UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1995
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 of incorporation) (I.R.S. Employer
Identification No.)
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal (Zip Code)
executive offices)
(708)305-9500
(Registrant's telephone number)
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 [ ]
Shares of common stock, par value $2.50, outstanding at April 30, 1995, were
50,767,957.
NICOR Inc. Page i
Table of Contents
Page
Part I.Financial Information
Item 1.Financial Statements (Unaudited) 1
Consolidated Statement of Income -
Three and Twelve Months Ended
March 31, 1995 and 1994 2
Consolidated Statement of Cash Flows -
Three and Twelve Months Ended
March 31, 1995 and 1994 3
Consolidated Balance Sheet -
March 31, 1995 and 1994, and
December 31, 1994 4
Notes to Consolidated Financial Statements 5
Item 2.Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
Part II.Other Information
Item 1.Legal Proceedings 13
Item 6.Exhibits and Reports on Form 8-K 13
Signature 14
Exhibit Index 15
Selected terms:
Mcf, Bcf - Thousand cubic feet, billion cubic feet.
TEU - Twenty-foot equivalent unit.
Degree days - Number of degrees by which the daily
mean temperature falls below 65 degrees
Fahrenheit.
FERC - Federal Energy Regulatory Commission.
Ill.C.C. - Illinois Commerce Commission.
NICOR Inc. Page 1
PART I - Financial Information
Item 1.Financial Statements
The following condensed unaudited financial statements of
NICOR Inc. have been prepared by the company pursuant to the rules
and regulations of the Securities and Exchange Commission (SEC).
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
SEC rules and regulations. The condensed financial statements
should be read in conjunction with the financial statements and the
notes thereto included in the company's latest Annual Report on
Form 10-K.
The information furnished reflects, in the opinion of the company,
all adjustments (consisting only of normal recurring adjustments)
necessary for a fair statement of the results for the interim
periods presented. Because of seasonal and other factors, the
results for the interim periods presented are not necessarily
indicative of the results to be expected for the full fiscal year.
<TABLE>
NICOR Inc. Page 2
Consolidated Statement of Income (Unaudited)
(Millions, except per share data)
<CAPTION>
Three months ended Twelve months ended
March 31 March 31
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Operating revenues $ 609.8 $ 780.3 $1,438.9 $ 1,781.6
Operating expenses
Cost of gas 375.1 527.5 772.4 1,091.7
Operating and maintenance 68.5 68.3 272.9 262.6
Depreciation 44.7 40.5 107.3 100.3
Taxes, other than income taxes 47.4 58.8 103.8 123.7
535.7 695.1 1,256.4 1,578.3
Operating income 74.1 85.2 182.5 203.3
Other income (expense)
Interest income .5 .5 2.3 2.0
Other, net .2 .8 4.1 6.0
.7 1.3 6.4 8.0
Income before interest on debt
and income taxes 74.8 86.5 188.9 211.3
Interest on debt, net of
amounts capitalized 11.6 10.0 41.7 39.7
Income before income taxes 63.2 76.5 147.2 171.6
Income taxes 22.3 25.2 48.2 57.3
Net income 40.9 51.3 99.0 114.3
Dividends on preferred and
preference stock .1 .3 .4 1.0
Earnings applicable to
common stock $ 40.8 $ 51.0 $ 98.6 $ 113.3
Average shares of common
stock outstanding 51.2 53.7 52.0 54.6
Earnings per average share
of common stock $ .80 $ .95 $ 1.90 $ 2.07
Dividends declared per share
of common stock $ .32 $ .315 $ 1.265 $ 1.23
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
NICOR Inc. Page 3
Consolidated Statement of Cash Flows (Unaudited)
(Millions)
<CAPTION>
Three months ended Twelve months ended
March 31 March 31
1995 1994 1995 1994
Operating activities
<S> <C> <C> <C> <C>
Net income $ 40.9 $ 51.3 $ 99.0 $ 114.3
Adjustments to reconcile net income to net cash flow
provided from continuing operations:
Depreciation 44.7 40.5 107.3 100.3
Deferred income tax expense (benefit) (9.7) (13.8) (28.5) (17.1)
75.9 78.0 177.8 197.5
Change in working capital items and other:
Receivables, less allowances (4.2) (18.3) 72.6 (27.9)
Gas in storage 67.0 83.3 (9.7) .9
Deferred/accrued gas costs 74.2 50.6 45.9 39.7
Accounts payable (67.2) (41.8) 5.3 31.4
Accrued taxes 38.2 40.6 (3.9) .6
Temporary LIFO liquidation 80.7 127.1 (46.4) 16.5
Gas refunds due customers 44.7 (1.6) 47.0 (4.5)
Other (4.5) (7.1) 3.8 5.9
Net cash flow provided from continuing operations 304.8 310.8 292.4 260.1
Net cash flow used for discontinued operations (.6) (.1) (1.8) (24.9)
Net cash flow provided from operating activities 304.2 310.7 290.6 235.2
Investing activities
Capital expenditures (27.6) (22.4) (177.3) (140.5)
Short-term investments 17.2 25.3 15.7 5.2
Proceeds from sales of discontinued operations - - - 138.4
Other .1 - 1.4 .4
Net cash flow provided from (used for) investing activities (10.3) 2.9 (160.2) 3.5
Financing activities
Net proceeds from issuing long-term debt - - 99.1 111.3
Disbursements to retire long-term debt - - (50.0) (125.2)
Repayments of short-term borrowings, net (229.4) (270.5) (16.5) (79.5)
Dividends paid (16.4) (16.7) (66.6) (68.1)
Disbursements to reacquire stock (15.8) (20.2) (67.2) (76.9)
Other. .6 - 1.5 3.5
Net cash flow used for financing activities (261.0) (307.4) (99.7) (234.9)
Net increase in cash and cash equivalents 32.9 6.2 30.7 3.8
Cash and cash equivalents, beginning of period 14.5 10.5 16.7 12.9
Cash and cash equivalents, end of period $ 47.4 $ 16.7 $ 47.4 $ 16.7
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
NICOR Inc. Page 4
Consolidated Balance Sheet (Unaudited)
(Millions)
<CAPTION>
March 31 December 31 March 31
Assets 1995 1994 1994
Current assets
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 47.4 $ 14.5 $ 16.7
Short-term investments, at cost which approximates market 10.6 27.8 26.3
Receivables, less allowances of $7.2, $5.2 and $9.2, respectively 222.9 218.7 295.5
Gas in storage, at last-in, first-out (LIFO) cost 3.0 91.2 14.5
Deferred gas costs - 34.6 6.3
Other 26.3 31.2 15.0
310.2 418.0 374.3
Property, plant and equipment, at cost
Gas distribution 2,772.0 2,727.8 2,601.6
Shipping 223.3 223.5 221.3
Other .2 .2 .2
2,995.5 2,951.5 2,823.1
Less accumulated depreciation 1,275.5 1,234.5 1,186.6
1,720.0 1,717.0 1,636.5
Other assets 74.6 74.9 60.3
$ 2,104.8 $ 2,209.9 $ 2,071.1
Liabilities and Capitalization
Current liabilities
Long-term obligations due within one year $ 50.0 $ 50.3 $ -
Short-term borrowings 17.0 246.4 33.5
Accounts payable 191.0 258.4 186.1
Temporary LIFO liquidation 80.7 - 127.1
Gas refunds due customers 47.0 2.3 -
Accrued taxes 46.8 11.4 50.7
Accrued gas costs 39.6 - -
Other 24.3 31.6 28.5
496.4 600.4 425.9
Deferred credits and other liabilities
Deferred income taxes 160.4 169.3 163.9
Regulatory income tax liability 89.3 89.9 94.6
Unamortized investment tax credits 53.0 53.5 55.4
Other 144.3 145.1 137.3
447.0 457.8 451.2
Capitalization
Long-term debt 459.0 458.9 459.0
Preferred and preference stock
Redeemable 8.8 9.3 16.4
Nonredeemable .1 .1 .1
Common equity
Common stock 127.3 128.9 133.1
Paid-in capital 64.3 77.1 116.6
Retained earnings (since December 31, 1985) 501.9 477.4 468.8
1,161.4 1,151.7 1,194.0
$ 2,104.8 $ 2,209.9 $ 2,071.1
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
NICOR Inc. Page 5
Notes To Consolidated Financial Statements (Unaudited)
ACCOUNTING POLICIES
Depreciation. Depreciation for the gas distribution segment is calculated
using a straight-line method for the calendar year. For interim periods,
depreciation is allocated based on gas deliveries.
Gas in Storage. Gas in storage injections and withdrawals are valued using
the last-in, first-out (LIFO) method on a calendar-year basis. For interim
periods, the difference between current replacement cost and the LIFO cost
for quantities of gas temporarily withdrawn from storage is recorded in cost
of gas as a temporary LIFO liquidation.
CASH FLOW INFORMATION
Income taxes paid, net of refunds, and interest paid, net of amounts
capitalized, for the periods ended March 31 were (millions):
Three months Twelve months
1995 1994 1995 1994
Income taxes paid $ 1.4 $ 4.0 $75.1 $75.5
Interest paid 18.8 16.9 41.4 41.2
REGULATORY MATTERS
Rate Proceeding. On May 8, 1995, Northern Illinois Gas filed with the
Ill.C.C. for a 5.4 percent, $73 million general rate increase. The company
is seeking a rate of return on original-cost rate base of 10.67 percent,
which reflects a 12.95 percent cost of common equity. The requested general
rate increase is needed to recover costs associated with enhancements to the
company's underground storage and delivery system, other capital costs and
rising operating costs. The filing also proposes revisions to some services
provided to commercial and industrial customers. The Ill.C.C. has up to 11
months to decide the case.
CONTINGENCIES
The company is involved in legal or administrative proceedings before
various courts and agencies with respect to rates, taxes and other matters.
In connection with the sale of the discontinued U.S. oil and gas exploration
and production operations, the company has agreed to indemnify the purchaser
against losses with respect to certain claims and litigation. The largest
potential liability relates to a dispute with the producer of gas from one
well who is claiming entitlement to Natural Gas Policy Act Section 108
(NGPA 108) prices, which are substantially higher than market prices. If
NGPA 108 prices were determined to be applicable and the gas purchase
contracts were determined to be in effect, the estimated additional cost
including interest through March 31, 1995, could approximate $13 million.
NICOR Inc. Page 6
Notes To Consolidated Financial Statements (Unaudited)
(Concluded)
CONTINGENCIES (Concluded)
This case has been on appeal to the Fifth Circuit Court and on April 27,
1995, the Court issued its opinion holding in favor of NICOR Exploration
Company.
Current environmental laws require treatment of certain waste materials on
sites owned or leased by NICOR that may have been generated by two barge-
cleaning facilities previously owned and operated by certain subsidiaries of
the company. NICOR believes one site has been remediated in accordance with
an approved closure plan. The evaluation and cleanup of the other site is
currently estimated to range from $10 million to $20 million. The company
is evaluating whether any of these costs will be recoverable from insurance
or other sources.
Current environmental laws may require cleanup of certain former gas
manufacturing plant sites. Northern Illinois Gas currently owns 15
properties and formerly owned or leased 13 properties believed to be the
location of such sites. The company has presented information regarding
preliminary reviews of the 28 sites to the Illinois Environmental Protection
Agency. More detailed investigations are currently in progress or planned
for 1995 at several of the 28 sites. At two of these sites, the current
owner or lessee is seeking to allocate future cleanup costs to all former
owners, including Northern Illinois Gas.
The results of continued testing and analysis should determine to what
extent remediation is necessary and may provide a basis for estimating any
additional costs to be incurred. While such costs, based on industry
experience, could be significant, the company believes that any such costs
not recovered from prior owners and other sources will be recoverable by
Northern Illinois Gas through its rates. This belief is based upon, among
other things, an Ill.C.C. authorization allowing recovery of such costs by
the company and a generic order issued by the Ill.C.C. in September 1992.
The generic order states that Illinois utilities may pass through prudently
incurred gas manufacturing plant cleanup costs to ratepayers over a five-
year period, but denies the utilities' request to recover capital costs on
the uncollected balances. In December 1993, the generic order was upheld by
the Illinois Appellate Court. In January 1994, the company began recovery
of cleanup costs from its customers in accordance with an Ill.C.C.-approved
cost recovery plan. In April 1994, the Illinois Supreme Court agreed to
hear an appeal filed by a consumer group. The consumer group argued that no
cleanup costs should be recoverable from ratepayers. Northern Illinois Gas
and other utilities argued that they should be entitled to recover capital
costs in addition to cleanup costs. On April 20, 1995, the Illinois Supreme
Court issued an opinion upholding the utilities' positions.
Although unable to determine the outcome of these contingencies, management
believes that appropriate accruals have been recorded. Final disposition of
these matters is not expected to have a material impact on the company's
financial condition or results of operations.
NICOR Inc. Page 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
OVERVIEW
The following discussion should be read in conjunction with the Management's
Discussion and Analysis section of the NICOR Inc. 1994 Annual Report on
Form 10-K.
NICOR's first quarter net income was $40.9 million compared with $51.3
million in 1994 and earnings per common share were $.80 compared with $.95 a
year ago. Net income for the twelve months ended March 31, 1995, was $99
million versus $114.3 million in the 1994 period and earnings per common
share were $1.90 compared with $2.07 in the prior period. For both periods,
the decrease was due to the impact of substantially warmer weather and
higher depreciation on the operating results of Northern Illinois Gas. Per
share results in each period benefited from the company's common stock
buyback programs.
Operating income (loss) for the periods ended March 31 by business segment
was (millions):
Three months Twelve months
1995 1994 1995 1994
Gas distribution $ 68.6 $ 81.7 $166.0 $190.9
Shipping 6.3 4.4 20.5 17.1
Other (.8) (.9) (4.0) (4.7)
$ 74.1 $ 85.2 $182.5 $203.3
The following summarizes operating income comparisons by business segment:
- - Gas distribution operating income decreased $13.1 million and
$24.9 million for the three- and twelve-month periods, respectively,
due to the impact of substantially warmer weather and higher
depreciation.
- - Shipping operating income rose $1.9 million and $3.4 million for the
three- and twelve-month periods due to stronger prices, higher
volumes and increased charter activity.
RESULTS OF OPERATIONS
Details of various financial and operating information by segment can be
found in the tables on pages 11 and 12. The following summarizes the major
changes in NICOR's revenues and expenses.
Operating revenues decreased $170.5 million to $609.8 million and $342.7
million to $1,438.9 million for the quarter and twelve-month periods,
respectively. For both periods, the decrease was due to lower revenues in
the gas distribution segment resulting principally from lower gas costs,
which are passed through to sales customers, and the impact of warmer
weather.
NICOR Inc. Page 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Gas distribution margin, defined as operating revenues less cost of gas and
revenue taxes, is shown in the following table for the periods ended
March 31. Margin decreased $10 million and $15.4 million for the three- and
twelve-month periods, respectively, due to the impact of warmer weather.
Three months Twelve months
1995 1994 1995 1994
Gas distribution margin
(millions) $154.7 $164.7 $426.3 $441.7
Margin per Mcf delivered .75 .76 .88 .87
Operating and maintenance expense was flat for the quarter but increased
$10.3 million, or 4 percent, for the twelve-month period due mainly to
higher costs in the shipping segment caused primarily by increased shore and
vessel expenses.
Depreciation expense increased in both periods primarily as a result of
plant additions in the gas distribution segment.
Other income decreased in both periods primarily as a result of the impact
of higher interest on income tax adjustments.
Interest expense for the first quarter of 1995 increased $1.6 million from
the corresponding 1994 period as a result of higher interest rates and
increased borrowing levels. For the twelve-month period, interest expense
increased $2 million as the impact of higher interest rates more than offset
lower borrowing levels.
The effective income tax rate rose to 35.3 percent from 33 percent for the
first quarter due primarily to a higher state tax provision and less excess
deferred taxes turning around.
FINANCIAL CONDITION
Net cash flow from continuing operations decreased $6 million to $304.8
million for the first quarter as the timing of recovery of gas costs from
customers and the impact of warmer weather more than offset the receipt of
$40 million in purchased gas refunds in the gas distribution segment. For
the twelve-month period the increase of $32.3 million was the result of the
combined impact of the timing of recovery of gas costs from customers and
the receipt of purchased gas refunds which more than offset the impact of
warmer weather in the gas distribution segment.
Net cash flow from operations may fluctuate widely from one interim period
to another due to the seasonal nature of NICOR's businesses. The company
generally relies on short-term financing to meet temporary working capital
needs.
NICOR Inc. Page 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
NICOR and its gas distribution subsidiary maintain short-term credit
agreements with major domestic and foreign banks. At March 31, 1995, these
agreements, which serve as backup for the issuance of commercial paper,
totaled $360 million, and the company had $14.5 million of commercial paper
outstanding.
During the first quarter of 1995, NICOR purchased and retired over 600,000
common shares having an aggregate cost of $14.9 million. Since the
authorization of the current $50 million stock repurchase program in 1994,
the company has purchased and retired approximately 1.3 million shares at an
aggregate cost of nearly $30 million.
In March, the Board of Directors declared a quarterly dividend on common
stock of 32 cents per share, payable May 1, 1995. This payment represents
an annual rate of $1.28 per share, a two-cent increase over the $1.26 per
share established with the May 1, 1994 dividend.
RATE PROCEEDING
On May 8, 1995, Northern Illinois Gas filed with the Ill.C.C. for a 5.4
percent, $73 million general rate increase. The company is seeking a rate
of return on original-cost rate base of 10.67 percent, which reflects a
12.95 percent cost of common equity. The requested general rate increase is
needed to recover costs associated with enhancements to the company's
underground storage and delivery system, other capital costs and rising
operating costs. The filing also proposes revisions to some services
provided to commercial and industrial customers. The Ill.C.C. has up to 11
months to decide the case.
OTHER MATTERS
On April 27, 1995, the Fifth Circuit Court of Appeals issued its opinion
related to NICOR Exploration Company's dispute with the producer of gas from
one well who is claiming entitlement to NGPA 108 prices holding in favor of
NICOR Exploration Company. For further information, see page 5,
Contingencies.
In January 1994, Northern Illinois Gas began recovery of gas manufacturing
plant cleanup costs from its customers in accordance with an Ill.C.C.-
approved cost recovery plan. In April 1994, the Illinois Supreme Court
agreed to hear an appeal filed by a consumer group. The consumer group
argued that no cleanup costs should be recoverable from ratepayers.
Northern Illinois Gas and other utilities argued that they should be
entitled to recover capital costs in addition to cleanup costs. On April
20, 1995, the Illinois Supreme Court issued an opinion upholding the
utilities' positions. For further information, see page 5, Contingencies.
NICOR Inc. Page 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
Although unable to determine the outcome of these matters, management
believes that appropriate accruals have been recorded. Final disposition of
these matters is not expected to have a material impact on the company's
financial condition or results of operations.
<TABLE>
NICOR Inc. Page 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
OPERATING STATISTICS
Gas Distribution
Changes in weather can have a material effect on operating results; selected weather statistics are in the
table below. Operating revenues, deliveries and other data are as follows:
<CAPTION>
Three months ended Twelve months ended
March 31 March 31
1995 1994 1995 1994
Operating revenues (millions):
Sales
<S> <C> <C> <C> <C>
Residential $ 367.8 $ 478.3 $ 828.7 $1,059.4
Commercial 100.7 142.6 218.1 305.9
Industrial 18.3 31.1 37.5 59.9
486.8 652.0 1,084.3 1,425.2
Transportation
Commercial 19.2 16.7 44.3 41.0
Industrial 19.0 16.2 53.9 50.5
38.2 32.9 98.2 91.5
Revenue taxes and other 44.4 58.3 98.7 119.5
$ 569.4 $ 743.2 $1,281.2 $1,636.2
Deliveries (Bcf):
Sales
Residential 99.9 109.9 205.9 230.9
Commercial 27.0 32.6 54.8 67.6
Industrial 5.2 7.5 10.1 14.2
132.1 150.0 270.8 312.7
Transportation
Commercial 25.1 23.8 55.6 53.4
Industrial 48.0 44.0 160.8 142.0
73.1 67.8 216.4 195.4
205.2 217.8 487.2 508.1
Gas cost per Mcf sold $ 2.77 $ 3.46 $ 2.78 $ 3.43
Weather statistics:
Degree days 2,966 3,393 5,438 6,411
Percent colder (warmer) than normal (7) 7 (11) 5
Customers at end of period (thousands):
Sales
Residential 1,639.3 1,608.6
Commercial 142.0 142.3
Industrial 11.7 11.7
1,793.0 1,762.6
Transportation
Commercial 15.9 13.6
Industrial 2.3 2.2
18.2 15.8
1,811.2 1,778.4
</TABLE>
<TABLE>
NICOR Inc. Page 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Concluded)
OPERATING STATISTICS (Concluded)
<CAPTION>
Three months ended Twelve months ended
March 31 March 31
1995 1994 1995 1994
Shipping
<S> <C> <C> <C> <C>
Operating revenues (millions) $ 39.7 $ 37.0 $ 155.8 $ 145.2
Operating income (millions) $ 6.3 $ 4.4 $ 20.5 $ 17.1
TEUs shipped (thousands)
Southbound 18.4 17.8 75.7 75.7
Northbound 4.0 4.7 16.0 17.2
Interisland 1.1 .6 4.6 2.4
23.5 23.1 96.3 95.3
Revenue per TEU $ 1,609 $ 1,554 $ 1,542 $ 1,485
Ports served (at March 31) 24 23
Vessels owned (at March 31) 14 14
</TABLE>
NICOR Inc. Page 13
PART II - Other Information
Item 1. Legal Proceedings
For information concerning legal proceedings, see Contingencies in
Notes to Consolidated Financial Statements on page 5, which is
incorporated herein by reference.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on page 15 filed herewith.
(b) The company did not file a report on Form 8-K during the first
quarter of 1995.
NICOR Inc. Page 14
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NICOR Inc.
Date May 11, 1995 By DAVID L. CYRANOSKI
David L. Cyranoski
Senior Vice President,
Secretary and Controller
NICOR Inc. Page 15
Exhibit Index
Exhibit
Number Description of Document
3(ii).01 By-laws of the company as amended by the company's Board of
Directors on May 3, 1995.
27.01 Financial Data Schedule.
NICOR Inc.
Form 10-Q
Exhibit 3(ii).01
NICOR Inc.
By-Laws
ARTICLE I.
STOCK AND TRANSFERS.
SECTION 1. Each holder of fully paid stock shall be entitled
to a certificate or certificates of stock stating the number and
class of shares, and the designation of the series, if any, which
such certificate represents. All certificates of stock shall be
signed by the Chairman, the President or a Vice President and by
the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer, provided that in case any officer who has
signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Company with the
same effect as if such officer had not ceased to be such at the
date of its issue. All certificates of stock may be sealed with
the seal of the Company or a facsimile of such seal, shall be
countersigned by a Transfer Agent, and shall be authenticated and
registered by a Registrar. The Board of Directors shall appoint
one or more Transfer Agents, none of whom shall be an officer of
the Company authorized to sign certificates of stock, and one or
more Registrars, each of which Registrars shall be a bank or trust
company. Certificates of stock shall not be valid until
countersigned by a Transfer Agent and authenticated and registered
by a Registrar in the manner provided by the Board of Directors.
If a certificate is countersigned by a Transfer Agent or Registrar,
other than the Company itself or one of its employees, any other
signatures or countersignature on the certificate may be
facsimiles.
SECTION 2. Shares of stock shall be transferable only on the
books of the Company, and, except as hereinafter provided or as
otherwise required by law, shall be transferred only upon proper
endorsement and surrender of the certificates theretofore issued
therefor. If an outstanding certificate of stock shall be lost,
destroyed or stolen, the holder thereof may have a new certificate
upon producing evidence satisfactory to the Secretary or an
Assistant Secretary of the Company of such loss, destruction or
theft, and, if required by the Secretary or an Assistant Secretary
upon furnishing to the Company, the Transfer Agents and the
Registrars, a bond of indemnity deemed sufficient by the Secretary
or an Assistant Secretary, against claims under the outstanding
certificate.
SECTION 3. The certificates for each class or series of stock
shall be numbered and a record shall be made of the name and
address of the person to whom each certificate is issued, the
number of shares represented by the certificate and the number and
date of the certificate. All certificates exchanged or returned to
the Company for transfer shall be cancelled.
SECTION 4. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or
stockholders entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper
purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of stockholders, such date
in any case to be not more than sixty days and, for a meeting of
stockholders, not less than ten days, or in the case of a merger,
consolidation, share exchange, dissolution or sale, lease or
exchange of assets, not less than twenty days, immediately
preceding such meeting. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be,
shall be the record date. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as
provided in this Section, such determination shall apply to any
adjournment thereof.
ARTICLE II.
MEETINGS OF STOCKHOLDERS.
SECTION 1. The regular annual meeting of the stockholders of
the Company for the election of Directors and for the transaction
of such other business as may come before the meeting shall be held
on the third Thursday in April of each year, or on such other date
of each year as the Board of Directors may determine. Each such
regular annual meeting and each special meeting of the stockholders
shall be held at such place as the Board of Directors may
determine.
SECTION 2. Special meetings of the stockholders may be called
by the Chairman, the President, the Board of Directors, a majority
of the Directors individually or the holders of not less than one-
fifth of all the outstanding shares entitled to vote on the matter
for which the meeting is called.
SECTION 3. Written notice stating the place, day and hour of
each meeting of the stockholders and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be
delivered not less than thirty nor more than sixty days before the
date of the meeting, either personally or by mail, by or at the
direction of the Chairman, the President, the Secretary or the
persons calling the meeting, to each stockholder of record entitled
to vote at the meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail addressed to
the stockholder at his address as it appears upon the records of
the Company, with postage thereon prepaid.
SECTION 4. At any meeting of stockholders, the Chairman may
appoint one or more persons as inspectors for such meeting.
Such inspector or inspectors shall ascertain and report the
number of shares represented at the meeting, based upon his or
their determination of the validity and effect of proxies; count
all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and
fairness to all the stockholders.
Each report of an inspector shall be in writing and signed by
him or by a majority of them if there be more than one inspector
acting at such meeting. If there is more than one inspector, the
report of a majority shall be the report of the inspectors. The
report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be
prima facie evidence thereof.
- -----------
SECTION 5. At all meetings of the stockholders a majority of
the outstanding shares of stock entitled to vote on a matter,
excluding such shares as may be owned by the Company, represented
in person or by proxy, shall constitute a quorum for consideration
of such matter at a meeting of stockholders; provided that if less
than a majority of the outstanding shares are represented at the
meeting, a majority of the shares so represented may adjourn the
meeting at any time without further notice. If a quorum is present,
the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on a matter shall be the act of the
stockholders, unless the vote of a greater number or voting by
classes is required by The Business Corporation Act of 1983 of the
State of Illinois (hereinafter referred to as the Act) or the
Articles of Incorporation of the Company.
SECTION 6. At every meeting of the stockholders, each
outstanding share of stock regardless of class shall be entitled to
one vote upon each matter voted upon, and such vote may in all
cases be given by proxy. In all elections for Directors every
stockholder shall have the right to vote, in person or by proxy,
the number of shares owned by him for as many persons as there are
Directors to be elected, or to cumulate such votes and give to one
candidate as many votes as shall equal the number of Directors to
be elected multiplied by the number of his shares of stock, or to
distribute such cumulative votes in any proportion among any number
of candidates.
SECTION 7. Within twenty days after the record date for a
meeting of stockholders or ten days before such meeting, whichever
is earlier, the Secretary shall make a true and complete list, in
alphabetical order, of all the stockholders of record of the
Company entitled to vote at the meeting, together with the address
of each and the number of shares held by each.
SECTION 8. The Chairman and the Secretary of the Company
shall, when present, act as Chairman and Secretary, respectively,
of each meeting of the stockholders.
SECTION 9. If a stockholder desires to submit a proposal for
consideration at a stockholders' meeting, or to nominate persons
for election as Directors, written notice of such stockholder's
intent to make such a proposal or nomination must be given either
by personal delivery or by United States mail, to the Secretary of
the Company not later than (i) with respect to an annual meeting of
stockholders, sixty days prior to the anniversary date of the
immediately preceding annual meeting, and (ii) with respect to a
special meeting of stockholders, the close of business on the tenth
day following the date on which notice of such meeting is first
given to stockholders. Each notice shall describe the proposal or
nomination in sufficient detail for the proposal or nomination to
be summarized on the agenda for the meeting and shall set forth (i)
the name and address of the stockholder who intends to make the
proposal or nomination and (ii) a representation that the
stockholder is a holder of record of stock of the Company entitled
to vote at such meeting and intends to appear in person or by proxy
at the meeting to present such proposal or nomination. In
addition, in the case of a nomination of any person for election as
Director, the notice shall set forth (i) the name and address of
any person to be nominated; (ii) a description of all arrangements
or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the
stockholder; (iii) such other information regarding such nominee
proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (iv) the consent of each
nominee to serve as a Director of the Company if so elected. The
presiding officer of the meeting may refuse to acknowledge any
proposal or nomination not made in compliance with the foregoing
procedure.
ARTICLE III.
BOARD OF DIRECTORS.
SECTION 1. The number of Directors of the Company shall be
not less than eight nor more than thirteen. The number of
Directors may be fixed or changed from time to time within the
foregoing minimum and maximum by the Directors without further
amendment of these by-laws. The Directors shall be elected at each
annual meeting of the stockholders, but if for any reason the
election shall not be held at an annual meeting, it may be
subsequently held at any special meeting of the stockholders called
for that purpose after proper notice. Each Director, including one
elected to fill a vacancy or elected as a result of an increase in
the number of Directors, shall hold office until the next
succeeding annual meeting or until his successor shall have been
elected and qualified. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an
increase in the number of Directors may be filled by election at an
annual meeting or at a special meeting of stockholders called for
that purpose; provided, however, that any vacancy arising between
meetings of stockholders by reason of an increase in the number of
Directors or otherwise may be filled by the Board of Directors. A
decrease in the number of Directors does not shorten an incumbent
Director's term. Directors need not be residents of the State of
Illinois or stockholders of the Company.
SECTION 2. A regular meeting of the Board of Directors shall
be held immediately, or as soon as practicable, after the annual
election of Directors in each year. Notice of such meeting,
stating the time and place at which it will be held, shall be given
to each Director personally, or by facsimile transmission, or by
depositing such notice in the mails properly addressed, at least
three days before the day of such meeting.
SECTION 3. Special meetings of the Board of Directors may be
called at any time by the Chairman, the President or by any two
Directors and shall be held at such place as shall be specified in
the notice for such meeting. Notice of every special meeting of
the Board stating the time and place at which such meeting will be
held, shall be given to each Director personally, or by facsimile
transmission, or by depositing such notice in the mails properly
addressed, at least three days before the day of such meeting.
SECTION 4. A majority of the number of Directors then in
office, but in any event not less than six, shall constitute a
quorum for the transaction of business at any meeting of the Board;
provided that if less than a quorum is present at the meeting, a
majority of the Directors present may adjourn the meeting at any
time without further notice. At all meetings of the Board of
Directors at which a quorum is present, a majority vote of those
present shall be decisive of all questions before the meeting.
SECTION 5. The Board of Directors, by the affirmative vote of
a majority of the Directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to
establish reasonable compensation of all Directors for services to
the Company as Directors, officers or otherwise.
SECTION 6. Any action required to be taken at a meeting of
the Board of Directors, or any other action which may be taken at
a meeting of the Board of Directors or of any committee thereof,
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors
entitled to vote with respect to the subject matter thereof, or by
all the members of such committee, as the case may be.
SECTION 7. Members of the Board of Directors or of any
committee thereof may participate in and act at any meeting of such
Board or committee through the use of a conference telephone or
other communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in
such a meeting shall constitute attendance and presence in person
at the meeting of the person or persons so participating.
ARTICLE IV.
COMMITTEES.
SECTION 1. There shall be an Executive Committee of not less
than five members consisting of the Chairman of the Company, the
President and not less than three other Directors. The chairman of
the Committee shall be the Chairman of the Company or another
Director elected or designated by the Board of Directors. The
Board of Directors shall, at its first meeting after the annual
meeting of the stockholders in each year, by resolution adopted by
a majority of the number of Directors then in office, but not less
than six, designate the chairman and the regular members of the
Committee and the remaining Directors who shall constitute
alternates to serve temporarily, and as far as practicable in
rotation, as members of the Committee in place of any of the
regular members who, at any time, may be unable to serve. The
Chairman of the Company, the President or the Directors calling a
meeting of the Committee shall call upon alternates to serve as
herein provided. When any alternate serves, the minutes of the
meeting shall record the name of the regular member in whose place
he serves. Each Director designated as a regular member of the
Executive Committee shall serve as such for one year or until his
successor shall have been designated. The Executive Committee
shall, when the Board is not in session, have and may exercise all
of the authority of the Board of Directors in the management of the
Company, except as limited by Section 3 of this Article IV.
Vacancies in the membership of the Executive Committee shall be
filled by the Board of Directors. The Executive Committee shall
keep minutes of the proceedings at its meetings and such minutes
shall be distributed to the Directors at or before the next meeting
of the Board thereafter.
SECTION 2. A majority of the number of the Directors then in
office, but in any event not less than six, may from time to time
appoint, or authorize the appointment of, other committees,
standing or special, from among its own number and confer such
powers upon such committees, except as limited by Section 3 of this
Article IV, and revoke such powers and terminate the existence of
such committees, as the Board at its pleasure may determine. All
such committees must have at least two members.
SECTION 3. Neither the Executive Committee nor any other
committee of the Board of Directors shall (i) authorize
distributions, except for dividends to be paid with respect to
shares of any preferred or special classes or any series thereof;
(ii) approve or recommend to stockholders any act the Act requires
to be approved by the stockholders; (iii) fill vacancies on the
Board or any of its committees; (iv) elect or remove officers or
fix the compensation of any member of the committee; (v) adopt,
amend or repeal the by-laws; (vi) approve a plan of merger not
requiring stockholder approval; (vii) authorize or approve the
reacquisition of shares except according to a general formula or
method prescribed by the Board; (viii) authorize or approve the
issuance or sale, or contract for sale, of shares or determine the
designation and relative rights, preferences, and limitations of a
series of shares, except that the Board may direct a committee to
fix the specific terms of the issuance or sale or contract for sale
or the number of shares to be allocated to particular employees
under an employee benefit plan; or (ix) amend, alter, or repeal, or
take any action inconsistent with any resolution or action of the
Board if the resolution or action of the Board provides by its
terms that it shall not be amended, altered or repealed by a
committee.
SECTION 4. Meetings of any committee may be called at any
time by the Chairman of the Company, the President, by the chairman
of the committee or by any two Directors who are members of the
committee, and shall be held at such place as shall be designated
in the notice of such meeting. Notice of each committee meeting
stating the time and place at which such meeting will be held shall
be given to each member of the committee personally, or by
facsimile transmission, or by depositing such notice in the mails
properly addressed, at least three days before the day of such
meeting. A majority of the members of a committee shall constitute
a quorum thereof; provided that if less than a quorum is present at
a meeting, a majority of the Directors present may adjourn the
meeting at any time without further notice. A majority vote of
those present at each meeting of a committee at which a quorum is
present shall be decisive of all questions before the meeting.
Each member of a committee, not receiving a salary from the
Company, or any affiliated company, shall be paid such fee for
attendance at each meeting as the Board of Directors may from time
to time by resolution determine.
ARTICLE V.
OFFICERS.
SECTION 1. There shall be elected by the Board of Directors,
at its first meeting after the annual election of Directors in each
year if practicable, the following principal officers of the
Company, namely: a Chairman, who shall be a Director of the
Company, a President, such number of Vice Presidents as the Board
at the time may decide upon, a Secretary and a Treasurer. There
may also be elected by the Board a Chairman of the Executive
Committee, who shall be a Director of the Company. The Board may
also provide for such other officers and prescribe for each of them
such duties as in its judgment may from time to time be desirable
in the conduct of the affairs of the Company. Any two or more
offices may be held by the same person; one person may be an
assistant in any two or more offices. All officers shall hold
their respective offices until the first meeting of the Board of
Directors after the next succeeding annual election of Directors or
until their successors shall have been elected, but any officer may
be removed from office by the Board of Directors whenever in its
judgment the best interests of the Company will be served thereby.
SECTION 2. The Chairman shall, when present, preside at all
meetings of the stockholders and of the Board of Directors. He
shall also, when present, preside at all meetings of the Executive
Committee unless the Board has designated another Director as
Chairman of such Committee.
SECTION 3. The President shall be the chief executive officer
of the Company and shall have the general management and direction,
subject to the control of the Board of Directors and the Executive
Committee, of the affairs of the Company. He shall have power to
appoint any and all officers, agents and employees of the Company
not required by these by-laws to be elected or appointed directly
by the Board of Directors. He shall have power to accept the
resignation of or to discharge any and all officers, agents and
employees of the Company not elected or appointed directly by the
Board of Directors. When the Board of Directors is not in session,
he shall have power to accept the resignation or suspend the
authority of any and all officers, agents and employees of the
Company elected or appointed directly by the Board of Directors,
subject, however, to the pleasure of the Board of Directors at its
next meeting. He shall sign all papers and documents to which his
signature may be necessary or appropriate and shall have such other
powers and duties as usually devolve upon the chief executive
officer of a corporation, and such further powers and duties as
may be prescribed for him by the Board of Directors or the
Executive Committee. In the absence or disability of the Chairman,
the President shall have the powers and perform the duties of the
Chairman.
SECTION 4. Each of the Vice Presidents shall have such powers
and duties as may be prescribed for him by the Board of Directors,
the Executive Committee, the President, or the officer to whom he
reports.
SECTION 5. The Secretary shall attend all meetings of the
stockholders, of the Board of Directors and of the Executive
Committee, shall keep a true and faithful record thereof in proper
books to be provided for that purpose, and shall have the custody
and care of the corporate seal, records, minute books and stock
books of the Company, and of such other books and papers as in the
practical business operations of the Company shall naturally belong
in the office or custody of the Secretary or as shall be placed in
his custody by order of the Board of Directors or the Executive
Committee. He shall keep a suitable record of the addresses of
stockholders and shall, except as may be otherwise required by
statute or these by-laws, sign and issue all notices required for
meetings of stockholders, of the Board of Directors and of the
Executive Committee. In the case of a special meeting of the
stockholders called by the requisite number of stockholders or by
a majority of the Directors individually, and in the case of a
special meeting of the Board of Directors or a meeting of the
Executive Committee, called by any two Directors, the Secretary
may, and if so requested by the persons calling the meeting shall,
include the names of such persons in the notice of the meeting. He
shall sign all papers to which his signature may be necessary or
appropriate, shall affix and attest the seal of the Company to all
instruments requiring the seal, and shall have such other powers
and duties as are commonly incidental to the office of Secretary
and as may be prescribed for him by the Board of Directors, the
Executive Committee, the President, or the officer to whom he
reports.
SECTION 6. The Treasurer shall have such powers and duties as
are commonly incidental to the office of Treasurer and as may be
prescribed for him by the Board of Directors, the Executive
Committee, the President, or the officer to whom he reports.
SECTION 7. Assistant officers may be elected by the Board of
Directors or appointed by the President. Each assistant officer
shall assist the officer whom he is elected or appointed to assist
and shall for such purpose have the powers of such officer. In the
absence or disability of any officer, his duties shall, except as
otherwise ordered by the Board of Directors or Executive Committee,
temporarily devolve upon such assistant officer as shall be
designated by the President.
ARTICLE VI.
MISCELLANEOUS.
SECTION 1. Whenever any notice is required to be given under
the provision of these by-laws or under the provisions of the
Articles of Incorporation of the Company or under the provisions of
the Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Attendance at any meeting shall constitute waiver of
notice thereof unless the person at the meeting objects to the
holding of the meeting because proper notice was not given.
SECTION 2. Any and all shares of stock of any corporation
owned by the Company and any and all voting trust certificates
owned by the Company calling for or representing shares of stock of
any corporation may be voted at any meeting of the stockholders of
such corporation or at any meeting of the holders of such
certificates, as the case may be, by the Chairman, the President,
a Vice President, the Secretary or the Treasurer upon any question
which may be presented at such meeting, and any such officer may,
on behalf of the Company, waive any notice required to be given of
the calling of such meeting without notice. The Chairman, the
President, a Vice President, the Secretary and the Treasurer shall
have authority to give to any person a written proxy in the name of
the Company and under its corporate seal, to vote any or all shares
of stock or any or all certificates owned by the Company upon any
question that may be presented at any such meeting of stockholders
or certificate holders, with full power to waive any notice of the
calling of such meeting and consent to the holding of such meeting
without notice.
SECTION 3. The fiscal year of the Company shall begin on the
first day of January and end on the last day of December in each
year.
ARTICLE VII.
AMENDMENT OR REPEAL OF BY-LAWS.
These by-laws may be made, altered, amended or repealed by the
stockholders or the Board of Directors.
<TABLE> <S> <C>
<ARTICLE> UT NICOR Inc.
Form 10-Q
Exhibit 27.01
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME, THE CONSOLIDATED BALANCE SHEET AND THE
CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1604
<OTHER-PROPERTY-AND-INVEST> 116
<TOTAL-CURRENT-ASSETS> 310
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 75
<TOTAL-ASSETS> 2105
<COMMON> 127
<CAPITAL-SURPLUS-PAID-IN> 64
<RETAINED-EARNINGS> 502<F1>
<TOTAL-COMMON-STOCKHOLDERS-EQ> 693
9
0
<LONG-TERM-DEBT-NET> 446
<SHORT-TERM-NOTES> 3
<LONG-TERM-NOTES-PAYABLE> 13
<COMMERCIAL-PAPER-OBLIGATIONS> 14
<LONG-TERM-DEBT-CURRENT-PORT> 50
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 877
<TOT-CAPITALIZATION-AND-LIAB> 2105
<GROSS-OPERATING-REVENUE> 610
<INCOME-TAX-EXPENSE> 22
<OTHER-OPERATING-EXPENSES> 536
<TOTAL-OPERATING-EXPENSES> 558
<OPERATING-INCOME-LOSS> 52
<OTHER-INCOME-NET> 1
<INCOME-BEFORE-INTEREST-EXPEN> 53
<TOTAL-INTEREST-EXPENSE> 12
<NET-INCOME> 41
0
<EARNINGS-AVAILABLE-FOR-COMM> 41
<COMMON-STOCK-DIVIDENDS> 16
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 304
<EPS-PRIMARY> .80
<EPS-DILUTED> 0
<FN>
<F1>Since December 31, 1985.
</FN>
</TABLE>
