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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 6, 2000
AGL RESOURCES INC.
(Exact Name of Registrant as Specified in Charter)
Georgia 1-14174 58-2210952
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
817 West Peachtree Street, NW, 10/th/ Floor, Atlanta, Georgia 30308
(Address of Principal Executive Offices) (Zip Code)
(404) 584-9470
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On October 6, 2000, pursuant to a Stock Purchase Agreement dated as of May
8, 2000, as amended by the First Amendment to Stock Purchase Agreement dated as
of October 1, 2000, among AGL Resources Inc. (the "Company"), Consolidated
Natural Gas Company ("CNG"), Virginia Natural Gas, Inc. ("VNG") and Dominion
Resources, Inc. ("Dominion"), the Company acquired all of the outstanding common
stock of VNG, a gas public utility and wholly-owned subsidiary of CNG (and
indirect subsidiary of Dominion). The purchase price of approximately $533
million, paid in cash, was determined through arms-length negotiations between
the parties, and included approximately $4.8 million in working capital.
Following the purchase, VNG is a wholly-owned subsidiary of the Company. Prior
to the execution of the Stock Purchase Agreement, the Company had no material
relationship with CNG, VNG or Dominion.
The Company financed the acquisition through the offer and sale of
commercial paper in the form of short-term promissory notes (the "Notes") by AGL
Capital Corporation, a Nevada corporation and wholly-owned financing subsidiary
of the Company. The Notes are guaranteed by the Company with respect to
principal and interest.
The transaction was conditioned, among other things, upon approvals from
the Virginia State Corporation Commission, the Federal Trade Commission and the
Securities and Exchange Commission under the Public Utility Holding Company Act
of 1935, which approvals were received prior to the closing of the transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
The Financial statements required by this item are not included herewith
and will be filed within 60 days of the required filing date of this Form 8-K.
(b) Pro-Forma Financial Information.
The financial statements required by this item are not included herewith
and will be filed within 60 days of the required filing date of this Form 8-K.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of May 8, 2000 by and among AGL
Resources Inc., Consolidated Natural Gas Company, Virginia Natural Gas, Inc. and
Dominion Resources, Inc.
2.2 First Amendment to Stock Purchase Agreement dated as of October 1,
2000 by and among AGL Resources Inc., Consolidated Natural Gas Company, Virginia
Natural Gas, Inc. and Dominion Resources, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AGL RESOURCES INC.
(Registrant)
/s/ Donald P. Weinstein
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Donald P. Weinstein
Senior Vice President and
Chief Financial Officer
Date: October 18, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Stock Purchase Agreement dated as of May 8, 2000 by and among AGL
Resources Inc., Consolidated Natural Gas Company, Virginia Natural
Gas, Inc. and Dominion Resources, Inc. (incorporated by reference to
Exhibit 2.1 of the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000, file no. 001-14174).
2.2 First Amendment to Stock Purchase Agreement dated as of October 1,
2000 by and among AGL Resources Inc., Consolidated Natural Gas
Company, Virginia Natural Gas, Inc. and Dominion Resources, Inc.
4
