S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1995 REGISTRATION NO. 33- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- ATLANTA GAS LIGHT COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) GEORGIA 58-0145925 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 303 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30308 (404) 584-4000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- DAVID R. JONES ROBERT L. GOOCHER ALBERT G. NORMAN, JR. PRESIDENT EXECUTIVE VICE PRESIDENT LONG, ALDRIDGE & NORMAN ATLANTA GAS LIGHT COMPANY ATLANTA GAS LIGHT COMPANY 303 PEACHTREE STREET, 303 PEACHTREE STREET, 303 PEACHTREE STREET, N.E. N.E. N.E. ATLANTA, GEORGIA 30308 ATLANTA, GEORGIA 30308 ATLANTA, GEORGIA 30308 (404) 527-4070 (404) 584-4000 (404) 584-4000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE) ---------------- COPY TO: DAVID P. FALCK WINTHROP, STIMSON, PUTNAM & ROBERTS ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004-1490 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. ---------------- 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. [_] ---------------- CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TITLE OF SHARES TO BE OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED(1) PER UNIT (2) PRICE(2) FEE --------------------------------------------------------------------------------- Common Stock, par value $5 per share.......... 1,495,000 shares $34.125 $51,016,875 $17,592
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (1) Includes 195,000 shares issuable upon the exercise of the Underwriters' option to purchase shares solely to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee and calculated pursuant to Rule 457(c) on the basis of the average of the high and low prices of the Company's Common Stock as reported in the consolidated reporting system on May 18, 1995. ---------------- 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. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MAY 23, 1995 PROSPECTUS 1,300,000 SHARES ATLANTA GAS LIGHT COMPANY COMMON STOCK [LOGO OF ATLANTA GAS LIGHT COMPANY APPEARS HERE] ------------ Atlanta Gas Light Company (the "Company") is offering hereby 1,300,000 shares (the "Shares") of its common stock, par value $5 per share (the "Common Stock"). The Common Stock is traded on the New York Stock Exchange under the symbol "ATG." On May 19, 1995, the last reported sale price of the Common Stock on the New York Stock Exchange was $33 7/8 per share. ------------ 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. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO PUBLIC DISCOUNT (1) COMPANY(2) -------------------------------------------------------------------------------- Per Share.................................... $ $ $ -------------------------------------------------------------------------------- Total(3)..................................... $ $ $
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (1) The Company has agreed to indemnify the several Underwriters against certain civil liabilities under the Securities Act of 1933, as amended. See "Underwriting." (2) Before deducting expenses payable by the Company estimated at $114,142. (3) The Company has granted the several Underwriters an option to purchase up to an additional 195,000 Shares (the "Option Shares") to cover over- allotments. If all such Option Shares are purchased, the total Price to Public, Underwriting Discount and Proceeds to Company will be $ , $ and $ , respectively. See "Underwriting." ------------ The Shares are offered by the several Underwriters, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the Underwriters and certain other conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of the Shares will be made in New York, New York on or about June , 1995. ------------ MERRILL LYNCH & CO. DEAN WITTER REYNOLDS INC. THE ROBINSON-HUMPHREY COMPANY, INC. ------------ The date of this Prospectus is June , 1995. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION Additional information regarding the Company and the shares of 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 Commission (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 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, 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. Such reports, proxy statements and other information also may be inspected at the offices of the New York Stock Exchange, 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. 1-9905) 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, 1994; and (2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1994 and March 31, 1995. 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, however, 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 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. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE OFFICE OF THE CORPORATE SECRETARY, ATLANTA GAS LIGHT COMPANY, P.O. BOX 4569, ATLANTA, GEORGIA 30302; (404) 584-3794. THE INFORMATION RELATING TO THE COMPANY CONTAINED IN THIS PROSPECTUS DOES NOT PURPORT TO BE COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE INCORPORATED DOCUMENTS. 2 PROSPECTUS SUMMARY The following material is qualified in its entirety by the information ---------------------------------------------------------------------- appearing elsewhere in this Prospectus or in documents incorporated by ---------------------------------------------------------------------- reference in this Prospectus. Unless otherwise indicated, the information in ---------------------------------------------------------------------------- this Prospectus assumes that the Underwriters' over-allotment option will not ----------------------------------------------------------------------------- be exercised. See "Underwriting." ------------------------------- THE OFFERING Company............................. Atlanta Gas Light Company ("AGL") Common Shares Offered............... 1,300,000 shares of Common Stock (par value $5 per share) Common Shares to be Outstanding After Offering..................... 27,074,865 Use of Proceeds..................... To finance the Company's capital expenditure program and for other corporate purposes New York Stock Exchange Listing..... Symbol: ATG Fiscal Year 1995 Price Range (through May 19, 1995)............. $29 1/8 to $33 7/8 Indicated Current Annual Dividend... $2.08 THE COMPANY The Company is a gas distribution utility company which for the twelve months ended March 31, 1995 served an average of approximately 1,334,000 customers in Georgia and Tennessee. The principal service areas include the metropolitan Atlanta and the Athens, Augusta, Brunswick, Macon, Rome, Savannah and Valdosta, Georgia areas and the Chattanooga and Cleveland, Tennessee areas. The composition of operating margin for the twelve months ended March 31, 1995 was 84% firm service customers, 12% interruptible customers and 4% other. The Company, the principal office of which is located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308 (telephone number 404/584-4000), was incorporated on February 16, 1856 by a Special Act of the Georgia General Assembly to engage in the gas utility business. Unless noted specifically or otherwise required by the context, reference to the "Company" includes AGL, its wholly-owned subsidiary Chattanooga Gas Company ("Chattanooga"), and other wholly-owned subsidiaries. 3 SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION (DOLLARS IN MILLIONS EXCEPT FOR PER SHARE AMOUNTS)
TWELVE YEAR ENDED SEPTEMBER 30, MONTHS ENDED -------------------------- MARCH 31, 1995 1994 1993 1992 -------------- -------- -------- -------- STATEMENT OF INCOME DATA: Operating Revenue.................... $1,114.8 $1,199.9 $1,130.3 $ 994.6 Operating Margin(1).................. 478.2 463.1 429.3 404.1 Net Income........................... 25.6(2) 63.2 57.5 55.4 Earnings Applicable to Common Stock.. 21.1(2) 58.7 53.2 54.4 Earnings Per Share of Common Stock... .83(2) 2.34 2.16 2.26 Cash Dividends Paid Per Share of Common Stock........................ 2.08 2.08 2.08 2.06 Average Number of Common Shares Outstanding (Millions).............. 25.4 25.1 24.6 24.1 OPERATING DATA: Gas Sold and Transported (Therms in Millions) Sold................................. 1,837.0 1,906.8 1,868.6 1,794.3 Transported.......................... 673.2 697.4 795.6 901.8 -------- -------- -------- -------- Total.............................. 2,510.2 2,604.2 2,664.2 2,696.1 ======== ======== ======== ======== Total Customers (Average in Thou- sands).............................. 1,334.4 1,315.7 1,280.9 1,248.4
AT MARCH 31, 1995 ------------------------------ ACTUAL AS ADJUSTED(3) -------------- -------------- CAPITAL STRUCTURE: Common Stock Equity............................. $ 539.0 46.8% $ Cumulative Preferred Stock--Redeemable.......... 55.5 4.8 Non-redeemable.................................. 3.0 .3 Long-Term Debt.................................. 554.5 48.1 -------- ----- ------ ------- Total......................................... $1,152.0 100.0% $ 100.0% ======== ===== ====== =======
---------- (1) Operating revenues less cost of gas. (2) Net income, earnings applicable to Common Stock and earnings per share of Common Stock for the twelve months ended March 31, 1995 were reduced by restructuring costs recorded by the Company in the quarters ended December 31, 1994 and March 31, 1995 of $67.5 million or $41.4 million after income taxes ($1.63 per share). See "Business of the Company--Corporate Restructuring." (3) Adjusted to reflect the issuance and sale of 1,300,000 shares of Common Stock for estimated net offering proceeds of $ . 4 PRICE RANGE OF COMMON STOCK AND DIVIDENDS The Company's Common Stock is listed on the New York Stock Exchange under the symbol "ATG." The following table sets forth information on the price range of the Common Stock and dividends paid per share on the Common Stock for the periods indicated. Price information indicates the high and low sale prices of the Common Stock on the New York Stock Exchange.
DIVIDENDS FISCAL PERIOD HIGH LOW PAID PER SHARE ------------- ------ ------ -------------- 1993 First Quarter.................................... 37 7/8 34 1/8 .52 Second Quarter................................... 42 3/8 36 5/8 .52 Third Quarter.................................... 41 7/8 38 .52 Fourth Quarter................................... 41 3/8 37 5/8 .52 1994 First Quarter.................................... 38 7/8 34 5/8 .52 Second Quarter................................... 38 5/8 34 1/8 .52 Third Quarter.................................... 36 1/2 33 5/8 .52 Fourth Quarter................................... 35 1/4 30 3/8 .52 1995 First Quarter.................................... 32 3/4 29 1/8 .52 Second Quarter................................... 34 3/4 29 3/4 .52 Third Quarter (through May 19, 1995)............. 36 5/8 33 7/8 .52*
---------- * On May 5, 1995, the Board of Directors declared a regular quarterly dividend of $.52 per share for the second fiscal quarter of 1995, payable June 1, 1995 to shareholders of record on May 19, 1995. Purchasers of the shares of Common Stock offered hereby will not receive the dividend payable June 1, 1995. On May 19, 1995, the last reported sale price of the Common Stock was $33 7/8 per share. At May 19, 1995, there were approximately 17,400 holders of record of the Company's Common Stock. The Board of Directors of the Company has declared and paid consecutive quarterly cash dividends on the Company's Common Stock since March 1, 1948. The payment of future dividends will be dependent upon earnings, the financial condition of the Company and other factors. USE OF PROCEEDS The net proceeds to be received by the Company from the sale of the shares of Common Stock will be used to finance the Company's capital expenditure program and for other corporate purposes. Any proceeds not immediately so applied will be invested temporarily, pending such application, in United States government or agency obligations, commercial paper, bank certificates of deposit or repurchase agreements. Capital expenditures for the 1994 fiscal year totaled $122.5 million. The Company's capital expenditures for the three fiscal years ending September 30, 1997 are estimated to aggregate approximately $340 million. It is anticipated that expenditures during this three-year period will be financed by funds generated from operations and additional financings. The type, amount and timing of any such additional future financings will be determined by conditions then existing. 5 BUSINESS OF THE COMPANY GENERAL Atlanta Gas Light Company (including its wholly-owned subsidiary, Chattanooga) is a gas distribution utility company which for the twelve months ended March 31, 1995 served an average of approximately 1,334,000 customers in Georgia and Tennessee. The Company provides natural gas service in 229 cities and surrounding areas in Georgia and in the Chattanooga and Cleveland, Tennessee areas. The Company's service area covers approximately 26,528 square miles and has 25,744 miles of gas mains. The Company is the largest gas distribution company in the Southeast. Its principal service areas in Georgia include the metropolitan Atlanta and the Athens, Augusta, Brunswick, Macon, Rome, Savannah and Valdosta areas. The Company also serves more than 15,000 customers in Georgia and Alabama with liquefied petroleum gas. All of the Company's natural gas service area is certificated by and subject to regulation of the Georgia Public Service Commission (the "Georgia Commission") and the Tennessee Public Service Commission (the "Tennessee Commission"). Based on twelve month average calculations, during fiscal 1992, 1993 and 1994 the Company added an average of 29,000, 32,500 and 34,800 customers, respectively, representing an average annual increase of 2.5%. Most of the new customers were in the residential and small commercial service categories. The composition of operating margin for the twelve months ended March 31, 1995 was 84% firm service customers, 12% interruptible customers and 4% other. The Company's historic maximum daily send out is 1.943 billion cubic feet (Bcf), which occurred on January 18, 1994. The mean temperature in the metropolitan Atlanta area that day was 23(degrees) F. The Company's business is highly seasonal and heavily dependent on weather, resulting from the substantial use of gas for heating purposes. The Company has implemented weather normalization adjustment riders, which were approved by the Georgia and Tennessee commissions, and which offset the impact that either unusually cold or unusually warm weather has upon the Company's operating margin, earnings and cash flow. The riders are designed to stabilize the Company's operating margin and earnings at the levels which would occur with normal weather. The Company, the principal office of which is located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308 (telephone number 404/584-4000), was incorporated on February 16, 1856 by a Special Act of the Georgia General Assembly to engage in the gas utility business. Since its incorporation, the Company has been continuously so engaged except for a period (1864-1866) during and after The War Between the States when the Company's plant was destroyed. RECENT DEVELOPMENTS On April 28, 1995, the Company executed a letter of intent with Sonat, Inc. ("Sonat") regarding the purchase of an interest in Sonat Marketing Company, which letter evidenced the mutual intentions of the Company and Sonat to jointly own an entity that will acquire the business of Sonat Marketing Company, a wholly-owned subsidiary of Sonat. The jointly owned entity, in succeeding to the business of Sonat Marketing Company, will continue to engage in the business of offering natural gas sales, transportation, risk management and storage services to natural gas users in key natural gas producing and consuming areas of the United States. The agreement contemplates that the Company will contribute $32 million in cash for a 35% ownership interest in the marketing entity. The Company has certain rights for a period of five years to sell its interest to Sonat under a formula price and has certain rights to sell its interest to Sonat for Fair Market Value, as defined, at any time. The letter of intent is subject to a number of conditions, including the negotiation and execution of a mutually acceptable definitive agreement regarding the transaction and obtaining all required consents and approvals, including governmental approvals, and the expiration of applicable waiting periods. 6 CORPORATE RESTRUCTURING In November 1994, the Company announced a corporate restructuring plan in response to increased competition and the federal and state regulatory environments in which the Company operates. (See "Federal Regulatory Matters-- FERC Order 636" and "State Regulatory Matters--Bypass, Competition and Rate Filings" below.) The restructuring plan provides for a consolidation of the Company's field organization and improvement in efficiency of its business processes. Restructuring will include combining offices and creating centralized call centers and a network of locations where customers can pay their bills throughout the Company's service area. In accordance with the plan's initial objective, the number of employees of the Company has been reduced by more than 600 through attrition and voluntary retirement and severance programs. The Company will implement remaining portions of the plan during the remainder of fiscal 1995. As of March 31, 1995, approximately $67.5 million, or $41.4 million after income taxes, has been recorded in connection with the Company's corporate restructuring plan. As a result of the restructuring, the Company expects considerable reductions in future annual operating expenses. Those reductions should enable the Company to be more competitive in its markets in the future. The Company estimates total costs of the restructuring plan will be in a range of $67.5 million to $70 million or $41.4 million to $43 million after income taxes. Those costs will be offset within three years with lower operating costs. GAS SUPPLY The Company is served directly by four interstate pipelines: Southern Natural Gas Company ("Southern"), South Georgia Natural Gas Company ("South Georgia"), Transcontinental Gas Pipe Line Corporation ("Transco") and East Tennessee Natural Gas Company ("East Tennessee") in combination with Tennessee Gas Pipeline Company ("Tennessee"), the parent company and primary source of gas for East Tennessee. Federal Energy Regulatory Commission ("FERC") Order 636, which mandated the unbundling of interstate pipeline gas sales, transportation and storage services and established certain open access transportation regulations, was implemented on the pipelines that serve the Company in the fall of 1993. (For a discussion of transition costs to the Company associated with the implementation of Order 636, see "Federal Regulatory Matters--FERC Order 636" below.) The unbundling of pipeline sales service requires local distribution companies ("LDCs") such as the Company to contract directly and separately for wellhead gas supply, underground storage and firm transportation services. Unbundling shifts the responsibility and risk of securing a reliable and cost- effective gas services portfolio from the pipelines to LDCs such as the Company. Unbundling also provides LDCs flexibility in selecting and managing the types of services required to provide customers with cost efficiencies. The Company has implemented its gas supply portfolio strategy in response to the FERC's restructuring associated with Order 636. The portfolio includes a combination of wellhead gas supply, firm pipeline transportation, underground storage, and liquefied natural gas ("LNG"). AGL and Chattanooga have firm transportation service and/or underground storage service with Southern, Transco, South Georgia, East Tennessee, Tennessee, ANR Storage Company and CNG Transmission Corporation. To supply their firm transportation and underground storage requirements, AGL and Chattanooga have entered into firm wellhead supply contracts with original terms of from one to ten years. The Company also purchases spot market gas as needed during the year. In addition, four Company- owned LNG facilities are maintained to meet demand for natural gas on the coldest days of the winter months. Implementation of the Company's purchasing strategy has proceeded with no major operational difficulties. The purchasing practices of AGL are subject to review under legislation enacted in Georgia in 1994 which provides for annual review and approval by the Georgia Commission of AGL's gas services portfolio ("Gas Supply Plan") on a prospective basis. On September 15, 1994, the Georgia Commission 7 approved AGL's Gas Supply Plan for fiscal year 1995, which includes recovery of Order 636 transition costs discussed below that are currently being collected by the pipelines. FEDERAL REGULATORY MATTERS--FERC ORDER 636 In Order 636, FERC acknowledged that, absent creation of certain recovery mechanisms, certain costs that were previously recovered in the pipelines' bundled sales services no longer could be recovered by the pipelines in a restructured environment. Those costs, referred to as transition costs, include such things as unrecovered gas costs, gas supply realignment costs and various stranded costs resulting from unbundling. Order 636 therefore includes a recovery mechanism that allows the pipeline companies to pass through to their customers any prudently incurred transition costs attributable to compliance with Order 636. The Company currently estimates that its portion of transition costs from all of its pipeline suppliers that have been filed with the FERC to date to be recovered could be as high as approximately $79.6 million. The Company's estimate is based on the most recent estimates of transition costs filed by its pipeline suppliers with the FERC and assumes that a restructuring settlement agreement with Southern, as described below, is approved. Such filings by the Company's pipeline suppliers currently are pending approval by FERC, and the transition costs are being collected subject to refund. Transition costs billed to the Company are being recovered currently from customers under the purchased gas provisions of the Company's rate schedules and thus have no impact on results of operations. The Company is actively participating in the proceedings to determine the prudence and eligibility of transition costs for its pipeline suppliers. The Company does not expect transition costs to significantly affect the total cost of gas to its customers because (1) the Company will purchase its wellhead gas supplies based upon market prices that should be below the cost of gas previously embedded in the bundled pipeline sales service and (2) many elements of transition costs previously were embedded in the rates for the pipelines' bundled sales service. The Company has entered into a settlement with Southern and other customers to resolve all pending Southern proceedings before the FERC. The settlement would, if approved by the FERC, resolve Southern's pending general rate proceedings, which involve rates charged by Southern from January 1, 1991 through the present and also would resolve Southern's Order 636 transition cost proceedings. The FERC has not yet acted on the proposed settlement agreement, but has allowed Southern to implement the reduced settlement rates on an interim basis. Assuming the settlement agreement is approved, the Company's portion of transition costs from Southern will be approximately $68 million. STATE REGULATORY MATTERS--BYPASS, COMPETITION AND RATE FILINGS On October 19, 1994, the Georgia Commission issued a scheduling order designating a docket for an investigation of AGL bypass issues. The proceeding was designed to provide information to the Georgia Commission regarding alternatives to respond to bypass and to assess the economics of bypass. Hearings in this docket were conducted in November and December 1994. On February 17, 1995, the Georgia Commission approved a settlement that addresses all issues which were pending in the bypass proceeding. The settlement authorizes AGL to negotiate optional, five-year renewable contracts ("Negotiated Contracts") with customers which have the choice of bypassing the Company's facilities and receiving natural gas from competitors through alternate suppliers. The negotiated rate may be lower than that which otherwise would be applicable to the potential bypass customer, but not less than the marginal cost of service to that customer. The Georgia Commission further authorized a bypass loss recovery mechanism pursuant to which AGL expects to recover most, if not all, revenues lost through Negotiated Contracts. The bypass loss recovery mechanism will expire upon the earlier to occur of September 30, 1998 or the effective date of new rates resulting from a general rate case. The Georgia Commission may reject a Negotiated Contract within 60 days of the filing thereof with the Georgia Commission, but absent such action a Negotiated Contract becomes fully effective. The Company currently is providing service pursuant to five fully effective Negotiated Contracts. 8 In addition to Negotiated Contracts, the Georgia Commission will continue to allow AGL, through long-term special contracts ("Special Contracts"), or existing rate provisions involving short-term discounts, to compete with suppliers of alternate fuel to provide service to interruptible customers. On March 2, 1995, the Georgia Commission approved a Special Contract between AGL and Georgia-Pacific Corporation which is designed to provide long-term service in competition with fuel oil. On April 18, 1995, the Georgia Commission authorized AGL to provide compressed natural gas as fuel to the Metropolitan Atlanta Rapid Transit Authority at prices comparable to diesel fuel. On May 1, 1995, Chattanooga made a rate filing with the Tennessee Commission seeking an increase in revenues of $5.2 million annually. Among other things, the filing seeks to implement a new financing and marketing program for natural gas heating and cooling systems and natural gas water heaters. Any revenues which ultimately may be received from the pending rate increase proceeding will be used by Chattanooga to improve and expand its distribution system and to recover increased operation, maintenance and tax expenses. ENVIRONMENTAL MATTERS The Company operated manufactured gas plants ("MGPs") as a source of fuel for lighting and heating until the early 1950's. The process for manufacturing gas involved heating certain combustibles such as coal, oil and pine knots in a low-oxygen atmosphere which produced residuals including lamp black and coal tar. Such residue typically was stored on-site or sold for commercial use. In June 1990, the Company was contacted by attorneys for Florida Public Utilities Company ("FPUC") in connection with a former MGP site in Sanford, Florida. Thereafter, FPUC received a "Warning Notice" from the Florida Department of Environmental Regulation ("FDER") demanding that FPUC enter into a consent order to investigate the Sanford site. Preliminary investigation results indicate some environmental impacts at this site. In addition, limited investigations of the surrounding area indicate potential environmental impacts off-site. On January 31, 1992, FPUC filed suit against the Company, two other corporations, and the City of Sanford, under the federal Comprehensive Environmental Response, Compensation, and Liability Act, and an equivalent state statute, alleging the Company is a former "owner," to obtain contribution from the Company and others for all costs incurred and for a declaratory judgment that all defendants are jointly and severally liable for future response costs. On February 3, 1994, the parties submitted a Contamination Assessment Report ("CAR") to Florida Department of Environmental Protection ("FDEP"), previously known as FDER. The CAR confirmed the existence of environmental impacts at the site and off-site. On April 10, 1994, FDEP completed its review of the CAR and submitted a preliminary scoring of the site to Region IV of the U. S. Environmental Protection agency. FDEP concluded that further study is necessary in some areas because the site did not exceed the listing threshold under one set of assumptions but did exceed that threshold under difference assumptions. On February 17, 1995, FPUC dismissed its lawsuit without prejudice. In addition to the Sanford site noted above, there are two other sites in Florida presently being investigated by environmental authorities in connection with which the Company may be contacted as a potentially responsible party. No claim has been made by any party regarding these sites. AGL has identified nine sites in Georgia where it currently owns all or part of a former MGP. In addition, AGL has identified four other sites in Georgia which AGL does not now own, but which may have been associated with the operation of MGPs by AGL or its predecessors. Results of environmental response activities with respect to these MGP sites reveal environmental impacts at and near nine sites. AGL has entered into consent orders with the Georgia Environmental Protection Division ("EPD") with respect to four sites pursuant to which AGL is obligated to investigate and clean up, if necessary, these sites. Under regulations issued by EPD under the Georgia Hazardous Site Response Act ("HSRA"), eight of the MGP sites have been listed on Georgia's "Hazardous Site Inventory." The issuance of regulations under HSRA and the listing of MGP sites on the Hazardous Site Inventory has altered the basis upon which the 9 Company has projected future investigation and remediation costs associated with the former MGP sites in Georgia. Under a thorough analysis of these and other potentially applicable requirements, the Company has estimated that, under the most favorable possible circumstances, the future cost of investigating and remediating the former MGP sites could be as low as $28.6 million. Alternatively, the Company has estimated that, under the least favorable possible circumstances, the future cost of investigating and remediating the former MGP sites could be as high as $109.0 million. The Company cannot estimate at this time the amount of any other future expenses or liabilities that may be associated with or related to the MGP sites, including expenses or liabilities relating to any litigation. At the present time, no amount within the range can be identified as a better estimate than any other estimate. Therefore, the low end of this range and a corresponding regulatory asset have been recorded in the financial statements of the Company. With regard to other legal proceedings related to the former MGP sites, the Company is or expects to be a party to claims or counterclaims on an ongoing basis. Among such matters, the Company intends to continue to pursue aggressively insurance coverage and contribution from potentially responsible parties. The Georgia Commission has approved the recovery by AGL of Environmental Response Costs, as defined below, pursuant to an Environmental Response Cost Recovery Rider ("ERCRR") effective October 1, 1992. For purposes of the ERCRR, Environmental Response Costs include investigation, testing, remediation and litigation costs and expenses or other liabilities relating to or arising from MGP sites. The ERCRR authorized AGL to recover from its ratepayers Environmental Response Costs that it may incur in succeeding twelve-month periods ending June 30th, net of working capital benefits resulting from deferred income taxes, amortized over a 60-month period beginning each October 1. The carrying costs to AGL of such Environmental Response Costs during the period of amortization are subject to recovery from any amounts that may be received from insurance carriers and from former owners and operators of MGP sites. Any amounts received from such sources are shared equally by AGL and its ratepayers. AGL records its portion as income to offset unrecovered carrying costs. As a result of the ERCRR, AGL expects that it will be able to recover all of its Environmental Response Costs. However, the staff of the Georgia Commission has indicated that it will recommend for consideration by the Georgia Commission a full financial and management audit of all expenses associated with Environmental Response Costs for purposes of the ERCRR. At the present time, the Georgia Commission has not considered any proposed action, and thus the scope of any study or audit undertaken or the potential impact or result of such study or audit cannot be determined. DESCRIPTION OF CAPITAL STOCK The following is a brief description of certain provisions relating to the Common Stock, as contained in the Charter of the Company, as amended (the "Charter") and the By-Laws of the Company, as amended (the "By-Laws") and does not purport to be complete. Reference is made to such documents which are on file with the Commission as exhibits to the Registration Statement of which this Prospectus is a part or to previous filings by the Company for a complete statement of such provisions. The Company is authorized to issue 100 million shares of Common Stock, $5 par value per share. At May 19, 1995, the Company had 25,774,865 shares of Common Stock outstanding, which does not reflect the issuance of the shares offered hereby. The presently outstanding shares of Common Stock of the Company are validly issued, fully paid and nonassessable. DIVIDEND RIGHTS Subject to the preferential rights of the holders of the Preferred Stock (and Junior Stock as defined below (if any) ranking as to dividends ahead of the Common Stock) to receive full cumulative dividends, both past 10 and current, and the restrictions set forth below, the holders of the Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor. RESTRICTIONS ON PAYMENT OF DIVIDENDS The Charter imposes restrictions on the payment of dividends (except a dividend in Common Stock or in any class of stock ranking junior to the Preferred Stock as to dividends or assets (the "Junior Stock")) and other distributions on the Common Stock and such other Junior Stock and upon expenditures for the purchase, redemption or retirement of any shares thereof (other than by exchanges or with the proceeds of the sale of Common Stock or such other Junior Stock or to satisfy such other Junior Stock sinking or purchase fund requirements) unless the Company attains certain earnings levels or maintains certain capitalization ratios. Under the most restrictive of these provisions, all of the Company's retained earnings were free of such restrictions and available for the payment of dividends at March 31, 1995. Retained earnings at March 31, 1995 were $160.4 million. VOTING RIGHTS; REQUIREMENTS FOR BUSINESS COMBINATIONS Subject to the limited voting rights of the Preferred Stock indicated below, the holders of the Common Stock have full voting rights for the election of directors and for all other purposes, on the basis of one vote per share. Cumulative voting by the holders of Common Stock is not permitted in electing directors. The Company's Charter requires the affirmative vote of the holders of not less than 75% of the outstanding shares of voting stock to approve certain business combinations with a "related person," including mergers, share exchanges, sales or pledges of more than 10% of the Company's assets or share reclassifications. A "related person" is defined as a holder of 20% or more of the voting stock of the Company. A 75% vote is not required if the terms of any such transaction are either (i) approved by two-thirds of the "continuing directors" who at that time must comprise at least a majority of the Board of Directors ("continuing directors" are those in office before the related person proposed the transaction, or their successors who are approved by the other continuing directors) or (ii) meet the terms of a "fair price" provision. This provision also provides that it can only be amended by the affirmative vote of the holders of not less than 75% of the outstanding voting stock, unless two- thirds of the "continuing directors" (at a time when "continuing directors" comprise a majority of the Board of Directors) approve any such amendment. The Company's By-Laws provide that the Company may not engage in certain business combinations with an "interested shareholder" (defined as the beneficial owner of 10% or more of the voting stock of the Company) for five years after the interested shareholder became an interested shareholder unless (i) prior thereto the Board of Directors approved the proposed business combination, (ii) the interested shareholder acquired 90% of all outstanding voting stock, excluding certain management shares, in the transaction in which it became an interested shareholder or (iii) after becoming an interested shareholder, the interested shareholder acquired 90% of all shares, excluding certain management shares, and obtained the approval of the holders of a majority of the remaining outstanding voting stock, excluding certain management shares. The types of business combinations covered by the Company's By-Laws include substantially the same types of transactions covered by the Charter provisions described in the preceding paragraph. Whenever dividends payable on any Preferred Stock are in arrears in an amount equal to at least four quarterly dividends and until all arrears and the current dividends are paid or declared and set apart for payment, holders of the Preferred Stock will be entitled to elect the smallest number of directors necessary to constitute a majority of the Board of Directors. In addition, the vote or consent of the holders of specified percentages of the Preferred Stock is required as a condition to effect various changes in the capital structure of the Company and certain other transactions which might affect the rights of the holders of Preferred Stock, including a merger or sale of all or substantially all of the assets of the Company. 11 LIQUIDATION RIGHTS In any liquidation, the holders of Common Stock would be entitled to receive, pro rata, all of the assets of the Company available for distribution to its shareholders remaining after there has been paid to or set aside for the holders of all series of Preferred Stock and any Junior Stock outstanding (other than Common Stock) the amounts described below. The holders of each class of Preferred Stock will be entitled upon liquidation, dissolution or winding-up of the Company, or reduction or decrease of its capital (resulting in a distribution of assets of the Company to the holders of any class of Junior Stock), before any distribution of assets is made to the holders of any Junior Stock, to the aggregate par value (or stated capital allocated to shares of no par value) of Preferred Stock of such class, plus, in case any such action is voluntary, an amount per share equal to the redemption premium that would then be payable to the holders thereof if such Preferred Stock were to be redeemed at the option of the Company, together in each case with accrued dividends; but the holders of Preferred Stock are not entitled to further participation in such distribution. PREEMPTIVE RIGHTS No holder of any class of securities has any preemptive rights, other than such as the Board of Directors in its discretion from time to time may fix, except that the holders of Common Stock have preemptive rights in respect of offerings for cash of Common Stock or securities convertible into Common Stock (exclusive of any shares of Common Stock to be issued in connection with the Company's Leveraged Employees' Stock Ownership Plan, Retirement Savings Plus Plan, Long-Term Stock Incentive Plan of 1990, Nonqualified Savings Plan, any dividend reinvestment plan and any successor plan thereto or any other similar plan which may be established for the general benefit of the Company's shareholders and/or employees) other than public offerings of such stock or securities to or through underwriters or investment bankers who agree to make a public offering of such stock or securities. Thus, the shares being offered in this offering will not give rise to any preemptive rights with respect to outstanding shares. TRANSFER AGENT The Transfer Agent and Registrar for the Common Stock is Wachovia Bank of North Carolina, N.A., 301 North Church Street, Winston-Salem, North Carolina 27101. UNDERWRITING Subject to the terms and conditions set forth in an underwriting agreement (the "Underwriting Agreement"), the Company has agreed to sell to each of the Underwriters named below, and each of the Underwriters, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Dean Witter Reynolds Inc. and The Robinson-Humphrey Company, Inc. are acting as representatives (the "Representatives"), has severally agreed to purchase the number of Shares set forth opposite its name below. In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all the Shares offered hereby if any of the Shares are purchased. In the event of default by an Underwriter, the Underwriting Agreement provides that, in certain circumstances, purchase commitments of the nondefaulting Underwriters may be increased or the Underwriting Agreement may be terminated.
NUMBER OF UNDERWRITER SHARES ----------- --------- Merrill Lynch, Pierce, Fenner & Smith Incorporated.................................................... Dean Witter Reynolds Inc............................................. The Robinson-Humphrey Company, Inc. ................................. --------- Total........................................................... 1,300,000 =========
12 The Representatives of the Underwriters have advised the Company that they propose initially to offer the Shares to the public at the public offering price set forth on the cover page of this Prospectus, and to certain dealers at such price less a concession not in excess of $ per share. The Underwriters may allow, and such dealers may reallow, a discount not in excess of $ per share on sales to certain other dealers. After the initial public offering, the public offering price, concession and discount may be changed. The Company has granted the Underwriters an option exercisable for 30 days after the date hereof to purchase up to 195,000 Option Shares to cover over- allotments, if any, at the initial public offering price, less the underwriting discount. If the Underwriters exercise this option, each of the Underwriters will have a firm commitment, subject to certain conditions, to purchase approximately the same percentage of the Option Shares as the percentage of the Shares which it has agreed to purchase. In the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain civil liabilities, including liabilities under the 1933 Act. LEGAL MATTERS The legality of the shares of Common Stock offered hereby will be passed upon for the Company by Long, Aldridge & Norman, Atlanta, Georgia. Certain legal matters will be passed upon for the Underwriters by Winthrop, Stimson, Putnam & Roberts, New York, New York. Mr. Albert G. Norman, Jr., a Director of the Company and a member of the Executive Committee and the Nominating and Compensation Committee of the Company, is a partner in the firm of Long, Aldridge & Norman and owns beneficially an aggregate of 5,963 shares of Common Stock of the Company. EXPERTS The consolidated financial statements and the related financial statement schedules incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended September 30, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing in or incorporated by reference in such Form 10-K (which reports express an unqualified opinion and include an explanatory paragraph as to the change in methods of accounting for postretirement benefits other than pensions and for income taxes), and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. 13 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO- RIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. ---------------- TABLE OF CONTENTS
PAGE ---- AVAILABLE INFORMATION...................................................... 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.......................... 2 PROSPECTUS SUMMARY......................................................... 3 PRICE RANGE OF COMMON STOCK AND DIVIDENDS.................................. 5 USE OF PROCEEDS............................................................ 5 BUSINESS OF THE COMPANY.................................................... 6 DESCRIPTION OF CAPITAL STOCK............................................... 10 UNDERWRITING............................................................... 12 LEGAL MATTERS.............................................................. 13 EXPERTS.................................................................... 13
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1,300,000 SHARES [LOGO OF ATLANTA GAS LIGHT COMPANY APPEARS HERE] ATLANTA GAS LIGHT COMPANY COMMON STOCK ---------------- PROSPECTUS ---------------- MERRILL LYNCH & CO. DEAN WITTER REYNOLDS INC. THE ROBINSON-HUMPHREY COMPANY, INC. JUNE , 1995 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses of the offering (other than the underwriting discount) are estimated as follows: Registration Fee-Securities and Exchange Commission................ $17,592 New York Stock Exchange Listing Fee................................ 4,550 Printing Expenses.................................................. 12,000 Fees of Transfer Agent and Registrar............................... 1,000 Legal Fees and Expenses............................................ 25,000 Accounting Fees and Expenses....................................... 40,000 Blue Sky Fees and Expenses (including fees and expenses of coun- sel).............................................................. 4,000 Miscellaneous...................................................... 10,000 -------- Total.......................................................... $114,142 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the "Georgia Code") provides that a corporation's Articles of Incorporation may include a provision that eliminates or limits the personal liability of directors for monetary damages to the corporation or its shareholders for breach of their duty of care and other duties as directors; provided, however, that the Section does not permit a corporation to eliminate or limit the liability of a director for appropriating, in violation of his duties, any business opportunity of the corporation, engaging in intentional misconduct or a knowing violation of law, obtaining an improper personal benefit, or voting for or assenting to an unlawful distribution (whether as a dividend, stock repurchase or redemption or otherwise) as provided in Section 14-2-832 of the Georgia Code. Section 14-2-202(b)(4) also does not eliminate or limit the rights of a corporation or any shareholder to seek an injunction or other non-monetary relief in the event of a breach of a director's fiduciary duty. In addition, Section 14-2-202(b)(4) applies only to claims against a director arising out of his role as a director and does not relieve a director from liability arising from his role as an officer or in any other capacity. The provisions of Section 6.01B of the Company's Charter are similar in all substantive respects to those contained in Section 14-2-202(b)(4) of the Georgia Code outlined above, and Section 6.01B provides that the liability of directors of the Company shall be limited to the fullest extent permitted by amendments to Georgia law. Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the indemnification of directors, officers, employees and agents. Section 14-2-851 of the Georgia Code provides for indemnification of a director of the Company for liability incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including civil actions brought as derivative actions by or in the right of the Company) in which he may become involved by reason of being a director of the Company. Section 14-2-851 also provides such indemnity for directors who, at the request of the Company, act as directors, officers, partners, trustees, employees or agents of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or another enterprise. The Section permits indemnification if the director acted in a manner he believed in good faith to be in or not opposed to the best interests 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 a 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. II-1 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 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 a corporation (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 presently are 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 16. EXHIBITS. The exhibits listed below are filed as part of or incorporated by reference in this Registration Statement. Where such filing is made by incorporation by reference to a previously filed report, such report is identified in parentheses.
EXHIBIT NUMBER DESCRIPTION ------- ----------- *1 --Form of proposed Underwriting Agreement 4(a) --Indenture, dated as of December 1, 1989, between Atlanta Gas Light Company and Bankers Trust Company, as Trustee (Exhibit 4(a), Registration No. 33-32274) 4(b) --First Supplemental Indenture, dated as of March 16, 1992, between Atlanta Gas Light Company and NationsBank of Georgia, National Association, as Successor Trustee (Exhibit 4(a), Registration No. 33-46419) *5 --Opinion of Long, Aldridge & Norman *23(a) --Consent of Deloitte & Touche LLP 23(b) --Consent of Long, Aldridge & Norman (included in Exhibit 5) *24 --Powers of Attorney *27 --Financial Data Schedule
-------- * Filed herewith II-2 ITEM 17. UNDERTAKINGS. A. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 Registrant pursuant to the provisions described under Item 15 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. C. RULE 430A POST-EFFECTIVE AMENDMENT. The undersigned Registrant hereby undertakes 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 the purpose 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. II-3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 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 MAY 19, 1995. Atlanta Gas Light Company /s/ David R. Jones By: _________________________________ 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 MAY 19, 1995. SIGNATURE TITLE /s/ David R. Jones President and Chief ------------------------------------- Executive Officer DAVID R. JONES (Principal Executive Officer) and Director /s/ Robert L. Goocher Executive Vice ------------------------------------- President ROBERT L. GOOCHER (Principal Financial Officer) /s/ J. Michael Riley Vice President ------------------------------------- (Principal J. MICHAEL RILEY Accounting Officer) Frank Barron, Jr.* Director ------------------------------------- FRANK BARRON, JR. W. Waldo Bradley* Director ------------------------------------- W. WALDO BRADLEY Otis A. Brumby, Jr.* Director ------------------------------------- OTIS A. BRUMBY, JR. II-4 SIGNATURE TITLE L. L. Gellerstedt, Jr.* Director ------------------------------------- L. L. GELLERSTEDT, JR. Kenneth D. Lewis* Director ------------------------------------- KENNETH D. LEWIS Albert G. Norman, Jr.* Director ------------------------------------- ALBERT G. NORMAN, JR. Director ------------------------------------- D. RAYMOND RIDDLE Betty L. Siegel* Director ------------------------------------- BETTY L. SIEGEL Ben J. Tarbutton, Jr.* Director ------------------------------------- BEN J. TARBUTTON, JR. Charles McKenzie Taylor* Director ------------------------------------- CHARLES MCKENZIE TAYLOR Felker W. Ward, Jr.* Director ------------------------------------- FELKER W. WARD, JR. /s/ Robert L. Goocher *By: ________________________________ ROBERT L. GOOCHER, AS ATTORNEY-IN- FACT II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- *1 --Form of proposed Underwriting Agreement 4(a) --Indenture, dated as of December 1, 1989, between Atlanta Gas Light Company and Bankers Trust Company, as Trustee (Exhibit 4(a), Registration No. 33-32274) 4(b) --First Supplemental Indenture, dated as of March 16, 1992, between Atlanta Gas Light Company and NationsBank of Georgia, National Association, as Successor Trustee (Exhibit 4(a), Registration No. 33-46419) *5 --Opinion of Long, Aldridge & Norman *23(a) --Consent of Deloitte & Touche LLP 23(b) --Consent of Long, Aldridge & Norman (included in Exhibit 5) *24 --Powers of Attorney *27 --Financial Data Schedule
-------- *Filed herewith EX-1 2 UNDERWRITING AGREEMENT 1,300,000 Shares Atlanta Gas Light Company Common Stock ($5.00 Par Value) UNDERWRITING AGREEMENT ---------------------- New York, New York June __, 1995 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Dean Witter Reynolds Inc. The Robinson-Humphrey Company, Inc. As Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters North Tower World Financial Center New York, New York 10281-1327 Dear Sirs: Atlanta Gas Light Company, a Georgia corporation (the "Company"), proposes ------- to sell to the underwriters named in Schedule I hereto (the "Underwriters"), for ------------ whom you are acting as representatives (the "Representatives"), for sale to the --------------- public, 1,300,000 shares of Common Stock, $5.00 par value, of the Company ("Common Stock") (said shares to be issued and sold by the Company being ------------ hereinafter called the "Underwritten Securities"). The Company also proposes to ----------------------- grant to the Underwriters an option to purchase up to 195,000 additional shares of Common Stock (the "Option Securities"; the Option Securities, together with ----------------- the Underwritten Securities, being hereinafter called the "Securities"). ---------- 1. Representations and Warranties. The Company represents and warrants ------------------------------ to, and agrees with, each Underwriter that: (a) The Company and the proposed sale of the Securities meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended and the rules and regulations thereunder (collectively, the "Act") and the --- Company has filed with the Securities and Exchange Commission (the "Commission") ---------- a registration statement, including a preliminary form of prospectus, on such Form for the registration under the Act of the Securities; and such registration statement and any post-effective amendment thereto, each in the form heretofore furnished to you, have been declared effective by the Commission in such form. The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "Effective Date" shall mean each date that the -------------- Registration Statement and any post-effective amendment or amendments thereto became effective. "Preliminary Prospectus" shall mean any prospectus subject to ---------------------- completion included in the Registration Statement that omits Rule 430A Information and which is furnished to the Underwriters in connection with the offering of the Securities. "Prospectus" shall mean the prospectus relating to ---------- the Securities that is first filed pursuant to Rule 424(b). "Registration ------------ Statement" shall mean the registration statement referred to in the preceding --------- paragraph, including Incorporated Documents (as hereinafter defined), exhibits and financial statements, in the form in which it has become effective and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. Such term shall include Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule ---- 424", "Rule 430A" and "Regulation S-K" refer to such rules and regulations under --- --------- -------------- the Act. "Rule 430A Information" means information with respect to the --------------------- Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. Any reference herein to the Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 (the "Incorporated Documents") ---------------------- which were filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on or ------------ before the Effective Date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the ----- --------- ---------- Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any Incorporated Document under the Exchange Act after the effective date of the Registration Statement, or the date of any Preliminary Prospectus or the Prospectus, as the case may be. (b) No stop order with respect to the Registration Statement has been issued under the Act and, to the best of the Company's knowledge, no proceedings therefor have been initiated under the Act. At the time of delivery thereof to the Underwriters (the "Delivery Date"), the Preliminary Prospectus, and on the ------------- Effective Date, the Registration Statement, did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and (with respect to the Incorporated Documents) the Exchange Act and the respective rules -2- thereunder; on the Effective Date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Delivery Date, the Preliminary Prospectus did not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact (except, in the case of the Preliminary Prospectus, Rule 430A Information) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, -------- ------- that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, any Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation of the Registration Statement, any Preliminary Prospectus or the Prospectus (or any supplement thereto). (c) The Securities have been duly and validly authorized and, when payment has been received therefor, will be duly and validly issued; the Securities will, upon issuance, be fully paid and nonassessable; and the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities. (d) All proceedings legally required in connection with the issuance of the Securities and the sale of the Securities by the Company to the Underwriters have been taken and all approvals, authorizations, consents or other orders of the Georgia Public Service Commission (the "GPSC") and such other public boards ---- or bodies as may be legally required with respect to all or any of such matters or transactions related thereto have been obtained (except with respect to compliance with applicable state securities or "blue sky" laws, with respect to which the Company makes no representation); such authorization of the GPSC is in full force and effect, has not been abrogated or modified, and constitutes legally sufficient authority of that body for the issuance and sale of the Securities and no additional approval, authorization or consent of the GPSC is required for the execution and delivery of this Agreement by the Company; and there are not pending or contemplated any proceedings or actions to abrogate or modify such authorization. 2. Purchase and Sale. (a) Subject to the terms and conditions and in ----------------- reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $_______ per share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. -3- (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 195,000 shares of Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Underwriters to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. Delivery of certificates for the shares of Option Securities, and payment therefor, shall be made as provided in Section 3 hereof. The number of shares of the Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their discretion shall make to eliminate any fractional shares. 3. Delivery and Payment. Delivery of and payment for the Underwritten -------------------- Securities shall be made at the office of the Company, 303 Peachtree Street, N.E., Atlanta, Georgia, at 10:00 A.M., Atlanta time, on June __, 1995, or such later date (not later than June __, 1995) as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). ------------ Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made in such place in Atlanta, Georgia or New York, New York, as the Representatives shall designate, at 10:00 A.M., Atlanta time, on such date (the "Option Closing Date"), which may be the same as ------------------- the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Representatives to the Company of the Underwriters' determination to purchase a number, specified in said notice, of Option Securities. If such notice is given before the Closing Date, it will in no event be given later than two business days prior to the Closing Date, and, if given after the Closing Date, the Option Closing Date will be no earlier than five business days and no more than 10 business days after such notice. Such notice may be given in accordance with the preceding sentence at any time within 30 days after the date of the Prospectus. The Option Closing Date and the location of delivery of and payment for the Option Securities may be varied by agreement between the Representatives and the Company. -4- Certificates for the Underwritten Securities and the Option Securities shall be registered in such names and issued in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 1:00 PM, New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. Certificates in definitive form evidencing the Underwritten Securities and the Option Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price thereof by certified or official bank check or checks drawn on or payable by a New York Clearing House bank and payable in next day funds to the order of the Company. If the Option Closing Date occurs after the Closing Date, the Company will deliver to the Underwriters on the Option Closing Date, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. 4. Offering by Underwriters. It is understood that, after the ------------------------ Registration Statement becomes effective and the initial public offering price and the price per share at which the Securities will be sold to the Underwriters by the Company shall have been determined, the Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus. 5. Agreements. The Company agrees with the Underwriters that: ---------- (a) The Company will file the Prospectus, properly completed, pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat to the Company of initiation of any proceeding for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threat to the Company of initiation of any proceeding for such purpose, and (iv) the happening of any event referred to in paragraph (b) below. The Company will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished you a copy for your -5- review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations thereunder, the Company promptly will prepare and file with the Commission, subject to paragraph (a) of this Section 5, an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading, or so the Prospectus will comply with the Act or the Exchange Act or the respective rules and regulations thereunder, and it will furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriters or dealers may reasonably request. (c) As soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter the Company will make generally available to its security holders and to the Representatives an earnings statement or statements (which need not be audited) of the Company and its consolidated subsidiaries covering a 12-month period beginning after the Effective Date which will satisfy the provisions of Section 11(a) of the Act or Rule 158 under the Act. (d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter, upon request, a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Prospectus and the Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonably request. From time to time during the period when the Prospectus is required to be delivered under the Act, the Company will file promptly all reports and any definitive proxy or information statements required to be filed with the Commission pursuant to Section 13 or Section 14 of the Exchange Act subsequent to the date of the Prospectus. The Company will pay the expenses of printing or other production of all documents relating to the offering, and all fees and transfer taxes, if any, relating to the issuance, sale and delivery of the Securities by the Company to the Underwriters or the listing of -6- the Securities on any stock exchange, including the New York Stock Exchange. (e) The Company will cooperate in good faith in qualifying the Securities for offer and sale under the securities or Blue Sky laws of such states as the Representatives may designate, will maintain such qualifications in effect for as long as may be required for the distribution of the Securities and will pay or reimburse the Representatives for counsel fees, filing fees and out-of-pocket expenses in connection with such qualification and review, provided that the -------- Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any state or to pay, or to reimburse the Representatives for, such counsel fees exceeding $10,000 or to incur, or to reimburse the Representatives for, any such fees and expenses if no Securities are delivered to and purchased by the Underwriters hereunder because of a default by one or more of the Underwriters. (f) The Company will use its best efforts to have the Securities listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. 6. (A). Conditions to the Obligations of the Underwriters. The ------------------------------------------------- obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, the Closing Date and the Option Closing Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus and any supplement thereto will be filed in the manner and within the time period required by Rule 424(b), and prior to the Closing Date or the Option Closing Date, as the case may be, the Company shall have provided evidence satisfactory to the Representatives of such timely filing; and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened to the Company by the Commission. -7- (b) The Company shall have furnished to the Underwriters the opinion of Messrs. Long, Aldridge & Norman, counsel for the Company, dated the Closing Date or the Option Closing Date, as the case may be, which opinion shall be satisfactory in form and scope to counsel for the Underwriters, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Georgia, with requisite corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) the Company is qualified and in good standing as a foreign corporation in all jurisdictions where it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to be so qualified, when considered in the aggregate and not individually, would not have a material adverse effect on the Company and Chattanooga Gas Company (the "Subsidiary") ---------- considered as one enterprise; (iii) the Subsidiary has been duly incorporated and is validly existing in good standing under the laws of the State of Tennessee, is qualified and in good standing as a foreign corporation in all jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to be so qualified, when considered in the aggregate and not individually, would not have a material adverse effect on the Company and Subsidiary considered as one enterprise; (iv) all of the issued and outstanding capital stock of the Subsidiary has been duly and validly issued and is fully paid and non- assessable; all of the capital stock of the Subsidiary is owned by the Company, free and clear of any pledge, lien, encumbrance, claim or equity; (v) the authorized, issued and outstanding Common Stock of the Company is as set forth in the Registration Statement under the caption "Description of Capital Stock" (except for subsequent issuances, if any, pursuant to the Company's Leveraged Employee Stock Ownership Plan, Retirement Savings Plus Plan, Long-Term Stock Incentive Plan and Dividend Reinvestment and Stock Purchase Plan); (vi) the capital stock of the Company conforms to the description thereof set forth in the Registration Statement under the caption "Description of Capital Stock" and the form of certificate used to evidence the Common Stock is in due and proper form; to the extent that the information set forth in the Registration Statement under the caption "Description of Capital Stock" constitutes -8- matters of law or legal conclusions, such information has been reviewed by such counsel and is correct; (vii) the Securities and all other outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; and, the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; (viii) to the knowledge of such counsel, all legal or governmental proceedings pending or threatened against the Company or any of its subsidiaries which are required to be disclosed in the Registration Statement are disclosed therein. (ix) to the knowledge of such counsel, there is no material franchise, contract or other document of a character required to be described, referred to or incorporated by reference in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required and, to the knowledge of such counsel, no default exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any material franchise, contract or other document so described, referred to, filed or incorporated by reference; (x) the statements under the caption "Business -- Federal Regulatory Matters" and (other than financial, numerical and statistical data) under the caption "Properties" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994 and the statements under the caption "Item 5. Other Information - Federal Regulatory Matters" in the Company's Quarterly Reports on Form 10-Q for the quarters ended December 31, 1994 and March 31, 1995 and the statements under the caption "Business of the Company -- Recent Developments" in the Prospectus, fairly summarize the matters therein described as of their respective dates; (xi) the Registration Statement has become effective under the Act; the Prospectus and any supplement thereto has been filed pursuant to Rule 424(b) in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, and such counsel has no notice of any proceedings for that purpose having been instituted or threatened. The Registration Statement, as of the Effective Date; the Preliminary Prospectus, as of its issue date; and the Prospectus, at the time it was first filed pursuant to Rule 424(b) (other than the financial statements, including related schedules, and other financial and statistical -9- information contained therein or incorporated by reference therein as to which such counsel need express no opinion) appeared on their face to have complied as to form in all material respects with the applicable requirements of the Act and (with respect to the Incorporated Documents) the Exchange Act and the respective rules thereunder; (xii) this Agreement has been duly authorized, executed and delivered by the Company; (xiii) all proceedings legally required in connection with the issuance and sale of the Securities by the Company to the Underwriters have been taken and all approvals, authorizations, consents or other orders of the GPSC and such other public boards or bodies as may be legally required with respect to all or any of such matters or transactions related thereto have been obtained (except with respect to compliance with applicable state securities or "blue sky" laws with respect to which such counsel need express no opinion); such authorization of the GPSC is in full force and effect, has not been abrogated or modified, and constitutes legally sufficient authority of that body for the issuance and sale of the Securities; and no additional approval, authorization or consent of the GPSC is required for the execution and delivery of this Agreement by the Company; and there are not pending or, to the knowledge of such counsel, contemplated any proceedings or actions (whether through judicial or administrative review or otherwise) to abrogate or modify such authorization; (xiv) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach of, or constitute a default under (A) the charter or by-laws of the Company, (B) to such counsel's knowledge after reasonable inquiry, any material contract, lease, note or other instrument to which the Company or the Subsidiary is a party or by which it is bound, or (C) any law, administrative regulation or administrative or court order known to such counsel; (xv) the Company and the Subsidiary each have the authority under their respective charters, certificates of public convenience and necessity issued by the GPSC and the Public Service Commission of Tennessee, respectively, and franchises and permits issued by the various agencies and subdivisions of the States of Georgia and Tennessee, respectively, to engage in the distribution, sale and transportation of gas in all of the territory of the States of Georgia and Tennessee, respectively, presently served by the Company and the Subsidiary or in which gas facilities of the Company and the Subsidiary are under construction; such charter powers, certificates of public convenience and -10- necessity, franchises and permits give to the Company and the Subsidiary all necessary authority for the operation of their respective gas business as now being conducted and the maintenance of their gas facilities in the States of Georgia and Tennessee; (xvi) the certificates of public convenience and necessity and franchises and permits of the Company and the Subsidiary referred to in clause (xv) of this subparagraph (b) are valid and subsisting and, in the context of a regulated public utility, do not impose any materially burdensome restrictions or conditions which are likely to have a material adverse effect on the business or financial condition of the Company and the Subsidiary considered as one enterprise; (xvii) the Company and the Subsidiary are exempt from all provisions of the Public Utility Holding Company Act of 1935, as amended (except Section 9(a)(2) thereof) pursuant to Section 3(a)(2) thereof, and there are not pending or, to the knowledge of such counsel, contemplated any proceedings or actions (whether through judicial or administrative review or otherwise) to abrogate or modify such exemption. Such counsel shall also state that, without independent investigation or verification and without assumption of any responsibility for the factual accuracy or completeness of the Registration Statement or the Prospectus (other than to the extent indicated in clauses (vi) and (x) above), nothing has come to the attention of such counsel to cause it to believe that, at the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that, at the date on which it was first filed pursuant to Rule 424(b) or the Closing Date, the Prospectus contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. References to the Prospectus in this paragraph (b) include any supplements thereto. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Georgia or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable, who are satisfactory to counsel for the Underwriters, and who state that the Underwriters may rely on such opinion; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. When such counsel renders an opinion "to its -11- knowledge after reasonable inquiry" or concerning matters "known" to such counsel, such opinion may be based solely upon (AA) discussions with and inquiries of attorneys within Long, Aldridge & Norman who perform legal services for the Company, (BB) discussions with and inquiries of other attorneys who perform legal services for the Company within the jurisdiction of the Federal Energy Regulatory Commission, (CC) discussions with, inquiries of, and receipt of certificates executed by officers and directors of the Company covering such matters, (DD) review of proceedings docketed with the GPSC in which the Company is named a party (and generic proceedings docketed with the GPSC which may affect the Company, regardless of whether the Company is a named party), (EE) review of proceedings docketed with the Public Service Commission of Tennessee in which the Subsidiary is named a party (and generic proceedings docketed with the Public Service Commission of Tennessee which may affect the Subsidiary, regardless of whether the Subsidiary is a named party), and (FF) such other investigations or factual inquiry, if any, that such counsel has made in connection with the matters referred to in clauses (AA), (BB), (CC), (DD) and (EE) above. When such counsel renders an opinion "to its knowledge after reasonable inquiry" or concerning matters "known" to such counsel, then such counsel need conduct no independent investigation of such matters except to the extent mentioned in the immediately preceding sentence. Such counsel's opinion may contain additional qualifications as are customary for such opinions and reasonably acceptable to the Representatives. (c) The Representatives shall have received from Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. Winthrop, Stimson, Putnam & Roberts may rely on the opinion of Long, Aldridge & Norman referred to in paragraph (b) above as to all matters of Georgia Law. (d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the President and Chief Executive Officer and the principal financial or accounting officer of the Company, dated the Closing Date or the Option Closing Date, as the case may be, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date or the Option Closing Date, as the case may be, with the same effect as if made on the Closing Date or the Option Closing -12- Date, as the case may be, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as the case may be; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus (or any supplement thereto), there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and the Subsidiary considered as one enterprise, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus. (e) At the time this Agreement is executed and at the Closing Date or the Option Closing Date, as the case may be, Deloitte & Touche LLP shall have furnished to the Representatives a letter or letters, dated respectively as of the date of this Agreement and as of the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, no information need be supplied with respect to them in answer to Item 10 of the Registration Statement and stating in effect that: (i) in their opinion the audited financial statements and supplemental schedules incorporated in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the published rules and regulations thereunder with respect to financial statements and schedules included in an annual report on Form 10-K under the Exchange Act; (ii) on the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial ----------------- Information, on the latest unaudited financial statements, if any, included ----------- or incorporated by reference in the Registration Statement, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, and the stockholders of the Company, since September 30, 1994 to a specified date not more than five days prior to the date of such letter, and -13- inquiries of officers of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an examination made in accordance with generally accepted auditing standards and that they would not necessarily reveal matters of significance with respect to the comments made in such letter and, accordingly, that Deloitte & Touche LLP makes no representations as to the sufficiency of such procedures for your purposes), nothing has come to their attention which caused them to believe that, to the extent applicable, (A) unaudited financial statements of the Company included or incorporated by reference in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles; and (C) at a specified date not more than five business days prior to the date of the letter, there was any change in the capital stock or long-term debt of the Company, or decrease in its net assets, in each case as compared with amounts shown in the most balance sheet incorporated by reference in the Registration Statement, except in all instances for changes or decreases which the Registration Statement discloses have occurred or may occur, for declarations of dividends, for the repayment or redemption of long-term debt, for the amortization of premium or discount on long-term debt, for the redemption or purchase of preferred stock for sinking fund purposes, for any increases in long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for changes of decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus under captions to be specified by the Representatives or included or incorporated in the Company's 1994 Annual Report on Form 10-K, or Quarterly Reports on Form 10-Q, incorporated in the Registration Statement, agrees with the accounting records of the Company and the subsidiaries. Reference to the Prospectus in this paragraph (e) include any supplements thereto at the date of each letter. (f) Subsequent to the respective dates as of which information is given in the Registration Statement and the -14- Prospectus, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6(A) or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and the Subsidiary the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities as contemplated by the Registration Statement and the Prospectus. (g) The issuance and sale of the Securities as contemplated in this Agreement and the Prospectus shall have been duly authorized and approved by the GPSC and such authorizations and approvals shall be in full force and effect on the date hereof and at the Closing Date and no appeal therefrom shall have been taken, shall not then be contested and the operation thereof shall not have been stayed or suspended, and no authorization or approval of any other governmental regulatory authority shall then be required in connection with the issuance and sale by the Company of any of the Securities (subject to compliance with applicable state securities or "blue sky" laws). (h) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. (i) Prior to the Closing Date the Securities shall have been listed, subject to notice of issuance, on the New York Stock Exchange. If any of the conditions specified in this Section 6(A) shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and their counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. (B) Conditions of the Company's Obligations. The obligations of the --------------------------------------- Company to deliver the Securities hereunder are subject to the following conditions: (a) At the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission. -15- (b) At the Closing Date or the Option Closing Date, as the case may be, the order or orders, authorizations, consents or other approvals of the GPSC referred to in Section 6(A)(g) hereof authorizing and approving the issuance and sale of the Securities shall be in full force and effect. If any of the conditions specified in this Section 6(B) shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations of the Company hereunder may be cancelled at, or at any time prior to, the Closing Date by the Company. Notice of such cancellation shall be given to the Representatives in writing, or by telegraph confirmed in writing. 7. Reimbursement of Underwriters' Expenses. If the sale of the --------------------------------------- Securities provided for herein is not consummated because of any termination pursuant to Section 10 hereof, the Company will reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 8. Indemnification and Contribution. (a) The Company agrees to -------------------------------- indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action (such reimbursement to occur as such expenses are incurred); provided, however, -------- ------- that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person -16- asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented), excluding documents incorporated therein by reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act copies of such Prospectus or amendment or supplement have been delivered by the Company to the Underwriters and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company through you by or on behalf of such Underwriter specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in the last paragraph of the cover page and in paragraphs __ and __ under the heading "Underwriting" in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus, and you, as the Representatives, confirm that such statements are correct. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have under this Section 8 except to the extent it has been prejudiced in any material respect by such omission or from any liability which it may have to any indemnified party otherwise than under this Section 8. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof (subject to the proviso below), with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such -------- ------- action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may -17- be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of such counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (plus local counsel as retained by the Representatives in their reasonable judgment), approved by the Representatives in the case of paragraph (a) of this Section 8, representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities (before deducting expenses ) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, -18- whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to in the first sentence of this subsection (d). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities were underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages as such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity has or could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. (f) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have, and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability that the respective Underwriters may otherwise have, and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act. -19- 9. Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of -------- ------- Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Underwriters Securities set forth in Schedule I hereto plus the total amount of Option Securities purchasable by such defaulting Underwriter or Underwriters pursuant to Section 2(b), the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 10. Termination. This Agreement shall be subject to termination in ----------- the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled (other than by reason of a default by any of the Underwriters), (iii) trading in the Company's Common Stock has been suspended by the Commission, or trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall have been suspended (otherwise than as a result of a "circuit breaker" or other similar suspension of securities trading pursuant to existing regulations) or minimum or maximum prices shall have been fixed, or minimum or maximum ranges for prices for securities have been required, by either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction, (iv) a general banking moratorium shall have been declared by Federal or New York or Georgia state authorities, or (v) there -20- shall have occurred any material adverse change in general economic, political or financial conditions in the United States, or any outbreak of hostilities or escalation of hostilities or other national or international calamity or crisis, the effect of which on the financial markets in the United States is such as to make it, in the reasonable judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 7 and 8 hereof. 11. Representations, Warranties and Indemnities to Survive. The ------------------------------------------------------ respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. Notices. All communications hereunder will be in writing and ------- effective only on receipt and if sent to the Representatives will be mailed, delivered or telegraphed and confirmed to them, care of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch World Headquarters, World Financial Center, New York, New York 10281-1327, attention of [Jerry R. Hilligoss]; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 303 Peachtree Street, N.E., Atlanta, Georgia 30303, or to P.O. Box 4569, Atlanta, Georgia 30303, attention of Mr. Robert L. Goocher. 13. Successors. This Agreement will inure to the benefit of and be ---------- binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 14. Applicable Law. This Agreement will be governed by and construed -------------- in accordance with the laws of the State of New York. 15. Counterparts; Severability. This Agreement may be executed in -------------------------- any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement. Should any part of this Agreement for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated. -21- If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon, this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, ATLANTA GAS LIGHT COMPANY By: ____________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED DEAN WITTER REYNOLDS INC. THE ROBINSON-HUMPHREY COMPANY, INC. As Representatives of the Several Underwriters BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ___________________________ (Authorized Signatory) For themselves and the other several Underwriters named in Schedule I to the foregoing agreement -22- SCHEDULE I Number of Shares Underwritten Securities to be Underwriter Purchased ----------- ---------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated Dean Witter Reynolds Inc. The Robinson-Humphrey Company, Inc. _________ Total 1,300,000 ========= EX-5 3 OPINION OF LONG, ALDRIDGE & NORMAN EXHIBIT 5 May 22, 1995 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Re: Atlanta Gas Light Company (File No. 1-9905) Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Atlanta Gas Light Company, a Georgia corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") and the filing thereof with the Securities and Exchange Commission (the "Commission"). Pursuant to the Registration Statement, the Company intends to register under the Securities Act of 1933, as amended, 1,495,000 shares (the "Shares") of common stock, par value $5 per share, of the Company. Of such amount, 1,300,000 shares are being offered for sale by the Company and up to 195,000 shares may be offered for sale by the Company upon the exercise of an over-allotment option granted to the underwriters. The opinion hereinafter set forth is given to the Commission at the request of the Company pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only opinion rendered by this firm consists of the matter set forth in numbered paragraph (1) below (our "Opinion"), and no opinion is implied or to be inferred beyond such matter. Additionally, our Opinion is based upon and subject to the qualifications, limitations and exceptions set forth in this letter. Our Opinion is furnished for the benefit of the Commission solely with regard to the Registration Statement and may not otherwise be relied upon, used, quoted or referred to by, or filed with, any other person or entity without our prior written permission. In rendering our Opinion, we have examined such agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances for us to express our Opinion, including, without limitation, the Charter and By-Laws of the Company, as amended, the minutes of the proceedings of the Board of Directors of the Company, and the proceeding of the Georgia Public Service Commission. In making all of our examinations, we assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the due execution and delivery of all documents by any persons or entities other than the Company where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents. As to various factual matters that are material to our Opinion, we have relied upon the factual statements set forth in a certificate of officers of the Company and a certificate of a public official. We have not independently verified or investigated, nor do we assume any responsibility for, the factual accuracy or completeness of such factual statements. The members of this firm are admitted to the Bar of the State of Georgia and are duly qualified to practice law in that state. We do not herein express any opinion concerning any matter respecting or affected by any laws other than the laws of the State of Georgia that are now in effect and that, in the exercise of reasonable professional judgment, are normally considered in transactions such as those contemplated by the issuance of the Shares. The Opinion hereinafter set forth is based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any obligation to advise you of changes to such pertinent laws or facts that hereafter may come to our attention. Based upon and subject to the foregoing, we are of the Opinion that: (1) Assuming that the price at which the Shares will be issued and sold is duly authorized, the Shares, upon issuance and delivery, against payment therefor as provided in the Underwriting Agreement, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Matters" set forth in the Prospectus forming a part of said Registration Statement. Very truly yours, /s/ Long, Aldridge & Norman LONG, ALDRIDGE & NORMAN EX-23 4 CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Atlanta Gas Light Company ("Company") on Form S-3 of our reports dated November 4, 1994 (which reports include an explanatory paragraph as to the change in methods of accounting for postretirement benefits other than pensions and for income taxes), appearing in and incorporated by reference in the Annual Report on Form 10-K of the Company for the year ended September 30, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP Atlanta, Georgia May 22, 1995 EX-24 5 POWERS OF ATTORNEY POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David R. Jones, Robert L. Goocher and Albert G. Norman, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 of Atlanta Gas Light Company covering up to 1,500,000 shares of Common Stock to be filed with the Securities and Exchange Commission, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This 5th day of May, 1995. /s/ Frank Barron, Jr. /s/ Albert G. Norman, Jr. ------------------------------ ------------------------------- Frank Barron Jr. Albert G. Norman, Jr. /s/ W. Waldo Bradley ------------------------------ ------------------------------- W. Waldo Bradley D. Raymond Riddle /s/ Otis A. Brumby, Jr. /s/ Betty L. Siegel ------------------------------ ------------------------------- Otis A. Brumby, Jr. Dr. Betty L. Siegel /s/ L. L. Gellerstedt, Jr. /s/ Ben J. Tarbutton, Jr. ------------------------------ ------------------------------- L. L. Gellerstedt, Jr. Ben J. Tarbutton, Jr. /s/ David R. Jones /s/ Charles McKenzie Taylor ------------------------------ ------------------------------- David R. Jones Charles McKenzie Taylor /s/ Kenneth D. Lewis /s/ Felker W. Ward, Jr. ------------------------------ ------------------------------- Kenneth D. Lewis Felker W. Ward, Jr. EX-27 6 FINANCIAL DATA SCHEDULE
UT 1,000,000 6-MOS SEP-30-1995 OCT-01-1994 MAR-31-1995 PER-BOOK 1,301 19 276 65 2 1,663 129 250 160 539 56 3 555 0 0 0 0 0 0 0 511 1,663 777 20 237 714 63 2 65 25 39 2 37 27 22 220 1.44 1.44