+ UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2001
or
[ ]Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
Commission file number:
Nicor Inc., 1-7297,
Nicor Companies Savings Investment Plan, 333-74402,
Nicor Companies Thrift Plan, 333-74402,
Birdsall, Inc. Retirement Savings Plan, 333-28579
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
Nicor Companies Savings Investment Plan,
Nicor Companies Thrift Plan, and
Birdsall, Inc. Retirement Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Nicor Inc.
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive office and zip code)
(630) 305-9500
(Registrant's telephone number, including area code)
Table of Contents
Financial Information
Nicor Companies Savings Investment Plan
Cover Page............................................ 1
Independent Auditors' Report.......................... 2
Report of Independent Public Accountants (prior year). 3
Financial Statements.................................. 4
Notes to the Financial Statements..................... 5
Nicor Companies Thrift Plan
Cover Page............................................ 10
Independent Auditors' Report.......................... 11
Report of Independent Public Accountants (prior year). 12
Financial Statements.................................. 13
Notes to the Financial Statements..................... 14
Birdsall, Inc. Retirement Savings Plan
Cover Page............................................ 19
Independent Auditors' Report.......................... 20
Report of Independent Public Accountants (prior year). 21
Financial Statements.................................. 22
Notes to the Financial Statements..................... 24
Schedule of Assets Held for Investment Purposes....... 28
Other Information
Signature............................................. 29
Exhibit Index......................................... 30
NICOR COMPANIES SAVINGS INVESTMENT PLAN
(FORMERLY NICOR GAS SAVINGS INVESTMENT PLAN)
EMPLOYER IDENTIFICATION NO. 36-2863847
PLAN NO. 4
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000
TOGETHER WITH INDEPENDENT AUDITORS' REPORT
1
Independent Auditors' Report
To the Nicor Companies
Savings Investment Plan Committee:
We have audited the accompanying statement of net assets available for benefits
of Nicor Companies Savings Investment Plan (the "Plan") as of December 31, 2001
and the related statement of changes in net assets available for benefits for
the year 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 audit. The financial statements of the Plan
(formerly the Nicor Gas Savings Investment Plan) for the year ended December 31,
2000 were audited by other auditors, whose report, dated June 27, 2001 expressed
an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
In our opinion, such 2001 financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001 and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
June 14, 2002
Chicago, Illinois
2
Note: This Report of Independent Public Accountants is a copy of a previously
issued Report of Arthur Andersen LLP, Independent Public Accountants, and it has
not been reissued by Arthur Andersen LLP. This Report was filed as an exhibit to
the Form 10-K/A (Amendment No.1) of Nicor Inc. for the year ended December 31,
2000, and the consent of Arthur Andersen LLP, dated November 30, 2001, was filed
as an exhibit to the Plan's Registration Statement on Form S-8, filed as of
December 3, 2001, File No. 333-74402, consenting to the incorporation therein of
this Report. The registrant has been unable to obtain a reissued Report of
Arthur Andersen LLP or a currently dated consent to the incorporation of this
previously issued Report of Arthur Andersen LLP into the Registration Statement
on Form S-8 relating to the plan to which this Report relates. While the extent
of any resulting limitations on recovery by investors is unclear, the lack of a
currently dated consent could limit the time within which any such actions by
investors against Arthur Andersen LLP for liabilities arising under Section 11
of the Securities Act of 1933 must be brought.
Report of Independent Public Accountants
To the Nicor Gas Savings Investment
Plan Committee:
We have audited the accompanying statements of net assets available for benefits
of the Nicor Gas Savings Investment Plan (the Plan) as of December 31, 2000 and
1999, and the related statements of changes in net assets available for benefits
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 auditing standards generally accepted
in the United States. 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 of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Chicago, Illinois
June 27, 2001
3
Nicor Companies Savings Investment Plan
(formerly Nicor Gas Savings Investment Plan)
Statements of Net Assets Available for Benefits
December 31
------------------------------
2001 2000
------------- -------------
Assets:
Investment in Master Trust $ 141,143,455 $ 144,122,876
Receivables:
Participant contributions 174,004 160,509
Employer contributions 214,561 88,599
------------- -------------
388,565 249,108
------------- -------------
Net assets available for benefits $ 141,532,020 $ 144,371,984
============= =============
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
-------------------------------
2001 2000
-------------- -------------
Net (decrease) increase in Plan assets
from investment activities of
the Master Trust $ (482,223) $ 4,992,709
Contributions:
Participant 5,051,287 5,142,338
Employer 2,557,081 2,375,630
-------------- -------------
7,608,368 7,517,968
Distributions to participants (10,541,478) (14,695,718)
Transfers, net and other 575,369 120,327
-------------- -------------
Net decrease (2,839,964) (2,064,714)
Net assets available for benefits at
beginning of year 144,371,984 146,436,698
-------------- -------------
Net assets available for benefits at
end of year $ 141,532,020 $ 144,371,984
============== =============
The accompanying notes are an integral part of these statements.
4
Nicor Companies Savings Investment Plan
Notes to the Financial Statements
For the Years Ended December 31, 2001 and 2000
1. DESCRIPTION OF THE PLAN
The following description of the Nicor Companies 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 Nicor Gas Company (the Company), not represented by a collective
bargaining agreement. In 2001 the plan was amended to include employees of
certain affiliated companies. Effective January 1, 2001, the Plan's name was
changed from the Nicor Gas Savings Investment Plan to the Nicor Companies
Savings Investment Plan. Plan investments are commingled with those of the Nicor
Companies Thrift Plan and held for safekeeping and investment by the Nicor Gas
Savings Investment and Thrift Trust (the Master Trust). The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (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 the Company. Beginning on September 1, 2000, the Vanguard Fiduciary
Trust Company acts as trustee for the Master Trust and holds the investments of
the Plan under the terms of a trust agreement. The Vanguard Fiduciary Trust
Company also acts as investment manager for certain assets of the Plan. For the
first eight months of 2000, The Northern Trust Company acted in a similar
capacity for the Master Trust and the investments of the Plan. Administrative
expenses associated with operation of the Plan are paid from Plan assets.
Contributions. The participant may elect to make either tax-deferred or
after-tax contributions, or a combination thereof, by payroll deduction, that
are partially matched by the Company. For employees hired on and after January
1, 1998, the Company makes an additional annual contribution subject to service
requirements. The Plan also accepts rollover contributions representing
distributions from other qualified plans. Participants direct the investment of
their contributions and account balances into various investment options offered
by the Plan.
Investments. The Plan's investment options currently include the
Nicor Stock Fund, the Nicor Stable Value Fund, and 22 mutual
funds.
Participant accounts. Individual accounts are maintained for each Plan
participant. Each participant's account is increased by the participant's
contributions, company contributions and allocated plan investment earnings, and
decreased by withdrawals, allocated plan investment losses and administrative
expenses. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
Participant loans. Participants may borrow from their account the lesser of
$50,000 or 50 percent of their vested account balance. Loans are repaid through
payroll deductions over periods ranging from six months to five years, and are
secured by the balance in the participant's account. The interest rate is based
on the prime rate plus 1 percent and is fixed over the life of the loan.
5
Nicor Companies Savings Investment Plan
Notes to the Financial Statements (continued)
For the Years Ended December 31, 2001 and 2000
Vesting and forfeitures. The participant's contributions and earnings thereon
are immediately vested. Prior to December 31, 2001 the Company's contributions
and earnings thereon were vested after the participant's completion of five
years of service, the participant's death while employed by the Company or
retirement. Beginning January 1, 2002, the Company's contributions and earnings
thereon are vested after the participant's completion of three years of service,
the participant's death while employed by the Company or retirement.
If the participant's interest in the Company's contributions and earnings
thereon is not vested, such interest will be forfeited if the participant's
employment with the Company or an affiliate is terminated and the participant is
not reemployed within five years by the Company or an affiliate. Any amounts
forfeited by a participant are applied to reduce the amount of the Company's
contributions under the Plan. Forfeitures for 2001 and 2000 totaled $148,215 and
$51,603, respectively.
Payment of benefits. On termination of service due to retirement, disability, or
death, a participant may elect to receive either a lump-sum amount equal to the
participant's vested interest in his or her account balance, or annual
installments over a specified period. For termination of service for other
reasons, a participant has the option to receive the value of the vested
interest in his or her account as either a lump sum distribution or they can
defer it to no later than the age of 70-1/2.
Suspensions and withdrawals. The participant may suspend contributions and 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. The
Company's matching contributions and earnings thereon will not be distributed
until the vested participant's attainment of age 59-1/2 or employment has been
terminated.
Plan termination. The Company 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.
2. ACCOUNTING POLICIES
Use of estimates. The preparation of financial statements in accordance with
accounting policies generally accepted in the United States of America requires
management to make estimates that affect the reported amounts. Actual results
could differ from those estimates.
Investment valuation. The Plan states its investment in the Master Trust at the
underlying value of the investments of the Master Trust as follows:
The market value for Nicor Inc. common stock is based on the closing price on
the New York Stock Exchange Composite Tape.
The market value of the units of the common/collective trusts and registered
investment companies are determined based on the underlying market value of the
investments of the funds.
6
Nicor Companies Savings Investment Plan
Notes to the Financial Statements (continued)
For the Years Ended December 31, 2001 and 2000
The Nicor Stable Value Fund is primarily composed of benefit responsive
investment contracts including insurance contracts and investments in certain
registered investment companies and common/collective trusts whose contract
values are guaranteed by bank contracts. These benefit responsive investment
contracts are carried at contract value, which in aggregate approximates their
fair market value. The contract value represents contributions made plus
interest at the various contract rates, less Plan withdrawals and administrative
expenses. The crediting interest rates for the registered investment companies
and common/collective trusts are adjusted quarterly based upon their
performance. The average crediting interest rate for the Nicor Stable Value Fund
was 6.3 percent and 6.6 percent at December 31, 2001 and 2000, respectively. The
average yield for this fund was approximately 6.3 percent and 6.7 percent for
the years ended December 31, 2001 and 2000, respectively. There are no reserves
against contract value for credit risk of the contract issuer or otherwise.
Market risk. The Plan has investments that generally are exposed to various
risks, such as interest rate, credit and overall market volatility risks. Due to
the level of risk associated with certain investment securities, it is
reasonably possible that changes in their values will occur in the near term and
such changes could materially affect the amounts reported in the statements of
net assets available for benefits.
3. NET TRANSFER TO NICOR COMPANIES SAVINGS INVESTMENT PLAN
When the status of a participant changes between union, employees covered by a
collective bargaining agreement, and nonunion, employees not covered by a
collective bargaining agreement, eligibility for participation shifts between
the Nicor Companies Thrift Plan (the "union plan") and this Plan (the "nonunion
plan"). When eligibility changes, the account balance of the participant is
transferred to the corresponding plan. During 2001 and 2000, net transfers of
$575,492 and $227,143, respectively, were made from the Nicor Companies Thrift
Plan to the Nicor Companies Savings Investment Plan.
4. MASTER TRUST FINANCIAL INFORMATION
Use of the Master Trust permits the commingling of the Plan's assets with the
assets of the Nicor Companies Thrift Plan for investments and administrative
purposes. Although assets of both plans are commingled in the Master Trust, the
Trustee maintains supporting records for the purpose of allocating the net gain
or loss of the investment account to the participating plans. The net investment
income of the investment assets is allocated daily by the Trustee to each
participating plan based on the relationship of the interest of each plan to the
total of the interests of the participating plans.
7
Nicor Companies Savings Investment Plan
Notes to the Financial Statements (continued)
For the Years Ended December 31, 2001 and 2000
The following schedules present the Master Trust's net assets as of December 31,
2001 and 2000, the increase in the Master Trust's net assets derived from
investment activities for the years then ended and the Plan's share of each:
Net Assets in Master Trust
December 31
------------------------------
2001 2000
------------- -------------
Assets:
General Investments:
Group annuity contracts $ 87,466,170 $ 96,063,876
Common/collective trusts* 19,767,182 -
Nicor Inc. common stock* 23,130,444 27,797,585
Registered investment companies* 121,619,065 135,135,569
Loans to participants* 4,600,116 4,714,506
------------- -------------
256,582,977 263,711,536
Liabilities:
Operating payables 26,589 31,514
------------- -------------
Net assets in Trust $ 256,556,388 $ 263,680,022
============= =============
Plan's interest in Trust
net assets $ 141,143,455 $ 144,122,876
============= =============
Plan's percentage interest in
Trust net assets 55% 55%
============= =============
* Party-in-interest investments.
8
Nicor Companies Savings Investment Plan
Notes to the Financial Statements (concluded)
For the Years Ended December 31, 2001 and 2000
Master Trust Investment Activities
Year Ended December 31
------------------------------
2001 2000
------------- -------------
Investment income:
Interest $ 6,356,621 $ 7,917,238
Dividends 1,067,477 934,127
Net change in market value of
Nicor Inc. common stock (1,237,633) 7,782,502
Net investment gain from
common/collective trusts 767,182 859,623
Net investment loss from
registered investment companies (6,654,800) (5,599,494)
Demutualization proceeds
and other 154,807 -
------------- -------------
453,654 11,893,996
Administrative expenses (247,141) (273,581)
------------- -------------
Increase in Trust net assets derived
from investment activities $ 206,513 $ 11,620,415
============= =============
Plan's interest in Trust
investment activities $ (482,223) $ 4,992,709
============= =============
5. INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter
dated January 16, 1997, that the Plan and related Trust, as then designed, was
tax exempt under Section 401(a) of the Internal Revenue Code (the Code). The
Plan has been amended since receiving the determination letter; however, the
Plan's management believes that the Plan and related Master Trust continue to be
designed and operated in compliance with the requirements of the Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
9
NICOR COMPANIES THRIFT PLAN
(FORMERLY NICOR GAS THRIFT PLAN)
EMPLOYER IDENTIFICATION NO. 36-2863847
PLAN NO. 8
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000
TOGETHER WITH INDEPENDENT AUDITORS' REPORT
10
Independent Auditors' Report
To the Nicor Companies Thrift
Plan Committee:
We have audited the accompanying statement of net assets available for benefits
of Nicor Companies Thrift Plan (the "Plan") as of December 31, 2001 and the
related statement of changes in net assets available for benefits for the year
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 audit. The financial statements of the Plan (formerly
the Nicor Gas Thrift Plan) for the year ended December 31, 2000 were audited by
other auditors whose report, dated June 27, 2001, expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
In our opinion, such 2001 financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001 and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
June 14, 2002
Chicago, Illinois
11
Note: This Report of Independent Public Accountants is a copy of a previously
issued Report of Arthur Andersen LLP, Independent Public Accountants, and it has
not been reissued by Arthur Andersen LLP. This Report was filed as an exhibit to
the Form 10-K/A (Amendment No.1) of Nicor Inc. for the year ended December 31,
2000, and the consent of Arthur Andersen LLP, dated November 30, 2001, was filed
as an exhibit to the Plan's Registration Statement on Form S-8, filed as of
December 3, 2001, File No. 333-74402, consenting to the incorporation therein of
this Report. The registrant has been unable to obtain a reissued Report of
Arthur Andersen LLP or a currently dated consent to the incorporation of this
previously issued Report of Arthur Andersen LLP into the Registration Statement
on Form S-8 relating to the plan to which this Report relates. While the extent
of any resulting limitations on recovery by investors is unclear, the lack of a
currently dated consent could limit the time within which any such actions by
investors against Arthur Andersen LLP for liabilities arising under Section 11
of the Securities Act of 1933 must be brought.
Report of Independent Public Accountants
To the Nicor Gas Thrift
Plan Committee:
We have audited the accompanying statements of net assets available for benefits
of the Nicor Gas Thrift Plan (the Plan) as of December 31, 2000 and 1999, and
the related statements of changes in net assets available for benefits 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 auditing standards generally accepted
in the United States. 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 of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Chicago, Illinois
June 27, 2001
12
Nicor Companies Thrift Plan
(formerly Nicor Gas Thrift Plan)
Statements of Net Assets Available for Benefits
December 31
------------------------------
2001 2000
------------- -------------
Assets:
Investment in Master Trust $ 115,412,933 $ 119,557,146
Receivables:
Participant contributions 139,086 139,814
Employer contributions 95,810 55,735
------------- -------------
234,896 195,549
------------- -------------
Net assets available for benefits $ 115,647,829 $ 119,752,695
============= =============
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
------------------------------
2001 2000
------------- -------------
Net increase in Plan assets from investment
activities of the Master Trust $ 688,736 $ 6,627,706
Contributions:
Participant 3,695,410 3,724,347
Employer 1,496,667 1,473,921
------------- -------------
5,192,077 5,198,268
Distributions to participants (9,409,455) (11,957,711)
Transfers, net and other (576,224) (264,025)
------------- -------------
Net decrease (4,104,866) (395,762)
Net assets available for benefits at
beginning of year 119,752,695 120,148,457
------------- -------------
Net assets available for benefits at
end of year $ 115,647,829 $ 119,752,695
============= =============
The accompanying notes are an integral part of these statements.
13
Nicor Companies Thrift Plan
Notes to the Financial Statements
For the Years Ended December 31, 2001 and 2000
1. DESCRIPTION OF THE PLAN
The following description of the Nicor Companies 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 July
1, 1973, to provide supplemental retirement security to substantially all
employees of Nicor Gas Company (the Company), represented by a collective
bargaining agreement. Effective January 1, 2001, the Plan's name was changed
from the Nicor Gas Thrift Plan to the Nicor Companies Thrift Plan. Plan
investments are commingled with those of the Nicor Companies Savings Investment
Plan and held for safekeeping and investment by the Nicor Gas Savings Investment
and Thrift Trust (the Master Trust). The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (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 the Company. Beginning on September 1, 2000, the Vanguard Fiduciary
Trust Company acts as trustee for the Master Trust and holds the investments of
the Plan under the terms of a trust agreement. The Vanguard Fiduciary Trust
Company also acts as investment manager for certain assets of the Plan. For the
first eight months of 2000, The Northern Trust Company acted in a similar
capacity for the Master Trust and the investments of the Plan. Administrative
expenses associated with operation of the Plan are paid from Plan assets.
Contributions. The participant may elect to make either tax-deferred or
after-tax contributions, or a combination thereof, by payroll deduction, that
are partially matched by the Company. For employees hired on and after January
1, 1998, the Company makes an additional annual contribution subject to service
requirements. Participants direct the investment of their contributions and
account balances into various investment options offered by the Plan.
Investments. The Plan's investment options currently include the
Nicor Stock Fund, the Nicor Stable Value Fund, and 22 mutual
funds.
Participant accounts. Individual accounts are maintained for each Plan
participant. Each participant's account is increased by the participant's
contributions, company contributions and allocated plan investment earnings, and
decreased by withdrawals, allocated plan investment losses and administrative
expenses. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
Participant loans. Participants may borrow from their account the lesser of
$50,000 or 50 percent of their vested account balance. Loans are repaid through
payroll deductions over periods ranging from six months to five years, and are
secured by the balance in the participant's account. The interest rate is based
on the prime rate plus 1 percent and is fixed over the life of the loan.
14
Nicor Companies Thrift Plan
Notes to the Financial Statements (continued)
For the Years Ended December 31, 2001 and 2000
Vesting and forfeitures. The participant's contributions and earnings thereon
are immediately vested. Prior to December 31, 2001 the Company's contributions
and earnings thereon were vested after the participant's completion of five
years of service, the participant's death while employed by the Company or
retirement. Beginning January 1, 2002, the Company's contributions and earnings
thereon are vested after the participant's completion of three years of service,
the participant's death while employed by the Company or retirement.
If the participant's interest in the Company's contributions and earnings
thereon is not vested, such interest will be forfeited if the participant's
employment with the Company or an affiliate is terminated and the participant is
not reemployed within five years by the Company or an affiliate. Any amounts
forfeited by a participant are applied to reduce the amount of the Company's
contributions under the Plan. Forfeitures for 2001 and 2000 totaled $43,484 and
$10,833, respectively.
Payment of benefits. On termination of service due to retirement, disability, or
death, a participant may elect to receive either a lump-sum amount equal to the
participant's vested interest in his or her account balance, or annual
installments over a specified period. For termination of service for other
reasons, a participant has the option to receive the value of the vested
interest in his or her account as either a lump sum distribution or they can
defer it to no later than the age of 70-1/2.
Suspensions and withdrawals. The participant may suspend contributions and 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. The
Company's matching contributions and earnings thereon will not be distributed
until the vested participant's attainment of age 59-1/2 or employment has been
terminated.
Plan termination. The Company 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.
2. ACCOUNTING POLICIES
Use of estimates. The preparation of financial statements in accordance with
accounting policies generally accepted in the United States of America requires
management to make estimates that affect the reported amounts. Actual results
could differ from those estimates.
Investment valuation. The Plan states its investment in the Master Trust at the
underlying value of the investments of the Master Trust as follows:
The market value of the units of the common/collective trusts and registered
investment companies are determined based on the underlying market value of the
investments of the funds.
The market value for Nicor Inc. common stock is based on the closing price on
the New York Stock Exchange Composite Tape.
15
Nicor Companies Thrift Plan
Notes to the Financial Statements (continued)
For the Years Ended December 31, 2001 and 2000
The Nicor Stable Value Fund is primarily composed of benefit responsive
investment contracts including insurance contracts and investments in certain
registered investment companies and common/collective trusts whose contract
values are guaranteed by bank contracts. These benefit responsive investment
contracts are carried at contract value, which in aggregate approximates their
fair market value. The contract value represents contributions made plus
interest at the various contract rates, less Plan withdrawals and administrative
expenses. The crediting interest rates for the registered investment companies
and common/collective trusts are adjusted quarterly based upon their
performance. The average crediting interest rate for the Nicor Stable Value Fund
was 6.3 percent and 6.6 percent at December 31, 2001 and 2000, respectively. The
average yield for this fund was approximately 6.3 percent and 6.7 percent for
the years ended December 31, 2001 and 2000, respectively. There are no reserves
against contract value for credit risk of the contract issuer or otherwise.
Market risk. The Plan has investments that generally are exposed to various
risks, such as interest rate, credit and overall market volatility risks. Due to
the level of risk associated with certain investment securities, it is
reasonably possible that changes in their values will occur in the near term and
such changes could materially affect the amounts reported in the statements of
net assets available for benefits.
3. NET TRANSFER TO NICOR COMPANIES SAVINGS INVESTMENT PLAN
When the status of a participant changes between union, employees covered by a
collective bargaining agreement, and nonunion, employees not covered by a
collective bargaining agreement, eligibility for participation shifts between
this Plan (the "union plan") and the Nicor Companies Savings Investment Plan
(the "nonunion plan"). When eligibility changes, the account balance of the
participant is transferred to the corresponding plan. During 2001 and 2000, net
transfers of $575,492 and $227,143, respectively, were made from the Nicor
Companies Thrift Plan to the Nicor Companies Savings Investment Plan.
4. MASTER TRUST FINANCIAL INFORMATION
Use of the Master Trust permits the commingling of the Plan's assets with the
assets of the Nicor Companies Savings Investment Plan for investments and
administrative purposes. Although assets of both plans are commingled in the
Master Trust, the Trustee maintains supporting records for the purpose of
allocating the net gain or loss of the investment account to the participating
plans. The net investment income of the investment assets is allocated daily by
the Trustee to each participating plan based on the relationship of the interest
of each plan to the total of the interests of the participating plans.
16
Nicor Companies Thrift Plan
Notes to the Financial Statements (continued)
For the Years Ended December 31, 2001 and 2000
The following schedules present the Master Trust's net assets as of December 31,
2001 and 2000, the increase in the Master Trust's net assets derived from
investment activities for the years then ended and the Plan's share of each:
Net Assets in Master Trust
December 31
------------------------------
2001 2000
------------- -------------
Assets:
General Investments:
Group annuity contracts $ 87,466,170 $ 96,063,876
Common/collective trusts* 19,767,182 -
Nicor Inc. common stock* 23,130,444 27,797,585
Registered investment companies* 121,619,065 135,135,569
Loans to participants* 4,600,116 4,714,506
------------- -------------
256,582,977 263,711,536
Liabilities:
Operating payables 26,589 31,514
------------- -------------
Net assets in Trust $ 256,556,388 $ 263,680,022
============= =============
Plan's interest in Trust
net assets $ 115,412,933 $ 119,557,146
============= =============
Plan's percentage interest in
Trust net assets 45% 45%
============= =============
* Party-in-interest investments.
17
Nicor Companies Thrift Plan
Notes to the Financial Statements (concluded)
For the Years Ended December 31, 2001 and 2000
Master Trust Investment Activities
Year Ended December 31
------------------------------
2001 2000
------------- -------------
Investment income:
Interest $ 6,356,621 $ 7,917,238
Dividends 1,067,477 934,127
Net change in market value of
Nicor Inc. common stock (1,237,633) 7,782,502
Net investment gain
from common/collective trusts 767,182 859,623
Net investment loss from registered
investment companies (6,654,800) (5,599,494)
Demutualization proceeds and other 154,807 -
------------- -------------
453,654 11,893,996
Administrative expenses (247,141) (273,581)
------------- -------------
Increase in Trust net assets derived
from investment activities $ 206,513 $ 11,620,415
============= =============
Plan's interest in Trust
investment activities $ 688,736 $ 6,627,706
============= =============
5. INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter
dated January 16, 1997, that the Plan and related Trust, as then designed, was
tax exempt under Section 401(a) of the Internal Revenue Code (the Code). The
Plan has been amended since receiving the determination letter; however, the
Plan's management believes that the Plan and related Master Trust continue to be
designed and operated in compliance with the requirements of the Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
18
BIRDSALL, INC. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2001 AND 2000
TOGETHER WITH THE REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
19
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Birdsall, Inc. Retirement
Savings Plan Committee:
We have audited the accompanying statement of net assets available for benefits
of the Birdsall, Inc. Retirement Savings Plan (the "Plan") as of December 31,
2001, and the related statement of changes in net assets available for benefits
for the year 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 audit. The financial statements of the Plan
for the year ended December 31, 2000 were audited by other auditors whose
report, dated June 27, 2001, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001, and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2001 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2001 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
June 18, 2002
Fort Lauderdale, Florida
20
Note: This Report of Independent Public Accountants is a copy of a previously
issued Report of Arthur Andersen LLP, Independent Public Accountants, and it has
not been reissued by Arthur Andersen LLP. The consent of Arthur Andersen LLP
dated June 27, 2001, together with this Report, were filed as exhibits to the
Form 10-K/A (Amendment No.1) of Nicor Inc. for the year ended December 31, 2000.
The registrant has been unable to obtain a reissued Report of Arthur Andersen
LLP or a currently dated consent to the incorporation of this previously issued
Report of Arthur Andersen LLP into the Registration Statement on Form S-8
relating to the plan to which this Report relates. While the extent of any
resulting limitations on recovery by investors is unclear, the lack of a
currently dated consent could limit the time within which any such actions by
investors against Arthur Andersen LLP for liabilities arising under Section 11
of the Securities Act of 1933 must be brought.
Report of Independent Certified Public Accountants
To the Birdsall, Inc. Retirement
Savings Plan Committee:
We have audited the accompanying statements of net assets available for benefits
of the Birdsall, Inc. Retirement Savings Plan (the Plan) as of December 31, 2000
and 1999, and the related statement of changes in net assets available for
benefits for the years ended December 31, 2000 and 1999. These financial
statements and the schedule referred to below 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 auditing standards generally accepted
in the United States. 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 of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years ended December 31, 2000 and 1999 in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes as of December 31, 2000 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule 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
West Palm Beach, Florida
June 27, 2001
21
Birdsall, Inc. Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31
------------------------------
2001 2000
------------- -------------
Assets:
Participant - directed investments (Note 3) $ 36,214,251 $ 35,836,926
------------- -------------
Receivables:
Employer contributions 268,447 538,560
Participant contributions 47,537 226,777
------------- -------------
Total receivables 315,984 765,337
------------- -------------
Total assets 36,530,235 36,602,263
------------- -------------
Liabilities:
Operating payables 7,026 -
------------- -------------
Total liabilities 7,026 -
------------- -------------
Net assets available for benefits $ 36,523,209 $ 36,602,263
============= =============
The accompanying notes to the financial statements are an integral part of these
financial statements.
22
Birdsall, Inc. Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
------------------------------
2001 2000
------------- -------------
Additions:
Additions to net assets attributed to:
Investment income (loss):
Dividends $ 105,114 $ 79,400
Interest 717,769 1,286,337
Net appreciation (depreciation) in
fair value of Nicor, Inc. common stock (73,093) 417,923
Net investment gain (loss) from common/
collective trusts 117,927 (1,754,001)
Net investment loss from registered
investment companies (2,214,062) (115,424)
Other 1,452 -
------------- -------------
Investment loss, net (1,344,893) (85,765)
------------- -------------
Contributions:
Participant 2,010,483 2,393,942
Employer 1,176,548 1,475,156
------------- -------------
3,187,031 3,869,098
Other 63,479 -
------------- -------------
Total additions 1,905,617 3,783,333
------------- -------------
Deductions:
Deductions from net assets attributed to:
Distributions to participants 1,855,747 2,511,679
Administrative expenses and other 128,924 74,899
------------- -------------
Total deductions 1,984,671 2,586,578
------------- -------------
Net (decrease) increase (79,054) 1,196,755
Net assets available for benefits at
beginning of year 36,602,263 35,405,508
------------ -------------
Net assets available for benefits at
end of year $ 36,523,209 $ 36,602,263
============ =============
The accompanying notes to the financial statements are an integral part of these
financial statements.
23
Birdsall, Inc. Retirement Savings Plan
Notes to Financial Statements
For the Years ended December 31, 2001 and 2000
1. DESCRIPTION OF THE PLAN
The following description of the Birdsall, Inc. Retirement Savings Plan provides
only general information. Participants should refer to the Plan agreement for
more detailed information.
The Plan. Birdsall, Inc. (the "Company") established the Tropical Shipping
Savings Investment Plan (the "Savings Investment Plan") on September 1, 1983, to
provide its eligible employees with an opportunity to accumulate retirement
savings. Effective January 1, 1990, the Birdsall, Inc. Profit Sharing Plan was
merged into the Savings Investment Plan and re-designated as the Birdsall, Inc.
Retirement Savings Plan (the "Plan"). The funds of the Plan are held for
safekeeping and investment by the Birdsall, Inc. Retirement Savings Plan Trust
(the "Trust"). The Plan is a defined contribution plan and 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 the Company. On December 1, 2000, the Vanguard Group, Inc. began
serving as trustee for the Trust and holds the investments of the Plan under the
terms of a trust agreement. The Vanguard Group, Inc. also acts as investment
manager for certain investments of the Plan. For the first eleven months of
2000, the Northern Trust Company acted in a similar capacity for the Trust and
the investments of the Plan. Administrative expenses associated with the
operation of the Plan are paid from Plan assets.
Contributions. The participants may elect to make, by payroll deduction, either
tax-deferred or after-tax contributions, or any combination thereof that are
partially matched by the Company. The Company also pays an annual discretionary
profit sharing contribution allocated equally to eligible participants which was
$322,119 and $519,318 for the years ended December 31, 2001 and 2000,
respectively. In addition, the Plan accepts certain rollovers. Participants
direct the investment of their contributions and account balances into various
investment options offered by the Plan.
Investments. The Plan's investment options currently include the Nicor Company
Stock Fund, a Stated Return Fund, and approximately 20 mutual funds.
Participant accounts. Individual accounts are maintained for each Plan
participant. Each participant's account is increased by the participant's
contributions, Company contributions and allocated plan earnings, and decreased
by withdrawals, allocated plan investment losses and administrative expenses.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
24
Birdsall, Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
For the Years ended December 31, 2001 and 2000
Participant loans. Participants may borrow from their accounts the lesser of
$50,000 or 50% of their vested account balance. Loans are repayable through
payroll deductions over periods ranging up to 60 months. The interest rate is
determined as the prime rate plus 1 percent and is fixed over the term of the
loan.
Vesting and forfeitures. A participant's contributions and earnings thereon are
immediately vested. The Company's contributions and earnings thereon are vested
after the participant's completion of five years of service, the participant's
death while employed by the Company or retirement. Effective January 1, 2002, a
participant is vested in the Company's contributions and earnings thereon upon
completion of three years of service. If the participant's interest in the
Company's contributions and earnings thereon is not vested, such interest will
be forfeited if the participant's employment with the Company or an affiliate is
terminated and the participant is not reemployed within five years by the
Company or an affiliate. Any amounts forfeited by a participant are applied to
reduce the amount of the Company's contributions under the Plan. At December 31,
2001 and 2000, the Plan's assets included forfeited nonvested accounts totaling
$103,685 and $233,400, respectively, to be used to reduce future employer
contributions.
Payment of benefits. On termination of service due to retirement, disability, or
death, a participant may elect to receive either a lump-sum amount equal to the
participant's vested interest in his or her account balance, or annual
installments over a specified period. For termination of service for other
reasons, a participant receives the value of the vested interest in his or her
account as a lump sum distribution.
Suspensions and withdrawals. A participant may suspend contributions and will
not cease to be a participant during the suspension period.
A participant may elect, under certain conditions, to withdraw participant
contributions and earnings thereon prior to termination of employment. The
Company's matching contributions and earnings thereon will not be distributed
until the vested participant's attainment of age 59-1/2 or employment has been
terminated.
Plan Termination. The Company 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.
2. ACCOUNTING POLICIES
Basis of accounting. The financial statements of the Plan have been prepared on
the accrual basis of accounting.
Use of estimates. The preparation of financial statements in accordance with
accounting policies generally accepted in the United States of America requires
management to make estimates that affect the reported amounts. Actual results
could differ from those estimates.
25
Birdsall, Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
For the Years ended December 31, 2001 and 2000
Investment valuation. The Plan states its investment in the Trust at the
underlying value of the investments of the Trust as follows:
Group annuity contracts are fully benefit responsive and 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 contract value of the group annuity contracts at December 31, 2001
and 2000 approximated fair value. Estimated fair value is based on a variety of
factors, such as contract terms, interest rate, maturity date and credit
worthiness of the issue. For the years ended December 31, 2001 and 2000, the
average yield on the contracts, which equals the average crediting interest rate
was 6.6%. There are no reserves against contract value for credit risk of the
issuers of contracts or otherwise.
The fair value for Nicor, Inc. common stock is based on the closing price on the
New York Stock Exchange Composite Tape.
The fair value of the units of the common/collective trusts and registered
investment companies are determined based on the fair value of the investments
of the funds.
Market risk. The Plan has investments that generally are exposed to various
risks, such as interest rate, credit and overall market volatility risks. Due to
the level of risk associated with certain investment securities, it is
reasonably possible that changes in their values will occur in the near term and
such changes could materially affect the amounts reported in the statements of
net assets available for benefits.
26
Birdsall, Inc. Retirement Savings Plan
Notes to Financial Statements (concluded)
For the Years ended December 31, 2001 and 2000
3. INVESTMENTS
Plan investments as of December 31 are as follows:
2001 2000
------------- -------------
Pacific Life Insurance Company group
annuity contract $ 4,020,167** $ 3,736,028**
Allstate Life Insurance Company group
annuity contract 1,989,031** 1,988,374**
John Hancock Financial Services group
annuity contract 1,024,670 1,888,838**
Other group annuity contracts 2,769,083 3,638,546
Vanguard 500 Index Fund* 11,341,805** 14,071,285**
Vanguard Balanced Index Investment Fund* 4,916,539** 5,327,016**
Other registered investment companies 3,851,343 2,641,524
NICOR Inc. common stock* 2,098,073** 2,106,771**
Vanguard Retirement Savings Trust* 3,188,177** -
Loans to participants* 1,015,363 438,544
------------- -------------
Total $ 36,214,251 $ 35,836,926
============= =============
* Party-in-interest investment
** Indicates an investment that represents 5% or more of the Plan's assets
4. INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter
dated January 23, 1997, that the Plan and related Trust as then designed was tax
exempt under Section 401(a) of the Internal Revenue Code (the "Code"). The Plan
has been amended since receiving the determination letter; however, 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. Therefore, no
provision for income taxes has been included in the Plan's financial statements.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
Pending distributions are recorded as a liability in the Plan's Form 5500;
however, they are not recognized as liabilities for financial statement
purposes. These distributions are reflected in the statement of changes in net
assets available for benefits when actually paid.
27
Birdsall, Inc. Retirement Savings Plan
Form 5500 Schedule H, Part IV, Line 4(i) - Schedule of Assets Held for Investment Purposes
December 31, 2001
Identity of Issue, Borrower
or Similar Party Description of Investment Cost Current Value
---------------------------------- --------------------------------------------- ----------- -------------
John Hancock Financial Services Group annuity contract: maturing May 2002;
6.37% fixed interest rate $ 1,024,670 $ 1,024,670
Aegon Group annuity contract: maturing April 2002;
6.44% fixed interest rate 811,741 811,741
Allstate Life Insurance Company Group annuity contract: maturing March 2003;
6.22% fixed interest rate 1,989,031 1,989,031
Pacific Life Insurance Company Group annuity contract: maturing March 2005;
7.57% fixed interest rate 4,020,167 4,020,167
Travelers Insurance Company Group annuity contract: maturing March 2004;
6.14% fixed interest rate 1,778,983 1,778,983
Aegon Group annuity contract: maturing April 2002;
6.87% fixed interest rate 178,359 178,359
(A) Nicor, Inc. Common stock at $2.50 par value 1,794,790 2,098,073
(A) Participant Notes Receivable Participant loans earning interest from 5.75% - 10.50% 1,015,363 1,015,363
(A) AIM Aggressive Growth Fund Registered investment company 6,390 6,073
(A) American Century Int'l Growth Registered investment company 716,502 511,249
(A) American Century Equity Growth Registered investment company 4,892 4,600
(A) Davis New York Venture Registered investment company 144,724 140,884
(A) Fidelity Blue Chip Growth Fund Registered investment company 66,888 66,143
(A) Invesco Dynamics Fund Registered investment company 98,244 86,377
(A) Janus Fund Registered investment company 215,888 172,097
(A) Liberty Acorn International Registered investment company 9,263 7,800
(A) Liberty Acorn USA Fund Registered investment company 7,556 7,875
(A) Managers Special Equity Registered investment company 1,287,113 1,133,093
(A) Vanguard 500 Index Inv Registered investment company 12,819,432 11,341,805
(A) Vanguard Asset Allocation Fund Registered investment company 15,166 14,298
(A) Vanguard Balanced Ix Inv Registered investment company 5,189,595 4,916,539
(A) Vanguard Devel Markets Index Registered investment company 3,112 2,837
(A) Vanguard GNMA Investors Shares Registered investment company 111,352 111,035
(A) Vanguard Growth Equity Fund Registered investment company 165,061 152,803
(A) Vanguard Growth Index Inv Registered investment company 41,431 44,305
(A) Vanguard LT Treasury Inv Registered investment company 37,047 36,382
(A) Vanguard PRIMECAP Fund Registered investment company 259,526 250,040
(A) Vanguard Total Bond Market Index Registered investment company 632,597 631,375
(A) Vanguard Prime Money Market Fund Registered investment company 472,077 472,077
(A) Vanguard Retirement Savings Trust Common Collective Trust 3,188,177 3,188,177
----------- -------------
Total $38,105,137 $36,214,251
=========== =============
<FN>
(A) Denotes party-in-interest investment.
</FN>
28
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused these reports to be signed on their behalf by the undersigned thereunto
duly authorized.
Nicor Companies Savings Investment Plan,
Nicor Companies Thrift Plan,
and Birdsall, Inc. Retirement Savings Plan
Date June 26, 2002 By /s/ KATHLEEN L. HALLORAN
--------------- -------------------------
Kathleen L. Halloran
Nicor Inc.
Executive Vice President
Finance and Administration
29
Exhibit Index
- -------------
Exhibit
Number Description of Document
- ------- -------------------------------------------------------------
23.01 Independent Auditors' Consent - Nicor Companies Savings
Investment Plan
23.02 Independent Auditors' Consent - Nicor Companies Thrift Plan
23.03 Independent Auditors' Consent - Birdsall, Inc. Retirement
Savings Plan
30