<PAGE>
As filed with the Securities and Exchange Commission on April 9, 1996
Registration No. 33-52905
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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)
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)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Post-Effective Amendment No. 1 to the
Registration Statement becomes effective.
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, 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, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
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<PAGE>
FIRST APPENDIX TO THE PROSPECTUS
FOR THE
ATLANTA GAS LIGHT COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
On March 6, 1996, the shareholders of Atlanta Gas Light Company, a
Georgia corporation ("AGLC"), approved the creation and implementation of a
holding company structure for AGLC (the "Merger"), pursuant to which on March 6,
1996 (the "Effective Time"), each share of AGLC Common Stock, par value $5 per
share ("AGLC 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"). In addition, AGLC became a wholly-owned subsidiary of
Resources. As a result of the Merger, Resources replaced AGLC as the publicly
held corporation as of the Effective Time.
In connection with the creation of the holding company, AGLC's
obligations and liabilities under the Atlanta Gas Light Company Dividend
Reinvestment and Stock Purchase Plan (the "Plan") remain the obligations and
liabilities of AGLC. AFTER THE EFFECTIVE TIME, HOWEVER, SHARES OF THE COMMON
STOCK, PAR VALUE $5 PER SHARE, OF RESOURCES (THE "RESOURCES COMMON STOCK") WILL
BE ISSUED PURSUANT TO SUCH PLAN INSTEAD OF AGLC COMMON STOCK. Resources Common
Stock is listed on the New York Stock Exchange and trades under the same symbol
("ATG") as AGLC previously traded.
Resources had, immediately after the Effective Time, the same
directors and senior executive officers and the same consolidated assets,
liabilities and shareholders' equity as AGLC had immediately prior to the
Effective Time. The implementation of the holding company structure did not
result in any change in AGLC's operation of its business which involves the
distribution and transmission of natural gas throughout Georgia and, through
AGLC's wholly-owned subsidiary, Chattanooga Gas Company ("Chattanooga") (which
remained a wholly-owned subsidiary of AGLC after the Effective Time), the
Chattanooga, Tennessee area. AGLC continues to operate under the name "Atlanta
Gas Light Company" and Chattanooga continues to operate under the name
"Chattanooga Gas Company."
Resources expressly adopts AGLC's Registration Statement No. 33-52905
on Form S-3, as filed with the Securities and Exchange Commission on March 30,
1994, 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.
The date of this Appendix to the Prospectus is April 9, 1996.
<PAGE>
PROSPECTUS [LOGO OF ATLANTA GAS LIGHT APPEARS HERE]
ATLANTA GAS LIGHT COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
Atlanta Gas Light Company (the "Company") hereby offers to the holders of
shares of its Common Stock, par value $5 per share (the "Common Stock"), the
opportunity to participate in the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Company's Common Stock is traded on the New
York Stock Exchange ("NYSE") under the symbol "ATG." A total of 2,300,000
shares of Common Stock have been registered for sale under the Plan. The Plan
provides a convenient way for shareholders to reinvest their cash dividends and
make optional cash payments to purchase additional shares of Common Stock of
the Company. No brokerage commissions, fees or service charges will be paid by
participants in the Plan in connection with such participant's purchase of
shares under the Plan.
Each participant in the Plan may obtain additional shares of Common Stock by:
1. Reinvesting dividends on all shares of Common Stock held by the
participant;
2. Reinvesting dividends on part of the shares of Common Stock (while
continuing to receive cash dividends on the remainder of the shares);
or
3. Making optional cash payments in any amount from a minimum of $25 up
to a maximum of $5,000 per month, whether or not any of the
participant's dividends are being reinvested.
To enroll in the Plan, a shareholder of record of Common Stock need only
complete the Authorization Form which accompanies this Prospectus and return it
to Wachovia Bank of North Carolina, N.A., the administrator of the Plan. (See
"The Plan--Administration.")
Dividends will be reinvested for participants in the Plan on the date a cash
dividend is paid on the Common Stock. Optional cash payments will be invested
monthly, generally on the first business day of each month. In all cases, the
purchase price will be the last sale price of such shares on the dividend
payment date or the monthly purchase date, whichever is applicable (or the
preceding day on which such last sale price is reported in the event the Common
Stock is not traded on such date), as reported by the New York Stock Exchange
Composite Transactions or by any securities exchange on which the Company's
shares may become listed. On March 29, 1994, the reported last sale price of
the Company's Common Stock was $35 per share. All dividends on shares credited
to a participant's account under the Plan will automatically be applied to the
purchase of additional shares on the relevant dividend payment date.
----------------
RETAIN THIS PROSPECTUS WHICH SETS FORTH
THE TERMS OF THE PLAN AND HOW IT OPERATES.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is March 31, 1994.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED IN THIS PROSPECTUS
IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
SUCH PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
Additional information regarding the Company and the Common Stock to be
offered by the Company is contained in the Registration Statement on Form S-3
and the exhibits thereto (of which this Prospectus forms a part) which the
Company has filed with the Securities and Exchange (the "Commission") under
the Securities Act of 1933, as amended (the "1933 Act"). The Company is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act"), and in accordance therewith files reports,
proxy statements and other information with the Commission. Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at
CitiCorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-
2511 and 13th Floor, 7 World Trade Center, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information also may be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under the
1934 Act (File No. 1-9905) are incorporated in this Prospectus by reference as
of their respective dates of filing and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1993;
(3) The Company's Current Report on Form 8-K dated November 24, 1993; and
(4) The description of the Company's Common Stock as contained in Item 1
of the Company's Registration Statement on Form 8-A (Registration No. 1-
9905) as filed with the Commission on March 28, 1988.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents; provided that all documents so
filed in each year during which the offering made by this Prospectus is in
effect shall not be incorporated herein by reference or be a part hereof from
and after the date of filing of the Company's Annual Report on Form 10-K for
such year. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded,
2
<PAGE>
for purposes of this Prospectus, to the extent that a statement contained
herein or in any subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE INFORMATION INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH INFORMATION UNLESS THEY ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH INFORMATION. REQUEST FOR SUCH
COPIES SHOULD BE DIRECTED TO:
OFFICE OF CORPORATE SECRETARY, ATLANTA GAS LIGHT COMPANY
P.O. BOX 4569, ATLANTA, GEORGIA 30302, (404) 584-3794
THE COMPANY
Atlanta Gas Light Company is a natural gas distribution utility company which
for the twelve months ended December 31, 1993 served an average of
approximately 1,244,300 customers in central, northwest, northeast and
southeast Georgia. The Company distributes approximately 70% of the natural gas
consumed in the State of Georgia. The principal service areas in Georgia are
metropolitan Atlanta and the Athens, Augusta, Brunswick, Macon, Rome, Savannah
and Valdosta areas. Through a wholly-owned subsidiary, the Company served, for
the twelve months ended December 31, 1993, an average of approximately 44,700
additional customers in the Chattanooga, Tennessee area. All of the Company's
service area is certificated by the Georgia Public Service Commission or the
Tennessee Public Service Commission. The Company also has ten retail propane
operations serving more than 14,000 propane customers.
Based on twelve month average calculations, during fiscal 1991, 1992 and 1993
the Company added 25,400, 29,900, and 32,500 customers, respectively,
representing an average annual increase of 2.4%. During the twelve month period
ended December 31, 1993, the Company added an average of 32,600 customers,
representing an increase of 2.6% over the same period for 1992. Most of the new
customers were in the residential and small commercial service categories. The
composition of operating revenues for the twelve months ended December 31, 1993
was 59% residential, 24% commercial, 13% industrial, 3% transportation and 1%
other.
In addition to its predominant business of gas distribution, the Company
sells and installs gas appliances and performs certain appliance service work.
The Company also has interests in gas production, real estate development and
natural gas vehicle conversions.
The Company's historic maximum daily sendout was 1.951 billion cubic feet
(Bcf), which occurred on January 18, 1994. The mean temperature in the
metropolitan Atlanta area that day was 23(degrees) F. The Company's business is
highly seasonal in nature and heavily dependent on weather, resulting from the
substantial use of gas for heating purposes.
The Company, whose principal office is located at One Peachtree Center, 303
Peachtree Street, N.E., Atlanta, Georgia 30308 (telephone number (404) 584-
4000), was incorporated on February 16, 1856 by a Special Act of the Georgia
General Assembly to engage in the gas utility business. Since its
incorporation, the Company has been continuously so engaged except for a period
(1864-1866) during and after The War Between the States when the Company's
plant was destroyed.
3
<PAGE>
THE PLAN
The following questions and answers constitute the Atlanta Gas Light Company
Dividend Reinvestment and Stock Purchase Plan.
PURPOSE
1. What is the purpose of the Plan?
--------------------------------
The purpose of the Plan is to provide holders of record of shares of Common
Stock of the Company with a simple and convenient method of investing their
cash dividends and/or optional cash payments to purchase additional shares of
Common Stock at the current market value, without payment of any brokerage
commission or service charge.
ADVANTAGES
2. What are the options available to shareholders?
-----------------------------------------------
A participant in the Plan may (a) have cash dividends on all of such
participant's shares of Common Stock automatically reinvested, or (b) have cash
dividends on a portion of such participant's shares of Common Stock
automatically reinvested, or (c) regardless of whether or not any such
dividends automatically are being reinvested, invest in additional shares of
Common Stock by making optional cash purchases in any amount from a minimum of
$25 up to a maximum of $5,000 per month.
3. What are the advantages of the Plan?
------------------------------------
No commission or service charge is paid by a participant in connection with
purchases under the Plan. Full investment of funds is possible under the Plan
because the Plan permits fractions of shares, as well as whole shares, to be
reinvested in additional shares of Common Stock with such shares credited to a
participant's account to four (4) decimal places. Regular statements of account
provide simplified record keeping. In addition, the free custodial services
provided in connection with the Plan serve to protect against loss, theft or
destruction of certificates.
ADMINISTRATION
4. Who administers the Plan for participants?
------------------------------------------
Wachovia Bank of North Carolina, N.A. (the "Bank") acts as designated agent
for each participant and has been designated by the Company as its agent to
administer the Plan for participants, maintain records, send regular statements
of account to participants and perform other duties relating to the Plan.
Shares of Common Stock purchased under the Plan will be held for safekeeping by
the Bank for participants and will be registered in the name of the Bank or its
nominee as the participant's agent, until such time as the participant
terminates participation in the Plan (see Question 20, "How does a participant
terminate participation in the Plan?") or the Bank receives a participant's
written request for a certificate for all or part of the participant's shares
(see Question 18, "Will certificates be issued for shares of Common Stock
purchased under the Plan?"). The Bank also serves as Transfer Agent for the
Common Stock.
All communications regarding the Plan should be directed to the Bank as
follows:
Wachovia Bank of North Carolina, N.A.
Corporate Trust Department
Dividend Reinvestment Section
P.O. Box 3001
Winston-Salem, North Carolina 27102
(800) 633-4236
4
<PAGE>
PARTICIPATION
5. Who is eligible to participate?
-------------------------------
All holders of record of shares of Common Stock are eligible to participate
in the Plan. In order to be eligible to participate, beneficial owners of
shares of Common Stock of the Company whose shares are registered in names
other than their own (for example, shares registered in the name of a broker or
bank nominee) must either arrange for the holder of record to join the Plan or
have the shares they wish to enroll in the Plan transferred into their own
name.
6. How does an eligible shareholder participate?
---------------------------------------------
An eligible shareholder may enroll in the Plan by completing and signing an
Authorization Form and returning it to the Bank. A postage-paid envelope is
provided for this purpose. Additional Authorization Forms may be obtained at
any time by written request to the Bank at the address indicated above. See
Question 8, "What does the Authorization Form provide?".
7. When may a shareholder join the Plan?
-------------------------------------
An eligible shareholder may join the Plan at any time. For shareholders
electing to participate in the Plan by having cash dividends reinvested,
participation commences as follows. If an Authorization Form directing that
cash dividends be reinvested is received by the Bank prior to the 5th business
day preceding a dividend record date, then participation in the Plan will
commence on the date that the related dividend is paid. (In the past, cash
dividends on Common Stock have been paid on or about March 1, June 1, September
1 and December 1 and the record dates for such dividends have been the Friday
closest to February 20, May 20, August 20 and November 20.) As to all eligible
shareholders electing to reinvest cash dividends, the dividend paid on the date
participation commences will not be sent to the shareholder but, instead, will
be reinvested under the Plan. For example, if the Company declares a cash
dividend on its Common Stock payable on March 1 to holders of record on
February 20, the Authorization Form must be received by the Bank prior to the
5th business day preceding February 20 in order for the dividend paid on March
1 to be reinvested. If the Authorization Form is received on or after the 5th
business day preceding February 20, the dividend paid on March 1 will be sent
to the shareholder as usual and such shareholder's participation in the Plan
will commence on the date the next cash dividend on Common Stock is paid (in
the past on June 1).
For shareholders electing to participate in the Plan through the investment
of optional cash payments, participation may begin at any time; however,
optional cash payments must be received on or before the 25th day of the month
preceding the next monthly investment date. Optional cash payments by
shareholders were first invested on July 1, 1983, and since that time have been
invested monthly, generally on the first business day of each month. See
Question 13, "How are optional cash payments made?".
8. What does the Authorization Form provide?
-----------------------------------------
The Authorization Form allows a shareholder to enroll in the Plan and to
indicate how such shareholder wishes to participate in the Plan. By checking
the appropriate box on the Authorization Form, a shareholder may indicate
whether such shareholder wishes to reinvest cash dividends paid on all or a
designated number of the shares of the Common Stock registered in the name of
such shareholder and/or invest optional cash payments.
9. How may participants change investment options?
-----------------------------------------------
A participant may change investment options at any time by signing a new
Authorization Form and returning it to the Bank. A change in investment option
will be effective on the dividend payment date if the
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Authorization Form is received by the Bank prior to the 5th business day
preceding the related dividend record date. If the Authorization Form is
received by the Bank on or after the 5th business day preceding the related
dividend record date, the change will be effective on the dividend payment date
for the following quarter.
PURCHASES
10. How many shares of Common Stock will be purchased for each participant?
-----------------------------------------------------------------------
The number of shares to be purchased for a participant's account under the
Plan will depend on the amount of a participant's dividends being reinvested,
the amount of any optional cash payments and the price of the shares of Common
Stock. Each participant's account will be credited with that number of shares,
including fractions computed to four (4) decimal places, equal to the total
amount to be reinvested, divided by the purchase price per share. THERE IS NO
PROVISION IN THE PLAN FOR PARTICIPANTS TO PURCHASE A SPECIFIC NUMBER OF SHARES.
11. What will be the price of shares of Common Stock purchased under the
--------------------------------------------------------------------
Plan?
- -----
The price of shares purchased for the account of each participant in the Plan
will be the last sale price of such shares on the dividend payment date or the
monthly purchase date, whichever is applicable (or the preceding day on which
such last sale price is reported in the event the Common Stock is not traded on
such date), as reported by the New York Stock Exchange Composite Transactions
or by any securities exchange on which the Company's shares may become listed
on the date of such purchase.
12. What is the source of shares purchased under the Plan?
------------------------------------------------------
It is anticipated that all of the shares under the Plan will be issued out of
the authorized but unissued shares of the Company's Common Stock. The Plan,
however, does provide the Company the flexibility of purchasing shares of
Common Stock of the Company on the open market.
13. How are optional cash payments made?
------------------------------------
Optional cash payments may be made at any time and in varying amounts from a
minimum of $25 up to a maximum of $5,000 per month. A shareholder may make an
optional cash payment when enrolling in the Plan by enclosing a check (made
payable to Wachovia Bank of North Carolina, N.A.) with the Authorization Form.
Thereafter, optional cash payments may be made through the use of optional cash
payment forms which will be sent to participants by the Bank.
Optional cash payments will be invested monthly, generally on the first
business day of each month or the next trading day. However, only payments
received on or before the 25th day of the month preceding the related monthly
investment date will be invested on the related investment date. Optional cash
payments received after the 25th day of the month will be invested on the
following monthly investment date. NO INTEREST WILL BE PAID ON OPTIONAL CASH
PAYMENTS. IT THEREFORE IS SUGGESTED THAT ANY OPTIONAL CASH PAYMENTS A
PARTICIPANT WISHES TO MAKE BE SENT SO AS TO REACH THE BANK AS CLOSE AS POSSIBLE
TO THE 25TH DAY OF THE MONTH PRECEDING THE MONTHLY INVESTMENT DATE. The same
amount of money need not be sent each month, and there is no obligation to make
an optional cash payment each month.
A shareholder may participate through the investment of optional cash
payments without the necessity of reinvesting cash dividends by checking the
"Optional Cash Payments Only" box on the Authorization Form. However, even if
the "Optional Cash Payments Only" box is checked, all dividends payable on
shares purchased with optional cash payments and retained in the participant's
Plan account will be reinvested automatically in additional shares of Common
Stock.
6
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COSTS
14. Are there any out-of-pocket expenses of participation in connection with
------------------------------------------------------------------------
purchases under the Plan?
-------------------------
There will be no brokerage commissions or service charges to participants for
purchases under the Plan, since all shares presently are being purchased from
the Company. All costs of administration of the Plan are to be paid by the
Company. See Question 20, "How does a participant terminate participation in
the Plan?" and Question 21, "May a portion of a participant's Plan shares be
sold?" for a discussion of payment by participants of brokerage costs and
transfer taxes associated with such termination of participation and sale of
shares under the Plan. In addition, see Question 28, "What are the federal
income tax consequences of participation in the Plan?" for a discussion of the
tax consequences to participants should any open market purchases of shares of
Company Common Stock be made for use in connection with the Plan.
REPORTS TO PARTICIPANTS
15. What kind of reports will be sent to participants in the Plan?
--------------------------------------------------------------
Shareholders who participate in the Plan through the reinvestment of
dividends will be sent a quarterly statement of their accounts and shareholders
who participate through the investment of optional cash payments will be sent a
monthly statement for any month in which an optional cash payment is invested.
These statements of account will show any cash dividends and optional cash
payments received, the number of shares purchased, the purchase price per
share, the number of Plan shares held for the participant by the Bank, the
number of shares registered in the name of the participant, and an accumulation
of the transactions for the current calendar year to date. Quarterly statements
will be mailed as soon as practicable after each dividend payment date and
monthly statements will be mailed on or about the 10th day of each month. These
statements are a participant's continuing record of the cost of a participant's
purchases and should be retained for income tax purposes.
In addition, upon joining the Plan, each participant will receive the most
recent Prospectus constituting the Plan and thereafter will receive copies of
the same communications sent to every other holder of shares of Common Stock,
including the Company's Annual Report, Notice of Annual Meeting and Proxy
Statement, a proxy card and income tax information for reporting distributions
(including dividends) paid by the Company. See Question 28, "What are the
federal income tax consequences of participation in the Plan?".
DIVIDENDS
16. How are dividends credited to participants' accounts under the Plan?
--------------------------------------------------------------------
On shares of Common Stock for which a participant has directed that dividends
be reinvested, cash dividends will automatically be credited to a participant's
account and reinvested in additional shares of Common Stock. Cash dividends
also will be automatically reinvested on all shares which have been purchased
under the Plan and credited to a participant's account; provided, however, that
no dividends will be earned on such shares purchased under the Plan until the
dividend payment for the first dividend record date which follows the date of
purchase of such shares. On shares of Common Stock for which a participant has
not directed that dividends be reinvested and on shares owned by shareholders
who are not participating in the Plan, cash dividends, as declared, will be
received by them by check as usual.
Stock dividends or stock splits distributed by the Company on the shares
purchased for and credited to the account of a participant under the Plan will
be added to the participant's account. Stock dividends or
7
<PAGE>
stock splits distributed on shares owned and held outside the Plan by a
participant (including shares for which a participant has directed that cash
dividends be reinvested) will be mailed directly to such participant. See
Question 22, "What happens if the Company issues a stock dividend or declares a
stock split?".
17. Will participants be credited with dividends on fractions of shares?
--------------------------------------------------------------------
Account balances will be computed to four (4) decimal places and dividends
will be paid on the fractional shares.
CERTIFICATES FOR SHARES
18. Will certificates be issued for shares of Common Stock purchased under
----------------------------------------------------------------------
the Plan?
- ---------
Unless requested by a participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. The number of shares credited to a
participant's account under the Plan will be shown on the participant's
statement of account. This service protects against loss, theft or destruction
of stock certificates.
Certificates for any number of whole shares credited to a participant's
account under the Plan will be issued upon the written request of a
participant. This request should be mailed to Wachovia Bank of North Carolina,
N.A., Corporate Trust Department, Dividend Reinvestment Section, P.O. Box 3001,
Winston-Salem, North Carolina 27102. The remaining whole shares and fractions
of shares, if any, will continue to be credited to the participant's account. A
request for issuance of Plan shares, including issuance of all of the shares in
a participant's account, will not constitute a termination of participation in
the Plan by the participant. Termination may be effected only through the
delivery to the Bank of a notice of termination as outlined in Question 20,
"How does a participant terminate participation in the Plan?".
Shares held by the Bank for the account of a participant may not be pledged.
A participant who wishes to pledge such shares must request that a certificate
for such shares be issued in the participant's name.
Certificates for fractions of shares will not be issued under any
circumstances.
19. In whose name will certificates be issued?
------------------------------------------
A participant's account under the Plan will be maintained in the name in
which the participant's shares of Common Stock were registered at the time the
participant enrolled in the Plan. Consequently, if and when certificates for
shares held under the Plan are issued, such certificates will be issued only in
that name. Certificates will be issued for whole shares only. A cash payment
will be made for any fractional share.
TERMINATION OF PARTICIPATION
20. How does a participant terminate participation in the Plan?
-----------------------------------------------------------
A participant may terminate participation in the Plan at any time by making
written notification to the Bank. Such notice should be sent to Wachovia Bank
of North Carolina, N.A., Corporate Trust Department, Dividend Reinvestment
Section, P.O. Box 3001, Winston-Salem, North Carolina 27102. A participant's
notice of termination takes effect when such written notice is received by the
Bank; provided, however, if the notice of termination is received on or after
the 5th business day preceding the record date for a dividend payment date, the
dividend will be reinvested for that participant's account. The account then
will be
8
<PAGE>
terminated and all subsequent dividends will be paid to the participant. When a
participant terminates participation in the Plan, or upon termination of the
Plan by the Company, certificates for whole shares credited to a participant's
account under the Plan will be issued to the participant and a cash payment
will be made for any fractional share. However, in the participant's notice of
termination of participation in the Plan, the participant may, if the
participant desires, direct that all of the shares credited to the
participant's account in the Plan, whether whole or fractional, be sold. Such
sales will be made at market and will be made through an independent brokerage
organization. Any brokerage fees and transfer taxes in connection with
effecting such sales will be paid by the withdrawing participant. The proceeds
of the sale, net of such expenses, will be sent to the participant.
Without terminating participation in the Plan, a participant may discontinue
the reinvestment of dividends on shares owned and held outside the Plan by
notifying the Bank in writing. Notices received by the Bank prior to the 5th
business day preceding a dividend record date will be effective to discontinue
dividend reinvestment as of the related dividend payment date. Dividends on
such shares held by the participant outside the Plan will be paid to the
participant by check. Dividends on shares held in a participant's Plan account
will continue to be reinvested (i) until termination of participation in the
Plan by a participant; (ii) until a participant requests that all or a portion
of such shares be sold; or (iii) until a participant requests that certificates
be issued for all or a portion of such shares.
SALES OF PLAN SHARES
21. May a portion of a participant's Plan shares be sold?
-----------------------------------------------------
Within 10 business days after receipt of written instructions from a
participant, the Bank will sell at market through an independent brokerage
organization any portion or all of a participant's shares held by the Bank
under the Plan. As soon thereafter as is practicable following the sale, the
Bank will forward to the participant a check representing the proceeds from the
sale of the shares, net of brokerage fees and transfer taxes incurred in
connection with effecting such sale. The brokerage fees generally are
negotiated for each sale and vary depending on the number of shares sold.
OTHER INFORMATION
22. What happens if the Company issues a stock dividend or declares a stock
-----------------------------------------------------------------------
split?
- ------
Any stock dividends or stock splits distributed by the Company on the shares
purchased for and credited to the account of a participant under the Plan will
be added to the participant's account. Stock dividends or stock splits
distributed on shares owned and held outside the Plan by a participant
(including shares for which a participant has directed that cash dividends be
reinvested) will be mailed directly to such participant in the same manner as
to shareholders who are not participating in the Plan.
For example, a participant who owns 100 shares of Common Stock has directed
that dividends be reinvested on 50 of those shares. Ten (10) shares have been
purchased and credited to the participant's account from the dividends
reinvested on the 50 "participating shares." In the event of a declaration of a
two-for-one stock split paid in the form of a 100% Common Stock dividend, the
participant's shares and dividend reinvestment would be affected as follows. In
payment of the stock dividend on the original 100 shares owned by the
participant, a share certificate would be received by the participant for an
additional 100 shares. Dividends would continue to be reinvested on the 50
"participating shares." In payment of the stock
9
<PAGE>
dividend on the 10 shares credited to the participant's Plan account, the
number of shares credited to the participant's account would be increased to 20
and dividends would continue to be reinvested on those 20 shares.
23. How will a participant's shares be voted at meetings of shareholders?
---------------------------------------------------------------------
All shares credited to a participant's account under the Plan will be voted
as the participant directs. If on the record date for a meeting of shareholders
there are shares of Common Stock credited to the account of a participant in
the Plan, such participant will be sent the proxy material being sent to all
holders of Common Stock for that meeting. The proxy card sent to a participant
will cover all shares of Common Stock registered in the participant's own name
and those held by the Bank for the participant's account under the Plan. If
such participant timely returns a properly completed proxy and it is not
revoked, it will be voted in the manner specified thereon with respect to all
shares credited to the account of such participant (including any fraction), as
well as all shares registered in the participant's name. If the proxy is
properly executed and timely returned but without instructions for voting, such
shares will be voted in accordance with the recommendations of the Company's
management. If the proxy is not returned, or if it is returned unexecuted or
improperly executed, none of such shares will be voted. Any participant who
executes and delivers a proxy card may revoke it at any time prior to its use
by giving written notice to the Corporate Secretary of the Company at the
following address: Atlanta Gas Light Company, Office of Corporate Secretary,
P.O. Box 4569, Atlanta, Georgia 30302, or by executing and delivering to the
Corporate Secretary a duly executed proxy card bearing a later date, or by
appearing at the meeting and voting in person.
24. What is the responsibility of the Company under the Plan?
---------------------------------------------------------
The Company or the Bank in administering the Plan will not be liable for any
act done in good faith or as required by applicable securities laws or for any
omission to act in good faith, including without limitation, any claim of
liability arising out of failure to terminate a participant's account upon such
participant's death or adjudicated incompetency prior to the receipt of notice
in writing of such death or adjudicated incompetency.
THE PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE BANK CAN
ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A
PARTICIPANT UNDER THE PLAN.
25. May the Plan be amended or terminated?
--------------------------------------
The Plan was originally established with respect to the quarterly dividend
paid on March 1, 1981. The Plan was amended on January 22, 1982, May 27, 1983
and February 25, 1988. Effective March 28, 1994, the Plan was amended to
provide for participation as set forth herein. The Company reserves the right
to suspend, modify or terminate the Plan at any time. Notice of such
suspension, modification or termination will be sent to all participants.
26. What happens if a participant in the Plan dies or becomes legally
incapacited?
Upon receipt by the Bank of notice of death or adjudicated incompetency of a
participant, no further purchases of shares of Common Stock will be made for
the account of such participant. The shares and cash held by the Plan for the
participant will be delivered to the appropriate person upon receipt of
evidence satisfactory to the Bank of the appointment of a legal representative
and instructions from the representative regarding delivery.
10
<PAGE>
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
27. Is the Company required under federal tax laws to withhold any amount of
------------------------------------------------------------------------
dividends that would otherwise be reinvested under the Plan?
- ------------------------------------------------------------
In general, the Company is required under (S)3406 of the Internal Revenue
Code of 1986, as amended (the "Code") to withhold 31% of the amount of
dividends paid on the Common Stock of any participant who has (i) failed to
furnish a valid taxpayer identification number; (ii) failed to report properly
interest or dividends; or (iii) failed, when required, to certify that said
participant is not subject to such withholding.
Regardless of participation in the Plan, any participant who first acquired
stock in the Company after December 31, 1983, must certify under penalty of
perjury that said participant is not subject to withholding under Code (S)3406
or the Company will be required to withhold 31% of dividends paid to said
participant. The acquisition after December 31, 1983, of additional shares of
stock in the Company by a participant who was a Company shareholder prior to
January 1, 1984, whether through the Plan or otherwise, should not trigger the
certification requirement. Any foreign participant will be subject to
withholding at rates up to 30% of the amount of dividends paid on the Common
Stock unless such foreign participant has furnished the Bank with appropriate
verification that such participant is not subject to United States withholding.
Should withholding be required as to any dividends to be reinvested under the
Plan, the Bank will notify the participant of such requirement when withholding
begins. The amounts withheld will be deducted from the amount of the dividend
and only the remaining amount will be invested.
28. What are the federal income tax consequences of participation in the
--------------------------------------------------------------------
Plan?
-----
In general, participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who do not
participate in the Plan. Cash dividends reinvested by a participant under the
Plan will be treated for federal income tax purposes as having been received in
cash even though the participant directs that they be used to purchase
additional shares under the Plan and does not receive them in cash.
Accordingly, the amount of any dividend reinvested through the Plan must be
included in the participant's gross income in the year the dividend would have
been paid to the participant had the participant not elected to participate in
the Plan. (Participants who joined the Plan prior to January 1, 1986, should be
aware that the federal tax law providing for the exclusion from income of
certain dividends paid by qualified public utilities terminated as of December
31, 1985.) In addition, the tax basis of shares acquired under the Plan will be
equal to their purchase price under the Plan.
Just as with any corporate distribution, however, any amount reinvested that
is not a dividend for federal income tax purposes because it is not paid out of
current or accumulated earnings and profits of the Company will be considered a
return of capital and will not be required to be included in gross income but
will be subtracted from the participant's basis in the shares on which the
distribution is paid. Any such amount paid and reinvested after the
participant's basis in such shares reaches zero (0) will be considered capital
gain and will be taxed as such. Participants should be advised, however, that
the Company does not anticipate declaring any dividend other than from its
current or accumulated earnings and profits.
To assist participants in preparing their income tax returns, the Bank is
required to inform each participant of the amount of distributions (including
dividends) made by the Company and credited to the participant's account for
reinvestment under the Plan, as well as the portion of that amount that should
be
11
<PAGE>
treated as capital gain. The Bank will provide this information for each
calendar year by mailing or otherwise furnishing Form 1099-DIV to each
participant on or before January 31 of the following year.
The federal income tax treatment of any transaction involving shares acquired
under the Plan such as a sale or exchange, redemption, stock (or other
property) distribution or stock split, generally is the same as the tax
treatment of similar transactions involving shares purchased with cash and not
acquired under the Plan. For any transaction involving the sale of shares
credited to a participant's Plan account, the Bank will provide the participant
with a Form 1099-B setting forth information provided to the Internal Revenue
Service with respect to the transaction. For purposes of determining whether
capital gains (if any) from the disposition of shares acquired under the Plan
qualify for long-term capital gains treatment, the holding period of the shares
begins the day after the date on which the shares are purchased for a
participant's account under the Plan, as reflected on the participant's
statement of account.
Participants will not realize any taxable income when they receive
certificates for Plan shares held in their accounts under the Plan, whether
upon withdrawal from the Plan or otherwise. However, participants should note
that upon withdrawal they will receive cash payments for the fractional shares
credited to their accounts and may realize a gain or loss. The amount of such
gain or loss will be the difference between the amount the participant receives
for the fractional shares and the participant's tax basis for such shares.
It is anticipated that shares purchased under the Plan will be issued out of
authorized but unissued shares of the Company's Common Stock. However, if at
any time shares should be purchased on the open market, each participant will
be required to include in gross income such participant's pro rata share of any
brokerage fees paid by the Company in connection with such purchase.
SINCE THE FOREGOING DISCUSSION ONLY SUMMARIZES THE GENERAL FEDERAL INCOME
CONSEQUENCES OF PARTICIPATION, PARTICIPANTS SHOULD CONSULT THEIR TAX ADVISOR
FOR SPECIFIC TAX ADVICE REGARDING THE FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES OF THEIR PARTICIPATION.
USE OF PROCEEDS
The proceeds to be received by the Company from sales of shares of Common
Stock pursuant to the Plan will be used for general corporate purposes. The
Company has no basis for estimating either the number of shares of Common Stock
that ultimately will be sold pursuant to the Plan or the prices at which such
shares will be sold.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.01B of the Company's Charter provides for the elimination of
personal monetary liabilities of the directors of the Company for breaches of
certain of their fiduciary duties as directors, except to the extent prohibited
by the Georgia Business Corporation Code. In addition, to the extent that
monetary liability remains pursuant to one of the statutory exceptions, Article
II, Section 7 of the Company's By-Laws, as well as Sections 14-2-850 to 14-2-
859, inclusive, of the Georgia Business Corporation Code provide generally for
indemnification of directors as well as officers of the Company for liability
and expenses reasonably incurred by them in connection with any civil,
criminal, administrative or investigative claim or proceeding (including civil
actions brought as derivative actions by or in the right of the Company) in
which they become involved
12
<PAGE>
by reason of being a director or an officer of the Company. Insofar as
indemnification for liability arising under the 1933 Act may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is therefore unenforceable.
LEGAL MATTERS
Certain legal matters related to the Common Stock offered hereby will be
passed upon for the Company by Long, Aldridge & Norman, counsel for the
Company, Atlanta, Georgia. Mr. Albert G. Norman, Jr., a director of the Company
and a member of the Executive Committee and the Nominating and Compensation
Committee of the Company, is a partner in the firm of Long, Aldridge & Norman
and owns beneficially an aggregate of 5,750 shares of Common Stock of the
Company.
EXPERTS
The consolidated financial statements of the Company and subsidiaries and the
related financial statement schedules incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche, independent auditors, as stated in their reports appearing
in and incorporated by reference in such Form 10-K which is incorporated herein
by reference, and have been so incorporated in reliance upon the reports of
such firm, given upon their authority as experts in accounting and auditing.
13
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
The Plan................................................................... 4
Purpose.................................................................. 4
Advantages............................................................... 4
Administration........................................................... 4
Participation............................................................ 5
Purchases................................................................ 6
Costs.................................................................... 7
Reports to Participants.................................................. 7
Dividends................................................................ 7
Certificates for Shares.................................................. 8
Termination of Participation............................................. 8
Sales of Plan Shares..................................................... 9
Other Information........................................................ 9
Tax Consequences of Participation in the Plan............................ 11
Use of Proceeds............................................................ 12
Indemnification of Directors and Officers.................................. 12
Legal Matters.............................................................. 13
Experts.................................................................... 13
</TABLE>
ATLANTA GAS LIGHT COMPANY
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
COMMON STOCK
--------------
PROSPECTUS
--------------
March 31, 1994
[LOGO]
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's Articles of Incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for breach
of their duty of care and other duties as directors; provided, however, that the
Section does not permit a corporation to eliminate or limit the liability of a
director for appropriating, in violation of his duties, any business opportunity
of the corporation, engaging in intentional misconduct or a knowing violation of
law, obtaining an improper personal benefit, or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption or
otherwise) as provided in Section 14-2-832 of the Georgia Code. Section 14-2-
202(b)(4) also does not eliminate or limit the rights of a corporation or any
shareholder to seek an injunction or other non-monetary relief in the event of a
breach of a director's fiduciary duty. In addition, Section 14-2-202(b)(4)
applies only to claims against a director arising out of his role as a director
and does not relieve a director from liability arising from his role as an
officer or in any other capacity. The provisions of Article VII of the Articles
of Amendment and Restatement (the "Articles") of AGL Resources Inc. (the
"Company" or the "Registrant") are similar in all substantive respects to those
contained in Section 14-2-202(b)(4) of the Georgia Code outlined above, and
Article VII provides that the liability of the directors of the Company shall be
limited to the fullest extent permitted by amendments to Georgia law.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees and agents. Section 14-2-851
of the Georgia Code provides for indemnification of the director of the Company
for liability incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including civil actions brought as derivative actions by or in
the right of the Company) in which he may become involved by reason of being a
director of the Company. Section 14-2-851 also provides such indemnity for
directors who, at the request of the Company, act as directors, officers,
partners, trustees, employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or another
enterprise. The Section permits indemnification if the director acted in a
manner he believed in good faith to be in or not opposed to the best interests
of the Company and, in addition, in criminal proceedings, if he had no
reasonable cause to believe his conduct was unlawful. If the required standard
of conduct is met, indemnification may include judgments, settlements,
penalties, fines or reasonable expenses (including attorneys' fees) incurred
with respect to a proceeding. However, if the director is adjudged liable to
the Company in a derivative action or on the basis that a personal benefit was
improperly received by him, the director will only be entitled to such
indemnification for reasonable expenses as a court finds to be proper in
accordance with the provisions of section 14-2-854.
Section 14-2-852 of the Georgia Code provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of the Company, are entitled to
indemnification against reasonable expenses as of right. Conversely, if the
charges made in any action are sustained, the determination of whether the
II-1
<PAGE>
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Code, as follows: (i) by the majority vote
of a quorum of the disinterested members of the board of directors, (ii) if a
quorum cannot be obtained, by a committee thereof duly designated by the board
of directors, consisting of two or more disinterested directors, (iii) by
special legal counsel, or (iv) by the shareholders, but, in such event, the
shares owned by or voted under the control of directors seeking indemnification
may not be voted.
Section 14-2-857 of the Georgia Code provides that an officer of a
corporation (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section 14-2-
852, as described above. In addition, the Company may, as provided by its
Articles, Bylaws, general or specific actions by its Board of Directors, or by
contract, indemnify and advance expenses to an officer, employee or agent who is
not a director to the extent that such indemnification is consistent with public
policy.
The provisions of Article IX of the Company's Articles provide for
indemnification by the Company to the full extent permitted by, and the
provisions of Section 2.15 of the Company's Bylaws are similar in all
substantive respects to, the foregoing provisions of the Georgia Code outlined
above. In addition, as authorized by Section 14-2-857 of the Georgia Code, the
Board of Directors intends to authorize the Company to enter into
indemnification agreements with each of its officers who is not a director to
provide each such officer indemnification rights equal to those permitted for
directors of the Company pursuant to the provisions of the Georgia Code outlined
above.
Officers and directors of the Company presently are covered by insurance
which (with certain exceptions and within certain limitations) indemnifies them
against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other act done or wrongfully attempted. The cost of
such insurance is borne by Atlanta Gas Light Company, as predecessor issuer, as
permitted by the Bylaws of the Company and the laws of the State of Georgia.
ITEM 16. EXHIBITS.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, commences on page II-6.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 15 above,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
THE REGISTRANT.
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on April 8th, 1996.
AGL RESOURCES INC.
By: /s/ David R. Jones
-----------------------------
David R. Jones
President and Chief Executive
Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David R. Jones, Robert L. Goocher and Albert G.
Norman, Jr., and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign the
Post-Effective Amendment to the Registration Statement on Form S-3 of AGL
Resources Inc. relating to the Atlanta Gas Light Company Dividend Reinvestment
and Stock Purchase Plan, to be filed with the Securities and Exchange
Commission, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 8th, 1996.
Signatures Title
---------- -----
/s/ David R. Jones President and Chief Executive Officer
- ------------------------------- (Principal Executive Officer) and Director
David R. Jones
/s/ Robert L. Goocher Executive Vice President and Treasurer
- ------------------------------- (Principal Accounting and Financial Officer)
Robert L. Goocher
II-4
<PAGE>
* 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
* Director
- -------------------------------
Dr. Betty L. Siegel
* Director
- -------------------------------
Ben J. Tarbutton, Jr.
* Director
- -------------------------------
Charles McKenzie Taylor
* Director
- -------------------------------
Felker W. Ward, Jr.
* By: /s/ Robert L. Goocher
------------------------
Robert L. Goocher,
as Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION STATUS
- -------------- ----------- ------
23.1 Consent of Deloitte & Touche LLP Filed herewith
24 Powers of Attorney Included with signature
pages hereto
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Posteffective Amendment
No. 1 to Registration Statement No. 33-52905 of AGL Resources Inc. on Form S-3
of our report dated November 27, 1995 (which expresses an unqualified opinion
and includes an explanatory paragraph as to the change in methods of accounting
for postretirement benefits other than pensions and for income taxes) appearing
in and incorporated by reference in the Annual Report on Form 10-K of Atlanta
Gas Light Company for the year ended September 30, 1995.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
April 9, 1996
