U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 22715 / June 5, 2013
Securities and Exchange Commission v. Thomas Fisher, et al., Civil Action No. 07-cv-4483 (N.D. Ill.)
Final Judgments Entered Against Former Nicor Senior Officers Kathleen Halloran and George Behrens
The Securities and Exchange Commission ("Commission") today announced the resolution of a district court action filed by the Commission in August 2007 against Kathleen Halloran, the former Chief Financial Officer of Nicor, Inc. ("Nicor"), and George Behrens, the former Treasurer of Nicor. The court entered financial judgments by consent against Halloran and Behrens on May 29, 2013. The court had previously entered a final judgment by consent against another defendant, Thomas Fisher, Nicor's former Chief Executive Officer, in 2010.
Pursuant to their consents, without admitting or denying the allegations in the remaining count of the Commission's complaint against them, Halloran agreed to the entry of a final judgment that orders her to pay disgorgement of $177,064.06, together with prejudgment interest thereon in the amount of $114,011.92, for a total of $291,075.98, and Behrens agreed to the entry of a final judgment that orders him to pay disgorgement of $87,980, together with prejudgment interest thereon in the amount of $64,725.95, for a total of $152,705.95.
The Commission's complaint alleges that from at least 1999 through 2002, the defendants materially overstated Nicor's revenues under the company's performance-based rate ("PBR") program and thereby materially overstated Nicor's financial performance. The defendants are alleged to have misrepresented Nicor's actual performance under the PBR program by, among other things, making or authorizing false and misleading statements about Nicor's performance in multiple filings with the Commission. Based on these allegations, the complaint asserts claims against Halloran and Behrens for violating Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 ("Securities Act").
The Commission initially alleged that Halloran and Behrens also violated Section 17(a)(1) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and aided and abetted Nicor's violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The Commission voluntarily dismissed these charges.