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 (doing business as Nicor Gas) and
Subsidiary
Northern Illinois Gas Company, an Illinois Corporation doing business
as Nicor Gas, 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. Nicor Gas is subject to the comprehensive jurisdiction of
the Illinois Commerce Commission which has authority to regulate
substantially all phases of Nicor Gas' public utility business in
Illinois. NI-Gas Exploration, Inc., an Illinois corporation and a wholly
owned subsidiary of Nicor 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. 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. Tropic Equipment Leasing, Inc. - Delaware
maintains an equity interest in a container leasing company.
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 that
provides turnkey natural gas fuel station services for the natural gas
vehicle market; Nicor Gas Exchange Company, formerly engaged in
providing a real-time information application to a local distribution
company, has disposed of substantially all of its assets; Nicor HUB,
Inc. is a partner in a limited-liability company that promotes,
administers and develops market-area hubs; Nicor Energy Management
Services Company is a partner in a limited-liability company that
provides gas marketing and related services in the midwest; Nicor
Energy Solutions Inc., acts as a general contractor for cogeneration
development projects, providing equipment maintenance services and
guaranteeing improved energy efficiency; and Nicor Voyageur Inc. is a
partner in a limited-liability company engaged in the development of a
natural gas pipeline, Viking Voyageur Gas Transmission, in Minnesota,
Wisconsin and Illinois.
Nicor Oil and Gas Corporation, a Delaware corporation, a holding
company formerly engaged in gas and oil exploration and production, has
disposed of substantially all of its assets.
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 Nicor Gas is wholly within the State of Illinois and
includes approximately 29,000 miles of mains, approximately 26,000
miles of service pipe connecting the mains to customers' premises and
seven underground storage fields. Other properties of Nicor 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 Nicor Gas for calendar year 1997:
a. Mcf of natural gas distributed at
retail (1) 298,395,336
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) 58,600
d. Mcf of natural gas purchased outside
of or at the state line of Illinois (3) 295,270,585
(1) Represents direct sales to residential and commercial consumers
only. Sales to industrial consumers for their own use were
12,864,401 Mcf. In addition, 168,050,776 Mcf and 65,984,107 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 was purchased outside of Illinois, it was
transported to Illinois by nonaffiliated pipelines and virtually
all of the gas was 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 26th day of February, 1998.
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
- 5 -
<TABLE>
Nicor Inc. Exhibit A-1
Consolidating Statement of Income (Unaudited)
For the Year Ended December 31, 1997
(Millions, except per share data)
<CAPTION>
Discontinued
Operations,
Adjustments
Nicor Nicor Birdsall, Other and
Inc. Gas Inc. (a) Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating revenues $ - $1,730.5 $ 213.1 $ 58.7 $ (9.7) $1,992.6
Operating expenses:
Cost of gas - 1,129.0 - 44.9 (9.7) 1,164.2
Operating and maintenance 4.7 150.8 170.3 14.5 - 340.3
Depreciation - 116.6 14.2 .4 - 131.2
Taxes, other than income
taxes - 124.0 3.1 - - 127.1
4.7 1,520.4 187.6 59.8 (9.7) 1,762.8
Operating income (loss) (4.7) 210.1 25.5 (1.1) - 229.8
Other income (expense):
Income from continuing
subsidiaries 123.0 - - - (123.0) -
Interest income 2.2 1.4 1.6 .1 (2.4) 2.9
Other, net 6.7 6.0 .9 (.2) (.1) 13.3
131.9 7.4 2.5 (.1) (125.5) 16.2
Income (loss) before interest
on debt and income taxes 127.2 217.5 28.0 (1.2) (125.5) 246.0
Interest on debt, net of
amounts capitalized 1.6 45.9 1.9 .2 (.5) 49.1
Income (loss) before income taxes 125.6 171.6 26.1 (1.4) (125.0) 196.9
Income taxes (3.5) 64.7 9.2 (.5) (.9) 69.0
Income (loss) from continuing
operations 129.1 106.9 16.9 (.9) (124.1) 127.9
Income (loss) from discontinued
operations, net of income taxes (1.2) - - - 1.2 -
Net income (loss) 127.9 106.9 16.9 (.9) (122.9) 127.9
Dividends on preferred stock .4 .5 - - (.5) .4
Earnings (loss) applicable to
common stock $ 127.5 $ 106.4 $ 16.9 $ (.9) $ (122.4) $ 127.5
Basic earnings per average share
of common stock from:
Continuing Operations $ 2.62
Discontinued Operations -
$ 2.62
Average shares of common stock
outstanding 48.8
Dilutive earnings per average share
of common stock from:
Continuing Operations $ 2.61
Discontinued Operations -
$ 2.61
Average dilutive shares of common
stock 48.9
<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 (Unaudited)
December 31, 1997
(Millions)
Discontinued
<CAPTION>
Operations,
Adjustments
Nicor Nicor Birdsall, Other and
Inc. Gas Inc. (a) Subsidiaries Eliminations Consolidated
ASSETS
Current assets:
<S> <C> <C> <C> <S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ .4 $ - $ 4.3 $ 1.2 $ (.7) $ 5.2
Short-term investments, at cost
which approximates market - - 20.2 - - 20.2
Receivables, less allowances of $8.6 79.0 321.4 28.8 8.4 (83.0) 354.6
Gas in storage, at last-in,
first-out cost - 127.8 - - - 127.8
Other 1.1 22.0 4.0 - (.1) 27.0
80.5 471.2 57.3 9.6 (83.8) 534.8
Investments in continuing
subsidiaries 781.2 - - - (781.2) -
Property, plant and equipment, at cost:
Gas distribution - 3,012.3 - - 14.5 3,026.8
Shipping - - 240.4 - - 240.4
Other - - - .5 - .5
- 3,012.3 240.4 .5 14.5 3,267.7
Less accumulated depreciation - 1,382.3 134.8 .3 14.5 1,531.9
- 1,630.0 105.6 .2 - 1,735.8
Other assets 19.2 88.0 14.9 1.9 - 124.0
$ 880.9 $2,189.2 $ 177.8 $ 11.7 $ (865.0) $2,394.6
LIABILITIES AND CAPITALIZATION
Current liabilities:
Long-term obligations due within
one year $ .4 $ 25.5 $ - $ - $ (.5) $ 25.4
Short-term borrowings 24.5 254.6 - 5.6 (5.8) 278.9
Accounts payable 11.7 214.0 23.3 2.2 (9.3) 241.9
Other 20.0 106.6 (.6) (1.5) (49.1) 75.4
56.6 600.7 22.7 6.3 (64.7) 621.6
Deferred credits and other liabilities:
Deferred income taxes 17.1 184.6 11.1 2.3 (.2) 214.9
Regulatory income tax liability - 81.8 - - (.1) 81.7
Unamortized investment tax
credits - 46.2 - - - 46.2
Other 50.0 64.1 2.4 - 13.1 129.6
67.1 376.7 13.5 2.3 12.8 472.4
Capitalization:
Long-term debt 6.8 520.9 22.5 - - 550.2
Preferred stock
Redeemable 6.3 8.1 - - (8.1) 6.3
Nonredeemable .1 1.4 - - (1.4) .1
Common stock 120.5 76.2 .5 9.4 (86.1) 120.5
Paid-in capital - 107.9 - - (107.9) -
Retained earnings 623.5 497.3 118.6 (6.3) (609.6) 623.5
757.2 1,211.8 141.6 3.1 (813.1) 1,300.6
$ 880.9 $2,189.2 $ 177.8 $ 11.7 $ (865.0) $2,394.6
<F1>
(a) From Birdsall, Inc. Consolidated column on Exhibit A-5.
</TABLE>
<TABLE>
Nicor Inc. Exhibit A-3
Consolidating Statement of Retained Earnings (Unaudited)
For the Year Ended December 31, 1997
(Millions)
<CAPTION>
Discontinued
Operations,
Adjustments
Nicor Nicor Birdsall, Other and
Inc. Gas Inc. (a) Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ 582.1 $ 498.4 $ 108.8 $ (5.4) $ (601.8) $ 582.1
Net income (loss) 127.9 106.9 16.9 (.9) (122.9) 127.9
Dividends on common stock (68.0) (107.5) (7.1) - 114.6 (68.0)
Dividends on preferred stock (.4) (.5) - - .5 (.4)
Reacquired and canceled stock (18.1) - - - - (18.1)
Balance at end of year $ 623.5 $ 497.3 $ 118.6 $ (6.3) $ (609.6) $ 623.5
<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, 1997
(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 $ 49.3 $ 184.6 $ 10.0 $ 50.5 $ (81.3) $ 213.1
Operating expenses
Operating and maintenance 43.0 160.9 4.4 43.4 (81.4) 170.3
Depreciation 3.9 7.9 2.0 .4 14.2
Taxes, other than income
taxes 1.7 1.3 - .1 - 3.1
48.6 170.1 6.4 43.9 (81.4) 187.6
Operating income (loss) .7 14.5 3.6 6.6 .1 25.5
Other income (expense)
Interest income - 1.1 - .6 (.1) 1.6
Other, net 24.0 4.1 .2 1.7 (29.1) .9
24.0 5.2 .2 2.3 (29.2) 2.5
Income (loss) before interest
on debt and income taxes 24.7 19.7 3.8 8.9 (29.1) 28.0
Interest on debt, net of amounts
capitalized 1.7 .7 (.4) - (.1) 1.9
Income (loss) before income
taxes 23.0 19.0 4.2 8.9 (29.0) 26.1
Income taxes 7.4 - - 1.6 .2 9.2
Net income (loss) $ 15.6 $ 19.0 $ 4.2 $ 7.3 $ (29.2) $ 16.9
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-5
Consolidating Balance Sheet (Unaudited)
December 31, 1997
(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> <S> <C> <C> <C> <S> <C> <C>
Cash and cash equivalents $ (.6) $ 4.8 $ - $ .1 $ - $ 4.3
Short-term investments, at cost
which approximates market - 17.0 - 3.2 - 20.2
Receivables,
less allowances of $1.0 .4 25.5 - 2.9 - 28.8
Other 2.4 1.3 - .3 - 4.0
2.2 48.6 6.5 57.3
Investments in subsidiaries 14.2 28.7 - 2.2 (45.1) -
Property, plant and equipment,
at cost 70.0 113.9 47.3 6.2 3.0 240.4
Less accumulated depreciation 43.1 61.6 23.7 3.7 2.7 134.8
26.9 52.3 23.6 2.5 .3 105.6
Other assets 7.2 3.5 6.1 16.5 (18.4) 14.9
$ 50.5 $ 133.1 $ 29.7 $ 27.7 $ (63.2) $ 177.8
LIABILITIES AND CAPITALIZATION
Current liabilities:
Accounts payable $ 8.9 $ 11.7 $ .9 $ 1.8 $ - $ 23.3
Other (.9) .1 - .2 - (.6)
8.0 11.8 .9 2.0 - 22.7
Deferred credits and other
liabilities:
Deferred income taxes 11.1 - - - - 11.1
Other 4.4 12.1 .6 3.8 (18.5) 2.4
15.5 12.1 .6 3.8 (18.5) 13.5
Capitalization:
Long-term debt 22.5 - - - - 22.5
Preferred stock 2.0 - - (2.0) -
Common stock .5 - - 11.3 (11.3) .5
Paid-in capital - 25.2 1.9 (27.1) -
Retained earnings 4.0 107.2 3.0 8.7 (4.3) 118.6
27.0 109.2 28.2 21.9 (44.7) 141.6
$ 50.5 $ 133.1 $ 29.7 $ 27.7 $ (63.2) $ 177.8
</TABLE>
<TABLE>
Birdsall, Inc. Exhibit A-6
Consolidating Statement of Retained Earnings (Unaudited)
For the Year Ended December 31, 1997
(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 $ (4.5) $ 107.4 $ 2.3 $ 7.8 $ (4.2) $ 108.8
Net income (loss) 15.6 19.0 4.2 7.3 (29.2) 16.9
Dividends on common stock (7.1) (19.2) (3.5) (6.4) 29.1 (7.1)
Balance at end of year $ 4.0 $ 107.2 $ 3.0 $ 8.7 $ (4.3) $ 118.6
</TABLE>
Exhibit B
(Unaudited)
Nicor Inc.
Consolidated Financial Data Schedule
For the Year Ended December 31, 1997
(Millions)
1. Total Assets $2,394.6
2. Total Operating Revenues 1,992.6
3. Net Income 127.9
<TABLE> <S> <C>
<ARTICLE> OPUR3
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 2,395
<TOTAL-OPERATING-REVENUES> 1,993
<NET-INCOME> 128
</TABLE>
