UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1996
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 305-9500
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, par value $2.50 per share New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
As of February 28, 1997, 49,224,465 common shares were outstanding, and the
aggregate market value of voting securities held by non-affiliates of the
registrant was approximately $1.6 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the company's 1997 Annual Meeting Definitive Proxy Statement,
dated March 6, 1997 are incorporated by reference into Part III.
PURPOSE OF AMENDMENT
This Amendment contains the financial statements of the NI-Gas Savings
Investment Plan and the NI-Gas Thrift Plan and is being filed pursuant to
the provisions of Rule 15d-21 of the Securities Exchange Act of 1934 in
place of separate annual reports otherwise required to be filed on
Form 11-K for employee benefit plans.
NICOR Inc.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NICOR Inc.
Date June 26, 1997 By DAVID L. CYRANOSKI
David L. Cyranoski
Senior Vice President,
Secretary and Controller
NICOR Inc. Page 38
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on
Form 8-K
(a) 1) Financial Statements:
See Item 8, Financial Statements and Supplementary Data, on
page 20 filed herewith, for a list of financial statements.
2) Financial Statement Schedule:
Schedule
Number Page
Report of Independent Public Accountants 21
II Valuation and Qualifying Accounts 39
Schedules other than those listed are omitted because they are
either not required or not applicable.
3) Exhibits Filed:
See Exhibit Index on pages 41 through 45 filed herewith.
(b) The company did not file a report on Form 8-K during the fourth
quarter of 1996.
NICOR Inc. Page 41
Exhibit Index
Exhibit
Number Description of Document
3.01 * Articles of Incorporation of the company. (File No. 2-55451,
Form S-14, NICOR Inc., Exhibit 1-03 and Exhibit B of Amendment
No. 1 thereto.)
3.02 * Amendment to Articles of Incorporation of the company. (Proxy
Statement dated April 20, 1979, NICOR Inc., Item 3 thereto.)
3.03 * Amendment to Articles of Incorporation of the company. (File
No. 2-68777, Form S-16, NICOR Inc., Exhibit 2-01.)
3.04 * Amendment to Articles of Incorporation of the company. (File
No. 1-7297, Form 10-K for 1985, NICOR Inc., Exhibit 3-03.)
3.05 * Amendment to Articles of Incorporation of the company. (Proxy
Statement dated March 12, 1987, NICOR Inc., Exhibit A and
Exhibit B thereto.)
3.06 * Amendment to Articles of Incorporation of the company. (File
No. 1-7297, Form 10-K for 1992, NICOR Inc., Exhibit 3-06.)
3.07 * Amendments to Articles of Incorporation of the company. (Proxy
Statement dated March 9, 1994, NICOR Inc., Exhibit A-1 and
Exhibit B thereto.)
3.08 * 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, NICOR Inc., Exhibit 3(ii).01.)
4.01 * Indenture of Commonwealth Edison Company to Continental Illinois
National Bank and Trust Company of Chicago, Trustee, dated as of
January 1, 1954. (File No. 1-7296, Form 10-K for 1995, Northern
Illinois Gas Company, Exhibit 4.01.)
4.02 * Indenture of Adoption of Northern Illinois Gas Company to
Continental Illinois National Bank and Trust Company of Chicago,
Trustee, dated February 9, 1954. (File No. 1-7296, Form 10-K
for 1995, Northern Illinois Gas Company, Exhibit 4.02.)
4.03 * Supplemental Indenture, dated June 1, 1963, of Northern Illinois
Gas Company to Continental Illinois National Bank and Trust
Company of Chicago, Trustee, under Indenture dated as of
January 1, 1954. (File No. 2-21490, Form S-9, Northern Illinois
Gas Company, Exhibit 2-8.)
4.04 * Supplemental Indenture, dated May 1, 1966, of Northern Illinois
Gas Company to Continental Illinois National Bank and Trust
Company of Chicago, Trustee, under Indenture dated as of
January 1, 1954. (File No. 2-25292, Form S-9, Northern Illinois
Gas Company, Exhibit 2-4.)
4.05 * Supplemental Indenture, dated June 1, 1971, of Northern Illinois
Gas Company to Continental Illinois National Bank and Trust
Company of Chicago, Trustee, under Indenture dated as of
January 1, 1954. (File No. 2-44647, Form S-7, Northern Illinois
Gas Company, Exhibit 2-03.)
NICOR Inc. Page 42
Exhibit Index (continued)
Exhibit
Number Description of Document
4.06 * Supplemental Indenture, dated April 30, 1976, between the
company and Continental Illinois National Bank and Trust Company
of Chicago, Trustee, under Indenture dated as of January 1,
1954. (File No. 2-56578, Form S-9, Northern Illinois Gas
Company, Exhibit 2-25.)
4.07 * Supplemental Indenture, dated April 30, 1976, of Northern
Illinois Gas Company to Continental Illinois National Bank and
Trust Company of Chicago, Trustee, under Indenture dated as of
January 1, 1954. (File No. 2-56578, Form S-9, Northern Illinois
Gas Company, Exhibit 2-21.)
4.08 * Supplemental Indenture, dated July 1, 1989, of Northern Illinois
Gas Company to Continental Bank, National Association, Trustee,
under Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 8-K for June 1989, Northern Illinois Gas Company,
Exhibit 4-01.)
4.09 * Supplemental Indenture, dated August 15, 1991, of Northern
Illinois Gas Company to Continental Bank, National Association,
Trustee, under Indenture dated as of January 1, 1954. (File
No. 1-7296, Form 8-K for August 1991, Northern Illinois Gas
Company, Exhibit 4-01.)
4.10 * Supplemental Indenture, dated July 15, 1992, of Northern
Illinois Gas Company to Continental Bank, National Association,
Trustee, under Indenture dated as of January 1, 1954. (File No.
1-7296, Form 10-Q for June 1992, Northern Illinois Gas Company,
Exhibit 4-01.)
4.11 * Supplemental Indenture, dated February 1, 1993, of Northern
Illinois Gas Company to Continental Bank, National Association,
Trustee, under Indenture dated as of January 1, 1954. (File
No. 1-7296, Form 10-K for 1992, Northern Illinois Gas Company,
Exhibit 4-17.)
4.12 * Supplemental Indenture, dated May 1, 1993, of Northern Illinois
Gas Company to Continental Bank, National Association, Trustee,
under Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for March 1993, Northern Illinois Gas Company,
Exhibit 4-02.)
4.13 * Supplemental Indenture, dated July 1, 1993, of Northern Illinois
Gas Company to Continental Bank, National Association, Trustee,
under Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for June 1993, Northern Illinois Gas Company,
Exhibit 4-01.)
4.14 * Supplemental Indenture, dated August 15, 1994, of Northern
Illinois Gas Company to Continental Bank, Trustee, under
Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for September 1994, Northern Illinois Gas Company,
Exhibit 4.01.)
NICOR Inc. Page 43
Exhibit Index (continued)
Exhibit
Number Description of Document
4.15 * Supplemental Indenture, dated October 15, 1995, of Northern
Illinois Gas Company to Bank of America Illinois, Trustee, under
Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for September 1995, Northern Illinois Gas Company,
Exhibit 4.01.)
4.16 * Supplemental Indenture, dated May 10, 1996, of Northern Illinois
Gas Company to Harris Trust and Savings Bank, Trustee, under
Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for June 1996, Northern Illinois Gas Company,
Exhibit 4.01.)
4.17 * Supplemental Indenture, dated August 1, 1996, of Northern
Illinois Gas Company to Harris Trust and Savings Bank, Trustee,
under Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for June 1996, Northern Illinois Gas Company,
Exhibit 4.02.)
Other debt instruments are omitted in accordance with Item
601(b)(4)(iii)(A) of Regulation S-K. Copies of such agreements
will be furnished to the Commission upon request.
10.01 * Security Payment Plan. (File No. 1-7297, Form 10-K for 1980,
NICOR Inc., Exhibit 10-09.)
10.02 * 1984 NICOR Officers' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1988, NICOR Inc.,
Exhibit 10-10.)
10.02(a)* 1985 NICOR Officers' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1988, NICOR Inc.,
Exhibit 10-10(a).)
10.03 * 1984 NICOR Directors' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1983, NICOR Inc.,
Exhibit 10-13.)
10.03(a)* 1985 NICOR Directors' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1984, NICOR Inc.,
Exhibit 10-13(a).)
10.04 * Directors' Deferred Compensation Plan. (File No. 1-7297,
Form 10-K for 1983, NICOR Inc., Exhibit 10-16.)
10.05 * Directors' Pension Plan. (File No. 1-7297, Form 10-K for 1985,
NICOR Inc., Exhibit 10-18.)
10.06 * Flexible Spending Account for Executives. (File No. 1-7297,
Form 10-K for 1986, NICOR Inc., Exhibit 10-20.)
10.07 * Amendment and Restatement of the NI-GAS Incentive Compensation
Plan. (File No. 1-7297, Form 10-K for 1986, NICOR Inc.,
Exhibit 10-21.)
NICOR Inc. Page 44
Exhibit Index (continued)
Exhibit
Number Description of Document
10.08 * NICOR Inc. 1989 Long-Term Incentive Plan. (Filed with NICOR
Inc. Proxy Statement, dated April 20, 1989, Exhibit A.)
10.09 * NI-GAS Supplementary Retirement Plan. (File No. 1-7297,
Form 10-K for 1989, NICOR Inc., Exhibit 10-24.)
10.10 * NI-GAS Supplementary Savings Plan. (File No. 1-7297, Form 10-K
for 1989, NICOR Inc., Exhibit 10-25.)
10.11 * NICOR Salary Deferral Plan. (File No. 1-7297, Form 10-K for
1989, NICOR Inc., Exhibit 10-29.)
10.12 * 1996 NICOR Incentive Compensation Plan. (File No. 1-7297,
Form 10-K for 1995, NICOR Inc., Exhibit 10.17.)
10.13 * 1996 NI-GAS Incentive Compensation Plan. (File No. 1-7297,
Form 10-K for 1995, NICOR Inc., Exhibit 10.18.)
10.14 * 1996 Long-Term Incentive Program. (File No. 1-7297, Form 10-K
for 1995, NICOR Inc., Exhibit 10.19.)
10.15 * NICOR Stock Deferral Plan. (File No. 1-7297, Form 10-Q for
September 1996, NICOR Inc., Exhibit 10.01.)
10.16 * NICOR 1995 Directors' Stock Plan. (File No. 1-7297, Form 10-Q
for September 1996, NICOR Inc., Exhibit 10.02.)
10.17 1997 NICOR Incentive Compensation Plan.
10.18 1997 NI-GAS Incentive Compensation Plan.
Exhibits 10.01 through 10.18 constitute management contracts and
compensatory plans and arrangements required to be filed as exhibits to
this Form pursuant to Item 14(c) of Form 10-K.
21.01 Subsidiaries.
23.01 Consent of Independent Public Accountants.
23.02 Consent of Independent Public Accountants - NI-Gas Savings
Investment and Thrift Plans.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
27.02 Restated Financial Data Schedule for 1994.
NICOR Inc. Page 45
Exhibit Index (concluded)
Exhibit
Number Description of Document
99.01 Financial Statements of the NI-Gas Savings Investment Plan for
1996.
99.02 Financial Statements of the NI-Gas Thrift Plan for 1996.
* These exhibits have been previously 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,
where applicable, are stated, in parentheses, in the description of
such exhibit.
Upon written request, the company will furnish free of charge a copy of any
exhibit. Requests should be sent to Investor Relations at the corporate
headquarters.
NICOR Inc.
Form 10-K/A
Exhibit 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our reports on the financial statements of the NI-Gas
Savings Investment Plan and the NI-Gas Thrift Plan, dated June 26, 1997,
included in NICOR Inc.'s Form 10-K/A, Amendment No. 1, for the year ended
December 31, 1996, into the company's previously filed Form S-3 Registration
Statement in connection with the NICOR Automatic Dividend Reinvestment and
Stock Purchase Plan (No. 33-56871), and Form S-8 Registration Statements in
connection with the NICOR Employee Stock Purchase Plan (No. 33-1732), the
NI-Gas Savings Investment Plan (No. 33-56867), the NI-Gas Thrift Plan
(No. 33-60689), the NICOR 1989 Long-Term Incentive Plan (No. 33-31029), the
Birdsall, Inc. Retirement Savings Plan (No. 333-28579) and the NICOR Inc.
1997 Long-Term Incentive Plan (No. 333-28699).
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Chicago, Illinois
June 26, 1997
NICOR Inc.
Form 10-K/A
Exhibit 99.01
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the NI-Gas Savings Investment
Plan Committee:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the NI-Gas Savings Investment Plan as of
December 31, 1996 and 1995, and the related statements of changes in net
assets available for benefits, with fund information, for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits, with fund
information, of the Plan as of December 31, 1996 and 1995, and the changes
in net assets available for benefits, with fund information, for the years
then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the
statements of net assets available for benefits, with fund information, and
the statements of changes in net assets available for benefits, with fund
information, is presented for additional analysis rather than to present the
net assets available for benefits and changes in net assets available for
benefits of each fund. The fund information has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Chicago, Illinois
June 26, 1997
- 1 -
<TABLE>
NI-Gas Savings Investment Plan
Statement of Net Assets Available for Benefits, with Fund Information
<CAPTION>
December 31, 1996
NICOR Stated Common Stock International Balanced Small
Stock Fund Return Fund Index Fund Stock Fund Fund Stock Fund Total
Assets:
Investment in NI-Gas Savings
<S> <C> <C> <C> <C> <C> <C> <C>
Investment and Thrift Trust $ 9,566,839 $ 73,069,160 $ 16,205,906 $ 6,277,979 $ 7,167,606 $ 6,599,091 $118,886,581
Miscellaneous receivable 27,575 131,031 - - - 107,581 266,187
9,594,414 73,200,191 16,205,906 6,277,979 7,167,606 6,706,672 119,152,768
Liabilities:
Miscellaneous payable 40 547 219,975 24,268 73,205 1,296 319,331
Net Assets Available for Benefits$ 9,594,374$ 73,199,644 $ 15,985,931 $ 6,253,711 $ 7,094,401 $ 6,705,376 $118,833,437
December 31, 1995
NICOR Stated Common Stock International Balanced Small
Stock Fund Return Fund Index Fund Stock Fund Fund Stock Fund Total
Assets:
Investment in NI-Gas Savings
Investment and Thrift Trust $ 7,188,096 $ 73,566,912 $ 12,329,539 $ 5,585,566 $ 5,180,651 $ 4,375,314 $108,226,078
Miscellaneous receivable 13,239 89,717 244,485 200,179 157,920 139,426 844,966
7,201,335 73,656,629 12,574,024 5,785,745 5,338,571 4,514,740 109,071,044
Liabilities:
Miscellaneous payable 187,346 217,505 - - - - 404,851
Net Assets Available for Benefits$ 7,013,989$ 73,439,124 $ 12,574,024 $ 5,785,745 $ 5,338,571 $ 4,514,740 $108,666,193
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
- 2 -
<TABLE>
NI-Gas Savings Investment Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
<CAPTION>
December 31, 1996
NICOR Stated Common Stock International Balanced Small
Stock Fund Return Fund Index Fund Stock Fund Fund Stock Fund Total
Net increase in Plan assets from
investment activities of the
NI-Gas Savings Investment
<S> <C> <C> <C> <C> <C> <C> <C> <C>
and Thrift Trust $ 2,566,434 $ 5,063,075 $ 2,933,700 $ 371,728 $ 888,781 $ 904,497 $ 12,728,215
Contributions:
Participants 333,904 1,150,734 693,010 393,534 426,110 487,986 3,485,278
Employer 147,463 497,799 287,491 157,184 175,765 199,295 1,464,997
Distributions to participants (435,576) (5,257,857) (962,345) (593,372) (750,547) (416,920) (8,416,617)
Transfers (31,840) (1,693,231) 460,051 138,892 1,015,721 1,015,778 905,371
Net increase (decrease) 2,580,385 (239,480) 3,411,907 467,966 1,755,830 2,190,636 10,167,244
Net assets available for benefits
at beginning of year 7,013,989 73,439,124 12,574,024 5,785,745 5,338,571 4,514,740 108,666,193
Net assets available for benefits
at end of year $ 9,594,374 $ 73,199,644 $ 15,985,931 $ 6,253,711 $7,094,401 $6,705,376 $118,833,437
December 31, 1995
NICOR Stated Common Stock International Balanced Small
Stock Fund Return Fund Index Fund Stock Fund Fund Stock Fund Total
Net increase in Plan assets from
investment activities of the
NI-Gas Savings Investment
and Thrift Trust $ 1,394,510 $ 5,382,790 $ 3,027,896 $ 610,101 $ 873,718 $ 765,616 $ 12,054,631
Contributions:
Participants 342,925 1,447,708 509,268 477,051 282,658 319,161 3,378,771
Employer 154,031 638,494 214,777 189,098 122,712 132,727 1,451,839
Distributions to participants (438,261) (5,429,041) (450,405) (275,254) (245,909) (201,906) (7,040,776)
Transfers (32,179) (3,123,237) 1,405,909 (689,710) 1,495,621 1,156,895 213,299
Net increase (decrease) 1,421,026 (1,083,286) 4,707,445 311,286 2,528,800 2,172,493 10,057,764
Net assets available for benefits
at beginning of year 5,592,963 74,522,410 7,866,579 5,474,459 2,809,771 2,342,247 98,608,429
Net assets available for benefits
at end of year $ 7,013,989 $ 73,439,124 $ 12,574,024 $ 5,785,745 $5,338,571 $4,514,740 $108,666,193
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
- 3 -
NI-GAS SAVINGS INVESTMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS
PLAN INFORMATION
The following description of the NI-Gas Savings Investment Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for more detailed information.
The Plan. The Plan is a defined contribution plan which was established on
July 1, 1973 to provide supplemental retirement security to substantially
all employees of Northern Illinois Gas Company (Northern Illinois Gas) not
represented by a collective bargaining agreement. The funds of the Plan are
commingled with the funds of the NI-Gas Thrift Plan and held for safekeeping
and investment by the NI-Gas Savings Investment and Thrift Trust (the
Trust). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
Plan Administration. Authority to control and manage the operation and
administration of the Plan is vested in a committee appointed by the Board
of Directors of Northern Illinois Gas. Under the terms of a trust
agreement, LaSalle National Trust, N.A. acts as trustee for the Trust and
holds the investments of the Plan. Administrative expenses associated with
operation of the Plan are paid from the Plan assets.
Contributions. The participant may elect to make either tax-deferred or
after-tax contributions, or any combination thereof, by payroll deduction,
that are partially matched by Northern Illinois Gas.
Vesting and Forfeitures. The participant's contributions and earnings
thereon are fully vested. Northern Illinois Gas' contributions and earnings
thereon are vested after the participant's completion of five years of
service, the participant's death while employed by Northern Illinois Gas or
retirement.
If the participant's interest in Northern Illinois Gas' contributions and
earnings thereon is not vested, such interest will be forfeited if the
participant's employment with Northern Illinois Gas or an affiliate is
terminated and the participant is not reemployed within five years by
Northern Illinois Gas or an affiliate. Any amounts forfeited by a
participant are applied to reduce the amount of Northern Illinois Gas'
contributions under the Plan. Forfeitures for 1996 and 1995 totalled
$26,938 and $16,830, respectively.
Suspensions and Withdrawals. The participant may suspend contributions by
written notification filed with the Plan administration committee. The
participant will not cease to be a participant during the suspension period.
The participant may elect, under certain conditions, to withdraw participant
contributions and earnings thereon prior to termination of employment.
Northern Illinois Gas' matching contributions and earnings thereon will not
be distributed until the vested participant's employment has been
terminated.
Plan Termination. Northern Illinois Gas expects to continue the Plan
indefinitely, but reserves the right to amend or discontinue it at any time
subject to the provisions of ERISA. In the event of plan termination,
participants will become fully vested in their account balances.
- 4 -
NI-GAS SAVINGS INVESTMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS (Continued)
ACCOUNTING POLICIES
Investment Balance. The Plan states its investment in the Trust at the
underlying value of the investments of the Trust as follows:
Group annuity contracts are recorded at contract value. Contract value
represents contributions made plus interest at the various contract rates,
less Plan withdrawals and administrative expenses. The aggregate market
value of the group annuity contracts at December 31, 1996 and 1995, is
approximately $139.8 million and $151.6 million, respectively. Estimated
market value is based on a variety of factors, such as contract terms,
interest rate, maturity date and credit worthiness of the issue. For the
year ended December 31, 1996 and 1995, the average yield, which approximated
the crediting interest rate, was approximately 7.3 percent and 7.5 percent,
respectively.
The market value for NICOR Inc. Common Stock is based on the closing price
on the New York Stock Exchange.
The market value of the units of the Collective Investment Index Fund, which
is a commingled fund invested entirely in common stocks representative of
the Standard and Poor's 500 Stock Index (S&P 500), is determined by Harris
Investment Management Inc. based on the underlying value of the investments
in the fund.
The European, Australian and Far Eastern Index Fund (EAFE) is a commingled
investment fund comprised primarily of common stocks of non-North American
companies. Units of the fund are valued monthly on a dollar basis. The
underlying securities of the fund are valued on the basis of local
currencies. The relationship between the dollar and foreign currencies
varies over time. Translating the value of foreign securities from local
currency to the dollar can add to or detract from investment results based
on the currency relationship.
The DFA 6-10 Institutional Portfolio is a registered investment company fund
which invests primarily in a diverse group of common stocks of small
capitalization U.S. companies. The market value of the shares of the
Portfolio is based on the underlying value of the investments of the
Portfolio.
The Equity Index Fund invests entirely in common stocks representative of
the S&P 500. The Broad Market Fixed Income Index Fund invests in bonds
representative of a broad mix of U.S. Treasury, corporate and mortgage
securities having maturities generally between one and 30 years. The
Russell 2500 Index Fund invests in common stocks representative of 2,500
domestic companies that are typically smaller than those found in the
S&P 500. The market value of the units of these funds is determined by
Bankers Trust Company based on the underlying value of the investments in
the funds.
Allocation Provisions. The Trust's net investment gain is allocated monthly
to the Plan based on the beginning ratio of the Plan's investment balance to
total Trust investments.
INCOME TAXES
The Internal Revenue Service has determined and informed Northern Illinois
Gas by a letter dated September 27, 1995, that the Plan is qualified and the
Trust established under the Plan is tax exempt under Section 401(a) of the
Internal Revenue Code (the Code). The Plan's management believes that the
Plan and related Trust continue to be designed and operated in compliance
with the requirements of the Code.
- 5 -
NI-GAS SAVINGS INVESTMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS (Continued)
NET TRANSFER FROM NI-GAS THRIFT PLAN
If an employee transfers between the Plans, their account balance is
transferred into a new account in their current plan. During 1996 and 1995,
a net transfer of $905,371 and $213,299, respectively, was made from the
NI-Gas Thrift Plan to the NI-Gas Savings Investment Plan.
TRUST FINANCIAL INFORMATION
The following schedules present the Trust's net assets as of December 31,
1996 and 1995, the increase in the Trust net assets derived from investment
activities for the years then ended and the Plan's share of each:
Net Assets in Trust
December 31
1996 1995
Assets
Group Annuity Contracts:
New York Life Insurance Company $ 21,197,024 $ 21,774,426
Aetna Life Insurance Company 18,219,879 23,353,589
Continental Assurance Company 14,420,362 20,211,705
Hartford Life Insurance Company 12,540,712 13,162,191
Protective Life Insurance Company 11,201,971 -
SunAmerica Life Insurance Company 11,180,228 -
Allstate Life Insurance Company 10,423,620 10,650,033
Principal Mutual Life Insurance Company 9,430,474 14,316,246
Peoples Security Life Insurance Company 6,516,125 -
Combined Insurance Company of America 6,354,623 6,604,745
Great-West Life & Annuity Insurance
Company 4,600,708 14,058,995
John Hancock Mutual Life Insurance
Company 3,877,426 6,028,578
Prudential Insurance Company
of America 3,830,295 8,369,636
Metropolitan Life Insurance Company 3,808,589 4,185,582
NICOR Inc., Common Stock* 25,273,440 19,973,974
Index Funds:
Collective Investment Index Fund 25,847,948 19,258,892
DFA 6-10 Institutional Portfolio 11,177,015 7,187,805
EAFE Index Fund 9,663,784 8,492,943
Equity Index Fund 5,970,042 4,303,879
Broad Market Fixed Income Index Fund 5,005,547 3,483,219
Russell 2500 Index Fund 615,596 412,768
Other assets 2,244,674 2,442,733
223,400,082 208,271,939
Liabilities
Operating payables 264,439 249,640
Net assets in Trust $223,135,643 $208,022,299
Plan's interest in Trust net assets $118,886,581 $108,226,078
* Denotes Party-in-Interest Investment.
- 6 -
NI-GAS SAVINGS INVESTMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS (Concluded)
TRUST FINANCIAL INFORMATION (Concluded)
Trust Investment Activities
Year Ended December 31
1996 1995
Investment income:
Interest $ 10,253,039 $ 10,648,174
Dividends 952,860 913,174
Net appreciation in market value
of investments 5,926,190 3,412,456
Net investment gain from common/
collective trusts 6,792,574 7,085,347
Net investment gain from a
registered investment company 1,160,926 1,222,312
25,085,589 23,281,463
Administrative expenses (283,470) (302,255)
Increase in Trust net assets
derived from investment activities $ 24,802,119 $ 22,979,208
Net increase in Plan assets from
investment activities $ 12,728,215 $ 12,054,631
RECONCILIATION TO FORM 5500
At December 31, 1996 and 1995, the Plan had $1,618,705 and $1,851,572,
respectively, of pending participant distributions. Pending distributions
are recorded as a liability in the Plan's Form 5500; however, they are not
recognized as liabilities in the accompanying financial statements. These
distributions are reflected in the statement of changes in net assets
available for benefits when actually paid.
- 7 -
NICOR Inc.
Form 10-K/A
Exhibit 99.02
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the NI-Gas Thrift
Plan Committee:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the NI-Gas Thrift Plan as of
December 31, 1996 and 1995, and the related statements of changes in net
assets available for benefits, with fund information, for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits, with fund
information, of the Plan as of December 31, 1996 and 1995 and the changes in
net assets available for benefits, with fund information, for the years then
ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the
statements of net assets available for benefits, with fund information, and
the statements of changes in net assets available for benefits, with fund
information, is presented for additional analysis rather than to present the
net assets available for benefits and changes in net assets available for
benefits of each fund. The fund information has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Chicago, Illinois
June 26, 1997
- 1 -
<TABLE>
NI-Gas Thrift Plan
Statement of Net Assets Available for Benefits, with Fund Information
<CAPTION>
December 31, 1996
NICOR Stated Common StockInternational Balanced Small
Stock Fund Return Fund Index Fund Stock Fund Fund Stock Fund Total
Assets:
Investment in NI-Gas Savings
<S> <C> <C> <C> <C> <C> <C> <C>
Investment and Thrift Trust $ 16,255,106$ 65,457,642 $ 9,999,426$ 3,288,793 $ 4,642,166$ 4,605,929 $104,249,062
Miscellaneous receivable 46,284 122,407 - - - 70,180 238,871
16,301,390 65,580,049 9,999,426 3,288,793 4,642,166 4,676,109 104,487,933
Liabilities:
Miscellaneous payable - - 133,844 13,269 44,275 1,311 192,699
Net Assets Available for Benefits$ 16,301,390$ 65,580,049$ 9,865,582$ 3,275,524 $ 4,597,891$ 4,674,798 $104,295,234
December 31, 1995
NICOR Stated Common StockInternational Balanced Small
Stock Fund Return Fund Index Fund Stock Fund Fund Stock Fund Total
Assets:
Investment in NI-Gas Savings
Investment and Thrift Trust $ 13,608,411$ 70,023,808 $ 7,117,395$ 2,936,537 $ 3,147,933$ 2,962,137 $ 99,796,221
Miscellaneous receivable 31,509 84,104 136,843 94,881 95,732 83,219 526,288
13,639,920 70,107,912 7,254,238 3,031,418 3,243,665 3,045,356 100,322,509
Liabilities:
Miscellaneous payable 393,212 203,201 - - - - 596,413
Net Assets Available for Benefits$ 13,246,708$ 69,904,711$ 7,254,238$ 3,031,418 $ 3,243,665$ 3,045,356 $ 99,726,096
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
- 2 -
<TABLE>
NI-Gas Thrift Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
<CAPTION>
December 31, 1996
NICOR Stated Common Stock International Balanced Small
Stock Fund Return Fund Index Fund Stock Fund Fund Stock Fund Total
Net increase in Plan assets from
investment activities of the
NI-Gas Savings Investment
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
and Thrift Trust $ 4,306,830 $ 4,655,772 $ 1,783,920 $ 193,204 $ 544,253 $ 589,925 $ 12,073,904
Contributions:
Participants 576,713 1,825,685 479,541 267,019 329,517 355,645 3,834,120
Employer 233,246 734,281 178,294 98,493 116,392 127,099 1,487,805
Distributions to participants (1,335,867) (8,755,831) (776,158) (300,054) (449,412) (303,998) (11,921,320)
Transfers (726,240) (2,784,569) 945,747 (14,556) 813,476 860,771 (905,371)
Net increase (decrease) 3,054,682 (4,324,662) 2,611,344 244,106 1,354,226 1,629,442 4,569,138
Net assets available for benefits
at beginning of year 13,246,708 69,904,711 7,254,238 3,031,418 3,243,665 3,045,356 99,726,096
Net assets available for benefits
at end of year $ 16,301,390 $ 65,580,049 $ 9,865,582 $ 3,275,524 $ 4,597,891 $ 4,674,798 $104,295,234
December 31, 1995
NICOR Stated Common Stock International Balanced Small
Stock Fund Return Fund Index Fund Stock Fund Fund Stock Fund Total
Net increase in Plan assets from
investment activities of the
NI-Gas Savings Investment
and Thrift Trust $ 2,926,531 $ 5,028,086 $ 1,694,695 $ 291,416 $ 528,955 $ 454,894 $ 10,924,577
Contributions:
Participants 589,815 2,300,688 306,405 291,783 230,169 197,999 3,916,859
Employer 235,412 905,893 116,594 105,979 82,140 72,787 1,518,805
Distributions to participants (960,910) (5,005,043) (417,126) (94,783) (155,073) (46,522) (6,679,457)
Transfers (533,162) (2,503,952) 1,126,422 (305,098) 840,642 1,161,849 (213,299)
Net increase 2,257,686 725,672 2,826,990 289,297 1,526,833 1,841,007 9,467,485
Net assets available for benefits
at beginning of year 10,989,022 69,179,039 4,427,248 2,742,121 1,716,832 1,204,349 90,258,611
Net assets available for benefits
at end of year $ 13,246,708 $ 69,904,711 $ 7,254,238 $ 3,031,418 $ 3,243,665 $ 3,045,356 $ 99,726,096
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
- 3 -
NI-GAS THRIFT PLAN
NOTES TO THE FINANCIAL STATEMENTS
PLAN INFORMATION
The following description of the NI-Gas Thrift Plan (the Plan) provides only
general information. Participants should refer to the Plan agreement for
more detailed information.
The Plan. The Plan is a defined contribution plan which was established on
January 1, 1978 to provide supplemental retirement security to substantially
all employees of Northern Illinois Gas Company (Northern Illinois Gas)
represented by a collective bargaining agreement. The funds of the Plan are
commingled with the funds of the NI-Gas Savings Investment Plan and held for
safekeeping and investment by the NI-Gas Savings Investment and Thrift Trust
(the Trust). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).
Plan Administration. Authority to control and manage the operation and
administration of the Plan is vested in a committee appointed by the Board
of Directors of Northern Illinois Gas. Under the terms of a trust
agreement, LaSalle National Trust, N.A. acts as trustee for the Trust and
holds the investments of the Plan. Administrative expenses associated with
operation of the Plan are paid from the Plan assets.
Contributions. The participant may elect to make either tax-deferred or
after-tax contributions, or any combination thereof, by payroll deduction,
that are partially matched by Northern Illinois Gas.
Vesting and Forfeitures. The participant's contributions and earnings
thereon are fully vested. Northern Illinois Gas' contributions and earnings
thereon are vested after the participant's completion of five years of
service, the participant's death while employed by Northern Illinois Gas or
retirement.
If the participant's interest in Northern Illinois Gas' contributions and
earnings thereon is not vested, such interest will be forfeited if the
participant's employment with Northern Illinois Gas or an affiliate is
terminated and the participant is not reemployed within five years by
Northern Illinois Gas or an affiliate. Any amounts forfeited by a
participant are applied to reduce the amount of Northern Illinois Gas'
contributions under the Plan. Forfeitures for 1996 and 1995 totaled $7,039
and $3,770, respectively.
Suspensions and Withdrawals. The participant may suspend contributions by
written notification filed with the Plan administration committee. The
participant will not cease to be a participant during the suspension period.
The participant may elect, under certain conditions, to withdraw participant
contributions and earnings thereon prior to termination of employment.
Northern Illinois Gas' matching contributions and earnings thereon will not
be distributed until the vested participant's employment has been
terminated.
Plan Termination. Northern Illinois Gas expects to continue the Plan
indefinitely, but reserves the right to amend or discontinue it at any time
in a manner consistent with any collective bargaining agreement and subject
to the provisions of ERISA. In the event of plan termination, participants
will become fully vested in their account balances.
- 4 -
NI-GAS THRIFT PLAN
NOTES TO THE FINANCIAL STATEMENTS (Continued)
ACCOUNTING POLICIES
Investment Balance. The Plan states its investment in the Trust at the
underlying value of the investments of the Trust as follows:
Group annuity contracts are recorded at contract value. Contract value
represents contributions made plus interest at the various contract rates,
less Plan withdrawals and administrative expenses. The aggregate market
value of the group annuity contracts at December 31, 1996 and 1995, is
approximately $139.8 million and $151.6 million, respectively. Estimated
market value is based on a variety of factors, such as contract terms,
interest rate, maturity date and credit worthiness of the issue. For the
year ended December 31, 1996 and 1995, the average yield, which approximated
the crediting interest rate, was approximately 7.3 percent and 7.5 percent,
respectively.
The market value for NICOR Inc. Common Stock is based on the closing price
on the New York Stock Exchange.
The market value of the units of the Collective Investment Index Fund, which
is a commingled fund invested entirely in common stocks representative of
the Standard and Poor's 500 Stock Index (S&P 500), is determined by Harris
Investment Management Inc. based on the underlying value of the investments
in the fund.
The European, Australian and Far Eastern Index Fund (EAFE) is a commingled
investment fund comprised primarily of common stocks of non-North American
companies. Units of the fund are valued monthly on a dollar basis. The
underlying securities of the fund are valued on the basis of local
currencies. The relationship between the dollar and foreign currencies
varies over time. Translating the value of foreign securities from local
currency to the dollar can add to or detract from investment results based
on the currency relationship.
The DFA 6-10 Institutional Portfolio is a registered investment company fund
which invests primarily in a diverse group of common stocks of small
capitalization U.S. companies. The market value of the shares of the
Portfolio is based on the underlying value of the investments of the
Portfolio.
The Equity Index Fund invests entirely in common stocks representative of
the S&P 500. The Broad Market Fixed Income Index Fund invests in bonds
representative of a broad mix of U.S. Treasury, corporate and mortgage
securities having maturities generally between one and 30 years. The
Russell 2500 Index Fund invests in common stocks representative of 2,500
domestic companies that are typically smaller than those found in the
S&P 500. The market value of the units of these funds is determined by
Bankers Trust Company based on the underlying value of the investments in
the funds.
Allocation Provisions. The Trust's net investment gain is allocated monthly
to the Plan based on the beginning ratio of the Plan's investment balance to
total Trust investments.
INCOME TAXES
The Internal Revenue Service has determined and informed Northern Illinois
Gas by a letter dated September 27, 1995, that the Plan is qualified and the
Trust established under the Plan is tax exempt under Section 401(a) of the
Internal Revenue Code (the Code). The Plan's management believes that the
Plan and related Trust continue to be designed and operated in compliance
with the requirements of the Code.
- 5 -
NI-GAS THRIFT PLAN
NOTES TO THE FINANCIAL STATEMENTS (Continued)
NET TRANSFER TO NI-Gas SAVINGS INVESTMENT PLAN
If an employee transfers between the Plans, their account balance is
transferred into a new account in their current plan. During 1996 and 1995,
a net transfer of $905,371 and $213,299, respectively, was made from the
NI-Gas Thrift Plan to the NI-Gas Savings Investment Plan.
TRUST FINANCIAL INFORMATION
The following schedules present the Trust's net assets as of December 31,
1996 and 1995, the increase in the Trust net assets derived from investment
activities for the years then ended and the Plan's share of each:
Net Assets in Trust
December 31
1996 1995
Assets
Group Annuity Contracts:
New York Life Insurance Company $ 21,197,024 $ 21,774,426
Aetna Life Insurance Company 18,219,879 23,353,589
Continental Assurance Company 14,420,362 20,211,705
Hartford Life Insurance Company 12,540,712 13,162,191
Protective Life Insurance Company 11,201,971 -
SunAmerica Life Insurance Company 11,180,228 -
Allstate Life Insurance Company 10,423,620 10,650,033
Principal Mutual Life Insurance Company 9,430,474 14,316,246
Peoples Security Life Insurance Company 6,516,125 -
Combined Insurance Company of America 6,354,623 6,604,745
Great-West Life & Annuity Insurance
Company 4,600,708 14,058,995
John Hancock Mutual Life Insurance
Company 3,877,426 6,028,578
Prudential Insurance Company
of America 3,830,295 8,369,636
Metropolitan Life Insurance Company 3,808,589 4,185,582
NICOR Inc., Common Stock* 25,273,440 19,973,974
Index Funds:
Collective Investment Index Fund 25,847,948 19,258,892
DFA 6-10 Institutional Portfolio 11,177,015 7,187,805
EAFE Index Fund 9,663,784 8,492,943
Equity Index Fund 5,970,042 4,303,879
Broad Market Fixed Income Index Fund 5,005,547 3,483,219
Russell 2500 Index Fund 615,596 412,768
Other assets 2,244,674 2,442,733
223,400,082 208,271,939
Liabilities
Operating payables 264,439 249,640
Net assets in Trust $223,135,643 $208,022,299
Plan's interest in Trust net assets $104,249,062 $ 99,796,221
* Denotes Party-in-Interest Investment.
- 6 -
NI-GAS THRIFT PLAN
NOTES TO THE FINANCIAL STATEMENTS (Concluded)
TRUST FINANCIAL INFORMATION (Concluded)
Trust Investment Activities
Year Ended December 31
1996 1995
Investment income:
Interest $ 10,253,039 $ 10,648,174
Dividends 952,860 913,174
Net appreciation in market value
of investments 5,926,190 3,412,456
Net investment gain from common/
collective trusts 6,792,574 7,085,347
Net investment gain from a
registered investment company 1,160,926 1,222,312
25,085,589 23,281,463
Administrative expenses (283,470) (302,255)
Increase in Trust net assets
derived from investment activities $ 24,802,119 $ 22,979,208
Net increase in Plan assets from
investment activities $ 12,073,904 $ 10,924,577
RECONCILIATION TO FORM 5500
At December 31, 1996 and 1995, the Plan had $1,143,341 and $1,525,189,
respectively, of pending participant distributions. Pending distributions
are recorded as a liability in the Plan's Form 5500; however, they are not
recognized as liabilities in the accompanying financial statements. These
distributions are reflected in the statement of changes in net assets
available for benefits when actually paid.
- 7 -
