown steadily over the
years, providing Nicor Gas with a well-balanced mix of residential,
commercial and industrial customers. In 1998, residential customers
accounted for about 40 percent of natural gas deliveries, while commercial
and industrial customers accounted for about 25 percent and 35 percent,
respectively.
Since about one-half of gas deliveries are used for space heating,
fluctuations in weather can have a significant impact on year-to-year
comparisons of operating income and cash flow. In addition, significant
changes in gas prices or economic conditions can impact gas usage. However,
Nicor Gas' large residential customer base provides relative stability
during weak economic periods. Also, the industrial and commercial customer
base is well diversified, lessening the impact of industry-specific economic
swings.
Nicor Gas competes with other energy suppliers based on such factors as
price, service and reliability. The company is well positioned to deal with
the possibility of fuel switching by customers because it has rates and
services designed to compete against alternative fuels and because of its
competitively priced supply of gas. In addition, the company has a rate
which allows negotiation with potential bypass customers, and no customer
has bypassed since the rate became effective in 1987. Nicor Gas also offers
commercial and industrial customers flexibility and alternatives in rates
and service, increasing its ability to compete in these markets.
Nicor Gas Company Page 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Direct connection to six interstate pipelines and extensive underground
storage capacity allow the company to maintain rates that are among the
lowest in the nation, while also providing transportation customers with
direct access to gas supplies and storage services. In addition, in an
effort to ensure supply reliability, the company purchases gas from several
different producing regions under varied contract terms.
Nicor Gas' growth in deliveries has typically come from a combination of
customer additions and increased usage among existing commercial and
industrial customers. While the company anticipates continued modest growth
in deliveries attributable to these factors, it expects this growth to be
adversely affected by customers' installation of newer, more energy-
efficient equipment. To help achieve growth in deliveries, Nicor Gas will
continue to pursue other opportunities in the electric generation market.
Nicor Gas has also been pursuing several nontraditional activities. These
activities include finding innovative ways to utilize its physical assets by
providing natural gas storage and intrastate transportation services.
Nicor Gas is regulated by the ICC, which establishes the rules and
regulations governing utility rates and services in Illinois. Rates are
designed to allow the company to recover its costs and provide an oppor-
tunity to earn a fair return for its investors. Changes in the regulatory
environment could affect the longer-term performance of Nicor Gas.
The energy industry has undergone fundamental changes over the past several
years. Since the 1980s, industrial and large commercial customers have had
the opportunity to purchase natural gas from suppliers other than their
local gas distribution company. To make choice an option for even more
customers, Nicor Gas launched its Customer Select test program in 1998, and
20,000 commercial and industrial customers, the maximum allowed to enroll,
chose to participate. In September 1998, the company received approval to
open the program to an additional 40,000 business customers and 80,000
residential customers beginning in 1999. In all instances, Nicor Gas will
continue to deliver natural gas to the customer, provide for the safety and
maintenance of its distribution system and read customer meters.
Nicor Gas Company Page 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
<TABLE>
Operating Statistics
<CAPTION>
1998 1997 1996
Operating revenues (millions):
Sales
<S> <C> <C> <C> <C>
Residential $ 813.6 $ 1,126.0 $ 1,040.2
Commercial 189.4 314.8 281.9
Industrial 27.5 56.8 54.4
1,030.5 1,497.6 1,376.5
Transportation
Commercial 58.6 55.3 55.7
Industrial 39.4 48.4 54.0
98.0 103.7 109.7
Revenue taxes and other 100.5 129.2 124.0
$ 1,229.0 $ 1,730.5 $ 1,610.2
Deliveries (Bcf):
Sales
Residential 192.4 233.2 247.0
Commercial 44.3 65.2 67.0
Industrial 7.1 12.9 15.0
243.8 311.3 329.0
Transportation
Commercial 67.5 66.0 73.5
Industrial 175.7 168.0 154.1
243.2 234.0 227.6
487.0 545.3 556.6
Year-end customers (thousands):
Sales
Residential 1,737.6 1,710.0 1,688.5
Commercial 127.9 143.0 142.1
Industrial 9.1 11.1 11.6
1,874.6 1,864.1 1,842.2
Transportation
Commercial 35.9 18.7 18.1
Industrial 5.0 3.0 2.7
40.9 21.7 20.8
1,915.5 1,885.8 1,863.0
Other statistics:
Degree days (normal 6,116) 4,834 6,254 6,429
Colder (warmer) than normal (21.0)% 2.3% 5.1%
Average gas cost per Mcf sold $ 2.76 $ 3.54 $ 2.99
</TABLE>
Nicor Gas Company Page 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
New Accounting Pronouncements. In December 1998, the Emerging Issues Task
Force reached a consensus on Issue No. 98-10, Accounting for Contracts
Involved in Energy Trading and Risk Management Activities. In June 1998,
the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities. In March
1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. These pronouncements are not
expected to have a material impact on the company's financial condition or
results of operations. For further information, see New Accounting
Pronouncements on page 22.
Market Risk. Nicor Gas is generally not exposed to market risk caused by
changes in commodity prices. This is due to current Illinois rate
regulation, which allows for all prudently incurred costs of natural gas to
be recovered from customers. The company has established policies and
procedures governing the prudent management of commodity market risks and
the use of derivative commodity instruments to hedge its exposure to such
risks. A risk management committee exists to oversee compliance with such
policies and procedures.
Nicor Gas is exposed to changes in interest rates primarily as a result of
its short- and long-term debt. The company manages its interest rate risk
primarily by issuing long-term fixed-rate debt with varying maturities and
refinancing certain debt. For further information about debt securities,
interest rates and fair values, see the Consolidated Statement of
Capitalization on page 19 and Short- and Long-Term Debt and Fair Value of
Financial Instruments on page 26.
Year 2000 Readiness. The Year 2000 issue arose because many existing computer
programs use only the last two digits to refer to a year. If date-sensitive
devices incorrectly read the year 2000 and assume it to be 1900, many computer
systems and software applications, as well as embedded chips, could fail or
produce erroneous results.
This disclosure contains forward-looking statements. In connection with the
Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995,
the company cautions that, while it believes such statements to be reasonable
and makes them in good faith, actual results may vary. Nicor Gas' ability to
meet its objectives identified below is dependent upon several factors,
including the timely provision of necessary upgrades and modifications by
suppliers and contractors. In addition, Nicor Gas cannot guarantee that third
parties on whom it depends for essential services will convert their critical
systems and processes in a timely manner. Each of the components of the
company's Year 2000 project is progressing and the company believes it is
taking all reasonable and appropriate steps necessary to be able to operate
successfully in the year 2000 and beyond. The following summarizes the company's
preparedness for the Year 2000.
Nicor Gas Company Page 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Nicor Gas has established a company-wide initiative to identify, evaluate
and address Year 2000 issues. A team has been assembled that includes an
officer-level steering committee, full-time staff members and
representatives from key areas of the company. In addition to this team of
employees, the company utilizes consultants to assist in the Year 2000
project and belongs to an industry alliance which facilitates the sharing of
information among companies. Work is progressing in the following phases:
inventory, assessment, remediation, testing and contingency planning. The
company's Year 2000 effort, which began in early 1996, encompasses mainframe
systems, client-server and desktop systems, telecommunications, embedded
systems and third parties.
Mainframe Systems. Nicor Gas' mainframe hardware and most core business
applications, which include customer service, billing and payroll, fall into
this category. System inventory, assessment and remediation are complete.
Testing is nearly complete, with all but one system tested and in
production. The internal payroll system is scheduled to be tested and in
production by the second quarter of 1999. A number of systems have been
replaced by Year 2000 compliant systems on client-server platforms.
Hardware failure contingency plans have been established and plans to
address possible extended failures of critical software will be developed by
mid-1999.
Client-server and Desktop Systems. Nicor Gas has completed an inventory and
assessment of its client-server and desktop systems. Many of the systems
are new and were designed to be compliant. Remediation and testing are
scheduled to be completed by mid-1999. Most functional areas have already
developed contingency plans to perform their responsibilities in the event
of failure. Contingency plans to address possible longer-term disruptions
are scheduled to be completed by the third quarter of 1999.
Telecommunications. Inventory and assessment of telecommunication issues,
which involve data and voice communications, have also been completed.
Remediation in some areas has been done through upgrading hardware and
software. Further remediation and testing are scheduled to be completed by
mid-1999. Contingency plans exist for many short duration outages, and by
the third quarter of 1999, the company expects to have addressed any
potentially more severe problems which may occur.
Embedded Systems. The company has performed a system level inventory of
embedded systems, which include items such as process controls in the
storage and transmission operations, building security, air conditioning,
heating and elevator systems. A more detailed inventory and assessment at
the component level in critical areas has been substantially completed, and
is expected to be finalized by the first quarter of 1999. Experience has
indicated that approximately 90 percent of the components identified are
Year 2000 compliant. Remediation has begun and is expected to be completed
by mid-1999. Testing plans for critical processes are being formulated and
testing is expected to be completed by mid-1999. In critical gas supply and
storage areas, disaster recovery plans exist and are being updated for
various potential Year 2000 scenarios.
Nicor Gas Company Page 12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Third Parties. Nicor Gas has contacted entities with which it has a
material relationship, such as natural gas suppliers, pipelines, electric
utilities, telecommunication service providers, banks and other suppliers of
goods and services, to determine their state of readiness. Based on their
responses and the results of ongoing communications, Nicor Gas will consider
new business relationships with alternative providers of products and
services as necessary and to the extent alternatives are available.
Assessment is scheduled to be completed in early 1999, necessary actions
taken by mid-1999, and contingency planning completed by the third quarter
of 1999.
Costs. Nicor Gas has incurred operating expenses of approximately $3
million through December 31, 1998, and estimates an additional $3 million to
$4 million will be incurred in connection with its Year 2000 efforts. These
amounts represent costs incurred relating to hardware and software
modifications and replacements, internal information technology resources
devoted solely to the effort, and outside consultants. The company has also
incurred less than $1 million in capital improvement costs to date that
would have been required in the normal course of business, but were incurred
sooner than originally planned. The company estimates that as much as an
additional $2 million in capital improvement costs may be incurred to
support this project. The timing of expenditures is not indicative of
readiness efforts or progress to date.
Risks. The company relies on the producers of natural gas and suppliers of
interstate transportation capacity to deliver natural gas to the company's
distribution system. External infrastructure, such as electric, telephone
and water service, is necessary for the company's basic operations as well
as the operations of many of its customers.
With respect to Nicor Gas' operations, those over which it has direct
control, the company believes the most significant potential risks involve:
its ability to use electronic devices to control and operate its
distribution system, its ability to respond appropriately to customers'
calls for information and assistance, and its ability to maintain its
internal network of computer systems. The company's Year 2000 project is
designed to concentrate its efforts on these critical areas.
Should any third party with which the company has a material relationship
fail, or should Nicor Gas' actions prove to be less than completely
effective, the impact could become a significant challenge to the company's
ability to operate its distribution system and communicate with its
customers. It could also have a material adverse financial impact,
including but not limited to: lost operating revenues, increased operating
costs and claims from customers related to business interruption. Because
of the uncertainties related to this matter, the company continues to
develop contingency plans.
Nicor Gas Company Page 13
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (concluded)
Contingency Planning. The company's Year 2000 contingency planning
encompasses business continuity both within the company and in the external
business environment. As part of normal business practice, the company
maintains plans to follow during emergencies. For example, many of the
components involved in the gas distribution system can be manually
overridden, and customer calls can be handled at alternate sites. The
company continues to develop contingency plans that will address a variety
of scenarios that could emerge and expects that effort to continue through
1999.
Other Contingencies. The company is involved in legal or administrative
proceedings before various courts and agencies with respect to rates, taxes
and other matters. In addition, the company is conducting environmental
investigations and remedial activities at former manufactured gas plant
sites. Although unable to determine the outcome of these contingencies,
management believes that appropriate accruals have been recorded. Final
disposition of these matters is not expected to have a material impact on
the company's financial condition or results of operations. For further
information, see Contingencies beginning on page 26.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk, see Market
Risk on page 10, which is incorporated herein by reference.
Nicor Gas Company Page 14
Item 8. Financial Statements and Supplementary Data
Page
Report of Independent Public Accountants 15
Financial Statements:
Consolidated Statement of Income 16
Consolidated Statement of Cash Flows 17
Consolidated Balance Sheet 18
Consolidated Statement of Capitalization 19
Consolidated Statement of Retained Earnings 20
Notes to the Consolidated Financial Statements 21
Nicor Gas Company Page 15
Report of Independent Public Accountants
To Northern Illinois Gas Company (Doing business as Nicor Gas Company):
We have audited the accompanying consolidated balance sheet and statement of
capitalization of Nicor Gas Company (an Illinois corporation and a wholly
owned subsidiary of Nicor Inc.) and subsidiary company as of December 31, 1998
and 1997, and the related consolidated statements of income, retained earnings
and cash flows for each of the three years in the period ended December 31,
1998. These financial statements and the schedule referred to below are the
responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements and the schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nicor Gas Company and
subsidiary company as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedule on
page 29 is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, fairly states in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 26, 1999
<TABLE>
Nicor Gas Company Page 16
Consolidated Statement of Income
(millions)
<CAPTION>
Year ended December 31
1998 1997 1996
<S> <C> <C> <C>
Operating revenues $ 1,229.0 $ 1,730.5 $ 1,610.2
Operating expenses
Cost of gas 681.5 1,129.0 1,008.9
Operating and maintenance 144.8 150.8 156.6
Depreciation 120.8 116.6 111.8
Taxes, other than income taxes 96.4 124.0 117.4
Income taxes 52.1 61.5 63.1
1,095.6 1,581.9 1,457.8
Operating income 133.4 148.6 152.4
Other income (expense)
Other, net 8.5 8.6 2.2
Income taxes on other income (3.2) (3.2) (.5)
5.3 5.4 1.7
Interest expense
Interest on debt, net of amounts capitalized 43.4 45.9 44.4
Other 1.2 1.2 2.6
44.6 47.1 47.0
Net income 94.1 106.9 107.1
Dividends on preferred stock .4 .4 .5
Earnings applicable to common stock $ 93.7 $ 106.5 $ 106.6
<F1>
Nicor Gas is a wholly owned subsidiary of Nicor Inc. Earnings and dividends per share information
is therefore omitted.
<F2>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
Nicor Gas Company Page 17
Consolidated Statement of Cash Flows
(millions)
<CAPTION>
Year ended December 31
1998 1997 1996
Operating activities
<S> <C> <C> <C> <C> <C> <C>
Net income $ 94.1 $ 106.9 $ 107.1
Adjustments to reconcile net income to net
cash flow provided from operating activities:
Depreciation 120.8 116.6 111.8
Deferred income tax expense (benefit) 8.3 8.2 (.9)
Change in assets and liabilities:
Receivables, less allowances 85.3 (17.8) (60.8)
Gas in storage 22.3 3.8 (55.2)
Deferred/accrued gas costs 4.8 76.2 (42.4)
Accounts payable 28.9 (77.5) 10.5
Prepaid pension benefit cost (20.9) (12.8) (11.3)
Other (28.7) .7 (13.2)
Net cash flow provided from operating activities 314.9 204.3 45.6
Investing activities
Capital expenditures (112.6) (101.8) (107.7)
Other 8.4 10.8 1.9
Net cash flow used for investing activities (104.2) (91.0) (105.8)
Financing activities
Net proceeds from issuing long-term debt 98.9 99.1 74.2
Disbursements to retire long-term debt (129.5) (77.6) (50.0)
Short-term borrowings (repayments), net (40.1) (29.6) 132.6
Dividends paid (107.9) (109.1) (91.8)
Other (.6) (.5) (.4)
Net cash flow provided from (used for) financing
activities (179.2) (117.7) 64.6
Net increase (decrease) in cash and cash equivalents 31.5 (4.4) 4.4
Cash and cash equivalents, beginning of year - 4.4 -
Cash and cash equivalents, end of year $ 31.5 $ - $ 4.4
Supplemental information
Income taxes paid, net of refunds $ 50.7 $ 56.1 $ 66.9
Interest paid, net of amounts capitalized 61.2 47.3 51.8
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
Nicor Gas Company Page 18
Consolidated Balance Sheet
(millions)
<CAPTION>
December 31
1998 1997
Assets
<S> <C> <C>
Gas distribution plant, at cost $ 3,105.2 $ 3,012.3
Less accumulated depreciation 1,487.4 1,382.3
1,617.8 1,630.0
Other property and investments, net of accumulated
depletion of $14.5 2.4 4.3
Current assets
Cash and cash equivalents - Affiliates 29.2 -
- Other 2.3 -
Receivables, less allowances of $6.1 and $7.6, respectively 236.1 321.4
Gas in storage, at last-in, first-out cost 105.5 127.8
Other 23.3 22.0
396.4 471.2
Other assets 108.8 83.7
$ 2,125.4 $ 2,189.2
Capitalization and liabilities
Capitalization
Long-term debt $ 520.8 $ 520.9
Preferred stock 9.0 9.5
Common equity 679.2 681.4
1,209.0 1,211.8
Current liabilities
Long-term obligations due within one year .5 25.5
Short-term borrowings 214.5 254.6
Accounts payable 242.9 214.0
Accrued gas costs 29.9 25.1
Dividends payable 20.2 31.7
Accrued interest 13.3 30.9
Other 13.5 18.9
534.8 600.7
Deferred credits and other liabilities
Deferred income taxes 196.2 184.6
Regulatory income tax liability 78.6 81.7
Unamortized investment tax credits 44.1 46.2
Other 62.7 64.2
381.6 376.7
$ 2,125.4 $ 2,189.2
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
Nicor Gas Company Page 19
Consolidated Statement of Capitalization
(millions, except share data)
<CAPTION>
December 31
1998 1997
First Mortgage Bonds
Maturity Interest rate
<S> <S> <C> <C> <C> <C>
1998 5.875% $ - $ 25.0
1999 6.25 - 25.0
2000 5.875 50.0 50.0
2001 6.45 75.0 75.0
2002 6.75 50.0 50.0
2003 5.75 50.0 -
2021 8.875 50.0 50.0
2022 8.25 - 75.0
2023 7.375 50.0 50.0
2024 8.25 50.0 50.0
2025 7.26 50.0 50.0
2027 7.375 50.0 50.0
2028 6.58 50.0 -
525.0 550.0
Less: Amount due within one year - 25.0
Unamortized debt discount, net of premium 4.2 4.1
520.8 43.1% 520.9 43.0%
Preferred stock, cumulative, $100 par value, 800,000
shares authorized
Redeemable preferred stock, 4.48% and 5.00% series,
57,000 and 24,000 shares outstanding, respectively,
in 1998, and 60,000 and 26,000 shares outstanding,
respectively, in 1997 8.1 8.6
Less amount due within one year .5 .5
7.6 .6 8.1 .7
Nonredeemable preferred stock, 4.60% and 5.00%
convertible series, 8,750 and 5,258 shares
outstanding, respectively, in 1998 and 1997 1.4 .1 1.4 .1
Common equity
Common stock, $5 par value, 25,000,000 shares authorized,
32,365 shares reserved for conversion and 15,232,414
shares outstanding 76.1 76.1
Paid-in capital 108.0 107.9
Retained earnings 495.1 497.4
679.2 56.2 681.4 56.2
$ 1,209.0 100.0% $ 1,211.8 100.0%
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
Nicor Gas Company Page 20
Consolidated Statement of Retained Earnings
(millions)
<CAPTION>
Year ended December 31
1998 1997 1996
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ 497.4 $ 498.4 $ 516.0
Net income 94.1 106.9 107.1
Dividends declared on common stock (96.0) (107.5) (124.1)
Dividends declared on preferred stock (.4) (.4) (.6)
Balance at end of year $ 495.1 $ 497.4 $ 498.4
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
Nicor Gas Company Page 21
Notes to the Consolidated Financial Statements
Nicor Gas is one of the nation's largest natural gas distribution companies,
serving 1.9 million customers in a service territory that encompasses most
of the northern third of Illinois, excluding the city of Chicago.
ACCOUNTING POLICIES
General. Nicor Gas is a wholly owned subsidiary of Nicor Inc. Nicor Gas
and its affiliates reimburse each other for transactions between the
companies.
Consolidation. The consolidated financial statements include the accounts
of Nicor Gas and its subsidiary. All significant intercompany balances and
transactions have been eliminated. The preparation of the consolidated
financial statements requires management to make estimates that affect the
reported amounts. Actual results could differ from those estimates.
Certain reclassifications were made to conform the prior years' financial
statements to the current year's presentation.
Regulation. Nicor Gas is regulated by the ICC which establishes the rules
and regulations governing utility rates and services in Illinois. The
company applies accounting standards that recognize the economic effects of
rate regulation and, accordingly, has recorded regulatory assets and
liabilities. The company had net regulatory liabilities of about $100
million at December 31, 1998 and 1997.
Operating revenues and gas costs. The cost of gas purchased, adjusted for
inventory activity, is reflected in volumetric charges to customers through
operation of the Uniform Purchased Gas Adjustment Clause (PGA). Any
difference between PGA revenues and recoverable gas costs is deferred or
accrued with a corresponding decrease or increase to cost of gas. This
difference is amortized as it is collected from or refunded to customers
through the PGA.
Depreciation. Property, plant and equipment are depreciated over estimated
useful lives on a straight-line basis. In April 1996, the gas distribution
composite depreciation rate was increased to 4.1 percent from 3.7 percent.
Income taxes. Deferred income taxes are provided for temporary differences
between the tax basis of an asset or liability and its reported amount in
the financial statements. Although the federal investment tax credit has
been eliminated, Nicor Gas continues to amortize prior deferred amounts to
income over the lives of the applicable properties.
Cash and cash equivalents. The company considers investments purchased with
a maturity of three months or less to be cash equivalents.
Receivable credit risk. The company has a diversified customer base and
prudent credit policies which mitigate risk.
Nicor Gas Company Page 22
Notes to the Consolidated Financial Statements (continued)
NEW ACCOUNTING PRONOUNCEMENTS
Derivative instruments and hedging activities. In December 1998, the
Emerging Issues Task Force (EITF) reached a consensus on Issue No. 98-10,
Accounting for Contracts Involved in Energy Trading and Risk Management
Activities. EITF Issue No. 98-10, which is effective for fiscal years
beginning after December 15, 1998, requires contracts entered into under
trading activities to be recorded at fair value on the balance sheet, with
the changes in fair value included in earnings. The effects of application
of EITF Issue No. 98-10 are required to be reported as a cumulative effect
of a change in accounting principle.
In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities. This
statement requires that an entity recognize all derivatives as either assets
or liabilities on the balance sheet and measure those instruments at fair
value. Gains or losses resulting from changes in the values of those
derivatives are to be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. This statement requires
adoption no later than the first quarter of the company's 2000 fiscal year
and must be adopted as a cumulative effect of a change in accounting
principle.
Implementation of these pronouncements is not expected to have a material
impact on the company's financial condition or results of operations.
Internal use computer software. In March 1998, the American Institute of
Certified Public Accountants issued Statement of Position 98-1, Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use.
This statement provides guidance on accounting for the costs of computer
software developed or obtained for internal use and is required to be
adopted no later than the company's 1999 fiscal year. The company has
modified its method of capitalization of such costs by adopting this
statement prospectively on January 1, 1999. Implementation of this
statement is not expected to have a material impact on the company's
financial condition or results of operations.
GAS IN STORAGE
Based on the average cost of gas purchased in December 1998 and 1997, the
estimated replacement cost of gas in inventory at December 31, 1998 and
1997, exceeded the last-in, first-out cost by $159.1 million and $194.6
million, respectively.
Nicor Gas Company Page 23
Notes to the Consolidated Financial Statements (continued)
INCOME TAXES
The components of income tax expense are presented below:
(millions) 1998 1997 1996
Current
Federal $ 40.3 $ 48.8 $ 55.8
State 8.8 9.9 11.1
49.1 58.7 66.9
Deferred
Federal 6.5 6.0 (1.8)
State 1.8 2.2 .9
8.3 8.2 (.9)
Amortization of investment
tax credits, net (2.1) (2.2) (2.4)
Income tax expense $ 55.3 $ 64.7 $ 63.6
The temporary differences which gave rise to the net deferred tax liability
at December 31, 1998 and 1997, were as follows:
(millions) 1998 1997
Deferred tax liabilities
Property, plant and equipment $ 230.1 $ 232.1
Other 18.0 8.1
248.1 240.2
Deferred tax assets
Unamortized investment tax credits 29.0 30.4
Regulatory income tax liability 19.7 20.4
Other 15.6 17.2
64.3 68.0
Net deferred tax liability $ 183.8 $ 172.2
The effective combined federal and state income tax rate was 37 percent,
37.7 percent and 37.2 percent in 1998, 1997 and 1996, respectively.
Differences between federal income taxes computed using the statutory rate
and reported income tax expense are shown below:
(millions) 1998 1997 1996
Federal income taxes using
statutory rate $ 52.3 $ 60.1 $ 59.7
State income taxes, net 7.2 8.2 7.9
Other, net (4.2) (3.6) (4.0)
Income tax expense $ 55.3 $ 64.7 $ 63.6
<PAGE>
Nicor Gas Company Page 24
Notes to the Consolidated Financial Statements (continued)
POSTRETIREMENT BENEFITS
Pension benefits. Nicor Gas maintains noncontributory defined benefit
pension plans covering substantially all employees hired prior to January 1,
1998. The following table sets forth the components of the changes in the
plans' benefit obligation and plan assets for the periods ended October 1,
reconciled to the prepaid pension benefit cost recorded in the financial
statements at December 31:
(millions) 1998 1997
Change in benefit obligation
Benefit obligation at beginning of period $ 223.9 $ 245.3
Service cost 6.7 6.5
Interest cost 16.0 17.6
Actuarial (gain) loss 18.5 (2.4)
Benefits paid (22.8) (43.1)
Benefit obligation at end of period 242.3 223.9
Change in plan assets
Fair value of plan assets at beginning of period 422.6 381.9
Actual return on plan assets 1.5 83.5
Employer contributions .4 .3
Benefits paid (22.8) (43.1)
Fair value of plan assets at end of period 401.7 422.6
Funded status 159.4 198.7
Unrecognized net actuarial gain (61.7) (118.5)
Unrecognized transition asset (12.5) (16.3)
Unrecognized prior service cost 3.3 3.7
Other 3.2 3.2
Prepaid pension benefit cost at December 31 $ 91.7 $ 70.8
Net periodic pension cost (benefit) included the following components:
(millions) 1998 1997 1996
Service cost $ 6.7 $ 6.5 $ 7.7
Interest cost 16.0 17.6 19.8
Expected return on plan assets (35.1) (31.6) (31.3)
Recognized net actuarial gain (4.7) (1.6) (.4)
Amortization of unrecognized
transition asset (3.8) (3.8) (3.8)
Amortization of prior service cost .4 .4 .4
Net periodic pension cost (benefit) $ (20.5) $ (12.5) $ (7.6)
Assumptions used in the computations included the following:
1998 1997
Discount rate 6.75% 7.50%
Expected return on plan assets 9.00 8.50
Rate of compensation increase 4.00 5.00
Nicor Gas Company Page 25
Notes to the Consolidated Financial Statements (continued)
Other postretirement benefits. Health care and life insurance benefits are
provided for eligible retired employees of Nicor Gas. Certain employees'
postretirement health care benefits have been capped to a defined annual per
capita medical cost. The following table sets forth the components of the
changes in the plans' benefit obligation and plan assets for the period
ended October 1, reconciled to the accrued other postretirement benefit cost
recorded in the financial statements at December 31:
(millions) 1998 1997
Change in benefit obligation
Benefit obligation at beginning of period $ 115.0 $ 114.2
Service cost 1.3 1.7
Interest cost 8.3 8.3
Amendments - (3.1)
Actuarial loss .9 2.0
Plan participants' contributions .7 .7
Benefits paid (7.9) (8.8)
Benefit obligation at end of period 118.3 115.0
Change in plan assets
Fair value of plan assets at beginning of period 16.6 13.4
Actual return on plan assets - 3.2
Employer contributions 7.2 8.1
Plan participants' contributions .7 .7
Benefits paid (7.9) (8.8)
Fair value of plan assets at end of period 16.6 16.6
Funded status (101.7) (98.4)
Unrecognized transition obligation 43.2 46.3
Unrecognized net actuarial loss 6.4 4.1
Other .8 (1.6)
Accrued other postretirement benefit
cost at December 31 $ (51.3) $ (49.6)
Net periodic postretirement benefit cost included the following components:
(millions) 1998 1997 1996
Service cost $ 1.3 $ 1.7 $ 2.6
Interest cost 8.3 8.3 9.0
Expected return on plan assets (1.4) (1.2) (1.0)
Amortization of unrecognized
transition obligation 3.1 3.3 3.6
Net periodic postretirement
benefit cost $ 11.3 $ 12.1 $ 14.2
For measurement purposes, the health care cost trend rate for pre-Medicare
benefits was assumed to be 7 percent for 1999, declining to 5 percent by
2001 and remaining at that level thereafter. The health care cost trend
rate for post-Medicare benefits was assumed to be 5 percent. A one-per-
Nicor Gas Company Page 26
Notes to the Consolidated Financial Statements (continued)
centage-point change in the assumed health care cost trend rates would have
the following effects:
One percent
(millions) Increase Decrease
Effect on total of service and
interest cost components $ 1.1 $ (.9)
Effect on benefit obligation 13.0 (10.9)
Other assumptions are consistent with those used in the valuation of pension
benefits.
SHORT- AND LONG-TERM DEBT
The company maintains short-term credit agreements with major domestic and
foreign banks. These agreements, which serve as backup for the issuance of
commercial paper, totaled $250 million at December 31, 1998. Commitment
fees of up to .07 percent per annum were paid on these lines. All credit
agreements have variable interest rate options tied to short-term markets.
The company had $214.5 million and $254.4 million of commercial paper
outstanding with a weighted average interest rate of 5.7 percent and 6.0
percent at December 31, 1998 and 1997, respectively.
Bank cash balances averaged about $1.9 million during 1998, which partially
compensated for the cost of maintaining accounts and other banking
services. Such demand balances may be withdrawn at any time.
First mortgage bonds are secured by liens on substantially all gas
distribution property and franchises.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The recorded amount of short-term borrowings approximates fair value
because of the short maturity of the instruments. Based on quoted market
interest rates, the recorded amount of long-term debt outstanding,
including current maturities, also approximates fair value.
CONTINGENCIES
The company is involved in legal or administrative proceedings before
various courts and agencies with respect to rates, taxes and other matters.
Current environmental laws may require cleanup of certain former
manufactured gas plant sites. To date, Nicor Gas has identified about 40
properties for which it may, in part, be responsible. The majority of
these properties are not presently owned by the company. Information
regarding preliminary site reviews has been presented to the Illinois
Environmental Protection Agency. More detailed investigations and remedial
activities are either in progress or planned at many of these sites. The
results of continued testing and analysis should determine to what extent
additional remediation is necessary and may provide a basis for estimating
any additional future costs which, based on industry experience, could be
significant. In accordance with ICC authorization, the company has been
recovering these costs from its customers.
Nicor Gas Company Page 27
Notes to the Consolidated Financial Statements (concluded)
On December 20, 1995, Nicor Gas filed suit in the Circuit Court of Cook
County against certain insurance carriers seeking recovery of environmental
cleanup costs of certain former manufactured gas plant sites. Presently,
management cannot predict the outcome of this lawsuit. Any recoveries from
such litigation or other sources will be flowed back to the company's
customers.
Although unable to determine the outcome of these contingencies, management
believes that appropriate accruals have been recorded. Final disposition of
these matters is not expected to have a material impact on the company's
financial condition or results of operations.
QUARTERLY RESULTS (UNAUDITED)
Quarterly results fluctuate due mainly to the seasonal nature of the gas
distribution business.
Quarter ended
(millions) Mar. 31 June 30 Sept. 30 Dec. 31
1998
Operating revenues $ 504.2 $ 214.8 $ 148.0 $ 362.0
Operating income 42.1 31.2 26.1 34.1
Net income 30.5 23.5 17.0 23.1
1997
Operating revenues $ 819.9 $ 244.0 $ 151.1 $ 515.5
Operating income 47.4 33.7 26.0 41.5
Net income 34.7 24.2 15.6 32.4
Nicor Gas Company Page 28
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 1) Financial Statements:
See Item 8, Financial Statements and Supplementary Data, on
page 14 filed herewith, for a list of financial statements.
2) Financial Statement Schedules:
Schedule
Number Page
Report of Independent Public Accountants 15
II Valuation and Qualifying Accounts 29
Schedules other than those listed are omitted because they are not
applicable.
3) Exhibits Filed:
See Exhibit Index beginning on page 32 filed herewith.
(b) The company did not file a report on Form 8-K during the fourth
quarter of 1998.
<TABLE>
Nicor Gas Company Page 29
Schedule II
VALUATION AND QUALIFYING ACCOUNTS
(millions)
<CAPTION>
Additions
Balance at Charged to Charged Balance at
beginning costs and to other (a) end of
Description of period expenses accounts Deductions period
1998
Allowance
for uncollectible
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
accounts receivable $ 7.6 $ 12.6 $ - $ 14.1 $ 6.1
1997
Allowance
for uncollectible
accounts receivable $ 6.1 $ 15.3 $ - $ 13.8 $ 7.6
1996
Allowance
for uncollectible
accounts receivable $ 4.7 $ 11.0 $ - $ 9.6 $ 6.1
<F1>
(a) Accounts receivable written off, net of recoveries.
</TABLE>
Nicor Gas Company Page 30
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Nicor Gas Company
Date March 19, 1999 By DAVID L. CYRANOSKI
David L. Cyranoski
Senior Vice President,
Secretary and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 19, 1999.
Signature Title
THOMAS L. FISHER Chairman, President, Chief
Thomas L. Fisher Executive Officer and Director
DAVID L. CYRANOSKI Senior Vice President, Secretary
David L. Cyranoski and Treasurer and Principal
Financial Officer
GEORGE M. BEHRENS Vice President and Controller and
George M. Behrens Principal Accounting Officer
ROBERT M. BEAVERS, JR.* Director
BRUCE P. BICKNER* Director
JOHN H. BIRDSALL, III* Director
THOMAS A. DONAHOE* Director
JOHN E. JONES* Director
DENNIS J. KELLER* Director
SIDNEY R. PETERSEN* Director
PATRICIA A. WIER* Director
*By MARIANNE T. LORENZ
Marianne T. Lorenz
(Attorney-in-fact)
Nicor Gas Company Page 31
Supplemental Information
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security holders as Nicor
Gas is a wholly owned subsidiary of Nicor Inc.
Nicor Gas Company Page 32
Exhibit Index
Exhibit
Number Description of Document
1.01 Underwriting agreement, dated January 28, 1999, between the
company and Salomon Smith Barney Inc.
3.01 * Articles of Incorporation of the company. (File No. 1-7296,
Form 10-K for 1980, Exhibit 3-01.)
3.02 * Amendment to Articles of Incorporation of the company. (File
No. 1-7296, Form 10-Q for June 1994, Exhibit 3.01.)
3.03 * By-Laws of the company as amended by the company's Board of
Directors on May 3, 1995. (File No. 1-7296, Form 10-Q for March
1995, Exhibit 3(ii).01.)
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.)
Nicor Gas Company Page 33
Exhibit Index (continued)
Exhibit
Number Description of Document
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.)
Nicor Gas Company Page 34
Exhibit Index (concluded)
Exhibit
Number Description of Document
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.)
4.19 Supplemental Indenture, dated February 1, 1999, of the company to
Harris Trust and Savings Bank, Trustee, under Indenture dated as of
January 1, 1954.
Other debt instruments are omitted in accordance with Item
601(b)(4)(iii)(A) of Regulation S-K. Copies of such agreements
will be furnished to the Commission upon request.
12.01 Computation of Consolidated Ratio of Earnings to Fixed Charges.
23.01 Consent of Independent Public Accountants.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
* These exhibits have been previously 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, where applicable, are
stated, in parentheses, in the description of such exhibit.
Upon written request, the company will furnish free of charge a copy of
any exhibit. Requests should be sent to Investor Relations at the
corporate headquarters.
Nicor Gas Company
Form 10-K
Exhibit 1.01
NORTHERN ILLINOIS GAS COMPANY
$50,000,000
FIRST MORTGAGE BONDS
5.37% SERIES DUE FEBRUARY 1, 2009
UNDERWRITING AGREEMENT
January 28, 1999
Salomon Smith Barney Inc.
7 World Trade Center
New York, New York 10048
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 you
(the "Underwriter"), $50,000,000 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 Underwriter, and the Underwriter agrees to purchase from
the Company, all of the Bonds on the following terms and conditions:
<TABLE>
<S> <C>
Aggregate principal amount of Bonds to be
purchased:................................. $50,000,000
Rate of interest per annum to be borne by the
Bonds (payable semiannually):.............. 5.37% (such rate to be a multiple of .001%)
Maturity date of the Bonds:.................. February 1, 2009
Price to be paid to the Company for the
Bonds:..................................... 99.35% 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:..................................... 100% 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:................. The Depository Trust Company
55 Water Street
New York, New York 10004
Date and time of Time of Delivery:........... February 5, 1999 at 9:00 a.m. Chicago Time
Place for checking Bonds on the business day
prior to Time of Delivery:................. The Depository Trust Company
55 Water Street
New York, New York 10004
Redemption and Sinking Fund:................. The Bonds may not be called for redemption by
the Company. No sinking fund will be provided.
</TABLE>
1
<PAGE>
<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
ANNEX A
NORTHERN ILLINOIS GAS COMPANY
$50,000,000
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 $ 50,000,000 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:
<PAGE>
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.
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 December 17,1998 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>
(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.
3
<PAGE>
(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.
4
<PAGE>
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.
5
<PAGE>
(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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(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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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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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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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
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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
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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>
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
Nicor Gas Company
Form 10-K
Exhibit 4.19
SUPPLEMENTAL INDENTURE
------------------------
DATED FEBRUARY 1, 1999
------------------------
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
5.37% SERIES DUE FEBRUARY 1, 2009
This instrument was prepared by David L. Cyranoski, 1844 Ferry Road, Naperville,
Illinois 60563-9600.
<PAGE>
THIS SUPPLEMENTAL INDENTURE, dated the first day of February, 1999, 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, 5.37% Series due February 1, 2009"
(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, 5.37% SERIES DUE FEBRUARY 1, 2009
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 first day of February, 2009, 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 five and thirty-seven hundredths per centum
(5.37%) per annum, payable
2
<PAGE>
semiannually on the first day of February and the first day of August 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 January 15 or the July 15
(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.
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
3
<PAGE>
(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 February 1,
1999.
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, 5.37%
Series due February 1, 2009" (herein called "bonds of this Series"), the
issuance of which is provided for by a Supplemental Indenture dated February 1,
1999 (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 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
<PAGE>
4
<PAGE>
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.
The bonds of this Series may not be called for redemption by the Company.
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, 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
5
<PAGE>
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, 5.37% Series due February 1,
2009." The bonds of this Series which may be issued and outstanding shall not
exceed $50,000,000 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 February 1, 1999, 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 January 15 and
6
<PAGE>
before the next succeeding February 1 or on or after July 15 and before the next
succeeding August 1 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 February 1, 2009 and shall bear interest at the rate of 5.37% per annum
until the principal thereof shall 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 first day of February and the first day of August 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 January 15 or the July 15 (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.
SECTION 4. The bonds of this Series may not be called for redemption by the
Company.
SECTION 5. No sinking fund is to be provided for the bonds of this Series.
7
<PAGE>
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 February 1, 1999,
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
- -------------------------------------
DAVID L. CYRANOSKI
Senior Vice President, Secretary
and Treasurer
ATTEST:
------------------
ALEXANDER C. ALLISON
Assistant Secretary
HARRIS TRUST AND SAVINGS BANK,
as Trustee
BY
- -------------------------------------
J. BARTOLINI
Vice President
ATTEST:
-------------------------
D.G. DONOVAN
Assistant Secretary
8
<PAGE>
<TABLE>
<S> <C> <C>
STATE OF ILLINOIS H SS:
COUNTY OF DUPAGE
</TABLE>
I, Ann E. Fleming, a Notary Public in the State aforesaid, DO HEREBY
CERTIFY that David L. Cyranoski, Senior Vice President, Secretary and Treasurer
of Northern Illinois Gas Company, an Illinois corporation, one of the parties
described in and which executed the foregoing instrument, and Alexander C.
Allison, 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 Senior Vice President, Secretary and Treasurer and Assistant
Secretary, respectively, and who are both personally known to me to be Senior
Vice President, Secretary 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 Senior Vice President,
Secretary and 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 first day of February, 1999 A.D.
Notary Public
My Commission expires March 31, 2001
9
<PAGE>
<TABLE>
<S> <C> <C>
STATE OF ILLINOIS H SS:
COUNTY OF COOK
</TABLE>
I, Linda E. Garcia, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that J. Bartolini, 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 D.G. Donovan, 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 first day of February, 1999 A.D.
Notary Public
My Commission expires September 23, 2002
10
<PAGE>
RECORDING DATA
This Supplemental Indenture was recorded on February 2 and February 3,
1999, 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>
<TABLE>
Nicor Gas Company
Form 10-K
Exhibit 12.01
Nicor Gas Company
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
(thousands)
<CAPTION>
Year ended December 31
1998 1997 1996 1995 1994
Earnings available to cover fixed charges:
<S> <C> <C> <C> <C> <C>
Net income $ 94,119 $ 106,922 $ 107,106 $ 85,448 $ 93,078
Add: Income taxes 55,299 64,714 63,579 49,881 50,958
Fixed charges 44,870 46,886 46,747 39,400 37,729
Allowance for funds used
during construction (269) (11) (5) (911) (151)
Total $ 194,019 $ 218,511 $ 217,427 $ 173,818 $ 181,614
Fixed charges:
Interest on debt $ 42,624 $ 45,246 $ 43,762 $ 38,129 $ 36,726
Other interest charges and
amortization of debt discount,
premium and expense, net 2,246 1,640 2,985 1,271 1,003
Total $ 44,870 $ 46,886 $ 46,747 $ 39,400 $ 37,729
Ratio of earnings to fixed charges 4.32 4.66 4.65 4.41 4.81
</TABLE>
Nicor Gas Company
Form 10-K
Exhibit 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report, dated January 26, 1999, included in this Form
10-K, into the company's previously filed Form S-3 Registration Statement
in connection with the Nicor Gas Company $225,000,000 First Mortgage Bond
shelf filing (No. 333-69135).
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 18, 1999
Nicor Gas Company
Form 10-K
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 (doing business as Nicor Gas Company), an
Illinois corporation, does hereby constitute and appoint D. L. CYRANOSKI,
G. M. BEHRENS and M. T. LORENZ, 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, the 1998
Annual Report on Form 10-K (and such amendment or amendments thereto as may
be necessary) to be filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 26th day of January, 1999.
ROBERT M. BEAVERS, JR.
Robert M. Beavers, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company (doing business as Nicor Gas Company), an
Illinois corporation, does hereby constitute and appoint D. L. CYRANOSKI,
G. M. BEHRENS and M. T. LORENZ, 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, the 1998
Annual Report on Form 10-K (and such amendment or amendments thereto as may
be necessary) to be filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 26th day of January, 1999.
BRUCE P. BICKNER
Bruce P. Bickner
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company (doing business as Nicor Gas Company), an
Illinois corporation, does hereby constitute and appoint D. L. CYRANOSKI,
G. M. BEHRENS and M. T. LORENZ, 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, the 1998
Annual Report on Form 10-K (and such amendment or amendments thereto as may
be necessary) to be filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 26th day of January, 1999.
JOHN H. BIRDSALL, III
John H. Birdsall, III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company (doing business as Nicor Gas Company), an
Illinois corporation, does hereby constitute and appoint D. L. CYRANOSKI,
G. M. BEHRENS and M. T. LORENZ, 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, the 1998
Annual Report on Form 10-K (and such amendment or amendments thereto as may
be necessary) to be filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 26th day of January, 1999.
THOMAS A. DONAHOE
Thomas A. Donahoe
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company (doing business as Nicor Gas Company), an
Illinois corporation, does hereby constitute and appoint D. L. CYRANOSKI,
G. M. BEHRENS and M. T. LORENZ, 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, the 1998
Annual Report on Form 10-K (and such amendment or amendments thereto as may
be necessary) to be filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 26th day of January, 1999.
JOHN E. JONES
John E. Jones
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company (doing business as Nicor Gas Company), an
Illinois corporation, does hereby constitute and appoint D. L. CYRANOSKI,
G. M. BEHRENS and M. T. LORENZ, 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, the 1998
Annual Report on Form 10-K (and such amendment or amendments thereto as may
be necessary) to be filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 26th day of January, 1999.
DENNIS J. KELLER
Dennis J. Keller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company (doing business as Nicor Gas Company), an
Illinois corporation, does hereby constitute and appoint D. L. CYRANOSKI,
G. M. BEHRENS and M. T. LORENZ, 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, the 1998
Annual Report on Form 10-K (and such amendment or amendments thereto as may
be necessary) to be filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 26th day of January, 1999.
SIDNEY R. PETERSEN
Sidney R. Petersen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company (doing business as Nicor Gas Company), an
Illinois corporation, does hereby constitute and appoint D. L. CYRANOSKI,
G. M. BEHRENS and M. T. LORENZ, 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, the 1998
Annual Report on Form 10-K (and such amendment or amendments thereto as may
be necessary) to be filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 26th day of January, 1999.
PATRICIA A. WIER
Patricia A. Wier
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statement of income, the consolidated balance sheet, the
consolidated statement of capitalization, the consolidated statement of
retained earnings and the consolidated statement of cash flows and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,618
<OTHER-PROPERTY-AND-INVEST> 2
<TOTAL-CURRENT-ASSETS> 396
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 109
<TOTAL-ASSETS> 2,125
<COMMON> 76
<CAPITAL-SURPLUS-PAID-IN> 108
<RETAINED-EARNINGS> 495
<TOTAL-COMMON-STOCKHOLDERS-EQ> 679
8
1
<LONG-TERM-DEBT-NET> 521
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 215
<LONG-TERM-DEBT-CURRENT-PORT> 0
1
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 700
<TOT-CAPITALIZATION-AND-LIAB> 2,125
<GROSS-OPERATING-REVENUE> 1,229
<INCOME-TAX-EXPENSE> 52
<OTHER-OPERATING-EXPENSES> 1,044
<TOTAL-OPERATING-EXPENSES> 1,096
<OPERATING-INCOME-LOSS> 133
<OTHER-INCOME-NET> 5
<INCOME-BEFORE-INTEREST-EXPEN> 138
<TOTAL-INTEREST-EXPENSE> 44
<NET-INCOME> 94
0
<EARNINGS-AVAILABLE-FOR-COMM> 94
<COMMON-STOCK-DIVIDENDS> 96
<TOTAL-INTEREST-ON-BONDS> 37
<CASH-FLOW-OPERATIONS> 315
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0
<FN>
<F1>Nicor Gas is a wholly owned subsidiary of Nicor Inc. Earnings and dividends
per share information is therefore omitted.
</FN>
</TABLE>
