Peoples Gas Light & Coke 10-K/A 2006 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)
R	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended SEPTEMBER 30, 2006
OR
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission	Exact Name of Registrant as Specified in Charter, State of Incorporation,	IRS Employer
File Number	Address of Principal Executive Office and Telephone Number	Identification Number
1-5540	PEOPLES ENERGY CORPORATION	36-2642766
2-26983	THE PEOPLES GAS LIGHT AND COKE COMPANY	36-1613900
2-35965	NORTH SHORE GAS COMPANY	36-1558720
	(an Illinois Corporation)
	130 East Randolph Drive, 24th Floor
	Chicago, Illinois 60601-6207
	Telephone (312) 240-4000

Securities registered pursuant to Section 12(b) of the Act:
	Name of each exchange
Title of Each Class	on which registered
Peoples Energy Corporation	New York Stock Exchange,
Common Stock, without par value	Chicago Stock Exchange,
	and Pacific Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Peoples Energy Corporation	Yes R No £
The Peoples Gas Light and Coke Company	Yes £ No R
North Shore Gas Company	Yes £ No R

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Peoples Energy Corporation	Yes £ No R
The Peoples Gas Light and Coke Company	Yes R No £
North Shore Gas Company	Yes R No £

Indicate by check mark whether the registrants (1) have 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 (or for shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes R No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. R

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Peoples Energy Corporation

Large accelerated filer RAccelerated filer £Non-accelerated filer £

The Peoples Gas Light and Coke Company

Large accelerated filer £Accelerated filer £Non-accelerated filer R

North Shore Gas Company

Large accelerated filer £Accelerated filer £Non-accelerated filer R

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Peoples Energy Corporation	Yes £ No R
The Peoples Gas Light and Coke Company	Yes £ No R
North Shore Gas Company	Yes £ No R

The aggregate market value of the voting stock held by non-affiliates of the registrants as of the last business day of the registrant's most recently completed second fiscal quarter:
Peoples Energy Corporation	Approximately $1.4 billion computed on the basis of the closing market price of $35.64 for a share of Common Stock on March 31, 2006.
The Peoples Gas Light and Coke Company	None.
North Shore Gas Company	None.

Indicate the number of shares outstanding of each of the registrant's classes of Common Stock, as of the latest practicable date (November 30, 2006):
Peoples Energy Corporation	Common Stock, no par value, 38,572,918 shares outstanding
The Peoples Gas Light and Coke Company	Common Stock, no par value, 25,357,566 shares outstanding (all of which are owned beneficially and of record by Peoples Energy Corporation)
North Shore Gas Company	Common Stock, no par value, 3,625,887 shares outstanding (all of which are owned beneficially and of record by Peoples Energy Corporation)

This combined Form 10-K is separately filed by Peoples Energy Corporation, The Peoples Gas Light and Coke Company, and North Shore Gas Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies. The Peoples Gas Light and Coke Company and North Shore Gas Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form 10-K with the reduced disclosure format permitted by General Instruction I(2).

Documents Incorporated by Reference
	Document	Part of Form 10-K
Peoples Energy Corporation	Company's Notice of Annual Meeting and Proxy Statement or an amendment to this Form 10-K/A filed within 120 days of the end of the Company's fiscal year	Part III
The Peoples Gas Light and Coke Company	None
North Shore Gas Company	None

EXPLANATORY NOTE

We are filing this amendment to the combined Annual Report on Form 10-K of Peoples Energy Corporation (the “Company”), The Peoples Gas Light and Coke Company and North Shore Gas Company for the fiscal year ended September 30, 2006, which was filed with the Securities and Exchange Commission on December 14, 2006, to include Exhibits 99.1 and 23(e) within Part IV, Item 15 of the Form 10-K. The Company’s investment in Elwood Energy LLC (“Elwood”) meets certain “significance” tests pursuant to Rule 3-09 of SEC Regulation S-X. Rule 3-09 requires a registrant to file the separate financial statements of such equity method investments; Exhibit 99.1 includes the financial statements of Elwood and related Report of Independent Registered Public Accounting Firm and Exhibit 23(e) includes the consent of the independent registered public accounting firm for Elwood. No other information in our combined Annual Report on Form 10-K for the fiscal year ended September 30, 2006, is hereby amended.

This Amendment No. 1 does not reflect events that have occurred after the original filing of the Form 10-K or update the information set forth in the Form 10-K subsequent to such original filing date. In connection with the filing of this Amendment No. 1, the reporting companies are including as exhibits to this Amendment No. 1 currently dated certifications from the Chief Executive Officer and Chief Financial Officer.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

			Page
(a)	1.	Financial Statements:
		See Part II, Item 8.	*

2.	Financial Statement Schedules:
	Schedule
	Number
	II	Valuation and Qualifying Accounts	*
3.	Exhibits
	See Exhibit Index		5

* Previously filed on December 14, 2006.

3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PEOPLES ENERGY CORPORATION
Date: December 29, 2006	By: /s/ THOMAS A. NARDI
	Thomas A. Nardi
	Executive Vice President, Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE PEOPLES GAS LIGHT AND COKE COMPANY
Date: December 29, 2006	By: /s/ THOMAS A. NARDI
	Thomas A. Nardi
	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NORTH SHORE GAS COMPANY
Date: December 29, 2006	By: /s/ THOMAS A. NARDI
	Thomas A. Nardi
	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)

4

Peoples Energy Corporation and Subsidiary Companies

EXHIBIT INDEX

(a) The exhibits listed below are filed herewith and made a part hereof, and are incorporated herein by reference:

Exhibit Number		Description of Document
10(a)*	Employment and Retention Agreement dated August 31, 2006 between the Company and Thomas M. Patrick.
10(b)*	Seasonal Credit Agreement dated as of October 20, 2006 between the Company and ABN AMRO Bank N.V.
10(c)*	Seasonal Credit Agreement dated as of October 20, 2006 between the Company and Bank of America, N.A.
10(d)*	Seasonal Credit Agreement dated as of October 20, 2006 between the Company and JPMorgan Chase Bank.
10(e)*	Amendment Number One to the Amended and Restated Trust under the Company's Directors Deferred Compensation Plan, Directors Stock and Option Plan, Executive Deferred Compensation Plan and Supplemental Retirement Benefit Plan, dated as of July 24, 2006.
12*	Statement re: Computation of Ratio of Earnings to Fixed charges for the Company, Peoples Gas and North Shore Gas.
21*	Subsidiaries of the Company.
23(a)*	Consent of Deloitte & Touche LLP to incorporate by reference in Registration Statement File Nos. 333-84594, 333-70702, 2-82760, 33-6369, 33-63193, 333-62070, 333-113204, 333-116192, and 333-17701.
23(b)*	Consent of Netherland, Sewell and Associates, Inc. to incorporate by reference in Registration Statement File Nos. 333-84594, 333-70702, 2-82760, 33-6369, 033-63193, 333-62070, 333-113204, 333-116192, and 333-17701.
23(c)*	Consent of Miller and Lents, Ltd. to incorporate by reference in Registration Statement File Nos. 333-84594, 333-70702, 2-82760, 33-6369, 033-63193, 333-62070, 333-113204, 333-116192, and 333-17701.
23(d)*	Prator Bett, L.L.C. consent to incorporate by reference in Registration Statement File Nos. 333-84594, 333-70702, 2-82760, 33-6369, 033-63193, 333-62070, 333-113204, 333-116192, and 333-17701.
23(e)**	Consent of Deloitte & Touche LLP (with respect to Elwood Energy LLC).
31(a)**	Certification of Thomas M. Patrick on behalf of the Company, Peoples Gas and North Shore Gas pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)**	Certification of Thomas A. Nardi on behalf of the Company, Peoples Gas and North Shore Gas pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

5

Peoples Energy Corporation and Subsidiary Companies

EXHIBIT INDEX

Exhibit Number		Description of Document
32(a)**	Certification of Thomas M. Patrick on behalf of the Company, Peoples Gas and North Shore Gas pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)**	Certification of Thomas A. Nardi on behalf of the Company, Peoples Gas and North Shore Gas pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99*	Form 11-K for the Employee Stock Purchase Plan of the Company for the fiscal year ended September 30, 2006.
99.1**	Consolidated Financial Statements of Elwood Energy LLC for the year ended September 30, 2006

* Filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 14, 2006.

** Filed herewith as part of this Form 10-K/A Amendment No. 1.

6

Peoples Energy Corporation and Subsidiary Companies

EXHIBIT INDEX (Continued)

	Exhibit Number		Description of Document
(b)	Exhibits listed below have been filed heretofore with the SEC pursuant to the Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934, as amended, and are incorporated herein by reference. The file number and exhibit number of each such exhibit are stated in the description of such exhibits.
	3(a)	Articles of Incorporation of the Company, as amended on March 3, 1995 (The Company—Form 10-K for the fiscal year ended September 30, 1995, Exhibit 3(b)).
	3(b)	Articles of Incorporation of Peoples Gas, as amended on April 24, 1995 (Peoples Gas—Form 10-K for fiscal year ended 1995, Exhibit 3(b)).
	3(c)	Articles of Incorporation of North Shore Gas, as amended on April 24, 1995 (North Shore Gas—Form 10-K for fiscal year ended 1995, Exhibit 3(b)).
	3(d)	By-Laws of the Company, as amended December 2, 2005 (The Company—Form 10-Q for the quarter ended March 31, 2006, Exhibit 3).
	3(e)	By-Laws of Peoples Gas, as amended August 10, 2004, (Peoples Gas—Form 10-K for the fiscal year ended 2004, Exhibit 3(b)).
	3(f)	By-Laws of North Shore Gas, as amended August 10, 2004, (North Shore Gas—Form 10-K for the fiscal year ended 2004, Exhibit 3(d)).
	4(a)	Indenture dated as of January 18, 2001, from the Company to Bank One Trust Company National Association (The Company—Form 10-Q for the quarter ended March 31, 2001, Exhibit 4(a)).
	4(b)	The Peoples Gas Light and Coke Company First and Refunding Mortgage, dated January 2, 1926, from Chicago By-Product Coke Company to Illinois Merchants Trust Company, Trustee, assumed by The Peoples Gas Light and Coke Company (Peoples Gas) by Indenture dated March 1, 1928 (Peoples Gas—May 17, 1935, Exhibit B-6a, Exhibit B-6b A-2 File No. 2-2151, 1936); Supplemental Indenture dated as of May 20, 1936, (Peoples Gas—Form 8-K for the year 1936, Exhibit B-6f); Supplemental Indenture dated as of March 10, 1950 (Peoples Gas—Form 8-K for the month of March 1950, Exhibit B-6i); Supplemental Indenture dated as of June 1, 1951 (Peoples Gas—File No. 2-8989, Post-Effective, Exhibit 7-4(b)); Supplemental Indenture dated as of August 15, 1967 (Peoples Gas—File No. 2-26983, Post-Effective, Exhibit 2-4); Supplemental Indenture dated as of September 15, 1970 (Peoples Gas—File No. 2-38168, Post-Effective Exhibit 2-2); Supplemental Indenture dated June 1, 1995 (Peoples Gas—Form 10-K for fiscal year ended September 30, 1995); Supplemental Indenture, First and Refunding Mortgage Multi-Modal Bonds, Series HH of Peoples Gas, effective March 1, 2000 (Peoples Gas—Form 10-K for fiscal year ended September 30, 2000, Exhibit 4(b)); Supplemental Indenture dated as of February 1, 2003, First and Refunding Mortgage 5% Bonds, Series KK (The Company and Peoples Gas—Form 10-Q for the quarter ended March 31, 2003, Exhibit 4(a)); Supplemental Indenture dated as of February 1, 2003, First and Refunding Mortgage Multi-Modal Bonds, Series LL (The Company and Peoples Gas—Form 10-Q for the quarter ended March 31, 2003, Exhibit 4(b)); Supplemental Indenture dated as of

7

Peoples Energy Corporation and Subsidiary Companies

EXHIBIT INDEX (Continued)

Exhibit Number			Description of Document
		February 15, 2003, First and Refunding Mortgage 4.00% Bonds, Series MM-1 and Series MM-2 (The Company and Peoples Gas—Form 10-Q for the quarter ended March 31, 2003, Exhibit 4(c)); Supplemental Indenture dated as of April 15, 2003, First and Refunding Mortgage 4.625% Bonds, Series NN-1 and Series NN-2 (The Company and Peoples Gas—Form 10-Q for the quarter ended March 31, 2003, Exhibit 4(e)); Supplemental Indenture dated as of October 1, 2003, First and Refunding Mortgage Bonds, Series OO (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2003, Exhibit 4(a)); Peoples Gas Supplemental Indenture dated as of October 1, 2003, First and Refunding Mortgage Bonds, Series PP (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2003, Exhibit 4(b)); Peoples Gas Supplemental Indenture dated as of November 1, 2003, First and Refunding Mortgage Multi-Modal Bonds, Series QQ (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2003, Exhibit 4(c)); Peoples Gas Supplemental Indenture dated as of January 1, 2005, First and Refunding Mortgage Bonds, Series RR (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2004, Exhibit 4(b)); Loan Agreement between Peoples Gas and Illinois Development Finance Authority dated October 1, 2003, Gas Supply Refunding Revenue Bonds, Series 2003C (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2003, Exhibit 4(d)); Loan Agreement between Peoples Gas and Illinois Development Finance Authority dated October 1, 2003, Gas Supply Refunding Revenue Bonds, Series 2003D (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2003, Exhibit 4(e)); Loan Agreement between Peoples Gas and Illinois Development Finance Authority dated November 1, 2003, Gas Supply Refunding Revenue Bonds, Series 2003E (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2003, Exhibit 4(f)); Loan Agreement between Peoples Gas and Illinois Finance Authority dated as of January 1, 2005 (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2004, Exhibit 4(a)).
	4(c)	North Shore Gas Company (North Shore) Indenture, dated as of April 1, 1955, from North Shore to Continental Bank, National Association, as Trustee; Third Supplemental Indenture, dated as of December 20, 1963 (North Shore—File No. 2-35965, Exhibit 4-1); Fourth Supplemental Indenture, dated as of May 1 1964 (North Shore—File No. 2-35965, Exhibit 4-1); Fifth Supplemental Indenture dated as of February 1, 1970 (North Shore—File No. 2-35965, Exhibit 4-2); Ninth Supplemental Indenture dated as of December 1, 1987 (North Shore—Form 10-K for the fiscal year ended September 30, 1987, Exhibit 4); Thirteenth Supplemental Indenture dated December 1, 1998 (North Shore Gas—Form 10-Q for the quarter ended March 31, 1999, Exhibit 4); Fourteenth Supplemental Indenture dated as of April 15, 2003, First Mortgage 4.625% Bonds, Series N-1 and Series N-2 (The Company and North Shore Gas—Form 10-Q for the quarter ended March 31, 2003, Exhibit 4(g)).
	10(f)	Lease dated October 20, 1993, between Prudential Plaza Associates, as Landlord, and Peoples Gas, as Tenant (Peoples Gas—Form 10-Q for the quarterly period ended December 31, 1993, Exhibit 10); Peoples Gas fourth Amendment to Lease (for headquarters office space) between SIP North Stetson Venture, LLC and Peoples Gas dated August 13, 2003 (Peoples Gas—Form 10-K for fiscal year ended September 30, 2003, Exhibit 10(h)).

8

Peoples Energy Corporation and Subsidiary Companies

EXHIBIT INDEX (Continued)

Exhibit Number		Description of Document
10(g)	Credit Agreement dated as of June 13, 2006, by and among Peoples Gas, the financial institutions party hereto, and Bank of America, N.A., JPMorgan Chase Bank, N.A., ABN AMRO Incorporated, US Bank National Association, and The Bank of Tokyo-Mitsubishi, Ltd. Chicago Branch, as agents (The Company—Form 10-Q for the quarter ended June 30, 2006, Exhibit 10(a).
10(h)	Insurance Agreement between Peoples Gas and Ambac dated as of January 1, 2005 (The Company and Peoples Gas—Form 10-Q for the quarter ended December 31, 2004, Exhibit 10(b)).
10(i)	Employee Stock Purchase Plan, as amended, dated August 6, 1997 (The Company—Form 10-K for the fiscal year ended September 30, 1997, Exhibit 3(d)).
10(j)	Executive Deferred Compensation Plan, amended as of December 4, 2002 (The Company—Form 10-Q for the quarter ended December 31, 2002, Exhibit 10(c)).
10(k)	Directors Stock and Option Plan as amended December 4, 2002 (The Company—Form 10-Q for the quarterly period ended December 31, 2002, Exhibit 10(g)).
10(l)	Amended and Restated Trust under the Company's Directors Deferred Compensation Plan, Directors Stock and Option Plan, Executive Deferred Compensation Plan and Supplemental Retirement Benefit Plan, dated as of August 13, 2003 (The Company—Form 10-K for fiscal year ended September 30, 2003, Exhibit 10(a)).
10(m)	Directors Deferred Compensation Plan, as amended, dated April 7, 2004 (The Company—Form 10-Q for the quarter ended June 30, 2004, Exhibit 10(a)).
10(n)	The Company's 2004 Incentive Compensation Plan, effective February 27, 2004 (The Company—Form 10-Q for the quarter ended March 31, 2004, Exhibit 10(a)).
10(o)	The Company’s Long-Term Incentive Compensation Plan, as amended December 4, 2002 (The Company—Form 10-Q for the quarter ended December 31, 2002, Exhibit 10(d)).
10(p)	Percentage Interest Award granted to Steven W. Nance, dated December 17, 2001 (The Company—Form 10-K for fiscal year ended September 30, 2003, Exhibit 10(b)).
10(q)	Equity Interest Award granted to Steven W. Nance, dated December 17, 2001 (The Company—Form 10-K for fiscal year ended September 30, 2003, Exhibit 10(c)).

9

Peoples Energy Corporation and Subsidiary Companies

EXHIBIT INDEX (Continued)

	Exhibit Number		Description of Document
10(r)		Severance Agreement between the Company and Desiree G. Rogers dated as of April 22, 2005 (The Company—Form 10-Q for the quarter ended June 30, 2005, Exhibit 10(a)); Severance Agreement between the Company and Steven W. Nance dated as of June 2, 2004 (The Company—Form 10-K for fiscal year ended September 30, 2004, Exhibit 10(e)); Severance Agreement between the Company and William E. Morrow dated as of June 2, 2004 (The Company—Form 10-K for fiscal year ended September 30, 2004, Exhibit 10(f)); Severance Agreement between the Company and Thomas A. Nardi dated as of June 2, 2004 (The Company—Form 10-K for fiscal year ended September 30, 2004, Exhibit 10(g)).
10(s)		Retainer Agreement between the Company and Theodore R. Tetzlaff dated as of June 30, 2005 (The Company—Form 10-Q for the quarter ended June 30, 2005, Exhibit 10(b)).
10(t)		Summary Sheet for Officer Perquisites (The Company—Form 10-K for fiscal year ended September 30, 2005, Exhibit 10(b)).
10(u)		Order of the Illinois Commerce Commission in Docket No. 01-0706 for North Shore Gas (the Company (The Company—Form 10-Q for the quarter ended March 31, 2006, Exhibit 10.1).
10(v)		Order of the Illinois Commerce Commission in Docket No. 02-0726 for North Shore Gas (The Company—Form 10-Q for the quarter ended March 31, 2006, Exhibit 10.2).
10(w)		Order of the Illinois Commerce Commission in Docket No. 02-0727 for Peoples Gas (The Company—Form 10-Q for the quarter ended March 31, 2006, Exhibit 10.3).
10(x)		Order of the Illinois Commerce Commission in Docket No. 03-0704 for North Shore Gas (The Company—Form 10-Q for the quarter ended March 31, 2006, Exhibit 10.4).
10(y)		Order of the Illinois Commerce Commission in Docket No. 03-0705 for Peoples Gas (The Company—Form 10-Q for the quarter ended March 31, 2006, Exhibit 10.5).
10(z)		Order of the Illinois Commerce Commission in Docket No. 04-0682 for North Shore Gas (The Company—Form 10-Q for the quarter ended March 31, 2006, Exhibit 10.6).
10(aa)		Order of the Illinois Commerce Commission in Docket No. 04-0683 for Peoples Gas (The Company—Form 10-Q for the quarter ended March 31, 2006, Exhibit 10.7).

10