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File No. 69-228
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2
FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935
NICOR Inc.
hereby files with the Securities and Exchange Commission, pursuant to Rule
2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935 (hereafter
referred to as "the Act"), and submits the following information:
1. NICOR Inc., an Illinois corporation, is a holding company, whose
subsidiaries are engaged primarily in gas distribution and containerized
shipping. The general office of the company and subsidiary companies,
except as otherwise noted, is located at 1844 Ferry Road, Naperville,
Illinois 60563-9600. The following are subsidiaries of the company, all
of which are wholly owned:
Northern Illinois Gas Company and Subsidiaries
Northern Illinois Gas Company, an Illinois corporation, is a
public utility, as defined in the Act, and is engaged principally
in the purchase, storage, transportation, distribution and sale of
natural gas to the public in northern Illinois, excluding the city
of Chicago. It serves nearly 1.8 million customers in 544
communities and adjacent areas in 35 counties, including areas in
Cook County. Northern Illinois Gas is subject to the
comprehensive jurisdiction of the Illinois Commerce Commission
which has authority to regulate substantially all phases of
Northern Illinois Gas' public utility business in Illinois.
NI-Gas Exploration, Inc., an Illinois corporation and a wholly
owned subsidiary of Northern Illinois Gas, is a partner in an oil
and gas production project that is managed by Northern Illinois
Gas' principal pipeline transporter.
Birdsall, Inc. and Subsidiaries
Birdsall, Inc. (Birdsall), a Florida corporation headquartered in
Riviera Beach, Florida, is engaged primarily in the handling and
carriage of containerized cargo. Birdsall's major subsidiary,
Tropical Shipping and Construction Co., Ltd. (Tropical), a
Bahamian corporation, is engaged in containerized liner shipping
between the Port of Palm Beach, Florida and 22 ports in the
Caribbean, Central America and Mexico. Other wholly owned
Birdsall, Inc. and Subsidiaries (concluded)
subsidiaries of Birdsall or Tropical and places of incorporation
are: Birdsall Shipping Co., Ltd. - Liberia; Birdsall Shipping,
S.A. - Panama; Container Terminals, Ltd. - Bahamas; Freship, S.A.
- Dominican Republic; Belize Container Terminals, Ltd. - Belize;
Tropical Shipping of Canada, Inc. - Delaware; Transfresca, S.A. -
Honduras; Birdsall de Mexico, S.A. - Mexico; and Tropical
Shipping, Inc. - Delaware, all of which either own vessels or act
as shipping agents. Tropic Express, Ltd., a Bahamian corporation,
owns and operates an airplane for use by Birdsall and its
subsidiaries. Seven Seas Insurance Company, Ltd. - Bahamas and
Seven Seas Insurance Company, Inc. - Florida insure marine risk
for cargo. Tropic Fresh, Inc. - Delaware and Flotrin Air, Inc. -
Florida sold substantially all the assets of SWECOM USA, a
container manufacturing operation in November of 1993.
Other Subsidiaries
NICOR Energy Services Company, a Delaware corporation, offers
service contracts on residential heating and air conditioning
equipment in various communities of northern Illinois.
NICOR Oil and Gas Corporation, a Delaware corporation, is a
holding company formerly engaged in gas and oil exploration and
production operations which were sold in 1993. Its remaining
subsidiaries, which have no operations, and places of
incorporation are: NICOR Exploration International Company -
Delaware; NICOR Exploration Canada Ltd. - Delaware; Reliance
Pipeline Company - Delaware; and Reliance USA Inc. - Delaware.
NICOR National Inc., a Delaware corporation, and its two wholly
owned subsidiaries, NICOR National Louisiana Inc. and NICOR
National Illinois Inc., also both Delaware corporations, were
formerly engaged in the shipyard business and have disposed of
substantially all of their assets.
NICOR Mining Inc., a Delaware corporation, formerly engaged in the
coal mining business, has disposed of substantially all of its
assets.
2. Gas Distribution Properties. The gas distribution, transmission
and storage system of Northern Illinois Gas is wholly within the State of
Illinois and includes approximately 27,000 miles of mains, approximately
24,000 miles of service pipe connecting the mains to customers' premises
and seven underground storage fields. Other properties of Northern
Illinois Gas include buildings, land, motor vehicles, meters, regulators,
compressors, construction equipment, tools and communication, computer and
office equipment, as required for the conduct of its business.
- 2 -
Other Subsidiaries (concluded)
3. The following information relates to Northern Illinois Gas Company
for calendar year 1993:
a. Mcf of natural gas distributed at
retail (1) 289,697,867
b. Mcf of natural gas distributed at
retail outside of Illinois None
c. Mcf of natural gas sold at wholesale
outside of or at the state line of
Illinois (2) 331,000
d. Mcf of natural gas purchased outside
of or at the state line of Illinois (3) 185,119,167
(1) Represents direct sales to residential and commercial consumers only.
Sales to industrial consumers for their own use were 13,712,324 Mcf.
In addition, 135,426,916 Mcf and 49,977,056 Mcf of customer-owned gas
were delivered to industrial and commercial consumers, respectively,
through transportation agreements.
(2) Represents buy/sell transactions with a third party such as a
marketer, broker and/or other reseller of natural gas, undertaken for
the benefit of retail ratepayers. No gas was sold directly to end-
users outside the state of Illinois.
(3) Although this gas is purchased outside of Illinois, it is transported
to Illinois by nonaffiliated pipelines and substantially all of the
gas is delivered inside the State.
- 3 -
Signature
The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 23rd day of February, 1994.
NICOR Inc.
By JOHN J. LANNON
John J. Lannon
Senior Vice President and
Chief Financial Officer
CORPORATE SEAL
ATTEST:
A. C. ALLISON
A. C. Allison
Assistant Secretary
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:
J. J. Lannon
Senior Vice President and
Chief Financial Officer
NICOR Inc.
P. O. Box 3014
Naperville, Illinois 60566-7014
- 4 -
Exhibits Filed Herewith
Exhibit
Number Description
A-1 NICOR Inc. Consolidating Statement of Income
A-2 NICOR Inc. Consolidating Balance Sheet
A-3 NICOR Inc. Consolidating Statement of Retained Earnings
A-4 Birdsall, Inc. Consolidating Statement of Income
A-5 Birdsall, Inc. Consolidating Balance Sheet
A-6 Birdsall, Inc. Consolidating Statement of Retained Earnings
- 5 -
<TABLE>
NICOR Inc. Exhibit A-1
Consolidating Statement of Income (Unaudited)
For the Year Ended December 31, 1993
(Millions, except per share date)
<CAPTION>
Discontinued
Northern Operations,
Illinois NICOR Adjustments
NICOR Gas Energy and
Inc. Company Birdsall, Inc.* Services Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $ $1,533.3 $ 140.5 $ .1 $ $1,673.9
Operating expenses
Cost of gas 1,007.1 1,007.1
Operating and maintenance 3.2 141.4 109.7 1.9 (.1) 256.1
Depreciation 83.7 12.8 96.5
Taxes, other than income
taxes 113.5 2.6 116.1
3.2 1,345.7 125.1 1.9 (.1) 1,475.8
Operating income (loss) (3.2) 187.6 15.4 (1.8) .1 198.1
Other income (expense)
Income from continuing
subsidiaries 103.2 (103.2) -
Interest income 1.0 .6 1.5 (1.2) 1.9
Other, net 5.6 (.4) (.3) .1 5.0
109.8 .2 1.2 - (104.3) 6.9
Income (loss) before interest
on debt and income taxes 106.6 187.8 16.6 (1.8) (104.2) 205.0
Interest on debt, net of
amounts capitalized 1.2 40.0 1.2 (1.0) 41.4
Income (loss) before income
taxes 105.4 147.8 15.4 (1.8) (103.2) 163.6
Income taxes (4.0) 52.9 6.0 (.7) 54.2
Income (loss) from continuing
operations 109.4 94.9 9.4 (1.1) (103.2) 109.4
Income from discontinued operations,
net of income taxes 2.3 2.3
Net income (loss) 111.7 94.9 9.4 (1.1) (103.2) 111.7
Dividends on preferred and
preference stock 1.0 .5 (.5) 1.0
Earnings (loss) applicable
to common stock $ 110.7 $ 94.4 $ 9.4 $ (1.1) $ (102.7) $ 110.7
Average shares of common stock
outstanding 55.1
Earnings per average share
Continuing operations $1.97
Discontinued operations .04
$2.01
<F1>
* From Birdsall, Inc. Consolidated column on Exhibit A-4.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-2
Consolidating Balance Sheet Page 1 of 2
December 31, 1993 (Unaudited)
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois NICOR Adjustments
NICOR Gas Energy and
Inc. Company Birdsall, Inc.* Services Eliminations Consolidated
ASSETS
Current assets
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 1.7 $ .5 $ 8.3 $ .5 $ (.5) $ 10.5
Short-term investments at cost
which approximates market 51.6 51.6
Receivables,
less allowances of $6.8 50.0 261.5 16.9 (51.2) 277.2
Gas in storage, at last-in,
first-out cost 97.8 97.8
Deferred gas costs 56.9 56.9
Other 1.2 24.5 4.2 (14.9) 15.0
52.9 441.2 81.0 .5 (66.6) 509.0
Investments in continuing
subsidiaries 809.0 (809.0) -
Investments and other 86.0 45.5 1.0 (76.1) 56.4
Discontinued operations, net .5 .5
Property, plant and equipment,
at cost
Gas distribution 2,627.8 36.3 2,664.1
Shipping 219.8 219.8
Other .2 .2
- 2,627.8 219.8 .2 36.3 2,884.1
Less accumulated depreciation 1,094.2 97.3 36.4 1,227.9
- 1,533.6 122.5 .2 (.1) 1,656.2
$ 947.9 $2,020.3 $ 204.5 $ .7 $ (951.3) $2,222.1
<F1>
* From Birdsall, Inc. Consolidated column on Exhibit A-5 page 1 of 2.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-2
Consolidating Balance Sheet Page 2 of 2
December 31, 1993 (Unaudited)
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois NICOR Adjustments
NICOR Gas Energy and
Inc. Company Birdsall, Inc.* Services Eliminations Consolidated
LIABILITIES AND CAPITALIZATION
Current liabilities
Long-term obligations due
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
within one year $ .3 $ .5 $ $ $ (.5) $ .3
Short-term borrowings 28.5 273.0 23.0 (20.5) 304.0
Accounts payable 100.2 204.0 16.0 .4 (91.6) 229.0
Accrued taxes and interest .4 67.6 (.7) (.1) (43.2) 24.0
Other 17.1 1.6 8.3 27.0
146.5 546.7 38.3 .3 (147.5) 584.3
Deferred credits and other
liabilities
Deferred income taxes 1.4 156.6 26.4 (.2) (16.0) 168.2
Regulatory income tax
liability 95.5 95.5
Unamortized investment
tax credits 55.9 55.9
Other 79.4 36.5 2.1 20.7 138.7
80.8 344.5 28.5 (.2) 4.7 458.3
Capitalization
Long-term debt 446.4 12.5 458.9
Preferred and preference stock
Redeemable 16.6 10.1 (10.1) 16.6
Nonredeemable .1 1.4 (1.4) .1
Common stock 134.9 76.2 .5 2.0 (78.7) 134.9
Paid-in capital 134.5 107.8 (107.8) 134.5
Retained earnings
(since Dec. 31, 1985) 434.5 487.2 124.7 (1.4) (610.5) 434.5
720.6 1,129.1 137.7 .6 (808.5) 1,179.5
$ 947.9 $2,020.3 $ 204.5 $ .7 $ (951.3) $2,222.1
<F1>
* From Birdsall, Inc. Consolidated column on Exhibit A-5 page 2 of 2.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-3
Consolidating Statement of Retained Earnings (Unaudited)
December 31, 1993
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois NICOR Adjustments
NICOR Gas Energy and
Inc. Company Birdsall, Inc.* Services Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ 390.9 $ 462.9 $ 116.9 $ (.3) $ (579.5) $ 390.9
Net income (loss) 111.7 94.9 9.4 (1.1) (103.2) 111.7
Dividends on common stock (67.1) (70.1) (1.6) 71.7 (67.1)
Dividends on preferred and
preference stock (1.0) (.5) .5 (1.0)
Balance at end of year $ 434.5 $ 487.2 $ 124.7 $ (1.4) $ (610.5) $ 434.5
<F1>
* From Birdsall, Inc. Consolidated column on Exhibit A-6.
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-4
Consolidating Statement of Income (Unaudited)
For the Year Ended December 31, 1993
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries* Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $ 46.0 $ 127.7 $ 11.0 $ 15.8 $ (60.0) $ 140.5
Operating expenses
Operating and maintenance 44.8 107.6 4.3 13.1 (60.1) 109.7
Depreciation 3.8 6.2 2.4 .5 (.1) 12.8
Taxes, other than income
taxes 2.0 .6 2.6
50.6 114.4 6.7 13.6 (60.2) 125.1
Operating income (loss) (4.6) 13.3 4.3 2.2 .2 15.4
Other income (expense)
Interest income 2.4 (1.1) .2 1.5
Other, net 2.5 1.7 .3 (4.8) (.3)
2.5 4.1 (1.1) .5 (4.8) 1.2
Income (loss) before interest
on debt and income taxes (2.1) 17.4 3.2 2.7 (4.6) 16.6
Interest on debt, net of
amounts capitalized 1.4 (.2) 1.2
Income (loss) before income
taxes (3.5) 17.4 3.4 2.7 (4.6) 15.4
Income taxes 5.2 .8 6.0
Net income (loss) $ (8.7) $ 17.4 $ 3.4 $ 1.9 $ (4.6) $ 9.4
<F1>
* Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-5
Consolidating Balance Sheet Page 1 of 2
December 31, 1993 (Unaudited)
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries* Eliminations Consolidated
ASSETS
Current assets
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 1.0 $ 5.8 $ $ 1.5 $ $ 8.3
Short-term investments, at cost
which approximates market 45.0 6.6 51.6
Receivables,
less allowances of $1.3 .2 14.1 2.6 16.9
Other 2.4 1.3 .5 4.2
3.6 66.2 - 11.2 - 81.0
Investments in subsidiaries 6.4 28.6 6.6 (41.6) -
Investments and other 7.6 8.1 (1.6) (13.1) 1.0
Property, plant and equipment,
at cost 56.3 86.6 68.0 7.9 1.0 219.8
Less accumulated depreciation 33.5 42.4 16.0 3.8 1.6 97.3
22.8 44.2 52.0 4.1 (.6) 122.5
$ 40.4 $ 147.1 $ 52.0 $ 20.3 $ (55.3) $ 204.5
<F1>
* Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-5
Consolidating Balance Sheet Page 2 of 2
December 31, 1993 (Unaudited)
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries* Eliminations Consolidated
LIABILITIES AND CAPITALIZATION
Current liabilities
<S> <C> <C> <C> <C> <C> <C>
Short-term borrowings $ 23.0 $ $ $ $ $ 23.0
Accounts payable 7.4 8.1 2.8 10.9 (13.2) 16.0
Accrued taxes and interest (.7) (.7)
29.7 8.1 2.8 10.9 (13.2) 38.3
Deferred credits and other
liabilities
Deferred income taxes 26.4 26.4
Other .3 .4 .6 .8 2.1
26.7 .4 .6 .8 - 28.5
Capitalization
Long-term debt 12.5 12.5
Preferred and preference stock 2.0 (2.0) -
Common stock .5 3.3 (3.3) .5
Paid-in capital 25.2 6.4 (31.6) -
Retained earnings (29.0) 136.6 23.4 (1.1) (5.2) 124.7
(16.0) 138.6 48.6 8.6 (42.1) 137.7
$ 40.4 $ 147.1 $ 52.0 $ 20.3 $ (55.3) $ 204.5
<F1>
* Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-6
Consolidating Statement of Retained Earnings (Unaudited)
December 31, 1993
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries* Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ (18.8) $ 121.2 $ 20.0 $ (.2) $ (5.3) $ 116.9
Net income (loss) (8.7) 17.4 3.4 1.9 (4.6) 9.4
Dividends on common stock (1.5) (1.8) (2.8) 4.5 (1.6)
Dividends on preferred stock (.2) .2 -
Balance at end of year $ (29.0) $ 136.6 $ 23.4 $ (1.1) $ (5.2) $ 124.7
<F1>
* Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
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