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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1995
REGISTRATION NO. 33-52907
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
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 No.)
303 PEACHTREE STREET, ATLANTA, GEORGIA 30308
(Address of principal executive offices, including zip code)
ATLANTA GAS LIGHT COMPANY RETIREMENT SAVINGS PLUS PLAN
(Full title of the plan)
_______________
DAVID R. JONES ROBERT L. GOOCHER ALBERT G. NORMAN, JR.
PRESIDENT AND EXECUTIVE VICE PRESIDENT LONG, ALDRIDGE & NORMAN
CHIEF EXECUTIVE OFFICER ATLANTA GAS LIGHT COMPANY ONE PEACHTREE CENTER
ATLANTA GAS LIGHT COMPANY 303 PEACHTREE STREET 303 PEACHTREE STREET
303 PEACHTREE STREET ATLANTA, GEORGIA 30308 ATLANTA, GEORGIA 30308
ATLANTA, GEORGIA 30308 (404) 584-4000 (404) 527-4070
(404) 584-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________
COPY TO:
WILLIAM L. FLOYD
LONG, ALDRIDGE & NORMAN
ONE PEACHTREE CENTER
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308
(404) 527-4010
______________
CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
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Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share Price
- - ------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $5.00
per share 700,000 N/A N/A N/A
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</TABLE>
(1) The Registrant's Registration Statement on Form S-8, No. 33-52907 (the
"Registration Statement"), which was filed by the Registrant on March 31,
1994 and which automatically became effective on that date, registered
700,000 shares of Common Stock and an indeterminate amount of interests
(the "Securities") to be offered or sold pursuant to the Atlanta Gas Light
Company Retirement Savings Plus Plan (the "RSP Plan"). The Registrant paid
a registration fee in the amount of $8,387.26 to register the Securities.
Accordingly, there is no registration fee associated with this Post-
Effective Amendment No. 1 to the Registration Statement, which the
Registrant is filing to register the Securities pursuant to Rule 416(c) and
which is in connection with a 2-for-1 stock split of the Company's Common
Stock effected in the form of a 100% stock dividend paid on December 1,
1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Atlanta Gas Light Company (the
"Company" or the "Registrant") or the RSP Plan are incorporated herein by
reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995 ;
2. The RSP Plan's Annual Report on Form 11-K for the year ended
December 31, 1994; and
3. The description of the Company's Common Stock as contained in Item
1 of the Company's Registration Statement on Form 8-A (Registration No. 1-9905)
as filed with the Commission on March 28, 1988.
All reports and other documents subsequently filed by the Company or
the RSP Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, will be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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 interest of
the Company and, in addition, in criminal proceedings, if he had no reasonable
cause to believe his conduct was unlawful. If the required
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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 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.
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 Georgia 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 the
Company (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 are presently 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 8. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
5* Opinion of Long, Aldridge & Norman.
23.1 Consent of Deloitte & Touche LLP.
23.2* Consent of Long, Aldridge & Norman (included in Exhibit 5).
24* Power of Attorney.
_________
* Previously filed.
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ITEM 9. UNDERTAKINGS
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A. RULE 415 OFFERING.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
- - ----
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. 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.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
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 6
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.
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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-8 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on December 22, 1995.
ATLANTA GAS LIGHT COMPANY
By: /s/ David R. Jones
----------------------
DAVID R. JONES
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on December 22, 1995.
Signatures Title
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/s/ David R. Jones President and Chief Executive
- - ------------------------------------ Officer (Principal Executive
David R. Jones Officer) and Director
/s/ Robert L. Goocher Executive Vice President
- - ------------------------------------ (Principal Financial Officer)
Robert L. Goocher
/s/ J. Michael Riley Vice President
- - ------------------------------------ (Principal Accounting Officer)
J. Michael Riley
Frank Barron, Jr.* Director
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Frank Barron, Jr.
W. Waldo Bradley* Director
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W. Waldo Bradley
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Otis A. Brumby, Jr.* Director
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Otis A. Brumby, Jr.
L. L. Gellerstedt, Jr.* Director
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L. L. Gellerstedt, Jr.
Kenneth D. Lewis* Director
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Kenneth D. Lewis
Albert G. Norman, Jr.* Director
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Albert G. Norman, Jr.
D. Raymond Riddle* Director
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D. Raymond Riddle
Betty L. Siegel* Director
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Betty L. Siegel
Ben J. Tarbutton, Jr.* Director
- - ------------------------------------
Ben J. Tarbutton, Jr.
Director
- - ------------------------------------
Charles McKenzie Taylor
Felker W. Ward, Jr.* Director
- - ------------------------------------
Felker W. Ward, Jr.
*By /s/ Robert L. Goocher
----------------------------------
Robert L. Goocher,
as Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on December 22, 1995.
ATLANTA GAS LIGHT COMPANY
RETIREMENT SAVINGS PLUS PLAN
By: /s/ Robert L. Goocher
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Robert L. Goocher
Member
Administrative Committee
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EXHIBIT INDEX
Exhibit No. Exhibit
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5* Opinion of Long, Aldridge & Norman.
23.1 Consent of Deloitte & Touche LLP.
23.2* Consent of Long, Aldridge & Norman (included in Exhibit 5).
24* Power of Attorney.
___________
* Previously filed.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-52907 of Atlanta Gas Light
Company on Form S-8 of our reports dated November 27, 1995 (which 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 May 31, 1995 appearing in and incorporated by reference in the
Annual Report on Form 10-K of Atlanta Gas Light Company for the year ended
September 30, 1995 and appearing in the Annual Report on Form 11-K of the
Atlanta Gas Light Company Retirement Saving Plus Plan for the year ended
December 31, 1994, respectively.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
December 22, 1995
