<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1997
REGISTRATION NO. 333-
================================================================================
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. RETIREMENT SAVINGS PLUS 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 (1)(2) Offering Aggregate Fee (3)
Registered (1) Price Per Offering
Share (3) Price (3)
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<S> <C> <C> <C> <C>
Common Stock,
par value $5.00
per share 3,000,000 $19.375 $58,125,000 $17,613.64
================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the AGL Resources Inc. Retirement Savings
Plus Plan (the "RSP Plan").
(2) The shares of Common Stock being registered represent the estimated number
of shares of Common Stock which may be purchased with employer and employee
contributions or distributed pursuant to the RSP Plan. 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 RSP Plan become operative.
(3) The offering prices of the shares which may be acquired in the future under
the RSP Plan are not presently determinable. The offering price for such
shares is estimated pursuant to Rule 457(c) and (h) solely for the purpose
of calculating the registration fee and is 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 May 8,
1997.
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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") or the AGL Resources Inc. Retirement Savings Plus Plan (the
"RSP Plan") 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 RSP Plan's Annual Report on Form 11-K for the year ended
December 31, 1995;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996; and
4. 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 March 12, 1996.
All reports and other documents subsequently filed by the Company or
the RSP Plan 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 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 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, while acting in
his official capacity as a director, acted in a manner he reasonably believed in
good faith to be in the best interest of the Company or, if not acting in his
official capacity, acted in a manner he
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reasonably believed in good faith was at least not opposed to the best interests
of the corporation 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
wholly 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 the disinterested members of the board of directors provided
there are at least two disinterested directors, (ii) by a committee consisting
of two or more disinterested directors duly designated by the disinterested
members (at least two) of the board of 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. The Company may indemnify and advance expenses to an
officer who is not a director except for liability arising from his or her
appropriation, in violation of the officer's duties, of 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. 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 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.
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ITEM 8. EXHIBITS
--------
Undertaking. The Registrant has or will submit the RSP Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify or
continue the qualification of the RSP Plan.
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 and each filing of the RSP Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
THE REGISTRANT.
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
Melanie M. Platt, 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. Retirement Savings Plus 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.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/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.
</TABLE>
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<PAGE>
____________________________________ Director
W. Waldo Bradley
____________________________________ Director
Otis A. Brumby, Jr.
/s/ L.L. Gellersedt, 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.
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<PAGE>
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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, as of May
2, 1997.
AGL RESOURCES INC.
RETIREMENT SAVINGS PLUS PLAN
By: /s/ Robert L. Goocher
--------------------------------
Robert L. Goocher
Member
Administrative Committee
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<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).
<PAGE>
[AGL RESOURCES INC. LETTERHEAD]
May 12, 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-8 in connection with the Retirement
Savings Plus Plan
Ladies and Gentlemen:
I serve as an in-house attorney with AGL Resources Inc., a Georgia
corporation and the 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-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, 3,000,000 shares (the "Shares") of common
stock, par value $5 per share, of Resources which are issuable in connection
with the AGL Resources Inc. Retirement Savings Plus Plan, as amended (the "RSP
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 for Resources, I am generally
familiar with the corporate affairs of Resources and its subsidiaries and the
terms of the RSP 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 RSP 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 Shares pursuant to the RSP Plan. The
<PAGE>
Securities and Exchange Commission
May 12, 1997
Page -2-
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 RSP Plan against payment
in full of the purchase price therefor, if any, will be validly issued, fully
paid and nonassessable.
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 and May 31, 1996, appearing in the Annual Report on Form 10-K of the
Company for the year ended September 30, 1996 and appearing in the Annual Report
on Form 11-K of the Company's Retirement Savings Plus Plan for the year ended
December 31, 1995.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
May 7, 1997
