PROSPECTUS
FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION NUMBER 333-22867
[LOGO OF AGL RESOURCES INC. APPEARS HERE]
[LOGO OF RESOURCESDIRECT APPEARS HERE]
AGL Resources Inc. (the "Company") hereby offers to existing and potential
investors the opportunity to purchase shares of its Common Stock, par value $5
per share (the "Common Stock"), through the AGL Resources Inc. Direct Stock
Purchase and Dividend Reinvestment Plan ("RESOURCESDIRECT"). Eligible investors
who are not yet shareholders can become participants by purchasing their
initial shares of Company Common Stock directly from the Company. Owners of
Company Common Stock can become participants simply by enrolling in
RESOURCESDIRECT.
RESOURCESDIRECT offers the following options:
. INITIAL INVESTMENT IN COMPANY COMMON STOCK. Eligible initial investors
may become participants in RESOURCESDIRECT by making an initial cash
investment in Common Stock of the Company of not less than $250 and not
more than $5,000.
. AUTOMATIC REINVESTMENT OF DIVIDENDS. Participants may automatically
reinvest all or a portion of their cash dividends to acquire additional
shares of Common Stock.
. OPTIONAL CASH PURCHASES. Participants may acquire additional shares of
Common Stock by making investments of $25 or more (not to exceed $5,000
per month) paid by check, money order or an automatic monthly bank
debit.
. NO BROKERAGE COMMISSIONS OR SERVICE CHARGES. No brokerage commission or
service charge is paid by initial investors or participants in
connection with purchases through RESOURCESDIRECT.
. CERTIFICATE SAFEKEEPING. Participants may have their Common Stock share
certificates held for safekeeping as a means to help protect the
participant against loss, theft or destruction of their Common Stock
share certificates.
. TRANSFER OF COMMON STOCK. Participants may give or transfer shares of
Common Stock to other investors eligible to participate in
RESOURCESDIRECT.
Dividends will be reinvested for participants in RESOURCESDIRECT on the date
a cash dividend is paid on the Common Stock. Initial and optional cash
purchases will be invested twice each month, generally on the 1st and 15th day
of each month. In all cases, shares of Common Stock will be purchased through
RESOURCESDIRECT at current market prices. The Company's Common Stock is traded
on the New York Stock Exchange ("NYSE") under the symbol "ATG" and is quoted in
The Wall Street Journal as "AGL Res." On March 4, 1997, the reported last sale
price of Common Stock of the Company was $19.625 per share.
This Prospectus relates to a total of 2,098,281 shares of Common Stock of the
Company and should be retained for future reference.
ADDITIONAL LEGAL REQUIREMENTS MAY BE NECESSARY FOR PERSONS IN CERTAIN
JURISDICTIONS PRIOR TO ENROLLMENT IN RESOURCESDIRECT. THESE REQUIREMENTS
MAY PROHIBIT PARTICIPATION BY RESIDENTS OF SUCH JURISDICTIONS.
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.
The date of this Prospectus is April 1, 1997.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED IN THIS PROSPECTUS
IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
SUCH PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
Additional information regarding the Company and the 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 (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
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661 and Suite 1306, 7 World Trade Center, 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. The Commission also maintains a Web site that contains copies of such
information at http://www.sec.gov. Such reports, proxy statements and other
information also may be inspected at the offices of New York Stock Exchange,
Inc., 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. 1-14174) 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, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996; and
(3) The description of the Company's Common Stock as contained in Item
1 of the Company's Registration Statement on Form 8-B (Registration No. 1-
14174), as declared effective by the Commission on March 12, 1996.
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 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
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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. REQUEST FOR
SUCH COPIES SHOULD BE DIRECTED TO:
OFFICE OF CORPORATE SECRETARY
AGL RESOURCES INC.
P.O. BOX 4569
ATLANTA, GEORGIA 30302-4569
(404) 584-3794
THE COMPANY
The Company is a Georgia corporation incorporated on November 27, 1995 for
the primary purpose of becoming the holding company for Atlanta Gas Light
Company. The Company's principal office is located at 303 Peachtree Street,
N.E., Atlanta, Georgia 30308, and its telephone number is (404) 584-9470. The
Company also maintains a Web site at http://www.aglr.com.
Atlanta Gas Light Company, a Georgia corporation and the Company's principal
subsidiary, is a regulated public utility, and is engaged in the distribution
and transportation of natural gas, serving more than 1.4 million customers in
Georgia. Other nonregulated subsidiaries of the Company are engaged in the
marketing of energy and related services and gas supply management and
consulting services.
RESOURCESDIRECT
RESOURCESDIRECT provides initial investors with the opportunity to purchase
shares of Common Stock directly from the Company and provides existing
shareholders with the opportunity to purchase additional shares of Common
Stock of the Company through the automatic reinvestment of cash dividends,
optional cash purchases or both. RESOURCESDIRECT, which replaces the former
Dividend Reinvestment and Stock Purchase Plan, now permits interested
investors not presently owning shares of Common Stock to become participants
in RESOURCESDIRECT.
Shareholders of the Company who were participating in the former Dividend
Reinvestment and Stock Purchase Plan will be deemed to have elected to
continue to participate in ResourcesDirect in the same manner and to the same
extent as such persons participated in the former Dividend Reinvestment and
Stock Purchase Plan unless such shareholders elect to terminate participation
in ResourcesDirect.
The following questions and answers constitute the terms of the Direct Stock
Purchase and Dividend Reinvestment Plan ("RESOURCESDIRECT").
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PURPOSE
1. What is the purpose of RESOURCESDIRECT?
The purpose of RESOURCESDIRECT is to provide initial investors and existing
shareholders with a convenient and economical method of acquiring shares of
Common Stock of the Company at current market value. Initial investors can
purchase shares of Common Stock without payment of any brokerage commission or
service charge in connection with the purchase of shares through
RESOURCESDIRECT. In addition, existing shareholders can purchase additional
shares of Common Stock by investing cash dividends and/or by making optional
cash purchases without payment of any brokerage commission or service charge
in connection with the purchase of shares through RESOURCESDIRECT.
ADVANTAGES
2. What are some of the advantages of RESOURCESDIRECT?
(a) Initial Investment in Company Common Stock. Investors, not already
shareholders of record of the Company, may become participants in
RESOURCESDIRECT by making an initial cash investment of not less than $250 and
not more than $5,000.
(b) Dividend Reinvestment. Participants in RESOURCESDIRECT may elect to
have the dividends that are paid on all or a designated portion of their
shares of Common Stock reinvested in order to purchase additional shares of
Common Stock.
(c) Optional Cash Purchases. Whether or not dividends are being reinvested
automatically, participants may invest in additional shares of Common Stock by
making optional cash purchases in any amount from a minimum of $25 up to a
maximum of $5,000 per month. Optional cash purchases may be made by check,
money order or automatic bank debit.
(d) No Fees for Purchases. No brokerage commission or service charge is
paid by initial investors or participants in connection with purchases through
RESOURCESDIRECT.
(e) Full Investment of Funds. Full investment of funds is possible through
RESOURCESDIRECT because RESOURCESDIRECT permits fractional shares, as well as
whole shares, to be reinvested in additional shares of Common Stock, with such
shares credited to a participant's account to four (4) decimal places. In
addition, cash dividends with respect to such fractions, as well as with
respect to whole shares, will be credited to a participant's account and
reinvested in shares of Common Stock through RESOURCESDIRECT.
(f) Account Statements. Regular statements of account provide participants
with a record of each transaction completed during the year to date, total
shares of Common Stock credited to the participant's account, and other
information related to the account.
(g) Transfer or Gift of Shares. Participants may make transfers or gifts
of shares of Common Stock from their RESOURCESDIRECT account to other eligible
investors at no charge. When a participant transfers or gifts shares to
another person, a RESOURCESDIRECT account will be opened for the recipient who
will then enjoy the full benefits of RESOURCESDIRECT. See Question 21, "May a
participant transfer shares within RESOURCESDIRECT?".
(h) Safekeeping of Share Certificates. Participants who hold certificated
shares may deposit share certificates for safekeeping, at no charge, as a
means to protect against loss, theft or destruction of certificates.
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The dividends paid on all shares held for safekeeping will be reinvested in
RESOURCESDIRECT. See Question 22, "May a participant deposit certificates for
safekeeping under RESOURCESDIRECT?".
DISADVANTAGES
3. What are some of the disadvantages of RESOURCESDIRECT?
(a) Market Risks. By having dividends reinvested instead of receiving
dividends in cash, a participant must bear the market risk associated with
fluctuations in the price of the Common Stock. Also, a participant has no
control over the price at which the Common Stock is purchased or sold for the
participant's account.
(b) No Interest Paid on Funds Held Pending Investment. No interest will be
paid on funds held pending investment under RESOURCESDIRECT. See Question 11,
"When are shares purchased for initial investments and optional cash
purchases?".
PARTICIPATION IN RESOURCESDIRECT
4. Who is eligible to participate?
Any person or entity is eligible to participate in RESOURCESDIRECT, provided
that such person or entity fulfills the prerequisites for participation
described below. See Question 5, "How does an eligible investor become a
participant?" and Question 6, "How does an eligible investor obtain a
Prospectus and Initial Investment and Authorization Form?".
The Company may elect not to offer or sell shares of Common Stock through
RESOURCESDIRECT to persons residing in any jurisdiction or foreign country
where, in the judgment of the Company, the burden or expense of compliance
with applicable state blue sky or securities laws makes such offer or sale
there impracticable or inadvisable. In any of these circumstances, dividends,
if and when declared, will be paid in the usual manner to the person and any
cash payment received from such person will be returned to such person.
5. How does an eligible investor become a participant?
A copy of the Prospectus, Initial Investment and Authorization Form and
other enrollment material may be obtained from Wachovia Bank of North
Carolina, N.A. (the "Bank"), which administers RESOURCESDIRECT. See Question 6
below for the Bank's toll free telephone number and Question 7, "What does the
Initial Investment and Authorization Form provide?".
(a) Eligible Investors Who Do Not Presently Own Shares of Company Common
Stock. After receiving a copy of the Prospectus, Initial Investment and
Authorization Form and other enrollment material, an eligible person or entity
not presently owning Common Stock may enroll in RESOURCESDIRECT and become a
shareholder of record by completing, signing and returning to the Bank an
Initial Investment and Authorization Form, making an initial investment of at
least $250 and indicating investment options. A postage-paid envelope will be
provided with the enrollment material for this purpose.
Initial Investment and Authorization Forms will be processed as promptly as
possible after receipt by the Bank. Participation in RESOURCESDIRECT will
begin after a properly completed Initial Investment and
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Authorization Form has been reviewed and accepted by the Bank. If an initial
payment is received without a properly completed Initial Investment and
Authorization Form, the initial payment will be returned and no action will be
taken. Once an eligible investor is enrolled in RESOURCESDIRECT, participation
will continue until such participation is discontinued.
(b) Shareholders of Record. After receiving a copy of the Prospectus,
Initial Investment and Authorization Form and other enrollment material, an
eligible shareholder of record may enroll in RESOURCESDIRECT by completing and
signing an Initial Investment and Authorization Form exactly as the name(s)
appear(s) on the stock certificate(s) representing the shares to be enrolled
and returning it to the Bank. A postage-paid envelope will be provided with
the enrollment material for this purpose.
(c) Beneficial ("Street Name") Owners. Beneficial owners whose shares are
registered in names other than their own (for example, shares registered in
the name of a broker or bank nominee--"street name") may participate by
requesting such broker or bank nominee to participate in RESOURCESDIRECT on
their behalf. In general, if such arrangements are made, a broker or bank
nominee may participate in the same manner as a shareholder of record except
that (i) optional cash purchases are not available to such beneficial owner
(see Question 13, "How are optional cash purchases made?") and (ii) the
certificates representing shares purchased through RESOURCESDIRECT are issued
to such broker or bank nominee. Moreover, any fees charged by a broker or bank
nominee in connection with such arrangements shall be paid by the participant.
PARTICIPATION IN RESOURCESDIRECT THROUGH BROKERS OR BANK NOMINEES MAY BE ON
TERMS AND CONDITIONS WHICH DIFFER FROM THOSE SET FORTH HEREIN, IN WHICH CASE
THE TERMS AND CONDITIONS SET BY EACH SUCH BROKER OR BANK NOMINEE SHALL GOVERN.
The Company shall not be responsible for the terms of any such participation,
including tax consequences thereof. The term "participant" as used herein
refers to shareholders of record and eligible investors participating directly
in RESOURCESDIRECT.
ANY CURRENT PARTICIPANT IN THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
WILL AUTOMATICALLY CONTINUE AS A PARTICIPANT IN RESOURCESDIRECT WITHOUT
COMPLETING AN INITIAL INVESTMENT AND AUTHORIZATION FORM.
6. How does an eligible investor obtain a Prospectus and Initial Investment and
Authorization Form?
An eligible investor may obtain a copy of the Prospectus, the Initial
Investment and Authorization Form and other enrollment material by telephoning
the Bank toll free at (800) 866-1543 twenty-four hours a day, seven days a
week. (Please note that if you already participate in RESOURCESDIRECT and have
a question concerning your account, a toll free shareholder services telephone
number is listed below at Question 10, "Who administers RESOURCESDIRECT for
participants?".)
7. What does the Initial Investment and Authorization Form provide?
The Initial Investment and Authorization Form allows an eligible investor
who is not a shareholder of record to purchase shares of Common Stock by
making an initial cash investment of not less than $250 and not more than
$5,000. Any excess tendered amount will be returned to the sender. The Initial
Investment and Authorization Form contains the required certification as to
backup withholding and requests information as to how such shares are to be
registered.
The Initial Investment and Authorization Form also is used to instruct the
Bank to open a DIRECT RESOURCES account and to indicate how such person wishes
to participate in RESOURCESDIRECT. The Initial Investment and
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Authorization Form appoints the Bank as agent for the participant for the
purchase of shares of Common Stock through the following options:
(a) Full Dividend Reinvestment. If the "Full Dividend Reinvestment" box is
checked, the Bank will apply all of a participant's cash dividends on shares
of Common Stock registered in the participant's name, as well as on all shares
of Common Stock credited to the participant's RESOURCESDIRECT account, to the
purchase of additional shares of Common Stock. Participants electing "Full
Dividend Reinvestment" also may make optional cash purchases at any time.
(b) Partial Dividend Reinvestment. If the "Partial Dividend Reinvestment"
box is checked, the Bank will reinvest dividends only on such number of shares
of Common Stock registered in the participant's name as indicated by the
participant, as well as dividends on all shares of Common Stock credited to
the participant's RESOURCESDIRECT account. The participant will continue to
receive cash dividends on shares of Common Stock registered in the
participant's name for which dividend reinvestment is not indicated.
Participants electing "Partial Dividend Reinvestment" also may make optional
cash purchases at any time.
(c) Optional Cash Purchases. If the "Optional Cash Purchases" box is
checked, the Bank will apply any optional payments of cash received toward the
purchase of additional shares of Common Stock. Shares purchased with optional
payments of cash will be held in the participant's RESOURCESDIRECT account
unless directed otherwise, and dividends paid on such shares will be fully
reinvested. Cash dividends on shares of Common Stock registered in the
participant's name other than in the participant's RESOURCESDIRECT account
will be paid to the participant in the usual manner.
IF A PARTICIPANT SIGNS BUT DOES NOT CHECK ANY BOX ON THE INITIAL INVESTMENT
AND AUTHORIZATION FORM, THEN FULL DIVIDEND REINVESTMENT WILL BE ASSUMED.
8. Method of Investment.
(a) Check or Money Order. Initial investments and optional cash purchases
may be made by check or money order, payable in United States dollars, to
"Wachovia Bank of North Carolina, N.A."
(b) Automatic Investment from Designated Bank Account. A participant may
authorize an automatic bank debit through an Automated Clearing House (ACH)
withdrawal from a designated United States bank account, by completing the
appropriate section of the Initial Investment and Authorization Form.
9. May a participant change an investment option?
A participant may change an investment option at any time by completing and
signing an Authorization to Modify Participation Form (located on the back
side of the participant's statement of account) or a Change of Authorization
Form and returning it to the Bank or, if a participant's shares of Common
Stock are held of record by a broker or bank nominee, by making appropriate
arrangements with such broker or bank nominee to instruct the Bank of such
change. A Change of Authorization Form may be obtained at any time by
telephoning the Bank at the toll free telephone number listed below in
Question 10.
ADMINISTRATION
10. Who administers RESOURCESDIRECT for participants?
Wachovia Bank of North Carolina, N.A. (previously defined as the "Bank")
acts as designated agent for each participant and has been designated by the
Company as its agent to administer RESOURCESDIRECT for
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participants, purchase and hold shares of Common Stock acquired through
RESOURCESDIRECT, maintain records, send regular statements of account to
participants and perform other duties relating to RESOURCESDIRECT. Shares of
Common Stock purchased through RESOURCESDIRECT will be held for safekeeping by
the Bank, as agents for participants, and will be registered in the name of
the Bank or its nominee as the participant's agent, until such time as the
participant terminates participation in RESOURCESDIRECT (see Question 27, "How
does a participant terminate participation in RESOURCESDIRECT?") or the Bank
receives a participant's written request for a certificate for all or part of
the participant's shares (see Question 23, "Will certificates be issued for
shares of Common Stock purchased through RESOURCESDIRECT?"). The Bank also
serves as Transfer Agent for the Common Stock of the Company.
All communications regarding participation in RESOURCESDIRECT should be
directed to the Bank. Participants may contact the Bank by writing to:
Wachovia Shareholder Services
P.O. Box 8218
Boston, Massachusetts 02266-8218
or by telephoning the Bank toll free at (800) 633-4236. Customer service
representatives are available to speak with participants Monday through
Friday, except for Bank holidays, between the hours of 9:00 A.M. and
5:00 P.M., Eastern Time. (Please note that the toll free telephone number for
enrollment forms is listed above at Question 6, "How does an eligible person
obtain a Prospectus and Initial Investment and Authorization Form?".)
Please mention AGL Resources Inc. in all correspondence and provide your
account number and/or social security number.
The Company reserves the right to make such additional or other arrangements
for the administration of RESOURCESDIRECT as it deems appropriate.
RELEVANT RESOURCESDIRECT DATES
11. When are shares purchased for initial investments and optional cash
purchases?
Shares are purchased for initial cash investments and optional cash
purchases twice each month as follows: (i) on the next Dividend Payment Date
(as hereinafter defined) following receipt of payment or, in months in which
no dividend is paid, on the 1st day of such month and (ii) the 15th day of
each month (each of these dates individually is referred to as an "Investment
Date"). In the event that the Common Stock is not traded on a day that
otherwise would be an Investment Date, the Investment Date will be the next
succeeding trading day.
Initial cash payments and optional cash payments (whether made by check,
money order or automatic bank draft) must be received by the Bank at least
five (5) business days prior to the related Investment Date in order to be
invested on the Investment Date. Initial cash payments or optional cash
purchases received by the Bank less than five (5) business days before the
related Investment Date will be held until the following Investment Date. NO
INTEREST IS PAID ON INITIAL CASH INVESTMENTS OR OPTIONAL CASH PURCHASES
PENDING INVESTMENT. IT THEREFORE IS SUGGESTED THAT ANY PAYMENT BE SENT SO AS
TO REACH THE BANK AS CLOSE AS POSSIBLE TO THE 5TH BUSINESS DAY PRIOR TO THE
RELATED INVESTMENT DATE.
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12. When are dividends reinvested?
In the past, the payable date for cash dividends on Common Stock has been on
or about March 1, June 1, September 1 and December 1 (individually, the
"Dividend Payment Date") and the record dates for such dividends have been the
Friday immediately preceding February 20, May 20, August 20 and November 20.
If a participant elects to reinvest cash dividends and has instructed the Bank
accordingly by submitting a properly completed Initial Investment and
Authorization Form, those instructions will take effect beginning with the
Dividend Payment Date following the first dividend record date that occurs
after the completed Initial Investment and Authorization Form is received by
the Bank; provided, that the Initial Investment and Authorization Form must be
received by the Bank prior to the 5th business day preceding the related
dividend record date.
INVESTMENT OPTIONS AND INSTRUCTIONS
13. How are optional cash purchases made?
Optional cash purchases are available to all participants who are
shareholders of record of Common Stock. Optional cash purchases are not
available to beneficial owners of shares of Common Stock who participate in
RESOURCESDIRECT through brokers or bank nominees. However, if such beneficial
owners become shareholders of record by having one or more of their shares
transferred into their name, they will be entitled to enroll the directly
owned shares in RESOURCESDIRECT and make optional cash purchases through
RESOURCESDIRECT.
A participant may make any number of optional cash purchases and in any
amount, but such purchases must be for a minimum of $25 and up to a maximum of
$5,000 per month. If a participant sends a cash payment of less than $25, the
payment will be returned to the participant by the Bank. If a participant's
payments for Optional Cash Purchases aggregate more than $5,000 in any month,
the amount in excess will be returned to the participant by the Bank.
Optional cash purchases will be invested twice each month on an Investment
Date. A shareholder may participate in RESOURCESDIRECT through the investment
of optional cash purchases without reinvesting cash dividends by checking the
"Optional Cash Purchases" box on the Initial Investment and Authorization
Form. However, even if the "Optional Cash Purchases" box is checked, all
dividends payable on shares purchased with optional cash payments and retained
in the participant's RESOURCESDIRECT account will be reinvested automatically
in additional shares of Common Stock.
14. How does dividend reinvestment work?
If a participant has elected to reinvest cash dividends with respect to all
or a portion of shares of Common Stock held by such person, the Company will
send those dividends to the Bank and the Bank then will invest the cash
dividend in shares of Common Stock for the participant's account.
15. May a participant reinvest dividends on fewer than all certificated shares
of Common Stock?
A participant may elect partial reinvestment of cash dividends paid with
respect to certificated shares of Common Stock by designating such election on
the Initial Investment and Authorization Form. That portion of a cash dividend
not designated for reinvestment will be sent to the participant in the usual
manner or deposited directly into a participant's account.
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Partial reinvestment is available only with respect to dividends paid on
certificated shares of Common Stock. All cash dividends paid with respect to
shares of Common Stock held by the Bank or its nominee for the account of a
participant in RESOURCESDIRECT, including shares deposited with the Bank for
safekeeping, are automatically reinvested in additional shares of Common Stock
of the Company.
PURCHASES
16. How many shares of Common Stock will be purchased?
The number of shares to be purchased through RESOURCESDIRECT will depend on
the dollar amount of dividends being reinvested, the amount of any initial or
optional cash payments and the per share price of Common Stock on the
Investment Date. Each participant's account will be credited with that number
of shares, including fractions computed to four (4) decimal places, equal to
the total amount to be reinvested, divided by the purchase price per share.
THERE IS NO PROVISION IN RESOURCESDIRECT FOR PARTICIPANTS TO PURCHASE A
SPECIFIC NUMBER OF SHARES.
17. What will be the price of shares of Common Stock purchased through
RESOURCESDIRECT?
The price of shares purchased for the account of a participant in
RESOURCESDIRECT on a particular Investment Date will be the closing price of
such shares on that particular Investment Date (or the next succeeding day on
which such closing price is reported in the event the Common Stock is not
traded on such date), as published in the Eastern Edition of The Wall Street
Journal report on the New York Stock Exchange Composite Transactions or by any
securities exchange on which the Company's shares may be listed on such
Investment Date.
18. What is the source of shares purchased under RESOURCESDIRECT?
It is anticipated that all of the RESOURCESDIRECT shares will be issued out
of the authorized but unissued shares of the Company's Common Stock.
RESOURCESDIRECT, however, does provide the Company the flexibility of
purchasing shares of Common Stock of the Company on the open market.
COSTS
19. Are there any out-of-pocket expenses of participation in connection with
purchases through RESOURCESDIRECT?
There will be no brokerage commissions or service charges to participants
for purchases through RESOURCESDIRECT. All costs of administration of
RESOURCESDIRECT are to be paid by the Company. See Question 27, "How does a
participant terminate participation in RESOURCESDIRECT?" and Question 28,
"May a portion of a participant's RESOURCESDIRECT shares be sold?" for a
discussion of payment by participants of brokerage costs and transfer taxes
associated with the termination of participation and sale of shares through
RESOURCESDIRECT. In addition, see Question 33, "What are the federal income
tax consequences of participation in RESOURCESDIRECT?" for a discussion of the
tax consequences to participants.
REPORTS TO PARTICIPANTS
20. What kind of reports will be sent to participants in RESOURCESDIRECT?
Each time there is activity in a participant's RESOURCESDIRECT account, the
participant will receive a statement reflecting the amount invested; the
amount of dividends received; the purchase or sale price of shares;
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the number of shares purchased, deposited, sold or transferred or withdrawn;
the total shares accumulated; and other investment activity for the current
calendar year to date. Participants should ensure that the Bank is promptly
notified of any address change.
Each statement contains a form which can be used to deposit shares for
safekeeping, make optional cash payments or withdraw shares from
RESOURCESDIRECT. Statements will be mailed as soon as practicable after each
transaction. These statements are a participant's continuing record of the
cost basis of shares purchased through RESOURCESDIRECT and should be retained
for income tax purposes.
In addition, each participant will receive the most recent Prospectus
constituting RESOURCESDIRECT and thereafter, as a shareholder, will receive
copies of the same communications sent to every other holder of shares of
Common Stock, including the Company's Annual Report to Shareholders, Notice of
Annual Meeting and Proxy Statement, a proxy card, and annual income tax
information for reporting distributions (including dividends) paid by the
Company. See Question 33, "What are the federal income tax consequences of
participation in RESOURCESDIRECT?".
All participant notices, statements and reports from the Bank will be
addressed to the participant at the latest address on record with the Bank.
Participants should promptly notify the Bank in writing of any change of
address.
GIFTS AND TRANSFERS OF SHARES WITHIN RESOURCESDIRECT
21. May a participant transfer shares within RESOURCESDIRECT?
If a participant wishes to transfer the ownership of all or part of the
participant's shares held through RESOURCESDIRECT to another person, whether
by gift, private sale, or otherwise, the participant may effect such transfer
by mailing a properly completed Gift/Transfer Form to the Bank. Requests for
transfers are subject to the same requirements that are applicable to the
transfer of Common Stock certificates, including the requirement of a
Medallion Level Signature Guarantee of any endorsing signature. Gift/Transfer
Forms are available upon request from the Bank by telephoning the Bank at the
toll free telephone number listed above in Question 10. Transfers of less than
all of the participant's shares must made in whole share amounts. No
fractional shares may be transferred unless the participant's entire account
is transferred.
Shares so transferred will continue to be held by the Bank under
RESOURCESDIRECT. If the transferee is not already a participant, a
RESOURCESDIRECT account will be opened in the name of the transferee and the
transferee automatically will be enrolled in RESOURCESDIRECT. If the
transferee is not already a registered shareholder or a Plan participant, the
participant-donor may make a dividend reinvestment election for the transferee
at the time of the gift. The transferee may change the reinvestment level
after the gift has been made as described in Question 9, "May a participant
change an investment option?".
Both transferor and the transferee will receive a statement after the next
Investment Date on which a transaction occurs reflecting the number of shares
transferred.
SAFEKEEPING
22. May a participant deposit certificates for safekeeping under
RESOURCESDIRECT?
A participant may elect to have share certificates that are registered in
the participant's name held for safekeeping by the Bank as a means to help
protect against loss, theft or destruction of share certificates. Shares
11
so deposited will be transferred into non-certificated form in the name of the
Bank or its nominee and credited to the participant's RESOURCESDIRECT account.
Thereafter, such shares will be treated in the same manner as shares purchased
through RESOURCESDIRECT.
The participant who wishes to take advantage of this safekeeping option
should send the share certificates to the Bank at the address set forth in
Question 10, "Who administers RESOURCESDIRECT for participants?". Common Stock
certificates should be sent to the Bank by registered or certified mail,
return receipt requested, or by some other means to assure their arrival,
accompanied by a completed and signed Authorization to Modify Participation
Form (located on the back side of the participant's statement of account) or
Initial Investment and Authorization Form specifying (i) that the Common Stock
is being deposited for safekeeping and (ii) if applicable, instructions
regarding optional cash purchases and/or dividend reinvestment. The
certificates are the responsibility of the participant until received by the
Bank. The Bank will confirm the receipt of any such share certificates
deposited for safekeeping.
CERTIFICATES FOR SHARES
23. Will certificates be issued for shares of Common Stock purchased through
RESOURCESDIRECT?
Unless requested by a participant, certificates for shares of Common Stock
purchased through RESOURCESDIRECT will not be issued. The number of shares
credited to a participant's RESOURCESDIRECT account will be shown on the
participant's statement of account. This service protects against loss, theft
or destruction of share certificates.
Certificates for any number of whole shares credited to a participant's
account under RESOURCESDIRECT will be issued upon the written request of a
participant. This request should be mailed to the address set forth in
Question 10, "Who administers RESOURCESDIRECT for participants?". The
remaining whole shares and fraction of shares, if any, will continue to be
credited to the participant's account.
Certificates for fractions of shares will not be issued under any
circumstances.
A request for issuance of share certificates, including issuance of all of
the shares in a participant's account, will not constitute a termination of
participation in RESOURCESDIRECT by the participant. Termination may be
effected only through the delivery to the Bank of a notice of termination as
outlined in Question 27, "How does a participant terminate participation in
RESOURCESDIRECT?".
Shares held by the Bank for the account of a participant may not be pledged.
A participant who wishes to pledge such shares must request that a certificate
for such shares be issued in the participant's name.
24. In whose name will certificates be issued?
A participant's account under RESOURCESDIRECT will be maintained in the name
in which the participant's shares of Common Stock were registered at the time
the participant enrolled in RESOURCESDIRECT. Consequently, if and when
certificates for shares held under RESOURCESDIRECT are issued, such
certificates will be issued only in that name.
VOTING OF SHARES
25. How will a participant's shares be voted at meetings of shareholders?
All shares credited to a participant's account under RESOURCESDIRECT will be
voted as the participant directs. A participant will be sent the proxy
material being sent to all holders of Common Stock for that meeting. The
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proxy card sent to a participant will cover all shares of Common Stock held by
the participant, including shares registered in the participant's own name and
shares held by the Bank for the participant's account under RESOURCESDIRECT.
In the case of a beneficial owner of shares of Common Stock who participates
in RESOURCESDIRECT through a broker or bank nominee, such beneficial owner
must make appropriate arrangements with such broker or bank nominee to ensure
exercise by such owner of the right to vote such shares.
If such participant timely returns a properly completed proxy and it is not
revoked, it will be voted in the manner specified thereon with respect to all
shares covered by the proxy, including shares registered in the participant's
name and shares held by the Bank for the participant's account under
RESOURCESDIRECT.
If the proxy is properly executed and timely returned but without
instructions for voting, all of the participant's shares will be voted in
accordance with the recommendations of the Company's management. If the proxy
is not returned, or if it is returned unexecuted or improperly executed, the
participant's shares will be voted only if the participant votes in person at
the meeting.
Any participant who executes and delivers a proxy card may revoke it at any
time prior to its use by giving written notice to the Corporate Secretary of
the Company at the following address: Office of Corporate Secretary, AGL
Resources Inc., P.O. Box 4569, Atlanta, Georgia 30302, or by executing and
delivering to the Corporate Secretary a duly executed proxy card bearing a
later date, or by appearing at the meeting and voting in person.
STOCK SPLITS AND STOCK DIVIDENDS
26. What happens if the Company issues a stock dividend or declares a stock
split?
Any stock dividends or stock splits distributed by the Company on the shares
purchased for and credited to the account of a participant through
RESOURCESDIRECT will be added (including fractional shares) to the
participant's account. Stock dividends or stock splits distributed on shares
registered in a participant's name and held in certificated form will be
mailed directly to such participant in the same manner as to shareholders who
are not participating in RESOURCESDIRECT.
In the event of a stock dividend or stock split, all cash dividends paid
with respect to shares held by the Bank or its nominee will continue to be
reinvested. All cash dividends on shares held directly by the participant (or
the participant's nominee) will continue to be reinvested following such stock
dividend or stock split in the same proportion as were the cash dividends on
shares of Common Stock held by the participant (or the participant's nominee)
immediately prior to the stock dividend or stock split.
TERMINATION OF PARTICIPATION
27. How does a participant terminate participation in RESOURCESDIRECT?
A participant may terminate participation in RESOURCESDIRECT at any time by
making written notification to the Bank. Such notice should be sent to the
address set forth in Question 10, "Who administers RESOURCESDIRECT for
participants?". A participant's notice of termination takes effect when such
written notice is received by the Bank; provided, however, if the notice of
termination is received on or after the 5th business day preceding the record
date for a Dividend Payment Date, the dividend will be reinvested for that
participant's account. The account then will be terminated and all subsequent
dividends will be paid to the participant. When a participant terminates
participation in RESOURCESDIRECT, or upon termination of RESOURCESDIRECT by
the Company, certificates for whole shares credited to a participant's account
under RESOURCESDIRECT will be issued
13
to the participant and a cash payment will be made for any fractional share.
However, in the participant's notice of termination of participation in
RESOURCESDIRECT, the participant may, if the participant desires, direct that
all of the shares credited to the participant's account in RESOURCESDIRECT,
whether whole or fractional, be sold. Such sales will be made at market and
will be made through an independent brokerage organization. Any brokerage fees
and transfer taxes in connection with effecting such sales will be paid by the
withdrawing participant. The proceeds of the sale, net of such expenses, will
be sent to the participant.
Without terminating participation in RESOURCESDIRECT, a participant may
discontinue the reinvestment of dividends on shares owned and held outside
RESOURCESDIRECT by notifying the Bank in writing. Notices received by the Bank
prior to the 5th business day preceding a dividend record date will be
effective to discontinue dividend reinvestment as of the related dividend
payment date. Dividends on such shares held by the participant outside
RESOURCESDIRECT will be paid to the participant by check. Dividends on shares
held in a participant's RESOURCESDIRECT account will continue to be reinvested
(i) until termination of participation in RESOURCESDIRECT by a participant;
(ii) until a participant requests that all or a portion of such shares be
sold; or (iii) until a participant requests that certificates be issued for
all or a portion of such shares.
SALES OF RESOURCESDIRECT SHARES
28. May a portion of a participant's RESOURCESDIRECT shares be sold?
Within 10 business days after receipt of written instructions from a
participant, the Bank will sell at market through an independent brokerage
organization any portion or all of a participant's shares held by the Bank
under RESOURCESDIRECT. As soon thereafter as is practicable following the
sale, the Bank will forward to the participant a check representing the
proceeds from the sale of the shares, net of brokerage fees and transfer taxes
incurred in connection with effecting such sale. The brokerage fees generally
are negotiated for each sale and vary depending on the number of shares sold.
OTHER INFORMATION
29. What is the responsibility of the Company or the Bank under
RESOURCESDIRECT?
The Company or the Bank in administering RESOURCESDIRECT will not be liable
for any act done in good faith or as required by applicable securities laws or
for any omission to act in good faith, including without limitation, any claim
of liability arising out of failure to terminate a participant's account upon
such participant's death or adjudicated incompetency prior to the receipt of
notice in writing of such death or adjudicated incompetency.
THE PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE BANK CAN
ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A
PARTICIPANT UNDER RESOURCESDIRECT.
30. May RESOURCESDIRECT be amended or terminated?
RESOURCESDIRECT was originally established with respect to the quarterly
dividend paid on March 1, 1981 and has been amended on January 22, 1982, May
27, 1983, February 25, 1988, March 28, 1994, and May 3, 1996. The Company
reserves the right to suspend, modify or terminate RESOURCESDIRECT at any
time. Notice of such suspension, modification or termination will be sent to
all participants.
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31. What happens if a participant in RESOURCESDIRECT dies or becomes legally
incapacitated?
Upon receipt by the Bank of a notice of death or adjudicated incompetency of
a participant, no further purchases of shares of Common Stock will be made for
the account of such participant. The shares and cash held by RESOURCESDIRECT
for the participant will be delivered to the appropriate person upon receipt
of evidence satisfactory to the Bank of the appointment of a legal
representative and instructions from the representative regarding delivery.
TAX CONSEQUENCES OF PARTICIPATION IN RESOURCESDIRECT
32. Is the Company required under federal tax laws to withhold any amount of
dividends that would otherwise be reinvested under RESOURCESDIRECT?
In general, the Company is required under (S)3406 of the Internal Revenue
Code of 1986, as amended (the "Code"), to withhold 31% of the amount of
dividends paid on the Common Stock of any participant who has (i) failed to
furnish a valid taxpayer identification number; (ii) failed to report properly
interest or dividends; or (iii) failed, when required, to certify that said
participant is not subject to such withholding.
Regardless of participation in RESOURCESDIRECT, any participant who first
acquired stock in the Company after December 31, 1983, must certify under
penalty of perjury that said participant is not subject to withholding under
Code (S)3406 or the Company will be required to withhold 31% of dividends paid
to said participant. The acquisition after December 31, 1983, of additional
shares of stock in the Company by a participant who was a Company shareholder
prior to January 1, 1984, whether through RESOURCESDIRECT or otherwise, should
not trigger the certification requirement. Any foreign participant will be
subject to withholding at rates up to 30% of the amount of dividends paid on
the Common Stock unless such foreign participant has furnished the Bank with
appropriate verification that such participant is not subject to United States
withholding.
Should withholding be required as to any dividends to be reinvested under
RESOURCESDIRECT, the Bank will notify the participant of such requirement when
withholding begins. The amounts withheld will be deducted from the amount of
the dividend and only the remaining amount will be invested.
33. What are the federal income tax consequences of participation in
RESOURCESDIRECT?
In general, participants in RESOURCESDIRECT have the same federal income tax
obligations with respect to their dividends as do shareholders who do not
participate in RESOURCESDIRECT. Cash dividends reinvested by a participant
under RESOURCESDIRECT will be treated for federal income tax purposes as
having been received in cash even though the participant directs that they be
used to purchase additional shares under RESOURCESDIRECT and does not receive
them in cash. Accordingly, the amount of any dividend reinvested through
RESOURCESDIRECT must be included in the participant's gross income in the year
the dividend would have been paid to the participant had the participant not
elected to participate in RESOURCESDIRECT. (Participants who joined
RESOURCESDIRECT prior to January 1, 1986, should be aware that the federal tax
law providing for the exclusion from income of certain dividends paid by
qualified public utilities terminated as of December 31, 1985.) In addition,
the tax basis of shares acquired under RESOURCESDIRECT will be equal to their
purchase price under RESOURCESDIRECT.
Just as with any corporate distribution, however, any amount reinvested that
is not a dividend for federal income tax purposes because it is not paid out
of current or accumulated earnings and profits of the Company
15
will be considered a return of capital and will not be required to be included
in gross income but will be subtracted from the participant's basis in the
shares on which the distribution is paid. Any such amount paid and reinvested
after the participant's basis in such shares reaches zero (0) will be
considered capital gain and will be taxed as such. Participants should be
advised, however, that the Company does not anticipate declaring any dividend
other than from its current or accumulated earnings and profits.
To assist participants in preparing their income tax returns, the Bank is
required to inform each participant of the amount of distributions (including
dividends) made by the Company and credited to the participant's account for
reinvestment under RESOURCESDIRECT, as well as the portion of that amount that
should be treated as capital gain. The Bank will provide this information for
each calendar year by mailing or otherwise furnishing Form 1099-DIV to each
participant on or before January 31 of the following year.
The federal income tax treatment of any transaction involving shares
acquired under RESOURCESDIRECT such as a sale or exchange, redemption, stock
(or other property) distribution or stock split, generally is the same as the
tax treatment of similar transactions involving shares purchased with cash and
not acquired under RESOURCESDIRECT. For any transaction involving the sale of
shares credited to a participant's account, the Bank will provide the
participant with a Form 1099-B setting forth information provided to the
Internal Revenue Service with respect to the transaction. For purposes of
determining whether capital gains (if any) from the disposition of shares
acquired under RESOURCESDIRECT qualify for long-term capital gains treatment,
the holding period of the shares begins the day after the date on which the
shares are purchased for a participant's account under RESOURCESDIRECT, as
reflected on the participant's statement of account.
Participants will not realize any taxable income when they receive
certificates for shares held in their accounts under RESOURCESDIRECT, whether
upon withdrawal from RESOURCESDIRECT or otherwise. However, participants
should note that upon withdrawal they will receive cash payments for the
fractional shares credited to their accounts and may realize a gain or loss.
The amount of such gain or loss will be the difference between the amount the
participant receives for the fractional shares and the participant's tax basis
for such shares.
It is anticipated that shares purchased under RESOURCESDIRECT will be issued
out of authorized but unissued shares of the Company's Common Stock. However,
if at any time shares should be purchased on the open market, each participant
will be required to include in gross income such participant's pro rata share
of any brokerage fees paid by the Company in connection with such purchase.
BECAUSE THE FOREGOING DISCUSSION ONLY SUMMARIZES THE GENERAL FEDERAL INCOME
TAX CONSEQUENCES OF PARTICIPATION, PARTICIPANTS SHOULD CONSULT THEIR TAX
ADVISOR FOR SPECIFIC TAX ADVICE REGARDING THE FEDERAL, STATE, LOCAL OR FOREIGN
TAX CONSEQUENCES OF THEIR PARTICIPATION.
16
USE OF PROCEEDS
The proceeds to be received by the Company from sales of shares of Common
Stock through RESOURCESDIRECT will be used for general corporate purposes. The
Company has no basis for estimating either the number of shares of Common
Stock that ultimately will be sold pursuant to RESOURCESDIRECT or the prices
at which such shares will be sold.
LEGAL MATTERS
Certain legal matters related to the Common Stock offered hereby will be
passed upon for the Company by Melanie M. Platt, Esq., Vice President and
Corporate Secretary for the Company. Ms. Platt owns shares of Common Stock of
the Company, both directly and as a participant in various employee benefit
plans and RESOURCESDIRECT.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, appearing in and
incorporated by reference in such Form 10-K which is incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm, given upon their authority as experts in accounting and auditing.
17
TABLE OF CONTENTS
PAGE
----
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
The Company................................................................ 3
RESOURCESDIRECT............................................................ 3
Purpose................................................................... 4
Advantages................................................................ 4
Disadvantages............................................................. 5
Participation in RESOURCESDIRECT.......................................... 5
Administration............................................................ 7
Relevant RESOURCESDIRECT Dates............................................ 8
Investment Options and Instructions....................................... 9
Purchases................................................................. 10
Costs..................................................................... 10
Reports to Participants................................................... 10
Gifts and Transfers of Shares within RESOURCESDIRECT...................... 11
Safekeeping............................................................... 11
Certificates for Shares................................................... 12
Voting of Shares.......................................................... 12
Stock Splits and Stock Dividends.......................................... 13
Termination of Participation.............................................. 13
Sales of RESOURCESDIRECT Shares........................................... 14
Other Information......................................................... 14
Tax Consequences of Participation in RESOURCESDIRECT...................... 15
Use of Proceeds............................................................ 17
Legal Matters.............................................................. 17
Experts.................................................................... 17
[LOGO OF RESOURCESDIRECT APPEARS HERE]
COMMON STOCK
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PROSPECTUS
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APRIL 1, 1997
[LOGO OF AGL RESOURCES INC. APPEARS HERE]