<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AGL RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[LOGO OF AGL RESOURCES INC. APPEARS HERE]
WALTER M. HIGGINS CONTAINS CORRECTED
Chairman and Chief Executive Officer PROXY STATEMENT
December 29, 1999
To Our Shareholders:
On behalf of the Board of Directors, I am pleased to invite you to attend
our Annual Meeting of Shareholders, which will be held on Friday, February 4,
2000, at our new corporate headquarters: The Biltmore (Georgian Ballroom), 817
West Peachtree Street, Atlanta, Georgia. The meeting will start at 10:00 a.m.,
local time. The formal notice of the Annual Meeting appears on the next page,
and a map with directions for driving and parking or public transportation
(MARTA) is enclosed.
On the ballot at this year's meeting is the Board's proposal to elect four
directors. This proposal is described in the attached Proxy Statement. During
the meeting, we will discuss the proposal as well as 1999 financial results,
our Company's transition to a competitive business environment and our outlook
for fiscal year 2000 and beyond. Directors, officers and other employees of
the Company will be available to answer any questions you may have.
Your views and opinions are very important to us. Even if you are unable to
attend the Annual Meeting, please review the enclosed Annual Report and Proxy
Statement.
Your vote also is very important to us. Regardless of the number of shares
you own, please vote. All shareholders can vote by written proxy card. And for
the first time, all shareholders of record and many shareholders whose shares
are held in street name also can vote by proxy via the Internet
(http://www.eproxyvote.com/atg) or by telephone (toll-free at 1.877.779.8683).
These various options for voting are described on the enclosed proxy card.
Also for the first time you may view a copy of our proxy materials and annual
report on our website at www.aglresources.com.
We look forward to seeing you at our first Annual Meeting of the new
millennium.
Sincerely,
[SIGNATURE OF WALTER M. HIGGINS APPEARS HERE]
<PAGE>
[LOGO OF AGL RESOURCES INC. APPEARS HERE]
817 West Peachtree Street, N.W.
Atlanta, Georgia 30308
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 4, 2000
----------------
To Our Shareholders:
The Annual Meeting of Shareholders of AGL Resources Inc. ("AGL Resources")
will be held at our new corporate headquarters: The Biltmore (Georgian
Ballroom), 817 West Peachtree Street, Atlanta, Georgia, on Friday, February 4,
2000, at 10:00 a.m., local time. The following items of business will be
considered at the meeting:
1. A proposal to elect one director to serve until the 2002 Annual Meeting
of Shareholders, and to elect three directors to serve until the 2003
Annual Meeting of Shareholders.
2. Such other business as properly may come before the Annual Meeting or
any adjournments thereof.
The Board of Directors does not know of any other business to be voted upon by
the shareholders at the Annual Meeting.
The attached Proxy Statement discusses the proposal set forth above. The
Board of Directors has fixed the close of business on November 26, 1999, as the
record date for the determination of the shareholders entitled to receive
notice of and to vote at this meeting or any adjournment thereof.
If you plan to attend this year's Annual Meeting, please refer to the enclosed
map for directions. Whether or not you plan to attend the Annual Meeting, we
encourage you to vote your shares by proxy. You may vote by proxy via the
Internet, by telephone or by mail. Specific instructions for voting your shares
are described on the enclosed proxy card.
We greatly appreciate the interest expressed by our shareholders, and we are
pleased that in the past so many of you have voted your shares either in person
or by proxy. We hope that you will continue to do so and urge you to vote as
soon as possible.
By Order of the Board of Directors
/s/ Melanie McGee Platt
Melanie McGee Platt
Corporate Secretary
Atlanta, Georgia
December 29, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Voting Information....................................................... 1
Election of Directors.................................................... 3
Governance of the Company................................................ 7
Director Compensation.................................................... 9
Beneficial Ownership of Securities....................................... 10
Executive Compensation................................................... 12
Other Matters Involving Directors and Executive Officers................. 19
Nominating and Compensation Committee Report............................. 21
Stock Performance Graph.................................................. 24
General Information...................................................... 25
</TABLE>
<PAGE>
[LOGO OF AGL RESOURCES INC. APPEARS HERE]
817 West Peachtree Street, N.W.
Atlanta, Georgia 30308
----------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 4, 2000
VOTING INFORMATION
Purpose
This Proxy Statement and the accompanying proxy card are being mailed to
shareholders of AGL Resources Inc. ("AGL Resources" or the "Company") beginning
on December 29, 1999. The AGL Resources Board of Directors is soliciting
proxies to be used at the 2000 Annual Meeting of Shareholders (the "Annual
Meeting"), which will be held on Friday, February 4, 2000. We are soliciting
proxies to give all shareholders of record an opportunity to vote on matters to
be presented at the Annual Meeting. In the following pages of this Proxy
Statement, you will find information on matters to be voted upon at the Annual
Meeting or any adjournment of that meeting.
Who Can Vote
All shareholders of record of AGL Resources Common Stock, $5 par value per
share (the "Common Stock"), as of the close of business on November 26, 1999,
are entitled to vote at the Annual Meeting. Each outstanding share of Common
Stock is entitled to one vote on each matter on which the shareholders vote.
Quorum and Shares Outstanding
A majority of the outstanding shares of AGL Resources Common Stock must be
present, either in person or represented by proxy, in order to obtain a quorum
and conduct the Annual Meeting. In order to determine whether a quorum is
present at the Annual Meeting, the number of votes "for" and abstentions
(including instructions to withhold authority to vote) will be counted. On
November 26, 1999, 56,991,789 shares of AGL Resources Common Stock were
outstanding and eligible to be voted at the Annual Meeting.
Required Votes - Election of Directors
In voting for the proposal to elect the directors (Item 1 on the proxy card),
shareholders may vote in favor of the nominees, withhold their votes as to the
nominees, or withhold their votes as to specific nominees. Georgia law governs
the voting on this proposal, and requires that directors be elected by a
plurality of votes. Under Georgia law, votes that are withheld will not be
counted and will have no effect.
Voting of Shares
General Information. All properly signed and returned proxy cards and all
proxies properly voted by telephone or via the Internet, which are not later
revoked, will be voted according to your instructions. Except as described in
the following paragraph, proxies that are signed and returned without voting
instructions will be voted "FOR" the election of the nominee directors.
<PAGE>
You may have shares credited in the Retirement Savings Plus Plan ("RSP Plan")
and/or the Leveraged Employee Stock Ownership Plan ("LESOP"). (Although the
LESOP was terminated this year, there are approximately 60 participants who
have not been located and who are eligible to vote their LESOP shares.) If (i)
you do not return the proxy card for those plan shares or (ii) you properly
sign and return that proxy card but do not specify how you want your plan
shares voted, the trustee will vote your plan shares as follows. Unvoted RSP
Plan shares will be voted, according to the instructions of the Administrative
Committee of the plan, "FOR" the election of the nominee directors, and unvoted
LESOP shares will be voted in the same proportion as the LESOP shares that are
voted by its participants. To the extent that a participant does not vote LESOP
shares, such unvoted LESOP shares will be voted, according to the instructions
of the Administrative Committee of the plan, "FOR" the election of the nominee
directors.
All shareholders of record may vote their shares in person at the Annual
Meeting. If your shares are held in street name or by a brokerage firm, you
must either direct the record holder as to how to vote your shares or obtain a
proxy from the record holder to vote at the Annual Meeting. If you have shares
credited in the RSP Plan and/or the LESOP, only the trustee can vote your plan
shares even if you attend the Annual Meeting in person.
Voting by Written Proxy Card. All shareholders may vote their shares by
completing, signing and returning their enclosed proxy card(s).
Voting by Telephone or via the Internet. Telephone and Internet voting
procedures are designed to authenticate shareholders' identities, allow
shareholders to vote their shares and confirm that their instructions have been
properly recorded. Specific instructions to be followed by shareholders of
record or shareholders of plan shares who are interested in voting by telephone
or via the Internet are set forth on the proxy card. In many cases, street name
shareholders also may vote by telephone or via the Internet by following
instructions provided by their broker or bank.
Revoking a Proxy. You may change your vote at any time before the Annual
Meeting by voting again by telephone or via the Internet or signing and
returning another proxy card with a later date. Shareholders of record also may
attend the Annual Meeting and vote in person. Attendance at the Annual Meeting
will not in and of itself constitute a revocation of a proxy.
Tabulation of Votes
Your shares will be voted according to your instructions. If your AGL
Resources shares are held in street name or by a brokerage firm and you do not
give voting instructions, your brokerage firm, under certain circumstances, may
vote your shares. When a brokerage firm votes its customers' unvoted shares,
the shares are counted for purposes of establishing a quorum. When a brokerage
firm is prohibited from voting on certain proposals, the shares are not counted
for purposes of establishing a quorum and are not considered as votes cast for
or against a proposal.
We encourage you to provide voting instructions to your brokerage firm. This
ensures that your shares will be voted at the Annual Meeting.
Costs of Solicitation
AGL Resources will pay the expenses of soliciting proxies. Proxies may be
solicited on our behalf by directors, officers and employees, in person or by
telephone, facsimile or electronic transmission. Directors, officers and
employees will not be paid for those services. AGL Resources has hired
Corporate Investor Communications, Inc. ("CIC"), a proxy solicitation firm, to
assist in the distribution and solicitation of proxies. We will pay CIC
approximately $5,000, plus reasonable out-of-pocket disbursements, for those
services.
Shareholder Account Maintenance
Our transfer and shareholder services agent is EquiServe Trust Company, N.A.
All communications concerning accounts for shareholders of record, including
address changes, name changes, inquiries to transfer shares and similar issues
can be handled by making a toll-free call to the AGL Resources Shareholder
Services number at 1-800-633-4236.
2
<PAGE>
ELECTION OF DIRECTORS (Item 1 on the Proxy Card)
The Board of Directors presently consists of twelve members. The Board is
divided into three classes, with the directors in each class serving a three-
year term. At the Annual Meeting, there are four directors who have been
nominated to stand for re-election as directors.
The Board of Directors has nominated Otis A. Brumby, Jr., Robert S. Jepson,
Jr., Wyck A. Knox, Jr. and Dennis M. Love for election as directors at the
Annual Meeting. Messrs. Brumby, Jepson, Knox and Love presently are members of
the Board of Directors whose terms are scheduled to end at the Annual Meeting.
Each of the nominees has agreed to serve as a director if elected by the
shareholders. If elected, Mr. Jepson will hold office until the Annual Meeting
of Shareholders in the year 2002, and Messrs. Brumby, Knox and Love each will
serve a three-year term which will end at the Annual Meeting of Shareholders in
the year 2003.
If any nominee becomes unable to stand for election, the proxies will vote
all valid proxies for the election of the remaining nominees and for any
substitute nominee named by the Board, or will allow the vacancy to remain open
until filled by the Board, or will reduce the authorized number of directors,
as the Board recommends.
Additionally, two directors, David R. Jones and Albert G. Norman, Jr., are
not standing for re-election. Mr. Jones, our former Chairman of the Board,
retired from the Company effective June 1, 1999 and will retire from the Board
effective February 4, 2000. Mr. Norman will retire, effective February 4, 2000,
in accordance with the Board policy that states that directors may not stand
for re-election after they have reached the age of 70.
Set forth below is information as of December 1, 1999 about the four director
nominees and all other current directors whose terms of office will continue
after the Annual Meeting. Unless otherwise stated, all directors have been
engaged in their principal occupations for more than the past five years.
Nominees For Election:
Otis A. Brumby, Jr., Chairman of the Board and Chief
Executive Officer of The Marietta Daily Journal and
Neighbor Newspapers, Inc. since October 1993 and
previously President and Publisher of The Marietta Daily
Journal and Neighbor Newspapers from March 1965 until
October 1993; director of First Union - Georgia.
Mr. Brumby, 59, has been a director since 1990.
[Otis A. Brumby, Jr.
Photo]
Robert S. Jepson, Jr., Chairman and Chief Executive
Officer of Jepson Associates, Inc. since 1989; Chairman
and Chief Executive Officer of Jepson Vineyards Ltd.;
Chairman and Chief Executive Officer of Kuhlman
Corporation from 1993 until 1999; director of Circuit
City Stores, Inc. Mr. Jepson, 57, has been a director
since May 1999.
[Robert S. Jepson, Jr.
Photo]
3
<PAGE>
[Wyck A. Knox, Jr.
Photo]
Wyck A. Knox, Jr., Partner in and Chairman of the
Executive Committee of the law firm of Kilpatrick
Stockton LLP; Chairman and Chief Executive Officer of
Knox-Rivers Construction Company from 1976 until 1995;
director of First Union - Georgia. Mr. Knox, 59, has
been a director since November 1998.
[Dennis M. Love
Photo]
Dennis M. Love, President of Printpack Inc. since 1987;
director of SunTrust Banks of Georgia, Inc., SunTrust
Bank, Atlanta, and Caraustar Industries, Inc. Mr. Love,
44, has been a director since October 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NOMINEES.
----------------
4
<PAGE>
Directors Whose Terms Continue Until The Annual Meeting In The Year 2001:
[D. Raymond
Riddle Photo]
D. Raymond Riddle, Retired Chairman of the Board and
Chief Executive Officer of National Service Industries,
Inc. ("NSI") effective February 1996; Chairman of the
Board and Chief Executive Officer of NSI from September
1994 until February 1996; President and Chief Executive
Officer of NSI from January 1993 until September 1994;
Executive Vice President of Wachovia Corporation and
President and Chief Executive Officer of Wachovia Bank
of Georgia, N.A. and Wachovia Corporation of Georgia
from May 1987 until January 1993; director of Atlantic
American Corporation, Equifax, Inc. and Gables
Residential Trust. Mr. Riddle, 66, has been a director
since 1978.
[Dr. Betty L.
Siegel Photo]
Dr. Betty L. Siegel, President of Kennesaw State
University; director of Equifax, Inc. and National
Service Industries, Inc. Dr. Siegel, 68, has been a
director since 1986.
[Ben J. Tarbutton,
Jr. Photo]
Ben J. Tarbutton, Jr., Vice President of Sandersville
Railroad Co. Mr. Tarbutton, 69, has been a director
since 1983.
[Felker W. Ward,
Jr. Photo]
Felker W. Ward, Jr., Chairman of Pinnacle Investment
Advisors, Inc., an investment banking firm and wholly-
owned subsidiary of Ward and Associates, Inc., since
January 1994; President of Ward and Associates, Inc., an
investment banking firm, from January 1988 until January
1998; Vice Chairman of Concessions International, Inc.
("Concessions") since 1997; President of Concessions
from 1979 until 1997; director of Fidelity National
Bank, Shoney's, Inc. and Abrams Industries, Inc. Mr.
Ward, 66, has been a director since 1988.
5
<PAGE>
Directors Whose Terms Continue Until The Annual Meeting In The Year 2002:
[Frank Barron,
Jr. Photo]
Frank Barron, Jr., Vice President of Public Affairs of
Rome Coca-Cola Bottling Company and previously officer
and director of seven Coca-Cola Bottling Companies in
Georgia. Mr. Barron, 67, has been a director since 1983.
[Walter M.
Higgins Photo]
Walter M. Higgins, Chairman of the Company since June
1999; President and Chief Executive Officer of the
Company since January 1998; Chairman and Chief Executive
Officer of Atlanta Gas Light Company ("AGLC"), a
wholly-owned subsidiary of the Company, since January
1998; Chairman of the Board, President and Chief
Executive Officer of Sierra Pacific Resources ("Sierra
Pacific") from January 1994 until January 1998;
President and Chief Executive Officer of Sierra Pacific
Power Company, a wholly-owned subsidiary of Sierra
Pacific, from February 1994 until January 1998;
President and Chief Operating Officer of Sierra Pacific
from November 1993 until January 1994; director of UTILX
Corporation and AEGIS Insurance Services. Mr. Higgins,
55, has been a director since February 1998.
6
<PAGE>
GOVERNANCE OF THE COMPANY
Board of Directors
The business affairs of AGL Resources are managed under the direction of the
Board of Directors in accordance with the Georgia Business Corporation Code,
AGL Resources' Articles and its Bylaws. Members of the Board are kept informed
through reports routinely presented at Board and committee meetings by the
Chief Executive Officer and other officers, and through other means. The Board
of Directors held nine meetings in fiscal 1999. Each director, except Dr. Betty
L. Siegel, attended 75% or more of all Board and committee meetings.
Committees Established by the Board
The Board of Directors has established the committees described below to
assist it in discharging its duties. Actions taken by any committee of the
Board are reported to the Board, usually at the Board meeting next following a
committee meeting. Committee members are listed below. Biographical information
about each of the directors is described above, at "Election of Directors."
Committee Members of the Board
<TABLE>
<CAPTION>
Corporate Nominating &
Audit* Responsibility Executive Compensation* Strategy & Finance
------ -------------- --------- ------------- ------------------
<S> <C> <C> <C> <C>
O.A. Brumby, Jr., Chair F. Barron, Jr., Chair W.M. Higgins, Chair D.R. Riddle, Chair F.W. Ward, Jr., Chair
F. Barron, Jr. O.A. Brumby, Jr. F. Barron, Jr. F. Barron, Jr. W.M. Higgins
R.S. Jepson, Jr. W.M. Higgins O.A. Brumby, Jr. R.S. Jepson, Jr. R.S. Jepson, Jr.
D.M. Love D.R. Jones D.R. Jones B.L. Siegel D.R. Jones
D.R. Riddle W.A. Knox, Jr. D.R. Riddle B.J. Tarbutton, Jr. W.A. Knox, Jr.
B.L. Siegel D.M. Love B.J. Tarbutton, Jr. F.W. Ward, Jr. A.G. Norman, Jr.
A.G. Norman, Jr. F.W. Ward, Jr. B.J. Tarbutton, Jr.
</TABLE>
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* Composed entirely of non-employee, non-affiliated directors.
Audit Committee
The Audit Committee met four times in fiscal 1999. Its principal duties and
responsibilities are to:
. Consider the choice of the Company's independent public accountants.
. Review the planned scope of the audit and the results of the audit.
. Review the results of the Company's internal audit program.
. Convey information between the Board of Directors and the Company's
independent public accountants and auditors.
Corporate Responsibility Committee
The Corporate Responsibility Committee met two times in fiscal 1999. Its
principal duties and responsibilities are to:
. Make periodic reviews of pension plans (including the investment of
funds).
. Identify and monitor broad governmental, social and environmental trends
that could affect the Company's performance and the related interests of
its employees, shareholders, customers and the general public.
7
<PAGE>
. Review and monitor matters relating to employee and community health and
safety.
. Review and monitor corporate policy with respect to charitable giving.
Executive Committee
The Executive Committee did not meet in fiscal 1999. The Executive Committee
may meet during intervals between Board meetings and has all the authority of
the Board, subject to limitations imposed by law or the Company's Bylaws.
Nominating and Compensation Committee
The Nominating and Compensation Committee met five times in fiscal 1999. Its
principal duties and responsibilities are to:
. Review and develop management succession and executive development
plans.
. Recommend for election the officers of the Company and AGLC and the
presidents of each of the other principal subsidiaries of the Company.
. Review the performance of and recommend the appropriate compensation
level for those officers, including base salaries, long-term incentive
compensation, other incentive compensation, and benefits.
. Review and recommend any changes in the Company's various benefit
programs.
. Review the compensation paid to the members of the Company's Board of
Directors and make recommendations for adjustments, as appropriate.
. Identify and recommend the nominees for election to the Board.
Although the Nominating and Compensation Committee has not established any
formal procedures for considering nominees recommended by shareholders, it will
consider any nominees.
Strategy and Finance Committee
The Strategy and Finance Committee met three times in fiscal 1999. Its
principal duties and responsibilities are to:
. Consider and make recommendations about short- and long-term business
objectives and strategies; strategic business combinations; the
Company's entry into new businesses; the Company's operating plans and
budgets; and the Company's capitalization, financing plans, and dividend
policy.
8
<PAGE>
DIRECTOR COMPENSATION
Fees and Other Compensation
Each non-employee director of the Company receives an annual retainer for
services as a director, which is paid in accordance with the terms of the AGL
Resources Inc. 1996 Non-Employee Directors Equity Compensation Plan, as set
forth in the following paragraph. In addition, each non-employee director
receives $1,000 for attendance at each meeting of the Board and any standing
committee of which he or she is a member. Directors are reimbursed for
reasonable expenses incurred in connection with attendance at meetings of the
Board and committees. Any director who is an officer or employee of the Company
does not receive any compensation for his or her services as a director or as a
member of a standing committee of the Board.
1996 Non-Employee Directors Equity Compensation Plan. All non-employee
directors participate in the AGL Resources Inc. 1996 Non-Employee Directors
Equity Compensation Plan (the "Directors Plan"). The Directors Plan provides
for an automatic grant to each non-employee director on the first day of each
annual service term of (i) an award of AGL Resources Common Stock equal in fair
market value on such date to the $16,000 annual retainer payable to each
director and (ii) a nonqualified stock option to purchase the same number of
shares of Common Stock as are awarded on such date in payment of the retainer.
The per share option exercise price is equal to the fair market value of the
Company's Common Stock on the date of grant of the option. The stock award may
not be sold or transferred until the expiration of six months from the date of
issuance. Directors realize value from option grants only to the extent that
the fair market value of the Common Stock of the Company on the date of
exercise of the option exceeds the fair market value of the Common Stock on the
date of grant. Additionally, the Directors Plan allows a non-employee director
to make an advance irrevocable election to defer receipt of meeting fees under
the Common Stock Equivalent Plan described below.
For the 1999 annual term of service, Dr. Siegel and Messrs. Barron, Brumby,
Knox, Norman, Riddle, Tarbutton and Ward each were granted stock awards for 826
shares. The share amount was calculated by dividing the $16,000 annual retainer
fee by $19.375, the then current per share fair market value of AGL Resources
Common Stock. Each of these directors also was granted an option to purchase
826 shares at $19.375 per share. In addition, Messrs. Jepson and Love,
directors who were elected in May 1999 and October 1999, respectively, received
a stock award for 648 shares and an option to purchase 648 shares at $18.75 per
share and a stock award for 329 shares and an option to purchase 329 shares at
$16.25 per share, respectively. (See "Beneficial Ownership of Securities"
below.)
1998 Common Stock Equivalent Plan for Non-Employee Directors. In order to
further encourage ownership of AGL Resources Common Stock by directors, the
Company also maintains the Common Stock Equivalent Plan for Non-Employee
Directors. The plan became effective in January 1998 and allows non-employee
directors to invest their meeting fees in common stock equivalents. Common
stock equivalents are bookkeeping entries that track the performance of AGL
Resources Common Stock and are not actual shares of stock. The bookkeeping
entries reflect fluctuations based on AGL Resources Common Stock price changes,
dividends, stock splits and other capital changes. At the end of their board
service, directors receive a cash distribution based on the value of their
common stock equivalents and dividends.
Deferred Compensation Plan for Corporate Directors. The Company also
maintains the AGL Resources Inc. Deferred Compensation Plan for Corporate
Directors. Under this plan, a non-employee director may defer receipt of
meeting fees. Deferred fees are credited during the calendar year and accrue
interest at a rate equal to the rate applicable to the first auction of 26-week
Treasury Bills during the calendar year.
Generally, a participant will receive payment of his or her benefit under the
plan in a lump sum or in a series of five annual cash installments, beginning
after such participant attains age 70 or after the director otherwise retires
from service on the Board. The total amount of the cash payment(s) is (are)
determined by the amount of fees deferred plus the interest accrued thereon. If
a director dies before receiving full payment of his or her benefit under the
plan, the remaining amount will be paid to the beneficiary designated by the
director.
9
<PAGE>
BENEFICIAL OWNERSHIP OF SECURITIES
Directors and Executive Officers
The following table sets forth certain information as of September 30, 1999
about the ownership of AGL Resources Common Stock by each director and director
nominee, by each executive officer named in the Summary Compensation Table who
is not a director (collectively, the "named executive officers") and by all
executive officers and directors as a group, based on information furnished to
the Company.
<TABLE>
<CAPTION>
"Shares" and
Beneficial "Share
Ownership Equivalents"
as of Held Under
September 30, Deferral
Name 1999(1)(2)(3) Plans(4) Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank Barron, Jr. 45,645 1,337 46,982
- -------------------------------------------------------------------------------
Otis A. Brumby, Jr. 33,427 1,480 34,907
- -------------------------------------------------------------------------------
Walter M. Higgins 304,337 1,413 305,750
- -------------------------------------------------------------------------------
Robert S. Jepson, Jr. 11,930 0 11,930
- -------------------------------------------------------------------------------
David R. Jones 295,071 3,841 298,912
- -------------------------------------------------------------------------------
Wyck A. Knox, Jr. 3,092 593 3,685
- -------------------------------------------------------------------------------
Albert G. Norman, Jr. 24,264 591 24,855
- -------------------------------------------------------------------------------
D. Raymond Riddle 11,927 1,433 13,360
- -------------------------------------------------------------------------------
Dr. Betty L. Siegel 12,525 1,164 13,689
- -------------------------------------------------------------------------------
Ben J. Tarbutton, Jr. 15,217 1,504 16,721
- -------------------------------------------------------------------------------
Felker W. Ward, Jr. 23,635 1,326 24,961
- -------------------------------------------------------------------------------
Michele H. Collins 5,102 0 5,102
- -------------------------------------------------------------------------------
J. Michael Riley 79,802 719 80,521
- -------------------------------------------------------------------------------
Paula G. Rosput 57,811 0 57,811
- -------------------------------------------------------------------------------
Paul R. Shlanta 43,849 0 43,849
- -------------------------------------------------------------------------------
Charles W. Bass 168,358 2,957 171,315
- -------------------------------------------------------------------------------
Richard H. Woodward 98,935 1,167 100,102
- -------------------------------------------------------------------------------
All executive officers and directors as
a group (18 persons)(5) 1,292,304 19,532 1,311,836
</TABLE>
- --------
(1) As of September 30, 1999, no individual director, director nominee or
executive officer of the Company owned beneficially 1% or more of the
outstanding Common Stock of the Company. Additionally, as of September 30,
1999, all executive officers and directors as a group owned beneficially
2.3% of the outstanding Common Stock of the Company. Beneficial ownership
as reported in this Proxy Statement has been determined in accordance with
regulations of the Securities and Exchange Commission (the "Commission")
and includes shares of Common Stock which may be acquired within 60 days
upon the exercise of outstanding stock options and excludes "shares" and
"share equivalents" held under deferral plans. Except as otherwise
indicated in footnote (2) below, all executive officers, directors and
director nominees have sole voting and investment power with respect to the
shares shown.
10
<PAGE>
(2) With regard to Mr. Jones, the shares shown include 94,645 shares for which
he shares voting and investment power and 1,557 shares which are held of
record by the spouse of Mr. Jones as to which he disclaims beneficial
ownership; with regard to Mr. Norman, the shares shown include 5,008 shares
for which he shares voting and investment power; with regard to Mr. Riley,
the shares shown include 2,600 shares for which he shares voting and
investment power; with regard to Mr. Bass, the shares shown include 5,116
shares for which he shares voting and investment power; and with regard to
the group, the shares shown include 116,885 shares held with shared voting
and investment power and 1,557 shares held of record by the spouse of a
member of the above-referenced group as to which beneficial ownership is
disclaimed.
(3) For the non-employee directors, the shares shown include (i) 6,618 shares
which may be acquired by each of Messrs. Barron, Brumby, Norman, Riddle,
Tarbutton and Ward and Dr. Siegel, 1,280 shares which may be acquired by
Mr. Jepson and 2,030 shares which may be acquired by Mr. Knox upon exercise
of stock options granted under the Directors Plan (a total of 49,636
shares), and (ii) 170,384 shares which may be acquired by Mr. Jones (former
Chairman of the Board) upon exercise of stock options granted under the
Long-Term Stock Incentive Plan of 1990 (the "LTSIP").
For the named executive officers, the shares shown include shares which may
be acquired upon exercise of stock options granted under the LTSIP as
follows: Mr. Higgins - 268,235 shares; Ms. Collins - 0 shares; Mr. Riley -
63,512 shares; Ms. Rosput - 47,765 shares; Mr. Shlanta - 41,764 shares;
Mr. Bass - 127,938 shares; and Mr.Woodward - 70,398 shares.
For all executive officers and directors as a group, the shares shown
include an aggregate of 878,399 shares which may be acquired upon the
exercise of stock options granted under the Directors Plan and the LTSIP.
(4) Represents shares of AGL Resources Common Stock, AGL Resources Common Stock
Equivalents and accrued dividends held under deferral plans. The amounts
deferred track the performance of AGL Resources Common Stock and are
payable in cash. The shares and share equivalents may not be voted or
transferred.
(5) Excludes holdings by Mr. Love, a director elected October 5, 1999 and a
nominee for election as a director. As of the date of his election as a
director, Mr. Love beneficially owned 658 shares of AGL Resources Common
Stock.
Beneficial Owners of More Than 5% of Voting Stock
The following table sets forth certain information as of September 30, 1999
about the ownership of AGL Resources Common Stock by persons known by AGL
Resources to be the beneficial owners of more than 5% of AGL Resources' issued
and outstanding Common Stock.
<TABLE>
<CAPTION>
Amount and
Nature
of Beneficial Percent
Name and Address of Beneficial Owner Ownership of Class
- --------------------------------------------------------------------------
<S> <C> <C>
AGL Resources Inc. Retirement Savings Plus Plan 4,878,818 8.54%
P.O. Box 4569
Atlanta, Georgia 30302
- --------------------------------------------------------------------------
American Century Investments 4,209,400(1) 7.37%
4500 Main Street
Kansas City, Missouri 64111
</TABLE>
- --------
(1) Based on a Schedule 13F dated September 30, 1999, in which American Century
Investments reported that it had sole voting power over all of such shares.
11
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
Table 1 shows, for the last three fiscal years, the total compensation paid
to or accrued by the Company for each of the named executive officers.
TABLE 1: SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ ------------------------
FISCAL YEAR OTHER RESTRICTED SECURITIES ALL OTHER
ENDED ANNUAL STOCK UNDERLYING COMPEN-
NAME AND PRINCIPAL SEPTEMBER SALARY BONUS COMPENSATION AWARDS OPTIONS SATION
POSITION 30 ($)(1) ($)(2) ($)(3) ($)(4) (#)(5) ($)(6)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
WALTER M. HIGGINS 1999 $542,309 $ 0 $127,369 $ 0 77,647 $43,047
Chairman, Chief Executive 1998 350,003 750,000 75,144 401,250 200,000 29,442
Officer and President 1997 -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------
MICHELE H. COLLINS 1999 123,846 207,000 48,143 95,313 24,400 4,485
Senior Vice President and 1998 -- -- -- -- -- --
Chief Administrative and 1997 -- -- -- -- -- --
Technology Officer
- ---------------------------------------------------------------------------------------------------------
J. MICHAEL RILEY 1999 217,692 0 -- 0 18,118 12,919
Senior Vice President and 1998 191,500 93,635 -- 9,358 9,292 12,805
Chief Financial Offi-
cer(7) 1997 173,808 16,400 -- 17,911 9,499 11,354
- ---------------------------------------------------------------------------------------------------------
PAULA G. ROSPUT 1999 313,846 194,000 148,311 0 27,177 12,000
President and Chief 1998 -- 100,000 -- 155,500 30,000 --
Operating Officer of 1997 -- -- -- -- -- --
AGLC*
- ---------------------------------------------------------------------------------------------------------
PAUL R. SHLANTA 1999 200,000 0 13,926 0 16,471 7,800
Senior Vice President and 1998 -- -- -- 18,125 30,000 --
General Counsel 1997 -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------
CHARLES W. BASS 1999 254,483 0 -- 0 36,894 54,611
(President of 1998 305,769 147,930 -- 30,006 26,087 21,205
AGL Investments, Inc. 1997 277,538 26,000 -- 56,994 24,783 19,485
through July 31,
1999)*(7)
- ---------------------------------------------------------------------------------------------------------
RICHARD H. WOODWARD 1999 171,770 0 -- 0 17,958 39,202
(Senior Vice President 1998 208,039 92,900 -- 10,143 14,655 14,550
through July 31, 1999)(7) 1997 190,273 17,900 -- 19,481 12,537 12,605
</TABLE>
- --------
* A wholly-owned subsidiary of the Company
(1) Includes before-tax contributions for the indicated fiscal years made to
the RSP Plan and the AGL Resources Inc. Nonqualified Savings Plan (the
"NSP").
(2) For fiscal 1999: For Ms. Collins and Ms. Rosput, reflects a one-time
signing incentive paid to defray the loss of income and benefits associated
with their resignations from their respective former employers and a
guaranteed first-year incentive payment.
For fiscal 1998: For Messrs. Riley, Bass and Woodward, reflects annual
incentive compensation earned in fiscal 1998 and paid in fiscal 1999. For
Mr. Higgins, reflects a one-time signing incentive paid to defray the loss
of incentive income and benefits associated with his resignation from his
former employer, $250,000 of which was paid in fiscal 1999.
For fiscal 1997: For Messrs. Riley, Bass and Woodward, reflects annual
incentive compensation earned in 1997 and paid in fiscal 1998.
12
<PAGE>
(3) For fiscal 1999: For Mr. Higgins, Ms. Rosput and Mr. Shlanta, reflects the
reimbursement of taxes related to the vesting of shares of restricted stock
which were issued on a one-time basis on the respective dates of
employment. (See footnote (4) below.) For Ms. Collins and Ms. Rosput,
reflects reimbursements of taxes related to the Company's payment
relocation expenses.
For fiscal 1998: For Mr. Higgins, reflects reimbursement of taxes related
to the Company's payment of relocation expenses. The taxes were incurred in
fiscal 1998 and reimbursed in fiscal 1999.
(4) Dollar amounts shown equal the number of shares of restricted stock
multiplied by the fair market value on the date of grant.
For fiscal 1999, reflects for Ms. Collins a one-time issuance of restricted
stock on the date of her employment which vests in equal installments over
a two-year period. For fiscal 1998, reflects for Mr. Higgins, Ms. Rosput
and Mr. Shlanta one-time issuances of restricted stock on the respective
dates of employment which vest in equal installments over a three-year,
one-year and one-year period, respectively. For fiscal 1998 and 1997, for
Messrs. Riley, Bass and Woodward, the shares of restricted stock issued
vest over a period of up to three years.
The number and value of aggregate stock holdings that are subject to
restriction on September 30, 1999, based on the fair market value of the
Company's Common Stock at September 30, 1999 of $16.25, were as follows:
Mr. Higgins - 13,333 shares ($216,661); Ms. Collins - 5,000 shares
($82,250); Mr. Riley - 910 shares ($14,788); and Messrs. Shlanta, Bass and
Woodward and Ms. Rosput - 0 shares ($-0-). (During fiscal 1999, unvested
shares of restricted stock were forfeited to the Company by Messrs. Bass
and Woodward.) Dividends are paid on all shares of restricted stock at the
same rate as on unrestricted shares. (See "Nominating and Compensation
Committee Report" below.)
(5) Includes grants of reload options pursuant to the LTSIP. For fiscal 1999,
reflects for Ms. Collins a one-time stock option granted on the date of her
employment. For fiscal 1998, reflects for Mr. Higgins, Ms. Rosput and Mr.
Shlanta, a one-time stock option granted on the date of employment.
(6) All Other Compensation paid during fiscal 1999 includes the following: (i)
Company contributions to the RSP Plan: Mr. Higgins - $7,325; Ms. Collins -
$-0-; Mr. Riley - $6,250; Ms. Rosput - $8,800; Mr. Shlanta - $6,800; Mr.
Bass - $4,961; and Mr. Woodward - $5,227; (ii) Company contributions to the
NSP: Mr. Higgins - $15,150; Ms. Collins - $4,485; Mr. Riley - $2,728; Ms.
Rosput - $3,200; Mr. Shlanta - $1,000; Mr. Bass - $5,400; and Mr.
Woodward - $1,523; (iii) premiums paid by the Company for life insurance
policies, any proceeds of which are payable to the respective beneficiaries
designated by the named officers: Mr. Higgins - $20,572; Ms. Collins - $-
0-; Mr. Riley - $3,941; Ms. Rosput - $-0-; Mr. Shlanta - $-0-; Mr. Bass -
$8,306; and Mr. Woodward - $4,820; and (iv) retirement and separation
benefits paid by the Company: Mr. Bass - $13,444 and
Mr. Woodward - $10,260.
(7) During fiscal 1999, Messrs. Bass and Woodward served as President of AGL
Investments, Inc. and Senior Vice President of the Company, respectively,
through July 31, 1999. Mr. Riley served as Senior Vice President and Chief
Financial Officer through October 31, 1999.
13
<PAGE>
Option Grants
Table 2 sets forth information regarding the number and terms of stock
options granted to the named executive officers during the fiscal year ended
September 30, 1999. The Company utilized the Black-Scholes option pricing model
to develop the theoretical values set forth under the "Grant Date Present
Value" column. An officer realizes value from a stock option only to the extent
that the price of AGL Resources Common Stock on the exercise date exceeds the
price of the stock on the grant date. Consequently, there is no assurance that
the value realized by an officer will be at or near the value estimated below.
Those amounts should not be used to predict stock performance.
TABLE 2: OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of
Securities % of Total
Underlying Options
Options Granted to Exercise or Grant Date
Granted Employees in Base Price Expiration Present Value
Name (#)(1) Fiscal Year ($/Sh)(2) Date ($)(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Walter M. Higgins 68,235 10.2% $21.2500 11/9/08 $218,352
9,412(4) 1.4 21.2500 11/9/08 30,118
- --------------------------------------------------------------------------------
Michele H. Collins 18,755 2.8 19.0625 3/1/09 50,451
5,245(4) * 19.0625 3/1/09 14,109
- --------------------------------------------------------------------------------
J. Michael Riley 8,706 1.3 21.2500 11/9/08 27,859
9,412(4) 1.4 21.2500 11/9/08 30,118
- --------------------------------------------------------------------------------
Paula G. Rosput 17,765 2.7 21.2500 11/9/08 56,848
9,412(4) 1.4 21.2500 11/9/08 30,118
- --------------------------------------------------------------------------------
Paul R. Shlanta 7,059 1.1 21.2500 11/9/08 22,589
9,412(4) 1.4 21.2500 11/9/08 30,118
- --------------------------------------------------------------------------------
Charles W. Bass 15,294 2.3 21.2500 11/9/08 48,941
9,412(4) 1.4 21.2500 11/9/08 30,118
5,040(4) 1.0 23.1875 2/1/00 9,526
675(4) * 22.3750 2/1/00 1,276
6,473(4) 1.0 19.0625 2/1/01 11,457
- --------------------------------------------------------------------------------
Richard H. Woodward 7,306 1.1 21.2500 11/9/08 23,379
9,412(4) 1.4 21.2500 11/9/08 30,118
1,240(4) * 19.2500 2/1/01 2,244
</TABLE>
- --------
* Less than one percent
(1) Options were granted to the named executive officers under the LTSIP at
prices equal to the fair market value on the date of grant. Incentive
options are subject to a statutory limitation of $100,000 value of options
first becoming exercisable in a calendar year. Nonqualified stock options
become exercisable six months after the date of grant. Options are subject
to early termination upon the occurrence of certain events related to
termination of employment. All options immediately become exercisable in
the event of a change in control.
(2) The exercise price of options may be paid in cash, by delivery of already-
owned shares of Common Stock of the Company or by any other method approved
by the Nominating and Compensation Committee, which administers the LTSIP.
To the extent that the exercise price of an option is paid with shares of
Common Stock of the Company, a "reload option" will be granted to the
employee. A reload option is an option granted to an employee for the same
number of shares as is exchanged in payment of the exercise price and is
subject to all of the same terms and conditions as the original option
except for the exercise price which is determined on the basis of the fair
market value of the Common Stock of the Company on
14
<PAGE>
the date the reload option is granted. One or more successive reload
options may be granted to an employee who pays for the exercise of a reload
option with shares of Common Stock of the Company.
(3) This represents the estimated present value of stock options, measured at
the date of grant using the Black-Scholes Warrant Valuation Call Option
Model. Unless otherwise noted with respect to specific option grants in the
following paragraphs, this model assumes no dilutive effects and includes
the following underlying assumptions used in developing the grant
valuations: (i) an exercise price equal to the fair market value on the
date of grant; (ii) expected volatility - 20.769%; (iii) annual risk free
rate of return (represents the yield on Treasury notes during the month of
the grant with a maturity date corresponding to the contractual term of the
option) - 4.83%; and (iv) annual dividend yield as of the date of grant -
5.08%. The model also assumes a contractual exercise period for options
granted of ten years.
With respect to the options granted to Ms. Collins, the model assumes the
following: (i) an exercise price equal to the fair market value on the date
of grant; (ii) expected volatility - 20.9463%; (iii) annual risk free rate
of return (represents the yield on Treasury notes during the month of the
grant with a maturity date corresponding to the contractual term of the
option) - 5.23%; and (iv) annual dividend yield as of the date of grant -
5.67%. The model also assumes a contractual exercise period for options
granted of ten years.
With respect to the reload options granted to Mr. Bass, for 5,040, 675 and
6,473 shares, respectively, the model assumes the following: (i) an
exercise price equal to the fair market value on the date of grant;
(ii) expected volatility - 20.723%, 20.6244%, and 20.817%, respectively;
(iii) annual risk free rate of return (represents the yield on Treasury
notes during the month of the grant with a maturity date corresponding to
the contractual term of the option) - 4.52%, 4.52%, and 5.33%,
respectively; and (iv) annual dividend yield as of the date of grant -
4.66%, 4.83%, and 5.67%, respectively. The model also assumes a
contractual exercise period for options granted of 1.08, 1.08, and 1.58
years, respectively.
With respect to the reload option granted to Mr. Woodward for 1,240 shares,
the model assumes the following: (i) an exercise price equal to the fair
market value on the date of grant; (ii) expected volatility - 20.9073%;
(iii) annual risk free rate of return (represents the yield on Treasury
notes during the month of the grant with a maturity date corresponding to
the contractual term of the option) - 5.40%; and (iv) annual dividend yield
as of the date of grant - 5.61%. The model also assumes a contractual
exercise period for the option granted of 1.58 years.
(4) Represents a grant of an incentive stock option.
15
<PAGE>
Option Exercises
Table 3 sets forth information for options exercised by the named executive
officers during fiscal 1999, including the aggregate value of gains on the date
of exercise. The table also sets forth the following: (i) the number of shares
covered by options (both exercisable and unexercisable) as of September 30,
1999; and (ii) the respective values for "in-the-money" options, which
represent the positive spread between the exercise price of existing options
and the fair market value of the Company's Common Stock at September 30, 1999.
TABLE 3: AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Exercises During Year Fiscal Year End
-----------------------------------------------------------------------------------
Number of Securities
Shares Value Underlying Unexercised Value of Unexercised
Name Acquired on Realized ($) Options at Fiscal Year In-the-Money Options at
Exercise (#) End (#) Fiscal Year End ($)(1)
---------------------------
Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Walter M. Higgins -- -- 268,235 9,412 -- --
- --------------------------------------------------------------------------------------------------------
Michele H. Collins -- -- 0 24,000 -- --
- --------------------------------------------------------------------------------------------------------
J. Michael Riley -- -- 62,902 9,412 2,443 --
- --------------------------------------------------------------------------------------------------------
Paula G. Rosput -- -- 47,765 9,412 -- --
- --------------------------------------------------------------------------------------------------------
Paul R. Shlanta -- -- 37,059 9,412 -- --
- --------------------------------------------------------------------------------------------------------
Charles W. Bass 17,593 118,682 127,938 20,196 7,425 --
- --------------------------------------------------------------------------------------------------------
Richard H. Woodward 1,547 5,898 70,398 15,221 3,721 --
- --------------------------------------------------------------------------------------------------------
</TABLE>
- --------
(1) Certain exercisable options held by the named executive officers were not
"in-the-money" at September 30, 1999.
16
<PAGE>
Long-Term Incentive Plan Awards
Table 4 sets forth information concerning long-term awards granted to the
named executive officers during the fiscal year ended September 30, 1999.
Payments of long-term awards are made in shares of AGL Resources Common Stock.
The amount of payment is based on a comparison of AGL Resources' annual growth
in earnings per share and Total Shareholder Return ranking ("TSR") as compared
with the Standard and Poors Utilities Index. The maximum payment may not exceed
200% of the targeted award.
TABLE 4: LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Number of Performance Estimated Future Payouts
Shares, or Other Under Non-Stock
Units Period Price-Based Plans (2)
or Other Until ------------------------------
Rights Maturation Threshold Target Maximum
Name (#)(1) or Payout (#) (#) (#)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Walter M. Higgins 3,882 3 years 1,941 3,882 7,764
- ------------------------------------------------------------------------------
Michele H. Collins -- -- -- -- --
- ------------------------------------------------------------------------------
J. Michael Riley 1,035 3 years 518 1,035 2,070
- ------------------------------------------------------------------------------
Paula G. Rosput 1,506 3 years 753 1,506 3,012
- ------------------------------------------------------------------------------
Paul R. Shlanta 941 3 years 471 941 1,882
- ------------------------------------------------------------------------------
Charles W. Bass 1,412(3) 3 years 706 1,412 2,824
- ------------------------------------------------------------------------------
Richard H. Woodward 955(3) 3 years 478 955 1,910
- ------------------------------------------------------------------------------
</TABLE>
- --------
(1) Performance share awards were granted to the named executive officers under
the LTSIP. Performance share awards were calculated based on the
participant's salary. The amount of payment is determined after the end of
a three-year period and ranges from 0% to 200% of the target award
reflected in this column. All awards are paid solely in shares.
A participant is entitled to vote and accrue dividends on such participant's
performance share awards, at the target level, during the three-year vesting
period. Performance share awards are subject to transfer restrictions and
are subject to early termination upon the occurrence of certain events
related to termination of employment. Upon a change-of-control of the
Company, all performance share awards become fully vested at the target
level. (See "Nominating and Compensation Committee Report" below.)
(2) The threshold represents the level of TSR and earnings per share achieved
during the cycle which represents minimum acceptable performance and which,
if attained, results in payment of 50% of the target award. Performance
below the minimum acceptable level results in no payment.
The target represents the level of TSR and earnings per share achieved
during the cycle which indicates excellent performance and which, if
attained, results in payment of 100% of the target award.
The maximum represents the maximum payout possible and a level of TSR and
earnings per share indicative of outstanding performance which, if attained,
results in payment of 200% of the target award.
(3) Under the terms of their respective Restriction Agreements, their
performance share awards were forfeited to the Company concurrent with
their retirement from the Company. (See "Other Matters Involving Directors
and Executive Officers - Termination of Employment Agreements" below.)
17
<PAGE>
Retirement Plan
Table 5 shows the estimated annual lifetime benefits calculated on a
straight-life annuity basis and payable under the AGL Resources Inc. Retirement
Plan (the "Retirement Plan") and the AGL Resources Inc. Excess Benefit Plan
(the "Excess Benefit Plan") (as described below), as currently in effect, to
persons in specified compensation and years of service classifications upon
retirement at age 65. Benefit amounts shown in the table below are subject to
reductions for a portion of Social Security benefits.
TABLE 5: PENSION PLAN TABLE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Three Year Average
Earnings Years of Service
---------------------------------------------------------
5 10 15 20 25 30
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 8,333 $ 16,667 $ 25,000 $ 33,333 $ 41,667 $ 50,000
150,000 12,500 25,000 37,500 50,000 62,500 75,000
200,000 16,667 33,333 50,000 66,667 83,333 100,000
250,000 20,833 41,667 62,500 83,333 104,167 125,000
300,000 25,000 50,000 75,000 100,000 125,000 150,000
350,000 29,167 58,333 87,500 116,667 145,833 175,000
400,000 33,333 66,667 100,000 133,333 166,667 200,000
450,000 37,500 75,000 112,500 150,000 187,500 225,000
500,000 41,667 83,333 125,000 166,667 208,333 250,000
550,000 45,833 91,667 137,500 183,333 229,167 275,000
600,000 50,000 100,000 150,000 200,000 250,000 300,000
650,000 54,167 108,333 162,500 216,667 278,833 325,000
700,000 58,333 116,667 175,000 233,333 291,667 350,000
750,000 62,500 125,000 187,500 250,000 312,500 375,000
1,000,000 83,333 166,667 250,000 333,333 416,667 500,000
1,250,000 104,167 208,833 312,500 416,667 520,833 625,000
1,500,000 125,000 250,000 375,000 500,000 625,000 750,000
- -----------------------------------------------------------------------------
</TABLE>
The Retirement Plan is a qualified defined benefit pension plan, which covers
all employees of the Company and its participating affiliate companies (except
leased employees) who have satisfied certain standards as to hours of service,
who have attained age 21 and who have been employed for one year. Benefits
under the Retirement Plan are based upon age, final average compensation and
length of service, with varying provisions for employees who are terminated or
take early, normal or deferred retirement. A participant's benefits vary
depending upon the participant's earnings for the three consecutive years of
highest compensation during his or her final 60 months of employment with the
Company.
The compensation covered by the Retirement Plan includes generally the base
rate of earnings actually paid to a participant by the Company (up to dollar
limits imposed by the Internal Revenue Service). That amount of compensation
does not include the annual incentive compensation that is included above in
the Summary Compensation Table. The Retirement Plan also provides, subject to
certain conditions, for the payment of vested benefits of a deceased employee
to his or her spouse during such spouse's lifetime.
The Company makes contributions to the Retirement Plan to fund the benefits
which accrue thereunder. Annual contribution amounts are determined
actuarially. Participant contributions are not permitted.
In addition, the Company maintains an Excess Benefit Plan for its employees.
The purpose of the Excess Benefit Plan is to restore pension benefits to
employees who are prevented from receiving their total accrued benefits under
the Retirement Plan because of the maximum benefit limitations imposed on
qualified retirement plans by Sections 415 and 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Excess Benefit Plan is not
funded, and benefit payments are made directly by the Company. Benefits under
the
18
<PAGE>
Excess Benefit Plan are payable in the same form and according to the same
general terms and conditions as benefits under the Retirement Plan. All
employees who participate in the Retirement Plan whose benefits are limited by
the provisions of the Code will receive restoration of benefits under the
Excess Benefit Plan.
The Company maintains a Supplemental Executive Retirement Plan (the "SERP")
for Mr. Higgins. The purpose of the SERP is to provide Mr. Higgins with
retirement benefits supplemental to those provided under the Retirement Plan.
The SERP is an unfunded obligation of the Company, with benefits payable from
the Companys general assets. Benefits under the SERP are payable in the same
form and according to the same general terms and conditions as benefits under
the Retirement Plan. The benefit paid under the SERP to Mr. Higgins will equal
the benefit Mr. Higgins would have received under the Retirement Plan if his
benefit were calculated by including any annual incentive compensation earned
by Mr. Higgins and by crediting him with an additional five years of service
with the Company, less the benefit actually payable to Mr. Higgins under the
Retirement Plan.
The amounts shown in the Summary Compensation Table above do not include the
Company's contributions for the named executive officers in connection with the
Retirement Plan, the Excess Benefit Plan or the SERP. Such amounts are not and
cannot be readily separated or individually calculated. The Company made a
contribution of approximately $3.9 million to the Retirement Plan for the plan
year ended June 30, 1999.
As of the plan year ended June 30, 1999: Mr. Higgins had 1 whole year of
service under the Retirement Plan, and is treated as having 6 whole years of
service credited to him under the SERP. Messrs. Riley, Bass and Woodward had
26, 29 and 29 whole years of service, respectively; and Ms. Collins, Ms. Rosput
and Mr. Shlanta are not yet eligible to participate in the Retirement Plan.
The Retirement Plan, the Excess Benefit Plan and the SERP are administered by
or are under the direction of the Retirement Plan Administrative Committee
appointed by the Board of Directors. Wachovia Bank, N.A., serves as Trustee to
the Retirement Plan.
OTHER MATTERS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
Change in Control Agreements
Each of the executive officers participates in one of three tier levels in
the Company's Employment Continuity Program. The purpose of the program is to
retain key management personnel and assure continued productivity of such
personnel in the event of a change in control of the Company.
For purposes of the program, a "change in control" means the occurrence of
any of the following events:
. the acquisition by a person or group of persons of 10% or more of the
voting securities of the Company;
. the approval by the shareholders of a merger, business combination, or
sale of 50% or more of the Company's assets, the result of which is that
less than 80% of the voting securities of the resulting corporation is
owned by the former shareholders of the Company; or
. the failure, during any two-year period, of incumbent directors to
constitute at least a majority of the Board of Directors of the Company.
Generally, no benefits are provided under the program for any type of
termination before a change in control, or for terminations after a change in
control due to death, disability, voluntary termination (other than the Chief
Executive Officer) or any termination for "cause," which includes failure to
perform duties and responsibilities and fraud or dishonesty.
Upon a "change in control," and depending on the tier level of participation
and on the timing of employment termination, the program provides a severance
benefit of between one and three years of base
19
<PAGE>
salary and annual incentive compensation to participants whose employment is
involuntarily terminated (or voluntarily terminated with respect to the Chief
Executive Officer) within twelve months after the occurrence of the change in
control.
Other program benefits include a pro rata payout of annual incentive
compensation for the portion of the year in which the termination occurs, full
vesting of all long-term incentive compensation, a lump-sum payment of benefits
of between one and three years of age and service credits under the Company's
pension plan, full vesting and funding of nonqualified retirement and deferral
plan benefits, outplacement assistance, a one to two year continuation of
insurance benefits and, with respect to the Chief Executive Officer, a
continuation of insurance benefits until the later of three years or age 65.
Participants in two of the tier levels also will receive payments of legal fees
(up to a maximum dollar limit) in connection with the enforcement of payouts
under the program. For all participants, total severance benefits are limited
to the maximum benefit allowable without triggering excise taxes under the
Code.
Termination of Employment Agreements
Effective July 31, 1999, Messrs. Bass and Woodward each retired from their
employment with the Company, and in connection therewith, each entered into an
early retirement agreement (the "Early Retirement Agreement") with the Company.
Under the Early Retirement Agreement, the retiree agreed to certain
restrictions on his ability to provide services to persons or entities that
compete with the Company or any of its affiliates and to not disclose
confidential information relating to the Company. In addition, the retiree
agreed to certain restrictions on his ability to solicit or divert employees or
business away from the Company. The retiree agreed to release the Company from
any claims relating to the retiree's employment with or retirement from the
Company.
Under the Early Retirement Agreement, until age 55, the retiree will receive
a supplemental retirement benefit equal to the monthly amount he would be
entitled to under the Retirement Plan plus the difference between that amount
and the benefit amount that he would have had if his age and years of
eligibility service were each increased by five years. Upon reaching age 55,
the retiree's supplemental benefit will be reduced by the amount he would be
entitled to under the Retirement Plan. In addition, the Early Retirement
Agreement provides that the retiree will receive a monthly Social Security
bridge payment of $1,300 per month until his attainment of age 62. The Company
will pay certain life insurance premiums on the retiree's behalf for life or
until the applicable policy is paid in full. The retiree also will receive
retiree medical and dental coverage, as well as certain other incidental
benefits. Under the Early Retirement Agreement, the option exercise period for
all outstanding options held by the retiree was extended through the earlier of
the expiration of their original term or the retiree's attainment of age 62.
Under the terms of the Early Retirement Agreement with Mr. Bass, Mr. Bass
agreed to sign a Consulting Agreement with the Company and to provide
consulting services for a two-year period. Under the terms of the Consulting
Agreement, Mr. Bass will provide services to the Company as needed for up to
approximately 400 hours each year. The Company will pay Mr. Bass a fee and
reasonable business expenses for the performance of the consulting services.
Under the Consulting Agreement, Mr. Bass agreed to certain restrictions on his
ability to provide services to persons or entities that compete with the
Company or any of its affiliates and to not disclose confidential information
relating to the Company.
20
<PAGE>
NOMINATING AND COMPENSATION COMMITTEE REPORT
The Nominating and Compensation Committee (the "Committee") of the Board of
Directors is composed entirely of non-employee, non-affiliated directors. The
Committee adopts principles for executive compensation policies and decisions.
The Committee also approves all compensation plans and recommends to the Board
of Directors specific salary amounts and other compensation awards for
individual executives. To assist the Committee in performing its function, it
is the Company's practice to have its compensation programs periodically
reviewed by an independent compensation consulting firm to ensure that the
Company's total executive compensation program is competitive with similar
companies.
The Committee designs compensation programs that will encourage executives to
manage AGL Resources and its subsidiaries in the best long-term interests of
shareholders and allow AGL Resources to attract and retain executives best
suited to lead AGL Resources in a changing industry. The Company's executive
compensation program, including the program for fiscal 1999, is based on the
following principles:
. A substantial portion of each executive's total compensation is linked
to the achievement of pre-established annual goals that are dependent on
or related to both corporate and individual performance.
. Executives' long-term interests are aligned with those of the Company's
shareholders by encouraging ownership of AGL Resources Common Stock.
. Base salary and incentive compensation is competitive with other
utilities and with a group of service and industrial companies having
characteristics similar to AGL Resources.
Executive Compensation
The executive compensation program consists of three elements: base salary;
annual incentive compensation; and long-term incentive compensation.
Base Salary. AGL Resources establishes a market-competitive base salary for
each officer based upon an analysis of job responsibilities, various salary
survey data from other utilities and, if appropriate for a specific position,
salary survey data for similar positions in general industry. Officers' base
salaries generally do not exceed the competitive market rate. Officers' base
salaries are reviewed and approved annually by the Committee. Subsequent
increases in base salary are based on competitive marketplace data and on
personal performance.
Annual Incentive Compensation. Annual incentive compensation is intended to
place a significant part of each officer's annual compensation at risk and is
composed of corporate and individual performance components. Corporate
performance objectives for AGL Resources are established at the beginning of
the fiscal year by the Board, as recommended by the Committee. Subsidiary or
business unit objectives are established at the beginning of the fiscal year by
the Company's Chief Executive Officer and the senior officer of the particular
subsidiary or primary business unit. No payments of annual incentive
compensation are made unless the corporate performance objectives are met.
Individual performance goals are established on an annual basis, typically are
linked to improved corporate and/or business unit performance, and are approved
in advance by the Company's Chief Executive Officer.
For fiscal 1999, target awards of annual incentive compensation for officers
ranged from 30-45% of base salary, depending on position. Awards for officers
of the Company were weighted 75% on the Company's performance and 25% on
achievement of individual performance goals. Awards for officers of the
Company's subsidiaries were weighted 50% on the Company's performance, 25% on
the subsidiary's or business unit's performance and 25% on achievement of
individual performance goals. The amount of the award earned depended on the
degree to which the target objective established for each officer was
accomplished. For instance, performance that greatly exceeded target
expectations, requiring extraordinary effort, could lead to an
21
<PAGE>
award of up to 150% of the executive officer's target award. Performance that
fell short of target expectations but still led to significant progress could
lead to an award of 75% of the executive officer's target award.
For fiscal year 1999, the corporate performance objectives were not met. As a
result, no annual incentive compensation was paid to any of the Company's
officers, other than one-time incentives guaranteed at the time of hiring which
were paid to two named executive officers. (See footnote 2 of "Table 1: Summary
Compensation Table" above.)
Long-Term Incentive Compensation. The long-term incentive component of the
Company's executive compensation program seeks to accomplish three objectives:
align the long-term interests of officers with those of the shareholders; pay
for performance; and increase the ownership of AGL Resources stock among the
Company's key decision makers. Those objectives are accomplished when the value
of the Company's stock increases and long-term objectives are met.
For fiscal 1999, long-term incentive compensation awards were granted under
the LTSIP, which was approved by the Companys shareholders in 1990. The LTSIP
provides for the grant of stock options and/or awards of restricted stock. The
LTSIP grants and awards to officers were based on common practices of peer
companies and on the discretion of the Committee which administers the LTSIP.
For fiscal 1999, the Committee granted options to acquire AGL Resources
Common Stock, which had a fair market value equal to 100% to 150% of each
executive's then effective base salary. The first $200,000 of options granted
to an individual officer were granted as ISOs (generally vesting over two
years), and the balance were granted as nonqualified stock options (vesting six
months after grant). The stock options are granted at fair market value and
include a reload feature.
For fiscal 1999, the Committee also made awards of performance shares with
vesting based on the achievement of specified performance goals, as measured at
the end of a three-year period. These shares pay quarterly dividends and allow
the participating employee voting rights in the underlying shares. Contrary to
awards with time-based vesting, these performance share awards reward
executives only when other shareholders are rewarded and when the Company's
earnings objectives are met. The performance goals will be based on a
combination of the Company's annual growth in earnings per share and Total
Shareholder Return ranking (stock price appreciation plus dividends) as
compared with the Standard and Poors Utility Index. If the Company's TSR
ranking is less than the 40th percentile, or average earnings per share growth
is less than 2.5%, all underlying performance shares will be forfeited and the
executives will not receive any award. At a TSR ranking at the 90th percentile
and earnings per share growth of 2.5%, or a TSR ranking at the 55th percentile
and earnings per share growth of 5%, 100% of the performance shares will be
earned. The maximum award of 200% of the performance shares will be earned if
the TSR ranking reaches the 90th percentile and the earnings per share growth
reaches 7.5%. The named executive officers each received an award of
performance shares during fiscal 1999. (See "Table 4: Long-Term Incentive
Plans - Awards in Last Fiscal Year" above.)
Chief Executive Officer Compensation
Consistent with the compensation philosophy and principles stated above, the
compensation of the Chairman and Chief Executive Officer of the Company is
competitive and is based on his contribution to the overall success of the
Company. Base salary and incentive compensation for the Chairman and Chief
Executive Officer are determined by analyzing competitive pay practices of
companies in the energy industry. An independent compensation consultant is
used for this analysis.
Base Salary. Base salary, like that of other officers, generally does not
exceed the competitive market rate (position rate). For fiscal 1999, Mr.
Higgins received base salary below market rate.
Annual Incentive Compensation. Payment of annual incentive compensation is
dependent on the attainment of corporate performance objectives and pre-
established individual goals, but no payment of annual incentive compensation
is made unless the corporate performance objectives are met. The Board
established the annual incentive compensation target for Mr. Higgins at 50% of
his base salary. Mr. Higgins' award was
22
<PAGE>
weighted 75% on the Company's performance and 25% achievement of individual
performance goals. For fiscal 1999, the corporate performance goals were not
met. As a result, no annual incentive compensation was paid to Mr. Higgins.
Long-Term Incentive Compensation. For fiscal 1999, the Committee granted to
Mr. Higgins stock options to acquire shares of Common Stock which had a fair
market value on the date of grant equal to 300% of his then effective base
salary. The terms of Mr. Higgins' stock options are similar to those granted to
other officers. Additionally, consistent with the award of performance shares
noted above, Mr. Higgins also was awarded performance shares. (See "Table 1:
Summary Compensation Table," "Table 2: Option Grants in Last Fiscal Year" and
"Table 4: Long-Term Incentive Plans - Awards in Last Fiscal Year" above.)
Code Section 162(m) Implications for Executive Compensation
It is the responsibility of the Committee to address the issues raised by
Code (S)162(m). This Section limits the Company's annual deduction to
$1,000,000 for compensation paid to its chief executive officer and to the next
four most highly compensated executives of the Company. Certain compensation
that qualifies as a performance-based or that meets other requirements under
the Code may be exempt from the Code (S)162(m) limit. In that regard, the
Committee continues to carefully consider the impact of that tax code provision
and must determine whether any actions with respect to the limit should be
taken by the Company. Given the Company's level of executive compensation for
fiscal 1999, the Committee will continue to examine carefully the effects of
this tax provision and will monitor the level and types of compensation paid to
the executive officers in order to take any appropriate steps.
D. Raymond Riddle, Chairman
Frank Barron, Jr.
Robert S. Jepson, Jr.
Betty L. Siegel
Ben J. Tarbutton, Jr.
Felker W. Ward, Jr.
23
<PAGE>
STOCK PERFORMANCE GRAPH
The following line graph presentation compares the cumulative sixty-two month
shareholder return on Common Stock of the Company with the cumulative sixty-two
month total return of companies in the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500 Index") and the Standard & Poor's Utilities Index
(the "S&P Utilities Index").
Comparison of Sixty-Two Month Cumulative Total Return*
Among AGL Resources Inc., the S&P 500 Index and the S&P Utilities Index
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99 11/30/99
- --------------------------------------------------------------------------------
AGL Resources Inc. $100 $134 $140 $147 $159 $141 $160
- --------------------------------------------------------------------------------
S&P 500 Index $100 $130 $156 $219 $239 $306 $331
- --------------------------------------------------------------------------------
S&P Utilities Index $100 $128 $137 $157 $204 $202 $188
</TABLE>
* The above stock performance graph assumes that $100 was invested on
September 30, 1994 in Common Stock of the Company, the S&P 500 Index and the
S&P Utilities Index and also assumes dividend reinvestment.
24
<PAGE>
GENERAL INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and any person who owns more than 10% of the
Company's Common Stock, to file initial reports of ownership and changes in
ownership of such Common Stock with the Securities and Exchange Commission and
the New York Stock Exchange. Such persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms that they file.
To the Company's knowledge, based solely on its review of the copies of such
reports received by the Company and written representations that no other
reports were required for those persons, during the fiscal year ended September
30, 1999, all filing requirements were met.
Independent Auditors
The firm of Deloitte & Touche LLP, 191 Peachtree Street, Atlanta, Georgia
30303, was the independent auditor for the Company and examined the financial
statements of the Company for the fiscal year ended September 30, 1999. The
Board of Directors intends to continue the services of that firm for the
current fiscal year ending September 30, 2000. A representative of the firm
will attend the Annual Meeting and will have the opportunity to make a
statement and answer appropriate questions.
Other Matters That May Come Before the Annual Meeting
The Board of Directors of the Company does not know of any other matters that
may come before the Annual Meeting other than the matter described in this
Proxy Statement. If there is a matter that is not listed on the proxy card and
it is properly brought before the Annual Meeting, the proxies would vote in
accordance with their judgment of what is in the best interest of the Company.
Shareholder Proposals for Presentation at the Annual Meeting in the Year 2001
Shareholders who wish to present business at the Annual Meeting of
Shareholders in the year 2001 ("2001 Annual Meeting") are required to provide
notice to the Corporate Secretary of their intent to do so on or before August
31, 2000, and such notice must provide the information set forth in the AGL
Resources Bylaws. A copy of these Bylaw requirements will be provided upon
written request to the Corporate Secretary, AGL Resources Inc., P.O. Box 4569,
location 1080, Atlanta, Georgia 30302. This deadline applies to any shareholder
proposal sought to be considered at the 2001 Annual Meeting of Shareholders
(not just to those sought to be included in the Proxy Statement and form of
proxy for the 2001 Annual Meeting of Shareholders). This deadline does not
apply to questions a shareholder may wish to ask at the meeting.
Annual Report
This Proxy Statement is accompanied or preceded by the Company's Annual
Report to Shareholders for the fiscal year ended September 30, 1999. The Annual
Report, which contains financial and other information about the Company, is
not incorporated in the Proxy Statement and is not a part of the proxy
soliciting material.
25
<PAGE>
Revocable Proxy COMMON STOCK
AGL RESOURCES INC.
817 W. Peachtree Street, N.W.
Atlanta, Georgia 30308
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2000 ANNUAL MEETING OF
SHAREHOLDERS.
The undersigned hereby appoints Walter M. Higgins, Albert G. Norman, Jr., and
Melanie M. Platt, and each of them, proxies, with full power of substitution, to
act for and in the name of the undersigned to vote all shares of Common Stock of
AGL Resources Inc. (the "Company") that the undersigned is entitled to vote at
the 2000 Annual Meeting of Shareholders of the Company, to be held at The
Biltmore, 817 W. Peachtree Street, N.W., Atlanta, Georgia, on Friday, February
4, 2000, at 10:00 a.m., local time, and at any and all adjournments thereof, as
set forth on the reverse side.
Receipt of the Notice of the Meeting, the accompanying Proxy Statement, and the
Annual Report to Shareholders hereby is acknowledged.
- -------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
POSTPAID ENVELOPE.
- -------------------------------------------------------------------------------
Please mark, date, and sign exactly as your name appears on this proxy card.
When shares are held jointly, both holders should sign. When signing as
attorney, executor, administrator, trustee, guardian, or custodian, please give
your full title. If the holder is a corporation or a partnership, the full
corporate or partnership name should be signed by a duly authorized officer or
partner.
HAS YOUR ADDRESS CHANGED? IF SO, DO YOU HAVE ANY COMMENTS?
PRINT NEW ADDRESS BELOW: IF SO, INCLUDE BELOW:
- --------------------------------- --------------------------------
- --------------------------------- --------------------------------
- --------------------------------- --------------------------------
DETACH CARD DETACH CARD
AGL RESOURCES INC.
817 W. Peachtree Street, N.W.
Atlanta, Georgia 30308
Dear Shareholder:
Your vote is important, and you are strongly encouraged to exercise your
right to vote your shares. On behalf of the Board of Directors, we urge you
to sign, date, and return this proxy card in the enclosed postage-paid
envelope as soon as possible, even if you currently plan to attend the
Annual Meeting.
Thank you in advance for your prompt response.
Sincerely,
AGL Resources Inc.
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -------------------------------------------------------
AGL RESOURCES INC.
- -------------------------------------------------------
COMMON STOCK
Mark box at right if you plan to attend the Annual Meeting. [ ]
Mark box at right if comments or an address change has been noted on the reverse
side of this card. [ ]
Please be sure to sign and date this proxy card. Date
------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE BELOW-LISTED PROPOSAL.
1. Elect as directors the four nominees listed below:
Otis A. Brumby, Jr. For With- For All
Wyck A. Knox, Jr. All hold Except*
Robert S. Jepson, Jr. All
Dennis M. Love [ ] [ ] [ ]
* INSTRUCTION: To withhold authority to vote for an individual nominee, mark
the "For All Except" box and strike a line through that nominee's name from
the list above.
When properly executed, this proxy card will be voted as directed. If no
instructions are specified, this proxy card will be voted "FOR" the proposal
listed on this proxy card.
In their discretion, the proxies are authorized to vote upon such other business
as properly may come before the Annual Meeting and any and all adjournments
thereof.
If any other business is presented at the Annual Meeting, this proxy card will
be voted by the proxies in their best judgment. At the present time, the Board
of Directors knows of no other business to be presented at the Annual Meeting.
DETACH CARD
- -------------------------------------
Vote by Telephone
- -------------------------------------
It's fast, convenient and immediate!
Call toll-free on a touch-tone phone.
Follow these four easy steps:
1. Read the accompanying Proxy
Statement and this proxy card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683).
For shareholders residing outside
the United States, call collect
on a touch-tone phone 1-201-536-8073.
There is NO CHARGE for this call.
3. Enter your Control Number located
on your proxy card (see above).
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
DETACH CARD
- --------------------------------------
Vote by Internet
- --------------------------------------
It's fast, convenient and your vote
is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy
Statement and this proxy card.
2. Go to the website
http://www.eproxyvote.com/atg
3. Enter your Control Number located
on your proxy card (see above).
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/atg anytime!
Do not return your proxy card if you are voting by telephone or Internet.
<PAGE>
Revocable Proxy RETIREMENT SAVINGS PLUS PLAN
AND
LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN
AGL RESOURCES INC.
817 W. Peachtree Street, N.W., Atlanta, Georgia 30308
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2000 ANNUAL MEETING OF
SHAREHOLDERS.
The undersigned hereby appoints The Northern Trust Company, which acts as
Trustee for the AGL Resources Inc. Retirement Savings Plus Plan (the "RSP Plan")
and the AGL Resources Inc. Leveraged Employee Stock Ownership Plan (the
"LESOP"), as proxy, to act for and in the name of the undersigned, to vote all
shares of Common Stock of AGL Resources Inc. (the "Company") that have been
allocated to the account of the undersigned under the RSP Plan and/or the LESOP,
at the 2000 Annual Meeting of Shareholders of the Company, to be held at The
Biltmore, 817 W. Peachtree Street, N.W., Atlanta, Georgia, on Friday, February
4, 2000, at 10:00 a.m., local time, and at any and all adjournments thereof, as
set forth on the reverse side.
Under the terms of the RSP Plan and the LESOP, only the Trustee of each plan can
vote the shares allocated to the accounts of the participants, even if such
participants or their beneficiaries attend the Annual Meeting in person.
Receipt of the Notice of the Meeting, the accompanying Proxy Statement, and the
Annual Report to Shareholders hereby is acknowledged.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
POSTPAID ENVELOPE.
- --------------------------------------------------------------------------------
Please mark, date, and sign exactly as your name appears on this proxy card.
When shares are held jointly, both holders should sign. When signing as
attorney, executor, administrator, trustee, guardian or custodian, please give
your full title. If the holder is a corporation or a partnership, the full
corporate or partnership name should be signed by a duly authorized officer or
partner.
HAS YOUR ADDRESS CHANGED? IF SO, DO YOU HAVE ANY COMMENTS?
PRINT NEW ADDRESS BELOW: IF SO, INCLUDE BELOW:
- --------------------------------- --------------------------------
- --------------------------------- --------------------------------
- --------------------------------- --------------------------------
DETACH CARD DETACH CARD
AGL RESOURCES INC.
817 W. Peachtree Street, N.W.
Atlanta, Georgia 30308
Dear Shareholder:
Your vote is important, and you are strongly encouraged to exercise your
right to vote your shares. On behalf of the Board of Directors, we urge you
to sign, date and return the proxy card in the enclosed postage-paid
envelope as soon as possible, even if you currently plan to attend the
Annual Meeting.
Thank you in advance for your prompt response.
Sincerely,
AGL Resources Inc.
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ------------------------------------------------------------------------
AGL RESOURCES INC.
- ------------------------------------------------------------------------
RSP PLAN AND LESOP
Mark box at right if you plan to attend the Annual Meeting. [ ]
Mark box at right if comments or an address change has been noted on the reverse
side of this card. [ ]
Please be sure to sign and date this proxy card. Date
----------------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE BELOW-LISTED PROPOSAL.
1. Elect as directors the four nominees listed below:
Otis A. Brumby, Jr. For With- For All
Wyck A. Knox, Jr. All hold Except*
Robert S. Jepson, Jr. All
Dennis M. Love [ ] [ ] [ ]
* INSTRUCTION: To withhold authority to vote for an individual nominee, mark
the "For All Except" box and strike a line through that nominee's name from
the list above.
When properly executed, this proxy card will be voted as directed. If no proxy
card is received or a proxy card is received without instructions for voting,
the proxy (i) will vote the unvoted LESOP shares in the same proportion as the
voted LESOP shares; and (ii) will vote the RSP Plan shares and unvoted LESOP
shares according to the instructions of the Administrative Committee of the plan
"FOR" the proposal listed on this proxy card.
In its discretion, the proxy is authorized to vote upon such other business as
properly may come before the Annual Meeting and any and all adjournments
thereof. If any other business is presented at the Annual Meeting, this proxy
card will be voted by the proxy in its best judgment. At the present time, the
Board of Directors knows of no other business to be presented at the Annual
Meeting.
If you also own shares otherwise than under the RSP Plan and the LESOP, you may
vote such other shares by proxy by following the instructions on the proxy card
for such other shares.
DETACH CARD
- ----------------------------------------
Vote by Telephone
- ----------------------------------------
It's fast, convenient and immediate!
Call toll-free on a touch-tone phone.
Follow these four easy steps:
1. Read the accompanying Proxy
Statement and this proxy card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683). For
shareholders residing outside the
United States, call collect on a
touch-tone phone 1-201-536-8073.
There is NO CHARGE for this call.
3. Enter your Control Number located
on your proxy card (see above).
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
DETACH CARD
- -----------------------------------------
Vote by Internet
- -----------------------------------------
It's fast, convenient and your vote
is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy
Statement and this proxy card.
2. Go to the website
http://www.eproxyvote.com/atg
3. Enter your Control Number located
on your proxy card (see above).
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/atg anytime!
Do not return your proxy card if you are voting by telephone or Internet.
