AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATLANTA GAS LIGHT COMPANY
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(Exact name of registrant as specified in its charter)
GEORGIA 58-0145925
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(State of incorporation) (I.R.S. Employer
Identification No.)
303 PEACHTREE STREET, ATLANTA, GEORGIA 30308
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(Address of principal executive offices, including zip code)
ATLANTA GAS LIGHT COMPANY NONQUALIFIED SAVINGS PLAN
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(Full title of the plan)
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ROBERT L. GOOCHER
EXECUTIVE VICE PRESIDENT
ATLANTA GAS LIGHT COMPANY
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308
(404) 584-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________
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COPY TO:
WILLIAM L. FLOYD
LONG, ALDRIDGE & NORMAN
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308
(404) 527-4010
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CALCULATION OF REGISTRATION FEE
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| | Proposed | Proposed |
Title of | | Maximum | Maximum |
Securities | Amount | Offering | Aggregate | Amount of
to be | to be | Price Per | Offering | Registration
Registered (1) |Registered (1)| Share (2) | Price (2) | Fee (2)
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| | | |
| | | |
Common Stock, | | | |
par value $5.00 | | | |
per share | 50,000 | $35.625 | $1,781,250 | $614.22
| | | |
| | | |
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Atlanta Gas Light Company Nonqualified Savings Plan
(the "Plan").
(2) The offering prices of such shares which may be acquired in the future
under the Plan are not presently determinable. The offering price for such
shares is estimated pursuant to Rule 457(c) and (h) solely for the purpose
of calculating the registration fee and is based upon the average of the
high and low prices of the Company's Common Stock as reported in the
consolidated reporting system on August 21, 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") 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, 1994;
2. The Company's Quarterly Report on Form 10-Q for the quarters ended
December 31, 1994, March 31, 1995 and June 30, 1995; and
3. The description of the Company's 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
Atlanta Gas Light Company Nonqualified Savings Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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,
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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 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 Melanie M. Platt, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Melanie M. Platt, Esq. (included in Exhibit 5).
24 Powers of Attorney.
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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.
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(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 and each filing of the Plan's annual report
pursuant to 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.
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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
THE REGISTRANT.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on August 25, 1995.
ATLANTA GAS LIGHT COMPANY
By: /s/ David R. Jones
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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 August 25, 1995.
Signatures Title
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/s/ David R. Jones President and Chief Executive
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David R. Jones Officer (Principal Executive
Officer) and Director
/s/ Robert L. Goocher Executive Vice President
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Robert L. Goocher (Principal Financial Officer)
/s/ J. Michael Riley Vice President
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J. Michael Riley (Principal Accounting Officer)
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.
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
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Ben J. Tarbutton, Jr.
Charles McKenzie Taylor* Director
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Charles McKenzie Taylor
Felker W. Ward, Jr.* Director
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Felker W. Ward, Jr.
*By /s/ Robert L. Goocher
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Robert L. Goocher,
as Attorney-in-Fact
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have 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 August 25, 1995.
ATLANTA GAS LIGHT COMPANY
NONQUALIFIED SAVINGS 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 Melanie M. Platt, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Melanie M. Platt, Esq. (included in Exhibit 5).
24 Powers of Attorney.