<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U5B
Filed pursuant to Section 5 of the
Public Utility Holding Company Act of 1935
AGL RESOURCES INC.
------------------
Name of Registrant
Name, Title And Address Of Officer To Whom Notices
And Correspondence Concerning This Statement Should Be Addressed
Paul Shlanta
Senior Vice President and General Counsel
AGL Resources Inc.
817 West Peachtree Street, N.W., 10th floor
Atlanta, GA 30308
<PAGE>
REGISTRATION STATEMENT
The undersigned holding company hereby submits its registration statement to the
Securities and Exchange Commission pursuant to Section 5 of the Public Utility
Holding Company Act of 1935.
1. Exact name of registrant:
AGL Resources Inc.
2. Address of principal executive offices:
817 West Peachtree Street, N.W., 10th floor
Atlanta, GA 30308
3. Name and address of chief accounting officer:
Donald P. Weinstein
Senior Vice President and Chief Financial Officer
4. Furnish the following information as to the registrant and each
subsidiary company thereof:
<TABLE>
<CAPTION>
Name of Company Form of Country or Type of Business
Organization U.S. State of
Organization
<S> <C> <C> <C>
AGL Resources Inc. Corporation Georgia Holding company
Atlanta Gas Light Company Corporation Georgia Gas utility company
Georgia Engine Sales and Service Co Corporation Georgia Inactive
AGL Rome Holdings, Inc. Corporation Georgia Owns property associated with former
manufactured gas plant ("MGP") site in Rome, GA
AGL Macon Holdings, Inc. Corporation Georgia Owns property associated with former MGP site
in Macon, GA
Chattanooga Gas Company Corporation Tennessee Gas utility company
AGL Energy Services, Inc. Corporation Georgia Provides gas supply and asset management
services
Georgia Gas Company Corporation Georgia Inactive
Peachtree Pipeline Company Corporation Georgia Inactive
Atlanta Gas Light Services, Inc. Corporation Georgia Inactive
Georgia Natural Gas Company Corporation Georgia Owns TES, Inc. and an interest in SouthStar
Energy Services LLC
TES, Inc. Corporation Georgia Inactive
SouthStar Energy Services LLC L.L.C. Delaware Markets natural gas and related services
Georgia Natural Gas Services, Inc. Corporation Georgia Inactive
AGL Investments, Inc. Corporation Georgia Intermediate holding company
AGL Consumer Services, Inc. Corporation Georgia Markets energy-related consumer services
AGL Gas Marketing, Inc. Corporation Georgia Inactive
AGL Power Services, Inc. Corporation Georgia Inactive
Georgia Energy Company Corporation Georgia Inactive
Trustees Investments, Inc. Corporation Georgia Owns Trustees Gardens, a residential and
retail development in Savannah, GA,
associated with a former MGP site
AGL Energy Wise Services, Inc. Corporation Georgia Inactive
Utilipro, Inc. Corporation Georgia Sells integrated customer care solutions and
billing services to energy marketers
Utilipro International, Inc. Corporation Georgia Inactive
Utilipro Canada Company Corporation Nova Scotia, Inactive
Canada
AGL Propane Services, Inc. Corporation Delaware Holds a limited partnership interest in US
</TABLE>
2
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<TABLE>
<S> <C> <C> <C>
Propane LP
U.S. Propane, L.P. Limited Partnership Delaware Holds stock of Heritage Holdings, Inc.
Heritage Holdings, Inc. Corporation Delaware The general partner of Heritage Propane
Partners, LP, a Master Limited Partnership
AGL Energy Corporation Corporation Delaware Owns interest in US Propane, LLC
U.S. Propane, L.L.C. L.L.C. Delaware The general partner of U.S. Propane, L.P.
AGL Networks, LLC L.L.C. Delaware Telecommunications company (currently in
start up phase)
AGL Interstate Pipeline Company Corporation Georgia Owns 50% interest in Cumberland Gas Pipeline
Company
Cumberland Gas Pipeline Company General Partnership Delaware Inactive
AGL Peaking Services, Inc. Corporation Georgia Owns 50% interest in Etowah LNG Company, LLC
Etowah LNG Company, LLC L.L.C. Delaware Formed to construct, own, and operate a
liquefied natural gas peaking facility,
currently inactive
AGL Services Company Corporation Georgia Service entity
AGL Capital Corporation Corporation Nevada Financing company
Virginia Natural Gas, Inc. Corporation Virginia Gas utility company
</TABLE>
BUSINESS
5. Describe briefly:
a) The general character of the business done by the registrant and its
subsidiaries, separated as between the holding companies, public
utility subsidiaries (as defined in the Act) and the various non-
utility subsidiaries.
AGL Resources Inc. ("AGL Resources") is a registered holding company
pursuant to the requirements of the Public Utility Holding Company Act
of 1935. AGL Resources has three public utility subsidiaries:
. Atlanta Gas Light Company ("AGLC");
. Virginia Natural Gas, Inc. ("VNG") - acquired effective
October 1, 2000; and
. Chattanooga Gas Company ("Chattanooga").
AGLC conducts its primary business, the distribution of natural gas,
in Georgia including Atlanta, Athens, Augusta, Brunswick, Macon, Rome,
Savannah, and Valdosta. AGLC provides intrastate delivery service
through its pipeline system to approximately 1.5 million end-use
customers in Georgia. AGLC has exited the natural gas sales function
pursuant to Georgia's 1997 Natural Gas Competition and Deregulation
Act. The Georgia Public Service Commission ("GPSC") regulates AGLC's
delivery of natural gas with respect to delivery rates, safety, access
to AGLC's system, and quality of service for all aspects of delivery
service. VNG distributes natural gas to approximately 230,000
customers in the Hampton Roads region of Virginia. The Virginia State
Corporation Commission ("VSCC") regulates VNG. Chattanooga distributes
natural gas to approximately
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<PAGE>
56,000 customers in the Chattanooga and Cleveland areas of Tennessee.
The Tennessee Regulatory Authority ("TRA") regulates Chattanooga.
As of September 30, 2000, AGL Resources owned or had an interest in
the following non-utility businesses:
. AGL Energy Services, Inc. ("ALGE"), a nonregulated gas
supply services company, manages gas supply assets for
regulated operations and secures gas supply services for
unregulated operations and other unaffiliated retail gas
marketers;
. SouthStar Energy Services LLC ("SouthStar"), a joint venture
among a subsidiary of AGL Resources and subsidiaries of
Dynegy Holdings, Inc. and Piedmont Natural Gas Company.
SouthStar markets natural gas and related services to
residential and small commercial customers in Georgia and to
industrial customers in the Southeast. SouthStar began
marketing natural gas to customers in Georgia during the
first quarter of fiscal 1999 under the trade name Georgia
Natural Gas Services;
. AGL Investments, Inc., which manages certain non-utility
businesses including:
. AGL Propane Services, Inc. ("Propane") has a 22.36%
ownership interest in US Propane LLC ("US Propane"). US
Propane owns 34% of Heritage Propane Partners
("Heritage Propane") which engages in the sale of
propane and related products and services in 28 states;
. Utilipro, Inc. ("Utilipro"), in which AGL Resources has
a 91.74% ownership interest and which engages in the
sale of integrated customer care solutions and billing
services to energy marketers in the United States; and
. AGL Networks, LLC ("AGL Networks"), which will install,
and lease to third-party operators, conduit and fiber
optic cable. AGL Networks was incorporated on August
15, 2000 for the purpose of partnering with other
telecommunication companies to serve Atlanta's rapidly
growing demand for high-speed network capacity.
. AGL Peaking Services, Inc., which owns a 50% interest in
Etowah LNG Company, LLC ("Etowah"), a joint venture with
Southern Natural Gas Company. Etowah was formed for the
purpose of constructing, owning, and operating a liquefied
natural gas peaking facility; and
. AGL Capital Corporation, which was established to finance
the acquisition of VNG, refinance existing short-term debt
and provide working capital to AGL Resources and its
subsidiaries through a commercial paper program and other
debt facilities.
b) Any substantial changes which may have occurred in the general
character of the business of such companies during the preceding five
years.
Omitted by permission of the staff.
PROPERTY
6. Describe briefly the general character and location of the principal
plants, properties, and other important physical units of the registrant
and its subsidiaries, showing separately (a) public utility and
4
<PAGE>
(b) other properties. If any principal plant or important unit is not held
in fee, so state and describe how held.
The utility's properties consist primarily of distribution systems and
related facilities and local offices serving 237 cities and surrounding
areas in the State of Georgia and 12 cities and surrounding areas in the
State of Tennessee. As of September 30, 2000, AGLC had 27,720 miles of
mains and approximately 5,950,000 Mcf of LNG storage capacity in three LNG
plants to supplement the gas supply in very cold weather or emergencies. As
of September 30, 2000, Chattanooga had 1,450 miles of mains and
approximately 1,080,000 Mcf of LNG storage capacity in its LNG plant. At
September 30, 2000, the utility's gross utility plant amounted to
approximately $2.4 billion.
At September 30, 2000, AGL Resources' gross non-utility property amounted
to approximately $88 million.
Effective October 1, 2000, AGL Resources acquired all of the outstanding
common stock of VNG, a wholly owned subsidiary of Consolidated Natural Gas
Company and an indirect subsidiary of Dominion Resources, Inc. The
acquisition was accounted for as a purchase for financial accounting
purposes and as a result, VNG's operations were consolidated with AGL
Resources beginning October 1, 2000. As of October 1, 2000, VNG had 3,847
miles of mains and approximately 5 million gallons of propane in two
propane air peak shaving plants. Additionally, VNG owns and operates 155
miles of intrastate transmission pipeline consisting of 80 miles of 24-inch
steel pipe ("Joint-Use Pipeline") and 75 miles of 16-inch steel pipe ("VNG
Lateral Pipeline"). VNG contractually operates and maintains a Virginia
Electric and Power Company ("Virginia Power") 16-mile, 18-inch diameter
intrastate pipeline that connects its Chesterfield and Darbytown Power
Stations with VNG's Joint-Use Pipeline at Mechanicsville, Virginia.
INTERSTATE TRANSACTIONS
7. For each public utility company in the holding company system of the
registrant which is engaged in the transmission of electric energy or gas
in interstate commerce, furnish the following information for the last
calendar year:
The information requested in Item 7 is provided for the fiscal year ended
September 30, 2000. Sales and transport volumes are presented in millions
of therms.
<TABLE>
<CAPTION>
Electric Energy Gas
Total Annual Sales Kwh Millions of Therms
<S> <C> <C>
AGL Resources (includes gas sold and
transported by AGLC and Chattanooga, plus
gas delivered to end-use customers by AGLC
on behalf of certificated marketers.) none 1,727.5
</TABLE>
5
<PAGE>
Electric Energy Gas
Interstate Transactions kwh Millions of Therms
Georgia
Delivered out of state none 0
Received from out of state none 1,812.0
Tennessee
Delivered out of state none 13.5
Received from out of state none 142.6
SECURITIES OUTSTANDING
8. Submit the following information concerning the registrant and each
subsidiary thereof as of the latest available date:
FUNDED DEBT
(a) For each issue or series of funded debt, including funded debt secured
by liens on property owned, whether or not such debt has been assumed: (Do
not include here any contingent liabilities reported under paragraph 8(c).
As Of Date: September 30, 2000
By permission of the Staff, Columns E-I have been omitted.
<TABLE>
<CAPTION>
Column A Column B Column C Column D
Name of Title of Issue Amount Amount Issued
Obligor Authorized Less Retired
<S> <C> <C> <C>
AGLC 8.90% Medium-Term Notes, Series A, Due 2/15/01 (a) $15,000,000 $15,000,000
AGLC 8.90% Medium-Term Notes, Series A, Due 2/15/01 (a) $ 5,000,000 $ 5,000,000
AGLC 9.10% Medium-Term Notes, Series A, Due 2/01/21 (a) $30,000,000 $30,000,000
AGLC 8.20% Medium-Term Notes, Series B, Due 4/01/02 (b) $45,000,000 $45,000,000
AGLC 8.70% Medium-Term Notes, Series B, Due 4/01/22 (b) $25,000,000 $25,000,000
AGLC 8.55% Medium-Term Notes, Series B, Due 4/15/22 (b) $ 6,000,000 $ 6,000,000
AGLC 8.55% Medium-Term Notes, Series B, Due 4/01/22 (b) $ 5,000,000 $ 5,000,000
AGLC 8.55% Medium-Term Notes, Series B, Due 5/13/22 (b) $10,000,000 $10,000,000
AGLC 8.40% Medium-Term Notes, Series B, Due 6/05/12 (b) $ 5,000,000 $ 5,000,000
AGLC 8.30% Medium-Term Notes, Series B, Due 6/19/12 (b) $ 5,000,000 $ 5,000,000
AGLC 8.30% Medium-Term Notes, Series B, Due 7/01/12 (b) $ 5,000,000 $ 5,000,000
AGLC 7.55% Medium-Term Notes, Series B, Due 11/19/02 (b) $15,000,000 $15,000,000
AGLC 7.45% Medium-Term Notes, Series B, Due 11/26/02 (b) $ 5,000,000 $ 5,000,000
AGLC 7.50% Medium-Term Notes, Series B, Due 12/02/02 (b) $10,000,000 $10,000,000
AGLC 7.75% Medium-Term Notes, Series B, Due 12/15/04 (b) $ 5,000,000 $ 5,000,000
</TABLE>
6
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<TABLE>
<S> <C> <C> <C>
AGLC 7.65% Medium-Term Notes, Series B, Due 12/15/02 (b) $ 4,000,000 $ 4,000,000
AGLC 7.65% Medium-Term Notes, Series B, Due 12/10/02 (b) $ 4,000,000 $ 4,000,000
AGLC 7.75% Medium-Term Notes, Series B, Due 12/10/04 (b) $ 5,000,000 $ 5,000,000
AGLC 7.60% Medium-Term Notes, Series B, Due 12/15/04 (b) $ 3,500,000 $ 3,500,000
AGLC 7.50% Medium-Term Notes, Series B, Due 12/16/02 (b) $ 5,000,000 $ 5,000,000
AGLC 7.60% Medium-Term Notes, Series B, Due 12/15/04 (b) $10,000,000 $10,000,000
AGLC 7.60% Medium-Term Notes, Series B, Due 12/15/04 (b) $ 5,000,000 $ 5,000,000
AGLC 7.50% Medium-Term Notes, Series B, Due 12/16/02 (b) $ 5,000,000 $ 5,000,000
AGLC 7.60% Medium-Term Notes, Series B, Due 12/23/04 (b) $ 5,000,000 $ 5,000,000
AGLC 8.25% Medium-Term Notes, Series B, Due 1/04/23 (b) $25,000,000 $25,000,000
AGLC 8.10% Medium-Term Notes, Series B, Due 1/26/23 (b) $ 2,000,000 $ 2,000,000
AGLC 7.97% Medium-Term Notes, Series B, Due 2/06/23 (b) $10,000,000 $10,000,000
AGLC 7.97% Medium-Term Notes, Series B, Due 2/06/23 (b) $ 5,000,000 $ 5,000,000
AGLC 7.90% Medium-Term Notes, Series B, Due 2/23/23 (b) $ 5,000,000 $ 5,000,000
AGLC 7.70% Medium-Term Notes, Series B, Due 3/01/23 (b) $ 5,000,000 $ 5,000,000
AGLC 7.45% Medium-Term Notes, Series B, Due 3/05/14 (b) $ 2,170,000 $ 2,170,000
AGLC 7.35% Medium-Term Notes, Series B, Due 3/15/13 (b) $ 5,000,000 $ 5,000,000
AGLC 7.50% Medium-Term Notes, Series B, Due 4/02/13 (b) $ 1,000,000 $ 1,000,000
AGLC 7.55% Medium-Term Notes, Series B, Due 4/16/13 (b) $12,330,000 $12,330,000
AGLC 5.90% Medium-Term Notes, Series C, Due 10/06/03 (c) $30,000,000 $30,000,000
AGLC 6.00% Medium-Term Notes, Series C, Due 10/23/06 (c) $10,000,000 $10,000,000
AGLC 6.85% Medium-Term Notes, Series C, Due 10/26/23 (c) $ 2,000,000 $ 2,000,000
AGLC 7.05% Medium-Term Notes, Series C, Due 12/02/13 (c) $24,500,000 $24,500,000
AGLC 6.55% Medium-Term Notes, Series C, Due 12/07/05 (c) $42,000,000 $42,000,000
AGLC 7.20% Medium-Term Notes, Series C, Due 12/09/13 (c) $ 5,250,000 $ 5,250,000
AGLC 7.10% Medium-Term Notes, Series C, Due 12/13/13 (c) $ 1,000,000 $ 1,000,000
AGLC 7.20% Medium-Term Notes, Series C, Due 12/13/13 (c) $20,000,000 $20,000,000
AGLC 7.00% Medium-Term Notes, Series C, Due 1/21/14 (c) $ 5,000,000 $ 5,000,000
AGLC 7.00% Medium-Term Notes, Series C, Due 1/18/19 (c) $ 5,000,000 $ 5,000,000
AGLC 7.10% Medium-Term Notes, Series C, Due 1/18/19 (c) $38,500,000 $38,500,000
AGLC 7.00% Medium-Term Notes, Series C, Due 1/27/15 (c) $11,250,000 $11,250,000
AGLC 6.55% Medium-Term Notes, Series C, Due 11/20/26 (c) $10,000,000 $10,000,000
AGLC 6.55% Medium-Term Notes, Series C, Due 11/20/26 (c) $10,000,000 $10,000,000
AGLC 6.55% Medium-Term Notes, Series C, Due 11/20/26 (c) $10,000,000 $10,000,000
AGLC 7.20% Medium-Term Notes, Series C, Due 7/17/17 (c) $20,000,000 $20,000,000
AGLC 7.20% Medium-Term Notes, Series C, Due 7/17/17 (c) $ 2,000,000 $ 2,000,000
AGLC 7.30% Medium-Term Notes, Series C, Due 7/15/27 (c) $33,500,000 $33,500,000
AGLC 7.30% Medium-Term Notes, Series C, Due 7/15/27 (c) $10,000,000 $10,000,000
AGLC 7.30% Medium-Term Notes, Series C, Due 7/15/27 (c) $10,000,000 $10,000,000
</TABLE>
Medium-term notes Series A, Series B, and Series C were issued under an
Indenture dated December 1, 1989.
(a) The total principal amount authorized for Series A was $125 million,
of which $75 million was issued in fiscal 1990 and $50 million was
issued in fiscal 1991. As of September 30, 2000, $50 million was
outstanding.
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(b) The total principal amount authorized for Series B was $300
million. $106 million was issued in fiscal 1992 and $194 million
was issued in fiscal 1993. As of September 30, 2000, $260 million
was outstanding.
(c) The total principal amount authorized for Series C was $300
million. $194.5 million was issued in fiscal 1994 and $105.5
million was issued in fiscal 1997. As of September 30, 2000, $300
million was outstanding.
CAPITAL STOCK
(b) For each class of capital stock including certificates of
beneficial interest give information in number of shares and in dollar
amounts: (Do not include here any warrants, options, or other
securities reported under paragraph 8(d).)
As Of Date: September 30, 2000
By permission of the Staff, Columns G-J have been omitted.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Name of Issuer Title of Issue Amount Amount Additional Amount Issued
Authorized by Reserved for Amount (Col. C Less
Charter Options, Unissued Cols. D and E)
Warrants,
Conversions &
Other Rights
------------------------------------------------------------------------------------------------------------------------------------
AGL Resources Common Stock, $5 750,000,000 8,763,359 687,213,848 57,813,048
Inc. (a) Par $289,065,240
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AGL Resources Inc. Class A Preferred 1,000,000 0 1,000,000 0
Stock
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Atlanta Gas Light Common Stock, $5 Par 100,000,000 0 44,647,585 55,352,415
Company $276,762,075
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AGL Rome Common Stock 1000 0 900 100
Holdings, Inc. $100
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Chattanooga Gas Common Stock, no par 1,000,000 0 990,000 10,000
Company $10,000
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AGL Energy Services, Common Stock 1,000 0 900 100
Inc. $100
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Georgia Natural Gas Common Stock, no par 1,000 0 900 100
Company $75,000
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AGL Investments, Inc. Common Stock, $0.01 0 1
Par
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AGL Consumer Services, Common Stock, $0.01 1,000 0 900 100
Inc. Par $100
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Trustees Investments, Common Stock, $1 Par 10,000 0 9,500 500
Inc. $500
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Utilipro, Inc. Series A 4,200,000 0 700,000
Convertible $700,000
Preferred Stock
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</TABLE>
8
<PAGE>
<TABLE>
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<S> <C> <C> <C> <C> <C>
Utilipro, Inc. Common Stock 10,000,000 0 9,937,000 63,000
$63,000
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AGL Propane Services, Common Stock, no par 100 0 0 100
Inc. $100
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AGL Energy Corporation Common Stock, no par 100 0 0 100
$100
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AGL Interstate Common Stock 1,000 0 900 100
Pipeline Company $100
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AGL Peaking Services, Common Stock 1,000 0 900 100
Inc. $100
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AGL Capital Corporation Common Stock, $0.01 10,000 0 9,000 1,000
Par $10
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</TABLE>
(a) As of September 30, 2000, AGL Resources had 3,790,255 shares held
in treasury and trust at $66,211,114. Total shares outstanding as of
September 30, 2000, was 54,022,793 with a par value of $289,065,240 and
a book value of $487,593,210.
CONTINGENT LIABILITIES
(c) A brief outline of the nature and amount of each contingent
liability on account of endorsement or other guarantees of any
securities.
Information with respect to contingent liabilities is set forth in Note
10 to Consolidated Financial Statements in the Annual Report to
Shareholders for the fiscal year ended September 30, 2000, and is
provided as Exhibit F-2.
OTHER SECURITIES
(d) A statement of the amount of warrants, rights, or other options of
any class of securities of the registrant and subsidiary companies not
elsewhere herein described which is outstanding and/or authorized. A
brief description of the provisions thereof should be included.
Information need not be set forth under this item as to notes, drafts,
bills of exchange or bankers' acceptances that mature within nine
months.
AGL Resources sponsors the Retirement Savings Plus ("RSP") Plan, a
defined contribution benefit plan. In a defined contribution benefit
plan, the benefits a participant ultimately receives come from regular
contributions to a participant account. Under the RSP Plan, AGL
Resources made matching contributions to participant accounts of $3.0
million in fiscal 2000. Information with respect to the RSP Plan is set
forth in AGL Resources' Registration Statement Nos. 333-26961 and
333-86983 and is incorporated herein by reference.
AGL Resources' Nonqualified Savings Plan ("NSP"), an unfunded,
nonqualified plan similar to the RSP Plan, established on July 1, 1995,
provides an opportunity for eligible employees to contribute additional
amounts for retirement savings once they have reached the maximum
contribution amount in the RSP Plan. AGL Resources' contributions to
the NSP during fiscal 2000 were not significant. Information
9
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with respect to the NSP is set forth in Atlanta Gas Light Registration Statement
No. 33-62155 and AGL Resources Registration Statement No. 333-26963 and is
incorporated herein by reference.
AGL Resources' Long-Term Incentive Plan ("LTIP"), provides for grants of
performance units, restricted stock and incentive and nonqualified stock options
to key employees. The LTIP currently authorizes the issuance of up to 2.8
million shares of AGL Resources' common stock. AGL Resources also maintains a
predecessor plan, the Long-Term Stock Incentive Plan ("LTSIP"), which provides
for grants of restricted stock, incentive and nonqualified stock options, and
stock appreciation rights to key employees. The LTSIP currently authorizes
issuance of up to 3.2 million shares of AGL Resources' common stock. In
addition, AGL Resources sponsors the Non-Employee Directors Equity Compensation
Plan ("Directors Plan") in which all non-employee directors participate. The
Directors Plan provides for the issuance of restricted stock and nonqualified
stock options. The Directors Plan currently authorizes the issuance of up to
200,000 shares of AGL Resources' common stock. Plan participants realize value
from option grants, only to the extent that the fair market value of AGL
Resources common stock on the date of exercise of the option exceeds the fair
market value of the common stock on the date of grant. Information with respect
to the LTIP is set forth in AGL Resources Registration Statement No. 333-86985,
information with respect to the LTSIP is set forth in Atlanta Gas Light
Registration Statement Nos. 33-50301 and 333-02353 and AGL Resources
Registration Statement No. 333-86987; information with respect to the Directors
Plan is set forth in AGL Resources Registration Statement No. 333-01519; each of
which is incorporated herein by reference.
Incentive and nonqualified stock options are granted at the fair market value on
the date of grant. The vesting of incentive options is subject to a statutory
limitation of $100,000 per year under Section 422A of the Internal Revenue Code.
Otherwise, nonqualified options generally become fully exercisable not earlier
than six months after the date of grant and generally expire 10 years after that
date.
Information about outstanding and exercisable options, as of September 30, 2000,
follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
-----------------------------------------------------------------------------------------------------------------
Range of Exercise Number of Weighted Average Weighted Number of Weighted
Prices Options Remaining Average Options Average
Contractual Life Exercise Price Exercise Price
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$13.75 to $17.49 307,675 4.7 $16.35 242,930 $16.13
---------------------------------------------------------------------------------------------------------------
$17.50 to $19.99 1,793,668 7.5 $18.48 878,690 $18.76
---------------------------------------------------------------------------------------------------------------
$20.00 to $23.19 1,227,813 6.7 $20.55 1,129,735 $20.53
---------------------------------------------------------------------------------------------------------------
$13.75 to $23.19 3,329,156 6.9 $19.05 2,251,355 $19.36
-------------------------------------------------------------------------------------------------------------------
</TABLE>
In June 1997 AGL Resources formed AGL Capital Trust, a Delaware business trust
(the Trust), of which AGL Resources owns all of the common voting securities.
The Trust issued and sold to certain initial investors $75 million principal
amount of 8.17% Capital Securities (liquidation amount $1,000 per Capital
Security), the proceeds of which were used to purchase 8.17% Junior Subordinated
Deferrable Interest Debentures, due June 1, 2037, from AGL Resources. The
Capital Securities are subject to mandatory redemption upon repayment of the
Junior Subordinated Debentures on the stated maturity date of June 1, 2037, upon
the earlier occurrence of certain events, or upon the optional prepayment by AGL
Resources on or after June 1, 2007. AGL Resources has fully and unconditionally
guaranteed all of the Trust's obligations with respect to the Capital
Securities.
AGL Investments, Inc. holds a member interest in AGL Networks, LLC. AGL networks
will install and lease, to third-party operators, coduit and fiber optic cable.
10
<PAGE>
INVESTMENTS IN SYSTEM SECURITIES
9. Give a tabulation showing principal amount, par or stated value, the cost
to the system company originally acquiring such security, and the number of
shares of units, of each security described under Item 8 that is held by
the registrant and by each subsidiary company thereof as the record (or
beneficial) owner, and the amount at which the same are carried on the
books of each such owner. This information should be given as of the same
date as the information furnished in Item 8.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Acquiring Company Issuing Company Type of Security Shares or Units Original Cost Book Value
held by the
Acquiring Company
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AGL Resources Inc. Atlanta Gas Light Common Stock, $5 Par 55,352,415 $440,397,775 $440,397,775
Company
---------------------------------------------------------------------------------------------------------------------------------
Atlanta Gas Light AGL Rome Holdings, Common Stock 100 $ 100 $ 100
Company Inc.
---------------------------------------------------------------------------------------------------------------------------------
AGL Resources Inc. Chattanooga Gas Common Stock, no par 10,000 $ 35,289,456 $ 35,289,456
Company
---------------------------------------------------------------------------------------------------------------------------------
AGL Resources Inc. AGL Energy Common Stock 100 $ 3,575,706 $ 3,575,706
Services, Inc.
---------------------------------------------------------------------------------------------------------------------------------
AGL Resources Inc. Georgia Natural Gas Common Stock, no par 100 $ 75,000 $ 75,000
Company
---------------------------------------------------------------------------------------------------------------------------------
AGL Resources Inc. AGL Investments, Common Stock, $0.01 1 $ 39,950,768 $ 39,950,768
Inc. Par
---------------------------------------------------------------------------------------------------------------------------------
AGL Investments, Inc. AGL Consumer Common Stock, $0.01 100 $ 100 $ 100
Services, Inc. Par
---------------------------------------------------------------------------------------------------------------------------------
AGL Investments, Inc. Trustees Common Stock, $1 Par 500 $ 2,204,556 $ 2,204,556
Investments, Inc.
---------------------------------------------------------------------------------------------------------------------------------
AGL Investments, Inc. Utilipro, Inc. Series A Convertible 700,000 $ 700,000 $ 3,675,000
Preferred Stock
---------------------------------------------------------------------------------------------------------------------------------
AGL Investments, Inc. AGL Propane Common Stock, no par 100 $ 11,423,242 $ 11,423,242
Services, Inc.
---------------------------------------------------------------------------------------------------------------------------------
AGL Investments, Inc. AGL Energy Common Stock, no par 100 $ 100 $ 100
Corporation
---------------------------------------------------------------------------------------------------------------------------------
AGL Resources Inc. AGL Interstate Common Stock 100 $ 100 $ 100
Pipeline Company
---------------------------------------------------------------------------------------------------------------------------------
AGL Resources Inc. AGL Peaking Common Stock 100 $ 2,700,000 $ 2,700,000
Services, Inc.
---------------------------------------------------------------------------------------------------------------------------------
AGL Investments, Inc. AGL Netowrks, LLC Member Interest $ 2,000,000 $ 2,000,000
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
INVESTMENTS IN OTHER COMPANIES
10. Give a tabulation showing all investments of the registrant and each
subsidiary thereof in holding companies and in public utility companies
which are not subsidiary companies of the registrant. Also, show all other
investments of the registrant and each subsidiary thereof in the securities
of any other enterprise, if the book value of the investment in any such
enterprise exceeds 2% of the total debit
11
<PAGE>
accounts shown on the balance sheet of the company owning investment or an
amount in excess of $25,000 (whichever amount is the lesser). Give the
principal amount and number of shares or units and the cost of each issue
of such securities to the system company originally acquiring such
security, and the amount at which the same are carried on the books of the
owner. List all such securities pledged as collateral for loans or other
obligations and identify loans and obligations for which pledged. This
information should be given as of the same date as the information
furnished in Item 8.
<TABLE>
<CAPTION>
Investor Investee Type Cost Carrying Value
<S> <C> <C> <C> <C>
Georgia Natural Gas Company SouthStar Energy Services LLC Limited Liability $48.8 million $48.8 million
Corporation
AGL Peaking Services, Inc. Etowah LNG Company, LLC Limited Liability $ 3.3 million $ 3.3 million
Corporation
AGL Propane Services, Inc. U.S. Propane, L.P. Limited Partnership $20.7 million $20.7 million
</TABLE>
INDEBTEDNESS OF SYSTEM COMPANIES
11. List each indebtedness of the registrant and of each subsidiary company
thereof (other than indebtedness reported under Item 8, but as of the same
date) where the aggregate debt owed by any such company to any one person
exceeds $25,000 or an amount exceeding 2% of the total of the debit
accounts shown on the balance sheet of the debtor (whichever amount is the
lesser) but not including any case in which such aggregate indebtedness is
less than $5,000, and give the following additional information as to each
such indebtedness:
(a) Debts owed to associate companies as of September 30, 2000:
<TABLE>
<CAPTION>
Debtor Creditor Amount Owed Rate of Date of
(000's) Interest Maturity
<S> <C> <C> <C> <C>
AGL Consumer Services, Inc. AGL Resources Inc. 97 n/a n/a
Utilipro, Inc. AGL Resources Inc. 2,897 n/a n/a
AGL Peaking Services, Inc. AGL Resources Inc. 603 n/a n/a
AGL Investments, Inc. AGL Resources Inc. 183 n/a n/a
Georgia Natural Gas Company AGL Resources Inc. 53,621 n/a n/a
Atlanta Gas Light Company AGL Resources Inc. 4,579 n/a n/a
AGL Resources Inc. Chattanooga Gas Company 47,401 n/a n/a
AGL Resources Inc. Atlanta Gas Light Company 640,205 n/a n/a
</TABLE>
12
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
AGL Consumer Services, Inc. Atlanta Gas Light Company 4,026 n/a n/a
Trustees Investments, Inc. Atlanta Gas Light Company 983 n/a n/a
AGL Energy Services, Inc. Atlanta Gas Light Company 175,064 n/a n/a
Georgia Natural Gas Company Atlanta Gas Light Company 1,395 n/a n/a
AGL Resources Inc. Chattanooga Gas Company 16,477 n/a n/a
AGL Consumer Services, Inc. Chattanooga Gas Company 156 n/a n/a
AGL Energy Services, Inc. Chattanooga Gas Company 3,117 n/a n/a
Atlanta Gas Light Company Chattanooga Gas Company 45,876 n/a n/a
AGL Resources Inc. AGL Energy Services, Inc. 164,000 n/a n/a
Georgia Natural Gas Company AGL Energy Services, Inc. 8 n/a n/a
AGL Resources Inc. Georgia Natural Gas Company 6,497 n/a n/a
AGL Investments, Inc. Georgia Natural Gas Company 1,094 n/a n/a
AGL Resources Inc. AGL Investments, Inc. 66,041 n/a n/a
Trustees Investments, Inc. AGL Investments, Inc. 1,242 n/a n/a
AGL Energy Corporation AGL Investments, Inc. 9 n/a n/a
AGL Propane Services, Inc AGL Investments, Inc. 13 n/a n/a
AGL Energy Services, Inc. AGL Investments, Inc. 1 n/a n/a
Atlanta Gas Light Company AGL Investments, Inc. 22,569 n/a n/a
Utilipro, Inc. AGL Investments, Inc. 16,104 Prime+3 12/00
AGL Investments, Inc. Atlanta Gas Light Company 314 n/a n/a
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
AGL Investments, Inc. AGL Consumer Services, Inc. 3,934 n/a n/a
AGL Resources Inc. Trustees Investments, Inc. 309 n/a n/a
AGL Resources Inc. AGL Propane Services, Inc 52 n/a n/a
AGL Investments, Inc. AGL Propane Services, Inc 1 n/a n/a
AGL Investments, Inc. AGL Networks, Inc. 1,940 n/a n/a
Atlanta Gas Light Company AGL Peaking Services, Inc. 1,378 n/a n/a
AGL Resources Inc. AGL Capital Trust 776 n/a n/a
</TABLE>
(b) Debts owed to others as of September 30, 2000:
Debts owed to others has been omitted.
PRINCIPAL LEASES
12. Describe briefly the principal features of each lease (omitting oil and gas
leases) to which the registrant or any subsidiary company thereof is a
party, which involves rental at an annual rate of more than $50,000 or an
amount exceeding 1% of the annual gross operating revenue of such party to
said lease during its last fiscal year (whichever of such sums is the
lesser) but not including any lease involving rental at a rate of less than
$5,000 per year.
<TABLE>
<CAPTION>
Fiscal 2000
Type Lessee Lessor Item Leased Payments
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating AGL Resources Inc. Hewlett-Packard Computer Equipment 2,245,326
Operating AGL Resources Inc. Axiom Computer Equipment 2,154,156
Operating AGL Resources Inc. Icon/Gordon Office Equipment 964,631
</TABLE>
14
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Operating AGL Resources Inc. Novare Biltmore Assoc., LLC Office Space 614,000
Operating AGL Resources Inc. Extreme Networks Credit Corp. Network Equipment 209,591
Operating AGL Resources Inc. Axiom Computer Equipment 85,237
Operating Atlanta Gas Light Company Peachtree 400 Assoc., LTD Office Space 2,423,493
Operating Atlanta Gas Light Company BellSouth Telephone Equipment 2,183,678
Operating Atlanta Gas Light Company AT&T Telephone Equipment 1,031,305
Operating Atlanta Gas Light Company Lucent Technology Products Telephone Equipment 780,520
Operating Atlanta Gas Light Company Latex Construction Co. Office Space 291,750
Operating Atlanta Gas Light Company A.G. No.1, LLC Office Space 253,672
Operating Atlanta Gas Light Company SSC Investments Office Space 178,008
Operating Atlanta Gas Light Company Extreme Networks Credit Corp. Telephone Equipment 163,408
Operating Atlanta Gas Light Company Rudolph N. Graham, Jr. DDS Office Space 153,744
Operating Atlanta Gas Light Company Johnnie L. Clark Office Space 115,000
Operating Atlanta Gas Light Company Evelyn S and Thomas W. Cox Office Space 72,797
Operating Atlanta Gas Light Company Selma M. Aspinwall Office Space 70,000
Operating Atlanta Gas Light Company Borders 7 Holt Investments, LLC Office Space 69,714
Operating Utilipro, Inc. Rreef Office Space 182,964
Operating Utilipro, Inc. NSA Credit Corp. Data Center 152,593
Operating Utilipro, Inc. Mellon US Leasing Furniture 146,064
Operating Utilipro, Inc. Insignia/ESG Office Space 112,897
Operating Utilipro, Inc. Hewlett-Packard Computer Equipment 86,368
Operating Utilipro, Inc. Solarcom (Wells Fargo) Data Center 83,342
Operating Utilipro, Inc. Insignia/ESG Office Space 58,932
Capital Utilipro, Inc. NSA Credit Corp. Data Center 651,446
Capital Utilipro, Inc. NSA Credit Corp. Data Center 180,760
Capital Utilipro, Inc. NSA Credit Corp. Data Center 112,807
Capital Utilipro, Inc. Neon Computer Software 89,880
Capital Utilipro, Inc. Lucent Technologies Telephone Equipment 81,226
</TABLE>
SECURITIES SOLD
13. If, during the last five years, the registrant or any subsidiary company
thereof has issued, sold, or exchanged either publicly or privately any
securities having a principal amount, par, stated or declared value
exceeding $1,000,000 or exceeding an amount equal to 10% of the total
liabilities as shown by the balance sheet of issuer at the time such issue
(whichever of such sums is the lesser), give the following information with
respect to each such issue or sale:
Atlanta Gas Light sold $105.5 million in principal amount of its Medium-
Term Notes, Series C, during the fiscal year ended September 30, 1997. Net
proceeds from the sale were $105.5 million. The notes were issued under an
Indenture dated December 1, 1989.
AGREEMENTS FOR FUTURE DISTRIBUTION OF SECURITIES
14. (a) Summarize the terms of any existing agreement to which the registrant
of any associate or affiliate company thereof is a party or in which any
such company has a beneficial interest with respect to future distributions
of securities of the registrant or of any subsidiary.
15
<PAGE>
Certain information regarding agreements with respect to future
distribution of securities of AGL Resources and its subsidiaries is set
forth in the following documents, the applicable portions of which are
hereby incorporated by reference: Item 1.C and Item 1.E. of the AGL
Resources U-1/A as amended October 5, 2000; information with respect to the
AGL Resources Inc. Retirement Savings Plus Plan is set forth in
Registration Statement Nos. 333-26961 and 333-86983; information with
respect to the AGL Resources Inc. Nonqualified Savings Plan is set forth in
Registration Statement Nos. 33-62155 and 333-26963; information with
respect to the LTIP is set forth in AGL Resources Registration Statement
No. 333-86985, information with respect to the LTSIP is set forth in
Atlanta Gas Light Registration Statement Nos. 33-50301 and 333-02353 and
AGL Resources Registration Statement No. 333-86987; information with
respect to the Directors Plan is set forth in AGL Resources Registration
Statement No. 333-01519.
(b) Describe briefly the nature of any financial interest (other than the
ownership of securities acquired as a dealer for the purpose of resale)
which any person with whom such agreement exists, has in the registrant or
in any associate company thereof.
The beneficiaries of the employee benefit plans referred to above may be
deemed to have a financial interest in the registrant or affiliated
companies thereof by virtue of their employment relationship with the
registrant or such other companies and compensation, benefit and severance
agreements and arrangements relating to such employment.
TWENTY LARGEST HOLDERS OF CAPITAL STOCKS
15. As of a recent date (indicating such date for each class) give the
following information with respect to the holders of each class of stock
and/or certificates of beneficial interest of the registrant:
(a) List the twenty largest holders in accordance with the table below:
AGL Resouces shares can be held by certificate, through dividend
reinvestment plans, through investment companies, and other street name and
nominee accounts. Absent an unreasonable expenditure of time and money, AGL
Resources has no way to determine the number of shares held by each holder
of beneficial interest. Accordingly, AGL Resources is only able to provide
information as to shares registered with AGL Resources.
The following table sets forth AGL Resources' twenty largest registered
shareholders as of September 30, 2000:
<TABLE>
<CAPTION>
Title of Issue Holder of Record Number of Percent
Shares Owned of Class
<S> <C> <C> <C>
AGL Resources Inc. Common Stock American Century Investment Mgmt. 3,088,800 5.7%
AGL Resources Inc. Common Stock Gabelli Asset Management Company 1,774,150 3.3%
AGL Resources Inc. Common Stock Chase Asset Management 1,421,900 2.6%
AGL Resources Inc. Common Stock Barclays Global Investors 1,264,020 2.3%
AGL Resources Inc. Common Stock Putnam Investment Management, Inc. 995,400 1.8%
AGL Resources Inc. Common Stock Duff & Phelps Investment Mgmt. Co. 926,000 1.7%
AGL Resources Inc. Common Stock Vanguard Group, Inc. 739,862 1.4%
</TABLE>
16
<PAGE>
<TABLE>
<S> <C> <C> <C>
AGL Resources Inc. Common Stock State Street Global Advisors 561,124 1.0%
AGL Resources Inc. Common Stock Morgan Stanley Dean Witter Advisors, Inc. 522,029 1.0%
AGL Resources Inc. Common Stock MFS Investment Management 512,057 0.9%
AGL Resources Inc. Common Stock Franklin Portfolio Associates L.L.C. 491,400 0.9%
AGL Resources Inc. Common Stock Loomis, Sayles & Company, L.P. 461,700 0.9%
AGL Resources Inc. Common Stock New York State Common Retirement System 395,100 0.7%
AGL Resources Inc. Common Stock Caxton Corporation 389,000 0.7%
AGL Resources Inc. Common Stock Teacher Retirement System of Texas 358,000 0.7%
AGL Resources Inc. Common Stock College Retirement Equities Fund 343,600 0.6%
AGL Resources Inc. Common Stock Florida State Board of Administration 325,675 0.6%
AGL Resources Inc. Common Stock Pennsylvania Public School ERS 321,842 0.6%
AGL Resources Inc. Common Stock American General Investment Mgmt., L.P. 304,055 0.6%
AGL Resources Inc. Common Stock Mellon Bank (Private Asset Management) 274,754 0.5%
</TABLE>
(b) Number of shareholders of record each holding 1,000 shares or more,
and aggregate number of shares so held.
2,585 shareholders
3,174,452 shares
(c) Number of shareholders of record each holding less than 1,000 shares,
and aggregate number of shares so held.
12,211 shareholders
54,852,698 shares
OFFICERS, DIRECTORS AND EMPLOYEES
16. (a). Positions and Compensation of Officers and Directors. Give name and
address of each director and officer (including any person who performs
similar functions) of the registrant, of each subsidiary company thereof,
and of each mutual service company which is a member of the same holding
company system. Opposite the name of each such individual give the title of
every such position held by him and briefly describe each other employment
of such individual by each such company.
State the present rate of compensation on an annual basis for each director
whose aggregate compensation from all such companies exceeds $1,000 per
year, and of each officer whose aggregate compensation from such companies
is at the rate of $20,000 or more per year. In the event any officer
devotes only part of his time to a company or companies in the system this
fact should be indicated by appropriate footnote. Such compensation for
such part time should be computed on an annual rate and if such annual rate
exceeds $20,000 the actual compensation as well as annual rate should also
be reported.
(b). Compensation of Certain Employees. As to regular employees of such
companies who are not directors or officers of any one of them, list the
name, address, and aggregate annual rate of compensation of all those who
receive $20,000 or more per year from all such companies.
(c). Indebtedness to System Companies. As to every such director, trustee
or officer as aforesaid, who is indebted to any one of such companies, or
on whose behalf any such company has now outstanding and effective any
obligation to assume or guarantee payment of any indebtedness to another,
and whose total
17
<PAGE>
direct and contingent liability to such company exceeds the sum of $1,000,
give the name of such director, trustee, or officer, the name of such
company, and describe briefly the nature and amount of such direct and
contingent obligations.
(d). Contracts. If any such director, trustee, or officer as aforesaid: (1)
has an existing contract with any such company (exclusive of an employment
contract which provides for no compensation other than that set forth in
paragraph (a) of this Item); or, (2) either individually or together with
the members of his immediate family, owns, directly or indirectly, 5% or
more of the voting securities of any third person with whom any such
company has an existing contract; or, (3) has any other beneficial interest
in an existing contract to which any such company is a party; describe
briefly the nature of such contract, the names of the parties thereto, the
terms thereof, and the interest of such officer, trustee, or director
therein.
(e). Banking Connections. If any such director, trustee, or officer is an
executive officer, director, partner, appointee, or representative of any
bank, trust company, investment banker, or banking association or firm, or
of any corporation a majority of whose stock having the unrestricted right
to vote for the election of directors, is owned by any bank, trust company,
investment banker, or banking association or firm, state the name of such
director or officer, describe briefly such other positions held by him and
indicate which of the rules under Section 17(c) authorizes the registrant
and subsidiary companies of which he is a director or officer to retain him
in such capacity.
Information regarding the officers and directors of AGL Resources is set
forth in the Proxy Statement of AGL Resources distributed in connection
with the 2001 Annual Meeting of Shareholders and AGL Resources Annual
Report on Form 10-K for the fiscal year ended September 30, 2000, each of
which is incorporated herein by reference. The banking relationships
described in the Proxy Statement of AGL Resources are permitted by the
Commission's Rule 70.
By permission of the staff, certain information requested in Item 16(a).
through (d). have been omitted. The following table provides required
information regarding the officers and directors of each subsidiary company
included in Item 4 (updated through December 29, 2000):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Name of Company Name of Officer or Director Position Held
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Atlanta Gas Light Company Melanie M. Platt Director
Clayton H. Preble Director
Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Paula G. Rosput Chairman (Principal Executive Officer)
Richard J. Duszynski Acting President and Chief Operating
Officer
Paul R. Shlanta Senior Vice President and General
Counsel
Donald P. Weinstein Senior Vice President and Chief
Financial Officer [and Assistant
Corporate Secretary] (Principal
Accounting and Financial Officer)
Isaac Blythers Vice President Operations
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Mark D. Caudill Vice President and Corporate Secretary
Thomas L. Gleason Controller
Michael D. Hutchins Vice President Business Process
Innovation
Catherine Land-Waters Vice President Corporate Initiatives
William Peeples Vice President New Business and
Marketing
Victor H. Pena Vice President
Melanie M. Platt Vice President
James W. Scabareti Vice President Gas Services
Suzanne Sitherwood Vice President Engineering and
Construction
Elizabeth J. White Vice President and Controller
-----------------------------------------------------------------------------------------------------------------------------
AGL Rome Holdings, Inc. Paula G. Rosput Director
Paul R. Shlanta Director
Paula G. Rosput President
Paul R. Shlanta Vice President
Donald P. Weinstein Treasurer
Mark D. Caudill Corporate Secretary
-----------------------------------------------------------------------------------------------------------------------------
Chattanooga Gas Company Melanie M. Platt Director
Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Paula G. Rosput President
Isaac Blythers Executive Vice President and General
Manager
Mark D. Caudill Vice President and Secretary
Thomas L. Gleason Treasurer
-----------------------------------------------------------------------------------------------------------------------------
AGL Energy Services, Inc. Melanie M. Platt Director
Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Paula G. Rosput President
James W. Scabareti Vice-President
Mark D. Caudill Corporate Secretary
-----------------------------------------------------------------------------------------------------------------------------
Georgia Natural Gas Company Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Paula G. Rosput President
Mark D. Caudill Corporate Secretary
-----------------------------------------------------------------------------------------------------------------------------
SouthStar Energy Services LLC Stephen J. Gunther President
-----------------------------------------------------------------------------------------------------------------------------
AGL Investments, Inc. Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
Paula G. Rosput President
Donald P. Weinstein Chief Financial Officer & Treasurer
Mark D. Caudill Vice President and Corporate Secretary
---------------------------------------------------------------------------------------------------------------------------
AGL Consumer Services, Inc. Clayton H. Preble Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Clayton H. Preble President
Mark D. Caudill Corporate Secretary
---------------------------------------------------------------------------------------------------------------------------
Trustees Investments, Inc. Clayton H. Preble Director
Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Paula G. Rosput President
Mark D. Caudill Corporate Secretary
---------------------------------------------------------------------------------------------------------------------------
Utilipro, Inc. Mike Foley Director
Clayton H. Preble Director
Paula G. Rosput Director
Brian Gillespie Chief Executive Officer
Andrew Hopkins President
---------------------------------------------------------------------------------------------------------------------------
AGL Propane Services, Inc. Paul R. Shlanta Director
Gwen Martini Director
Joan L. Dobrzynski Director
Paul R. Shlanta President
Mark D. Caudill Vice President and Corporate Secretary
Gwen Martini Assistant Secretary and Treasurer
Linda S. Bubacz Assistant Treasurer
---------------------------------------------------------------------------------------------------------------------------
AGL Energy Corporation Paul R. Shlanta Director
Gwen Martini Director
Francis B. Jacobs, II Director
Paul R. Shlanta President
Mark D. Caudill Vice President and Corporate Secretary
Gwen Martini Assistant Secretary and Treasurer
Lisa M. Oakes Assistant Treasurer
---------------------------------------------------------------------------------------------------------------------------
AGL Networks, LLC Clayton H. Preble Director
Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Donald P. Weinstein President
Eric Martinez Vice President
Donald P. Weinstein Treasurer
Mark D. Caudill Secretary
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------------------------------------------
Donald P. Weinstein Director
Paula G. Rosput, President President
James W. Scabareti Vice President and Treasurer
Mark D. Caudill Vice President and Corporate Secretary
---------------------------------------------------------------------------------------------------------------------------
AGL Interstate Pipeline Company Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Paula G. Rosput President
Mark D. Caudill Corporate Secretary
---------------------------------------------------------------------------------------------------------------------------
AGL Peaking Services, Inc. Paula G. Rosput Director
Paul R. Shlanta Director
Donald P. Weinstein Director
Paula G. Rosput President
Mark D. Caudill Corporate Secretary
---------------------------------------------------------------------------------------------------------------------------
AGL Services Company Paul R. Shlanta Director
Paul R. Shlanta President
Donald P. Weinstein Treasurer
Mark D. Caudill Corporate Secretary
---------------------------------------------------------------------------------------------------------------------------
AGL Capital Corporation Robert W. Grier Director
Gwen Martini Director
Paul R. Shlanta Director
Paul R. Shlanta President
Thomas L. Gleason Vice President
Gwen Martini Treasurer
Robert W. Grier Assistant Treasurer
Mark D. Caudill Secretary
David R. Hancock Assistant Secretary
---------------------------------------------------------------------------------------------------------------------------
Virginia Natural Gas, Inc. Henry P. Linginfelter Director
Clayton H. Preble Director
Paula G. Rosput Director
Donald P. Weinstein Director
Henry P. Linginfelter President
Mark D. Caudill Secretary
Frank Corbett Vice President Operations and
Engineering
Thomas L. Gleason Treasurer
Donald P. Fickenscher Vice President, Chief Legal Officer
and Assistant Secretary
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
INTERESTS OF TRUSTEES IN SYSTEM COMPANIES
17. Describe briefly the nature of any substantial interest which any trustee
under indentures executed in connection with any outstanding issue of
securities of the registrant or any subsidiary thereof, has in either the
registrant or such subsidiary, and any claim which any such trustee may
have against registrant or any subsidiary; provided, however, that it shall
not be necessary to include in such
21
<PAGE>
description any evidences of indebtedness owned by such trustee which were
issued pursuant to such an indenture.
To the knowledge of AGL Resources, no such interests exist.
SERVICE, SALES AND CONSTRUCTION CONTRACTS
18. As to each service, sales, or construction contract (as defined in
paragraphs (19) to (21) of Section 2(a) of the Act) which the registrant
and any subsidiary company thereof has had in effect within the last three
months, describe briefly the nature of such contract, the name and address
of the parties thereto, the dates of execution and expiration, and the
compensation to be paid thereunder. Attach typical forms of any such
contracts as an exhibit to this registration statement. If the other party
to any such contract is a mutual service company or a subsidiary service
company which is a member of the same holding company system as the
registrant and as to which the Commission has made a favorable finding in
accordance with Rule 13-22, specific reference may be made to the
application or declaration filed by such company pursuant to Rule 13-22 and
no further details need be given as to such contracts.
The Master Transition Services Agreement between AGL Resources Inc. and its
Affiliates and AGL Services Company attached hereto as Exhibit H-1.
The Transition Services Agreement between AGL Resources Inc. and Dominion
Resources Inc. incorporated herein by reference to the Stock Purchase
Agreement, Exhibit B-1 in the AGL Resources Form U-1/A as amended October
5, 2000.
LITIGATION
19. Describe briefly any existing litigation of the following descriptions, to
which the registrant or any subsidiary company thereof is a party, or of
which the property of the registrant or any such subsidiary company is the
subject, including the names of the parties and the court in which such
litigation is pending:
(1) Proceedings to enforce or to restrain enforcement of any order of a
State commission or other governmental agency;
(2) Proceedings involving any franchise claimed by any such company;
(3) Proceedings between any such company and any holder, in his capacity
as such, of any funded indebtedness or capital stock issued, or guaranteed
by such company, or between any such company and any officer thereof;
(4) Proceedings in which any such company sues in its capacity as owner of
capital stock or funded indebtedness issued or guaranteed by any other
company; and
(5) Each other proceeding in which the matter in controversy, exclusive of
interest and costs, exceeds an amount equal to 2% of the debit accounts
shown on the most recent balance sheet of such company.
22
<PAGE>
Information regarding litigation involving AGL Resources and its
subsidiaries is incorporated by reference to Part I, Item 3, "Legal
Proceedings," of AGL Resources' Annual Report on Form 10-K for the fiscal
year ended September 30, 2000. The nature of the business of AGL Resources
and its subsidiaries ordinarily results in periodic regulatory proceedings
before various state and federal authorities and/or litigation incidental
to the business. Information regarding such proceedings is incorporated by
reference to the following sections Form 10-K for the fiscal year ended
September 30, 2000: Part I, Item 1, "Business - State Regulatory Matters",
"Business - Federal Regulatory Matters", "Business - Environmental
Matters", and "Business -Significant Customers."
EXHIBITS
EXHIBIT A. Furnish a corporate chart showing graphically relationships
existing between the registrant and all subsidiary companies
thereof as of the same date as the information furnished in the
answer to Item 8. The chart should show the percentage of each
class voting securities of each subsidiary owned by the
registrant and by each subsidiary company.
A corporate chart of AGL Resources and its subsidiaries is
provided as Exhibit A.
EXHIBIT B. With respect to the registrant and each subsidiary company
thereof, furnish a copy of the charter, articles of
incorporation, trust agreement, voting trust agreement, or
other fundamental document of organization, and a copy of its
bylaws, rules, and regulations, or other instruments
corresponding thereto. If such documents do not set forth fully
the rights, priorities, and preferences of the holders of each
class of capital stock described in the answer to Item 8(b) and
those of the holders of any warrants, options or other
securities described in the answer to Item 8(d), and of any
limitations on such rights, there shall also be included a copy
of each certificate, resolution, or other document establishing
or defining such rights and limitations. Each such document
shall be in the amended form effective at the date of filing
the registration statement or shall be accompanied by copies of
any amendments to it then in effect.
Exhibit B omitted by permission of the staff.
EXHIBIT C (a) With respect to each class of funded debt shown in the
answers to Items 8(a) and 8(c), submit a copy of the indenture
or other fundamental document defining the rights of the
holders of such security, and a copy of each contract or other
instrument evidencing the liability of the registrant or a
subsidiary company thereof as endorser or guarantor of such
security. Include a copy of each amendment of such document and
of each supplemental agreement, executed in connection
therewith. If there have been any changes of trustees
thereunder, such changes, unless otherwise shown, should be
indicated by notes on the appropriate documents. No such
indenture or other document need be filed in connection with
any such issue if the total amount of securities that are now,
or may at any time hereafter, be issued and outstanding
thereunder does not exceed either $1,000,000 or an amount equal
to 10% of the total of the debit accounts shown on the most
recent balance
23
<PAGE>
sheet of the registrant or subsidiary company which issued or
guaranteed such securities or which is the owner of property
subject to the lien of such securities, whichever of said sums
is the lesser.
(b) As to each outstanding and uncompleted contract or
agreement entered into by registrant or any subsidiary company
thereof relating to the acquisition of any securities, utility
assets (as defined in section 2(a)(18) of the Act), or any
other interest in any business, submit a copy of such contract
or agreement and submit details of any supplementary
understandings or arrangements that will assist in securing an
understanding of such transactions.
Exhibits C(a) and C(b) omitted by permission of the staff.
EXHIBIT D. A consolidating statement of income and surplus of the
registrant and its subsidiary companies for its last fiscal
year ending prior to the date of filing this registration
statement, together with a consolidating balance sheet of the
registrant and its subsidiary companies as of the close of such
fiscal year.
AGL Resources and its subsidiaries financial statements for the
fiscal year ended September 30, 2000 are provided as Exhibits
D-1 through D-3.
EXHIBIT E. For each public utility company and natural gas producing and
pipeline property in the holding company system of the
registrant, furnish the following maps (properties of associate
companies operating in contiguous or nearby areas may be shown
on the same map, provided property and service areas of each
company are shown distinctively).
(1) Map showing service area in which electric service is
furnished, indicating the names of the companies serving
contiguous areas.
(2) Electric system map showing location of electric property
(exclusive of local distribution lines) owned and/or operated,
and information as follows:
(a) Generating plants -- kind and capacity;
(b) Transmission lines -- voltage, number of circuits,
kind of supports, kind and size of conductors;
(c) Transmission substations -- capacity;
(d) Distribution substation -- capacity; and
(e) Points of interconnection with all other electric
utility companies and with all electrical enterprises
operated by municipal or governmental agencies, giving
names of such companies and enterprises.
(3) Map showing service area in which gas service is furnished,
indicating the names of companies serving contiguous areas; and
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(4) Gas system map showing location of gas property (exclusive
of low pressure local distribution lines) owned and/or operated,
and information as follows:
(a) Generating plants -- kind and daily capacity;
(b) Holders -- kind and capacity;
(c) Compressor stations -- capacity in horsepower;
(d) Transmission pipe lines -- size, approximate
average transmission pressure and the estimated daily
delivery capacity of the system;
(e) Points of interconnection with all other private
and public gas utilities, pipe lines, or producing
enterprises; giving names of such companies and other
enterprises; and
(f) General location and outline of gas producing and
reserve areas and diagrammatic location of gathering
lines.
Exhibits E(1) and E(2) are not applicable to AGL Resources.
Exhibits E(3) and E(4) are provided as Exhibit E under
Form SE.
EXHIBIT F. Furnish an accurate copy of each annual report for the last
fiscal year ending prior to the date of the filing of this
registration statement, which the registrant and each subsidiary
company thereof has previously submitted to its stockholders.
For companies for which no reports are submitted the reason for
omission should be indicated; provided that electronic filers
shall submit such reports in paper format only under cover of
Form SE.
AGL Resources Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 is provided as Exhibit F-1 under Form
SE.
AGL Resources Annual Report to Shareholders for the fiscal year
ended September 30, 2000 is provided as Exhibit F-2 under Form
SE.
EXHIBIT G. Furnish a copy of each annual report that the registrant and
each public utility subsidiary company thereof shall have filed
with any State Commission having jurisdiction to regulate public
utility companies for the last fiscal year ending prior to the
date of filing this registration statement. If any such company
shall have filed similar reports with more than one such State
commission, the registrant need file a copy of only one of such
reports provided that notation is made of such fact, giving the
names of the different commissions with which such report was
filed, and setting forth any differences between the copy
submitted and the copies filed with such other commissions. In
the event any company submits an annual report to the Federal
Power Commission but not to a State commission, a copy of such
report should be furnished. In the case of a registrant or any
public utility subsidiary company for which no report is
appended the reasons for such omission should be indicated such
as "No such reports required or filed;" provided that electronic
filers shall submit such reports in paper format only under
cover of Form SE.
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Atlanta Gas Light Company Annual Report on FERC Form 2 for the
fiscal year ended September 30, 1999, as filed with the Georgia
Public Service Commission, is provided as Exhibit G-1 under Form
SE.
Annual Report of Chattanooga Gas Company to the Tennessee
Regulatory Authority for the fiscal year ended September 30,
1999, is provided as Exhibit G-2 under Form SE.
EXHIBIT H. Typical forms of service, sales, or construction contracts
described in answer to Item 18.
Form of Master Transition Services Agreement between AGL
Resources Inc. and its Affiliates and AGL Services Company is
filed herewith as Exhibit H-1.
Form of AGL Services Agreement between AGL Services Company and
associate company is filed herewith as Exhibit H-2.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the registrant has caused this registration statement to be duly signed on
its behalf in the city of Atlanta and State of Georgia, on the 8/th/ day of
January, 2001.
AGL Resources Inc.
(Name of Registrant)
/s/ Paul R. Shlanta
_________________________________
Paul R. Shlanta
Senior Vice President and General Counsel
Attest:
/s/ Mark D. Caudill
_____________________________
Mark D. Caudill
Corporate Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit A Corporate chart of AGL Resources and its subsidiaries.
Exhibit D-1 Consolidating Statement of Income for AGL Resources Inc. and its
subsidiaries for the fiscal year ended September 30, 2000.
Exhibit D-2 Consolidating Statement of Earnings Reinvested for AGL Resources
Inc. and its subsidiaries for the fiscal year ended September 30,
2000.
Exhibit D-3 Consolidating Balance Sheet for AGL Resources Inc. and its
subsidiaries as of September 30, 2000.
Exhibit E Service area map for AGL Resources Inc. and its subsidiaries is
filed concurrently under Form SE.
Exhibit F-1 AGL Resources Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 is filed concurrently under Form SE.
Exhibit F-2 AGL Resources Annual Report to Shareholders for the fiscal year
ended September 30, 2000 is filed concurrently under Form SE.
Exhibit G-1 Atlanta Gas Light Company Annual Report on FERC Form 2 for the
fiscal year ended September 30, 1999, as filed with the Georgia
Public Service Commission, is filed concurrently under Form SE.
Exhibit G-2 Annual Report of Chattanooga Gas Company to the Tennessee
Regulatory Authority for the fiscal year ended September 30,
1999, is filed concurrently under Form SE.
Exhibit H-1 Form of Master Transition Services Agreement between AGL
Resources Inc. and its Affiliates and AGL Services Company.
Exhibit H-2 Form of AGL Services Agreement between AGL Services Company and
associate company.
