<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1996
REGISTRATION NO. 33-36231
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AGL RESOURCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-2210952
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
----------------
303 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30308
(404) 584-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ATLANTA GAS LIGHT COMPANY
LONG-TERM STOCK INCENTIVE PLAN OF 1990
(FULL TITLE OF THE PLAN)
----------------
ROBERT L. GOOCHER
EXECUTIVE VICE PRESIDENT
AGL RESOURCES INC.
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
(404) 584-4000
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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- - --------------------------------------------------------------------------------
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On March 6, 1996, the stockholders of Atlanta Gas Light Company, a Georgia
corporation ("AGL"), approved the creation and implementation of a holding
company structure for AGL (the "Merger"), pursuant to which on March 6, 1996,
upon the filing of Articles of Merger with the Secretary of State of the State
of Georgia and acceptance by the Secretary of State of such Articles of Merger
(the "Effective Time") each share of AGL common stock then outstanding was
converted into an identical share of the common stock of the holding company,
AGL Resources Inc., a Georgia corporation ("Resources"), AGL became a wholly-
owned subsidiary of Resources, each holder of AGL common stock immediately
before the Effective Time became, immediately after the Effective Time, the
holder of the same number of shares of Resources common stock as such holder
held of AGL common stock immediately before the Effective Time and Resources
became the owner of one hundred percent (100%) of AGL common stock. The
preferred stock of AGL issued and outstanding prior to the Effective Time
remained issued and outstanding after the Effective Time and holders of the
AGL preferred stock were not affected by the transaction. As a result of the
Merger, Resources replaced AGL as the publicly held corporation as of March 6,
1996.
In connection with the creation of the holding company, AGL's obligations
and liabilities under the Atlanta Gas Light Company Long-Term Stock Incentive
Plan of 1990 (the "Plan") remained the obligations and liabilities of AGL.
However, after the Effective Time, shares of Resources common stock will be
issued pursuant to such Plan instead of AGL common stock. The Resources common
stock to be issued pursuant to the Plan has all of the same rights,
characteristics and terms as the AGL common stock. Resources had, immediately
after the Effective Time, the same directors and senior officers and the same
consolidated assets, liabilities and shareholders' equity as AGL had
immediately prior to the Effective Time. The implementation of the holding
company structure did not result in any change in AGL's operation of its
business which involves the distribution and transmission of natural gas
throughout Georgia and, through AGL's wholly-owned subsidiary, Chattanooga Gas
Company ("Chattanooga") (which remained a wholly-owned subsidiary of AGL after
the Effective Time), the Chattanooga, Tennessee area. AGL continues to operate
under the name "Atlanta Gas Light Company" and Chattanooga continues to
operate under the name "Chattanooga Gas Company." Resources common stock is
listed on the New York Stock Exchange and trades under the same symbol ("ATG")
as AGL previously traded. All of AGL's debt obligations outstanding as of the
Effective Time continue to be obligations of AGL after the Effective Time.
Resources expressly adopts AGL's Registration Statement No. 33-36231 on Form
S-8 as Resources own registration statement for all purposes of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
ITEM 8. EXHIBITS
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION STATUS
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<S> <C> <C>
25 Powers of Attorney Filed herewith
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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-8 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-36231 ON FORM S-8 TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF ATLANTA, STATE OF GEORGIA, ON MARCH 6, 1996.
AGL Resources Inc., a Georgia
corporation
/s/ David R. Jones
By: _________________________________
DAVID R. JONES
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-36231 ON FORM
S-8 HAS BEEN SIGNED ON THE 6TH DAY OF MARCH 1996 BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED.
SIGNATURE TITLE
/s/ David R. Jones President and Chief Executive
_____________________________________ Officer (Principal Executive
DAVID R. JONES Officer) and Director
/s/ Robert L. Goocher Chief Accounting and Financial
_____________________________________ Officer, Treasurer (Principal
ROBERT L. GOOCHER Accounting and Financial Officer)
* Director
_____________________________________
FRANK BARRON, JR.
* Director
_____________________________________
W. WALDO BRADLEY
* Director
_____________________________________
OTIS A. BRUMBY, JR.
* Director
_____________________________________
KENNETH D. LEWIS
* Director
_____________________________________
ALBERT G. NORMAN, JR.
* Director
_____________________________________
D. RAYMOND RIDDLE
II-1
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SIGNATURE TITLE
* Director
_____________________________________
DR. BETTY L. SIEGEL
* Director
_____________________________________
BEN J. TARBUTTON, JR.
* Director
_____________________________________
CHARLES MCKENZIE TAYLOR
* Director
_____________________________________
FELKER W. WARD, JR.
/s/ Melanie McGee Platt
* By: ______________________________
MELANIE MCGEE PLATT,
AS ATTORNEY-IN-FACT
II-2
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION STATUS
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<S> <C> <C>
25 Powers of Attorney Filed herewith
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EXHIBIT 25
POWER OF ATTORNEY
Each of the undersigned hereby authorizes each of Albert G. Norman,
Jr., Robert L. Goocher or Melanie McGee Platt as attorneys-in-fact to execute in
the name of the undersigned on his or her behalf, individually and in each
capacity stated below, and to file any and all amendments to Registration
Statement No. 33-36231.
DATED: March 6, 1996
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<CAPTION>
Signature Title and Capacity
--------- ------------------
<S> <C>
/s/ David R. Jones On behalf of the Registrant and President
- - ------------------------------ and Chief Executive Officer (Principal
David R. Jones Executive Officer) and Director
/s/ Robert L. Goocher Chief Accounting and Financial Officer and
- - ------------------------------ Treasurer (Principal Accounting and
Robert L. Goocher Financial Officer)
/s/ Frank Barron, Jr.
- - ------------------------------
Frank Barron, Jr. Director
/s/ W. Waldo Bradley
- - ------------------------------
W. Waldo Bradley Director
/s/ Otis A. Brumby, Jr.
- - ------------------------------
Otis A. Brumby, Jr. Director
/s/ Kenneth D. Lewis
- - ------------------------------
Kenneth D. Lewis Director
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ Albert G. Norman, Jr.
- - ------------------------------
Albert G. Norman, Jr. Director
/s/ D. Raymond Riddle
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D. Raymond Riddle Director
/s/ Dr. Betty L. Siegel
- - ------------------------------
Dr. Betty L. Siegel Director
/s/ Ben J. Tarbutton, Jr.
- - ------------------------------
Ben J. Tarbutton, Jr. Director
/s/ Charles McKenzie Taylor
- - ------------------------------
Charles McKenzie Taylor Director
/s/ Felker W. Ward, Jr.
- - ------------------------------
Felker W. Ward, Jr. Director
</TABLE>
