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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
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)
AGL RESOURCES INC. NONQUALIFIED 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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______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered (2) Offering Aggregate Fee
Registered (1) Price Per Offering
Share Price (2)
=======================================================================
<S> <C> <C> <C> <C>
Deferred
Compensation
Obligations $2,000,000 100% $2,000,000 $606.06
=======================================================================
</TABLE>
(1) 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 are to be
issued pursuant to the NSP instead of shares of the Predecessor Issuer's
Common Stock.
This Registration Statement is being filed by the Registrant to register
Deferred Compensation Obligations which are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with
the terms of the NSP.
(2) Estimated solely for the purpose of determining the registration fee.
ii
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by AGL Resources Inc. (the "Company" or the
"Registrant") are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996;
3. 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 declared effective by the Commission on March 12, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
The AGL Resources Inc. Nonqualified Savings Plan (the "NSP") is a
nonqualified mirror of the AGL Resources Inc. Retirement Savings Plus Plan ("RSP
Plan"), which is a 401(k) plan. Certain provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), limit the amount of contributions that may be
made to the RSP Plan by or on behalf of plan participants, typically highly
compensated participants. The NSP is designed to provide an opportunity to
these highly compensated employees to make comparable contributions to a
retirement plan that would have been allowed under the RSP Plan if it were not
for the technical limitations of the Code.
Participants in the NSP also participate in the RSP Plan and may contribute
to the RSP Plan and NSP combined, on a pre-tax basis, up to a total of 15% of
the participant's compensation. Contribution elections may be changed on a
quarterly basis, with the change effective for future payroll periods only.
Elections may be revoked at any time. After revoking an election, a participant
may not again contribute to the NSP until the second calendar quarter following
the revocation.
The contributions to the NSP will be held in a trust. Pursuant to
applicable tax laws, even though the trust assets are designated for the payment
of benefits under the NSP, the assets of the trust will remain general assets of
the Registrant. Participants will have rights as unsecured creditors of the
Registrant.
Investment of participant contributions to the NSP are participant-
directed. Contribution elections are always invested in the Common Stock of the
Registrant, and matching contributions are always invested in Common Stock of
the Registrant.
While participants may direct the investment of their contributions to the
NSP, the Registrant is not bound by the participant's directions. Under
applicable tax rules, the Registrant must have full investment authority over
the assets of the NSP.
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Except in certain limited circumstances, participants may not receive
distributions from the NSP until their death, disability or termination of
employment with the Registrant. Each distribution is made in the form of a
single lump sum payment in whole shares of Common Stock of the Registrant and/or
cash.
Wachovia Bank of North Carolina, N.A. is the Trustee for the NSP.
ITEM 6. 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
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.
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
II-2
<PAGE>
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.
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 Company as permitted by the Bylaws of the Company
and the laws of the State of Georgia.
ITEM 8. EXHIBITS
--------
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 (included with Signature Page hereto).
ITEM 9. UNDERTAKINGS
------------
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 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.
II-3
<PAGE>
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.
II-4
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on May 2, 1997.
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
Registration Statement on Form S-8 of AGL Resources Inc. relating to the AGL
Resources Inc. Nonqualified Savings 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 May 2, 1997.
Signatures Title
---------- -----
/s/ David R. Jones President and Chief Executive Officer
- ------------------------------
David R. Jones (Principal Executive Officer) and Director
/s/ J. Michael Riley Vice President and Chief Financial Officer
- ------------------------------
J. Michael Riley (Principal Accounting and Financial Officer)
/s/ Frank Barron, Jr. Director
- ------------------------------
Frank Barron, Jr.
II-5
<PAGE>
Director
_______________________________
W. Waldo Bradley
Director
_______________________________
Otis A. Brumby, Jr.
/s/ L.L. Gellerstedt, III Director
- -------------------------------
L.L. Gellerstedt, III
/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
- -------------------------------
Charles McKenzie Taylor
/s/ Felker W. Ward, Jr. Director
- -------------------------------
Felker W. Ward, Jr.
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
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 (included with Signature Page hereto).
II-7
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EXHIBIT 5
[AGL RESOURCES INC. LETTERHEAD]
May 12, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: AGL Resources Inc.
Registration Statement on Form S-8 in connection with the Nonqualified
Savings Plan
Ladies and Gentlemen:
I serve as an in-house attorney with AGL Resources Inc. ("Resources"), a
Georgia corporation and the holding company for Atlanta Gas Light Company. I
have acted as counsel to Resources in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") and the filing
thereof with the Securities and Exchange Commission (the "Commission"), pursuant
to which Resources intends to register under the Securities Act of 1933, as
amended, $2,000,000 of Deferred Compensation Obligations (the "Obligations"),
which represent unsecured obligations of Resources to pay deferred compensation
in the future in accordance with the terms of the AGL Resources Inc.
Nonqualified Savings Plan (the "Plan"). The opinion hereinafter set forth is
given pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
As Vice President and Corporate Secretary Resources, I am generally
familiar with the corporate affairs of Resources and its subsidiaries and the
terms of the Plan. In rendering the opinion set forth below, I have examined
such agreements, documents, instruments and records as I deemed necessary or
appropriate under the circumstances to provide a basis for the opinion,
including without limitation the Plan.
The opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement and may not otherwise be relied upon, used,
quoted or referred to by, or filed with, any other person or entity without the
prior written permission of Resources.
I am admitted to the Bar of the State of Georgia and am duly qualified to
practice law in that state. No opinion is expressed herein concerning any
matter respecting or affected by any laws other than the laws of the State of
Georgia that are now in effect and that, in the exercise of reasonable
professional judgment, are normally considered in transactions such as those
contemplated by the issuance of the Obligations pursuant to the Plan. The
opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the
<PAGE>
Securities and Exchange Commission
May 12, 1997
Page 2
date hereof, and any obligation to advise you of changes to such pertinent laws
or facts after the date hereof is expressly disclaimed.
Based upon and subject to the foregoing, I am of the opinion that the
Obligations, when issued in accordance with the terms of the Plan, will be
validly issued and will be binding obligations of Resources, enforceable against
Resources in accordance with their terms, except to the extent that:
(i) the enforceability thereof is subject to and limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws affecting the rights and remedies of
creditors;
(ii) the enforceability thereof might be limited by general
principles of equity, regardless of whether such enforceability is
considered by a court of law or equity;
(iii) the enforceability of provisions in the Plan that (a)
determinations by a party or a party's designee are conclusive, (b) the
Plan may be modified only in writing, and (c) provide for choice of
governing law might be limited; and
(iv) the enforceability may be limited by applicable state law and
judicial decisions which will not, in my opinion, materially interfere with
the practical realization of the benefits or the security intended to be
provided by the Obligations.
I hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Melanie M. Platt
Melanie M. Platt, Esq.
Vice President and Corporate Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AGL Resources Inc. (the "Company") on Form S-8 of our reports dated November 5,
1996, appearing in the Annual Report on Form 10-K of the Company for the year
ended September 30, 1996.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
May 7, 1997
