File No. 69-228
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2
FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935
NICOR Inc.
hereby files with the Securities and Exchange Commission, pursuant to
Rule 2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and submits
the following information:
1.NICOR Inc., an Illinois corporation, is a holding company, whose
subsidiaries are engaged primarily in gas distribution and
containerized shipping. The general office of the company and
subsidiary companies, except as otherwise noted, is located at 1844
Ferry Road, Naperville, Illinois 60563-9600. The following are
subsidiaries of the company, all of which are wholly owned:
Northern Illinois Gas Company and Subsidiary
Northern Illinois Gas Company, an Illinois corporation, is a public
utility, as defined in the Act, and is engaged principally in the
purchase, storage, transportation, distribution and sale of natural gas
to the public in northern Illinois, excluding the city of Chicago. It
serves approximately 1.9 million customers in more than 600 communities
and adjacent areas in 35 counties. Northern Illinois Gas is subject to
the comprehensive jurisdiction of the Illinois Commerce Commission
which has authority to regulate substantially all phases of Northern
Illinois Gas' public utility business in Illinois. NI-Gas Exploration, Inc.,
an Illinois corporation and a wholly owned subsidiary of Northern Illinois
Gas, is a partner in a small oil and gas production project.
Birdsall, Inc. and Subsidiaries
Birdsall, Inc. (Birdsall), a Florida corporation headquartered in
Riviera Beach, Florida, is engaged primarily in the handling and
carriage of containerized cargo. Birdsall's major subsidiary, Tropical
Shipping and Construction Co., Ltd. (Tropical), a Bahamian corporation,
Birdsall, Inc. and Subsidiaries (concluded)
is engaged in containerized liner shipping between the Port of Palm
Beach, Florida and 26 ports in the Caribbean and Central America.
Other wholly owned subsidiaries of Birdsall or Tropical and places of
incorporation are: Birdsall Shipping Co., Ltd. - Liberia; Birdsall
Shipping, S.A. - Panama; Container Terminals, Ltd. - Bahamas; Freship
S.A. - Dominican Republic; Tropical Shipping of Canada Inc. - Delaware;
Transfresca, S.A. - Honduras; Birdsall de Mexico, S.A. - Mexico; Tropical
Shipping, Inc. - Delaware; and Tropical Shipping International, Ltd. -
Bahamas, all of which own vessels, act as shipping agents or operate as
nonvessel operating common carriers. Seven Seas Insurance Company Ltd.
- - Bahamas and Seven Seas Insurance Company, Inc. - Florida insure
marine risk for cargo.
Other Subsidiaries
NICOR Energy Services Company, a Delaware corporation, offers service
contracts on residential heating, air conditioning and water heating
equipment in various communities of northern Illinois.
NICOR Technologies Inc., a Delaware corporation, moves new
technologies, primarily natural gas-related, from concept to
marketplace and offers consulting services to the natural gas industry.
NICOR Energy Ventures Company, a Delaware corporation, serves as a
holding company for several nonutility subsidiaries, all of which are
Delaware corporations: NICOR NGV Corp. is in a partnership which
provides turnkey natural gas fueling station services for the natural
gas vehicle market; NICOR Gas Exchange Company provides real-time
information application to a local distribution company; NICOR Hub Inc.
is a partner in a limited-liability company which promotes,
administers, and develops market-area hubs; NICOR Energy Management
Services Company provides gas marketing and related services to
Northern Illinois Gas transportation customers; and NICOR Energy
Solutions Inc., acts as a general contractor for cogeneration
development projects, providing equipment maintenance services and
guaranteeing improved energy efficiency.
NICOR Oil and Gas Corporation, a Delaware corporation, is a holding
company formerly engaged in gas and oil exploration and production
operations which were sold.
NICOR National Inc., a Delaware corporation, and its two wholly owned
subsidiaries, NICOR National Louisiana Inc. and NICOR National Illinois
Inc., also both Delaware corporations, were formerly engaged in the
shipyard business and have disposed of substantially all of their
assets.
- 2 -
NICOR Mining Inc., a Delaware corporation, formerly engaged in the coal
mining business, has disposed of substantially all of its assets.
2.Gas Distribution Properties. The gas distribution, transmission and
storage system of Northern Illinois Gas is wholly within the State of
Illinois and includes approximately 28,000 miles of mains,
approximately 25,000 miles of service pipe connecting the mains to
customers' premises and seven underground storage fields. Other
properties of Northern Illinois Gas include buildings, land, motor
vehicles, meters, regulators, compressors, construction equipment,
tools and communication, computer and office equipment, as required for
the conduct of its business.
3.The following information relates to Northern Illinois Gas Company for
calendar year 1996:
a. Mcf of natural gas distributed at
retail (1) 314,035,408
b. Mcf of natural gas distributed at
retail outside of Illinois None
c. Mcf of natural gas sold at wholesale
outside of or at the state line of
Illinois (2) 182,395
d. Mcf of natural gas purchased outside
of or at the state line of Illinois (3) 324,678,177
(1)Represents direct sales to residential and commercial consumers
only. Sales to industrial consumers for their own use were
14,925,910 Mcf. In addition, 154,166,948 Mcf and 73,485,907 Mcf
of customer-owned gas were delivered to industrial and commercial
consumers, respectively, through transportation agreements.
(2)Represents transactions with a third party such as a marketer,
broker and/or other reseller of natural gas, undertaken for the
benefit of retail ratepayers. No gas was sold directly to end-
users outside the state of Illinois.
(3)Although this gas is purchased outside of Illinois, it is
transported to Illinois by nonaffiliated pipelines and virtually
all of the gas is delivered inside the State.
4.Not applicable.
- 3 -
Signature
The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 25th day of February, 1997.
NICOR Inc.
By DAVID L. CYRANOSKI
David L. Cyranoski
Senior Vice President,
Secretary and Controller
CORPORATE SEAL
ATTEST:
A. C. ALLISON
A. C. Allison
Assistant Secretary
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:
D. L. Cyranoski
Senior Vice President,
Secretary and Controller
NICOR Inc.
P. O. Box 3014
Naperville, Illinois 60566-7014
- 4 -
Exhibits Index
Exhibit
Number Description
A-1 NICOR Inc. Consolidating Statement of Income
A-2 NICOR Inc. Consolidating Balance Sheet
A-3 NICOR Inc. Consolidating Statement of Retained Earnings
A-4 Birdsall, Inc. Consolidating Statement of Income
A-5 Birdsall, Inc. Consolidating Balance Sheet
A-6 Birdsall, Inc. Consolidating Statement of Retained Earnings
B NICOR Inc. Consolidated Financial Data Schedule
C Not applicable.
- 5 -
<TABLE>
NICOR Inc. Exhibit A-1
Consolidating Statement of Income (Unaudited)
For the Year Ended December 31, 1996
(Millions, except per share data)
<CAPTION>
Discontinued
Northern Operations,
Illinois Consolidated Adjustments
NICOR Gas Birdsall, Other and
Inc. Company Inc. (a)Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $ $1,610.2 $ 195.0 $ 52.7 $ (7.2) $1,850.7
Operating expenses
Cost of gas 1,008.9 43.0 (7.2) 1,044.7
Operating and maintenance 2.7 156.6 156.0 11.4 326.7
Depreciation 111.8 13.4 .1 125.3
Taxes, other than income
taxes 117.4 3.4 .1 120.9
2.7 1,394.7 172.8 54.6 (7.2) 1,617.6
Operating income (loss) (2.7) 215.5 22.2 (1.9) 233.1
Other income (expense)
Income from continuing
subsidiaries 120.3 (120.3)
Interest income 2.0 .1 1.4 .1 (2.0) 1.6
Other, net 2.0 (.5) .4 (.1) .2 2.0
124.3 (.4) 1.8 (122.1) 3.6
Income (loss) before interest
on debt and income taxes 121.6 215.1 24.0 (1.9) (122.1) 236.7
Interest on debt, net of
amounts capitalized 1.9 44.4 1.9 .1 (.5) 47.8
Income (loss) before income
taxes 119.7 170.7 22.1 (2.0) (121.6) 188.9
Income taxes (2.4) 63.6 7.7 (.8) (.4) 67.7
Income (loss) from continuing
operations 122.1 107.1 14.4 (1.2) (121.2) 121.2
Income (loss) from discontinued
operations, net of income taxes 13.8 1.2 15.0
Net income (loss) 135.9 107.1 14.4 (1.2) (120.0) 136.2
Dividends on preferred stock .4 .5 (.5) .4
Earnings (loss) applicable
to common stock $ 135.5 $ 106.6 $ 14.4 $ (1.2) $ (119.5) $ 135.8
Average shares of common stock
outstanding 50.0
Earnings per average share of
common stock from:
Continuing Operations $ 2.42
Discontinued Operations .30
$ 2.72
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-4.
<F2>
Note: Subsidiaries combined under "Other Subsidiaries" in Exhibits A-1 through A-6 aggregate less than 2% of NICOR Inc.
consolidated assets.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-2
Consolidating Balance Sheet Page 1 of 2
December 31, 1996 (Unaudited)
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois Adjustments
NICOR Gas Birdsall, Other and
Inc. Company Inc. (a) Subsidiaries Eliminations Consolidated
ASSETS
Current assets
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 3.4 $ 4.4 $ 12.7 $ 1.4 $ (1.4) $ 20.5
Short-term investments, at cost
which approximates market 12.2 .5 12.7
Receivables,
less allowances of $7.7 79.2 303.6 24.2 20.2 (87.2) 340.0
Gas in storage, at last-in,
first-out cost 118.2 118.2
Deferred gas costs 51.1 51.1
Other .8 28.2 3.7 .1 (1.9) 30.9
83.4 505.5 52.8 22.2 (90.5) 573.4
Investments in continuing
subsidiaries 804.4 (804.4)
Property, plant and equipment,
at cost
Gas distribution 2,942.8 14.5 2,957.3
Shipping 233.9 233.9
Other 1.5 1.5
2,942.8 233.9 1.5 14.5 3,192.7
Less accumulated depreciation 1,280.9 125.1 .3 14.5 1,420.8
1,661.9 108.8 1.2 1,771.9
Other assets (18.0) 77.8 6.0 1.1 26.4 93.3
$ 869.8 $2,245.2 $ 167.6 $ 24.5 $ (868.5) $2,438.6
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-5 page 1 of 2.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-2
Consolidating Balance Sheet Page 2 of 2
December 31, 1996 (Unaudited)
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois Adjustments
NICOR Gas Birdsall, Other and
Inc. Company Inc. (a) Subsidiaries Eliminations Consolidated
LIABILITIES AND CAPITALIZATION
Current liabilities
Long-term obligations due
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
within one year $ $ 25.5 $ $ $ (.5) $ 25.0
Short-term borrowings 19.0 284.2 .1 (11.3) 292.0
Accounts payable 10.8 291.5 22.1 21.7 (12.2) 333.9
Gas refunds due customers 1.3 1.3
Other 17.2 81.3 .3 (51.2) 47.6
47.0 683.8 22.4 21.8 (75.2) 699.8
Deferred credits and other
liabilities
Deferred income taxes 23.6 179.5 8.8 (.3) 211.6
Regulatory income tax
liability 83.8 83.8
Unamortized investment
tax credits 48.4 48.4
Other 62.1 61.8 4.6 11.4 139.9
85.7 373.5 13.4 11.1 483.7
Capitalization
Long-term debt 495.5 22.5 .6 (.6) 518.0
Preferred stock
Redeemable 7.4 8.6 (8.6) 7.4
Nonredeemable .1 1.4 (1.4) .1
Common stock 123.7 76.1 .5 7.5 (84.1) 123.7
Paid-in capital 23.8 107.9 (107.9) 23.8
Retained earnings 582.1 498.4 108.8 (5.4) (601.8) 582.1
737.1 1,187.9 131.8 2.7 (804.4) 1,255.1
$ 869.8 $2,245.2 $ 167.6 $ 24.5 $ (868.5) $2,438.6
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-5 page 2 of 2.
</TABLE>
<TABLE>
NICOR Inc. Exhibit A-3
Consolidating Statement of Retained Earnings (Unaudited)
For the Year Ended December 31, 1996
(Millions)
<CAPTION>
Discontinued
Northern Operations,
Illinois Adjustments
NICOR Gas Birdsall, Other and
Inc. Company Inc. (a) Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ 512.4 $ 516.0 $ 107.2 $ (4.2) $ (619.2) $ 512.2
Net income (loss) 135.9 107.1 14.4 (1.2) (120.0) 136.2
Dividends on common stock (65.8) (124.1) (12.8) 136.8 (65.9)
Dividends on preferred stock (.4) (.6) .6 (.4)
Balance at end of year $ 582.1 $ 498.4 $ 108.8 $ (5.4) $ (601.8) $ 582.1
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-6.
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-4
Consolidating Statement of Income (Unaudited)
For the Year Ended December 31, 1996
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $ 44.5 $ 175.3 $ 10.0 $ 29.8 $ (64.6) $ 195.0
Operating expenses
Operating and maintenance 39.8 151.6 4.2 25.0 (64.6) 156.0
Depreciation 3.4 7.6 2.1 .2 .1 13.4
Taxes, other than income
taxes 2.0 1.2 .2 3.4
45.2 160.4 6.3 25.4 (64.5) 172.8
Operating income (loss) (.7) 14.9 3.7 4.4 (.1) 22.2
Other income (expense)
Interest income .1 .9 .4 1.4
Other, net 21.8 4.7 2.0 (28.1) .4
21.9 5.6 2.4 (28.1) 1.8
Income (loss) before interest
on debt and income taxes 21.2 20.5 3.7 6.8 (28.2) 24.0
Interest on debt, net of
amounts capitalized 1.7 .4 (.2) 1.9
Income (loss) before income
taxes 19.5 20.1 3.9 6.8 (28.2) 22.1
Income taxes 5.8 .3 1.6 7.7
Net income (loss) $ 13.7 $ 19.8 $ 3.9 $ 5.2 $ (28.2) $ 14.4
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-5
Consolidating Balance Sheet Page 1 of 2
December 31, 1996 (Unaudited)
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries Eliminations Consolidated
ASSETS
Current assets
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ .5 $ 11.5 $ $ .7 $ $ 12.7
Short-term investments, at cost
which approximates market 8.5 3.7 12.2
Receivables,
less allowances of $1.3 .5 21.1 2.6 24.2
Other 2.2 1.3 .2 3.7
3.2 42.4 7.2 52.8
Investments in subsidiaries 6.2 28.6 2.3 (37.1)
Property, plant and equipment,
at cost 63.5 113.9 47.3 6.0 3.2 233.9
Less accumulated depreciation 40.1 57.0 21.8 3.3 2.9 125.1
23.4 56.9 25.5 2.7 .3 108.8
Other assets 6.4 4.3 3.4 6.3 (14.4) 6.0
$ 39.2 $ 132.2 $ 28.9 $ 18.5 $ (51.2) $ 167.6
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-5
Consolidating Balance Sheet Page 2 of 2
December 31, 1996 (Unaudited)
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries Eliminations Consolidated
LIABILITIES AND CAPITALIZATION
Current liabilities
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Accounts payable $ 10.0 $ 20.6 $ .6 $ 5.4 $ (14.5) $ 22.1
Other .1 .3 (.1) .3
10.1 20.9 .6 5.4 (14.6) 22.4
Deferred credits and other
liabilities
Deferred income taxes 8.8 8.8
Other 1.8 1.8 .8 .2 4.6
10.6 1.8 .8 .2 13.4
Capitalization
Long-term debt 22.5 22.5
Preferred stock 2.1 (2.1)
Common stock 0.5 3.3 (3.3) .5
Paid-in capital 25.2 1.8 (27.0)
Retained earnings (4.5) 107.4 2.3 7.8 (4.2) 108.8
18.5 109.5 27.5 12.9 (36.6) 131.8
$ 39.2 $ 132.2 $ 28.9 $ 18.5 $ (51.2) $ 167.6
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-6
Consolidating Statement of Retained Earnings (Unaudited)
For the Year Ended December 31, 1996
(Millions)
<CAPTION>
Tropical
Shipping & Birdsall Adjustments
Birdsall, Construction Shipping, Other and
Inc. Company, Ltd. S.A. Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ $ 106.8 $ 2.4 $ 2.1 $ (4.1) $ 107.2
Net income (loss) 13.7 19.8 3.9 5.2 (28.2) 14.4
Dividends on common stock (12.8) (19.2) (4.0) (4.9) 28.1 (12.8)
Adjustment (5.4) 5.4
Balance at end of year $ (4.5) $ 107.4 $ 2.3 $ 7.8 $ (4.2) $ 108.8
</TABLE>
Exhibit B
(Unaudited)
NICOR Inc.
Consolidated Financial Data Schedule
For the Year Ended December 31, 1996
(Millions)
1. Total Assets $2,438.6
2. Total Operating Revenues 1,850.7
3. Net Income 136.2
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 2,439
<TOTAL-OPERATING-REVENUES> 1,851
<NET-INCOME> 136
</TABLE>
