s-3d_pos.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-3 Registration No. 333-157522

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


Nicor Inc.
(predecessor company to Ottawa Acquisition LLC)
(Exact name of registrant as specified in its charter)

Illinois
(State of Incorporation)
36-2863847
(IRS Employer Identification No.)

1844 Ferry Road
Naperville, Illinois 60563-9600
 (Address of principal executive offices)

Paul R. Shlanta
Senior Vice President and Corporate Secretary
Ottawa Acquisition LLC,
as successor company to Nicor Inc.
1844 Ferry Road
Naperville, Illinois 60563-9600
(Name and address of agent for service)

Telephone number, including area code, of agent for service (630) 305-9500

Approximate date of commencement of proposed sale to the public: Not Applicable
_____________________________

 
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  x
 
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.  ¨
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement from the same offering.  ¨
 
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
 
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨
 
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ    Accelerated filer       Non-accelerated filer      Smaller reporting company 

 
 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the registration statement on Form S-3 (File No. 333-157522) previously filed by Nicor Inc., an Illinois corporation and predecessor company to Ottawa Acquisition LLC (“Nicor”), with the Securities and Exchange Commission on February 25, 2009 (the “Registration Statement”), pertaining to the registration of 750,000 shares (the “Shares”) of Nicor common stock, par value $2.50 per share, under the Nicor Inc. Amended and Restated Automatic Dividend Reinvestment and Stock Purchase Plan.

On December 9, 2011, AGL Resources Inc., a Georgia corporation (“AGL”), completed its previously announced merger with Nicor.  Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of December 6, 2010, as amended (the “Merger Agreement”), by and among AGL, Nicor, Apollo Acquisition Corp., an Illinois corporation and a wholly owned subsidiary of AGL (“Merger Sub”) and Ottawa Acquisition LLC, an Illinois limited liability company and a wholly owned subsidiary of AGL (“Merger LLC”), Merger Sub was merged with and into Nicor (the “Merger”), with Nicor as the surviving corporation in the Merger (the “Surviving Corporation”), which Merger was immediately followed by the merger of the Surviving Corporation with and into Merger LLC (the “Subsequent Merger”), with Merger LLC as the surviving entity in the Subsequent Merger.  As a result of the Merger, Nicor became a wholly owned subsidiary of AGL and as a result of the Subsequent Merger, Merger LLC continues to exist as a wholly owned subsidiary of AGL.

Pursuant to the Merger Agreement, Nicor has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement.

In accordance with an undertaking made by Nicor in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, Nicor hereby removes from registration all Shares registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.


 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta and the State of Georgia, on December 27, 2011.


OTTAWA ACQUISITION LLC
as successor company to Nicor Inc.
(Registrant)

/s/John W. Somerhalder II
By:          John W. Somerhalder II
President



Signature
Title
Date
 
 
/s/John W. Somerhalder II
John W. Somerhalder II
 
 
President and Manager
(Principal Executive Officer)
 
 
December 27, 2011
 
 
 
/s/Andrew W. Evans
Andrew W. Evans
 
 
 
Executive Vice President, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
 
 
 
December 27, 2011
 
 
 
/s/Paul R. Shlanta
Paul R. Shlanta
 
 
 
 
Senior Vice President, Corporate Secretary and Manager
 
 
 
 
December 27, 2011