SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NICOR INC.
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(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-2855175
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(State of Incorporation or Organization) (IRS Employer Identification No.)
1844 Ferry Road
Naperville, Illinois 60563-9600
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b)of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [X] the following box. [ ]
Securities Act registration statement file number to which this form
relates:
Not applicable
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preference Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Page 1 of 8 Pages
Exhibit Index at Page 8.
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Item 1. Description of Registrant's Securities to be Registered
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On September 9, 1997, the Board of Directors of NICOR Inc. (the
"Company") declared a dividend distribution of one Right for each
outstanding share of common stock, par value $2.50 per share (the "Common
Stock"), of the Company to shareholders of record at the close of business
on September 30, 1997 (the "Record Date"). Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior Participating
Preference Stock, with no par value per share (the "Preference Stock"), at
a price of $105.00 per one one-hundredth share (the "Exercise Price"),
subject to adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 10% or more of the outstanding
shares of Common Stock (the "Shares Acquisition Date") or (ii) 15 business
days (or such later date as may be determined by action of the Board of
Directors of the Company (the "Board of Directors") prior to the time that
any person becomes an Acquiring Person) following the commencement of (or a
public announcement of an intention to make) a tender or exchange offer if,
upon consummation thereof, such person or group would be the beneficial
owner of 10% or more of such outstanding shares of Common Stock (the
earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced by the Common Stock certificates together with a copy of
this Summary of Shareholder Rights Plan and not by separate certificates.
The Rights Agreement also provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock.
Until the Distribution Date (or earlier redemption, expiration or
termination of the Rights), the transfer of any certificates for Common
Stock, with or without a copy of this Summary of Shareholder Rights Plan,
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificates. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and, thereafter, such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the earlier of (i) September 30, 2007 (the "Final Expiration
Date") and (ii) the redemption of the Rights by the Company as described
below.
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If any person (other than the Company, its subsidiaries or any
person receiving newly-issued shares of Common Stock directly from the
Company) becomes the beneficial owner of 10% or more of the then
outstanding shares of Common Stock, each holder of a Right will thereafter
have the right to receive, upon exercise at the then current exercise price
of the Right, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right. The Rights Agreement contains an exemption for
any issuance of Common Stock by the Company directly to any person (for
example, in a private placement or an acquisition by the Company in which
Common Stock is used as consideration), even if that person would become
the beneficial owner of 10% or more of the Common Stock, provided that such
person does not acquire any additional shares of Common Stock.
If, at any time following the Shares Acquisition Date, the Company
is acquired in a merger or other business combination transaction or 50% or
more of the Company's assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right
to receive, upon exercise at the then current exercise price of the Right,
common stock of the acquiring or surviving company having a value equal to
two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of
the events set forth in the preceding two paragraphs (the "Triggering
Events"), any Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will
immediately become null and void.
The Exercise Price payable, and the number of shares of Preference
Stock or other securities or property issuable, upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution,
among other circumstances, in the event of a stock dividend on, or a
subdivision, split, combination, consolidation or reclassification of, the
Preference Stock or the Common Stock, or a reverse split of the outstanding
shares of the Preference Stock or the Common Stock.
With certain exceptions, no adjustment in the Exercise Price will
be required until cumulative adjustments require an adjustment of at least
1% in the Exercise Price. The Company will not be required to issue
fractional shares of Preference Stock or Common Stock (other than fractions
in multiples of one-hundredths of a share of Preference Stock) and, in lieu
thereof, an adjustment in cash may be made based on the market price of the
Preference Stock or Common Stock on the last trading date prior to the date
of exercise.
The Preference Stock is a new series of preference stock that is
nonredeemable and that ranks junior to other series of preference stock of
the Company that are currently issued or may be issued in the future. Each
share of Preference Stock will be entitled to a minimum preferential
quarterly dividend of $1.00 per share but will be
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entitled to an aggregate dividend equal to 100 times the dividend declared
per share of Common Stock. In the event of liquidation, each share of
Preference Stock will be entitled to a minimum preferential liquidation
payment of $.01 per share but will be entitled to an aggregate payment of
100 times the payment made per share of Common Stock. Each share of
Preference Stock will have one vote, voting together with the Common Stock
and other capital stock of the Company. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Preference Stock will be entitled to receive
100 times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions. Because of the nature of
the Preference Stock's dividend and liquidation rights, the value of the
one one-hundredth of a share of Preference Stock purchasable upon the
exercise of each Right should approximate the value of one share of Common
Stock.
At any time after the date of the Rights Agreement until the time
that a person becomes an Acquiring Person, the Board of Directors may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"), which may (at the option of the Company) be paid
in cash, shares of Common Stock or other consideration deemed appropriate
by the Board of Directors. Upon the effectiveness of any action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Board of Directors of the Company is generally responsible for
administering, interpreting and making all decisions and taking all actions
with respect to the Rights Agreement, including, without limitation, the
decision to redeem or exchange the Rights or to amend the Rights Agreement.
The provisions of the Rights Agreement may be amended by the
Company, except that any amendment adopted after the time that a person
becomes an Acquiring Person may not adversely affect the interests of
holders of Rights.
As of August 31, 1997, there were 48,544,970 shares of Common
Stock outstanding and 4,073,582 shares of Common Stock reserved for
issuance under employee benefit plans. Each outstanding share of Common
Stock on September 30, 1997 will receive one Right. 800,000 shares of
Preference Stock will be reserved for issuance in the event of exercise of
the Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on the Rights being redeemed or
a substantial number of Rights being
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acquired, and under certain circumstances the Rights beneficially owned by
such a person or group will become void. The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors because, if the Rights would become exercisable as a result of
such merger or business combination, the Board of Directors may, at its
option, at any time prior to the time that any Person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights
at the Redemption Price.
A copy of the Rights Agreement is being filed with the Securities
and Exchange Commission as an exhibit to this Registration Statement on
Form 8-A. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement.
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Item 2. Exhibits
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1. Rights Agreement, dated as of September 9, 1997, between NICOR Inc.
and Harris Trust and Savings Bank, as Rights Agent, which includes
as Exhibit A thereto the Resolution Designating the Rights,
Preferences and Other Terms of the Preference Stock, as Exhibit B
thereto the Form of Right Certificate and as Exhibit C thereto the
Summary of Shareholder Rights Plan. Pursuant to the Rights Agreement,
Right Certificates will not be mailed until the occurrence of certain
events described more fully in Section 3 of the Rights Agreement.
2. Form of Letter to Shareholders of NICOR Inc.
3. Press Release by NICOR Inc., dated September 9, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
NICOR INC.
Date: October 15, 1997 By: /s/ David L. Cyranoski
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Name: David L. Cyranoski
Title: Senior Vice President,
Secretary and Controller
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EXHIBIT INDEX
Page
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1. Rights Agreement, dated as of September 9, 1997, between *
NICOR Inc. and Harris Trust and Savings Bank, as Rights
Agent, which includes as Exhibit A thereto the Resolution
Designating the Rights, Preferences and Other Terms of the
Preference Stock, as Exhibit B thereto the Form of Right
Certificate and as Exhibit C thereto the Summary of
Shareholder Rights Plan. Pursuant to the Rights Agreement,
Right Certificates will not be mailed until the occurrence of
certain events described more fully in Section 3 of the Rights
Agreement.
2. Form of Letter to Shareholders of NICOR Inc. *
3. Press Release by NICOR Inc., dated September 9, 1997. *
*Previously filed
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