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.
(Name of registrant)
ILLINOIS 36-2855175
(State of Incorporation) (IRS Employer Identification No.)
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive offices)
NICOR Inc.
1997 Long-Term Incentive 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 1,005,200 shares $ 34.25 $ 34,428,100 $ 10,433
<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.
</TABLE>
Pursuant to General Instruction E to Form S-8, the contents of the company's
Registration Statement on Form S-8, File No. 33-31029, as amended by Post-
Effective Amendment No. 1 thereto (the Prior Registration Statement) are
incorporated herein by reference. This Registration Statement covers
1,005,200 shares which, together with the 994,800 shares being carried forward
from the Prior Registration Statement and upon which a fee has previously been
paid, constitute the 2,000,000 shares issuable under the NICOR 1997 Long-Term
Incentive Plan.
Part II.
Information Required in the Registration Statement
Item 8. Exhibits
Reference is made to the Exhibit Index on page S-3 filed herewith.
S-1
SIGNATURES
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 6th 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 6, 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
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-2
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.)
5.01 Legal Opinion.
23.01 Consent of Independent Public Accountants.
23.02 Consent of Counsel. (Reference is made to Exhibit 5.01 for this
Consent.)
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-3
NICOR Inc.
Form S-8
Exhibit 5.01
MAYER, BROWN & PLATT
190 South La Salle Street
Chicago, Illinois 60603-3441
June 5, 1997
NICOR Inc.
1844 West Ferry Road
Naperville, IL 60563
Ladies and Gentlemen:
We are representing NICOR Inc. (the "Company") in connection
with the filing of Post-Effective Amendment No. 1 to Registration
Statement No. 33-31029 and of a new registration statement (the
"Registration Statements") which together provide for the
registration under the Securities Act of 1933 of 2,000,000 shares
of its common stock (the "Stock") for offering pursuant to
NICOR's 1997 Long-Term Incentive Plan (the "Plan"). In
connection therewith, we have examined or are otherwise familiar
with the Articles of Incorporation of the Company as amended to
date, the By-Laws of the Company as amended to date, the Plan,
the Registration Statements, minutes of such meetings of the
Board of Directors and Stockholders of the Company as we have
deemed necessary and such other documents and instruments as we
have deemed necessary for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the
Stock is duly authorized for issue and, when issued and delivered
to participants or their transferees in accordance with the
provisions of the Plan, will be legally issued, fully paid and
non-assessable shares of the Company.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statements.
Very truly yours,
MAYER, BROWN & PLATT
Mayer, Brown & Platt
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
ROBERT M. BEAVERS, JR.
Robert M. Beavers, Jr.
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
BRUCE P. BICKNER
Bruce P. Bickner
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
W. H. CLARK
W. H. Clark
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
JOHN E. JONES
John E. Jones
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
DENNIS J. KELLER
Dennis J. Keller
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
CHARLES S. LOCKE
Charles S. Locke
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
SIDNEY R. PETERSEN
Sidney R. Petersen
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
DANIEL R. TOLL
Daniel R. Toll
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
issuance of up to 2,000,000 shares of Common Stock under the
NICOR Inc. 1997 Long-Term Incentive 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.
IN WITNESS WHEREOF, I have hereunto signed this Power
of Attorney this 17th day of April, 1997.
PATRICIA A. WIER
Patricia A. Wier
