By the Final Order and Judgment, entered on July 13, 2004, U.S. District Judge Charles R. Norgle Sr. approved the settlement and terminated the case. The plaintiff has filed a motion for order for distribution of the settlement funds.
In a company press release dated April 16, 2004, Nicor's board of directors has approved an agreement to settle the securities class action litigation. Under the terms of the agreement, the claims against the company and the company-related defendants will be dismissed without any finding or admission of wrongdoing or liability. The final settlement is contingent on execution of a formal stipulation of settlement and court approval. Under the terms of the agreement, the company will pay $38.5 million to the class. The company continues to pursue coverage from its insurance carriers. The company also indicated that while the settlement will have an adverse impact on its first quarter 2004 financial results, it is not expected to have a material adverse impact on the company's liquidity or financial condition.
The original complaint alleges that during the Class Period defendants overstated Nicor's results of operations. The true facts began to be disclosed on June 13, 2002 when it was reported that the Illinois Commerce Commission and state law enforcement officials were investigating allegations that Nicor boosted profits and overcharged its customers by manipulating its performance-based rate ("PBR") plan. The PBR plan is designed to give the utility competitive incentives to purchase natural gas more cheaply on behalf of ratepayers. The regulatory agency began looking into the matter after the Citizen's Utility Board provided it with an in-depth
memorandum believed to be written by a Nicor whistle-blower. The memo
alleges that the utility shortchanged ratepayers by $133 million over
the last two years. Additional facts were revealed on July 18, 2002,
when Nicor issued a press release in which it admitted "accounting
irregularities" at Nicor Energy L.L.C., a joint venture with Dynegy,
Inc. Disclosure of allegations that Nicor manipulated the PBR plan and
additional allegations of accounting improprieties at its Nicor Energy
joint venture caused Nicor common stock to plummet to a closing price of
$22.75 per share on July 19, 2002 down $26.25 per share or 54% from its
Class Period high price of $49.00 on April 22, 2002.