UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(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, 1994
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 1-7297
NICOR Inc.
(Exact name of registrant as specified in its charter)
Illinois 36-2855175
(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 (708) 305-9500
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, par value $2.50 per share New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 ]
As of February 28, 1995, 51,097,328 common shares were outstanding, and the
aggregate market value of voting securities held by non-affiliates of the
registrant was approximately $1.3 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the company's 1995 Annual Meeting Definitive Proxy Statement,
dated March 22, 1995 are incorporated by reference into Part III.
PURPOSE OF AMENDMENT
This Amendment contains the financial statements of the NI-Gas Savings
Investment Plan and the NI-Gas Thrift Plan and is being filed pursuant to
the provisions of Rule 15d-21 of the Securities Exchange Act of 1934 in
place of separate annual reports otherwise required to be filed on
Form 11-K for employee benefit plans.
NICOR Inc.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NICOR Inc.
(Registrant)
Date June 27, 1995 By DAVID L. CYRANOSKI
David L. Cyranoski
Senior Vice President,
Secretary and Controller
NICOR Inc. Page 45
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on
Form 8-K
(a) 1) Financial Statements:
For the following information, see Part II, Item 8 on page 26.
Report of Independent Public Accountants
Consolidated Financial Statements:
As of December 31, 1994 and 1993 -
Balance Sheet
Statement of Capitalization
For the years ended December 31, 1994, 1993 and 1992 -
Statement of Income
Statement of Cash Flows
Statement of Common Equity
Notes to the Consolidated Financial Statements
2) Financial Statement Schedule:
Schedule
Number Page
Report of Independent Public Accountants 27
II Valuation and Qualifying Accounts 46
Schedules other than those listed are omitted because they are
either not required or not applicable.
3) Exhibits Filed:
See Exhibit Index on pages 48 through 52 filed herewith.
(b) The company did not file a report on Form 8-K during the fourth
quarter of 1994.
NICOR Inc. Page 48
Exhibit Index
Exhibit
Number Description of Document
3.01 * Articles of Incorporation of the company. (File No. 2-55451,
Form S-14, NICOR Inc., Exhibit 1-03 and Exhibit B of Amendment
No. 1 thereto.)
3.02 * Amendment to Articles of Incorporation of the company. (File
No. 2-68777, Form S-16, NICOR Inc., Exhibit 2-01.)
3.03 * Amendment to Articles of Incorporation of the company. (File
No. 1-7297, Form 10-K for 1985, NICOR Inc., Exhibit 3-03.)
3.04 * Amendment to Articles of Incorporation of the company. (File
No. 1-7297, Form 10-Q for March 1987, NICOR Inc.,
Exhibit 19-01.)
3.05 * Amendment to Articles of Incorporation of the company. (File
No. 1-7297, Form 10-K for 1992, NICOR Inc., Exhibit 3-06.)
3.06 * Amendments to Articles of Incorporation of the company. (Proxy
Statement dated March 9, 1994, NICOR Inc., Exhibit A-1 and
Exhibit B thereto.)
3.07 * By-Laws of the company as amended by the company's Board of
Directors on January 28, 1992, effective April 16, 1992. (File
No. 1-7297, Form 10-K for 1991, NICOR Inc., Exhibit 3-05.)
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. 1-1839, Form 8-K for February 1954,
Northern Illinois Gas Company, Exhibit 2.)
4.02 * Indenture of Adoption of Northern Illinois Gas Company to
Continental Illinois National Bank and Trust Company of Chicago,
Trustee, dated February 9, 1954. (File No. 1-1839, Form 8-K for
February 1954, Northern Illinois Gas Company, Exhibit 3.)
4.03 * Supplemental Indenture, dated June 1, 1963, of Northern Illinois
Gas 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, Northern Illinois
Gas Company, Exhibit 2-8.)
4.04 * Supplemental Indenture, dated May 1, 1966, of Northern Illinois
Gas 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, Northern Illinois
Gas Company, Exhibit 2-4.)
NICOR Inc. Page 49
Exhibit Index (continued)
Exhibit
Number Description of Document
4.05 * Supplemental Indenture, dated June 1, 1971, of Northern Illinois
Gas 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, Northern Illinois
Gas Company, Exhibit 2-03.)
4.06 * Supplemental Indenture, dated April 30, 1976, between the
company 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, Northern Illinois Gas
Company, Exhibit 2-25.)
4.07 * Supplemental Indenture, dated April 30, 1976, of Northern
Illinois Gas 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, Northern Illinois
Gas Company, Exhibit 2-21.)
4.08 * Supplemental Indenture, dated July 1, 1989, of Northern Illinois
Gas Company to Continental Bank, National Association, Trustee,
under Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 8-K for June 1989, Northern Illinois Gas Company,
Exhibit 4-01.)
4.09 * Supplemental Indenture, dated August 15, 1991, of Northern
Illinois Gas 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, Northern Illinois Gas
Company, Exhibit 4-01.)
4.10 * Supplemental Indenture, dated July 15, 1992, of Northern
Illinois Gas Company to Continental Bank, National Association,
Trustee, under Indenture dated as of January 1, 1954. (File No.
1-7296, Form 10-Q for June 1992, Northern Illinois Gas Company,
Exhibit 4-01.)
4.11 * Supplemental Indenture, dated February 1, 1993, of Northern
Illinois Gas Company to Continental Bank, National Association,
Trustee, under Indenture dated as of January 1, 1954. (File
No. 1-7296, Form 10-K for 1992, Northern Illinois Gas Company,
Exhibit 4-17.)
4.12 * Supplemental Indenture, dated March 15, 1993, of Northern
Illinois Gas 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, Northern Illinois Gas
Company, Exhibit 4-01.)
NICOR Inc. Page 50
Exhibit Index (continued)
Exhibit
Number Description of Document
4.13 * Supplemental Indenture, dated May 1, 1993, of Northern Illinois
Gas 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, Northern Illinois Gas Company,
Exhibit 4-02.)
4.14 * Supplemental Indenture, dated July 1, 1993, of Northern Illinois
Gas 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, Northern Illinois Gas Company, Exhibit
4-01.)
4.15 * Supplemental Indenture, dated August 15, 1994, of Northern
Illinois Gas Company to Continental Bank, Trustee, under
indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for Third Quarter of 1994, Northern Illinois Gas
Company, Exhibit 4-01.)
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.
10.01 * Storage Service Agreement under Rate Schedule S-1 between
Northern Illinois Gas Company and Natural Gas Pipeline Company
of America, dated November 16, 1990. (File No. 1-7296, Form 10-
K for 1990, Northern Illinois Gas Company, Exhibit 10-04.)
10.02 * Security Payment Plan. (File No. 1-7297, Form 10-K for 1980,
NICOR Inc., Exhibit 10-09.)
10.03 * 1984 NICOR Officers' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1988, NICOR Inc.,
Exhibit 10-10.)
10.03(a)* 1985 NICOR Officers' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1988, NICOR Inc.,
Exhibit 10-10(a).)
10.04 * 1984 NICOR Directors' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1983, NICOR Inc.,
Exhibit 10-13.)
10.04(a)* 1985 NICOR Directors' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1984, NICOR Inc.,
Exhibit 10-13(a).)
10.05 * Directors' Deferred Compensation Plan. (File No. 1-7297,
Form 10-K for 1983, NICOR Inc., Exhibit 10-16.)
NICOR Inc. Page 51
Exhibit Index (continued)
Exhibit
Number Description of Document
10.06 * Restricted Stock and Supplemental Pension Agreement dated
July 10, 1985, between Richard G. Cline and the company. (File
No. 1-7297, Form 10-Q for September 1985, NICOR Inc.,
Exhibit 19-03.)
10.07 * Directors' Pension Plan. (File No. 1-7297, Form 10-K for 1985,
NICOR Inc., Exhibit 10-18.)
10.08 * Flexible Spending Account for Executives. (File No. 1-7297,
Form 10-K for 1986, NICOR Inc., Exhibit 10-20.)
10.09 * Amendment and Restatement of the Northern Illinois Gas Company
Incentive Compensation Plan. (File No. 1-7297, Form 10-K for
1986, NICOR Inc., Exhibit 10-21.)
10.10 * NICOR Inc. 1989 Long-Term Incentive Plan. (Filed with NICOR
Inc. Proxy Statement, dated April 20, 1989, Exhibit A.)
10.11 * Supplemental Benefit Agreement, dated September 13, 1989,
between Richard G. Cline and the company. (File No. 1-7297,
Form 10-Q for September 1989, NICOR Inc., Exhibit 19-01.)
10.12 * NI-Gas Supplementary Retirement Plan. (File No. 1-7297,
Form 10-K for 1989, NICOR Inc., Exhibit 10-24.)
10.13 * NI-Gas Supplementary Savings Plan. (File No. 1-7297, Form 10-K
for 1989, NICOR Inc., Exhibit 10-25.)
10.14 * NICOR Salary Deferral Plan. (File No. 1-7297, Form 10-K for
1989, NICOR Inc., Exhibit 10-29.)
10.15 * 1994 NICOR Incentive Compensation Plan. (File No. 1-7297,
Form 10-K for 1993, NICOR Inc., Exhibit 10.18.)
10.16 * 1994 NI-Gas Incentive Compensation Plan. (File No. 1-7297,
Form 10-K for 1993, NICOR Inc., Exhibit 10.19.)
10.17 * 1994 Long-Term Incentive Program. (File No. 1-7297, Form 10-K
for 1993, NICOR Inc., Exhibit 10.20.)
10.18 1995 NICOR Incentive Compensation Plan.
10.19 1995 NI-Gas Incentive Compensation Plan.
10.20 1995 Long-Term Incentive Program.
10.21 * Summary of 1995 Directors' Stock Grant Program. (Included in
NICOR Inc. Proxy Statement dated March 22, 1995, pages 6 and 7.)
Exhibits 10.02 through 10.21 constitute management contracts and
compensatory plans and arrangements required to be filed as exhibits to
this form pursuant to Item 14(c) of Form 10-K.
NICOR Inc. Page 52
Exhibit Index (concluded)
Exhibit
Number Description of Document
21.01 Subsidiaries.
23.01 Consent of Independent Public Accountants.
23.02 Consent of Independent Public Accountants - NI-Gas Savings
Investment and Thrift Plans.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
99.01 Financial Statements of the NI-Gas Savings Investment Plan for
1994.
99.02 Financial Statements of the NI-Gas Thrift Plan for 1994.
* 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 Inc.
Form 10-K/A
Exhibit 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our reports on the financial statements of the NI-Gas
Savings Investment Plan and the NI-Gas Thrift Plan, dated June 27, 1995,
included in NICOR Inc.'s Form 10-K/A, Amendment No. 1, for the year ended
December 31, 1994, into the company's previously filed Form S-3 Registration
Statement in connection with the NICOR Automatic Dividend Reinvestment and
Stock Purchase Plan (No. 33-56871), and Form S-8 Registration Statements in
connection with the NICOR Employee Stock Purchase Plan (No. 33-1732), the
NI-Gas Savings Investment Plan (No. 33-56867), the NI-Gas Thrift Plan (No.
33-41804) and the NICOR 1989 Long-Term Incentive Plan (No. 33-31029).
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 27, 1995
NICOR Inc.
Form 10-K/A
Exhibit 99.01
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the NI-Gas Savings Investment
Plan Committee:
We have audited the accompanying statement of net assets available for
benefits of the NI-Gas Savings Investment Plan as of December 31, 1994, and
the related statement of changes in net assets available for benefits for
the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of the
NI-Gas Savings Investment Plan as of December 31, 1993, were audited by
other auditors whose report dated June 28, 1994, expressed an unqualified
opinion on those statements.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1994, and the changes in net assets available for
benefits for the year then ended in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 27, 1995
- 1 -
NI-GAS SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
1994 1993
Assets:
Investment in NI-Gas Savings Investment
and Thrift Trust $98,429,199 $94,265,218
Miscellaneous receivable 179,230 206,777
98,608,429 94,471,995
Liabilities:
Distributions payable 1,203,318 1,245,311
Net Assets Available for Benefits $97,405,111 $93,226,684
The accompanying notes are an integral part of this statement.
- 2 -
NI-GAS SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31
1994 1993
Net increase in Plan assets from
investment activities of the NI-Gas
Savings Investment and Thrift Trust $ 4,748,127 $ 8,095,806
Contributions:
Participants 3,361,829 3,337,629
Employer, net of forfeitures of $20,625
and $6,748, respectively 1,410,800 1,441,440
Distributions to participants (5,424,834) (5,870,871)
Net transfer from NI-Gas Thrift Plan 82,505 307,218
Net increase 4,178,427 7,311,222
Net assets available for benefits at
beginning of year 93,226,684 85,915,462
Net assets available for benefits at
end of year $97,405,111 $93,226,684
The accompanying notes are an integral part of this statement.
- 3 -
NI-GAS SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
INFORMATION ON THE PLAN
The following description of the NI-Gas Savings Investment Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for more detailed information.
The Plan. The Plan is a defined contribution plan which was established on
July 1, 1973 to provide supplemental retirement security to substantially
all employees of Northern Illinois Gas Company (Northern Illinois Gas) not
represented by a collective bargaining agreement. The funds of the Plan are
commingled with the funds of the NI-Gas Thrift Plan and held for safekeeping
and investment by the NI-Gas Savings Investment and Thrift Trust (the
Trust). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
Plan Administration. Authority to control and manage the operation and
administration of the Plan is vested in a committee appointed by the Board
of Directors of Northern Illinois Gas. Under the terms of a trust
agreement, LaSalle National Trust, N.A. acts as trustee for the Trust and
holds the investments of the Plan. Administrative expenses associated with
operation of the Plan are paid from the Plan assets.
Contributions. The participant may elect to make either tax-deferred or
after-tax contributions, or any combination thereof, by payroll deduction,
that are partially matched by Northern Illinois Gas.
Vesting and Forfeitures. The participant's contributions and earnings
thereon are fully vested. Northern Illinois Gas' contributions and earnings
thereon are vested after the participant's completion of five years of
service, the participant's death while employed by Northern Illinois Gas or
retirement.
If the participant's interest in Northern Illinois Gas' contributions and
earnings thereon is not vested, such interest will be forfeited if the
participant's employment with Northern Illinois Gas or an affiliate is
terminated and the participant is not reemployed within five years by
Northern Illinois Gas or an affiliate. Any amounts forfeited by a
participant are applied to reduce the amount of Northern Illinois Gas'
contributions under the Plan.
Suspensions and Withdrawals. The participant may suspend contributions by
written notification filed with the Plan administration committee. The
participant will not cease to be a participant during the suspension period.
The participant may elect, under certain conditions, to withdraw participant
contributions and earnings thereon prior to termination of employment.
Northern Illinois Gas' matching contributions and earnings thereon will not
be distributed until the vested participant's employment has been
terminated.
Plan Termination. Northern Illinois Gas expects to continue the Plan
indefinitely, but reserves the right to amend or discontinue it at any time
subject to the provisions of ERISA. In the event of plan termination,
participants will become fully vested in their account balances.
- 4 -
NI-GAS SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
ACCOUNTING POLICIES
Investment Balance. The Plan states its investment in the Trust at the
underlying value of the investments of the Trust as follows:
Group annuity contracts are valued at contract value. Contract value
represents contributions under the fund plus interest at the various
contract rates.
The market value for NICOR Inc. Common Stock is based on the closing price
on the New York Stock Exchange.
The market value of the units of the Collective Investment Index Fund, which
is a commingled fund invested entirely in common stocks representative of
the S&P 500, is determined by Harris Investment Management Inc. based on the
underlying value of the investments in the fund.
The European, Australian and Far Eastern Index Fund (EAFE) is a commingled
investment fund comprised primarily of common stocks of non-North American
companies. Units of the fund are valued monthly on a dollar basis. The
underlying securities of the fund are valued on the basis of local
currencies. The relationship between the dollar and foreign currencies
varies over time. Translating the value of foreign securities from local
currency to the dollar can add to or detract from investment results based
on the currency relationship.
The DFA 6-10 Institutional Portfolio is a registered investment company fund
which invests primarily in a diverse group of common stocks of small
capitalization U.S. companies. The market value of the shares of the
Portfolio is based on the underlying value of the investments of the
Portfolio.
The Equity Index Fund invests entirely in common stocks representative of
the S&P 500. The Broad Market Fixed Income Index Fund invests in bonds
representative of a broad mix of U.S. Treasury, corporate and mortgage
securities having maturities generally between one and 30 years. The
Russell 2500 Index Fund invests in common stocks representative of 2,500
domestic companies that are typically smaller than those found in the S&P
500. The market value of the units of these funds is determined by Bankers
Trust Company based on the underlying value of the investments in the funds.
Allocation Provisions. The Trust's net investment gain is allocated monthly
to the Plan based on the beginning ratio of the Plan's investment balance to
total Trust investments.
INCOME TAXES
The Internal Revenue Service has determined and informed Northern Illinois
Gas that the Plan is qualified and the Trust established under the Plan is
tax exempt under Section 401(a) of the Internal Revenue Code (the Code).
The Plan has been amended since receiving the determination letter.
However, the Plan's management believes that the Plan is currently designed
and being operated in compliance with the requirements of the Code.
- 5 -
NI-GAS SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NET TRANSFER FROM NI-GAS THRIFT PLAN
If an employee transfers between the Plans, their account balance is
transferred into a new account in their current plan. During 1994, a net
transfer of $82,505 was made from the NI-Gas Thrift Plan to the NI-Gas
Savings Investment Plan.
TRUST FINANCIAL INFORMATION
The following schedules present the Trust's net assets as of December 31,
1994 and 1993, the increase in the Trust net assets derived from investment
activities for the years then ended and the Plan's share of each:
Net Assets in Trust
December 31
1994 1993
Assets
Group Annuity Contracts:
Aetna Life Insurance Company $ 23,232,532 $ 22,696,883
Continental Assurance Company 20,402,769 25,553,738
The Hartford Life Insurance Company 19,947,266 8,607,439
Principal Mutual Life Insurance Company 18,511,925 22,046,457
New York Life Insurance Company 14,742,236 -
Great-West Life and Annuity Insurance
Company 13,722,000 21,929,461
The Prudential Asset Management Company 10,872,113 13,404,162
Allstate Life Insurance Company 10,480,458 -
John Hancock Mutual Life Insurance
Company 6,018,384 5,886,902
Metropolitan Life Insurance Company 4,393,035 9,148,217
The Travelers - 9,976,777
NICOR Inc., Common Stock 16,111,714 17,842,848
Index Funds:
Collective Investment Index Fund 12,280,653 12,308,817
EAFE Index Fund 8,033,086 4,981,401
DFA 6-10 Institutional Portfolio 3,497,493 2,044,489
Equity Index Fund 2,401,653 2,237,144
Broad Market Fixed Income Index Fund 1,951,369 1,819,402
Russell 2500 Index Fund 230,723 215,166
Other assets 1,825,740 1,742,494
188,655,149 182,441,797
Liabilities
Administrative expense payable 163,647 241,533
Net assets in Trust $188,491,502 $182,200,264
Plan's interest in Trust net assets $ 98,429,199 $ 94,265,218
- 6 -
NI-GAS SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Concluded)
TRUST FINANCIAL INFORMATION (Concluded)
Trust Investment Activities
For the year ended
December 31
1994 1993
Investment income:
Interest $ 10,580,385 $ 11,508,660
Dividends 845,238 699,058
Net investment gain from common/
collective trusts 610,724 2,136,921
Net investment gain (loss) from a
registered investment company (18,497) 153,795
12,017,850 14,498,434
Net appreciation (depreciation) in
market value of investments (3,746,115) 1,717,901
Administrative expenses (361,790) (420,643)
Increase in Trust net assets
derived from investment activities $ 7,909,945 $ 15,795,692
Net increase in Plan assets
from investment activities $ 4,748,127 $ 8,095,806
- 7 -
NICOR Inc.
Form 10-K/A
Exhibit 99.02
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the NI-Gas Thrift
Plan Committee:
We have audited the accompanying statement of net assets available for
benefits of the NI-Gas Thrift Plan as of December 31, 1994, and the related
statement of changes in net assets available for benefits for the year then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of the NI-Gas
Thrift Plan as of December 31, 1993, were audited by other auditors whose
report dated June 28, 1994, expressed an unqualified opinion on those
statements.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1994, and the changes in net assets available for
benefits for the year then ended in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 27, 1995
- 1 -
NI-GAS THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
1994 1993
Assets:
Investment in NI-Gas Savings Investment
and Thrift Trust $90,062,303 $87,935,046
Miscellaneous receivable 196,308 164,010
90,258,611 88,099,056
Liabilities:
Distributions payable 832,663 1,401,486
Net Assets Available for Benefits $89,425,948 $86,697,570
The accompanying notes are an integral part of this statement.
- 2 -
NI-GAS THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31
1994 1993
Net increase in Plan assets from
investment activities of the NI-Gas
Savings Investment and Thrift Trust $ 3,161,818 $ 7,699,886
Contributions:
Participants 3,941,204 3,944,550
Employer, net of forfeitures of $6,131
and $5,435, respectively 1,486,846 1,530,758
Distributions to participants (5,778,985) (6,678,481)
Net transfer to NI-Gas Savings Investment
Plan (82,505) (307,218)
Net increase 2,728,378 6,189,495
Net assets available for benefits at
beginning of year 86,697,570 80,508,075
Net assets available for benefits at
end of year $89,425,948 $86,697,570
The accompanying notes are an integral part of this statement.
- 3 -
NI-GAS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
INFORMATION ON THE PLAN
The following description of the NI-Gas Thrift Plan (the Plan) provides only
general information. Participants should refer to the Plan agreement for
more detailed information.
The Plan. The Plan is a defined contribution plan which was established on
January 1, 1978 to provide supplemental retirement security to substantially
all employees of Northern Illinois Gas Company (Northern Illinois Gas)
represented by a collective bargaining agreement. The funds of the Plan are
commingled with the funds of the NI-Gas Savings Investment Plan and held for
safekeeping and investment by the NI-Gas Savings Investment and Thrift Trust
(the Trust). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
Plan Administration. Authority to control and manage the operation and
administration of the Plan is vested in a committee appointed by the Board
of Directors of Northern Illinois Gas. Under the terms of a trust
agreement, LaSalle National Trust, N.A. acts as trustee for the Trust and
holds the investments of the Plan. Administrative expenses associated with
operation of the Plan are paid from the Plan assets.
Contributions. The participant may elect to make either tax-deferred or
after-tax contributions, or any combination thereof, by payroll deduction,
that are partially matched by Northern Illinois Gas.
Vesting and Forfeitures. The participant's contributions and earnings
thereon are fully vested. Northern Illinois Gas' contributions and earnings
thereon are vested after the participant's completion of five years of
service, the participant's death while employed by Northern Illinois Gas or
retirement.
If the participant's interest in Northern Illinois Gas' contributions and
earnings thereon is not vested, such interest will be forfeited if the
participant's employment with Northern Illinois Gas or an affiliate is
terminated and the participant is not reemployed within five years by
Northern Illinois Gas or an affiliate. Any amounts forfeited by a
participant are applied to reduce the amount of Northern Illinois Gas'
contributions under the Plan.
Suspensions and Withdrawals. The participant may suspend contributions by
written notification filed with the Plan administration committee. The
participant will not cease to be a participant during the suspension period.
The participant may elect, under certain conditions, to withdraw participant
contributions and earnings thereon prior to termination of employment.
Northern Illinois Gas' matching contributions and earnings thereon will not
be distributed until the vested participant's employment has been
terminated.
Plan Termination. Northern Illinois Gas expects to continue the Plan
indefinitely, but reserves the right to amend or discontinue it at any time
in a manner consistent with any collective bargaining agreement and subject
to the provisions of ERISA. In the event of plan termination, participants
will become fully vested in their account balances.
- 4 -
NI-GAS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
ACCOUNTING POLICIES
Investment Balance. The Plan states its investment in the Trust at the
underlying value of the investments of the Trust as follows:
Group annuity contracts are valued at contract value. Contract value
represents contributions under the fund plus interest at the various
contract rates.
The market value for NICOR Inc. Common Stock is based on the closing price
on the New York Stock Exchange.
The market value of the units of the Collective Investment Index Fund, which
is a commingled fund invested entirely in common stocks representative of
the S&P 500, is determined by Harris Investment Management Inc. based on the
underlying value of the investments in the fund.
The European, Australian and Far Eastern Index Fund (EAFE) is a commingled
investment fund comprised primarily of common stocks of non-North American
companies. Units of the fund are valued monthly on a dollar basis. The
underlying securities of the fund are valued on the basis of local
currencies. The relationship between the dollar and foreign currencies
varies over time. Translating the value of foreign securities from local
currency to the dollar can add to or detract from investment results based
on the currency relationship.
The DFA 6-10 Institutional Portfolio is a registered investment company fund
which invests primarily in a diverse group of common stocks of small
capitalization U.S. companies. The market value of the shares of the
Portfolio is based on the underlying value of the investments of the
Portfolio.
The Equity Index Fund invests entirely in common stocks representative of
the S&P 500. The Broad Market Fixed Income Index Fund invests in bonds
representative of a broad mix of U.S. Treasury, corporate and mortgage
securities having maturities generally between one and 30 years. The
Russell 2500 Index Fund invests in common stocks representative of 2,500
domestic companies that are typically smaller than those found in the S&P
500. The market value of the units of these funds is determined by Bankers
Trust Company based on the underlying value of the investments in the funds.
Allocation Provisions. The Trust's net investment gain is allocated monthly
to the Plan based on the beginning ratio of the Plan's investment balance to
total Trust investments.
INCOME TAXES
The Internal Revenue Service has determined and informed Northern Illinois
Gas that the Plan is qualified and the Trust established under the Plan is
tax exempt under Section 401(a) of the Internal Revenue Code (the Code).
The Plan has been amended since receiving the determination letter.
However, the Plan's management believes that the Plan is currently designed
and being operated in compliance with the requirements of the Code.
- 5 -
NI-GAS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NET TRANSFER TO NI-GAS SAVINGS INVESTMENT PLAN
If an employee transfers between the Plans, their account balance is
transferred into a new account in their current plan. During 1994, a net
transfer of $82,505 was made from the NI-Gas Thrift Plan to the NI-Gas
Savings Investment Plan.
TRUST FINANCIAL INFORMATION
The following schedules present the Trust's net assets as of December 31,
1994 and 1993, the increase in the Trust net assets derived from investment
activities for the years then ended and the Plan's share of each:
Net Assets in Trust
December 31
1994 1993
Assets
Group Annuity Contracts:
Aetna Life Insurance Company $ 23,232,532 $ 22,696,883
Continental Assurance Company 20,402,769 25,553,738
The Hartford Life Insurance Company 19,947,266 8,607,439
Principal Mutual Life Insurance Company 18,511,925 22,046,457
New York Life Insurance Company 14,742,236 -
Great-West Life and Annuity Insurance
Company 13,722,000 21,929,461
The Prudential Asset Management Company 10,872,113 13,404,162
Allstate Life Insurance Company 10,480,458 -
John Hancock Mutual Life Insurance
Company 6,018,384 5,886,902
Metropolitan Life Insurance Company 4,393,035 9,148,217
The Travelers - 9,976,777
NICOR Inc., Common Stock 16,111,714 17,842,848
Index Funds:
Collective Investment Index Fund 12,280,653 12,308,817
EAFE Index Fund 8,033,086 4,981,401
DFA 6-10 Institutional Portfolio 3,497,493 2,044,489
Equity Index Fund 2,401,653 2,237,144
Broad Market Fixed Income Index Fund 1,951,369 1,819,402
Russell 2500 Index Fund 230,723 215,166
Other assets 1,825,740 1,742,494
188,655,149 182,441,797
Liabilities
Administrative expense payable 163,647 241,533
Net assets in Trust $188,491,502 $182,200,264
Plan's interest in Trust net assets $ 90,062,303 $ 87,935,046
- 6 -
NI-GAS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Concluded)
TRUST FINANCIAL INFORMATION (Concluded)
Trust Investment Activities
For the year ended
December 31
1994 1993
Investment income:
Interest $ 10,580,385 $ 11,508,660
Dividends 845,238 699,058
Net investment gain from common/
collective trusts 610,724 2,136,921
Net investment gain (loss) from a
registered investment company (18,497) 153,795
12,017,850 14,498,434
Net appreciation (depreciation) in
market value of investments (3,746,115) 1,717,901
Administrative expenses (361,790) (420,643)
Increase in Trust net assets
derived from investment activities $ 7,909,945 $ 15,795,692
Net increase in Plan assets
from investment activities $ 3,161,818 $ 7,699,886
- 7 -
