<PAGE>
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.
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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>
[AGL RESOURCES INC. LOGO]
PAULA G. ROSPUT
President and Chief Executive Officer
December 18, 2000
To Our Shareholders:
On behalf of the Board of Directors, I am pleased to invite you to attend
AGL Resources' annual meeting of shareholders that will be held on Friday,
January 26, 2001, at our corporate headquarters: The Biltmore (Georgian
Ballroom), 817 West Peachtree Street, Atlanta, Georgia. The meeting will start
at 10:00 a.m., local time. A map with directions for driving and parking or
public transportation (MARTA) is enclosed.
On the ballot for this year's meeting is the Board's proposal to elect two
directors. This proposal is described in the attached proxy statement. During
the meeting, we will discuss the proposal as well as the remarkable progress we
made this year and our commitment to continuing the success of this past year.
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. 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, you may view a copy of our
proxy materials and annual report on our website at www.aglresources.com.
Again, thank you for your ongoing support as we continue to transform our
Company and provide greater value to you, our shareholders. We look forward to
seeing you at our annual meeting.
Sincerely,
/s/ Paula G. Rosput
-------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Notice of Annual Meeting of Shareholders................................... 2
Proxy Statement............................................................ 3
About the Annual Meeting................................................ 3
Proposal 1: Election of Directors....................................... 6
Share Ownership......................................................... 10
Governance of the Company............................................... 12
Director Compensation................................................... 14
Audit Committee Report.................................................. 15
Nominating and Compensation Committee Report............................ 16
Executive Compensation.................................................. 19
Summary Compensation Table........................................... 19
Option Grants in Last Fiscal Year.................................... 22
Aggregated Option Exercises.......................................... 24
Long-term Incentive Plan Awards...................................... 25
Pension Plan Table................................................... 27
Other Matters Involving Directors and Executive Officers................ 30
Stock Performance Graph................................................. 32
General Information..................................................... 33
Appendix A:
Audit Committee Charter................................................. A-1
Map........................................................................ BC
</TABLE>
A copy of our 2000 annual report, which includes financial statements, is being
mailed with this proxy statement. You may receive an additional copy of the
annual report at no charge upon request directed to:
AGL Resources Inc. Shareholder Relations
P.O. Box 4569, Location 1080
Atlanta, Georgia 30302-4569
Telephone: (404) 584-9470
Financial reports also may be accessed on our web site at www.aglresources.com
or through our toll-free interactive shareholder information line at 1-800-ATG-
NYSE (1-800-284-6973).
<PAGE>
[AGL RESOURCES INC.]
817 West Peachtree Street
Atlanta, Georgia 30308
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
<TABLE>
<CAPTION>
<C> <S>
Time: 10:00 a.m., local time, Friday, January 26, 2001
Place: The Biltmore (Georgian Ballroom)
817 West Peachtree Street
Atlanta, Georgia 30308
Items of Business: . Elect two directors, each to serve a three-year term.
. Transact such other business as may properly come
before the annual meeting or any adjournments.
Who May Vote: You can vote if you were a shareholder of record on
November 24, 2000.
Annual Report: A copy of our 2000 annual report, which contains
financial and other information about the Company, is
enclosed.
Proxy Voting: Your vote is important. Please vote in one of these
ways:
. use the toll-free telephone number shown on the
enclosed proxy or vote instruction card;
. visit the web site listed on your proxy or vote
instruction card; or
. mark, sign, date and promptly return the enclosed
proxy or vote instruction card in the postage-paid
envelope.
Date of Mailing: This notice and the proxy statement are first being
mailed to shareholders on or about December 18, 2000.
</TABLE>
By Order of the Board of Directors
/s/ Mark D. Caudill
-------------------
Mark D. Caudill,
Corporate Secretary
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PROXY STATEMENT
ABOUT THE ANNUAL MEETING
What will I be voting on?
You will be voting on the election of two director nominees to hold office
until our annual meeting of shareholders in 2004 (see page 6).
Who is soliciting my vote?
The board of directors of AGL Resources is soliciting your vote for all shares
of AGL Resources common stock that you own.
How does the board recommend I vote on the proposal?
The board of directors recommends you vote "FOR" each of the nominees.
How do I vote?
There are four different ways you may cast your vote. You can vote by:
. telephone, using the toll-free number listed on each proxy card (if you are
a shareholder of record) or vote instruction card (if your shares are held
by a broker or a bank);
. the Internet, at the address provided on your proxy or vote instruction
card;
. marking, signing, dating and mailing your proxy card or vote instruction
card and returning it in the enclosed postage-paid envelope; or
. attending the meeting (if your shares are registered directly on AGL
Resources' books and are not held as Company plan shares or through a
broker, bank or other nominee).
If you want to vote in person at the annual meeting and your shares are held
through a broker, bank or other nominee (that is, in street name), you must
obtain a proxy from your street name nominee and bring that proxy to the
meeting.
For AGL Resources plan participants: If you participate in the AGL Resources
Inc. Retirement Savings Plus Plan ("RSP Plan") and/or the AGL Resources Inc.
Leveraged Employee Stock Ownership Plan ("LESOP"), you will receive a proxy
card that, when completed by you, will serve as voting instructions to the
trustees of those plans. 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.
Can I change my vote?
Yes. You may change your vote at any time before the annual meeting by voting
again by telephone or via the Internet or by signing and returning another
proxy card with a later date. Shareholders of record also may attend the annual
meeting and vote in person. If you attend the annual meeting and want to vote
in person, you can request that your previously submitted proxy not be used.
What if I don't vote FOR the matter listed on my proxy card?
If you return a signed proxy card without indicating your vote, your shares
will be voted "FOR" the director nominees listed on the card.
If you hold AGL Resources shares through the RSP Plan and/or the LESOP and (1)
you do not return the proxy card for those plan shares or (2) you properly sign
and return the 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 and unvoted LESOP shares will be voted by the
3
<PAGE>
trustee, upon instruction from the Administrative Committees of the respective
plans, "FOR" the election of the director nominees.
Can my shares be voted if I don't return my proxy card and don't attend the
annual meeting?
If your AGL Resources shares are held in street name or by a brokerage firm or
bank and you do not give voting instructions, your brokerage firm or bank,
under certain circumstances, may vote your shares. When a brokerage firm or
bank votes its customers' unvoted shares, the shares are counted for purposes
of establishing a quorum. When a brokerage firm or bank 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 believe that under applicable stock exchange rules, brokerage firms and
banks will be able to vote their customers' unvoted shares with regard to the
proposal to elect directors.
If your shares are registered directly on AGL Resources' books and you do not
give voting instructions, your shares will not be voted.
How many shares can vote?
As of November 24, 2000 (the record date), 54,120,427 shares of common stock of
AGL Resources were issued and outstanding and entitled to vote at the annual
meeting. You will have one vote for every share of AGL Resources common stock
you owned on the record date.
How many votes must be present to hold the annual meeting?
A majority of the outstanding shares of AGL Resources common stock must be
present, either in person or represented by proxy, to conduct the annual
meeting. On November 24, 2000 (the record date), 54,120,427 shares of AGL
Resources were outstanding. This total includes shares issued to certain
grantor trusts, which are not considered outstanding for financial reporting
purposes.
How many votes are needed to elect directors?
Directors are elected by a plurality of the votes, which means the two nominees
who receive the largest number of properly executed votes will be elected as
directors.
What if I vote "withhold authority to elect directors"?
In voting for the election of directors, a vote to "withhold authority" for the
election of one or more director nominees will not be counted in determining
the number of votes cast for those persons and will have no effect.
Could other matters be decided at the annual meeting?
We don't know of any other matters that will be considered at the annual
meeting. If there is a matter that is not listed on the proxy card and it is
properly brought before the annual meeting in accordance with Section 1.2 of
AGL Resources' bylaws, the proxies will vote in accordance with their judgment
of what is in the best interest of the Company.
Who will count the vote?
Representatives of EquiServe Trust Company, N.A., our transfer and shareholder
services agent, will count the vote and act as inspector of elections.
Where and when will I be able to find the voting results?
AGL Resources will post the voting results on our web site at
www.aglresources.com approximately two weeks after the annual meeting. You also
can find the results in our Form 10-Q for the second quarter of fiscal 2001,
which we will file with the Securities and Exchange Commission in May 2001.
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What does it mean if I receive more than one proxy card?
It means that you have multiple accounts with brokers, banks and/or our
transfer agent. Please vote all of these shares. We recommend that you contact
your broker, bank and/or our transfer agent to consolidate as many accounts as
possible under the same name and address. 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 our transfer agent at the AGL Resources Shareholder Services number at
1-800-633-4236.
What happens if the annual meeting is postponed or adjourned?
Your proxy will still be good and may be voted at a postponed or adjourned
meeting. You will still be able to change or revoke your proxy until it is
voted.
When are the shareholder proposals for the 2002 annual meeting due?
All shareholders who wish to present business at the annual meeting in 2002,
whether nominations of persons for election as directors or otherwise, must
provide notice to our Corporate Secretary of their intent to do so on or before
August 20, 2001. Such notice must provide the information set forth in Section
1.2 of our 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 30302-4569.
Under our bylaws, this deadline applies to any shareholder proposal sought to
be considered at the 2002 annual meeting, not just to those sought to be
included in the proxy statement and form of proxy for the 2002 annual meeting.
This deadline does not apply to questions a shareholder may wish to ask at the
annual meeting.
How much will this proxy solicitation cost?
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., a proxy solicitation firm, to assist
in the distribution and solicitation of proxies. We will pay Corporate Investor
Communications, Inc. approximately $5,000, plus reasonable out-of-pocket
disbursements, for those services.
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PROPOSAL 1: ELECTION OF DIRECTORS
General
The board of directors presently consists of ten members, nine of whom are non-
employee directors. The board is divided into three classes, with the directors
in each class serving a three-year term. The terms are staggered so that the
term of one class expires at each annual meeting. At the 2001 annual meeting,
there are two directors who have been nominated to stand for re-election as
directors.
The board of directors has nominated D. Raymond Riddle and Felker W. Ward, Jr.
for election as directors at the annual meeting. Messrs. Riddle and Ward
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, Messrs. Riddle and Ward
will hold office until the annual meeting of shareholders in 2004.
If any nominee becomes unable to stand for election, the board may:
. designate a substitute nominee, in which case the proxies will vote all
valid proxies for the election of the substitute nominee named by the board,
. allow the vacancy to remain open until a suitable candidate is located, or
. reduce the authorized number of directors.
Two of our other directors whose terms are scheduled to end at the 2001 annual
meeting, Dr. Betty L. Siegel and Ben J. Tarbutton, Jr., are not standing for
re-election. Dr. Siegel and Mr. Tarbutton will retire from the board effective
January 26, 2001 at the annual meeting, in accordance with the board policy
that states that directors may not stand for re-election after they have
reached the age of 70. Dr. Siegel has served on the board since 1986, and
Mr. Tarbutton has served since 1983. The Company is indebted to them for their
guidance and support. It is the board of directors' current intention to leave
open the vacancies associated with Dr. Siegel's and Mr. Tarbutton's board seats
until such time as suitable candidates are located to fill those vacancies.
Set forth below is information as of December 1, 2000 about the two 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.
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Nominees For Election:
D. Raymond Riddle, Chairman of the Board of Directors of
the Company since August 2000; Chairman of the Board and
Chief Executive Officer of National Service Industries,
Inc. from September 1994 until February 1996; director
of Atlantic American Corporation and Equifax, Inc. Mr.
Riddle, 67, has been a director since 1978.
[D. Raymond Riddle
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.
since 1997; President of Concessions International, Inc.
from 1979 until 1997; director of Fidelity National
Bank, Shoney's, Inc. and Abrams Industries, Inc.
Mr. Ward, 67, has been a director since 1988.
[Felker W. Ward, Jr.
Photo]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NOMINEES.
----------------
7
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Directors Whose Terms Continue Until The Annual Meeting In 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; director of Century Bank of Cartersville. Mr.
Barron, 68, has been a director since 1983.
[Robert S. Jepson,
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, 58, has been a director
since May 1999.
[Paula G. Rosput
Photo] Paula G. Rosput, President and Chief Executive Officer
of the Company since August 2000; Chairman of Atlanta
Gas Light Company, a wholly-owned subsidiary of the
Company, since November 2000; Chairman, President and
Chief Executive Officer of Atlanta Gas Light Company
from August 2000 until November 2000; President and
Chief Operating Officer of Atlanta Gas Light Company
from September 1998 until August 2000; President and
Chief Executive Officer of Duke Energy Power Services,
Inc., a subsidiary of Duke Energy, from 1997 until
September 1998; President of PanEnergy Power Services,
Inc. from 1995 until 1997; and Senior Vice President of
Pacific Gas Transmission Company from 1988 until 1995.
Ms. Rosput, 44, has been a director since August 2000.
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Directors Whose Terms Continue Until The Annual Meeting In 2003:
[Otis A. Brumby, Jr.
Photo]
Otis A. Brumby, Jr., Chairman of the Board and Chief
Executive Officer of The Marietta Daily Journal and
Neighbor Newspapers, Inc. since October 1993; director
of First Union - Georgia. Mr. Brumby, 60, has been a
director since 1990.
[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, 60, 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 Inc. Mr. Love, 45, has been
a director since October 1999.
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SHARE OWNERSHIP
Directors and Executive Officers
The following table presents information as of September 30, 2000 concerning
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
Shares of Common "Share
Stock Equivalents" Held
Beneficially Under Deferral
Name Owned(1)(2)(3) Plans(4) Total
<S> <C> <C> <C>
Frank Barron, Jr. 43,971 3,715 47,686
Otis A. Brumby, Jr. 31,053 3,640 34,693
Robert S. Jepson, Jr. 13,243 0 13,243
Wyck A. Knox, Jr. 3,078 2,636 5,714
Dennis M. Love 1,613 1,758 3,371
D. Raymond Riddle 9,553 3,759 13,312
Paula G. Rosput 103,138 0 103,138
Dr. Betty L. Siegel 10,405 3,321 13,726
Ben J. Tarbutton, Jr. 18,376 3,508 21,884
Felker W. Ward, Jr. 22,526 1,767 24,293
Michele H. Collins 57,318 0 57,318
Clayton H. Preble 85,963 377 86,340
Paul R. Shlanta 76,683 0 76,683
Donald P. Weinstein 84,384 353 84,738
Walter M. Higgins 32,579 2,471 35,050
All executive officers and
directors as a
group (15 persons) 593,884 27,305 621,189
</TABLE>
Notes to share ownership table
(1) As of September 30, 2000, 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,
2000, all executive officers and directors as a group owned beneficially
1.09% 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 and includes shares
of common stock which may be acquired within 60 days after September 30,
2000 upon the exercise of outstanding stock options and excludes "shares"
and "share equivalents" held under deferral plans. See
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footnote (4) below. Except as otherwise indicated in footnote (2) below, all
directors, director nominees and executive officers have sole voting and
investment power with respect to the shares shown.
(2) With regard to Mr. Preble, the shares shown include 9,516 shares over which
he shares voting and investment power.
(3) For the non-employee directors, the shares shown include: 4,244 shares
which may be acquired by each of Messrs. Barron, Brumby, Riddle, Tarbutton
and Ward and Dr. Siegel; 1,575 shares which may be acquired by Mr. Jepson;
1,950 shares which may be acquired by Mr. Knox; and 1,264 shares which may
be acquired by Mr. Love, upon exercise of stock options granted under the
Non-Employee Directors Equity Compensation Plan, or the "Directors Plan" (a
total of 30,253 shares).
For the named executive officers, the shares shown include shares which may
be acquired upon exercise of stock options granted under the Long-Term
Incentive Plan (1999), or the "LTIP," our current long-term incentive plan,
and under the Long-Term Stock Incentive Plan of 1990, or the "LTSIP," the
predecessor plan, as follows: Ms. Rosput - 92,470 shares; Ms. Collins -
52,000 shares; Mr. Preble - 66,767 shares; Mr. Shlanta - 74,469 shares; and
Mr. Weinstein - 73,000 shares.
For all executive officers and directors as a group, the shares shown
include an aggregate of 388,959 shares which may be acquired upon the
exercise of stock options granted under the Directors Plan, the LTIP 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 by the participants.
Owners of More Than 5% of AGL Resources Common Stock
As of September 30, 2000, we were aware of the following shareholders who owned
beneficially 5% or more of AGL Resources' common stock.
<TABLE>
<CAPTION>
Name and Address of Shares of Common Stock
Beneficial Owner Beneficially Owned Percent of Class
<S> <C> <C>
AGL Resources Inc. 4,426,572 8.2%
Retirement
Savings Plus Plan
P.O. Box 4569
Atlanta, Georgia 30302
American Century Invest- 3,081,500 (1) 5.7%
ments
4500 Main Street
Kansas City, Missouri
64111
</TABLE>
--------
(1) Based on a Schedule 13F dated September 30, 2000, in which American Century
Investments reported that it had sole voting power over all of such shares.
11
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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 of incorporation and its bylaws. The role of the board
of directors is to effectively govern the affairs of the Company for the
benefit of its shareholders and other constituencies, which include the
Company's employees, customers, suppliers and the communities in which it does
business. The board strives to ensure the success and continuity of the
Company's business through qualified management.
Director Independence
All of the Company's directors are independent, non-employee directors except
Ms. Rosput, the President and Chief Executive Officer of AGL Resources and the
Chairman of Atlanta Gas Light Company. Ms. Rosput does not participate in any
action of the board relating to her compensation.
Mr. Wyck A. Knox, Jr. is a partner in the law firm of Kilpatrick Stockton LLP.
During the fiscal year ended September 30, 2000, which we refer to as "fiscal
2000," the Company retained Kilpatrick Stockton LLP with regard to a variety of
legal matters. The amount of fees paid to Kilpatrick Stockton LLP for such
services was less than 5% of that firm's gross revenue for the firm's last
fiscal year.
Board and Committee Meetings
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 11 meetings during fiscal
2000. Each director attended 75% or more of all board and committee meetings.
Committees of 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 under the heading "Proposal 1 -
Election of Directors."
Members of the Board's Committees
<TABLE>
<CAPTION>
Corporate Nominating &
Audit Responsibility Executive Compensation Strategy & Finance
----- -------------- --------- ------------ ------------------
<S> <C> <C> <C> <C>
O.A. Brumby, Jr., Chair F. Barron, Jr., Chair D.R. Riddle, Chair D.R. Riddle, Chair F.W. Ward, Jr., Chair
F. Barron, Jr. O.A. Brumby, Jr. F. Barron, Jr. F. Barron, Jr. R.S. Jepson, Jr.
R.S. Jepson, Jr. W.A. Knox, Jr. O.A. Brumby, Jr. R.S. Jepson, Jr. W.A. Knox, Jr.
D.M. Love D.M. Love P.G. Rosput B.L. Siegel P.G. Rosput
D.R. Riddle P.G. Rosput B.J. Tarbutton, Jr. B.J. Tarbutton, Jr. B.J. Tarbutton, Jr.
B.L. Siegel F.W. Ward, Jr. F.W. Ward, Jr.
</TABLE>
Audit Committee
The Audit Committee met two times in fiscal 2000. All members of the Audit
Committee are independent directors as defined under the rules of the New York
Stock Exchange. The principal duties and responsibilities of the Audit
Committee are to:
. Recommend to the board a firm to be selected as the Company's independent
auditor.
. Review the financial information that will be provided to the shareholders
and others.
12
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. Review the systems of internal controls that management and the board have
established.
. Review the audit scope and plan 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 auditor and internal auditors.
Additional information regarding the Audit Committee and its functions and
responsibilities is included in this proxy statement under the caption "Audit
Committee Report" and in the Audit Committee Charter that is included as
Appendix A to this proxy statement.
Corporate Responsibility Committee
The Corporate Responsibility Committee met two times in fiscal 2000. The
principal duties and responsibilities of the Corporate Responsibility Committee
are to:
. Review the Company's employee benefit plan investment policies, funding
requirements, investment objectives, and investment policies.
. Review and monitor corporate policy with respect to the Company's
relationships with employees, shareholders, customers, competitors,
suppliers and its communities.
. Identify and monitor emerging political, social and environmental trends and
public policy issues that may affect the Company's business operations,
performance or public image.
. Review and monitor matters relating to employee and community health and
safety.
Executive Committee
The Executive Committee did not meet in fiscal 2000. 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 six times in fiscal 2000. All
members of the Nominating and Compensation Committee are independent non-
employee directors. The principal duties and responsibilities of the Nominating
and Compensation Committee are to:
. Identify and recommend the nominees for election to the board.
. Review the compensation paid to the members of the Company's board of
directors and make recommendations for adjustments, as appropriate.
. Recommend for election the senior officers of the Company and the presidents
of each of the other principal subsidiaries of the Company.
. Review and develop management succession and executive development plans.
. Review the performance of and recommend the appropriate compensation level
for elected 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.
Although the Nominating and Compensation Committee has not established any
formal procedures for considering director nominees recommended by
shareholders, it will consider any such nominees.
Strategy and Finance Committee
The Strategy and Finance Committee met four times in fiscal 2000. The principal
duties and responsibilities of the Strategy and Finance Committee are to:
. Consider and make recommendations about short- and long-term business goals
and strategies; the Company's operating plans and budgets; the Company's
strategic business combinations and proposed new business ventures; and the
Company's capitalization, financing plans, dividend policy and risk
management programs.
13
<PAGE>
DIRECTOR COMPENSATION
General
A director who is an officer or employee of the Company receives no
compensation for his or her services as a director or as a member of a
committee of the board.
Annual Retainer
Each non-employee director receives (1) an annual retainer for his or her
services as a director, which is paid under the Directors Plan and (2) a cash
fee for each board and committee meeting attended. Under the Directors Plan,
each non-employee director receives on the first day of each annual service
term (1) an annual retainer in the form of a stock award equal in fair market
value to $16,000 (the "stock award") and (2) 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 stock award is either paid in shares of AGL Resources common stock or, at
the election of a director, is deferred under the Common Stock Equivalent Plan
for Non-Employee Directors, or the "CSE Plan." Under the CSE Plan, the stock
award is invested in common stock equivalents that track the performance of AGL
Resources common stock and are credited with dividend payments. At the end of
their board service, participating directors receive a cash distribution based
on the market value of their common stock equivalents and dividends.
Stock options have a per share exercise price that is equal to the fair market
value of the Company's common stock on the date of grant of the option.
Directors realize value from stock 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 stock option exceeds the fair market value of the common stock on the date
of grant.
Meeting Fees
Each non-employee director receives $1,000 for attendance at each meeting of
the board and any standing committee of the board of which he or she is a
member.
Meeting fees may be paid in cash or, at the election of a director, may be
deferred under the CSE Plan or the Deferred Compensation Plan for Corporate
Directors, the "Deferred Plan." Under the CSE Plan, meeting fees are invested
in common stock equivalents that track the performance of AGL Resources common
stock and are credited with dividend payments. At the end of their board
service, participating directors receive a cash distribution based on the
market value of their common stock equivalents and dividends. Under the
Deferred Plan, at the end of their board service, participating directors
receive a cash distribution in an amount equal to their deferred meeting fees,
plus a return on such fees equal to the 26-week Treasury Bill rate.
Other Compensation
Directors are reimbursed for reasonable expenses incurred in connection with
attendance at board and committee meetings.
Director Compensation Paid
For the 2000 annual term of service that expires at the 2001 annual meeting,
Dr. Siegel and Messrs. Barron, Brumby, Jepson, Knox, Love, Riddle, Tarbutton
and Ward each received their annual retainer for services as a director.
Messrs. Jepson and Ward elected to receive their stock award in the form of
shares of AGL Resources common stock, and both were granted stock awards for
935 shares. Dr. Siegel and Messrs. Barron, Brumby, Knox, Love, Riddle and
Tarbutton elected to defer receipt of their stock award, and each were credited
with 935 common stock equivalents under the CSE Plan. The share amount and
common stock
14
<PAGE>
equivalent amount were calculated by dividing the $16,000 annual retainer fee
by $17.125, the then current per share fair market value of AGL Resources
common stock.
Additionally, each of these directors was granted an option to purchase 935
shares of AGL Resources common stock at a price of $17.125 per share.
AUDIT COMMITTEE REPORT
The Audit Committee of the board of directors is composed of six directors who
are independent directors as defined under the rules of the New York Stock
Exchange. The Audit Committee operates under a written charter adopted by the
board of directors, that is included as Appendix A to this proxy statement.
The Audit Committee reviews the Company's financial reporting process on behalf
of the board of directors. In fulfilling its responsibilities, the Audit
Committee has reviewed and discussed the Company's audited financial statements
contained in our Annual Report on Form 10-K for fiscal 2000 with the Company's
management and the independent auditors. Management is responsible for the
Company's financial statements and the financial reporting process, including
the system of internal controls. The independent auditors are responsible for
expressing an opinion on the conformity of those audited financial statements
with accounting principles generally accepted in the United States.
The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Audit
Committee has discussed with the independent auditors the auditors'
independence from the Company and its management including the matters in the
written disclosures provided to the Audit Committee as required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the board of directors, and the board has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-K for fiscal 2000, for filing with the Securities and Exchange Commission.
Otis A. Brumby, Jr., Chairman
Frank Barron, Jr.
Robert S. Jepson, Jr.
Dennis M. Love
D. Raymond Riddle
Dr. Betty L. Siegel
15
<PAGE>
NOMINATING AND COMPENSATION COMMITTEE REPORT
Overview
The Nominating and Compensation Committee of the board of directors is composed
entirely of non-employee, non-affiliated directors.
The Committee is responsible for the oversight of the Company's compensation
policies for all executive officers, other officers and key employees covered
by the executive compensation plans of the Company. 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
compensation program is competitive with similar companies.
The Company's primary goal is to maximize shareholder value over time. To
accomplish this objective, the Committee has developed executive compensation
policies and practices that are consistent with and linked to the Company's
strategic business objectives. Under the Company's executive compensation
program, a significant portion of each executive's compensation is incentive-
based, with compensation being contingent upon performance results. The program
is based on the following principles:
. Annual incentive compensation is a substantial portion of each executive's
total compensation and is payable only upon the achievement of pre-
established annual corporate, business unit and individual performance
goals.
. Long-term incentive compensation also is a substantial portion of each
executive's total compensation. Long-term compensation is typically stock-
based to align executive officers' interests with the long-term interests of
the Company's shareholders.
. Base salary is competitive with other utilities and with a group of service
and industrial companies having characteristics similar to AGL Resources.
Components of Executive Compensation
Each category of compensation is offered to executive officers in various
combinations, structured in each case to meet varying business objectives.
Annual Team Performance Incentive Compensation Plan. Under the Company's Annual
Team Performance Incentive Compensation Plan, or the "ATPI Plan," all
employees, including the Chief Executive Officer and the executive officers,
are eligible to earn a cash bonus up to an established percentage of their
annual base salary, depending on the Company's and business unit's performance
for that year, as well as the achievement of individual performance objectives.
No payments of annual incentive compensation are made under the ATPI Plan
unless the threshold level of Company performance objectives are met. The
weight given to the corporate, business unit and individual performance
components varies, depending upon the executive's particular job assignment.
For fiscal 2000, the Company's threshold levels of performance were exceeded,
and the executive officers were awarded incentive compensation under the ATPI
Plan.
Due to his resignation, Mr. Higgins did not receive any annual incentive
payment for fiscal 2000. Upon the appointment of Ms. Rosput as President and
Chief Executive Officer, the board established for Ms. Rosput, an incentive
compensation target under the ATPI Plan at 67% of her base salary, with a
maximum payout equal to the greater of 150% of that amount or 100% of her base
salary. As noted above, for fiscal 2000, the Company's threshold levels were
exceeded, and Ms. Rosput was awarded incentive compensation under the ATPI
Plan. See "Summary Compensation Table" below.
Long-term Incentive Compensation. The long-term incentive component of the
16
<PAGE>
Company's executive compensation program seeks to accomplish three objectives:
. align the long-term interests of executive 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 performance objectives are met.
For fiscal 2000, the Committee granted long-term incentive compensation awards
to the Company's officers under the LTIP. Under the LTIP, executive officers
received nonqualified stock options and performance unit grants.
Nonqualified stock options were granted to all executive officers to purchase
AGL Resources stock at the then fair market value. Fiscal 2000 stock options
were granted to the executive officers as reflected in "Option Grants in Last
Fiscal Year" table below. Stock options are granted to executives each fiscal
year and are based on a percentage of the executive's then effective base
salary and the Black-Scholes pricing model. Additionally, from time to time,
stock options may be granted to executives based on market compensation trends
and increased scope of duties.
For fiscal 2000, the Committee granted to Mr. Higgins stock options to acquire
shares of common stock that had a fair market value on the date of grant equal
to 105% of his then effective base salary. Upon his resignation, Mr. Higgins
forfeited his unexercised stock options. In connection with the appointment of
Ms. Rosput as President and Chief Executive Officer, the Committee granted to
Ms. Rosput a stock option to acquire 75,000 shares of common stock at the then
fair market value. The Committee also reviewed the long-term compensation of
the executive officers and, as a result of such review, additional stock option
grants were made to the named executive officers. See "Summary Compensation
Table" and "Options Grants in Last Fiscal Year" table below.
For fiscal 2000, the Committee also made awards of performance units with
vesting based on the achievement of specified performance goals, as measured at
the end of a three-year period. These performance units reward executives only
when the Company's earnings objectives are met.
The performance goals are 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, measured at the end of the three-year measurement period.
Upon vesting of the awards, performance units are converted into shares of
Company common stock, that are then issued to the recipient. The executive
officers each received an award of performance units during fiscal 2000. See
"Long-Term Incentive Plan - Awards in Last Fiscal Year" table below.
For fiscal 2000, consistent with the award of performance units to officers as
noted above, Mr. Higgins also was awarded performance units. Upon his
resignation, Mr. Higgins forfeited his performance units.
Base Salary. AGL Resources establishes a market-competitive base salary for
each executive officer. Executive officers' base salaries generally do not
exceed the competitive market rate. Executive officers' base salaries are
reviewed and approved annually by the Committee. Subsequent increases in base
salary are based on competitive marketplace data and on individual performance.
For fiscal 2000, both Mr. Higgins and Ms. Rosput received base salary below
market rate. Upon the resignation of Mr. Higgins, Ms. Rosput was elected
President and Chief Executive Officer. To reflect her new position, Ms.
Rosput's base salary was increased.
17
<PAGE>
Code Section 162(m) Implications for Executive Compensation
It is the responsibility of the Committee to address the issues raised by Code
Section 162(m) of the Internal Revenue Code of 1986, as amended, or the "Code,"
which limits the Company's annual deduction to $1,000,000 for compensation paid
to its chief executive officer and to each of the next four most highly
compensated executives of the Company. Certain compensation, which qualifies as
"performance-based" or which meets other requirements under the Code, may be
exempt from the Code Section 162(m) limit. In that regard, the Committee
continues to carefully consider the impact of that tax code provision and must
determine whether any actions with respect to the limit should be taken by the
Company. Given the Company's level of executive compensation for fiscal 2000,
the Committee will continue to examine carefully the effects of this tax
provision and will monitor the level and types of compensation paid to the
executive officers in order to take any appropriate steps.
D. Raymond Riddle, Chairman
Frank Barron, Jr.
Robert S. Jepson, Jr.
Betty L. Siegel
Ben J. Tarbutton, Jr.
Felker W. Ward, Jr.
18
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table shows, for the last three fiscal years, the
total compensation paid to, or accrued by the Company for, each of the named
executive officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------- -----------------------
Fiscal Year Other Restricted Securities All Other
Ended Annual Stock Underlying Compen-
Name and Principal September Salary Bonus Compensation Awards Options sation
Position 30 ($)(1) ($)(2) ($)(3) ($)(4) (#)(5) ($)(6)
<S> <C> <C> <C> <C> <C> <C> <C>
Paula G. Rosput 2000 $359,731 $230,666 $ 0 $ 0 165,000 $14,128
President and CEO; 1999 313,846 194,000 148,311 0 27,177 12,000
Chairman of Atlanta Gas 1998 -- 100,000 -- 155,500 30,000 --
Light Company(7)
Walter M. Higgins 2000 533,923 -- 106,753 0 170,000 40,068
Chairman, CEO 1999 542,309 0 127,369 0 77,647 43,047
and President until 1998 350,003 750,000 75,144 401,250 200,000 29,442
August 2000(7)
Michele H. Collins 2000 251,231 -- 41,805 0 43,000 10,185
Senior Vice President 1999 123,846 207,000 48,143 95,313 24,400 4,485
and Chief Administrative 1998 -- -- -- -- -- --
and Technology Officer(8)
Clayton H. Preble 2000 196,846 102,660 0 0 58,000 7,349
Senior Vice President 1999 55,250 0 0 0 6,998 1,975
1998 157,442 79,738 0 8,246 10,477 9,250
Paul R. Shlanta 2000 220,077 115,560 0 0 58,000 8,230
Senior Vice President 1999 200,000 0 13,926 0 16,471 7,800
and General Counsel 1998 -- -- -- 18,125 30,000 --
Donald P. Weinstein 2000 216,923 363,400 31,832 173,750 96,100 7,560
Senior Vice President 1999 -- -- -- -- -- --
and Chief Financial 1998 -- -- -- -- -- --
Officer
</TABLE>
19
<PAGE>
Notes to summary compensation table
(1) Includes before-tax contributions for the indicated fiscal years made by
the each of the named executive officers to the RSP Plan and the AGL
Resources Inc. Nonqualified Savings Plan, or the "NSP."
(2) For fiscal 2000: For Ms. Rosput and Messrs. Preble, Shlanta and Weinstein,
reflects annual incentive compensation earned under the ATPI Plan in fiscal
2000 and paid in fiscal 2001. For Mr. Weinstein, reflects a guaranteed
first-year incentive payment, as well as an incentive payment related to
transactional activity that the Company was engaged in during fiscal 2000.
For fiscal 1999: For Ms. Collins and Ms. Rosput, reflects one-time signing
incentives paid to defray the loss of income and benefits associated with
their resignation from their former employers and guaranteed first-year
incentive payments.
For fiscal 1998: For Ms. Rosput, reflects partial payment of a one-time
signing incentive paid to defray the loss of incentive income and benefits
associated with her resignation from her former employer. 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 Mr. Preble,
reflects annual incentive compensation earned in fiscal 1998 and paid in
fiscal 1999.
(3) For fiscal 2000: For Mr. Higgins and Ms. Collins, reflects the
reimbursement of taxes related to the vesting of shares of restricted stock
which were issued on a one-time basis on their respective dates of
employment. See footnote (4) below. For Mr. Weinstein, reflects the
reimbursement of taxes related to the Company's payment of relocation
expenses.
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 their respective dates of
employment. For Ms. Collins and Ms. Rosput, reflects reimbursements of
taxes related to the Company's payment of 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 2000, reflects for Mr. Weinstein a one-time issuance of
restricted stock on the date of his employment which vests in equal
installments over a two-year period.
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 their
employment which vest in equal installments over a three-year, one-year and
one-year period, respectively.
The number and value of aggregate stock holdings that were subject to
restriction on September 30, 2000, based on a fair market value of the
Company's common stock at September 30, 2000 of $20.0625, were as follows:
Ms. Collins - 2,500 shares
20
<PAGE>
($50,156); Mr. Preble - 411 shares ($8,246); and Mr. Weinstein - 10,000
shares ($200,625). Dividends are paid on all shares of restricted stock at
the same rate as on unrestricted shares.
(5) Reflects shares of common stock subject to options, including reload
options.
For fiscal 2000, includes for Mr. Weinstein a one-time stock option granted
on the date of his employment.
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 one-
time stock options granted on their respective date of employment.
(6) All Other Compensation paid during fiscal 2000 includes the following: (a)
Company contributions to the RSP Plan: Ms. Rosput - $6,925; Mr. Higgins -
$6,056; Ms. Collins - $6,100; Mr. Preble - $7,066; Mr. Shlanta - $6,850;
and Mr. Weinstein - $5,160; (b) Company contributions to the NSP:
Ms. Rosput - $7,203; Mr. Higgins - $15,045; Ms. Collins - $4,085;
Mr. Preble - $283; Mr. Shlanta - $1,381; and Mr. Weinstein - $2,400; and
(c) 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 - $18,967.
(7) Ms. Rosput was named President and Chief Executive Officer, effective
August 10, 2000, upon the resignation of Mr. Higgins as Chairman, Chief
Executive Officer and President.
(8) Ms. Collins served as Senior Vice President and Chief Administrative and
Technology Officer through October 31, 2000. See "Other Matters Involving
Directors and Executive Officers - Other Agreements" below.
21
<PAGE>
Option Grants
The following table presents information concerning stock options granted to
the named executive officers during fiscal 2000.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Number of
Securities % of Total
Underlying Options
Options Granted to Exercise or Grant Date
Granted Employees in Base Price Expiration Present Value
Name (#)(1) Fiscal Year ($/Sh)(2) Date ($)(3)
<S> <C> <C> <C> <C> <C>
Paula G. Rosput 40,000 2.5% $18.000 11/9/09 $108,400
75,000 4.7 19.000 8/31/10 245,250
50,000 3.1 20.270 9/18/10 186,500
Walter M. Higgins (4) 170,000 10.7 18.000 11/9/09 460,700
Michele H. Collins (4) 28,000 1.8 18.000 11/9/09 75,880
15,000 * 19.000 8/31/10 49,050
Clayton H. Preble 28,000 1.8 18.000 11/9/09 75,880
30,000 1.9 19.000 8/31/10 98,100
Paul R. Shlanta 28,000 1.8 18.000 11/9/09 75,880
30,000 1.9 19.000 8/31/10 98,100
Donald P. Weinstein 5,755 * 17.375 11/1/09 14,388
39,245 2.5 17.375 11/1/09 98,113
28,000 1.8 18.000 11/9/09 75,880
10,000 * 19.000 8/31/10 32,700
13,100 * 19.750 9/27/10 46,505
</TABLE>
Notes to options grant table
* Less than one percent
(1) Options were granted to the named executive officers under the LTIP and
LTSIP at prices equal to the fair market value on the date of grant. In
general, 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 LTIP and 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
the date the reload option is granted. One or more successive reload
options may be granted
22
<PAGE>
to an employee who pays for the exercise of a reload option with shares of
common stock of the Company.
(3) "Grant date present value" represents the estimated present value of stock
options, measured at the date of grant using the Black-Scholes Warrant
Valuation Call Option Model. An optionee 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 optionee
will be at or near the estimated grant date present value. Those amounts
should not be used to predict stock performance.
(4) All of Mr. Higgins' and Ms. Collins' unexercised options were forfeited to
the Company concurrent with their respective resignations from the
Company. See "Other Matters Involving Directors and Executive Officers -
Other Agreements" below.
23
<PAGE>
Option Exercises
The following table presents information concerning options exercised by the
named executive officers during fiscal 2000.
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>
Paula G. Rosput 0 0 87,465 134,712 101,250 79,688
Walter M. Higgins (2) 0 0 0 0 0 0
Michele H. Collins (2) 0 0 52,000 15,000 81,783 15,938
Clayton H. Preble 0 0 63,880 32,887 73,673 31,875
Paul R. Shlanta 0 0 69,764 34,707 115,875 31,875
Donald P. Weinstein 0 0 28,000 68,100 57,750 135,704
</TABLE>
Note to option exercises table
(1) The respective values for "in-the-money" options represent the positive
spread between the exercise price of options outstanding at September 30,
2000 and the fair market value of the Company's common stock at September
30, 2000. Certain exercisable options held by the named executive officers
were not "in-the-money" at September 30, 2000.
(2) All of Mr. Higgins' and Ms. Collins' unexercised options were forfeited to
the Company concurrent with their respective resignations from the Company.
See "Other Matters Involving Directors and Executive Officers - Other
Agreements" below.
24
<PAGE>
Long-term Incentive Plan Awards
The following table presents information concerning long-term incentive awards
granted to the named executive officers during fiscal 2000. Payments of long-
term awards are made in shares of AGL Resources common stock. The maximum
payment may not exceed 200% of the targeted award.
Long-term Incentive Plan - 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>
Paula G. Rosput 1,861 3 years 931 1,861 3,722
Walter M. Higgins (3) 4,917 3 years 2,459 4,917 9,834
Michele H. Collins (3) 1,356 3 years 1,356 1,356 2,712
Clayton H. Preble 1,056 3 years 528 1,056 2,112
Paul R. Shlanta 1,189 3 years 595 1,189 2,378
Donald P. Weinstein 1,333 3 years 667 1,333 2,666
</TABLE>
Notes to long-term incentive plan awards table
(1) Performance units, equivalent to one share of AGL Resources common stock,
were granted to the named executive officers. The number of performance
units awarded was 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 of AGL Resources common stock.
A participant accrues phantom dividends on such participant's performance
units, at the target level, during the three-year vesting period.
Performance units 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 in control of the Company, all
performance units become fully vested at the target level.
(2) 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 for the relevant
three-year period. A payment at the threshold level, consisting of 50% of
the target award, is earned upon attainment by the Company of a level of
TSR and earnings per share growth over the relevant three-year period that
represents minimum acceptable performance. Performance below the minimum
acceptable level results in no payment.
A payment at the target level, consisting of 100% of the target award, is
earned upon attainment by the Company of a level of TSR and earnings per
share growth over the relevant three-year period that indicates excellent
performance.
25
<PAGE>
A payment at the maximum level, consisting of 200% of the target award, is
earned upon attainment by the Company of a level of TSR and earnings per
share growth over the relevant three-year period that is indicative of
outstanding performance.
(3) All of Mr. Higgins' and Ms. Collins' performance units were forfeited to
the Company concurrent with their respective resignations from the Company.
See "Other Matters Involving Directors and Executive Officers - Other
Agreements" below.
26
<PAGE>
Retirement Plan
The following table shows the estimated annual lifetime benefits calculated on
a straight-life annuity basis and payable under the AGL Resources Inc.
Retirement Plan and the AGL Resources Inc. Excess Benefit Plan, 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 based on the final average earnings formula and are subject to
reductions for a portion of Social Security benefits.
PENSION PLAN TABLE
Final Average Earnings Formula
<TABLE>
<CAPTION>
Three Year
Average Years of Service
Earnings -----------------------------------------------------
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
1,250,000 104,167 208,333 312,500 416,667 520,833 625,000
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, compensation and length of
service, with varying provisions for employees who are terminated or take
early, normal or deferred retirement.
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.
The Retirement Plan benefit formula has historically been based on a "final
average earnings" computation, based on a participant's earnings for the three
consecutive years of highest compensation during his or her final 60 months of
employment with the Company. Effective as of July 1, 2000, the Retirement Plan
was amended to change the benefit formula from a "final average earnings"
formula to a "career average earnings"
27
<PAGE>
formula. Participants who were age 50 or more on June 30, 2000 will continue to
be covered under the final average earnings formula until July 1, 2010.
For individuals who are subject to the final average earnings formula, the
compensation covered by the Retirement Plan includes 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
overtime or annual incentive compensation.
For participants who are subject to the career average earnings formula, a
participant's annual benefit accrual will be equal to 1% of compensation plus
1/2% of compensation in excess of 1/2% of the Social Security wage base for the
year. For persons subject to the career average earnings formula, the
compensation counted for purposes of the Retirement Plan will include overtime
and incentive compensation for the applicable year.
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 Code Sections 415 and 401(a)(17). The Excess
Benefit Plan is not funded, and benefit payments are made directly by the
Company. Benefits under the 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 also maintains a Supplemental Executive Retirement Plan, or 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 Company's 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. Upon resignation of Mr. Higgins, benefits ceased to accrue
under the SERP. 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 did not
make a contribution to the Retirement Plan for the plan year ended June 30,
2000.
As of the plan year ended June 30, 2000, Mr. Higgins had 3 whole years of
service under the Retirement Plan, and is treated as having 8 whole years of
service credited to him under the SERP. Ms. Rosput, Ms. Collins, Mr. Preble and
Mr. Shlanta have 2, 1, 30 and 2 years of service, respectively, for purposes of
the Retirement Plan. As of June 30, 2000, Mr. Weinstein was not yet eligible to
participate in the Retirement Plan.
The estimated annual benefit payable under the Retirement Plan and the Excess
Benefit Plan upon retirement at normal retirement age for each of the named
executive officers (other than Messrs. Higgins and Preble who are covered under
the final average earnings formula represented by the Pension Plan Table above)
is as follows: Ms. Rosput, $112,981.97;
28
<PAGE>
Ms. Collins, $79,747.71; and Mr. Shlanta, $72,026.09. These calculations are
based on the assumptions of continued employment to age 65 with level
compensation at current rates, no projection of the Social Security wage base
and payment in the form of single life annuity commencing at age 65.
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.
29
<PAGE>
OTHER MATTERS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
Change in Control Agreements
As of September 30, 2000, each of the named executive officers, other than Mr.
Higgins, was a party to a Continuity Agreement with the Company. The purpose of
these agreements is to retain key management personnel and assure continued
productivity of such personnel in the event of a change in control of the
Company.
The Continuity Agreements define a "change in control" to generally mean 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 Continuity Agreements for any
type of termination that occurs before the Company's announcement of its
intention to engage in a transaction that is expected to result in a change in
control (a "change in control transaction"), or for terminations that occur
after such an announcement due to death, disability, voluntary termination
without "good reason" or any termination for "cause," which includes failure to
perform duties and responsibilities and fraud or dishonesty. "Good reason"
includes a material dimunition of position or duties, adverse changes in
compensation, adverse changes in benefits (unless all executives suffer the
same changes), relocation to a location in excess of 35 miles from the location
where the executive was based, and failure of a successor to assume the
agreement.
Upon the announcement of a change in control transaction, the Continuity
Agreements provide a severance benefit of three years of base salary and target
annual incentive compensation to a named executive officer who experiences a
qualifying termination. A named executive officer experiences a qualifying
termination when such officer's employment is involuntarily terminated without
cause or voluntarily terminated for good reason. The severance benefit remains
payable in connection with any qualifying termination that occurs through the
second anniversary of the date of the consummation of the change in control.
The Continuity Agreements also provide a three-year continuation of medical,
dental and life insurance benefits, full vesting of all long-term incentive
compensation, payment of any forfeited matching contributions under the RSP and
NSP, and outplacement assistance. In addition, the Continuity Agreements
provide that if the officer is age 50 or above, he or she will be deemed vested
in the accrued benefits under the Retirement Plan, and if he or she is already
vested, then he or she will be deemed to be age 55 for purposes of the
Retirement Plan. The Company will pay any additional retirement benefit payable
due to these provisions of the Continuity Agreements from general assets. The
officers may also receive up to $100,000 of legal fees in connection with the
enforcement of payouts under the Continuity Agreements.
If the payments to the Chief Executive Officer under the Continuity Agreement
are subject to excise taxes under Code Section 4999, the Company will pay the
Chief Executive Officer an additional amount equal to the excise tax, plus an
amount equal to the state, federal and FICA taxes on the additional amount. If
the
30
<PAGE>
payments under the Continuity Agreements for the other named executive officers
exceed the base amount permitted under Code Section 280G(b)(3) by 10% or more,
the Company will pay the affected officer an additional amount equal to the
excise tax, plus an amount equal to the state, federal and FICA taxes on the
additional amount.
Other Agreements
During fiscal 2000, the Company entered into an agreement with Mr. Weinstein
that provides Mr. Weinstein with an incentive to further the Company's
objective of gaining additional scale through strategic transactions. The
agreement provides for incentive payments to be made to Mr. Weinstein in the
event the Company engages in any acquisition, merger or disposition transaction
with greater than a $200 million equity value. Under the agreement,
Mr. Weinstein is entitled to incentive payments upon approval of a qualifying
transaction by the Company's board of directors and upon the closing of such a
transaction.
On October 31, 2000, Ms. Collins ceased to be an employee of the Company. The
Company and Ms. Collins entered into an agreement that provides that all
unexercised stock options, unvested restricted stock and other long-term
incentives held by Ms. Collins expire or are forfeited effective as of the last
day of her employment. Under the agreement, Ms. Collins also agreed to certain
restrictions on her ability to provide services to persons or entities that
compete with the Company or any of its affiliates, to solicit customers and
employees of the Company and to disclose the Company's confidential
information. Ms. Collins also agreed to release the Company from any claims
relating to her employment with the Company. The Company's obligation under the
agreement includes payment to Ms. Collins of severance equal to 12 months of
base salary, plus a lump sum of $323,000. In addition, Ms. Collins received a
two-year stock appreciation right that is exercisable only upon a change in
control of the Company.
31
<PAGE>
STOCK PERFORMANCE GRAPH
The following line graph and accompanying tabular presentation compare the
cumulative 62 month shareholder return on common stock of the Company with the
cumulative 62 month total return of companies in the Standard & Poor's 500
Composite Stock Price Index and the Standard & Poor's Utilities Index. The
graph and table assume that $100 was invested on September 30, 1995 in common
stock of the Company, the S&P 500 Index and the S&P Utilities Index and also
assumes dividend reinvestment.
Comparison of 62 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>
9/30/95 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00 11/30/00
-------------------------------------------------------------------------------
AGL Resources Inc. $100 $104.67 $109.42 $118.43 $105.00 $137.71 $156.44
-------------------------------------------------------------------------------
S&P 500 Index $100 $120.34 $169.01 $184.30 $235.54 $266.83 $244.76
-------------------------------------------------------------------------------
S&P Utilities Index $100 $107.50 $122.95 $159.87 $158.01 $228.36 $217.34
</TABLE>
32
<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 Securities and
Exchange Commission 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 2000, all filing
requirements were met.
Independent Auditors
The firm of Deloitte & Touche LLP, 191 Peachtree Street, Atlanta, Georgia
30303, is the independent auditor for the Company and examined the financial
statements of the Company for the fiscal year ended September 30, 2000. The
board of directors intends to continue the services of that firm for the
current fiscal year ending September 30, 2001. A representative of the firm
will attend the annual meeting and will have the opportunity to make a
statement and answer appropriate questions.
2000 Annual Report
A copy of our 2000 annual report is enclosed. The annual report, which contains
financial and other information about the Company, is not incorporated in this
proxy statement and is not a part of the proxy soliciting material.
33
<PAGE>
Appendix A
AGL RESOURCES INC.
AUDIT COMMITTEE
CHARTER
The Audit Committee (the "Committee") of AGL Resources Inc., a Georgia
corporation (the "Company"), is a committee of the Board of Directors of the
Company. Its primary function is to assist the Board in fulfilling its
oversight responsibilities by reviewing:
. the financial information which will be provided to the shareholders and
others;
. the systems of internal controls which management and the Board of
Directors have established; and
. the audit process.
The composition and responsibilities of the Committee are described in this
Audit Committee Charter.
I. Composition
In accordance with Article III of the Bylaws of the Company, the Board of
Directors, by resolution adopted by a majority of the whole Board of Directors,
may designate an Audit Committee. The Committee shall consist of four (4) or
more Directors. The Committee shall be composed entirely of independent, non-
employee Directors of the Company or its subsidiaries. Each member of the
Committee shall be financially literate or must become financially literate
within a reasonable period of time after his or her appointment to the
Committee. Additionally, at least one member of the Committee must have
accounting or related financial management expertise.
The members of the Committee shall serve at the pleasure of the Board of
Directors or until their successors shall be duly designated. Vacancies in the
Committee shall be filled by the Board of Directors.
II. Responsibilities
The Audit Committee, subject to approval by the entire Board of Directors,
where appropriate, shall:
. Provide an open avenue of communication between the Board of Directors,
the internal auditors and the independent auditor for the Company.
. Review the Audit Committee's Charter (the "Charter") annually and update
the Charter as needed.
. Consider, in consultation with the independent auditor and the Internal
Audit Director, the audit scope and plan of the independent auditor and
of the internal auditors.
. Recommend to the Board of Directors the independent auditor to be
selected to review the Company's financial statements. Confirm the
independence of the independent auditor. Review the management
consulting services provided by the independent auditor and fees related
to such services. Review and approve the discharge of the independent
auditor.
A-1
<PAGE>
. Approve the compensation of the independent auditor.
. Review and concur in the appointment, replacement, reassignment or
dismissal of the Internal Audit Director for the Company. Confirm the
independence of the internal auditors.
. Inquire of management, of the Internal Audit Director and of the
independent auditor about significant risks to the Company. Assess the
steps management has taken to minimize such risks.
. Review with the Internal Audit Director and the independent auditor the
coordination of the audit effort to assure (a) completeness of coverage,
(b) reduction of redundant efforts, and (c) effective use of audit
resources.
. Consider and review with the Internal Audit Director and the independent
auditor:
a. The adequacy of the Company's internal controls, including
computerized information systems and security.
b. Any related significant findings and recommendations of the internal
auditors and of the independent auditor.
c. Management's response to any significant audit findings of the
internal auditors or of the independent auditor.
. Review with management and the independent auditor at the completion of
the annual examination:
a. The independent auditor's audit of the financial statements and
their report thereon.
b. Any significant changes required in the independent auditor's audit
plan.
c. Any serious difficulties or disputes with management encountered
during the course of the independent auditor's audit.
d. Other matters related to the conduct of the independent auditor's
audit which are to be communicated to the Audit Committee under
Generally Accepted Auditing Standards.
. Consider and review with management and with the Internal Audit
Director:
a. Significant findings during the year and management's responses
thereto.
b. Any difficulties encountered in the course of Internal Audit's
reviews, including any restrictions on the scope of their work or in
access to required information.
c. Any significant changes to the audit plan of Internal Audit.
d. Any significant issues related to the budget and staffing of
Internal Audit.
e. Any changes to the Charter of Internal Audit.
. Review policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets, and
consider the results of any review of such matters by the internal
auditors or by the independent auditor.
. Review with the Internal Audit Director and the independent auditor the
results of their review of the Company's monitoring of compliance with
the Company's Code of Conduct.
. Review legal and regulatory matters that may have a material impact on
(a) the Company's financial statements, and (b) related company
compliance policies and programs.
A-2
<PAGE>
. Meet with the Internal Audit Director, the independent auditor, and
management in separate executive sessions to discuss any matters that
the Committee or these groups believe should be discussed privately with
the Audit Committee.
. Report Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.
. Perform such other duties and responsibilities as required by law or as
authorized or required by the Bylaws of the Company or by the Board of
Directors.
The Audit Committee shall have the power to conduct or authorize investigations
into any matters within the Committee's scope of responsibilities. The
Committee shall be empowered to retain independent counsel, accountants, or
others to assist it in the conduct of any investigation.
The Committee shall meet at least two times per year or more frequently as
circumstances require. The Committee may ask members of management or others to
attend its meetings and to provide pertinent information as necessary.
III. Reporting
The Committee shall keep full and fair accounts of its work and findings, and
written minutes of each meeting shall be duly filed in the Company's records.
Reports of meetings of the Committee shall be made to the Board of Directors at
its next regularly scheduled meeting following the Committee meeting,
accompanied by any recommendations to the Board of Directors approved by the
Committee.
A-3
<PAGE>
[Biltmore logo to appear here] DIRECTIONS:
THE BILTMORE
817 W. PEACHTREE STREET, NW
ATLANTA, GA 30308
TRAVELING BY RAPID TRANSIT (MARTA):
. Take MARTA by rail and exit at the North Avenue Station (N-3) located at W.
Peachtree Street and North Avenue, or
. Take MARTA by bus and disembark near Peachtree Street and 5th Street.
. You may call MARTA at 404.848.4711 or visit their web site at
www.itsmarta.com for schedule or route information.
TRAVELING SOUTHBOUND ON 75/85/400:
. Exit 10th/14th/Techwood - turn left off of the exit onto 14th Street.
. Continue on 14th Street to Peachtree Street.
. Turn right onto Peachtree Street - continue south on Peachtree Street to
5th Street.
. Turn right onto 5th Street - continue on 5th Street, through the
intersection at Cypress Street, until you see The Biltmore on the right.
. Public parking is available at W. Peachtree and 5th Streets for a $5 flat
fee. You may enter The Biltmore from W. Peachtree Street or off of 5th
Street.
TRAVELING NORTHBOUND ON 75/85:
. Exit at 10th Street and turn right off of the exit onto 10th Street.
. Continue on 10th Street to Peachtree Street.
. Turn right onto Peachtree Street - continue south on Peachtree Street to
5th Street.
. Turn right onto 5th Street - continue on 5th Street, through the
intersection at Cypress Street, until you see The Biltmore on the right.
. Public parking is available at W. Peachtree and 5th Streets for a $5 flat
fee. You may enter The Biltmore from W. Peachtree Street or off of 5th
Street.
<PAGE>
Map to The Biltmore
817 W. Peachtree Street, N.W., Atlanta, GA, 30308
[MAP TO THE BILTMORE]
<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 2001 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 2001 Annual Meeting of Shareholders of the Company, to be held at The
Biltmore, 817 W. Peachtree Street, N.W., Atlanta, Georgia, on Friday, January
26, 2001, 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? IF SO, INCLUDE
PRINT NEW ADDRESS BELOW: 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.
1. Vote by Mail - complete, sign, date and return the proxy card in the
enclosed postage-paid envelope;
2. Vote by Telephone - use the toll-free number and follow the
instructions on the back of this page; or
3. Vote by Internet - use the website and follow the instructions on the
back of this page.
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
[CAPTION]
<TABLE>
<S> <C> <C>
-----------------------------------------------------
AGL RESOURCES INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
----------------------------------------------------- BELOW-LISTED PROPOSAL.
RSP PLAN AND LESOP
1. Elect as directors the two nominees listed below:
Mark box at right if you plan to attend the Annual Meeting. [ ]
D. Raymond Riddle For With- For All
Mark box at right if comments or an address change has been Felker W. Ward, Jr. All hold Except*
noted on the reverse side of this card. [ ] All
[ ] [ ] [ ]
<S> <C>
CONTROL NUMBER: * 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.
</TABLE>
Please be sure to sign and date this proxy card. Date
-------------------
Shareholder sign here Co-owner sign here
------------------------------------------------------------------
[CAPTION]
<TABLE>
<S> <C>
DETACH CARD DETACH CARD
Vote by Telephone Vote by Internet
It's fast, convenient and immediate! It's fast, convenient and your vote is
Call toll-free on a touch-tone phone. immediately confirmed and posted.
Follow these four easy steps: Follow these four easy steps:
4. Read the accompanying Proxy Statement and this proxy card. 1. Read the accompanying Proxy Statement and this proxy card.
5. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). 2. Go to the website http://www.eproxyvote.com/atg
For shareholders residing outside the United States, call
collect on a touch-tone phone 1-201-536-8073. There is 3. Enter your Control Number located on your proxy card (see
NO CHARGE for this call. above).
6. Enter your Control Number located on your proxy card (see 4. Follow the instructions provided.
above).
7. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/atg anytime!
</TABLE>
Do not return your proxy card if you are voting by telephone or Internet.
<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 2001 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Mark D. Caudill, Paula G. Rosput, and Paul R.
Shlanta, 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
2001 Annual Meeting of Shareholders of the Company, to be held at The Biltmore,
817 W. Peachtree Street, N.W., Atlanta, Georgia, on Friday, January 26, 2001, 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? IF SO,
PRINT NEW ADDRESS BELOW: 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.
1. Vote by Mail - complete, sign, date and return the proxy card in the
enclosed postage-paid envelope;
2. Vote by Telephone - use the toll-free number and follow the
instructions on the back of this page; or
3. Vote by Internet - use the website and follow the instructions on the
back of this page.
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
[CAPTION]
<TABLE>
<S> <C> <C>
---------------------------------------------------
AGL RESOURCES INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
--------------------------------------------------- BELOW-LISTED PROPOSAL.
COMMON STOCK
Mark box at right if you plan to attend the Annual Meeting. [ ] 1. Elect as directors the two nominees listed below:
Mark box at right if comments or an address change has been D. Raymond Riddle For With- For All
noted on the reverse side of this card. [ ] Felker W. Ward, Jr. All hold Except*
All
[ ] [ ] [ ]
<S> <C> <C>
CONTROL NUMBER: * 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.
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Please be sure to sign and date this proxy card. Date
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Shareholder sign here Co-owner sign here
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[CAPTION]
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DETACH CARD DETACH CARD
Vote by Telephone Vote by Internet
It's fast, convenient and immediate! It's fast, convenient and your vote is
Call toll-free on a touch-tone phone. immediately confirmed and posted.
Follow these four easy steps: Follow these four easy steps:
4. Read the accompanying Proxy Statement and this proxy card. 1. Read the accompanying Proxy Statement and this proxy card.
5. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). 2. Go to the website http://www.eproxyvote.com/atg
For shareholders residing outside the United States, call
collect on a touch-tone phone 1-201-536-8073. There is 3. Enter your Control Number located on your proxy card (see
NO CHARGE for this call. above).
6. Enter your Control Number located on your proxy card 4. Follow the instructions provided.
(see above).
7. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/atg anytime!
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Do not return your proxy card if you are voting by telephone or Internet.
