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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
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 of incorporation) (I.R.S. Employer
Identification No.)
303 PEACHTREE STREET, ATLANTA, GEORGIA 30308
(404) 584-9470
(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
ATLANTA, GEORGIA 30308
(404) 584-9470
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the 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. [_]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum
Shares to be Aggregate Aggregate Amount of
to be Registered Price Per Offering Registration
Registered (1)(2) Unit (3) Price (3) Fee (2)(3)
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Common Stock,
par value $5.00
per share 2,000,000 $19.50 $39,000,000 $11,818.18
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(1) An undetermined number of additional shares may be issued, or the shares
registered hereunder may be combined into an undetermined lesser number of
shares, if the anti-dilution provisions of the AGL Resources Inc. Direct
Stock Purchase and Dividend Reinvestment Plan become operative.
(2) Pursuant to Rule 429, the Prospectus included in this registration
statement also relates to the Registrant's Registration Statement
No. 33-52905, and as of February 28, 1997, 98,281 shares of the
Registrant's Common Stock remain for sale thereunder. The stated
registration fee for such shares was paid at the time of the
previous registration.
(3) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee and based upon the average of the high and low prices of
the Common Stock of AGL Resources Inc. as reported on the New York Stock
Exchange consolidated reporting system on March 4, 1997.
ii
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PROSPECTUS AGL RESOURCES INC.
RESOURCESDIRECT(TM)
AGL RESOURCES INC. DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
AGL Resources Inc. (the "Company") hereby offers to existing and potential
investors the opportunity to purchase shares of its Common Stock, par value $5
per share (the "Common Stock"), through the AGL Resources Inc. Direct Stock
Purchase and Dividend Reinvestment Plan ("RESOURCESDIRECT"). Eligible investors
who are not yet shareholders can become participants by purchasing their initial
shares of Company Common Stock directly from the Company. Owners of Company
Common Stock can become participants simply by enrolling in RESOURCESDIRECT.
RESOURCESDIRECT offers the following options:
. INITIAL INVESTMENT IN COMPANY COMMON STOCK. Eligible initial investors
may become participants in RESOURCESDIRECT by making an initial cash
investment in Common Stock of the Company of not less than $250 and
not more than $5,000.
. AUTOMATIC REINVESTMENT OF DIVIDENDS. Participants may automatically
reinvest all or a portion of their cash dividends to acquire
additional shares of Common Stock.
. OPTIONAL CASH PURCHASES. Participants may acquire additional shares of
Common Stock by making investments of $25 or more (not to exceed
$5,000 per month) paid by check, money order or an automatic monthly
bank debit.
. NO BROKERAGE COMMISSIONS OR SERVICE CHARGES. No brokerage commission or
service charge is paid by initial investors or participants in
connection with purchases through RESOURCESDIRECT.
. CERTIFICATE SAFEKEEPING. Participants may have their Common Stock share
certificates held for safekeeping as a means to help protect the
participant against loss, theft or destruction of their Common Stock
share certificates.
. TRANSFER OF COMMON STOCK. Participants may give or transfer shares of
Common Stock to other investors eligible to participate in
RESOURCESDIRECT.
Dividends will be reinvested for participants in RESOURCESDIRECT on the
date a cash dividend is paid on the Common Stock. Initial and optional cash
purchases will be invested twice each month, generally on the 1st and 15th day
of each month. In all cases, shares of Common Stock will be purchased through
RESOURCESDIRECT at current market prices. The Company's Common Stock is traded
on the New York Stock Exchange ("NYSE") under the symbol "ATG" and is quoted in
The Wall Street Journal as "AGL Res." On March 4, 1997, the reported last sale
price of Common Stock of the Company was $19.625 per share.
This Prospectus relates to a total of 2,098,281 shares of Common Stock of
the Company and should be retained for future reference.
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ADDITIONAL LEGAL REQUIREMENTS MAY BE NECESSARY FOR PERSONS IN CERTAIN
JURISDICTIONS PRIOR TO ENROLLMENT IN RESOURCESDIRECT. THESE REQUIREMENTS MAY
PROHIBIT PARTICIPATION BY RESIDENTS OF SUCH JURISDICTIONS.
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 ___, 1997.
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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 Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and
Suite 1306, 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. The
Commission also maintains a Web site that contains copies of such information at
http://www.sec.gov. Such reports, proxy statements and other information also
may be inspected at the offices of New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission under the
1934 Act (File No. 1-14174) 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, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996; and
(3) The description of the Company's Common Stock as contained in Item 1
of the Company's Registration Statement on Form 8-B (Registration
No. 1-14174), as declared effective by the Commission on March 12,
1996.
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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, 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
AGL RESOURCES INC.
P.O. BOX 4569
ATLANTA, GEORGIA 30302-4569
(404) 584-3794
THE COMPANY
The Company is a Georgia corporation incorporated on November 27, 1995 for
the primary purpose of becoming the holding company for Atlanta Gas Light
Company. The Company's principal office is located at 303 Peachtree Street,
N.E., Atlanta, Georgia 30308, and its telephone number is (404) 584-9470. The
Company also maintains a Web site at http://www.aglr.com.
Atlanta Gas Light Company, a Georgia corporation and the Company's
principal subsidiary, is a regulated public utility, and is engaged in the
distribution and transportation of natural gas, serving more than 1.4 million
customers in Georgia. Other nonregulated subsidiaries of the Company are
engaged in the marketing of energy and related services and gas supply
management and consulting services.
RESOURCESDIRECT
RESOURCESDIRECT provides initial investors with the opportunity to purchase
shares of Common Stock directly from the Company and provides existing
shareholders with the opportunity to purchase additional shares of Common Stock
of the Company through the automatic reinvestment of cash dividends, optional
cash purchases or both. RESOURCESDIRECT, which replaces the former Dividend
Reinvestment and Stock Purchase Plan, now permits interested investors not
presently owning shares of Common Stock to become participants in
RESOURCESDIRECT.
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SHAREHOLDERS OF THE COMPANY WHO WERE PARTICIPATING IN THE FORMER DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN WILL BE DEEMED TO HAVE ELECTED TO CONTINUE
TO PARTICIPATE IN RESOURCESDIRECT IN THE SAME MANNER AND TO THE SAME EXTENT AS
SUCH PERSONS PARTICIPATED IN THE FORMER DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN UNLESS SUCH SHAREHOLDERS ELECT TO TERMINATE PARTICIPATION IN
RESOURCESDIRECT.
The following questions and answers constitute the terms of the Direct
Stock Purchase and Dividend Reinvestment Plan ("RESOURCESDIRECT").
PURPOSE
1. What is the purpose of RESOURCESDIRECT?
The purpose of RESOURCESDIRECT is to provide initial investors and existing
shareholders with a convenient and economical method of acquiring shares of
Common Stock of the Company at current market value. Initial investors can
purchase shares of Common Stock without payment of any brokerage commission or
service charge in connection with the purchase of shares through
RESOURCESDIRECT. In addition, existing shareholders can purchase additional
shares of Common Stock by investing cash dividends and/or by making optional
cash purchases without payment of any brokerage commission or service charge in
connection with the purchase of shares through RESOURCESDIRECT.
ADVANTAGES
2. What are some of the advantages of RESOURCESDIRECT?
(a) Initial Investment in Company Common Stock. Investors, not already
------------------------------------------
shareholders of record of the Company, may become participants in
RESOURCESDIRECT by making an initial cash investment of not less than $250 and
not more than $5,000.
(b) Dividend Reinvestment. Participants in RESOURCESDIRECT may elect to
---------------------
have the dividends that are paid on all or a designated portion of their shares
of Common Stock reinvested in order to purchase additional shares of Common
Stock.
(c) Optional Cash Purchases. Whether or not dividends are being reinvested
-----------------------
automatically, participants may 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. Optional cash purchases may be made by check, money
order or automatic bank debit.
(d) No Fees for Purchases. No brokerage commission or service charge is
---------------------
paid by initial investors or participants in connection with purchases through
RESOURCESDIRECT.
(e) Full Investment of Funds. Full investment of funds is possible through
------------------------
RESOURCESDIRECT because RESOURCESDIRECT permits fractional 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. In
addition, cash dividends with respect to such fractions, as well as with respect
to whole shares, will be credited to a participant's account and reinvested in
shares of Common Stock through RESOURCESDIRECT.
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(f) Account Statements. Regular statements of account provide participants
------------------
with a record of each transaction completed during the year to date, total
shares of Common Stock credited to the participant's account, and other
information related to the account.
(g) Transfer or Gift of Shares. Participants may make transfers or gifts
--------------------------
of shares of Common Stock from their RESOURCESDIRECT account to other eligible
investors at no charge. When a participant transfers or gifts shares to another
person, a RESOURCESDIRECT account will be opened for the recipient who will then
enjoy the full benefits of RESOURCESDIRECT. See Question 21, "May a participant
transfer shares within RESOURCESDIRECT?".
(h) Safekeeping of Share Certificates. Participants who hold certificated
---------------------------------
shares may deposit share certificates for safekeeping, at no charge, as a means
to protect against loss, theft or destruction of certificates. The dividends
paid on all shares held for safekeeping will be reinvested in RESOURCESDIRECT.
See Question 22, "May a participant deposit certificates for safekeeping under
RESOURCESDIRECT?".
DISADVANTAGES
3. What are some of the disadvantages of RESOURCESDIRECT?
(a) Market Risks. By having dividends reinvested instead of receiving
------------
dividends in cash, a participant must bear the market risk associated with
fluctuations in the price of the Common Stock. Also, a participant has no
control over the price at which the Common Stock is purchased or sold for the
participant's account.
(b) No Interest Paid on Funds Held Pending Investment. No interest will be
-------------------------------------------------
paid on funds held pending investment under RESOURCESDIRECT. See Question 11,
"When are shares purchased for initial investments and optional cash
purchases?".
PARTICIPATION IN RESOURCESDIRECT
4. Who is eligible to participate?
Any person or entity is eligible to participate in RESOURCESDIRECT,
provided that such person or entity fulfills the prerequisites for participation
described below. See Question 5, "How does an eligible investor become a
participant?" and Question 6, "How does an eligible investor obtain a
Prospectus and Initial Investment and Authorization Form?".
The Company may elect not to offer or sell shares of Common Stock through
RESOURCESDIRECT to persons residing in any jurisdiction or foreign country
where, in the judgment of the Company, the burden or expense of compliance with
applicable state blue sky or securities laws makes such offer or sale there
impracticable or inadvisable. In any of these circumstances, dividends, if and
when declared, will be paid in the usual manner to the person and any cash
payment received from such person will be returned to such person.
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5. How does an eligible investor become a participant?
A copy of the Prospectus, Initial Investment and Authorization Form and
other enrollment material may be obtained from Wachovia Bank of North Carolina,
N.A. (the "Bank"), which administers RESOURCESDIRECT. See Question 6 below for
the Bank's toll free telephone number and Question 7, "What does the Initial
Investment and Authorization Form provide?".
(a) Eligible Investors Who Do Not Presently Own Shares of Company Common
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Stock. After receiving a copy of the Prospectus, Initial Investment and
- -----
Authorization Form and other enrollment material, an eligible person or entity
not presently owning Common Stock may enroll in RESOURCESDIRECT and become a
shareholder of record by completing, signing and returning to the Bank an
Initial Investment and Authorization Form, making an initial investment of at
least $250 and indicating investment options. A postage-paid envelope will be
provided with the enrollment material for this purpose.
Initial Investment and Authorization Forms will be processed as promptly as
possible after receipt by the Bank. Participation in RESOURCESDIRECT will begin
after a properly completed Initial Investment and Authorization Form has been
reviewed and accepted by the Bank. If an initial payment is received without a
properly completed Initial Investment and Authorization Form, the initial
payment will be returned and no action will be taken. Once an eligible investor
is enrolled in RESOURCESDIRECT, participation will continue until such
participation is discontinued.
(b) Shareholders of Record. After receiving a copy of the Prospectus,
----------------------
Initial Investment and Authorization Form and other enrollment material, an
eligible shareholder of record may enroll in RESOURCESDIRECT by completing and
signing an Initial Investment and Authorization Form exactly as the name(s)
appear(s) on the stock certificate(s) representing the shares to be enrolled and
returning it to the Bank. A postage-paid envelope will be provided with the
enrollment material for this purpose.
(c) Beneficial ("Street Name") Owners. Beneficial owners whose shares are
---------------------------------
registered in names other than their own (for example, shares registered in the
name of a broker or bank nominee - "street name") may participate by requesting
such broker or bank nominee to participate in RESOURCESDIRECT on their behalf.
In general, if such arrangements are made, a broker or bank nominee may
participate in the same manner as a shareholder of record except that (i)
optional cash purchases are not available to such beneficial owner (see Question
13, "How are optional cash purchases made?") and (ii) the certificates
representing shares purchased through RESOURCESDIRECT are issued to such broker
or bank nominee. Moreover, any fees charged by a broker or bank nominee in
connection with such arrangements shall be paid by the participant.
PARTICIPATION IN RESOURCESDIRECT THROUGH BROKERS OR BANK NOMINEES MAY BE ON
TERMS AND CONDITIONS WHICH DIFFER FROM THOSE SET FORTH HEREIN, IN WHICH CASE THE
TERMS AND CONDITIONS SET BY EACH SUCH BROKER OR BANK NOMINEE SHALL GOVERN. The
Company shall not be responsible for the terms of any such participation,
including tax consequences thereof. The term "participant" as used herein
refers to shareholders of record and eligible investors participating directly
in RESOURCESDIRECT.
ANY CURRENT PARTICIPANT IN THE DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN WILL AUTOMATICALLY CONTINUE AS A PARTICIPANT IN RESOURCESDIRECT WITHOUT
COMPLETING AN INITIAL INVESTMENT AND AUTHORIZATION FORM.
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6. How does an eligible investor obtain a Prospectus and Initial
Investment and Authorization Form?
An eligible investor may obtain a copy of the Prospectus, the Initial
Investment and Authorization Form and other enrollment material by telephoning
the Bank toll free at (800) 866-1543 twenty-four hours a day, seven days a week.
(Please note that if you already participate in RESOURCESDIRECT and have a
question concerning your account, a toll free shareholder services telephone
number is listed below at Question 10, "Who administers RESOURCESDIRECT for
participants?".)
7. What does the Initial Investment and Authorization Form provide?
The Initial Investment and Authorization Form allows an eligible investor
who is not a shareholder of record to purchase shares of Common Stock by making
an initial cash investment of not less than $250 and not more than $5,000. Any
excess tendered amount will be returned to the sender. The Initial Investment
and Authorization Form contains the required certification as to backup
withholding and requests information as to how such shares are to be registered.
The Initial Investment and Authorization Form also is used to instruct the
Bank to open a DIRECT RESOURCES account and to indicate how such person wishes
to participate in RESOURCESDIRECT. The Initial Investment and Authorization
Form appoints the Bank as agent for the participant for the purchase of shares
of Common Stock through the following options:
(a) Full Dividend Reinvestment. If the "Full Dividend Reinvestment" box is
--------------------------
checked, the Bank will apply all of a participant's cash dividends on shares of
Common Stock registered in the participant's name, as well as on all shares of
Common Stock credited to the participant's RESOURCESDIRECT account, to the
purchase of additional shares of Common Stock. Participants electing "Full
Dividend Reinvestment" also may make optional cash purchases at any time.
(b) Partial Dividend Reinvestment. If the "Partial Dividend Reinvestment"
-----------------------------
box is checked, the Bank will reinvest dividends only on such number of shares
of Common Stock registered in the participant's name as indicated by the
participant, as well as dividends on all shares of Common Stock credited to the
participant's RESOURCESDIRECT account. The participant will continue to receive
cash dividends on shares of Common Stock registered in the participant's name
for which dividend reinvestment is not indicated. Participants electing
"Partial Dividend Reinvestment" also may make optional cash purchases at any
time.
(c) Optional Cash Purchases. If the "Optional Cash Purchases" box is
-----------------------
checked, the Bank will apply any optional payments of cash received toward the
purchase of additional shares of Common Stock. Shares purchased with optional
payments of cash will be held in the participant's RESOURCESDIRECT account
unless directed otherwise, and dividends paid on such shares will be fully
reinvested. Cash dividends on shares of Common Stock registered in the
participant's name other than in the participant's RESOURCESDIRECT account will
be paid to the participant in the usual manner.
IF A PARTICIPANT SIGNS BUT DOES NOT CHECK ANY BOX ON THE INITIAL INVESTMENT
AND AUTHORIZATION FORM, THEN FULL DIVIDEND REINVESTMENT WILL BE ASSUMED.
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8. Method of Investment.
(a) Check or Money Order. Initial investments and optional cash purchases
--------------------
may be made by check or money order, payable in United States dollars, to
"Wachovia Bank of North Carolina, N.A."
(b) Automatic Investment from Designated Bank Account. A participant may
-------------------------------------------------
authorize an automatic bank debit through an Automated Clearing House (ACH)
withdrawal from a designated United States bank account, by completing the
appropriate section of the Initial Investment and Authorization Form.
9. May a participant change an investment option?
A participant may change an investment option at any time by completing and
signing an Authorization to Modify Participation Form (located on the back side
of the participant's statement of account) or a Change of Authorization Form and
returning it to the Bank or, if a participant's shares of Common Stock are held
of record by a broker or bank nominee, by making appropriate arrangements with
such broker or bank nominee to instruct the Bank of such change. A Change of
Authorization Form may be obtained at any time by telephoning the Bank at the
toll free telephone number listed below in Question 10.
ADMINISTRATION
10. Who administers RESOURCESDIRECT for participants?
Wachovia Bank of North Carolina, N.A. (previously defined as the "Bank")
acts as designated agent for each participant and has been designated by the
Company as its agent to administer RESOURCESDIRECT for participants, purchase
and hold shares of Common Stock acquired through RESOURCESDIRECT, maintain
records, send regular statements of account to participants and perform other
duties relating to RESOURCESDIRECT. Shares of Common Stock purchased through
RESOURCESDIRECT will be held for safekeeping by the Bank, as agents 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 RESOURCESDIRECT (see Question 27, "How does a participant
terminate participation in RESOURCESDIRECT?") or the Bank receives a
participant's written request for a certificate for all or part of the
participant's shares (see Question 23, "Will certificates be issued for shares
of Common Stock purchased through RESOURCESDIRECT?"). The Bank also serves as
Transfer Agent for the Common Stock of the Company.
All communications regarding participation in RESOURCESDIRECT should be
directed to the Bank. Participants may contact the Bank by writing to:
Wachovia Shareholder Services
P.O. Box 8218
Boston, Massachusetts 02266-8218
or by telephoning the Bank toll free at (800) 633-4236. Customer service
representatives are available to speak with participants Monday through Friday,
except for Bank holidays, between the hours of 9:00 A.M. and 5:00 P.M., Eastern
Time. (Please note that the toll free telephone number for enrollment forms is
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<PAGE>
listed above at Question 6, "How does an eligible person obtain a Prospectus and
Initial Investment and Authorization Form?".)
Please mention AGL Resources Inc. in all correspondence and provide your
account number and/or social security number.
The Company reserves the right to make such additional or other
arrangements for the administration of RESOURCESDIRECT as it deems appropriate.
RELEVANT RESOURCESDIRECT DATES
11. When are shares purchased for initial investments and optional cash
purchases?
Shares are purchased for initial cash investments and optional cash
purchases twice each month as follows: (i) on the next Dividend Payment Date
(as hereinafter defined) following receipt of payment or, in months in which no
dividend is paid, on the 1st day of such month and (ii) the 15th day of each
month (each of these dates individually is referred to as an "Investment Date").
In the event that the Common Stock is not traded on a day that otherwise would
be an Investment Date, the Investment Date will be the next succeeding trading
day.
Initial cash payments and optional cash payments (whether made by check,
money order or automatic bank draft) must be received by the Bank at least five
(5) business days prior to the related Investment Date in order to be invested
on the Investment Date. Initial cash payments or optional cash purchases
received by the Bank less than five (5) business days before the related
Investment Date will be held until the following Investment Date. NO INTEREST
IS PAID ON INITIAL CASH INVESTMENTS OR OPTIONAL CASH PURCHASES PENDING
INVESTMENT. IT THEREFORE IS SUGGESTED THAT ANY PAYMENT BE SENT SO AS TO REACH
THE BANK AS CLOSE AS POSSIBLE TO THE 5TH BUSINESS DAY PRIOR TO THE RELATED
INVESTMENT DATE.
12. When are dividends reinvested?
In the past, the payable date for cash dividends on Common Stock has been
on or about March 1, June 1, September 1 and December 1 (individually, the
"Dividend Payment Date") and the record dates for such dividends have been the
Friday immediately preceding February 20, May 20, August 20 and November 20. If
a participant elects to reinvest cash dividends and has instructed the Bank
accordingly by submitting a properly completed Initial Investment and
Authorization Form, those instructions will take effect beginning with the
Dividend Payment Date following the first dividend record date that occurs after
the completed Initial Investment and Authorization Form is received by the Bank;
provided, that the Initial Investment and Authorization Form must be received by
the Bank prior to the 5th business day preceding the related dividend record
date.
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INVESTMENT OPTIONS AND INSTRUCTIONS
13. How are optional cash purchases made?
Optional cash purchases are available to all participants who are
shareholders of record of Common Stock. Optional cash purchases are not
available to beneficial owners of shares of Common Stock who participate in
RESOURCESDIRECT through brokers or bank nominees. However, if such beneficial
owners become shareholders of record by having one or more of their shares
transferred into their name, they will be entitled to enroll the directly owned
shares in RESOURCESDIRECT and make optional cash purchases through
RESOURCESDIRECT.
A participant may make any number of optional cash purchases and in any
amount, but such purchases must be for a minimum of $25 and up to a maximum of
$5,000 per month. If a participant sends a cash payment of less than $25, the
payment will be returned to the participant by the Bank. If a participant's
payments for Optional Cash Purchases aggregate more than $5,000 in any month,
the amount in excess will be returned to the participant by the Bank.
Optional cash purchases will be invested twice each month on an Investment
Date. A shareholder may participate in RESOURCESDIRECT through the investment
of optional cash purchases without reinvesting cash dividends by checking the
"Optional Cash Purchases" box on the Initial Investment and Authorization Form.
However, even if the "Optional Cash Purchases" box is checked, all dividends
payable on shares purchased with optional cash payments and retained in the
participant's RESOURCESDIRECT account will be reinvested automatically in
additional shares of Common Stock.
14. How does dividend reinvestment work?
If a participant has elected to reinvest cash dividends with respect to all
or a portion of shares of Common Stock held by such person, the Company will
send those dividends to the Bank and the Bank then will invest the cash dividend
in shares of Common Stock for the participant's account.
15. May a participant reinvest dividends on fewer than all certificated
shares of Common Stock?
A Participant may elect partial reinvestment of cash dividends paid with
respect to certificated shares of Common Stock by designating such election on
the Initial Investment and Authorization Form. That portion of a cash dividend
not designated for reinvestment will be sent to the participant in the usual
manner or deposited directly into a participant's account.
Partial reinvestment is available only with respect to dividends paid on
certificated shares of Common Stock. All cash dividends paid with respect to
shares of Common Stock held by the Bank or its nominee for the account of a
participant in RESOURCESDIRECT, including shares deposited with the Bank for
safekeeping, are automatically reinvested in additional shares of Common Stock
of the Company.
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<PAGE>
PURCHASES
16. How many shares of Common Stock will be purchased?
The number of shares to be purchased through RESOURCESDIRECT will depend on
the dollar amount of dividends being reinvested, the amount of any initial or
optional cash payments and the per share price of Common Stock on the Investment
Date. 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 RESOURCESDIRECT FOR PARTICIPANTS TO PURCHASE A SPECIFIC NUMBER OF
SHARES.
17. What will be the price of shares of Common Stock purchased through
RESOURCESDIRECT?
The price of shares purchased for the account of a participant in
RESOURCESDIRECT on a particular Investment Date will be the closing price of
such shares on that particular Investment Date (or the next succeeding day on
which such closing price is reported in the event the Common Stock is not traded
on such date), as published in the Eastern Edition of The Wall Street Journal
report on the New York Stock Exchange Composite Transactions or by any
securities exchange on which the Company's shares may be listed on such
Investment Date.
18. What is the source of shares purchased under RESOURCESDIRECT?
It is anticipated that all of the RESOURCESDIRECT shares will be issued out
of the authorized but unissued shares of the Company's Common Stock.
RESOURCESDIRECT, however, does provide the Company the flexibility of purchasing
shares of Common Stock of the Company on the open market.
COSTS
19. Are there any out-of-pocket expenses of participation in connection
with purchases through RESOURCESDIRECT?
There will be no brokerage commissions or service charges to participants
for purchases through RESOURCESDIRECT. All costs of administration of
RESOURCESDIRECT are to be paid by the Company. See Question 27, "How does a
participant terminate participation in RESOURCESDIRECT?" and Question 28, "May a
portion of a participant's RESOURCESDIRECT shares be sold?" for a discussion of
payment by participants of brokerage costs and transfer taxes associated with
the termination of participation and sale of shares through RESOURCESDIRECT. In
addition, see Question 33, "What are the federal income tax consequences of
participation in RESOURCESDIRECT?" for a discussion of the tax consequences to
participants.
REPORTS TO PARTICIPANTS
20. What kind of reports will be sent to participants in RESOURCESDIRECT?
Each time there is activity in a participant's RESOURCESDIRECT account, the
participant will receive a statement reflecting the amount invested; the amount
of dividends received; the purchase or sale price of shares; the number of
shares purchased, deposited, sold or transferred or withdrawn; the total shares
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<PAGE>
accumulated; and other investment activity for the current calendar year to
date. Participants should ensure that the Bank is promptly notified of any
address change.
Each statement contains a form which can be used to deposit shares for
safekeeping, make optional cash payments or withdraw shares from
RESOURCESDIRECT. Statements will be mailed as soon as practicable after each
transaction. These statements are a participant's continuing record of the cost
basis of shares purchased through RESOURCESDIRECT and should be retained for
income tax purposes.
In addition, each participant will receive the most recent Prospectus
constituting RESOURCESDIRECT and thereafter, as a shareholder, will receive
copies of the same communications sent to every other holder of shares of Common
Stock, including the Company's Annual Report to Shareholders, Notice of Annual
Meeting and Proxy Statement, a proxy card, and annual income tax information for
reporting distributions (including dividends) paid by the Company. See Question
33, "What are the federal income tax consequences of participation in
RESOURCESDIRECT?".
All participant notices, statements and reports from the Bank will be
addressed to the participant at the latest address on record with the Bank.
Participants should promptly notify the Bank in writing of any change of
address.
GIFTS AND TRANSFERS OF SHARES WITHIN RESOURCESDIRECT
21. May a participant transfer shares within RESOURCESDIRECT?
If a participant wishes to transfer the ownership of all or part of the
participant's shares held through RESOURCESDIRECT to another person, whether by
gift, private sale, or otherwise, the participant may effect such transfer by
mailing a properly completed Gift/Transfer Form to the Bank. Requests for
transfers are subject to the same requirements that are applicable to the
transfer of Common Stock certificates, including the requirement of a Medallion
Level Signature Guarantee of any endorsing signature. Gift/Transfer Forms are
available upon request from the Bank by telephoning the Bank at the toll free
telephone number listed above in Question 10. Transfers of less than all of the
participant's shares must made in whole share amounts. No fractional shares may
be transferred unless the participant's entire account is transferred.
Shares so transferred will continue to be held by the Bank under
RESOURCESDIRECT. If the transferee is not already a participant, a
RESOURCESDIRECT account will be opened in the name of the transferee and the
transferee automatically will be enrolled in RESOURCESDIRECT. If the transferee
is not already a registered shareholder or a Plan participant, the participant-
donor may make a dividend reinvestment election for the transferee at the time
of the gift. The transferee may change the reinvestment level after the gift
has been made as described in Question 9, "May a participant change an
investment option?".
Both transferor and the transferee will receive a statement after the next
Investment Date on which a transaction occurs reflecting the number of shares
transferred.
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<PAGE>
SAFEKEEPING
22. May a participant deposit certificates for safekeeping under
RESOURCESDIRECT?
A participant may elect to have share certificates that are registered in
the participant's name held for safekeeping by the Bank as a means to help
protect against loss, theft or destruction of share certificates. Shares so
deposited will be transferred into non-certificated form in the name of the Bank
or its nominee and credited to the participant's RESOURCESDIRECT account.
Thereafter, such shares will be treated in the same manner as shares purchased
through RESOURCESDIRECT.
The participant who wishes to take advantage of this safekeeping option
should send the share certificates to the Bank at the address set forth in
Question 10, "Who administers RESOURCESDIRECT for participants?". Common Stock
certificates should be sent to the Bank by registered or certified mail, return
receipt requested, or by some other means to assure their arrival, accompanied
by a completed and signed Authorization to Modify Participation Form (located on
the back side of the participant's statement of account) or Initial Investment
and Authorization Form specifying (i) that the Common Stock is being deposited
for safekeeping and (ii) if applicable, instructions regarding optional cash
purchases and/or dividend reinvestment. The certificates are the responsibility
of the participant until received by the Bank. The Bank will confirm the
receipt of any such share certificates deposited for safekeeping.
CERTIFICATES FOR SHARES
23. Will certificates be issued for shares of Common Stock purchased
through RESOURCESDIRECT?
Unless requested by a participant, certificates for shares of Common Stock
purchased through RESOURCESDIRECT will not be issued. The number of shares
credited to a participant's RESOURCESDIRECT account will be shown on the
participant's statement of account. This service protects against loss, theft
or destruction of share certificates.
Certificates for any number of whole shares credited to a participant's
account under RESOURCESDIRECT will be issued upon the written request of a
participant. This request should be mailed to the address set forth in Question
10, "Who administers RESOURCESDIRECT for participants?". The remaining whole
shares and fraction of shares, if any, will continue to be credited to the
participant's account.
Certificates for fractions of shares will not be issued under any
circumstances.
A request for issuance of share certificates, including issuance of all of
the shares in a participant's account, will not constitute a termination of
participation in RESOURCESDIRECT by the participant. Termination may be
effected only through the delivery to the Bank of a notice of termination as
outlined in Question 27, "How does a participant terminate participation in
RESOURCESDIRECT?".
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.
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<PAGE>
24. In whose name will certificates be issued?
A participant's account under RESOURCESDIRECT will be maintained in the
name in which the participant's shares of Common Stock were registered at the
time the participant enrolled in RESOURCESDIRECT. Consequently, if and when
certificates for shares held under RESOURCESDIRECT are issued, such certificates
will be issued only in that name.
VOTING OF SHARES
25. How will a participant's shares be voted at meetings of shareholders?
All shares credited to a participant's account under RESOURCESDIRECT will
be voted as the participant directs. A 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 held by the
participant, including shares registered in the participant's own name and
shares held by the Bank for the participant's account under RESOURCESDIRECT. In
the case of a beneficial owner of shares of Common Stock who participates in
RESOURCESDIRECT through a broker or bank nominee, such beneficial owner must
make appropriate arrangements with such broker or bank nominee to ensure
exercise by such owner of the right to vote such shares.
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 covered by the proxy, including shares registered in the participant's
name and shares held by the Bank for the participant's account under
RESOURCESDIRECT.
If the proxy is properly executed and timely returned but without
instructions for voting, all of the participant's 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, the
participant's shares will be voted only if the participant votes in person at
the meeting.
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: Office of Corporate Secretary, AGL Resources
Inc., 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.
STOCK SPLITS AND STOCK DIVIDENDS
26. 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 through
RESOURCESDIRECT will be added (including fractional shares) to the participant's
account. Stock dividends or stock splits distributed on shares registered in a
participant's name and held in certificated form will be mailed directly to such
participant in the same manner as to shareholders who are not participating in
RESOURCESDIRECT.
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<PAGE>
In the event of a stock dividend or stock split, all cash dividends paid
with respect to shares held by the Bank or its nominee will continue to be
reinvested. All cash dividends on shares held directly by the participant (or
the participant's nominee) will continue to be reinvested following such stock
dividend or stock split in the same proportion as were the cash dividends on
shares of Common Stock held by the participant (or the participant's nominee)
immediately prior to the stock dividend or stock split.
TERMINATION OF PARTICIPATION
27. How does a participant terminate participation in RESOURCESDIRECT?
A participant may terminate participation in RESOURCESDIRECT at any time by
making written notification to the Bank. Such notice should be sent to the
address set forth in Question 10, "Who administers RESOURCESDIRECT for
participants?". 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 terminated and all subsequent
dividends will be paid to the participant. When a participant terminates
participation in RESOURCESDIRECT, or upon termination of RESOURCESDIRECT by the
Company, certificates for whole shares credited to a participant's account under
RESOURCESDIRECT 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 RESOURCESDIRECT, the participant may, if the
participant desires, direct that all of the shares credited to the participant's
account in RESOURCESDIRECT, 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 RESOURCESDIRECT, a participant may
discontinue the reinvestment of dividends on shares owned and held outside
RESOURCESDIRECT 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 RESOURCESDIRECT will be
paid to the participant by check. Dividends on shares held in a participant's
RESOURCESDIRECT account will continue to be reinvested (i) until termination of
participation in RESOURCESDIRECT 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 RESOURCESDIRECT SHARES
28. May a portion of a participant's RESOURCESDIRECT 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
RESOURCESDIRECT. 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.
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<PAGE>
OTHER INFORMATION
29. What is the responsibility of the Company or the Bank under
RESOURCESDIRECT?
The Company or the Bank in administering RESOURCESDIRECT 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 RESOURCESDIRECT.
30. May RESOURCESDIRECT be amended or terminated?
RESOURCESDIRECT was originally established with respect to the quarterly
dividend paid on March 1, 1981 and has been amended on January 22, 1982, May 27,
1983, February 25, 1988, March 28, 1994, and May 3, 1996. The Company reserves
the right to suspend, modify or terminate RESOURCESDIRECT at any time. Notice
of such suspension, modification or termination will be sent to all
participants.
31. What happens if a participant in RESOURCESDIRECT dies or becomes
legally incapacitated?
Upon receipt by the Bank of a 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
RESOURCESDIRECT 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.
TAX CONSEQUENCES OF PARTICIPATION IN RESOURCESDIRECT
32. Is the Company required under federal tax laws to withhold any
amount of dividends that would otherwise be reinvested under RESOURCESDIRECT?
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 RESOURCESDIRECT, 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 RESOURCESDIRECT or otherwise, should
not trigger the certification requirement. Any foreign participant
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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
RESOURCESDIRECT, 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.
33. What are the federal income tax consequences of participation in
RESOURCESDIRECT?
In general, participants in RESOURCESDIRECT have the same federal income
tax obligations with respect to their dividends as do shareholders who do not
participate in RESOURCESDIRECT. Cash dividends reinvested by a participant
under RESOURCESDIRECT 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 RESOURCESDIRECT and does not receive them in
cash. Accordingly, the amount of any dividend reinvested through
RESOURCESDIRECT 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 RESOURCESDIRECT. (Participants who joined
RESOURCESDIRECT 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 RESOURCESDIRECT will be equal to their
purchase price under RESOURCESDIRECT.
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 RESOURCESDIRECT, as well as the portion of that amount that
should be 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 RESOURCESDIRECT 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 RESOURCESDIRECT. 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 RESOURCESDIRECT 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 RESOURCESDIRECT, as
reflected on the participant's statement of account.
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Participants will not realize any taxable income when they receive
certificates for Plan shares held in their accounts under RESOURCESDIRECT,
whether upon withdrawal from RESOURCESDIRECT 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 RESOURCESDIRECT 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.
BECAUSE THE FOREGOING DISCUSSION ONLY SUMMARIZES THE GENERAL FEDERAL INCOME
TAX 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 through RESOURCESDIRECT 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 RESOURCESDIRECT or the prices at which
such shares will be sold.
LEGAL MATTERS
Certain legal matters related to the Common Stock offered hereby will be
passed upon for the Company by Melanie M. Platt, Esq., Vice President and
Corporate Secretary for the Company. Ms. Platt owns shares of Common Stock of
the Company, both directly and as a participant in various employee benefit
plans and RESOURCESDIRECT.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, 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.
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TABLE OF CONTENTS
Page
----
Available Information.................................................... 3
Incorporation of Certain Information by Reference........................ 3
The Company.............................................................. 4
RESOURCESDIRECT.......................................................... 4
Purpose.................................................................. 5
Advantages............................................................... 5
Disadvantages............................................................ 6
Participation in RESOURCESDIRECT......................................... 6
Administration........................................................... 9
Relevant RESOURCESDIRECT Dates........................................... 10
Investment Options and Instructions...................................... 11
Purchases................................................................ 12
Costs.................................................................... 12
Reports to Participants.................................................. 12
Gifts and Transfers of Shares within RESOURCESDIRECT..................... 13
Safekeeping.............................................................. 14
Certificates for Shares.................................................. 14
Voting of Shares......................................................... 15
Stock Splits and Stock Dividends......................................... 15
Termination of Participation............................................. 16
Sales of RESOURCESDIRECT Shares.......................................... 16
Other Information........................................................ 17
Tax Consequences of Participation in RESOURCESDIRECT..................... 17
Use of Proceeds.......................................................... 19
Legal Matters............................................................ 19
Experts.................................................................. 19
ResourcesDirect(TM)
AGL Resources Inc.
Direct Stock Purchase and
Dividend Reinvestment Plan
COMMON STOCK
----------
PROSPECTUS
----------
MARCH , 1997
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
-------------------------------------------
The expenses of the offering are estimated as follows:
<TABLE>
<S> <C>
Registration Fee - Securities and Exchange Commission........................ $11,818
New York Stock Exchange Lisitng Fee.......................................... 1,500
Printing Expenses............................................................ 10,000
Legal Fees and Expenses...................................................... --
Accounting Fees and Expenses................................................. 2,000
Blue Sky Fees and Expenses (including fees and expenses of counsel).......... 1,000
-------
TOTAL........................................................................ $26,318
=======
</TABLE>
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 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 Company as permitted by the Bylaws of the Company
and the laws of the State of Georgia.
ITEM 16. 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).
99 Proposed form of Initial Investment and Authorization Form.
II-2
<PAGE>
Item 17. 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 (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement which, individually or in the
aggregate, represent a fundamental change in the informatin set forth in the
registration statement; and (iii) 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. Provided, however, that paragraphs A(1)(i) and A(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1954 that are
incorporated by reference 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.
C. ACCELERATION OF EFFECTIVENESS.
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 foregoing provisions, 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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 February 7, 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-3 of AGL Resources Inc. relating to the Direct
Stock Purchase and Dividend Reinvestment 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 February 7, 1997.
Signatures Title
---------- -----
/s/ David R. Jones President and Chief Executive Officer
- --------------------------- (Principal Executive Officer) and Director
David R. Jones
/s/ J. Michael Riley Vice President and Chief Financial Officer
- --------------------------- (Principal Accounting and Financial Officer)
J. Michael Riley
/s/ Frank Barron, Jr. Director
- ---------------------------
Frank Barron, Jr.
II-4
<PAGE>
/s/ W. Waldo Bradley Director
- ---------------------------
W. Waldo Bradley
/s/ Otis A. Brumby, Jr. 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.
*By /s/ Robert L. Goocher
-----------------------
Robert L. Goocher,
as Attorney-in-Fact
II-5
<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).
99 Proposed form of Initial Investment and Authorization Form.
<PAGE>
EXHIBIT 5
OPINION OF MELANIE M. PLATT, ESQ.
[Letterhead of AGL Resources Inc. appears here]
March 5, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: AGL Resources Inc. (File No. 1-14174); Registration Statement on
Form S-3 in connection with the AGL Resources Inc. Direct Stock
Purchase and Dividend Reinvestment Plan
Ladies and Gentlemen:
I serve as an in-house attorney with AGL Resources Inc., a Georgia
corporation and holding company for Atlanta Gas Light Company ("Resources"). I
have acted as counsel to Resources in connection with the preparation of a
Registration Statement on Form S-3 (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 shares (the "Shares") of common stock, par value $5 per
share, of Resources which are issuable in connection with the AGL Resources Inc.
Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan"). The opinion
hereinafter set forth is given pursuant to Item 16 of Form S-3 and Item
601(b)(5) of Regulation S-K.
As Vice President and Corporate Secretary for 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.
<PAGE>
Securities and Exchange Commission
March 5, 1997
Page -2-
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 Shares pursuant to the Plan. The opinion
hereinafter set forth is based upon pertinent laws and facts in existence as of
the 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
Shares, when issued in accordance with the terms of the Plan against payment in
full of the purchase price therefor will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to my name under the heading "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Melanie M. Platt, Esq.
--------------------------
Melanie M. Platt, Esq.
Vice President and
Corporate Secretary
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
AGL Resources Inc. (the "Company") on Form S-3 of our reports dated November 5,
1996, appearing in and incorporated by reference in the Annual Report on
Form 10-K of the Company for the year ended September 30, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
March 5, 1997
<PAGE>
EXHIBIT 99
RESOURCESDIRECT(TM) [AGL RESOURCES, INC. LOGO APPEARS HERE]
AGL Resources, Inc. Direct Stock Purchase and Dividend Reinvestment Plan
RESOURCESDIRECT ALLOWS POTENTIAL INVESTORS TO PURCHASE SHARES OF AGL RESOURCES
INC. COMMON STOCK BY MAKING A DIRECT INITIAL INVESTMENT; IT ALSO ENABLES
EXISTING SHAREHOLDERS TO REINVEST ALL OR A PORTION OF THEIR CASH DIVIDENDS OR TO
MAKE OPTIONAL CASH PAYMENTS TO PURCHASE ADDITIONAL SHARES OF COMMON STOCK. THERE
ARE NO BROKERAGE COMMISSIONS OR SERVICE CHARGES ON ANY PURCHASES OF SHARES MADE
THROUGH RESOURCESDIRECT. FOR A COMPLETE DESCRIPTION OF RESOURCESDIRECT'S
PROVISIONS AND FEATURES, REFER TO THE PROSPECTUS.
- -------------------------------------------------------------------------------
- -----------------------------------
INITIAL INVESTMENT
AND AUTHORIZATION FORM
INSTRUCTIONS: If you want to make a direct
initial investment, complete sections 1, 2
and 3 of this form. If you are an existing
Mailing Label shareholder and want to begin taking
advantage of the dividend reinvestment or
optional cash purchase features, complete
sections 2 and 3 of this form. Check the
boxes that apply, and print clearly all
items, except signatures. Mail this form
in the postage-paid envelope provided.
- -----------------------------------
- -------------------------------------------------------------------------------
SECTION 1. INITIAL INVESTMENT
- -------------------------------------------------------------------------------
ENROLLING IN RESOURCESDIRECT
[_] I wish to enroll and become an AGL Resources shareholder by making an
initial investment. Enclosed is a check or money order for $250 minimum/$5,000
maximum), payable to Wachovia Bank of North Carolina, N.A.
NO INTEREST WILL BE PAID ON FUNDS HELD PENDING INVESTMENT.
REGISTERING YOUR ACCOUNT
Check one box below, and provide the appropriate information. Please print
clearly.
[_] INDIVIDUAL - If registration desired matches mailing information above,
check box at left; otherwise, complete owner's name, address and Social Security
number below.
[_] JOINT - In addition to the owner's information, add joint owner's name
below. Joint accounts will be presumed to be joint tenants unless restricted by
applicable state law or otherwise indicated. Only one Social Security number is
required for tax reporting.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------- -------------------------------------------
Owner's or Joint Owner's First Name MI Last Name Owner's Social Security Number
- --------------------------------------------------------------------------- -------------------------------------------
Street Address (Do not use P.O. Box.) Apt. Number Owner's Daytime Telephone Number
- ---------------------------------------------------------------------------
City State Zip
- ---------------------------------------------------------------------------
Joint Owner's First Name MI Last Name
</TABLE>
[_] CUSTODIAL - A minor is the beneficial owner of the account with an adult
custodian managing the account until the minor becomes of age, as specified in
the Uniform Gifts/Transfers to Minors Act in the minor's state of residence.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------- -------------------------------------------
Minor's First Name MI Last Name Minor's Social Security Number and
State of Residence
- ---------------------------------------------------------------------------
Custodian's First Name MI Last Name
[_] TRUST - A trust account is established through a trust agreement.
- ------------------------------------------ --------------------------------------------------------------------------------
Trustee Name Name of Trust Trust Date Tax ID Number
[_] CORPORATION, PARTNERSHIP OR OTHER ENTITY
__________________________________________ _____________________________________
Business Name Tax ID Number
</TABLE>
SECTION 2. AUTHORIZATION
- -------------------------------------------------------------------------------
I wish to participate in ResourcesDirect, the AGL Resources Inc. Direct Stock
Purchase and Dividend Reinvestment Plan. By signing below, I hereby authorize
and appoint Wachovia Bank of North Carolina, N.A. ("Wachovia"), as my agent, to
apply the enclosed investment and/or future investments to purchase shares of
common stock of AGL Resources Inc., and on request to sell shares in my account.
Also, I understand that my participation in ResourcesDirect is subject to the
terms and conditions set forth in the prospectus, which I already have received,
describing ResourcesDirect and that I may withdraw from ResourcesDirect by
notifying Wachovia in writing.
Under penalties of perjury, I also certify the following: The number shown on
this form is my/our Social Security Number or Tax ID Number; I am not subject to
backup withholding because if have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding. (Check here ______ if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax returns.)
IF YOU ARE AN EXISTING SHAREHOLDER OF RECORD, PLEASE SIGN EXACTLY AS THE
NAME(S) APPEAR(S) ON THE STOCK CERTIFICATE(S). ALL JOINT OWNERS MUST SIGN.
__________________________________ ________________________________________
Signature Date Signature Date
TAKE ADVANTAGE OF ADDITIONAL PLAN FEATURES, INCLUDING DIVIDEND REINVESTMENT, BY
COMPLETING SECTION 3 ON THE REVERSE SIDE.
<PAGE>
RESOURCESDIRECT(TM)
INITIAL INVESTMENT
AND AUTHORIZATION FORM
SECTION 3. ADDITIONAL FEATURES
- -------------------------------------------------------------------------------
[_] I do not wish to reinvest the dividends paid on my shares of AGL Resources
common stock or take advantage of any of the other features of the plan.
SELECTING ADDITIONAL FEATURES OF THE PLAN
Please check the boxes that apply and complete any additional information, as
requested.
DIVIDEND REINVESTMENT
[_] FULL REINVESTMENT - I wish to reinvest the dividends paid on all current or
future shares of AGL Resources common stock registered in my name, with the
option of making cash payments ($25 minimum/$5,000 maximum) per month.
[_] PARTIAL REINVESTMENT - I wish to reinvest the dividends paid only on ______
(number) current or future shares of AGL Resources common stock registered in my
name, with the option of making cash payments ($25 minimum/$5,000 maximum) per
month.
OPTIONAL CASH PURCHASES
[_] As a shareholder of record, I wish to purchase shares of AGL Resources
common stock by making only optional cash payments ($25 minimum/$5,000 maximum)
per month.
AUTOMATIC INVESTMENT
[_] As a shareholder of record, I wish to purchase shares of AGL Resources
common stock by authorizing automatic monthly debits from my U.S. personal bank
account.
By completing the information below, I authorize Wachovia to debit automatically
my account at the financial institution indicated below. Upon receipt of this
properly completed form, Wachovia will invest the deducted amount in shares of
AGL Resources common stock on a monthly basis. I understand this authorization
will be in effect until I stop this feature by notifying Wachovia in writing.
The notice to stop deductions must be given to Wachovia by the 15th of the month
in order to prevent the drafting of my account on the 25th of the month.
. Choose the type of account you wish to debit: [_] Checking [_] Savings
. Indicate the amount you want Wachovia to draft
from your bank account: $ .00 per month ($25 min./$5,000 max.)
--------
Deduction will occur (#) of banking days prior to the Investment Date.
. Indicate the date of the month you want
Wachovia to debit your bank account: [_] 1st [_] 15th
<TABLE>
<S> <C>
- ------------------------------------------------------------------ --------------------------------------------------------
Name of Your Financial Institution ABA Routing Number
- ------------------------------------------------------------------ -------------------- -----------------------------------
Mailing Address of Financial Institution Bank Account Number Bank Telephone, including area code
- ------------------------------------------------------------------
City State Zip
- ------------------------------------------------------------------
Signature as it Appears on Your Bank Account
</TABLE>
TO ASSIST US IN VERIFYING YOUR ACCOUNT INFORMATION, PLEASE ATTACH A VOIDED CHECK
OR SAVINGS ACCOUNT DEPOSIT SLIP. If you do not have a voided check and the
account you are indicating is either a savings or credit union account, it is
important that you have a financial representative verify the information before
you return this form.
GIFTS
[_] I am interested in making gifts of AGL Resources common stock that I own
through ResourcesDirect. Please send me a Gift/Transfer Form.
MAIL THIS FORM IN THE POSTAGE-PAID ENVELOPE TO:
Wachovia Shareholder Services
P.O. Box 8218
Boston, MA 02266-8218
. To obtain a copy of the ResourcesDirect prospectus or any other
related forms, call 1-800-866-1543.
You may call anytime -- 24 hours a day, 7 days a week.
. If you have questions about your account, call 1-800-633-4236,
9 a.m. - 5 p.m. Eastern Time, Monday-Friday.
