NICOR INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-12-16: Form 8-K/A; Period of report 2011-12-09; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2011-12-16: Form 8-K; Period of report 2011-12-09; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2011-12-15: Form 8-K; Period of report 2011-12-09; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2011-12-07: Form 8-K; Period of report 2011-12-07; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2011-12-16 | 8-K/A | 2011-12-09 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On October 31, 2011 and in connection with the Transaction, the Audit Committee of AGL’s board of directors (the “Audit Committee”) authorized the dismissal of Deloitte & Touche LLP (“Deloitte”) as Nicor Inc.’s (the Company) independent public accountants and engagement of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the Company’s independent public accountants, effective as of the effective time of the Subsequent Merger. | form_8-ka.htm |
| 2011-12-16 | 8-K | 2011-12-09 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 On December 9, 2011, Nicor Inc. (the “Company”), previously an Illinois corporation, completed its previously announced merger with Apollo Acquisition Corp. (“Merger Sub”), an Illinois corporation and a wholly owned subsidiary of AGL Resources Inc., a Georgia corporation (“AGL”). 3.01 “CHX”) that each outstanding share of the Company’s common stock (other than Treasury or Parent-Owned Shares, which were cancelled as a result of the Merger) was converted into the right to receive (i) $21.20 in cash, without interest, and (ii) 0.8382 of a share of validly issued, fully paid and nonassessable shares of AGL, and requested that the NYSE and the CHX each file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to delisting of the Company’s common stock. 3.03 The disclosures set forth under Item 2.01 above and Item 5.03 below are incorporated into this Item 3.03 by reference. 4.01 On October 31, 2011 and in connection with the Transaction, the Audit Committee of AGL’s board of directors (the “Audit Committee”) decided to authorize Deloitte & Touche LLP (“Deloitte”) as the Company’s independent public accountants and to engage PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the Company’s independent public accountants, effective as of the effective time of the Subsequent Merger. 5.01 As a result of the Merger, a change of control of the Company occurred and the Company became a direct wholly owned subsidiary of AGL. 5.02 By virtue of the Merger, each of Robert M. Beavers, Jr., Bruce P. Bickner, John H. Birdsall, III, Norman R. Bobins, Brenda J. Gaines, Raymond A. Jean, Dennis J. Keller, R. Eden Martin, Georgia R. Nelson, Armando J. Olivera, John Rau, John C. Staley and Russ M. Strobel, who collectively constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company as of the Effective Time. 5.03 On December 9, 2011, upon completion of the Merger and pursuant to the Merger Agreement, the Articles of Incorporation and Bylaws of Merger Sub became the Articles of Incorporation and Bylaws of Nicor Inc., as the Surviving Corporation. 8.01 On December 9, 2011, AGL issued a press release announcing the completion of the Transaction. | form_8-k.htm |
| 2011-12-15 | 8-K | 2011-12-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 The disclosure set forth under Item 2.03 below is incorporated into this Item 1.01 by reference. 2.03 On December 15, 2011, Northern Illinois Gas Company, an Illinois corporation and wholly owned subsidiary of the Company, doing business as Nicor Gas Company (“Nicor Gas”), entered into a Credit Agreement (the “Credit Agreement”) among Nicor Gas, as borrower, SunTrust Bank, as administrative agent and lender, Wells Fargo Bank, National Association and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-syndication agents and lenders, JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as co-documentation agents and lenders, and the several banks and other financial institutions or entities from time to time parties thereto. | form_8-k.htm |
| 2011-12-07 | 8-K | 2011-12-07 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On December 7, 2011 Nicor Inc. (“Nicor”) sent an updated notice to its directors and executive officers regarding the beginning of a blackout period that is being imposed on the Nicor Companies Savings Investment Plan, the Nicor Gas Thrift Plan and the Birdsall Inc. Retirement Savings Plan (collectively the “401(k) Plans”) pursuant to which participants will be unable to direct or diversify investments, in or out of Nicor common stock held in the 401(k) Plans, (“401(k) Plan blackout period”). | d260485d8k.htm |
| 2011-11-14 | 8-K | 2011-11-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 8, 2011, the Compensation Committee of the Board of Directors of Nicor Inc. (the “Compensation Committee”) approved (i) an amendment to the Nicor Inc. Supplemental Senior Officer Retirement Plan (the “SSOR Plan Amendment”), (ii) an amendment to the Nicor Inc. Stock Deferral Plan (the “Stock Deferral Plan Amendment”) and (iii) amendments to Change in Control Agreements between the Company and its executive officers (the “CIC Amendments”). | nicorincform8-k111011.htm |
| 2011-11-01 | 8-K | 2011-11-01 | 2.02 Results of Operations and Financial Condition | 2.02 On November 1, 2011, Nicor Inc. issued a press release announcing financial results for the quarter ended June 30, 2011 and provided 2011 earnings guidance. | nicorincform8-k110111.htm |
| 2011-10-25 | 8-K | 2011-10-24 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On October 24, 2011 Nicor Inc. (“Nicor”) sent a notice to its directors and executive officers informing them of a black out period that is being imposed on the Nicor Companies Savings Investment Plan, the Nicor Gas Thrift Plan and the Birdsall, Inc. Retirement Savings Plan (collectively the “401(k) Plans”) pursuant to which participants will be unable to direct or diversify investments, in or out of Nicor common stock held in the 401(k) Plans, (“401(k) Plan blackout period”). | nicorincform8-k102411.htm |
| 2011-08-03 | 8-K | 2011-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2011, Nicor Inc. issued a press release announcing financial results for the quarter ended June 30, 2011 and provided 2011 earnings guidance. | nicorincform8-k080311.htm |
| 2011-06-16 | 8-K | 2011-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Nicor Inc. (“Nicor”) held a special shareholder meeting and an annual shareholder meeting on June 14, 2011. | nicorincform8-k061311.htm |
| 2011-06-14 | 8-K | 2011-06-14 | 7.01 Regulation FD Disclosure | 7.01 On June 14, 2011, Nicor Inc. is holding its Annual Meeting of Stockholders. | nicorincform8-k061411.htm |
| 2011-05-27 | 8-K | 2011-05-26 | 8.01 Other Events | 8.01 On May 25, 2011, solely to avoid the costs, risks and uncertainties inherent in litigation, Nicor Inc. (“Nicor”) and the other named defendants signed a memorandum of understanding with the plaintiffs to settle the previously disclosed consolidated shareholder class action lawsuits filed in the Circuit Court of Cook County, Illinois, County Department, Chancery Division and the previously disclosed shareholder class action lawsuit filed in the United States Federal District Court for the Northern District of Illinois, both of which are related to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 6, 2010, by and among AGL Resources Inc. (“AGL Resources”), Apollo Acquisition Corp., Ottawa Acquisition LLC and Nicor. | c64889be8vk.htm |
| 2011-05-04 | 8-K | 2011-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2011, Nicor Inc. issued a press release announcing financial results for the quarter ended March 31, 2011 and provided 2011 earnings guidance. | nicorincform8-k050411.htm |
| 2011-04-19 | 8-K | 2011-04-19 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On April 19, 2011, Northern Illinois Gas Company, the gas distribution subsidiary of Nicor Inc., entered into a syndicated revolving credit facility. | nicorincform8-k041911.htm |
| 2011-03-25 | 8-K | 2011-03-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (i) The Compensation Committee awarded restricted stock units to Russ M. Strobel, Nicor Inc.’s chairman, president and chief executive officer. | nicorincform8-k032511.htm |
| 2011-03-14 | 8-K | 2011-03-14 | 8.01 Other Events | 8.01 The Nicor Inc. Amended and Restated Automatic Dividend Reinvestment and Stock Purchase Plan was amended and restated (the “Second Amended and Restated Plan”) effective as of March 14, 2011 to, among other things, (i) change the plan administrator and (ii) permit plan participants to reinvest all or only a portion of their dividends, and sell all or a portion of their plan shares through the plan administrator. | nicorincform8-k03102011.htm |
| 2011-02-23 | 8-K | 2011-02-23 | 2.02 Results of Operations and Financial Condition | 2.02 On February 23, 2011, Nicor Inc. issued a press release announcing financial results for the year ended December 31, 2010 and provided 2011 earnings guidance. | nicorincform8-k022311.htm |