UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
I.R.S.
Employer
Commission Registrant, State of Incorporation, Identification
File Number Address and Telephone Number Number
---------------- ------------------------------------- ---------------
1-7297 Nicor Inc. 36-2855175
(An Illinois Corporation)
1844 Ferry Road
Naperville, Illinois 60563-9600
(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
including Preference Stock purchase rights 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. [ ]
As of February 29, 2000, 46,707,099 common shares were outstanding. The
aggregate market value of voting securities held by non-affiliates of the
registrant was approximately $1.4 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the company's 2000 Annual Meeting Definitive Proxy Statement, dated
March 8, 2000, are incorporated by reference into Part III.
<PAGE>
PURPOSE OF AMENDMENT
This Amendment contains the financial statements of the Nicor Gas Savings
Investment Plan, the Nicor Gas Thrift Plan and the Birdsall, Inc. Retirement
Savings 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.
<PAGE>
Nicor Inc.
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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 23, 2000 By KATHLEEN L. HALLORAN
---------------- -----------------------------------
Kathleen L. Halloran
Executive Vice President
Finance and Administration
and Secretary
Nicor Inc. Page 36
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1) Financial Statements:
See Item 8, Financial Statements and Supplementary Data, on page
19 filed herewith, for a list of financial statements.
2) Financial Statement Schedules:
Schedule
Number Page
-------- ----
Report of Independent Public Accountants 20
II Valuation and Qualifying Accounts 37
Schedules other than those listed are omitted because they are not
applicable.
3) Exhibits Filed:
See Exhibit Index beginning on page 39 filed herewith.
(b) The company did not file a report on Form 8-K during the fourth
quarter of 1999.
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Nicor Inc. Page 39
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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 * Amendment to Articles of Incorporation of the company. (Proxy Statement
dated March 6, 1998, Nicor Inc., Item 2 thereto.)
3.09 * 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, Nicor Gas, Exhibit 4.01.)
4.02 * Indenture of Adoption of Nicor Gas to Continental Illinois National Bank
and Trust Company of Chicago, Trustee, dated February 9, 1954. (File No. 1-7296,
Form 10-K for 1995, Nicor Gas, Exhibit 4.02.)
4.03 * Supplemental Indenture, dated June 1, 1963, of Nicor Gas 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, Nicor Gas, Exhibit
2-8.)
4.04 * Supplemental Indenture, dated May 1, 1966, of Nicor Gas 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, Nicor Gas, Exhibit
2-4.)
<PAGE>
Nicor Inc. Page 40
Exhibit Index (continued)
Exhibit
Number Description of Document
4.05 * Supplemental Indenture, dated June 1, 1971, of Nicor Gas 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, Nicor Gas, Exhibit
2-03.)
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, Nicor Gas,
Exhibit 2-25.)
4.07 * Supplemental Indenture, dated April 30, 1976, of Nicor Gas 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, Nicor Gas, Exhibit
2-21.)
4.08 * Supplemental Indenture, dated August 15, 1991, of Nicor Gas to
Continental Bank, National Association, Trustee, under Indenture dated as of
January 1, 1954. (File No. 1-7296, Form 8-K for August 1991, Nicor Gas, Exhibit
4-01.)
4.09 * Supplemental Indenture, dated October 15, 1995, of Nicor Gas to Bank of
America Illinois, Trustee, under Indenture dated as of January 1, 1954. (File
No. 1-7296, Form 10-Q for September 1995, Nicor Gas, Exhibit 4.01.)
4.10 * Supplemental Indenture, dated May 10, 1996, of Nicor Gas 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, Nicor Gas, Exhibit 4.01.)
4.11 * Supplemental Indenture, dated August 1, 1996, of Nicor Gas 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, Nicor Gas, Exhibit 4.02.)
4.12 * Supplemental Indenture, dated June 1, 1997, of Nicor Gas to Harris Trust
and Savings Bank, Trustee, under Indenture dated as of January 1, 1954. (File
No. 1-7296, Form 10-Q for June 1997, Nicor Gas, Exhibit 4.01.)
4.13 * Shareholder Rights Agreement, dated September 9, 1997, between the
company and Harris Trust and Savings Bank, as Rights Agent. (File No. 1-7297,
Form 8-K for September 1997, Nicor Inc., Exhibit 1.)
4.14 * Supplemental Indenture, dated October 15, 1997, of Nicor Gas to Harris
Trust and Savings Bank, Trustee, under Indenture dated as of January 1, 1954.
(File No. 1-7296, Form 10-Q for September 1997, Nicor Gas, Exhibit 4.01.)
4.15 * Supplemental Indenture, dated February 15, 1998, of Nicor Gas to Harris
Trust and Savings Bank, Trustee, under Indenture dated as of January 1, 1954.
(File No. 1-7296, Form 10-K for 1997, Nicor Gas, Exhibit 4.19.)
<PAGE>
Nicor Inc. Page 41
Exhibit Index (continued)
Exhibit
Number Description of Document
4.16 * Supplemental Indenture, dated June 1, 1998, of Nicor Gas to Harris Trust
and Savings Bank, Trustee, under Indenture dated as of January 1, 1954. (File
No. 1-7296, Form 10-Q for June 1998, Nicor Gas, Exhibit 4.01.)
4.17 * Supplemental Indenture, dated February 1, 1999, of Nicor Gas to Harris
Trust and Savings Bank, Trustee, under Indenture dated as of January 1, 1954.
(File No. 1-7296, Form 10-K for 1998, Nicor Gas, Exhibit 4.19.)
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 * 1984 Nicor Officers' Capital Accumulation Plan Participation Agreement.
(File No. 1-7297, Form 10-K for 1988, Nicor Inc., Exhibit 10-10.)
10.01(a) * 1985 Nicor Officers' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1988, Nicor Inc., Exhibit 10-10(a).)
10.02 * 1984 Nicor Directors' Capital Accumulation Plan Participation Agreement.
(File No. 1-7297, Form 10-K for 1983, Nicor Inc., Exhibit 10-13.)
10.02(a) * 1985 Nicor Directors' Capital Accumulation Plan Participation
Agreement. (File No. 1-7297, Form 10-K for 1984, Nicor Inc., Exhibit 10-13(a).)
10.03 * Directors' Deferred Compensation Plan. (File No. 1-7297, Form 10-K for
1983, Nicor Inc., Exhibit 10-16.)
10.04 * Directors' Pension Plan. (File No. 1-7297, Form 10-K for 1985, Nicor
Inc., Exhibit 10-18.)
10.05 * Flexible Spending Account for Executives. (File No. 1-7297, Form 10-K
for 1986, Nicor Inc., Exhibit 10-20.)
10.06 * Amendment and Restatement of the Nicor Gas Incentive Compensation Plan.
(File No. 1-7297, Form 10-K for 1986, Nicor Inc., Exhibit 10-21.)
10.07 * Nicor Inc. 1989 Long-Term Incentive Plan. (Filed with Nicor Inc. Proxy
Statement, dated April 20, 1989, Exhibit A.)
10.08 * Nicor Gas Supplementary Retirement Plan. (File No. 1-7297, Form 10-K for
1989, Nicor Inc., Exhibit 10-24.)
10.09 * Nicor Gas Supplementary Savings Plan. (File No. 1-7297, Form 10-K for
1989, Nicor Inc., Exhibit 10-25.)
<PAGE>
Nicor Inc. Page 42
Exhibit Index (continued)
Exhibit
Number Description of Document
10.10 * Nicor Salary Deferral Plan. (File No. 1-7297, Form 10-K for 1989, Nicor
Inc., Exhibit 10-29.)
10.11 * Nicor Inc. Stock Deferral Plan. (File No. 1-7297, Form 10-Q for
September 1996, Nicor Inc., Exhibit 10.01.)
10.12 * Amendment to Nicor Inc. Stock Deferral Plan. (File No. 1-7297, Form 10-K
for 1997, Nicor Inc., Exhibit 10.22.)
10.13 * Nicor Inc. 1995 Directors' Stock Plan. (File No. 1-7297, Form 10-Q for
September 1996, Nicor Inc., Exhibit 10.02.)
10.14 * 1995 Long-Term Incentive Program. (File No. 1-7297, Form 10-K for 1994,
Nicor Inc., Exhibit 10.17.)
10.15 * 1997 Long-Term Incentive Program. (File No. 1-7297, Form 10-Q for March
1997, Nicor Inc., Exhibit 10.01.)
10.16 * Nicor Inc. 1997 Long-Term Incentive Plan. (Filed as an appendix to the
Nicor Inc. Proxy Statement, dated March 6, 1997.)
10.17 * 1998 Long-Term Incentive Program. (File No. 1-7297, Form 10-K for 1997,
Nicor Inc., Exhibit 10.25.)
10.18 * 1999 Nicor Incentive Compensation Plan. (File No. 1-7297, Form 10-K for
1998, Nicor Inc., Exhibit 10.24.)
10.19 * 1999 Nicor Gas Incentive Compensation Plan. (File No. 1-7297, Form 10-K
for 1998, Nicor Inc., Exhibit 10.25.)
10.20 * 1999 Long-Term Incentive Program. (File No. 1-7297, Form 10-K for 1998,
Nicor Inc. Exhibit 10.26.)
10.21 2000 Nicor Incentive Compensation Plan.
10.22 2000 Nicor Gas Incentive Compensation Plan.
10.23 2000 Long-Term Incentive Program.
10.24 Security Payment Plan.
10.25 Letter Agreement, executed January 19, 2000, between Mr. Nardi and Nicor
Inc.
<PAGE>
Nicor Inc. Page 43
Exhibit Index (concluded)
Exhibit
Number Description of Document
10.26 Resolutions adopted by the Board of Directors on December 7, 1999 amending
the Nicor Inc. Stock Deferral Plan and amending the definition of change in
control in the Long- Term Incentive Plan, Salary Deferral Plan and the Capital
Accumulation Plan.
10.27 Summary of proposed change in control agreements between Nicor and Mr.
Fisher, Mr. Cali and Ms. Halloran (incorporated by reference to the third
paragraph under "Change in Control Arrangements" of Nicor Inc. Proxy Statement
dated March 8, 2000, Nicor Inc., File No. 1-7297.)
Exhibits 10.01 through 10.27 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. (File No. 69-228, Form U-3A-2 for 1999, Nicor Inc., Item
1.)
23.01 Consent of Independent Public Accountants.
23.02 Consent of Independent Public Accountants--Nicor Gas Savings Investment
Plan, Nicor Gas Thrift Plan and Birdsall, Inc. Retirement Savings Plan.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
99.01 * Form of Letter to Shareholders relating to Shareholder Rights Agreement.
(File No. 1-7297, Form 8-K for September 1997, Nicor Inc., Exhibit 2.)
99.02 Financial Statements of the Nicor Gas Savings Investment Plan for 1999.
99.03 Financial Statements of the Nicor Gas Thrift Plan for 1999.
99.04 Financial Statements of the Birdsall, Inc. Retirement Savings Plan for
1999.
* 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.
