NICOR INC, S-8, 1997-06-05

NICOR INC
S-8, 1997-06-05
NATURAL GAS DISTRIBUTION

Previous: NEW PERSPECTIVE FUND INC, N-30D, 1997-06-05

Next: ACCEPTANCE INSURANCE COMPANIES INC, 4, 1997-06-05

Registration No.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
under
the Securities Act of 1933

NICOR Inc. and
Birdsall, Inc. Retirement Savings 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)

Birdsall, Inc. Retirement Savings 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 (630) 305-9500

CALCULATION OF REGISTRATION FEE
<TABLE>
<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 $2.50 100,000 shares $ 34.25 $ 3,425,000 $ 1,038
<F1>
* 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 3, 1997.
<F2>
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 Birdsall, Inc. Retirement Savings Plan described herein.
</TABLE>

Part II.
Information Required in the Registration Statement

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,
1996.

(b) Quarterly Report of NICOR on Form 10-Q for the quarter ended
March 31, 1997.

(c) 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 Birdsall, Inc. Retirement Savings
Plan (the Plan) with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 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 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

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

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

S-1

determined that the person breached a duty to NICOR, 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, 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 pursuant to the foregoing provisions, or otherwise, NICOR has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by NICOR of expenses
incurred or paid by a director, officer or controlling person of NICOR 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 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 maintains at its expense insurance policies which insure NICOR
and the officers and directors of NICOR against certain liabilities,
including certain liabilities which might arise under the Securities Act of
1933.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

Reference is made to the Exhibit Index on page S-7 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;

S-2

(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.

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

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

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

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

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.

S-3

Filing of Registration Statement on Form S-8

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

S-4

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 5th day of June, 1997.

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 indicated on June 5, 1997.

Signature Title

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

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

ROBERT M. BEAVERS, JR.* Director

BRUCE P. BICKNER* Director

JOHN H. BIRDSALL, III* Director

W. H. CLARK* 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 MARIANNE T. LORENZ
Marianne T. Lorenz (Attorney-in-fact)

S-5

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, in the
City of Riviera Beach, Florida, on the 5th day of June, 1997.

BIRDSALL, INC. RETIREMENT SAVINGS PLAN

By MARK CHAPMAN
Mark Chapman
Vice President Sales
and Organization Support
and Plan Administrator

S-6

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. (Proxy
Statement dated April 20, 1979, Item 3 thereto.)

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

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

4.05* Amendment to Articles of Incorporation of the Company. (Proxy
Statement dated March 12, 1987, Exhibit A and Exhibit B thereto.)

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

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

4.08* By-laws of the Company as amended by the Company's Board of
Directors on May 3, 1995. (File No. 1-7297, Form 10-Q for March
1995, Exhibit 3(ii).01.)

23.01 Consent of 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-7

NICOR Inc.
Form S-8
Exhibit 23.01

CONSENT 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 28, 1997, included in the NICOR Inc. Annual Report on Form 10-K for
the year ended December 31, 1996.

ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Chicago, Illinois
June 4, 1997

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 and M. T. LORENZ, and each of them, the undersigned's true
and lawful attorneys and agents, each with full power and authority (acting
alone and without the other) 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 Birdsall,
Inc. Retirement Savings 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.