NICOR INC, S-3D, 1994-12-15

NICOR INC
S-3D, 1994-12-15
NATURAL GAS DISTRIBUTION

Previous: NICOR INC, S-8, 1994-12-15

Next: NORTHWESTERN STEEL & WIRE CO, 10-Q, 1994-12-15

<TABLE>
Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
under
the Securities Act of 1933

NICOR Inc.
(Exact name of registrant as specified in charter)

ILLINOIS 36-2855175
(State of Incorporation) (IRS Employer Identification No.)

1844 Ferry Road
Naperville, Illinois 60563-9600
Telephone number (708) 305-9500
(Address and telephone number of principal executive offices)

David L. Cyranoski
Vice President, Secretary and Controller
1844 Ferry Road
Naperville, Illinois 60563-9600
Telephone number (708) 305-9500
(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following. /X/

If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following
box. / /

Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933,
the Prospectus contained in this Registration Statement will be used also in connection with the
offering of securities of the Registrant registered under Registration Statement on Form S-3,
File No. 33-27711.

CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of each Class Amount Offering Aggregate Amount of
of Securities being Price per Offering Registration
being Registered Registered Unit* Price* Fee

<S> <C> <S> <C> <C> <C>
Common Stock, par value $2.50.. 2,000,000 shares $23.125 $46,250,000 $15,949

<F1>
* Estimated solely for purpose of calculating amount of registration fee pursuant to Rule
457(c) and based upon the average of the high and low prices in the New York Stock Exchange
Composite Transactions on December 9, 1994.

</TABLE>

PROSPECTUS

NICOR Inc.

AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN

NICOR hereby offers to holders of its Common and Preferred Stock the
opportunity to purchase shares of its Common Stock, par value $2.50 per
share, with cash dividends automatically reinvested and with optional cash
payments. No service fees or brokerage commissions will be charged to
participants for purchases made under the NICOR Automatic Dividend
Reinvestment and Stock Purchase Plan (the "Plan").

The shares purchased under the Plan may be either newly issued shares
or shares purchased in the open market or in negotiated transactions.

The price of newly issued shares will be the average of the high and
low sale prices of NICOR Common Stock in the New York Stock Exchange
Composite Transactions as reported for the dividend payment or optional cash
purchase date and each of the four preceding trading days. If the dividend
payment or optional cash purchase date is not a trading day, the five
preceding trading days will be used. In any case, the price will not be
less than par.

The price of shares purchased in the open market will be the actual
average cost of the shares acquired for the Plan with respect to a
particular dividend payment or optional cash purchase date.

Further information concerning the Plan is set forth herein under
"NICOR Automatic Dividend Reinvestment and Stock Purchase Plan."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of the Prospectus is December 15, 1994.

AVAILABLE INFORMATION

NICOR is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith,
files reports and other information with the Securities and Exchange
Commission (the "Commission").

Such reports, proxy and information statements and other information
may be inspected and copied at the offices of the Commission at 450 Fifth
Street, N.W., Washington, D.C.; 500 West Madison Street, Chicago, Illinois;
and Seven World Trade Center, New York, New York, and copies of such
material may be obtained from the Public Reference Section of the Commission
in Washington, D.C. 20549 at prescribed rates. In addition, such material
may be inspected at the offices of the New York and Chicago Stock Exchanges
on which the Common Stock of the company is listed.

INCORPORATION BY REFERENCE

The following documents, which have heretofore been filed by the
company with the Commission pursuant to the Exchange Act, are incorporated
by reference in this Prospectus and shall be deemed to be a part hereof:

(a) Annual Report on Form 10-K and Amendment No. 1 thereto for the
year ended December 31, 1993.

(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994, June 30, 1994, and September 30, 1994.

(c) Description of Common Stock included in the Registration Statement
on Form 8-B dated March 19, 1976, Articles 13 and 14 of the
company's Articles of Incorporation concerning certain business
combinations and shareholders' meetings in Proxy Statement dated
March 12, 1987, and Article 5 of NICOR's Articles of Incorporation
concerning the effect of a two-for-one split of the company's
shares included as Exhibit 3-06 in the 1992 Annual Report on Form
10-K.

All documents filed by the company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of filing such documents.

The company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered (including any
beneficial owner), on the written or oral request of any such person, a copy
of any and all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
the information that the Prospectus incorporates. NICOR will also promptly
furnish without charge a copy of its latest Annual Report to Stockholders
upon request. Requests should be directed to David L. Cyranoski, Vice
President, Secretary and Controller, NICOR Inc., P.O. Box 3014, Naperville,
IL 60566-7014, the mailing address of the company's principal executive
offices. The company's telephone number is (708) 305-9500.

- 2 -

THE COMPANY

NICOR is holding company with subsidiaries engaged in gas distribution
and containerized shipping. Its principal business is Northern Illinois
Gas, one of the nation's largest gas distribution companies.

NICOR AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

Introduction

The Plan consists in its entirety of the questions and answers
appearing below.

The Plan

1. What is the Plan?

The Plan provides that the company's stockholders can automatically
invest their cash dividends from shares of Common and Preferred Stock of the
company in shares of the company's Common Stock. Stockholders also may make
optional cash payments of not less than $50 per payment to purchase
additional shares of Common Stock. Optional cash payments of over $5,000
per month are accepted only at the company's discretion. (See Question 11.)

2. What is the purpose of the Plan?

The Plan offers a convenient method for stockholders to invest in
shares of the company's Common Stock without payment of any brokerage
commission or service charge. If funds from reinvested dividends and
optional cash payments are used to purchase newly issued shares from the
company, the proceeds are intended to be used by the company for advances to
or equity investment in its subsidiaries, for other investment
opportunities, or for general corporate purposes. Otherwise, such funds
will be used to purchase shares in the open market for participants. (See
Question 4.)

Administration

3. Who will administer the Plan for participants?

The company will administer the Plan for participants, perform the
other duties relating to the Plan and mail statements of account to the
participants. Common Stock purchased under the Plan will be registered in
the name of the company, as agent for the participants in the Plan. The
company will hold and act as custodian of shares purchased under the Plan,
including shares purchased with optional cash payments.

4. What procedure will be followed when shares are purchased for
participants?

The company, as agent for participants, will purchase shares of Common
Stock. These may be newly issued shares or the company may purchase shares
for participants in the open market or in negotiated transactions. The
decision to purchase shares in the open market or in negotiated transactions
will take into account regulatory requirements, general market conditions,

- 3 -

the price of the Common Stock and the company's need for new equity capital.
Such market purchases may be made on any securities exchange where the
shares are traded, in the over-the-counter market or in negotiated
transactions, and may be on such terms as to price, delivery and otherwise
as the company may determine. All shares purchased on any date will be
either newly issued or purchased in the open market or negotiated
transactions. Participants in the Plan will pay no fees or service charges
in either case. For purposes of the Plan, all shares purchased will be
deemed to have been acquired on the applicable dividend payment or optional
cash purchase date and deemed to be credited to the participant's account on
that date.

Purchase Price

5. What is the purchase price of the shares to participants?

The purchase price of NICOR Common Stock will depend on whether the
shares are newly issued or purchased in the open market or negotiated
transactions.

The price of shares purchased in the open market or negotiated
transactions will be the actual average cost paid by NICOR, as agent.
Shares will be purchased during a period which begins five trading days
prior to the dividend payment or optional cash purchase date and ends 10
trading days after such date, except where beginning earlier or ending later
is necessary or advisable under applicable regulatory requirements or as a
result of market conditions.

Any fraction of a cent per share will be rounded up. The dividend
payment purchase dates are the cash dividend payment dates.

Advantages

6. What are the advantages of the Plan?

Participants in the Plan may reinvest the cash dividends from their
shares of Common and Preferred Stock in additional shares of Common Stock,
and also may invest additional amounts by making optional cash payments.
Optional cash payments may be made in amounts of not less than $50 per
payment, with payments of more than $5,000 per month subject to company
discretion. (See Question 11.) In addition to eliminating brokerage
commissions, service charges and other expenses in connection with shares
purchased under the Plan, participants achieve full investment of funds,
because the Plan permits fractions of shares, as well as whole shares, to be
credited to participants' accounts. (See Question 12.) Moreover,
participants may avoid safekeeping of certificates evidencing shares
credited to their accounts and thus be protected against the risks of loss,
theft or destruction of such certificates (See Question 19.) Statements of
account will be issued after each purchase to provide simplified record
keeping.

- 4 -

Participation in the Plan

7. Who is eligible to participate in the Plan?

All stockholders of record of the company's Common and Preferred Stock
are eligible to participate in the Plan. Owners of the company's stock
whose shares are registered in names other than their own, such as a broker
or nominee, must either arrange with the registered owners to have all or a
portion of their dividends reinvested or become holders of record by having
those shares registered in their own names in order to participate in the
Plan.

8. How does an eligible stockholder participate?

An eligible stockholder may join the Plan at any time by completing an
Authorization Form provided by the company and returning it to NICOR Inc.,
Stockholder Services Department, P.O. Box 3014, Naperville, IL 60566-7014.
Authorization Forms will be furnished to stockholders at any time upon
request to the company at the above address.

9. When may an eligible stockholder join the Plan?

An eligible stockholder may join the Plan at any time. If a properly
completed Authorization Form is received by the company on or before the
first day of January, April, July or October (one month preceding each
normal cash dividend payment date), the subsequent dividend amount will be
used by the company to purchase shares of Common Stock for the account of
the participant. If an Authorization Form is received after the first day
of the months mentioned above, the dividend payable on the next dividend
payment date will be paid in cash and participation in the Plan will begin
with the following dividend. For example, an August 1 cash dividend will be
used to purchase shares of Common Stock under the Plan only if the
Authorization Form is received on or before July 1.

10. What does the Authorization Form provide?

The Authorization Form provides for the reinvestment of all dividends
paid on shares of stock owned. This includes certificated shares (shares
held by you) and uncertificated shares (shares held for you in the Plan).

Optional Cash Payments

11. What is the procedure for making optional cash payments?

Any stockholder of record is eligible to make optional cash payments
after joining the Plan. Cash payments must be a minimum of $50 each and may
exceed $5,000 per month only at company discretion. Cash received by the
last working day of each month will be used to purchase additional shares of
Common Stock as of the next optional cash purchase date. Optional cash
purchase dates are the first day of each month.

A form for making optional cash payments is attached to each
participant's statement of account. (See Question 16.) In order to have
optional cash payments invested, return the completed form to the company,
with a check payable to "NICOR Inc., Agent".

- 5 -

NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS. Therefore, it is
suggested that optional cash payments be sent to the company no more than
fifteen (15) days before an optional cash purchase date. Reasonable mail
delay time should be taken into account so that receipt by the company is on
a timely basis.

A request to return optional cash payments will be honored if a written
request is received by the company prior to the date on which such amounts
would otherwise be invested. The same amount of cash need not be sent each
time an optional cash payment is made and there is no obligation to make
optional cash payments.

Purchases

12. How many shares will be purchased for the participant?

The number of shares, including fractional shares, so purchased will
depend on the amount of dividends invested, the amount of optional cash
payments, if any, and the price per share as determined under Question 5.
Both whole and fractional shares will be purchased, with the latter computed
to three decimal places. Shares purchased, including fractional shares,
will be credited to the participant's account.

Costs

13. Are any fees or expenses incurred by the company to be paid by
participants in the Plan?

No. Participants will incur no brokerage commissions or service
charges for purchases made under the Plan, regardless of whether the shares
are newly issued by the company or purchased in the open market. There will
be no charges upon withdrawal from the Plan or upon termination if the Plan
is terminated by the company.

Withdrawal

14. How does a participant withdraw from the Plan?

In order to withdraw from the Plan, a participant must notify the
company in writing of the desire to withdraw. A form for withdrawal of all
or a portion of the shares being held in the Plan is printed on the back of
each participant's statement of account. Written notice should be addressed
to NICOR Inc., Stockholder Services Department, P.O. Box 3014, Naperville,
IL 60566-7014. In the event of withdrawal, or in the event of termination
of the Plan by the company, CERTIFICATES FOR WHOLE SHARES CREDITED TO THE
PARTICIPANT'S ACCOUNT UNDER THE PLAN WILL BE ISSUED and a cash payment will
be made for any fractional share based on the average of the high and low
sale prices of the company's Common Stock in the New York Stock Exchange
Composite Transactions reported for the date the withdrawal notice is
received by the company, or on the termination date, or on the next previous
trading day if the withdrawal or termination date is not a trading day.

15. When may a participant withdraw from the Plan?

A participant may withdraw from the Plan at any time subject to the
following conditions:

- 6 -

If a request to withdraw is received by the company before the first
day of January, April, July or October (one month preceding each normal cash
dividend payment date) a check will be sent to the participant for the
subsequent dividend payment plus any optional cash payments received by the
company which would otherwise have been invested as of that dividend payment
date. For example, if the company receives a withdrawal notice before
July 1, the August 1 dividend, any optional cash payments then held, and all
subsequent dividends, will be paid directly to the withdrawing participant.

If a request to withdraw is received by the company on or after the
first day of January, April, July or October, the subsequent dividend plus
any optional cash payments received by the company will be used to purchase
shares of Common Stock under the Plan. Withdrawal requests received during
January, April, July or October will not be processed until the following
month, so that the shares purchased with the subsequent dividend can be
included. For example, if the company receives a withdrawal notice on or
after July 1, the August dividend will be invested in additional shares of
Common Stock and the withdrawal will be processed in August. In this
example, the November 1 dividend and all subsequent dividends will be paid
directly to the withdrawing participant.

After withdrawing from the Plan, a stockholder may re-enroll by sending
a new Authorization Form to the company. (See Questions 8 and 9.)

Account Statements

16. How will the participant be advised of purchases of Common Stock?

Each participant in the Plan will receive a statement of account as
soon as practicable after each purchase date. These statements are a
participant's continuing record of the cost of shares purchased and should
be retained for income tax purposes.

Each participant will receive copies of all communications sent to
other stockholders including the company's Annual and Quarterly Reports to
Stockholders, Notices of Annual and Special Meetings of Stockholders and
Proxy Statements and income tax information for reporting dividends paid.

Dividends

17. Will participants be credited with dividends on shares held in their
account under the Plan?

Yes. The company pays dividends, as declared, to the stockholders of
record of all its shares of stock. As the holder of record for Plan
participants, the company, as agent, will receive dividends for all Plan
shares held on the record date. It will credit such dividends received to
participants' accounts on the basis of full and fractional shares held in
their accounts, and will invest such dividends in additional shares of
Common Stock.

- 7 -

Stock Certificates

18. Will stock certificates be issued for shares of Common Stock purchased?

Normally, certificates for shares of Common Stock purchased and held
under the Plan will not be issued to participants. The number of shares
credited to an account under the Plan will be shown on the participant's
statement of account. This service protects against loss, theft or
destruction of stock certificates.

Certificates for any number of whole shares credited to an account
under the Plan will be issued upon the written request of a participant. A
form for withdrawal of all or a portion of the shares being held in the Plan
is printed on the back of each participant's statement of account. Any
remaining full shares and fractional shares will continue to be credited to
the participant's account. (See Question 20.)

Shares credited to an account of a participant in the Plan and held by
the company may not be pledged or otherwise hypothecated. A participant who
wishes to pledge such shares must first request that a certificate for such
shares be issued.

When certificates are issued, they will be registered in the
participant's name as shown in the company's stockholder records.
Certificates for fractional shares will not be issued under any
circumstances.

19. What is the safekeeping feature of the Plan and how does it work?

As a participant in the Plan, you may deposit for safekeeping any
Common Stock certificates now registered in your name for credit to your
account under the Plan. There is no charge for this service, and by making
the deposit, you will be relieved of the responsibility for loss, theft or
destruction of the certificates.

It is recommended that certificates be sent to the company by
registered mail, return receipt requested, and properly insured.
Participants should also include the top portion of their Plan statement or
a letter requesting that the certificates be deposited to their account.
The stock certificates should not be endorsed.
- ----------------------------------------------

Other Information

20. What happens when participants sell or transfer all of the shares
registered in their names on the books of the company other than shares
held under the Plan?

When participants dispose of all shares of NICOR stock registered in
their names, the company will continue to invest the dividends on the shares
credited to their accounts under the Plan until otherwise notified.
However, if less than one whole share is remaining in the participant's
account, a check will be sent to the participant for the fractional share
and the account will be closed.

- 8 -

21. What happens if the company has a rights offering?

In the case of a Common Stock rights offering, Plan participants will
receive rights based upon whole shares of Common Stock registered in their
names as of the record date for any such rights offered, and whole shares
credited to their accounts under the Plan as of the record date.

22. What happens if the company issues a stock dividend or declares a stock
split?

Any stock dividend or split shares distributed by the company on shares
held directly by the participant and registered in the participant's name or
shares credited to the account of a participant under the Plan will be added
to the participant's account unless the participant instructs the company
otherwise at least ten (10) days prior to the stock dividend or stock split
payment date. The company will issue a certificate(s) for any split shares
or stock dividend credited to a participant's account to the participant
only upon written request to the company.

23. What are the Federal income tax consequences of participation in the
Plan?

Participants in the Plan have the same Federal income tax obligations
with respect to their dividends as do shareholders who do not participate in
the Plan. Therefore, in general, reinvested dividends are taxable as having
been received in cash even though the participant uses them to purchase
additional shares under the Plan. Accordingly, the amount of any dividend
reinvested through the Plan must be included in the participant's gross
income in the year the dividend would have been paid to the participant had
the participant not elected to participate in the Plan. In the event that
newly issued shares are purchased with reinvested dividends, a participant
will be treated for Federal income tax purposes as having received a
dividend equal in amount to the value of the shares on the reinvestment
date, which may differ from the amount of the cash dividend reinvested.

The Internal Revenue Service ("IRS") has ruled that brokerage fees paid by
the company in purchasing shares of the company's Common Stock for the Plan are
subject to income taxes. The pro rata share of such fees applicable to each
participant will be included in dividend income on a Form 1099 and furnished
to each participant shortly after the end of each calendar year, if the
participant has received at least $10 in dividends during the calendar year.
The amount of such brokerage fees will increase the shareholder's tax basis
for shares acquired under the Plan. Thus, a shareholder's tax basis for
shares acquired under the Plan with reinvested dividends or optional cash
payments will be equal to the amount paid for the shares plus the amount of
any brokerage fees included in the shareholder's income.

Participants are advised to consult their tax advisor to determine the
tax consequences that may result from their participation in the Plan and
from subsequent sale or other disposition of shares purchased under the
Plan.

24. How are income tax withholding provisions applied to stockholders?

The company is required, pursuant to the Interest and Dividend Tax
Compliance Act of 1983, to withhold, for Federal income tax purposes, 31% of

- 9 -

the amount of dividends paid to a United States citizen participant if
either paragraph (a) or (b), below, applies:

(a) The participant has failed to provide a taxpayer identification
number to the company; or, in the case of an account established
after December 31, 1983, the participant has failed to provide a
taxpayer identification number to the company, or has failed to
certify to the company, under penalties of perjury, that the
taxpayer identification number provided is correct and that
participant has not been notified by the IRS that the dividend
payments are subject to withholding. A NICOR Substitute Form W-9
should be used to make the certification.

(b) The IRS has notified the company that the taxpayer identification
number provided by the participant is incorrect, or that the
participant has previously underreported dividend or interest
income to the IRS.

Foreign stockholders also may be subject to United States Income Tax
withholding. In the case of stockholders whose dividends are subject to
United States Income Tax withholding, the company will, to the extent
permitted by law, invest in Common Stock an amount equal to dividends less
the amount of tax required to be withheld. The regular statement of account
confirming purchases made for foreign and domestic participants will
indicate the amount of tax withheld.

25. How many shares will be sold by the company under the Plan?

Of the shares registered with the Securities and Exchange Commission
for this Plan, the company will sell as many shares as the dividends and
optional cash payments of participating stockholders will purchase. The
company anticipates that it will, from time to time, as required, make
additional shares available for purchase under the Plan. (See Question 28.)

26. How will participants' shares held under the Plan be voted at meetings
of stockholders?

For each meeting of stockholders, participants will receive proxies
which will enable them to vote shares registered in their names and also
shares credited to their accounts under the Plan.

27. Who interprets and regulates the Plan?

The company reserves the right to interpret and regulate the Plan, as
deemed desirable or necessary, in connection with its operation.

28. May the Plan be modified or discontinued?

The company reserves the right to suspend, modify or terminate the Plan
at any time. All stockholders, both participants and non-participants in
the Plan, will be notified of any suspension, termination or significant
modification of the Plan. If the Plan is terminated, shares held in the
participant's account will be distributed as described in Question 14.

- 10 -

29. What is the responsibility of the company under the Plan?

In administering the Plan, the company will not be liable for any good
faith act or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of
notice in writing of such death. Participants should recognize that the
company cannot assure them of a profit or protect them against a loss on the
shares purchased by them under the Plan.

- 11 -

NICOR Automatic Dividend
Reinvestment
and
Stock Purchase Plan

TABLE OF CONTENTS

Available Information ............. 2

Incorporation by Reference ........ 2

The Company ....................... 3

NICOR Automatic Dividend
Reinvestment and Stock
Purchase Plan ................. 3

No person has been authorized to
give any information or to make any
representations not contained in this
Prospectus in connection with the offer
contained in this Prospectus, and, if
given or made, such information or
representations must not be relied upon
as having been authorized by NICOR.
This Prospectus does not constitute an
offer to sell or a solicitation of an
offer to buy any of the securities
offered hereby in any jurisdiction to
any person to whom it is unlawful to
make such offer or solicitation in such
jurisdiction. This Prospectus does not
constitute an offer to sell or a solici-
tation of an offer to buy any securities
other than those to which it relates.
The delivery of this Prospectus at any
time does not imply that information
herein is correct at any time subsequent
to its date.

Prospectus
December 15, 1994

PART II.

INFORMATION NOT REQUIRED IN THE PROSPECTUS

The term "Company" refers to NICOR Inc.

Item 14. Other Expenses of Issuance and Distribution.

Estimated expenses of the Company in connection with the issuance and
distribution of the additional Common Stock:

Registration fee - Securities and Exchange Commission ........ $15,949

Blue sky fees and expenses ................................... 2,500

Printing ..................................................... 2,500

Legal fees ................................................... 3,500

Accountants' fees and expenses ............................... 2,000

Miscellaneous expenses ....................................... 1,551

Total .................................................... $28,000

Item 15. Indemnification of Directors and Officers.

The Company is incorporated in Illinois. Section 8.75 of the Illinois
Business Corporation Act of 1983 permits, and in some circumstances
requires, indemnification of officers, directors and employees of the
Company.

The Articles of Incorporation of the Company provide indemnification
for all officers, directors or employees of NICOR. Coverage may also be
extended to persons who, at the request of the Company, serve as agents of
the Company or of any other corporations, associations or entities.
Indemnification is provided, except in relation to matters as to which it is
finally adjudged or determined that the person breached a duty to the
Company, or the person failed to act in good faith for a purpose which the
person reasonable believed to be in the best interest of the Company, or, in
the case of criminal litigation, the person had reasonable cause to believe
that such conduct was unlawful. If the required indemnification standard is
met, indemnification would cover the liabilities and reasonable expenses of
the person.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of

S-1

any action, suit or proceeding, or claims to the extent covered by contracts
of insurance) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

The Company maintains at its expense insurance policies which insure
the Company and the officers and directors of the Company against certain
liabilities, including certain liabilities which might arise under the
Securities Act of 1933.

Item 16. Exhibits.

See Exhibit Index, page S-5

Item 17. Undertakings.

Rule 415 Offering

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with the
Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

S-2

Filings Incorporating Subsequent Exchange Act Documents by Reference

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

S-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, NICOR Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, at its general office, 1844 Ferry
Road, Naperville, Illinois, on the 15th day of December, 1994.

NICOR Inc.

By DAVID L. CYRANOSKI
David L. Cyranoski
Vice President, Secretary
and Controller

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities and on the date indicated.

Signature Title Date

RICHARD G. CLINE Chairman, Chief Executive
Richard G. Cline Officer and Director

DAVID L. CYRANOSKI Vice President, Secretary and
David L. Cyranoski Controller and Principal
Financial Officer

ROBERT M. BEAVERS, JR.* Director

JOHN H. BIRDSALL, III* Director

W. H. CLARK Director

THOMAS L. FISHER* Director December 15, 1994

JOHN E. JONES* Director

DENNIS J. KELLER* Director

CHARLES S. LOCKE Director

SIDNEY R. PETERSEN* Director

DANIEL R. TOLL Director

PATRICIA A. WIER* Director

*By THOMAS D. GREENBERG
Thomas D. Greenberg (Attorney-in-fact)

S-4

EXHIBIT INDEX

Exhibit
Number Description of Document

4.01* Articles of Incorporation of the Company. (File No. 2-55451,
Form S-14, Exhibit 1-03 and Exhibit B of Amendment No. 1
thereto.)

4.02* Amendment to Articles of Incorporation of the Company. (File No.
2-68777, Form S-16, Exhibit 2-01.)

4.03* Amendment to Articles of Incorporation of the Company. (File No.
1-7297, Form 10-K for 1985, Exhibit 3-03.)

4.04* Amendment to Articles of Incorporation of the Company. (File No.
1-7297, Form 10-Q for First Quarter of 1987, Exhibit 19-01.)

4.05* Amendment to Articles of Incorporation of the Company. (File No.
1-7297, Form 10-K for 1992, Exhibit 3-06.)

4.06* Amendments to Articles of Incorporation of the Company. (Proxy
Statement dated March 9, 1994, Exhibit A-1 and Exhibit B
thereto.)

4.07* By-laws of the Company. (File No. 1-7297, Form 10-K for 1991,
Exhibit 3-05.)

5.01 Legal Opinion.

23.01 Consent of Arthur Andersen LLP, Independent Public Accountants.

23.02 Consent of Hill, Taylor & Co., Independent Public Accountants.

23.03 Consent of Counsel. (Reference is made to Exhibit 5.01 for this
Consent.)

24.01 Powers of Attorney.

* The exhibits listed above have been heretofore filed with the Securities
and Exchange Commission as exhibits to registration statements or to other
filings with the Commission and are incorporated herein as exhibits by
reference. The file number and exhibit number of each such exhibit are
stated, in parentheses, in the description of such exhibit.

S-5

December 14, 1994

NICOR Inc.
1844 Ferry Road
P. O. Box 3014
Naperville, IL 60566-7014

Ladies and Gentlemen:

We are representing NICOR Inc. (the "Company") in connection with the
registration under the Securities Act of 1933 of 2,000,000 shares of its
common stock, par value $2.50 per share (the "Stock"), for offering pursuant
to NICOR's Automatic Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). In connection therewith, we have examined or are otherwise
familiar with the Articles of Incorporation of the Company as amended to
date, the By-Laws of the Company as amended to date, the Plan, the subject
Registration Statement, minutes of such meetings of the Board of Directors
of the Company as we have deemed necessary and such other documents and
instruments as we have deemed necessary for the purpose of this opinion.

Based upon the foregoing, we are of the opinion that the Stock is duly
authorized for issue and when issued in accordance with the provisions of
the Plan will be legally issued, fully paid and non-assessable shares of the
Company.

We hereby consent to the filing of this opinion as an Exhibit to the
subject Registration Statement.

Very truly yours,

MAYER, BROWN & PLATT
Mayer, Brown & Platt

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our report dated
January 26, 1994, included in the NICOR Inc. Annual Report on Form 10-K for
the year ended December 31, 1993.

ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Chicago, Illinois
December 14, 1994

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our reports dated
June 28, 1994, on the NI-Gas Savings Investment Plan and the NI-Gas Thrift
Plan financial statements for the years ended December 31, 1993 and 1992,
included in NICOR Inc.'s Form 10-K/A, Amendment No. 1, dated June 28, 1994.

HILL, TAYLOR & CO.
Hill, Taylor & Co.

Chicago, Illinois
December 14, 1994

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, a Director, Officer, or Director and
Officer of NICOR Inc., an Illinois corporation, does hereby constitute and
appoint D. L. CYRANOSKI, D. W. LOHRENTZ and T. D. GREENBERG, and each of
them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and
on behalf of the undersigned as such Director, Officer, or Director and
Officer, a Registration Statement (and such amendment or amendments
thereto as may be necessary) under the Securities Act of 1933, with
respect to the issuance of 2,000,000 shares of Common Stock under the
NICOR Automatic Dividend Reinvestment and Stock Purchase Plan, 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.