<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ATLANTA GAS LIGHT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-0145925
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
303 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30308
(404) 584-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
DAVID R. JONES ROBERT L. GOOCHER ALBERT G. NORMAN, JR.
PRESIDENT EXECUTIVE VICE PRESIDENT LONG, ALDRIDGE & NORMAN
ATLANTA GAS LIGHT COMPANY ATLANTA GAS LIGHT COMPANY 303 PEACHTREE STREET,
303 PEACHTREE STREET, 303 PEACHTREE STREET, N.E.
N.E. N.E. ATLANTA, GEORGIA 30308
ATLANTA, GEORGIA 30308 ATLANTA, GEORGIA 30308 (404) 527-4070
(404) 584-4000 (404) 584-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENTS FOR SERVICE)
----------------
COPY TO:
DAVID P. FALCK
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1490
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT (2) PRICE(2) FEE
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$5 per share.......... 1,495,000 shares $34.125 $51,016,875 $17,592
</TABLE>
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(1) Includes 195,000 shares issuable upon the exercise of the Underwriters'
option to purchase shares solely to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee and
calculated pursuant to Rule 457(c) on the basis of the average of the high
and low prices of the Company's Common Stock as reported in the
consolidated reporting system on May 18, 1995.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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--------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MAY 23, 1995
PROSPECTUS
1,300,000 SHARES
ATLANTA GAS LIGHT COMPANY
COMMON STOCK
[LOGO OF ATLANTA GAS LIGHT COMPANY APPEARS HERE]
------------
Atlanta Gas Light Company (the "Company") is offering hereby 1,300,000 shares
(the "Shares") of its common stock, par value $5 per share (the "Common
Stock"). The Common Stock is traded on the New York Stock Exchange under the
symbol "ATG." On May 19, 1995, the last reported sale price of the Common Stock
on the New York Stock Exchange was $33 7/8 per share.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY(2)
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.................................... $ $ $
--------------------------------------------------------------------------------
Total(3)..................................... $ $ $
</TABLE>
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(1) The Company has agreed to indemnify the several Underwriters against
certain civil liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) Before deducting expenses payable by the Company estimated at $114,142.
(3) The Company has granted the several Underwriters an option to purchase up
to an additional 195,000 Shares (the "Option Shares") to cover over-
allotments. If all such Option Shares are purchased, the total Price to
Public, Underwriting Discount and Proceeds to Company will be $ , $
and $ , respectively. See "Underwriting."
------------
The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval of certain
legal matters by counsel for the Underwriters and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the Shares
will be made in New York, New York on or about June , 1995.
------------
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
THE ROBINSON-HUMPHREY COMPANY, INC.
------------
The date of this Prospectus is June , 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
Additional information regarding the Company and the shares of Common Stock
to be offered by the Company is contained in the Registration Statement on Form
S-3 and the exhibits thereto (of which this Prospectus forms a part) which the
Company has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act").
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information also may be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission under the
1934 Act (File No. 1-9905) are incorporated in this Prospectus by reference as
of their respective dates of filing and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994; and
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 31, 1994 and March 31, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents; provided, however, that all documents so
filed in each year during which the offering made by this Prospectus is in
effect shall not be incorporated herein by reference or be a part hereof from
and after the date of filing of the Company's Annual Report on Form 10-K for
such year. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE INFORMATION INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH INFORMATION UNLESS THEY ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH INFORMATION. REQUESTS FOR SUCH
COPIES SHOULD BE DIRECTED TO THE OFFICE OF THE CORPORATE SECRETARY, ATLANTA GAS
LIGHT COMPANY, P.O. BOX 4569, ATLANTA, GEORGIA 30302; (404) 584-3794. THE
INFORMATION RELATING TO THE COMPANY CONTAINED IN THIS PROSPECTUS DOES NOT
PURPORT TO BE COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION
CONTAINED IN THE INCORPORATED DOCUMENTS.
2
<PAGE>
PROSPECTUS SUMMARY
The following material is qualified in its entirety by the information
----------------------------------------------------------------------
appearing elsewhere in this Prospectus or in documents incorporated by
----------------------------------------------------------------------
reference in this Prospectus. Unless otherwise indicated, the information in
----------------------------------------------------------------------------
this Prospectus assumes that the Underwriters' over-allotment option will not
-----------------------------------------------------------------------------
be exercised. See "Underwriting."
-------------------------------
THE OFFERING
Company............................. Atlanta Gas Light Company ("AGL")
Common Shares Offered............... 1,300,000 shares of Common Stock (par
value $5 per share)
Common Shares to be Outstanding
After Offering..................... 27,074,865
Use of Proceeds..................... To finance the Company's capital
expenditure program and for other
corporate purposes
New York Stock Exchange Listing..... Symbol: ATG
Fiscal Year 1995 Price Range
(through May 19, 1995)............. $29 1/8 to $33 7/8
Indicated Current Annual Dividend... $2.08
THE COMPANY
The Company is a gas distribution utility company which for the twelve months
ended March 31, 1995 served an average of approximately 1,334,000 customers in
Georgia and Tennessee. The principal service areas include the metropolitan
Atlanta and the Athens, Augusta, Brunswick, Macon, Rome, Savannah and Valdosta,
Georgia areas and the Chattanooga and Cleveland, Tennessee areas. The
composition of operating margin for the twelve months ended March 31, 1995 was
84% firm service customers, 12% interruptible customers and 4% other. The
Company, the principal office of which is located at 303 Peachtree Street,
N.E., Atlanta, Georgia 30308 (telephone number 404/584-4000), was incorporated
on February 16, 1856 by a Special Act of the Georgia General Assembly to engage
in the gas utility business. Unless noted specifically or otherwise required by
the context, reference to the "Company" includes AGL, its wholly-owned
subsidiary Chattanooga Gas Company ("Chattanooga"), and other wholly-owned
subsidiaries.
3
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION
(DOLLARS IN MILLIONS EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TWELVE YEAR ENDED SEPTEMBER 30,
MONTHS ENDED --------------------------
MARCH 31, 1995 1994 1993 1992
-------------- -------- -------- --------
<S> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Operating Revenue.................... $1,114.8 $1,199.9 $1,130.3 $ 994.6
Operating Margin(1).................. 478.2 463.1 429.3 404.1
Net Income........................... 25.6(2) 63.2 57.5 55.4
Earnings Applicable to Common Stock.. 21.1(2) 58.7 53.2 54.4
Earnings Per Share of Common Stock... .83(2) 2.34 2.16 2.26
Cash Dividends Paid Per Share of
Common Stock........................ 2.08 2.08 2.08 2.06
Average Number of Common Shares
Outstanding (Millions).............. 25.4 25.1 24.6 24.1
OPERATING DATA:
Gas Sold and Transported (Therms in
Millions)
Sold................................. 1,837.0 1,906.8 1,868.6 1,794.3
Transported.......................... 673.2 697.4 795.6 901.8
-------- -------- -------- --------
Total.............................. 2,510.2 2,604.2 2,664.2 2,696.1
======== ======== ======== ========
Total Customers (Average in Thou-
sands).............................. 1,334.4 1,315.7 1,280.9 1,248.4
</TABLE>
<TABLE>
<CAPTION>
AT MARCH 31, 1995
------------------------------
ACTUAL AS ADJUSTED(3)
-------------- --------------
<S> <C> <C> <C> <C>
CAPITAL STRUCTURE:
Common Stock Equity............................. $ 539.0 46.8% $
Cumulative Preferred Stock--Redeemable.......... 55.5 4.8
Non-redeemable.................................. 3.0 .3
Long-Term Debt.................................. 554.5 48.1
-------- ----- ------ -------
Total......................................... $1,152.0 100.0% $ 100.0%
======== ===== ====== =======
</TABLE>
----------
(1) Operating revenues less cost of gas.
(2) Net income, earnings applicable to Common Stock and earnings per share of
Common Stock for the twelve months ended March 31, 1995 were reduced by
restructuring costs recorded by the Company in the quarters ended December
31, 1994 and March 31, 1995 of $67.5 million or $41.4 million after income
taxes ($1.63 per share). See "Business of the Company--Corporate
Restructuring."
(3) Adjusted to reflect the issuance and sale of 1,300,000 shares of Common
Stock for estimated net offering proceeds of $ .
4
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock is listed on the New York Stock Exchange under the
symbol "ATG." The following table sets forth information on the price range of
the Common Stock and dividends paid per share on the Common Stock for the
periods indicated. Price information indicates the high and low sale prices of
the Common Stock on the New York Stock Exchange.
<TABLE>
<CAPTION>
DIVIDENDS
FISCAL PERIOD HIGH LOW PAID PER SHARE
------------- ------ ------ --------------
<S> <C> <C> <C>
1993
First Quarter.................................... 37 7/8 34 1/8 .52
Second Quarter................................... 42 3/8 36 5/8 .52
Third Quarter.................................... 41 7/8 38 .52
Fourth Quarter................................... 41 3/8 37 5/8 .52
1994
First Quarter.................................... 38 7/8 34 5/8 .52
Second Quarter................................... 38 5/8 34 1/8 .52
Third Quarter.................................... 36 1/2 33 5/8 .52
Fourth Quarter................................... 35 1/4 30 3/8 .52
1995
First Quarter.................................... 32 3/4 29 1/8 .52
Second Quarter................................... 34 3/4 29 3/4 .52
Third Quarter (through May 19, 1995)............. 36 5/8 33 7/8 .52*
</TABLE>
----------
* On May 5, 1995, the Board of Directors declared a regular quarterly dividend
of $.52 per share for the second fiscal quarter of 1995, payable June 1, 1995
to shareholders of record on May 19, 1995. Purchasers of the shares of Common
Stock offered hereby will not receive the dividend payable June 1, 1995.
On May 19, 1995, the last reported sale price of the Common Stock was $33 7/8
per share. At May 19, 1995, there were approximately 17,400 holders of record
of the Company's Common Stock.
The Board of Directors of the Company has declared and paid consecutive
quarterly cash dividends on the Company's Common Stock since March 1, 1948. The
payment of future dividends will be dependent upon earnings, the financial
condition of the Company and other factors.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the shares of
Common Stock will be used to finance the Company's capital expenditure program
and for other corporate purposes. Any proceeds not immediately so applied will
be invested temporarily, pending such application, in United States government
or agency obligations, commercial paper, bank certificates of deposit or
repurchase agreements.
Capital expenditures for the 1994 fiscal year totaled $122.5 million. The
Company's capital expenditures for the three fiscal years ending September 30,
1997 are estimated to aggregate approximately $340 million. It is anticipated
that expenditures during this three-year period will be financed by funds
generated from operations and additional financings. The type, amount and
timing of any such additional future financings will be determined by
conditions then existing.
5
<PAGE>
BUSINESS OF THE COMPANY
GENERAL
Atlanta Gas Light Company (including its wholly-owned subsidiary,
Chattanooga) is a gas distribution utility company which for the twelve months
ended March 31, 1995 served an average of approximately 1,334,000 customers in
Georgia and Tennessee. The Company provides natural gas service in 229 cities
and surrounding areas in Georgia and in the Chattanooga and Cleveland,
Tennessee areas. The Company's service area covers approximately 26,528 square
miles and has 25,744 miles of gas mains. The Company is the largest gas
distribution company in the Southeast. Its principal service areas in Georgia
include the metropolitan Atlanta and the Athens, Augusta, Brunswick, Macon,
Rome, Savannah and Valdosta areas. The Company also serves more than 15,000
customers in Georgia and Alabama with liquefied petroleum gas. All of the
Company's natural gas service area is certificated by and subject to regulation
of the Georgia Public Service Commission (the "Georgia Commission") and the
Tennessee Public Service Commission (the "Tennessee Commission").
Based on twelve month average calculations, during fiscal 1992, 1993 and 1994
the Company added an average of 29,000, 32,500 and 34,800 customers,
respectively, representing an average annual increase of 2.5%. Most of the new
customers were in the residential and small commercial service categories. The
composition of operating margin for the twelve months ended March 31, 1995 was
84% firm service customers, 12% interruptible customers and 4% other.
The Company's historic maximum daily send out is 1.943 billion cubic feet
(Bcf), which occurred on January 18, 1994. The mean temperature in the
metropolitan Atlanta area that day was 23(degrees) F. The Company's business is
highly seasonal and heavily dependent on weather, resulting from the
substantial use of gas for heating purposes. The Company has implemented
weather normalization adjustment riders, which were approved by the Georgia and
Tennessee commissions, and which offset the impact that either unusually cold
or unusually warm weather has upon the Company's operating margin, earnings and
cash flow. The riders are designed to stabilize the Company's operating margin
and earnings at the levels which would occur with normal weather.
The Company, the principal office of which is located at 303 Peachtree
Street, N.E., Atlanta, Georgia 30308 (telephone number 404/584-4000), was
incorporated on February 16, 1856 by a Special Act of the Georgia General
Assembly to engage in the gas utility business. Since its incorporation, the
Company has been continuously so engaged except for a period (1864-1866) during
and after The War Between the States when the Company's plant was destroyed.
RECENT DEVELOPMENTS
On April 28, 1995, the Company executed a letter of intent with Sonat, Inc.
("Sonat") regarding the purchase of an interest in Sonat Marketing Company,
which letter evidenced the mutual intentions of the Company and Sonat to
jointly own an entity that will acquire the business of Sonat Marketing
Company, a wholly-owned subsidiary of Sonat. The jointly owned entity, in
succeeding to the business of Sonat Marketing Company, will continue to engage
in the business of offering natural gas sales, transportation, risk management
and storage services to natural gas users in key natural gas producing and
consuming areas of the United States.
The agreement contemplates that the Company will contribute $32 million in
cash for a 35% ownership interest in the marketing entity. The Company has
certain rights for a period of five years to sell its interest to Sonat under a
formula price and has certain rights to sell its interest to Sonat for Fair
Market Value, as defined, at any time. The letter of intent is subject to a
number of conditions, including the negotiation and execution of a mutually
acceptable definitive agreement regarding the transaction and obtaining all
required consents and approvals, including governmental approvals, and the
expiration of applicable waiting periods.
6
<PAGE>
CORPORATE RESTRUCTURING
In November 1994, the Company announced a corporate restructuring plan in
response to increased competition and the federal and state regulatory
environments in which the Company operates. (See "Federal Regulatory Matters--
FERC Order 636" and "State Regulatory Matters--Bypass, Competition and Rate
Filings" below.) The restructuring plan provides for a consolidation of the
Company's field organization and improvement in efficiency of its business
processes. Restructuring will include combining offices and creating
centralized call centers and a network of locations where customers can pay
their bills throughout the Company's service area. In accordance with the
plan's initial objective, the number of employees of the Company has been
reduced by more than 600 through attrition and voluntary retirement and
severance programs. The Company will implement remaining portions of the plan
during the remainder of fiscal 1995. As of March 31, 1995, approximately $67.5
million, or $41.4 million after income taxes, has been recorded in connection
with the Company's corporate restructuring plan.
As a result of the restructuring, the Company expects considerable reductions
in future annual operating expenses. Those reductions should enable the Company
to be more competitive in its markets in the future. The Company estimates
total costs of the restructuring plan will be in a range of $67.5 million to
$70 million or $41.4 million to $43 million after income taxes. Those costs
will be offset within three years with lower operating costs.
GAS SUPPLY
The Company is served directly by four interstate pipelines: Southern Natural
Gas Company ("Southern"), South Georgia Natural Gas Company ("South Georgia"),
Transcontinental Gas Pipe Line Corporation ("Transco") and East Tennessee
Natural Gas Company ("East Tennessee") in combination with Tennessee Gas
Pipeline Company ("Tennessee"), the parent company and primary source of gas
for East Tennessee.
Federal Energy Regulatory Commission ("FERC") Order 636, which mandated the
unbundling of interstate pipeline gas sales, transportation and storage
services and established certain open access transportation regulations, was
implemented on the pipelines that serve the Company in the fall of 1993. (For a
discussion of transition costs to the Company associated with the
implementation of Order 636, see "Federal Regulatory Matters--FERC Order 636"
below.) The unbundling of pipeline sales service requires local distribution
companies ("LDCs") such as the Company to contract directly and separately for
wellhead gas supply, underground storage and firm transportation services.
Unbundling shifts the responsibility and risk of securing a reliable and cost-
effective gas services portfolio from the pipelines to LDCs such as the
Company. Unbundling also provides LDCs flexibility in selecting and managing
the types of services required to provide customers with cost efficiencies.
The Company has implemented its gas supply portfolio strategy in response to
the FERC's restructuring associated with Order 636. The portfolio includes a
combination of wellhead gas supply, firm pipeline transportation, underground
storage, and liquefied natural gas ("LNG"). AGL and Chattanooga have firm
transportation service and/or underground storage service with Southern,
Transco, South Georgia, East Tennessee, Tennessee, ANR Storage Company and CNG
Transmission Corporation. To supply their firm transportation and underground
storage requirements, AGL and Chattanooga have entered into firm wellhead
supply contracts with original terms of from one to ten years. The Company also
purchases spot market gas as needed during the year. In addition, four Company-
owned LNG facilities are maintained to meet demand for natural gas on the
coldest days of the winter months.
Implementation of the Company's purchasing strategy has proceeded with no
major operational difficulties. The purchasing practices of AGL are subject to
review under legislation enacted in Georgia in 1994 which provides for annual
review and approval by the Georgia Commission of AGL's gas services portfolio
("Gas Supply Plan") on a prospective basis. On September 15, 1994, the Georgia
Commission
7
<PAGE>
approved AGL's Gas Supply Plan for fiscal year 1995, which includes recovery of
Order 636 transition costs discussed below that are currently being collected
by the pipelines.
FEDERAL REGULATORY MATTERS--FERC ORDER 636
In Order 636, FERC acknowledged that, absent creation of certain recovery
mechanisms, certain costs that were previously recovered in the pipelines'
bundled sales services no longer could be recovered by the pipelines in a
restructured environment. Those costs, referred to as transition costs, include
such things as unrecovered gas costs, gas supply realignment costs and various
stranded costs resulting from unbundling. Order 636 therefore includes a
recovery mechanism that allows the pipeline companies to pass through to their
customers any prudently incurred transition costs attributable to compliance
with Order 636.
The Company currently estimates that its portion of transition costs from all
of its pipeline suppliers that have been filed with the FERC to date to be
recovered could be as high as approximately $79.6 million. The Company's
estimate is based on the most recent estimates of transition costs filed by its
pipeline suppliers with the FERC and assumes that a restructuring settlement
agreement with Southern, as described below, is approved. Such filings by the
Company's pipeline suppliers currently are pending approval by FERC, and the
transition costs are being collected subject to refund. Transition costs billed
to the Company are being recovered currently from customers under the purchased
gas provisions of the Company's rate schedules and thus have no impact on
results of operations. The Company is actively participating in the proceedings
to determine the prudence and eligibility of transition costs for its pipeline
suppliers. The Company does not expect transition costs to significantly affect
the total cost of gas to its customers because (1) the Company will purchase
its wellhead gas supplies based upon market prices that should be below the
cost of gas previously embedded in the bundled pipeline sales service and (2)
many elements of transition costs previously were embedded in the rates for the
pipelines' bundled sales service.
The Company has entered into a settlement with Southern and other customers
to resolve all pending Southern proceedings before the FERC. The settlement
would, if approved by the FERC, resolve Southern's pending general rate
proceedings, which involve rates charged by Southern from January 1, 1991
through the present and also would resolve Southern's Order 636 transition cost
proceedings. The FERC has not yet acted on the proposed settlement agreement,
but has allowed Southern to implement the reduced settlement rates on an
interim basis. Assuming the settlement agreement is approved, the Company's
portion of transition costs from Southern will be approximately $68 million.
STATE REGULATORY MATTERS--BYPASS, COMPETITION AND RATE FILINGS
On October 19, 1994, the Georgia Commission issued a scheduling order
designating a docket for an investigation of AGL bypass issues. The proceeding
was designed to provide information to the Georgia Commission regarding
alternatives to respond to bypass and to assess the economics of bypass.
Hearings in this docket were conducted in November and December 1994.
On February 17, 1995, the Georgia Commission approved a settlement that
addresses all issues which were pending in the bypass proceeding. The
settlement authorizes AGL to negotiate optional, five-year renewable contracts
("Negotiated Contracts") with customers which have the choice of bypassing the
Company's facilities and receiving natural gas from competitors through
alternate suppliers. The negotiated rate may be lower than that which otherwise
would be applicable to the potential bypass customer, but not less than the
marginal cost of service to that customer. The Georgia Commission further
authorized a bypass loss recovery mechanism pursuant to which AGL expects to
recover most, if not all, revenues lost through Negotiated Contracts. The
bypass loss recovery mechanism will expire upon the earlier to occur of
September 30, 1998 or the effective date of new rates resulting from a general
rate case.
The Georgia Commission may reject a Negotiated Contract within 60 days of the
filing thereof with the Georgia Commission, but absent such action a Negotiated
Contract becomes fully effective. The Company currently is providing service
pursuant to five fully effective Negotiated Contracts.
8
<PAGE>
In addition to Negotiated Contracts, the Georgia Commission will continue to
allow AGL, through long-term special contracts ("Special Contracts"), or
existing rate provisions involving short-term discounts, to compete with
suppliers of alternate fuel to provide service to interruptible customers. On
March 2, 1995, the Georgia Commission approved a Special Contract between AGL
and Georgia-Pacific Corporation which is designed to provide long-term service
in competition with fuel oil. On April 18, 1995, the Georgia Commission
authorized AGL to provide compressed natural gas as fuel to the Metropolitan
Atlanta Rapid Transit Authority at prices comparable to diesel fuel.
On May 1, 1995, Chattanooga made a rate filing with the Tennessee Commission
seeking an increase in revenues of $5.2 million annually. Among other things,
the filing seeks to implement a new financing and marketing program for natural
gas heating and cooling systems and natural gas water heaters. Any revenues
which ultimately may be received from the pending rate increase proceeding will
be used by Chattanooga to improve and expand its distribution system and to
recover increased operation, maintenance and tax expenses.
ENVIRONMENTAL MATTERS
The Company operated manufactured gas plants ("MGPs") as a source of fuel for
lighting and heating until the early 1950's. The process for manufacturing gas
involved heating certain combustibles such as coal, oil and pine knots in a
low-oxygen atmosphere which produced residuals including lamp black and coal
tar. Such residue typically was stored on-site or sold for commercial use.
In June 1990, the Company was contacted by attorneys for Florida Public
Utilities Company ("FPUC") in connection with a former MGP site in Sanford,
Florida. Thereafter, FPUC received a "Warning Notice" from the Florida
Department of Environmental Regulation ("FDER") demanding that FPUC enter into
a consent order to investigate the Sanford site. Preliminary investigation
results indicate some environmental impacts at this site. In addition, limited
investigations of the surrounding area indicate potential environmental impacts
off-site. On January 31, 1992, FPUC filed suit against the Company, two other
corporations, and the City of Sanford, under the federal Comprehensive
Environmental Response, Compensation, and Liability Act, and an equivalent
state statute, alleging the Company is a former "owner," to obtain contribution
from the Company and others for all costs incurred and for a declaratory
judgment that all defendants are jointly and severally liable for future
response costs. On February 3, 1994, the parties submitted a Contamination
Assessment Report ("CAR") to Florida Department of Environmental Protection
("FDEP"), previously known as FDER. The CAR confirmed the existence of
environmental impacts at the site and off-site. On April 10, 1994, FDEP
completed its review of the CAR and submitted a preliminary scoring of the site
to Region IV of the U. S. Environmental Protection agency. FDEP concluded that
further study is necessary in some areas because the site did not exceed the
listing threshold under one set of assumptions but did exceed that threshold
under difference assumptions. On February 17, 1995, FPUC dismissed its lawsuit
without prejudice.
In addition to the Sanford site noted above, there are two other sites in
Florida presently being investigated by environmental authorities in connection
with which the Company may be contacted as a potentially responsible party. No
claim has been made by any party regarding these sites.
AGL has identified nine sites in Georgia where it currently owns all or part
of a former MGP. In addition, AGL has identified four other sites in Georgia
which AGL does not now own, but which may have been associated with the
operation of MGPs by AGL or its predecessors. Results of environmental response
activities with respect to these MGP sites reveal environmental impacts at and
near nine sites. AGL has entered into consent orders with the Georgia
Environmental Protection Division ("EPD") with respect to four sites pursuant
to which AGL is obligated to investigate and clean up, if necessary, these
sites.
Under regulations issued by EPD under the Georgia Hazardous Site Response Act
("HSRA"), eight of the MGP sites have been listed on Georgia's "Hazardous Site
Inventory." The issuance of regulations under HSRA and the listing of MGP sites
on the Hazardous Site Inventory has altered the basis upon which the
9
<PAGE>
Company has projected future investigation and remediation costs associated
with the former MGP sites in Georgia. Under a thorough analysis of these and
other potentially applicable requirements, the Company has estimated that,
under the most favorable possible circumstances, the future cost of
investigating and remediating the former MGP sites could be as low as $28.6
million. Alternatively, the Company has estimated that, under the least
favorable possible circumstances, the future cost of investigating and
remediating the former MGP sites could be as high as $109.0 million. The
Company cannot estimate at this time the amount of any other future expenses or
liabilities that may be associated with or related to the MGP sites, including
expenses or liabilities relating to any litigation. At the present time, no
amount within the range can be identified as a better estimate than any other
estimate. Therefore, the low end of this range and a corresponding regulatory
asset have been recorded in the financial statements of the Company.
With regard to other legal proceedings related to the former MGP sites, the
Company is or expects to be a party to claims or counterclaims on an ongoing
basis. Among such matters, the Company intends to continue to pursue
aggressively insurance coverage and contribution from potentially responsible
parties.
The Georgia Commission has approved the recovery by AGL of Environmental
Response Costs, as defined below, pursuant to an Environmental Response Cost
Recovery Rider ("ERCRR") effective October 1, 1992. For purposes of the ERCRR,
Environmental Response Costs include investigation, testing, remediation and
litigation costs and expenses or other liabilities relating to or arising from
MGP sites.
The ERCRR authorized AGL to recover from its ratepayers Environmental
Response Costs that it may incur in succeeding twelve-month periods ending June
30th, net of working capital benefits resulting from deferred income taxes,
amortized over a 60-month period beginning each October 1. The carrying costs
to AGL of such Environmental Response Costs during the period of amortization
are subject to recovery from any amounts that may be received from insurance
carriers and from former owners and operators of MGP sites. Any amounts
received from such sources are shared equally by AGL and its ratepayers. AGL
records its portion as income to offset unrecovered carrying costs.
As a result of the ERCRR, AGL expects that it will be able to recover all of
its Environmental Response Costs. However, the staff of the Georgia Commission
has indicated that it will recommend for consideration by the Georgia
Commission a full financial and management audit of all expenses associated
with Environmental Response Costs for purposes of the ERCRR. At the present
time, the Georgia Commission has not considered any proposed action, and thus
the scope of any study or audit undertaken or the potential impact or result of
such study or audit cannot be determined.
DESCRIPTION OF CAPITAL STOCK
The following is a brief description of certain provisions relating to the
Common Stock, as contained in the Charter of the Company, as amended (the
"Charter") and the By-Laws of the Company, as amended (the "By-Laws") and does
not purport to be complete. Reference is made to such documents which are on
file with the Commission as exhibits to the Registration Statement of which
this Prospectus is a part or to previous filings by the Company for a complete
statement of such provisions.
The Company is authorized to issue 100 million shares of Common Stock, $5 par
value per share. At May 19, 1995, the Company had 25,774,865 shares of Common
Stock outstanding, which does not reflect the issuance of the shares offered
hereby. The presently outstanding shares of Common Stock of the Company are
validly issued, fully paid and nonassessable.
DIVIDEND RIGHTS
Subject to the preferential rights of the holders of the Preferred Stock (and
Junior Stock as defined below (if any) ranking as to dividends ahead of the
Common Stock) to receive full cumulative dividends, both past
10
<PAGE>
and current, and the restrictions set forth below, the holders of the Common
Stock are entitled to receive such dividends as may be declared by the Board of
Directors out of funds legally available therefor.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
The Charter imposes restrictions on the payment of dividends (except a
dividend in Common Stock or in any class of stock ranking junior to the
Preferred Stock as to dividends or assets (the "Junior Stock")) and other
distributions on the Common Stock and such other Junior Stock and upon
expenditures for the purchase, redemption or retirement of any shares thereof
(other than by exchanges or with the proceeds of the sale of Common Stock or
such other Junior Stock or to satisfy such other Junior Stock sinking or
purchase fund requirements) unless the Company attains certain earnings levels
or maintains certain capitalization ratios. Under the most restrictive of these
provisions, all of the Company's retained earnings were free of such
restrictions and available for the payment of dividends at March 31, 1995.
Retained earnings at March 31, 1995 were $160.4 million.
VOTING RIGHTS; REQUIREMENTS FOR BUSINESS COMBINATIONS
Subject to the limited voting rights of the Preferred Stock indicated below,
the holders of the Common Stock have full voting rights for the election of
directors and for all other purposes, on the basis of one vote per share.
Cumulative voting by the holders of Common Stock is not permitted in electing
directors.
The Company's Charter requires the affirmative vote of the holders of not
less than 75% of the outstanding shares of voting stock to approve certain
business combinations with a "related person," including mergers, share
exchanges, sales or pledges of more than 10% of the Company's assets or share
reclassifications. A "related person" is defined as a holder of 20% or more of
the voting stock of the Company. A 75% vote is not required if the terms of any
such transaction are either (i) approved by two-thirds of the "continuing
directors" who at that time must comprise at least a majority of the Board of
Directors ("continuing directors" are those in office before the related person
proposed the transaction, or their successors who are approved by the other
continuing directors) or (ii) meet the terms of a "fair price" provision. This
provision also provides that it can only be amended by the affirmative vote of
the holders of not less than 75% of the outstanding voting stock, unless two-
thirds of the "continuing directors" (at a time when "continuing directors"
comprise a majority of the Board of Directors) approve any such amendment.
The Company's By-Laws provide that the Company may not engage in certain
business combinations with an "interested shareholder" (defined as the
beneficial owner of 10% or more of the voting stock of the Company) for five
years after the interested shareholder became an interested shareholder unless
(i) prior thereto the Board of Directors approved the proposed business
combination, (ii) the interested shareholder acquired 90% of all outstanding
voting stock, excluding certain management shares, in the transaction in which
it became an interested shareholder or (iii) after becoming an interested
shareholder, the interested shareholder acquired 90% of all shares, excluding
certain management shares, and obtained the approval of the holders of a
majority of the remaining outstanding voting stock, excluding certain
management shares. The types of business combinations covered by the Company's
By-Laws include substantially the same types of transactions covered by the
Charter provisions described in the preceding paragraph.
Whenever dividends payable on any Preferred Stock are in arrears in an amount
equal to at least four quarterly dividends and until all arrears and the
current dividends are paid or declared and set apart for payment, holders of
the Preferred Stock will be entitled to elect the smallest number of directors
necessary to constitute a majority of the Board of Directors. In addition, the
vote or consent of the holders of specified percentages of the Preferred Stock
is required as a condition to effect various changes in the capital structure
of the Company and certain other transactions which might affect the rights of
the holders of Preferred Stock, including a merger or sale of all or
substantially all of the assets of the Company.
11
<PAGE>
LIQUIDATION RIGHTS
In any liquidation, the holders of Common Stock would be entitled to receive,
pro rata, all of the assets of the Company available for distribution to its
shareholders remaining after there has been paid to or set aside for the
holders of all series of Preferred Stock and any Junior Stock outstanding
(other than Common Stock) the amounts described below. The holders of each
class of Preferred Stock will be entitled upon liquidation, dissolution or
winding-up of the Company, or reduction or decrease of its capital (resulting
in a distribution of assets of the Company to the holders of any class of
Junior Stock), before any distribution of assets is made to the holders of any
Junior Stock, to the aggregate par value (or stated capital allocated to shares
of no par value) of Preferred Stock of such class, plus, in case any such
action is voluntary, an amount per share equal to the redemption premium that
would then be payable to the holders thereof if such Preferred Stock were to be
redeemed at the option of the Company, together in each case with accrued
dividends; but the holders of Preferred Stock are not entitled to further
participation in such distribution.
PREEMPTIVE RIGHTS
No holder of any class of securities has any preemptive rights, other than
such as the Board of Directors in its discretion from time to time may fix,
except that the holders of Common Stock have preemptive rights in respect of
offerings for cash of Common Stock or securities convertible into Common Stock
(exclusive of any shares of Common Stock to be issued in connection with the
Company's Leveraged Employees' Stock Ownership Plan, Retirement Savings Plus
Plan, Long-Term Stock Incentive Plan of 1990, Nonqualified Savings Plan, any
dividend reinvestment plan and any successor plan thereto or any other similar
plan which may be established for the general benefit of the Company's
shareholders and/or employees) other than public offerings of such stock or
securities to or through underwriters or investment bankers who agree to make a
public offering of such stock or securities. Thus, the shares being offered in
this offering will not give rise to any preemptive rights with respect to
outstanding shares.
TRANSFER AGENT
The Transfer Agent and Registrar for the Common Stock is Wachovia Bank of
North Carolina, N.A., 301 North Church Street, Winston-Salem, North Carolina
27101.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Dean Witter Reynolds Inc. and The
Robinson-Humphrey Company, Inc. are acting as representatives (the
"Representatives"), has severally agreed to purchase the number of Shares set
forth opposite its name below. In the Underwriting Agreement, the several
Underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all the Shares offered hereby if any of the Shares are
purchased. In the event of default by an Underwriter, the Underwriting
Agreement provides that, in certain circumstances, purchase commitments of the
nondefaulting Underwriters may be increased or the Underwriting Agreement may
be terminated.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................................
Dean Witter Reynolds Inc.............................................
The Robinson-Humphrey Company, Inc. .................................
---------
Total........................................................... 1,300,000
=========
</TABLE>
12
<PAGE>
The Representatives of the Underwriters have advised the Company that they
propose initially to offer the Shares to the public at the public offering
price set forth on the cover page of this Prospectus, and to certain dealers at
such price less a concession not in excess of $ per share. The Underwriters
may allow, and such dealers may reallow, a discount not in excess of $ per
share on sales to certain other dealers. After the initial public offering, the
public offering price, concession and discount may be changed.
The Company has granted the Underwriters an option exercisable for 30 days
after the date hereof to purchase up to 195,000 Option Shares to cover over-
allotments, if any, at the initial public offering price, less the underwriting
discount. If the Underwriters exercise this option, each of the Underwriters
will have a firm commitment, subject to certain conditions, to purchase
approximately the same percentage of the Option Shares as the percentage of the
Shares which it has agreed to purchase.
In the Underwriting Agreement, the Company has agreed to indemnify the
Underwriters against certain civil liabilities, including liabilities under the
1933 Act.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed upon
for the Company by Long, Aldridge & Norman, Atlanta, Georgia. Certain legal
matters will be passed upon for the Underwriters by Winthrop, Stimson, Putnam &
Roberts, New York, New York.
Mr. Albert G. Norman, Jr., a Director of the Company and a member of the
Executive Committee and the Nominating and Compensation Committee of the
Company, is a partner in the firm of Long, Aldridge & Norman and owns
beneficially an aggregate of 5,963 shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended September 30, 1994 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing in or incorporated by reference in such Form 10-K (which
reports express an unqualified opinion and include an explanatory paragraph as
to the change in methods of accounting for postretirement benefits other than
pensions and for income taxes), and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting
and auditing.
13
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION...................................................... 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.......................... 2
PROSPECTUS SUMMARY......................................................... 3
PRICE RANGE OF COMMON STOCK AND DIVIDENDS.................................. 5
USE OF PROCEEDS............................................................ 5
BUSINESS OF THE COMPANY.................................................... 6
DESCRIPTION OF CAPITAL STOCK............................................... 10
UNDERWRITING............................................................... 12
LEGAL MATTERS.............................................................. 13
EXPERTS.................................................................... 13
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1,300,000 SHARES
[LOGO OF ATLANTA GAS LIGHT COMPANY APPEARS HERE]
ATLANTA GAS LIGHT COMPANY
COMMON STOCK
----------------
PROSPECTUS
----------------
MERRILL LYNCH & CO.
DEAN WITTER REYNOLDS INC.
THE ROBINSON-HUMPHREY COMPANY, INC.
JUNE , 1995
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of the offering (other than the underwriting discount) are
estimated as follows:
<TABLE>
<S> <C>
Registration Fee-Securities and Exchange Commission................ $17,592
New York Stock Exchange Listing Fee................................ 4,550
Printing Expenses.................................................. 12,000
Fees of Transfer Agent and Registrar............................... 1,000
Legal Fees and Expenses............................................ 25,000
Accounting Fees and Expenses....................................... 40,000
Blue Sky Fees and Expenses (including fees and expenses of coun-
sel).............................................................. 4,000
Miscellaneous...................................................... 10,000
--------
Total.......................................................... $114,142
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the "Georgia
Code") provides that a corporation's Articles of Incorporation may include a
provision that eliminates or limits the personal liability of directors for
monetary damages to the corporation or its shareholders for breach of their
duty of care and other duties as directors; provided, however, that the Section
does not permit a corporation to eliminate or limit the liability of a director
for appropriating, in violation of his duties, any business opportunity of the
corporation, engaging in intentional misconduct or a knowing violation of law,
obtaining an improper personal benefit, or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption or
otherwise) as provided in Section 14-2-832 of the Georgia Code. Section
14-2-202(b)(4) also does not eliminate or limit the rights of a corporation or
any shareholder to seek an injunction or other non-monetary relief in the event
of a breach of a director's fiduciary duty. In addition, Section 14-2-202(b)(4)
applies only to claims against a director arising out of his role as a director
and does not relieve a director from liability arising from his role as an
officer or in any other capacity. The provisions of Section 6.01B of the
Company's Charter are similar in all substantive respects to those contained in
Section 14-2-202(b)(4) of the Georgia Code outlined above, and Section 6.01B
provides that the liability of directors of the Company shall be limited to the
fullest extent permitted by amendments to Georgia law.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees and agents. Section 14-2-851
of the Georgia Code provides for indemnification of a director of the Company
for liability incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including civil actions brought as derivative actions by or
in the right of the Company) in which he may become involved by reason of being
a director of the Company. Section 14-2-851 also provides such indemnity for
directors who, at the request of the Company, act as directors, officers,
partners, trustees, employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or
another enterprise. The Section permits indemnification if the director acted
in a manner he believed in good faith to be in or not opposed to the best
interests of the Company and, in addition, in criminal proceedings, if he had
no reasonable cause to believe his conduct was unlawful. If the required
standard of conduct is met, indemnification may include judgments, settlements,
penalties, fines or reasonable expenses (including attorneys' fees) incurred
with respect to a proceeding. However, if the director is adjudged liable to
the Company in a derivative action or on the basis that a personal benefit was
improperly received by him, the director will only be entitled to such
indemnification for reasonable expenses as a court finds to be proper in
accordance with the provisions of Section 14-2-854.
II-1
<PAGE>
Section 14-2-852 of the Georgia Code provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of the Company, are entitled to
indemnification against reasonable expenses as of right. Conversely, if the
charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Code, as follows: (i) by the majority
vote of a quorum of the disinterested members of the board of directors, (ii)
if a quorum cannot be obtained, by a committee thereof duly designated by the
board of directors, consisting of two or more disinterested directors, (iii) by
special legal counsel, or (iv) by the shareholders, but, in such event, the
shares owned by or voted under the control of directors seeking indemnification
may not be voted.
Section 14-2-857 of the Georgia Code provides that an officer of a
corporation (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section 14-2-
852 as described above. In addition, the Company may, as provided by its
Charter, By-Laws, general or specific actions by its Board of Directors, or by
contract, indemnify and advance expenses to an officer, employee or agent who
is not a director to the extent that such indemnification is consistent with
public policy.
The provisions of Article II, Section 7 of the Company's By-Laws are similar
in all substantive respects to the foregoing provisions of the Georgia Code
outlined above. In addition, as authorized by Section 14-2-857 of the Georgia
Code, the Board of Directors has authorized the Company to enter into
indemnification agreements with each of its officers who is not a director to
provide each such officer indemnification rights equal to those permitted for
directors of the Company pursuant to the provisions of the Georgia Code
outlined above.
Officers and directors of the Company presently are covered by insurance
which (with certain exceptions and within certain limitations) indemnifies them
against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other act done or wrongfully attempted. The cost of
such insurance is borne by the Company as permitted by the By-Laws of the
Company and the laws of the State of Georgia.
ITEM 16. EXHIBITS.
The exhibits listed below are filed as part of or incorporated by reference
in this Registration Statement. Where such filing is made by incorporation by
reference to a previously filed report, such report is identified in
parentheses.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1 --Form of proposed Underwriting Agreement
4(a) --Indenture, dated as of December 1, 1989, between Atlanta Gas Light
Company and Bankers Trust Company, as Trustee (Exhibit 4(a),
Registration No. 33-32274)
4(b) --First Supplemental Indenture, dated as of March 16, 1992, between
Atlanta Gas Light Company and NationsBank of Georgia, National
Association, as Successor Trustee (Exhibit 4(a), Registration No.
33-46419)
*5 --Opinion of Long, Aldridge & Norman
*23(a) --Consent of Deloitte & Touche LLP
23(b) --Consent of Long, Aldridge & Norman (included in Exhibit 5)
*24 --Powers of Attorney
*27 --Financial Data Schedule
</TABLE>
--------
* Filed herewith
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
A. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
B. ACCELERATION OF EFFECTIVENESS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
C. RULE 430A POST-EFFECTIVE AMENDMENT.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON MAY 19, 1995.
Atlanta Gas Light Company
/s/ David R. Jones
By: _________________________________
DAVID R. JONES
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON MAY 19, 1995.
SIGNATURE TITLE
/s/ David R. Jones President and Chief
------------------------------------- Executive Officer
DAVID R. JONES (Principal
Executive Officer)
and Director
/s/ Robert L. Goocher Executive Vice
------------------------------------- President
ROBERT L. GOOCHER (Principal
Financial Officer)
/s/ J. Michael Riley Vice President
------------------------------------- (Principal
J. MICHAEL RILEY Accounting Officer)
Frank Barron, Jr.* Director
-------------------------------------
FRANK BARRON, JR.
W. Waldo Bradley* Director
-------------------------------------
W. WALDO BRADLEY
Otis A. Brumby, Jr.* Director
-------------------------------------
OTIS A. BRUMBY, JR.
II-4
<PAGE>
SIGNATURE TITLE
L. L. Gellerstedt, Jr.* Director
-------------------------------------
L. L. GELLERSTEDT, JR.
Kenneth D. Lewis* Director
-------------------------------------
KENNETH D. LEWIS
Albert G. Norman, Jr.* Director
-------------------------------------
ALBERT G. NORMAN, JR.
Director
-------------------------------------
D. RAYMOND RIDDLE
Betty L. Siegel* Director
-------------------------------------
BETTY L. SIEGEL
Ben J. Tarbutton, Jr.* Director
-------------------------------------
BEN J. TARBUTTON, JR.
Charles McKenzie Taylor* Director
-------------------------------------
CHARLES MCKENZIE TAYLOR
Felker W. Ward, Jr.* Director
-------------------------------------
FELKER W. WARD, JR.
/s/ Robert L. Goocher
*By: ________________________________
ROBERT L. GOOCHER, AS ATTORNEY-IN-
FACT
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
*1 --Form of proposed Underwriting Agreement
4(a) --Indenture, dated as of December 1, 1989, between Atlanta Gas Light
Company and Bankers Trust Company, as Trustee (Exhibit 4(a),
Registration No. 33-32274)
4(b) --First Supplemental Indenture, dated as of March 16, 1992, between
Atlanta Gas Light Company and NationsBank of Georgia, National
Association, as Successor Trustee (Exhibit 4(a), Registration No.
33-46419)
*5 --Opinion of Long, Aldridge & Norman
*23(a) --Consent of Deloitte & Touche LLP
23(b) --Consent of Long, Aldridge & Norman (included in Exhibit 5)
*24 --Powers of Attorney
*27 --Financial Data Schedule
</TABLE>
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*Filed herewith
<PAGE>
1,300,000 Shares
Atlanta Gas Light Company
Common Stock
($5.00 Par Value)
UNDERWRITING AGREEMENT
----------------------
New York, New York
June __, 1995
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Dean Witter Reynolds Inc.
The Robinson-Humphrey Company, Inc.
As Representatives of the several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1327
Dear Sirs:
Atlanta Gas Light Company, a Georgia corporation (the "Company"), proposes
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to sell to the underwriters named in Schedule I hereto (the "Underwriters"), for
------------
whom you are acting as representatives (the "Representatives"), for sale to the
---------------
public, 1,300,000 shares of Common Stock, $5.00 par value, of the Company
("Common Stock") (said shares to be issued and sold by the Company being
------------
hereinafter called the "Underwritten Securities"). The Company also proposes to
-----------------------
grant to the Underwriters an option to purchase up to 195,000 additional shares
of Common Stock (the "Option Securities"; the Option Securities, together with
-----------------
the Underwritten Securities, being hereinafter called the "Securities").
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1. Representations and Warranties. The Company represents and warrants
------------------------------
to, and agrees with, each Underwriter that:
(a) The Company and the proposed sale of the Securities meet the
requirements for use of Form S-3 under the Securities Act of 1933, as amended
and the rules and regulations thereunder (collectively, the "Act") and the
---
Company has filed with the Securities and Exchange Commission (the "Commission")
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a registration statement, including a preliminary form of prospectus, on such
Form for the registration under the Act of the Securities; and such registration
statement and any post-effective amendment thereto, each in the form heretofore
<PAGE>
furnished to you, have been declared effective by the Commission in such form.
The terms which follow, when used in this Agreement, shall have the
meanings indicated. The term "Effective Date" shall mean each date that the
--------------
Registration Statement and any post-effective amendment or amendments thereto
became effective. "Preliminary Prospectus" shall mean any prospectus subject to
----------------------
completion included in the Registration Statement that omits Rule 430A
Information and which is furnished to the Underwriters in connection with the
offering of the Securities. "Prospectus" shall mean the prospectus relating to
----------
the Securities that is first filed pursuant to Rule 424(b). "Registration
------------
Statement" shall mean the registration statement referred to in the preceding
---------
paragraph, including Incorporated Documents (as hereinafter defined), exhibits
and financial statements, in the form in which it has become effective and, in
the event any post-effective amendment thereto becomes effective prior to the
Closing Date (as hereinafter defined), shall also mean such registration
statement as so amended. Such term shall include Rule 430A Information deemed
to be included therein at the Effective Date as provided by Rule 430A. "Rule
----
424", "Rule 430A" and "Regulation S-K" refer to such rules and regulations under
--- --------- --------------
the Act. "Rule 430A Information" means information with respect to the
---------------------
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A. Any
reference herein to the Registration Statement, a Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 (the "Incorporated Documents")
----------------------
which were filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") on or
------------
before the Effective Date of the Registration Statement or the date of such
Preliminary Prospectus or the Prospectus, as the case may be; and any reference
herein to the terms "amend", "amendment" or "supplement" with respect to the
----- --------- ----------
Registration Statement, any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the filing of any Incorporated Document under the
Exchange Act after the effective date of the Registration Statement, or the date
of any Preliminary Prospectus or the Prospectus, as the case may be.
(b) No stop order with respect to the Registration Statement has been
issued under the Act and, to the best of the Company's knowledge, no proceedings
therefor have been initiated under the Act. At the time of delivery thereof to
the Underwriters (the "Delivery Date"), the Preliminary Prospectus, and on the
-------------
Effective Date, the Registration Statement, did, and when the Prospectus is
first filed in accordance with Rule 424(b) and on the Closing Date, the
Prospectus (and any supplement thereto) will, comply in all material respects
with the applicable requirements of the Act and (with respect to the
Incorporated Documents) the Exchange Act and the respective rules
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<PAGE>
thereunder; on the Effective Date, the Registration Statement did not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading; and, on the Delivery Date, the Preliminary Prospectus
did not, and on the date of any filing pursuant to Rule 424(b) and on the
Closing Date, the Prospectus (together with any supplement thereto) will not,
include any untrue statement of a material fact or omit to state a material fact
(except, in the case of the Preliminary Prospectus, Rule 430A Information)
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
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that the Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement, any Preliminary
Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of any Underwriter through the Representatives specifically for use in
connection with the preparation of the Registration Statement, any Preliminary
Prospectus or the Prospectus (or any supplement thereto).
(c) The Securities have been duly and validly authorized and, when payment
has been received therefor, will be duly and validly issued; the Securities
will, upon issuance, be fully paid and nonassessable; and the holders of
outstanding shares of capital stock of the Company are not entitled to
preemptive or other rights to subscribe for the Securities.
(d) All proceedings legally required in connection with the issuance of
the Securities and the sale of the Securities by the Company to the Underwriters
have been taken and all approvals, authorizations, consents or other orders of
the Georgia Public Service Commission (the "GPSC") and such other public boards
----
or bodies as may be legally required with respect to all or any of such matters
or transactions related thereto have been obtained (except with respect to
compliance with applicable state securities or "blue sky" laws, with respect to
which the Company makes no representation); such authorization of the GPSC is in
full force and effect, has not been abrogated or modified, and constitutes
legally sufficient authority of that body for the issuance and sale of the
Securities and no additional approval, authorization or consent of the GPSC is
required for the execution and delivery of this Agreement by the Company; and
there are not pending or contemplated any proceedings or actions to abrogate or
modify such authorization.
2. Purchase and Sale. (a) Subject to the terms and conditions and in
-----------------
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company at a purchase price of $_______ per
share, the amount of the Underwritten Securities set forth opposite such
Underwriter's name in Schedule I hereto.
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<PAGE>
(b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants an
option to the several Underwriters to purchase, severally and not jointly, up to
195,000 shares of Option Securities at the same purchase price per share as the
Underwriters shall pay for the Underwritten Securities. Said option may be
exercised only to cover over-allotments in the sale of the Underwritten
Securities by the Underwriters. Said option may be exercised in whole or in
part at any time (but not more than once) on or before the 30th day after the
date of the Prospectus upon written or telegraphic notice by the Underwriters to
the Company setting forth the number of shares of the Option Securities as to
which the several Underwriters are exercising the option and the settlement
date. Delivery of certificates for the shares of Option Securities, and payment
therefor, shall be made as provided in Section 3 hereof. The number of shares
of the Option Securities to be purchased by each Underwriter shall be the same
percentage of the total number of shares of the Option Securities to be
purchased by the several Underwriters as such Underwriter is purchasing of the
Underwritten Securities, subject to such adjustments as the Representatives in
their discretion shall make to eliminate any fractional shares.
3. Delivery and Payment. Delivery of and payment for the Underwritten
--------------------
Securities shall be made at the office of the Company, 303 Peachtree Street,
N.E., Atlanta, Georgia, at 10:00 A.M., Atlanta time, on June __, 1995, or such
later date (not later than June __, 1995) as the Representatives shall
designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date").
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Delivery to the Underwriters of and payment for any Option Securities to be
purchased by the Underwriters shall be made in such place in Atlanta, Georgia or
New York, New York, as the Representatives shall designate, at 10:00 A.M.,
Atlanta time, on such date (the "Option Closing Date"), which may be the same as
-------------------
the Closing Date but shall in no event be earlier than the Closing Date nor
later than ten business days after the giving of the notice hereinafter referred
to, as shall be specified in a written notice from the Representatives to the
Company of the Underwriters' determination to purchase a number, specified in
said notice, of Option Securities. If such notice is given before the Closing
Date, it will in no event be given later than two business days prior to the
Closing Date, and, if given after the Closing Date, the Option Closing Date will
be no earlier than five business days and no more than 10 business days after
such notice. Such notice may be given in accordance with the preceding sentence
at any time within 30 days after the date of the Prospectus. The Option Closing
Date and the location of delivery of and payment for the Option Securities may
be varied by agreement between the Representatives and the Company.
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<PAGE>
Certificates for the Underwritten Securities and the Option Securities
shall be registered in such names and issued in such denominations as the
Representatives shall request in writing not later than two full business days
prior to the Closing Date or the Option Closing Date, as the case may be. Such
certificates shall be made available to you for inspection not later than 1:00
PM, New York City time, on the business day next preceding the Closing Date or
the Option Closing Date, as the case may be. Certificates in definitive form
evidencing the Underwritten Securities and the Option Securities shall be
delivered to you on the Closing Date or the Option Closing Date, as the case may
be, with any transfer taxes thereon duly paid by the Company, for the respective
accounts of the several Underwriters, against payment of the purchase price
thereof by certified or official bank check or checks drawn on or payable by a
New York Clearing House bank and payable in next day funds to the order of the
Company.
If the Option Closing Date occurs after the Closing Date, the Company will
deliver to the Underwriters on the Option Closing Date, and the obligation of
the Underwriters to purchase the Option Securities shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as of
such date the opinions, certificates and letters delivered on the Closing Date
pursuant to Section 6 hereof.
4. Offering by Underwriters. It is understood that, after the
------------------------
Registration Statement becomes effective and the initial public offering price
and the price per share at which the Securities will be sold to the Underwriters
by the Company shall have been determined, the Underwriters propose to offer the
Securities for sale to the public as set forth in the Prospectus.
5. Agreements. The Company agrees with the Underwriters that:
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(a) The Company will file the Prospectus, properly completed, pursuant to
the applicable paragraph of Rule 424(b) within the time period prescribed and
will provide evidence satisfactory to the Representatives of such timely filing.
The Company will promptly advise the Representatives (i) of any request by the
Commission for any amendment of the Registration Statement or the Prospectus or
for any additional information, (ii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the
initiation or threat to the Company of initiation of any proceeding for that
purpose, (iii) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threat to the Company of initiation of any
proceeding for such purpose, and (iv) the happening of any event referred to in
paragraph (b) below. The Company will not file any amendment of the
Registration Statement or supplement to the Prospectus unless the Company has
furnished you a copy for your
-5-
<PAGE>
review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object. The Company will use its best efforts
to prevent the issuance of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or if it shall be necessary to amend or supplement
the Prospectus to comply with the Act or the Exchange Act or the respective
rules and regulations thereunder, the Company promptly will prepare and file
with the Commission, subject to paragraph (a) of this Section 5, an appropriate
amendment or supplement to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances under which they were made, be misleading, or so the Prospectus
will comply with the Act or the Exchange Act or the respective rules and
regulations thereunder, and it will furnish to each Underwriter and to such
dealers as you shall specify, such number of copies thereof as such Underwriters
or dealers may reasonably request.
(c) As soon as practicable, but in any event not later than 15 months
after the end of the Company's current fiscal quarter the Company will make
generally available to its security holders and to the Representatives an
earnings statement or statements (which need not be audited) of the Company and
its consolidated subsidiaries covering a 12-month period beginning after the
Effective Date which will satisfy the provisions of Section 11(a) of the Act or
Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel for the
Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and to each other Underwriter, upon request, a copy
of the Registration Statement (without exhibits thereto) and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by the Act,
as many copies of each Preliminary Prospectus and the Prospectus and any
amendments thereof and supplements thereto as the Representatives may reasonably
request. From time to time during the period when the Prospectus is required to
be delivered under the Act, the Company will file promptly all reports and any
definitive proxy or information statements required to be filed with the
Commission pursuant to Section 13 or Section 14 of the Exchange Act subsequent
to the date of the Prospectus. The Company will pay the expenses of printing or
other production of all documents relating to the offering, and all fees and
transfer taxes, if any, relating to the issuance, sale and delivery of the
Securities by the Company to the Underwriters or the listing of
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<PAGE>
the Securities on any stock exchange, including the New York Stock Exchange.
(e) The Company will cooperate in good faith in qualifying the Securities
for offer and sale under the securities or Blue Sky laws of such states as the
Representatives may designate, will maintain such qualifications in effect for
as long as may be required for the distribution of the Securities and will pay
or reimburse the Representatives for counsel fees, filing fees and out-of-pocket
expenses in connection with such qualification and review, provided that the
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Company shall not be required to qualify as a foreign corporation or to file a
general consent to service of process in any state or to pay, or to reimburse
the Representatives for, such counsel fees exceeding $10,000 or to incur, or to
reimburse the Representatives for, any such fees and expenses if no Securities
are delivered to and purchased by the Underwriters hereunder because of a
default by one or more of the Underwriters.
(f) The Company will use its best efforts to have the Securities listed,
subject to notice of issuance, on the New York Stock Exchange on or before the
Closing Date.
6. (A). Conditions to the Obligations of the Underwriters. The
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obligations of the Underwriters to purchase the Underwritten Securities and the
Option Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the date hereof, the Closing Date and the Option Closing Date pursuant to
Section 3 hereof, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
(a) The Prospectus and any supplement thereto will be filed in the manner
and within the time period required by Rule 424(b), and prior to the Closing
Date or the Option Closing Date, as the case may be, the Company shall have
provided evidence satisfactory to the Representatives of such timely filing; and
no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been instituted
or threatened to the Company by the Commission.
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<PAGE>
(b) The Company shall have furnished to the Underwriters the opinion of
Messrs. Long, Aldridge & Norman, counsel for the Company, dated the Closing Date
or the Option Closing Date, as the case may be, which opinion shall be
satisfactory in form and scope to counsel for the Underwriters, to the effect
that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Georgia, with requisite corporate power and authority to own its properties
and conduct its business as described in the Prospectus;
(ii) the Company is qualified and in good standing as a foreign
corporation in all jurisdictions where it owns or leases substantial
properties or in which the conduct of its business requires such
qualification, except where the failure to be so qualified, when considered
in the aggregate and not individually, would not have a material adverse
effect on the Company and Chattanooga Gas Company (the "Subsidiary")
----------
considered as one enterprise;
(iii) the Subsidiary has been duly incorporated and is validly
existing in good standing under the laws of the State of Tennessee, is
qualified and in good standing as a foreign corporation in all
jurisdictions in which it owns or leases substantial properties or in which
the conduct of its business requires such qualification, except where the
failure to be so qualified, when considered in the aggregate and not
individually, would not have a material adverse effect on the Company and
Subsidiary considered as one enterprise;
(iv) all of the issued and outstanding capital stock of the
Subsidiary has been duly and validly issued and is fully paid and non-
assessable; all of the capital stock of the Subsidiary is owned by the
Company, free and clear of any pledge, lien, encumbrance, claim or equity;
(v) the authorized, issued and outstanding Common Stock of the
Company is as set forth in the Registration Statement under the caption
"Description of Capital Stock" (except for subsequent issuances, if any,
pursuant to the Company's Leveraged Employee Stock Ownership Plan,
Retirement Savings Plus Plan, Long-Term Stock Incentive Plan and Dividend
Reinvestment and Stock Purchase Plan);
(vi) the capital stock of the Company conforms to the
description thereof set forth in the Registration Statement under the
caption "Description of Capital Stock" and the form of certificate used to
evidence the Common Stock is in due and proper form; to the extent that the
information set forth in the Registration Statement under the caption
"Description of Capital Stock" constitutes
-8-
<PAGE>
matters of law or legal conclusions, such information has been reviewed by
such counsel and is correct;
(vii) the Securities and all other outstanding shares of Common
Stock have been duly and validly authorized and issued and are fully paid
and nonassessable; and, the holders of outstanding shares of capital stock
of the Company are not entitled to preemptive or other rights to subscribe
for the Securities;
(viii) to the knowledge of such counsel, all legal or
governmental proceedings pending or threatened against the Company or any
of its subsidiaries which are required to be disclosed in the Registration
Statement are disclosed therein.
(ix) to the knowledge of such counsel, there is no material
franchise, contract or other document of a character required to be
described, referred to or incorporated by reference in the Registration
Statement or Prospectus, or to be filed as an exhibit, which is not
described or filed as required and, to the knowledge of such counsel, no
default exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any material
franchise, contract or other document so described, referred to, filed or
incorporated by reference;
(x) the statements under the caption "Business -- Federal
Regulatory Matters" and (other than financial, numerical and statistical
data) under the caption "Properties" in the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994 and the statements under
the caption "Item 5. Other Information - Federal Regulatory Matters" in
the Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1994 and March 31, 1995 and the statements under the caption
"Business of the Company -- Recent Developments" in the Prospectus, fairly
summarize the matters therein described as of their respective dates;
(xi) the Registration Statement has become effective under the
Act; the Prospectus and any supplement thereto has been filed pursuant to
Rule 424(b) in the manner and within the time period required by Rule
424(b); to the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, and such
counsel has no notice of any proceedings for that purpose having been
instituted or threatened. The Registration Statement, as of the Effective
Date; the Preliminary Prospectus, as of its issue date; and the Prospectus,
at the time it was first filed pursuant to Rule 424(b) (other than the
financial statements, including related schedules, and other financial and
statistical
-9-
<PAGE>
information contained therein or incorporated by reference therein as to
which such counsel need express no opinion) appeared on their face to have
complied as to form in all material respects with the applicable
requirements of the Act and (with respect to the Incorporated Documents)
the Exchange Act and the respective rules thereunder;
(xii) this Agreement has been duly authorized, executed and
delivered by the Company;
(xiii) all proceedings legally required in connection with the
issuance and sale of the Securities by the Company to the Underwriters have
been taken and all approvals, authorizations, consents or other orders of
the GPSC and such other public boards or bodies as may be legally required
with respect to all or any of such matters or transactions related thereto
have been obtained (except with respect to compliance with applicable state
securities or "blue sky" laws with respect to which such counsel need
express no opinion); such authorization of the GPSC is in full force and
effect, has not been abrogated or modified, and constitutes legally
sufficient authority of that body for the issuance and sale of the
Securities; and no additional approval, authorization or consent of the
GPSC is required for the execution and delivery of this Agreement by the
Company; and there are not pending or, to the knowledge of such counsel,
contemplated any proceedings or actions (whether through judicial or
administrative review or otherwise) to abrogate or modify such
authorization;
(xiv) neither the issue and sale of the Securities, nor the
consummation of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a breach of,
or constitute a default under (A) the charter or by-laws of the Company,
(B) to such counsel's knowledge after reasonable inquiry, any material
contract, lease, note or other instrument to which the Company or the
Subsidiary is a party or by which it is bound, or (C) any law,
administrative regulation or administrative or court order known to such
counsel;
(xv) the Company and the Subsidiary each have the authority
under their respective charters, certificates of public convenience and
necessity issued by the GPSC and the Public Service Commission of
Tennessee, respectively, and franchises and permits issued by the various
agencies and subdivisions of the States of Georgia and Tennessee,
respectively, to engage in the distribution, sale and transportation of gas
in all of the territory of the States of Georgia and Tennessee,
respectively, presently served by the Company and the Subsidiary or in
which gas facilities of the Company and the Subsidiary are under
construction; such charter powers, certificates of public convenience and
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<PAGE>
necessity, franchises and permits give to the Company and the Subsidiary
all necessary authority for the operation of their respective gas business
as now being conducted and the maintenance of their gas facilities in the
States of Georgia and Tennessee;
(xvi) the certificates of public convenience and necessity and
franchises and permits of the Company and the Subsidiary referred to in
clause (xv) of this subparagraph (b) are valid and subsisting and, in the
context of a regulated public utility, do not impose any materially
burdensome restrictions or conditions which are likely to have a material
adverse effect on the business or financial condition of the Company and
the Subsidiary considered as one enterprise;
(xvii) the Company and the Subsidiary are exempt from all
provisions of the Public Utility Holding Company Act of 1935, as amended
(except Section 9(a)(2) thereof) pursuant to Section 3(a)(2) thereof, and
there are not pending or, to the knowledge of such counsel, contemplated
any proceedings or actions (whether through judicial or administrative
review or otherwise) to abrogate or modify such exemption.
Such counsel shall also state that, without independent investigation
or verification and without assumption of any responsibility for the factual
accuracy or completeness of the Registration Statement or the Prospectus (other
than to the extent indicated in clauses (vi) and (x) above), nothing has come to
the attention of such counsel to cause it to believe that, at the Effective
Date, the Registration Statement contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, or that, at
the date on which it was first filed pursuant to Rule 424(b) or the Closing
Date, the Prospectus contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
References to the Prospectus in this paragraph (b) include any
supplements thereto.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
Georgia or the United States, to the extent they deem proper and specified in
such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable, who are satisfactory to counsel for the Underwriters,
and who state that the Underwriters may rely on such opinion; and (B) as to
matters of fact, to the extent they deem proper, on certificates of responsible
officers of the Company and public officials. When such counsel renders an
opinion "to its
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<PAGE>
knowledge after reasonable inquiry" or concerning matters "known" to such
counsel, such opinion may be based solely upon (AA) discussions with and
inquiries of attorneys within Long, Aldridge & Norman who perform legal services
for the Company, (BB) discussions with and inquiries of other attorneys who
perform legal services for the Company within the jurisdiction of the Federal
Energy Regulatory Commission, (CC) discussions with, inquiries of, and receipt
of certificates executed by officers and directors of the Company covering such
matters, (DD) review of proceedings docketed with the GPSC in which the Company
is named a party (and generic proceedings docketed with the GPSC which may
affect the Company, regardless of whether the Company is a named party), (EE)
review of proceedings docketed with the Public Service Commission of Tennessee
in which the Subsidiary is named a party (and generic proceedings docketed with
the Public Service Commission of Tennessee which may affect the Subsidiary,
regardless of whether the Subsidiary is a named party), and (FF) such other
investigations or factual inquiry, if any, that such counsel has made in
connection with the matters referred to in clauses (AA), (BB), (CC), (DD) and
(EE) above. When such counsel renders an opinion "to its knowledge after
reasonable inquiry" or concerning matters "known" to such counsel, then such
counsel need conduct no independent investigation of such matters except to the
extent mentioned in the immediately preceding sentence. Such counsel's opinion
may contain additional qualifications as are customary for such opinions and
reasonably acceptable to the Representatives.
(c) The Representatives shall have received from Winthrop, Stimson,
Putnam & Roberts, counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the Securities, the
Registration Statement, the Prospectus and other related matters as the
Representatives may reasonably require, and the Company shall have furnished to
such counsel such documents as they request for the purpose of enabling them to
pass upon such matters. Winthrop, Stimson, Putnam & Roberts may rely on the
opinion of Long, Aldridge & Norman referred to in paragraph (b) above as to all
matters of Georgia Law.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the President and Chief Executive Officer
and the principal financial or accounting officer of the Company, dated the
Closing Date or the Option Closing Date, as the case may be, to the effect that
the signers of such certificate have carefully examined the Registration
Statement, the Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Date or the Option Closing Date, as the case may be, with the same
effect as if made on the Closing Date or the Option Closing
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<PAGE>
Date, as the case may be, and the Company has complied with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date or the Option Closing Date, as
the case may be;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements
included or incorporated by reference in the Prospectus (or any supplement
thereto), there has been no material adverse change in the condition
(financial or other), earnings, business or properties of the Company and
the Subsidiary considered as one enterprise, whether or not arising from
transactions in the ordinary course of business, except as set forth in or
contemplated in the Prospectus.
(e) At the time this Agreement is executed and at the Closing Date or
the Option Closing Date, as the case may be, Deloitte & Touche LLP shall have
furnished to the Representatives a letter or letters, dated respectively as of
the date of this Agreement and as of the Closing Date or the Option Closing
Date, as the case may be, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants within the
meaning of the Act and the Exchange Act and the respective applicable published
rules and regulations thereunder, no information need be supplied with respect
to them in answer to Item 10 of the Registration Statement and stating in effect
that:
(i) in their opinion the audited financial statements and
supplemental schedules incorporated in the Registration Statement and the
Prospectus and reported on by them comply as to form in all material
respects with the applicable accounting requirements of the Act and the
Exchange Act and the published rules and regulations thereunder with
respect to financial statements and schedules included in an annual report
on Form 10-K under the Exchange Act;
(ii) on the basis of performing the procedures specified by the
American Institute of Certified Public Accountants for a review of interim
financial information as described in SAS No. 71, Interim Financial
-----------------
Information, on the latest unaudited financial statements, if any, included
-----------
or incorporated by reference in the Registration Statement, a reading of
the latest available interim unaudited financial statements of the Company,
the minutes of the meetings of the Board of Directors of the Company, the
Executive Committee thereof, and the stockholders of the Company, since
September 30, 1994 to a specified date not more than five days prior to the
date of such letter, and
-13-
<PAGE>
inquiries of officers of the Company who have responsibility for financial
and accounting matters (it being understood that the foregoing procedures
do not constitute an examination made in accordance with generally accepted
auditing standards and that they would not necessarily reveal matters of
significance with respect to the comments made in such letter and,
accordingly, that Deloitte & Touche LLP makes no representations as to the
sufficiency of such procedures for your purposes), nothing has come to
their attention which caused them to believe that, to the extent
applicable, (A) unaudited financial statements of the Company included or
incorporated by reference in the Registration Statement do not comply as to
form in all material respects with the applicable accounting requirements
of the Securities Act or the Exchange Act and the related published rules
and regulations thereunder; (B) any material modifications should be made
to said unaudited financial statements for them to be in conformity with
generally accepted accounting principles; and (C) at a specified date not
more than five business days prior to the date of the letter, there was any
change in the capital stock or long-term debt of the Company, or decrease
in its net assets, in each case as compared with amounts shown in the most
balance sheet incorporated by reference in the Registration Statement,
except in all instances for changes or decreases which the Registration
Statement discloses have occurred or may occur, for declarations of
dividends, for the repayment or redemption of long-term debt, for the
amortization of premium or discount on long-term debt, for the redemption
or purchase of preferred stock for sinking fund purposes, for any increases
in long-term debt in respect of previously issued pollution control, solid
waste disposal or industrial development revenue bonds, or for changes of
decreases as set forth in such letter, identifying the same and specifying
the amount thereof; and
(iii) they have performed certain other specified procedures as
a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the general
accounting records of the Company) set forth in the Registration Statement
and the Prospectus under captions to be specified by the Representatives or
included or incorporated in the Company's 1994 Annual Report on Form 10-K,
or Quarterly Reports on Form 10-Q, incorporated in the Registration
Statement, agrees with the accounting records of the Company and the
subsidiaries.
Reference to the Prospectus in this paragraph (e) include any
supplements thereto at the date of each letter.
(f) Subsequent to the respective dates as of which information is
given in the Registration Statement and the
-14-
<PAGE>
Prospectus, there shall not have been (i) any change or decrease specified in
the letter or letters referred to in paragraph (e) of this Section 6(A) or (ii)
any change, or any development involving a prospective change, in or affecting
the business or properties of the Company and the Subsidiary the effect of
which, in any case referred to in clause (i) or (ii) above, is, in the judgment
of the Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the public offering or the delivery of the
Securities as contemplated by the Registration Statement and the Prospectus.
(g) The issuance and sale of the Securities as contemplated in this
Agreement and the Prospectus shall have been duly authorized and approved by the
GPSC and such authorizations and approvals shall be in full force and effect on
the date hereof and at the Closing Date and no appeal therefrom shall have been
taken, shall not then be contested and the operation thereof shall not have been
stayed or suspended, and no authorization or approval of any other governmental
regulatory authority shall then be required in connection with the issuance and
sale by the Company of any of the Securities (subject to compliance with
applicable state securities or "blue sky" laws).
(h) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as the
Representatives may reasonably request.
(i) Prior to the Closing Date the Securities shall have been listed,
subject to notice of issuance, on the New York Stock Exchange.
If any of the conditions specified in this Section 6(A) shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or telegraph confirmed
in writing.
(B) Conditions of the Company's Obligations. The obligations of the
---------------------------------------
Company to deliver the Securities hereunder are subject to the following
conditions:
(a) At the Closing Date or the Option Closing Date, as the case may
be, no stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or shall be pending or, to the knowledge of the Company or the
Representatives, shall be contemplated by the Commission.
-15-
<PAGE>
(b) At the Closing Date or the Option Closing Date, as the case may
be, the order or orders, authorizations, consents or other approvals of the GPSC
referred to in Section 6(A)(g) hereof authorizing and approving the issuance and
sale of the Securities shall be in full force and effect.
If any of the conditions specified in this Section 6(B) shall not have
been fulfilled when and as required by this Agreement to be fulfilled, this
Agreement and all obligations of the Company hereunder may be cancelled at, or
at any time prior to, the Closing Date by the Company. Notice of such
cancellation shall be given to the Representatives in writing, or by telegraph
confirmed in writing.
7. Reimbursement of Underwriters' Expenses. If the sale of the
---------------------------------------
Securities provided for herein is not consummated because of any termination
pursuant to Section 10 hereof, the Company will reimburse the Underwriters
severally upon demand for all reasonable out-of-pocket expenses (including fees
and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
--------------------------------
indemnify and hold harmless each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in any Preliminary Prospectus
or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action
(such reimbursement to occur as such expenses are incurred); provided, however,
-------- -------
that (i) the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company through the Representatives by or on behalf of any
Underwriter specifically for use in connection with the preparation thereof, and
(ii) such indemnity with respect to any Preliminary Prospectus shall not inure
to the benefit of any Underwriter (or any person controlling such Underwriter)
from whom the person
-16-
<PAGE>
asserting any such loss, claim, damage or liability purchased the Securities
which are the subject thereof if such person did not receive a copy of the
Prospectus (or the Prospectus as amended or supplemented), excluding documents
incorporated therein by reference, at or prior to the confirmation of the sale
of such Securities to such person in any case where such delivery is required by
the Act copies of such Prospectus or amendment or supplement have been delivered
by the Company to the Underwriters and the untrue statement or omission of a
material fact contained in such Preliminary Prospectus was corrected in the
Prospectus (or the Prospectus as amended or supplemented). This indemnity
agreement will be in addition to any liability which the Company may otherwise
have.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company through you by or on behalf of such Underwriter specifically for use in
the preparation of the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter
may otherwise have. The Company acknowledges that the statements set forth in
the last paragraph of the cover page and in paragraphs __ and __ under the
heading "Underwriting" in any Preliminary Prospectus and the Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Prospectus or the
Prospectus, and you, as the Representatives, confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve it from
any liability which it may have under this Section 8 except to the extent it has
been prejudiced in any material respect by such omission or from any liability
which it may have to any indemnified party otherwise than under this Section 8.
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and to the extent that it may
elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof (subject to the proviso below), with counsel satisfactory to
such indemnified party; provided, however, that if the defendants in any such
-------- -------
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may
-17-
<PAGE>
be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
assert such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified party of such
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (plus local counsel as retained by the Representatives in their
reasonable judgment), approved by the Representatives in the case of paragraph
(a) of this Section 8, representing the indemnified parties under such paragraph
(a) who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Securities (before deducting
expenses ) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus. Relative fault shall be determined by
reference to, among other things,
-18-
<PAGE>
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this subsection (d)
were to be determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take into account the equitable considerations referred to in the
first sentence of this subsection (d). The amount paid by an indemnified party
as a result of the losses, claims, damages or liabilities referred to in the
first sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending against any action or claim which is the subject of
this subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities were underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages as such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.
(e) No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity has or could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding.
(f) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have, and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability that the
respective Underwriters may otherwise have, and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed the Registration Statement and to each person, if any,
who controls the Company within the meaning of the Act.
-19-
<PAGE>
9. Default by an Underwriter. If any one or more Underwriters shall
-------------------------
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
-------- -------
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Underwriters Securities set
forth in Schedule I hereto plus the total amount of Option Securities
purchasable by such defaulting Underwriter or Underwriters pursuant to Section
2(b), the remaining Underwriters shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
seven days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned by its default
hereunder.
10. Termination. This Agreement shall be subject to termination in
-----------
the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if prior to such time (i)
the Company shall have failed, refused or been unable, at or prior to the
Closing Date, to perform any agreement on its part to be performed hereunder,
(ii) any other condition of the obligations of the Underwriters hereunder is not
fulfilled (other than by reason of a default by any of the Underwriters), (iii)
trading in the Company's Common Stock has been suspended by the Commission, or
trading in securities generally on the New York Stock Exchange or the American
Stock Exchange or the over-the-counter market shall have been suspended
(otherwise than as a result of a "circuit breaker" or other similar suspension
of securities trading pursuant to existing regulations) or minimum or maximum
prices shall have been fixed, or minimum or maximum ranges for prices for
securities have been required, by either of such exchanges or such market by the
Commission or by such exchange or other regulatory body or governmental
authority having jurisdiction, (iv) a general banking moratorium shall have been
declared by Federal or New York or Georgia state authorities, or (v) there
-20-
<PAGE>
shall have occurred any material adverse change in general economic, political
or financial conditions in the United States, or any outbreak of hostilities or
escalation of hostilities or other national or international calamity or crisis,
the effect of which on the financial markets in the United States is such as to
make it, in the reasonable judgment of the Representatives, impracticable to
market the Securities or to enforce contracts for the sale of the Securities.
Any termination of this Agreement pursuant to this Section 10 shall be without
liability on the part of the Company or any Underwriter, except as otherwise
provided in Sections 7 and 8 hereof.
11. Representations, Warranties and Indemnities to Survive. The
------------------------------------------------------
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the
Company or any of the officers, directors or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
-------
effective only on receipt and if sent to the Representatives will be mailed,
delivered or telegraphed and confirmed to them, care of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Merrill Lynch World Headquarters, World Financial
Center, New York, New York 10281-1327, attention of [Jerry R. Hilligoss]; or, if
sent to the Company, will be mailed, delivered or telegraphed and confirmed to
it at 303 Peachtree Street, N.E., Atlanta, Georgia 30303, or to P.O. Box 4569,
Atlanta, Georgia 30303, attention of Mr. Robert L. Goocher.
13. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed
--------------
in accordance with the laws of the State of New York.
15. Counterparts; Severability. This Agreement may be executed in
--------------------------
any number of separate counterparts, each of which, when so executed and
delivered, shall be deemed to be an original and all of which, taken together,
shall constitute but one and the same agreement. Should any part of this
Agreement for any reason be declared invalid, such declaration shall not affect
the validity of any remaining portion, which remaining portion shall remain in
full force and effect as if this Agreement had been executed with the invalid
portion thereof eliminated.
-21-
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon, this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
ATLANTA GAS LIGHT COMPANY
By: ____________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEAN WITTER REYNOLDS INC.
THE ROBINSON-HUMPHREY COMPANY, INC.
As Representatives of the Several
Underwriters
BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: ___________________________
(Authorized Signatory)
For themselves and the other
several Underwriters named in
Schedule I to the foregoing
agreement
-22-
<PAGE>
SCHEDULE I
Number of Shares
Underwritten
Securities to be
Underwriter Purchased
----------- ----------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Dean Witter Reynolds Inc.
The Robinson-Humphrey Company, Inc.
_________
Total 1,300,000
=========
<PAGE>
EXHIBIT 5
May 22, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Atlanta Gas Light Company (File No. 1-9905)
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Atlanta Gas Light Company, a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") and the filing
thereof with the Securities and Exchange Commission (the "Commission").
Pursuant to the Registration Statement, the Company intends to register under
the Securities Act of 1933, as amended, 1,495,000 shares (the "Shares") of
common stock, par value $5 per share, of the Company. Of such amount, 1,300,000
shares are being offered for sale by the Company and up to 195,000 shares may be
offered for sale by the Company upon the exercise of an over-allotment option
granted to the underwriters.
The opinion hereinafter set forth is given to the Commission at the request
of the Company pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation
S-K. The only opinion rendered by this firm consists of the matter set forth in
numbered paragraph (1) below (our "Opinion"), and no opinion is implied or to be
inferred beyond such matter. Additionally, our Opinion is based upon and
subject to the qualifications, limitations and exceptions set forth in this
letter.
Our Opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement and may not otherwise be relied upon, used,
quoted or referred to by, or filed with, any other person or entity without our
prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
Charter and By-Laws of the Company, as amended, the minutes of the proceedings
of the Board of Directors of the Company, and the proceeding of the Georgia
Public Service Commission. In making all of our examinations, we assumed the
genuineness of all signatures, the
<PAGE>
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, and the due
execution and delivery of all documents by any persons or entities other than
the Company where due execution and delivery by such persons or entities is a
prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company and a certificate of a public official. We have not independently
verified or investigated, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.
The members of this firm are admitted to the Bar of the State of Georgia
and are duly qualified to practice law in that state. We do not herein express
any opinion concerning any matter respecting or affected by any laws other than
the laws of the State of Georgia that are now in effect and that, in the
exercise of reasonable professional judgment, are normally considered in
transactions such as those contemplated by the issuance of the Shares. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) Assuming that the price at which the Shares will be issued and sold is
duly authorized, the Shares, upon issuance and delivery, against
payment therefor as provided in the Underwriting Agreement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" set forth in the Prospectus forming a part of said Registration
Statement.
Very truly yours,
/s/ Long, Aldridge & Norman
LONG, ALDRIDGE & NORMAN
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Atlanta Gas Light Company ("Company") on Form S-3 of our reports dated
November 4, 1994 (which reports include an explanatory paragraph as to the
change in methods of accounting for postretirement benefits other than pensions
and for income taxes), appearing in and incorporated by reference in the Annual
Report on Form 10-K of the Company for the year ended September 30, 1994 and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
Deloitte & Touche LLP
Atlanta, Georgia
May 22, 1995
<PAGE>
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David R. Jones, Robert L. Goocher and Albert G.
Norman, Jr., and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form S-3 of Atlanta Gas Light Company covering up to 1,500,000 shares of
Common Stock to be filed with the Securities and Exchange Commission, and any
and all amendments (including post-effective amendments) thereto, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
This 5th day of May, 1995.
/s/ Frank Barron, Jr. /s/ Albert G. Norman, Jr.
------------------------------ -------------------------------
Frank Barron Jr. Albert G. Norman, Jr.
/s/ W. Waldo Bradley
------------------------------ -------------------------------
W. Waldo Bradley D. Raymond Riddle
/s/ Otis A. Brumby, Jr. /s/ Betty L. Siegel
------------------------------ -------------------------------
Otis A. Brumby, Jr. Dr. Betty L. Siegel
/s/ L. L. Gellerstedt, Jr. /s/ Ben J. Tarbutton, Jr.
------------------------------ -------------------------------
L. L. Gellerstedt, Jr. Ben J. Tarbutton, Jr.
/s/ David R. Jones /s/ Charles McKenzie Taylor
------------------------------ -------------------------------
David R. Jones Charles McKenzie Taylor
/s/ Kenneth D. Lewis /s/ Felker W. Ward, Jr.
------------------------------ -------------------------------
Kenneth D. Lewis Felker W. Ward, Jr.
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