ARTICLES OF MERGER
OF
ATLANTA GAS LIGHT COMPANY
AND
AGL MERGER CO.
1. The Amended and Restated Agreement and Plan of Merger attached hereto
as Exhibit A and incorporated herein by reference was duly approved by the Board
of Directors of Atlanta Gas Light Company, a Georgia corporation ("AGL"), and
the Board of Directors of AGL Merger Co., a Georgia corporation ("Merger Sub").
2. The name of the surviving corporation is Atlanta Gas Light Company, a
Georgia corporation.
3. The Merger was duly approved by the shareholders of AGL and Merger Sub.
4. Pursuant to the Agreement and Plan of Merger, the merger of AGL and
Merger Sub shall be effective as of the date and time of filing hereof.
Executed as of March 6, 1996.
ATLANTA GAS LIGHT COMPANY, a Georgia
corporation
By: /s/ David R. Jones
--------------------------------------
David R. Jones
President and Chief Executive Officer
[SEAL]
ATTEST:
/s/ Melanie M. Platt
- ----------------------------
Melanie M. Platt
Corporate Secretary
AGL MERGER CO., a Georgia corporation
By: /s/ David R. Jones
----------------------------------
David R. Jones
President
[SEAL]
ATTEST:
/s/ Melanie M. Platt
- ----------------------------
Melanie M. Platt
Secretary
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
------------------------------------------------
By and Among
AGL Resources Inc., a Georgia corporation
Atlanta Gas Light Company, a Georgia corporation
and
AGL Merger Co., a Georgia corporation
------------------------------------------------
Dated February 29, 1996
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the "Agreement"),
dated as of February 29, 1996, amends and restates the Agreement and Plan of
Merger, dated January 19, 1996, by and among Atlanta Gas Light Company, a
Georgia corporation ("AGL"), AGL Resources Inc., a Georgia corporation
("Holdings"), and AGL Merger Co., a Georgia corporation ("Merger Sub")
(collectively, the "Parties").
WITNESSETH:
WHEREAS, AGL has an authorized capitalization consisting of 100,000,000
shares of Common Stock, $5 par value (the "AGL Common Stock"), of which
55,176,476 shares were issued and outstanding as of February 27, 1996, and
11,480,000 shares of Preferred Stock, of which 2,352,801 shares (consisting of
shares of 7 separate series) were issued and outstanding as of February 27, 1996
(the "AGL Preferred Stock"); and
WHEREAS, Merger Sub has an authorized capitalization consisting of 1,000
shares of Common Stock, $.01 par value (the "Merger Sub Common Stock"), of which
1 share has been issued and is outstanding and owned beneficially and of record
by Holdings; and
WHEREAS, Holdings has an authorized capitalization consisting of
750,000,000 shares of Common Stock, $5 par value (the "Holdings Common Stock"),
of which 1 share has been issued and is outstanding and owned beneficially and
of record by AGL; 10,000,000 shares of Class A Junior Participating Preferred
Stock (the "Class A Preferred Stock"), without par value; and 10,000,000 shares
of Preferred Stock, with or without par value (the "Holdings Preferred Stock");
and
WHEREAS, the Boards of Directors of the respective Parties hereto deem it
advisable to merge Merger Sub with and into AGL (the "Merger") in accordance
with the Georgia Business Corporation Code and this Agreement whereby the shares
of AGL Common Stock will be converted into shares of Holdings Common Stock; and
WHEREAS, the Boards of Directors of the respective Parties deem it
advisable and in the best interest of the respective Parties to amend and
restate the Agreement to clarify the mechanics of the merger with respect to
certain Common Stock plans of AGL pursuant to Article IX of the Agreement;
NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties hereto agree that Merger
Sub shall be merged with and into AGL which shall be the corporation surviving
such merger and that the terms and conditions of such merger, the mode of
carrying it into effect, and the manner of converting and exchanging shares
shall be as follows:
ARTICLE I
THE MERGER
(a) Subject to and in accordance with the provisions of this Agreement,
Articles of Merger as set forth in Exhibit I hereto (the "Articles") shall be
executed and acknowledged by each of AGL and Merger Sub and thereafter delivered
to the Secretary of State of the State of Georgia for filing, as provided in
Section 14-2-1105 of the Georgia Business Corporation Code, upon which filing
with the Secretary of State and its issuance of a Certificate of Merger, the
Merger shall become effective (the "Effective Time"). At the Effective Time,
the separate existence of Merger Sub shall cease and Merger Sub shall be merged
with and into AGL (Merger Sub and AGL being sometimes referred to herein as the
"Constituent Corporations" and AGL, the corporation designated in the Articles
as the surviving corporation, being sometimes referred to herein as the
"Surviving Corporation").
(b) Prior to and after the Effective Time, Holdings, AGL and Merger Sub,
respectively, shall take all such action as may be necessary or appropriate in
order to effectuate the Merger. In this connection, Holdings shall issue shares
of Holdings Common Stock which the holders of AGL Common Stock shall be entitled
to receive as provided in Article II hereof. In the event that at any time
after the Effective Time any further action is necessary or desirable to carry
out the purposes of this Agreement and to vest the Surviving Corporation with
all rights, privileges, approvals, immunities and franchises and all property,
real, personal and mixed, of either of the Constituent Corporations, the
officers and directors of each of the Constituent Corporations as of the
Effective Time shall take all such further action.
ARTICLE II
TERMS OF CONVERSION AND EXCHANGE OF SHARES
At the Effective Time:
(a) Each share of AGL Common Stock issued immediately prior to the
Effective Time shall thereupon, and without surrender of stock certificates or
any other action on the part of the holder thereof, be changed and converted
into one share of Holdings Common Stock, which shall thereupon be issued, fully
paid and nonassessable; such shares of AGL Common Stock to be converted shall be
deemed to include any shares then held in its treasury, and such converted
treasury shares shall, immediately following the Effective Time, be deemed to be
held in Holdings' treasury;
(b) The shares of AGL Preferred Stock issued and outstanding immediately
prior to the Effective Time shall not be converted or otherwise affected by the
Merger, and each such share shall continue to be issued and outstanding and to
be one fully paid and nonassessable share of the particular series of AGL
Preferred Stock of the Surviving Corporation; and
(c) Each share of Merger Sub Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into one share of
common stock of the Surviving Corporation.
ARTICLE III
STOCK OPTIONS
At the Effective Time, each outstanding option to purchase shares of AGL
Common Stock will be assumed by Holdings. Each such option will be exercisable
in accordance with its existing terms for the same number of shares of Holdings
Common Stock as the number of shares of AGL Common Stock subject to such option.
ARTICLE IV
CHARTER AND BY-LAWS
From and after the Effective Time, and until thereafter amended as provided
by the AGL Charter, as amended (the "Charter"), and by law, the AGL Charter as
in effect immediately prior to the Effective Time shall be and continue to be
the Charter of the Surviving Corporation. From and after the Effective Time,
and until thereafter amended as provided by the Charter and the By-Laws of AGL,
as amended, and by law, the By-Laws of AGL as in effect immediately prior to the
Effective Time shall be and continue to be the By-Laws of the Surviving
Corporation.
ARTICLE V
DIRECTORS AND OFFICERS
The persons who are Directors and officers of AGL immediately prior to the
Effective Time shall continue as Directors and officers, respectively, of the
Surviving Corporation and shall continue to hold office as provided in the By-
Laws of the Surviving Corporation. If, at or following the Effective Time, a
vacancy shall exist in the Board of Directors or in the position of any officer
of the Surviving Corporation, such vacancy may be filled in the manner provided
in the By-Laws of the Surviving Corporation.
ARTICLE VI
STOCK CERTIFICATES
Following the Effective Time, each holder of an outstanding certificate or
certificates theretofore representing shares of AGL Common Stock may, but shall
not be required to, surrender the same to Holdings for cancellation or transfer,
and each such holder or transferee will be entitled to receive certificates
representing the same number of shares of Holdings Common Stock as the shares of
AGL Common Stock previously represented by the stock certificates surrendered.
Until so surrendered or presented for transfer, each outstanding certificate
which, prior to the Effective Time, represented AGL Common Stock shall be deemed
and treated for all corporate purposes to represent the ownership of the same
number of shares of Holdings Common Stock as though such surrender or transfer
and exchange had taken place. The stock transfer books for the AGL Common Stock
shall be deemed to be closed at the Effective Time and no transfer of
outstanding shares of AGL Common Stock outstanding prior to the Effective Time
shall thereafter be made on such books. Following the Effective Time, the
holders of certificates representing AGL Common Stock outstanding immediately
before the Effective Time shall cease to have any rights with respect to the
stock of the Surviving Corporation and their sole rights shall be with respect
to the Holdings Common Stock to which their shares of AGL Common Stock shall
have been converted in the Merger.
ARTICLE VII
CONDITIONS OF THE MERGER
Consummation of the Merger is subject to the satisfaction of the following
conditions:
(a) The Merger shall have received the approval of the holders of capital
stock of each of the Constituent Corporations as required by their Charter or
Articles of Incorporation and the Georgia Business Corporation Code.
(b) There shall have been obtained an opinion or opinions of counsel
satisfactory to the Board of Directors of AGL with respect to the tax
consequences of the Merger and other transactions incident thereto.
(c) There shall have been obtained all of the regulatory approvals and
exemptions necessary, appropriate or desirable to be obtained prior to
effectuating the Merger and the Restructuring (as defined), as such approvals
and exemptions are described in the Proxy Statement related to AGL's 1996 Annual
Meeting of Shareholders.
(d) The Holdings Common Stock to be issued and to be reserved for issuance
pursuant to the Merger shall have been approved for listing, upon official
notice of issuance, by the New York Stock Exchange.
(e) The Articles shall have been filed with the Secretary of State of the
State of Georgia.
ARTICLE VIII
TERMINATION
At any time prior to the filing of the Articles with the Secretary of State
of the State of Georgia, the Merger may be terminated by the Board of Directors
of any corporation a party hereto notwithstanding approval of the Merger by the
stockholders of all or any of the corporations parties hereto.
ARTICLE IX
AGL STOCK PLANS
The obligations of AGL under the following AGL plans: (i) the Retirement
Savings Plus Plan, (ii) the Leveraged Employee Stock Ownership Plan, (iii) the
Long-Term Stock Incentive Plan of 1990, (iv) the Nonqualified Savings Plan and
(v) the Dividend Reinvestment and Stock Purchase Plan shall continue as
obligations of AGL after the Effective Time, provided, however, that after the
Effective Time AGL shall issue Holdings Common Stock under the terms of such
plans in lieu of AGL Common Stock whenever stock is required in connection with
such plans.
Holdings shall take all required corporate action to assume the obligations
of AGL under the 1996 Non-Employee Directors Equity Compensation Plan.
ARTICLE X
CANCELLATION OF AGL'S HOLDINGS COMMON STOCK
Immediately after the Effective Time, each share of Holdings Common Stock
held by AGL immediately prior to the Effective Time shall be cancelled.
ARTICLE XI
MISCELLANEOUS
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, AGL, Merger Sub and Holdings, pursuant to approval and
authorization duly given by resolutions adopted by their respective Boards of
Directors, have each caused this Amended and Restated Agreement and Plan of
Merger to be executed by its Chairman of the Board, President and Chief
Executive Officer or one of its Vice Presidents and its corporate seal to be
affixed hereto and attested by its Secretary.
ATLANTA GAS LIGHT COMPANY,
a Georgia corporation
/s/ J. Michael Riley
--------------------------------------
[SEAL] By: J. Michael Riley
Vice President, Finance and Accounting
ATTEST:
/s/ Melanie M. Platt
- ---------------------------------
Melanie M. Platt
Corporate Secretary
AGL RESOURCES INC.,
a Georgia corporation
/s/ David R. Jones
-------------------------------------
[SEAL] By: David R. Jones
President and Chief Executive Officer
ATTEST:
/s/ Melanie M. Platt
- ---------------------------------
Melanie M. Platt
Corporate Secretary
AGL MERGER CO.,
a Georgia corporation
/s/ David R. Jones
----------------------------------------
[SEAL] By: David R. Jones
President
ATTEST:
/s/ Melanie M. Platt
- -----------------------------------
Melanie M. Platt
Secretary