As filed with the Securities and Exchange Commission on May 9, 2001
Registration No. 333-60248
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AGL RESOURCES INC. AGL CAPITAL CORPORATION
AGL CAPITAL TRUST II
(Exact name of registrant as specified in its charter)
Georgia Nevada Delaware
(State of Incorporation)
58-2210952 88-80472393 Applied for
(I.R.S. Employer Identification Number)
817 West Peachtree Street, N.W., Atlanta, Georgia 30308
(404) 584-9470
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Richard T. O'Brien Paul R. Shlanta
Senior Vice President and President
Chief Financial Officer AGL Capital Corporation
AGL Resources Inc. 817 West Peachtree Street, N.W.
817 West Peachtree Street, N.W. Atlanta, Georgia 30308
Atlanta, Georgia 30308 (404) 584-9470
(404) 584-9470
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
William L. Floyd, Esq. Jeremiah L. Thomas, Esq.
Long Aldridge & Norman LLP Simpson Thacher & Bartlett
303 Peachtree Street, Suite 5300 425 Lexington Avenue
Atlanta, Georgia 30308 New York, New York 10017
(404) 527-4000 (212) 455-2000
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _________
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 17. Undertakings.
(a) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrants hereby undertake 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 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Acceleration of Effectiveness. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrants pursuant to the
provisions described under Item 15 above, or otherwise, the registrants have
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, such registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(c) Rule 430A Prospectus. The undersigned registrants hereby undertake
that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AGL Resources
Inc., one of the registrants, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment Number 1 to the Registration Statement on Form S-3
(SEC File No. 333-60248) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on May 9,
2001.
AGL RESOURCES INC.
By: /s/ Paula G. Rosput
----------------------------------
Paula G. Rosput
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
Number 1 to the Registration Statement on Form S-3 (SEC File No. 333-60248) has
been signed by the following persons in the capacities indicated on May 9, 2001.
Signature Title
--------- -----
/s/ Paula G. Rosput President and Chief Executive Officer
----------------------------------- (Principal Executive Officer) and
Paula G. Rosput Director
/s/ Elizabeth J. White Vice President and Controller
----------------------------------- (Principal Financial and Accounting
Elizabeth J. White Officer)
* Chairman
-----------------------------------
D. Raymond Riddle
* Director
-----------------------------------
Frank Barron, Jr.
* Director
-----------------------------------
Otis A. Brumby, Jr.
* Director
-----------------------------------
Robert S. Jepson, Jr.
* Director
-----------------------------------
Wyck A. Knox, Jr.
* Director
------------------------------------
Dennis M. Love
* Director
------------------------------------
Felker W. Ward, Jr.
*By: /s/ Paul R. Shlanta
------------------------------------
Paul R. Shlanta
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AGL Capital
Corporation, one of the registrants, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment Number 1 to the Registration Statement on Form S-3
(SEC File No. 333-60248) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on May 9,
2001.
AGL CAPITAL CORPORATION
By: /s/ Paul R. Shlanta
-----------------------------------
Paul R. Shlanta
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
Number 1 to the Registration Statement on Form S-3 (SEC File No. 333-60248) has
been signed by the following persons in the capacities indicated on May 9, 2001.
Signature Title
--------- -----
/s/ Paul R. Shlanta President and Director
----------------------------------- (Principal Executive Officer)
Paul R. Shlanta
/s/ Thomas L. Gleason Vice President
----------------------------------- (Principal Financial and
Thomas L. Gleason Accounting Officer)
* Director
-----------------------------------
Gwen Martini
* Director
-----------------------------------
Robert W. Grier
*By: /s/ Paul R. Shlanta
------------------------------
Paul R. Shlanta
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AGL Capital
Trust II, one of the registrants, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment Number 1 to the Registration Statement on Form S-3
(SEC File No. 333-60248) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on May 9,
2001.
AGL CAPITAL TRUST II
By: /s/ Paul R. Shlanta
-----------------------------------
Paul R. Shlanta, Trustee
EXHIBIT INDEX
Exhibit
Number
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**1 Form of Underwriting Agreement
*4.1 Form of Junior Subordinated Debentures (included as an exhibit to Exhibit 4.2)
*4.2 Form of Indenture among AGL Resources Inc., AGL Capital Corporation and The Bank of New York, as
Trustee
*4.3 Form of Trust Preferred Securities Guarantee Agreement
*4.4 Certificate of Trust of the Trust dated as of March 20, 2001
*4.5 Trust Agreement of the Trust dated as of March 20, 2001
*4.6 Form of Amended and Restated Trust Agreement
*4.7 Form of Common Security Certificate (included as an exhibit to Exhibit 4.6)
*4.8 Form of Trust Preferred Security Certificate (included as an exhibit to Exhibit 4.6)
*4.9 Form of Agreement as to Expenses and Liabilities
*5.1 Opinion of Long Aldridge & Norman LLP
*5.2 Opinion of Marshall Hill Cassas & de Lipkau
*5.3 Opinion of Richards, Layton & Finger, P.A.
*8.1 Opinion of Long Aldridge & Norman LLP as to material federal income tax matters
*12 Computation of Ratios of Earnings to Fixed Charges
23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Long Aldridge & Norman LLP (included in Exhibit 5.1)
*23.3 Consent of Marshall Hill Cassas & de Lipkau (included in Exhibit 5.2)
*23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3)
*24 Power of Attorney
*25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
Preferred Securities Guarantee Agreement
*25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture
*25.3 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under Amended and
Restated Trust Agreement
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* Previously Filed.
** To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein.