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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1996
REGISTRATION NO. 33-62155
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 3
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 of incorporation) (I.R.S. Employer
Identification No.)
303 PEACHTREE STREET, ATLANTA, GEORGIA 30308
(Address of principal executive offices, including zip code)
ATLANTA GAS LIGHT COMPANY NON-QUALIFIED SAVINGS PLAN
(Full title of the plan)
_______________
ROBERT L. GOOCHER
EXECUTIVE VICE PRESIDENT
AGL RESOURCES INC.
303 PEACHTREE STREET
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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_______________
COPY TO:
WILLIAM L. FLOYD
LONG, ALDRIDGE & NORMAN, LLP
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308
(404) 527-4010
______________
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered (1) Price Per Offering
Share Price
- ----------------------------------------------------------------------------
Common Stock,
par value $5.00
per share 100,000 N/A N/A N/A
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(1) This Registration Statement on Form S-8 , No. 33-62155 (the "Registration
Statement"), as originally filed by Atlanta Gas Light Company (the
"Predecessor Issuer") on August 28, 1995, registered 50,000 shares of
Atlanta Gas Light Company Common Stock and an indeterminate amount of
interests (the "Interests") to be offered or sold pursuant to the Atlanta
Gas Light Company Nonqualified Savings Plan (the "NSP"). A registration
fee in the amount of $614.22 was paid at that time. On December 22, 1995,
Post-Effective Amendment No. 1 to the Registration Statement was filed to
register an additional 50,000 shares of Common Stock in connection with a
2-for-1 stock split of the Predecessor Issuer's Common Stock paid on
December 1, 1995. On March 6, 1996, Post-Effective Amendment No. 2 to the
Registration Statement was filed in connection with a corporate
restructuring whereby AGL Resources Inc. (the "Registrant" or the
"Company") became the holding company for the Predecessor Issuer. Pursuant
to that amendment, the Registrant adopted the Registration Statement as its
own, and in the future, shares of the Registrant's Common Stock will be
issued pursuant to the NSP instead of shares of the Predecessor Issuer's
Common Stock.
This Post-Effective Amendment No. 3 to the Registration Statement is being
filed by the Registrant to deregister the Interests originally
registered pursuant to the Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by AGL Resources Inc. (the "Company" or
the "Registrant") or Atlanta Gas Light Company (the "Predecessor Issuer") are
incorporated herein by reference and made a part hereof:
1. The Predecessor Issuer's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995;
2. The Predecessor Issuer's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995;
3. The Predecessor Issuer's Current Report on Form 8-K dated March 6,
1996;
4. The Proxy Statement and Prospectus of the Predecessor Issuer and
the Company dated January 23, 1996, which forms a part of the
Company's Registration Statement on Form S-4 (Registration No. 33-
99826);
5. The Company's Current Reports on Form 8-K, each dated March 6,
1996; and
6. The description of the Company's Common Stock as contained in Item
4 of the Company's Registration Statement on Form 8-B
(Registration No. 1-14174) as filed with the Commission on January
17, 1996.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, will be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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
Company's Articles of Amendment and Restatement (the "Articles") 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
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 a 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 interest 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 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.
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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
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Georgia 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 the
Company (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 are presently 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 the Predecessor Issuer as
permitted by the Bylaws of the Company and the laws of the State of Georgia.
ITEM 8. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
5 * Opinion of Melanie M. Platt, Esq.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of Melanie M. Platt, Esq. (included in Exhibit 5).
24 * Powers of Attorney.
___________
* Previously filed.
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ITEM 9. UNDERTAKINGS
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A. RULE 415 OFFERING.
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.
(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.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
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 and each filing of the Plan's annual report
pursuant to 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.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
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 under Item 6
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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
THE REGISTRANT.
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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. 3 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 18, 1996.
AGL RESOURCES INC.
By: /s/ David R. Jones
---------------------------------
David R. Jones
President and Chief Executive Officer
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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 18, 1996.
Signatures Title
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/s/ David R. Jones President and Chief Executive Officer
- ------------------------------------ (Principal Executive Officer) and
David R. Jones Director
/s/ Robert L. Goocher Executive Vice President
- ------------------------------------ and Treasurer
Robert L. Goocher (Principal Accounting and
Financial Officer)
/s/ Frank Barron, Jr.* Director
- ------------------------------------
Frank Barron, Jr.
/s/ W. Waldo Bradley* Director
- ------------------------------------
W. Waldo Bradley
/s/ Otis A. Brumby, Jr.* Director
- ------------------------------------
Otis A. Brumby, Jr.
/s/ Kenneth D. Lewis* Director
- ------------------------------------
Kenneth D. Lewis
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/s/ Albert G. Norman, Jr.* Director
- ------------------------------------
Albert G. Norman, Jr.
/s/ D. Raymond Riddle* Director
- ------------------------------------
D. Raymond Riddle
/s/ Betty L. Siegel* Director
- ------------------------------------
Betty L. Siegel
/s/ Ben J. Tarbutton, Jr.* Director
- ------------------------------------
Ben J. Tarbutton, Jr.
/s/ Charles McKenzie Taylor* Director
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Charles McKenzie Taylor
/s/ Felker W. Ward, Jr.* Director
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Felker W. Ward, Jr.
*By /s/ Robert L. Goocher*
--------------------------------
Robert L. Goocher,
as Attorney-in-Fact
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