|
|
|
|
|
|
|
|
|
|
|
|
|
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 Subsidiary
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 more than 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
Birdsall, Inc. and Subsidiaries (concluded)
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
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.
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 Technologies Inc., a Delaware corporation, formerly known as
NICOR Exploration International Company, tests, evaluates and
assists in the development of new natural gas products and
consults on field operations relating to the natural gas industry.
NICOR Energy Ventures Company, a Delaware corporation, serves as a
holding company for several nonutility projects. Its subsidiary,
NICOR NGV Corp., also a Delaware corporation, has entered into a
partnership arrangement to provide turnkey refueling stations for
the emerging natural gas vehicle market.
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. Its remaining
subsidiaries, which have no operations, and places of
incorporation are: 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 -
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 27,600 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.
3. The following information relates to Northern Illinois Gas Company
for calendar year 1994:
a. Mcf of natural gas distributed at
retail (1) 276,289,289
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) 3,714,147
d. Mcf of natural gas purchased outside
of or at the state line of Illinois (3) 290,974,343
(1) Represents direct sales to residential and commercial
consumers only. Sales to industrial consumers for their
own use were 12,416,045 Mcf. In addition, 156,885,912
Mcf and 54,236,757 Mcf of customer-owned gas were
delivered to industrial and commercial consumers,
respectively, through transportation agreements.
(2) Represents 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.
4. Not applicable.
- 3 -
Signature
The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 22nd day of February, 1995.
NICOR Inc.
By DAVID L. CYRANOSKI
David L. Cyranoski
Vice President, Secretary
and Controller
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:
D. L. Cyranoski
Vice President, Secretary
and Controller
NICOR Inc.
P. O. Box 3014
Naperville, Illinois 60566-7014
- 4 -
Exhibits Index
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
B Financial Data Schedule (NICOR Inc. Consolidated) - See
EX-27
C Not applicable.
- 5 -
<TABLE>
NICOR Inc. Exhibit A-1
Consolidating Statement of Income (Unaudited)
For the Year Ended December 31, 1994
(Millions, except per share date)
<CAPTION>
Discontinued
Northern Operations,
Illinois Adjustments
NICOR Gas Birdsall, Other and
Inc. Company Inc. (a) Subsidiaries(b) Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $ $1,455.0 $ 153.0 $ 1.4 $ $1,609.4
Operating expenses
Cost of gas 924.9 924.9
Operating and maintenance 2.1 149.0 118.4 3.3 (.1) 272.7
Depreciation 90.0 13.0 .1 103.1
Taxes, other than income
taxes 112.0 3.0 115.0
2.1 1,275.9 134.4 3.4 (.1) 1,415.7
Operating income (loss) (2.1) 179.1 18.6 (2.0) .1 193.7
Other income (expense)
Income from continuing
subsidiaries 103.1 (103.1) -
Interest income 2.1 1.3 1.6 (2.7) 2.3
Other, net 4.9 1.4 (1.1) (.5) 4.7
110.1 2.7 .5 - (106.3) 7.0
Income (loss) before interest
on debt and income taxes 108.0 181.8 19.1 (2.0) (106.2) 200.7
Interest on debt, net of
amounts capitalized 2.2 37.7 1.6 (1.4) 40.1
Income (loss) before income
taxes 105.8 144.1 17.5 (2.0) (104.8) 160.6
Income taxes (4.7) 51.0 6.3 (.8) (.7) 51.1
Income (loss) from continuing
operations 110.5 93.1 11.2 (1.2) (104.1) 109.5
Income from discontinued operations,
net of income taxes (.8) .8 -
Net income (loss) 109.7 93.1 11.2 (1.2) (103.3) 109.5
Dividends on preferred and
preference stock .6 .6 (.6) .6
Earnings (loss) applicable
to common stock $ 109.1 $ 92.5 $ 11.2 $ (1.2) $ (102.7) $ 108.9
Average shares of common stock
outstanding 52.6
Earnings per average share of
common stock $2.07
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-4.
(b) Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-2
Consolidating Balance Sheet Page 1 of 2
December 31, 1994 (Unaudited)
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois Adjustments
NICOR Gas Birdsall, Other and
Inc. Company Inc. (a) Subsidiaries(b) Eliminations Consolidated
ASSETS
Current assets
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ .1 $ 6.8 $ 7.5 $ .3 $ (.2) $ 14.5
Short-term investments, at cost
which approximates market 27.8 27.8
Receivables,
less allowances of $5.2 45.6 202.2 18.1 .5 (47.7) 218.7
Gas in storage, at last-in,
first-out cost 91.2 91.2
Deferred gas costs 34.6 34.6
Other 1.7 25.7 3.9 .1 (.2) 31.2
47.4 360.5 57.3 .9 (48.1) 418.0
Investments in continuing
subsidiaries 811.6 (811.6) -
Property, plant and equipment,
at cost
Gas distribution 2,693.4 34.4 2,727.8
Shipping 223.5 223.5
Other .6 (.4) .2
- 2,693.4 223.5 .6 34.0 2,951.5
Less accumulated depreciation 1,094.8 105.2 .1 34.4 1,234.5
- 1,598.6 118.3 .5 (.4) 1,717.0
Other assets 85.7 58.4 5.0 (74.2) 74.9
$ 944.7 $2,017.5 $ 180.6 $ 1.4 $ (934.3) $2,209.9
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-5 page 1 of 2.
(b) Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-2
Consolidating Balance Sheet Page 2 of 2
December 31, 1994 (Unaudited)
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois Adjustments
NICOR Gas Birdsall, Other and
Inc. Company Inc. (a) Subsidiaries(b) 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 $ 50.5 $ $ $ (.5) $ 50.3
Short-term borrowings 55.7 188.2 18.0 (15.5) 246.4
Accounts payable 100.8 230.7 19.2 1.0 (93.3) 258.4
Other 20.5 51.4 (1.3) .2 (25.5) 45.3
177.3 520.8 35.9 1.2 (134.8) 600.4
Deferred credits and other
liabilities
Deferred income taxes 4.9 163.4 14.7 (.1) (13.6) 169.3
Regulatory income tax
liability 89.9 89.9
Unamortized investment
tax credits 53.5 53.5
Other 69.5 46.5 3.7 25.4 145.1
74.4 353.3 18.4 (.1) 11.8 457.8
Capitalization
Long-term debt 446.4 12.5 458.9
Preferred and preference stock
Redeemable 9.3 9.6 (9.6) 9.3
Nonredeemable .1 1.4 (1.4) .1
Common stock 128.9 76.2 .5 2.9 (79.6) 128.9
Paid-in capital 77.1 107.8 (107.8) 77.1
Retained earnings
(since Dec. 31, 1985) 477.6 502.0 113.3 (2.6) (612.9) 477.4
693.0 1,143.4 126.3 .3 (811.3) 1,151.7
$ 944.7 $2,017.5 $ 180.6 $ 1.4 $ (934.3) $2,209.9
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-5 page 2 of 2.
(b) Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-3
Consolidating Statement of Retained Earnings (Unaudited)
For the Year Ended December 31, 1994
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois Adjustments
NICOR Gas Birdsall, Other and
Inc. Company Inc. (a) Subsidiaries(b) Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ 434.5 $ 487.2 $ 124.7 $ (1.4) $ (610.5) $ 434.5
Net income (loss) 109.7 93.1 11.2 (1.2) (103.3) 109.5
Dividends on common stock (66.0) (77.8) (22.6) 100.4 (66.0)
Dividends on preferred and
preference stock (.6) (.5) .5 (.6)
Balance at end of year $ 477.6 $ 502.0 $ 113.3 $ (2.6) $ (612.9) $ 477.4
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-6.
(b) Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-4
Consolidating Statement of Income (Unaudited)
For the Year Ended December 31, 1994
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries(a) Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $ 50.7 $ 137.7 $ 12.9 $ 23.0 $ (71.3) $ 153.0
Operating expenses
Operating and maintenance 51.3 120.5 4.6 13.3 (71.3) 118.4
Depreciation 3.4 6.4 2.9 .4 (.1) 13.0
Taxes, other than income
taxes 2.2 .6 .2 3.0
56.9 127.5 7.5 13.9 (71.4) 134.4
Operating income (loss) (6.2) 10.2 5.4 9.1 .1 18.6
Other income (expense)
Interest income 1.3 - .3 1.6
Other, net 52.4 2.6 .5 (56.6) (1.1)
52.4 3.9 - .8 (56.6) .5
Income (loss) before interest
on debt and income taxes 46.2 14.1 5.4 9.9 (56.5) 19.1
Interest on debt, net of
amounts capitalized 1.6 (.1) .1 1.6
Income (loss) before income
taxes 44.6 14.1 5.5 9.8 (56.5) 17.5
Income taxes 4.9 .1 1.3 6.3
Net income (loss) $ 39.7 $ 14.0 $ 5.5 $ 8.5 $ (56.5) $ 11.2
<F1>
(a) 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, 1994 (Unaudited)
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries(a) Eliminations Consolidated
ASSETS
Current assets
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ .6 $ 5.8 $ $ 1.1 $ $ 7.5
Short-term investments, at cost
which approximates market 23.0 4.8 27.8
Receivables,
less allowances of $.9 .2 16.0 1.9 18.1
Other 2.2 1.4 .3 3.9
3.0 46.2 - 8.1 - 57.3
Investments in subsidiaries 6.4 28.6 6.6 (41.6) -
Property, plant and equipment,
at cost 61.4 88.5 68.0 3.7 1.9 223.5
Less accumulated depreciation 35.3 46.2 18.9 3.0 1.8 105.2
26.1 42.3 49.1 .7 .1 118.3
Other assets 9.9 4.0 7.3 6.8 (23.0) 5.0
$ 45.4 $ 121.1 $ 56.4 $ 22.2 $ (64.5) $ 180.6
<F1>
(a) 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, 1994 (Unaudited)
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries(a) Eliminations Consolidated
LIABILITIES AND CAPITALIZATION
Current liabilities
<S> <C> <C> <C> <C> <C> <C>
Short-term borrowings $ 18.0 $ $ $ $ $ 18.0
Accounts payable 10.7 20.3 1.9 9.3 (23.0) 19.2
Other (1.3) (1.3)
27.4 20.3 1.9 9.3 (23.0) 35.9
Deferred credits and other
liabilities
Deferred income taxes 14.7 14.7
Other 2.3 .4 .4 .1 .5 3.7
17.0 .4 .4 .1 .5 18.4
Capitalization
Long-term debt 12.5 12.5
Preferred stock 2.0 (2.0) -
Common stock .5 3.3 (3.3) .5
Paid-in capital 25.2 6.4 (31.6) -
Retained earnings (12.0) 98.4 28.9 3.1 (5.1) 113.3
1.0 100.4 54.1 12.8 (42.0) 126.3
$ 45.4 $ 121.1 $ 56.4 $ 22.2 $ (64.5) $ 180.6
<F1>
(a) Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-6
Consolidating Statement of Retained Earnings (Unaudited)
For the Year Ended December 31, 1994
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries(a) Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ (29.0) $ 136.6 $ 23.4 $ (1.0) $ (5.3) $ 124.7
Net income (loss) 39.7 14.0 5.5 8.5 (56.5) 11.2
Dividends on common stock (22.7) (52.0) (4.4) 56.5 (22.6)
Dividends on preferred stock (.2) .2 -
Balance at end of year $ (12.0) $ 98.4 $ 28.9 $ 3.1 $ (5.1) $ 113.3
<F1>
(a) Aggregating less than 2% of NICOR Inc. revenues and assets.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 2,210
<TOTAL-OPERATING-REVENUES> 1,609
<NET-INCOME> 109
</TABLE>
|
|