NICOR INC, S-8, 1995-06-29

NICOR INC
S-8, 1995-06-29
NATURAL GAS DISTRIBUTION

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<TABLE>
Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
under
the Securities Act of 1933

NICOR Inc. and
NI-Gas Thrift Plan
(Name of registrants)

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

1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive offices)

NI-Gas Thrift Plan
(Full title of the plan)

David L. Cyranoski
Senior Vice President, Secretary and Controller
NICOR Inc.
1844 Ferry Road
Naperville, Illinois 60563-9600
(Name and address of agent for service)

Telephone number, including area code, of agent for service (708) 305-9500

Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of
1933, the Prospectus contained in this Registration Statement will also be used in
connection with the offering of securities of the Registrant registered under Registration
Statement on Form S-8, File No. 33-41804

CALCULATION OF REGISTRATION FEE
<CAPTION>

Proposed Proposed
Maximum Maximum
Title Amount Offering Aggregate Amount of
of Securities to be Price per Offering Registration
being Registered Registered Share* Price* Fee

<S> <C> <C> <C> <C>
Common Stock, par value $2.50.. 450,000 shares $26 3/8 $11,868,750 $4,093

* In accordance with Rule 457(h), the prices stated above are estimated solely for the
purpose of determining the registration fee and are based on the average of the high
and low market prices of the stock as reported in the New York Stock Exchange Composite
Transactions on June 22, 1995.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant
to the NI-Gas Thrift Plan described herein.
</TABLE>

Part II.
Information Required in the Registration Statement

The contents of Form S-8 Registration Statement under the Securities
Act of 1933 filed July 19, 1991, registration number 33-41804, are
incorporated herein by reference.

Item 3. Incorporation of Documents by Reference.

The following documents, which have heretofore been filed with the
Commission pursuant to the Securities Exchange Act of 1934, are incorporated
herein by reference in this registration statement and shall be deemed to be
a part hereof:

(a) Annual Report of NICOR on Form 10-K for the year ended December 31,
1994.

(b) Amendment No. 1 to 1994 NICOR Form 10-K containing financial
statements of the NI-Gas Thrift Plan and the NI-Gas Savings
Investment Plan.

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

All documents filed by NICOR or the Plan with the Commission pursuant
to Section 13(a), 13(c), 14 and 15(d) of Securities Exchange Act of 1934,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and
to be a part thereof from the date of filing such documents.

Item 6. Indemnification of Directors and Officers.

NICOR and Northern Illinois Gas Company ("NI-Gas") are incorporated in
Illinois. Section 8.75 of the Illinois Business Corporation Act of 1983
permits, and in some circumstances requires, indemnification of officers,
directors and employees of NICOR and/or NI-Gas.

The Articles of Incorporation of NICOR and NI-Gas provide
indemnification for all officers, directors or employees of NICOR and NI-
Gas. Coverage may also be extended to persons who, at the request of NICOR
and/or NI-Gas, serve as agents of NICOR and/or NI-Gas or of any other
corporations, associations or entities. Indemnification is provided, except
in relation to matters as to which it is finally adjudged or determined that

S-1

the person breached a duty to NICOR and/or NI-Gas, or the person failed to
act in good faith for a purpose which the person reasonably believed to be
in the best interest of NICOR and/or NI-Gas, or, in the case of criminal
litigation, the person had reasonable cause to believe that such conduct was
unlawful. If the required indemnification standard is met, indemnification
would cover the liabilities and reasonable expenses of the person.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of NICOR and NI-Gas pursuant to the foregoing provisions, or otherwise,
NICOR and NI-Gas have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by NICOR and/or NI-Gas of expenses incurred or paid by a director, officer
or controlling person of NICOR and/or NI-Gas in the successful defense of
any action, suit or proceeding, or claims to the extent covered by contracts
of insurance) is asserted by such director, officer or controlling person in
connection with the securities being registered, NICOR and/or NI-Gas will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

NICOR and NI-Gas maintain at its expense insurance policies which
insure NICOR and NI-Gas and the officers and directors of NICOR and NI-Gas
against certain liabilities, including certain liabilities which might arise
under the Securities Act of 1933.

Item 8. Exhibits.

Reference is made to the Exhibit Index on page S-6 filed herewith.

The undersigned registrant will submit or has submitted the Plan and
any amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the plan.

Item 9. Undertakings.

Rule 415 Offering

The undersigned registrant hereby undertakes:

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

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

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

S-2

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

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

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

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

Filings Incorporating Subsequent Exchange Act Documents by Reference

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

Filing of Registration Statement on Form S-8

Reference is made to Item 6, Indemnification of Directors and Officers,
for this Undertaking.

S-3

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
NICOR Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, at its general office, 1844
Ferry Road, Naperville, Illinois, on the 28th day of June, 1995.

NICOR Inc.

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

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

Signature Title Date

THOMAS L. FISHER President, Chief Executive
Thomas L. Fisher Officer and Director

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

ROBERT M. BEAVERS, JR.* Director

JOHN H. BIRDSALL, III* Director

W. H. CLARK* Director June 28, 1995

RICHARD G. CLINE* Director

JOHN E. JONES* Director

DENNIS J. KELLER* Director

CHARLES S. LOCKE* Director

SIDNEY R. PETERSEN* Director

DANIEL R. TOLL* Director

PATRICIA A. WIER* Director

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

S-4

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement or Amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, at the
Northern Illinois Gas Company general office, 1844 Ferry Road, Naperville,
Illinois, on the 28th day of June, 1995.

NI-GAS THRIFT PLAN

By JOHN C. FLOWERS
John C. Flowers
Plan Administrator

S-5

EXHIBIT INDEX

Exhibit
Number Description of Document

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

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

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

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

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

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

4.07* By-laws of the Company. (File No. 1-7297, Form 10-Q for March
1995, Exhibit 3(ii).01.)

23.01 Consents of Arthur Andersen LLP, Independent Public Accountants.

24.01 Powers of Attorney.

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

S-6

NICOR Inc.
Form S-8
Exhibit 23.01

CONSENTS OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement of our report dated
January 25, 1995, included in the NICOR Inc. Annual Report on Form 10-K for
the year ended December 31, 1994, and our reports dated June 27, 1995, on
the NI-Gas Thrift Plan and the NI-Gas Savings Investment Plan financial
statements included in the NICOR Inc. Form 10-K/A, Amendment No. 1, for the
year ended December 31, 1994.

ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP

Chicago, Illinois
June 28, 1995

NICOR Inc.
Form S-8
Exhibit 24.01

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, a Director, Officer, or Director and Officer
of NICOR Inc., an Illinois corporation, does hereby constitute and appoint
D. L. CYRANOSKI, D. W. LOHRENTZ and T. D. GREENBERG, and each of them, his
true and lawful attorneys and agents, each with full power and authority
(acting alone and without the others) to execute in the name and on behalf of
the undersigned as such Director, Officer, or Director and Officer, a
Registration Statement (and such amendment or amendments thereto as may be
necessary) under the Securities Act of 1933, with respect to the NI-Gas
Thrift Plan, hereby granting to such attorneys and agents, and each of them,
full power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any of them,
may do or cause to be done by virtue of these presents.