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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1997 Commission File Number 1-14174
AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
Georgia 58-2210952
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
303 Peachtree Street, N.E., Atlanta, Georgia
30308 404-584-9470
(Address and zip code of (Registrant's telephone
principal executive offices) number, including
area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $5 Par Value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
(Title of Class) (Name of exchange on
which registered)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
Aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the closing price of such stock as of
November 28, 1997: $1,112,067,483.
The number of shares of Common Stock outstanding as of November 28, 1997 was
56,665,859 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 1997 Annual Report to Shareholders for AGL Resources Inc. for
the fiscal year ended September 30, 1997 are incorporated herein by reference in
Part II and portions of the Proxy Statement for the 1998 Annual Meeting of
Shareholders are incorporated herein by reference in Part III.
TABLE OF CONTENTS
Page
PART I
Item 1. Business......................................................................................... 1
Item 2. Properties....................................................................................... 11
Item 3. Legal Proceedings................................................................................ 12
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 13
Item 4.(A). Executive Officers of the Registrant............................................................. 14
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters........................................................................................ 15
Item 6. Selected Financial Data.......................................................................... 15
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition............................................................................ 15
Item 8. Financial Statements and Supplementary Data...................................................... 15
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................................... 16
PART III
Item 10. Directors and Executive Officers of the Registrant............................................... 17
Item 11. Executive Compensation........................................................................... 17
Item 12. Security Ownership of Certain Beneficial Owners and Management................................... 17
Item 13. Certain Relationships and Related Transactions................................................... 17
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................. 18
Signatures .................................................................................................. 27
PART I
ITEM 1. BUSINESS
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides for the
use of cautionary statements accompanying forward-looking statements.
Disclosures provided contain forward-looking statements concerning, among other
things, deregulation, restructuring and environmental remediation.
Important factors that could cause actual results to differ materially
from those in the forward-looking statements include, but are not limited to,
the following: changes in price and demand for natural gas and related products;
uncertainty as to state and federal legislative and regulatory issues; the
effects of competition, particularly in markets where prices and providers
historically have been regulated; changes in accounting policies and practices;
uncertainty with regard to environmental issues and competitive issues in
general.
General
AGL Resources Inc. (AGL Resources) is a Georgia corporation incorporated
on November 27, 1995, for the primary purpose of becoming the holding company
for Atlanta Gas Light Company (AGL), a natural gas distribution utility, and its
subsidiaries. Unless noted specifically or otherwise required by the context,
references to AGL Resources include AGL, AGL's wholly owned natural gas
distribution utility subsidiary, Chattanooga Gas Company (Chattanooga), and AGL
Resources' nonregulated subsidiaries: AGL Energy Services, Inc. (AGL Energy
Services); AGL Investments, Inc. (AGL Investments); AGL Resources Service
Company (Service Company); and The Energy Spring, Inc. (Energy Spring). AGL
Energy Services has one nonregulated subsidiary, Georgia Gas Company. AGL
Investments has six nonregulated subsidiaries: AGL Propane, Inc. (formerly known
as Georgia Gas Service Company) (AGL Propane); AGL Consumer Services, Inc.; AGL
Gas Marketing, Inc.; AGL Power Services, Inc.; AGL Energy Wise Services, Inc.
and Trustees Investments, Inc. Unless noted specifically or otherwise required
by the context, references to AGL include the operations and activities of AGL
and Chattanooga.
AGL Resources' principal business is the distribution of natural gas to
customers in central, northwest, northeast and southeast Georgia and the
Chattanooga, Tennessee area through its natural gas distribution subsidiary,
AGL. AGL's major service area is the ten county metropolitan Atlanta area.
Metropolitan Atlanta has an estimated population of 3 million, constituting
approximately 41% of the total population of Georgia. Approximately 66% of AGL's
customers are located in the Atlanta metropolitan area. These customers consume
44% of the natural gas sold and transported and provide approximately 61% of the
gas revenues of AGL. AGL's other principal service areas in Georgia are the
Athens, Augusta, Brunswick, Macon, Rome, Savannah and Valdosta areas. During the
fiscal year ended September 30, 1997, AGL supplied natural gas service to an
average of approximately 1.4 million customers in Georgia including 490
centrally metered customers serving 48,056 apartment units. AGL provides natural
gas service in 231 cities and surrounding areas in Georgia.
In addition to AGL's service areas in Georgia, natural gas service was
supplied by Chattanooga to an average of approximately 54,000 customers in
Chattanooga and Cleveland, Tennessee, and surrounding portions of Hamilton
County and Bradley County, Tennessee during the fiscal year ended September 30,
1997. All of AGL's natural gas service area is certificated by the Georgia
Public Service Commission (Georgia Commission) and the Tennessee Regulatory
Authority (TRA).
1
Both industry and agriculture are currently important to the economies of
the areas served by AGL outside metropolitan Atlanta. In addition to the
industries that use local natural resources such as pulpwood, clay, marble, talc
and kaolin, AGL serves a number of nationally known organizations that operate
installations in Georgia. These operations increase substantially the
diversification of industry in AGL's service area.
During fiscal 1997, AGL added approximately 32,000 customers, based on
twelve-month average calculations, representing an increase over the prior year
of approximately 2.3%. Substantially all of this growth was in the residential
and small commercial service categories.
The ten largest customers of AGL accounted for 1.0% and .9% of AGL
Resources' total operating revenues and operating margin, respectively, for the
fiscal year ended September 30, 1997. For the same period, volumes of gas sold
and transported to the ten largest customers accounted for 11.6% of total
volumes of gas sold and transported.
AGL Resources' consolidated operating revenues during the fiscal year
ended September 30, 1997, were $1.3 billion, of which $1.2 billion
(approximately 95%) was derived from regulated operations and $72 million
(approximately 5%) from nonregulated operations. See Gas Sales and Statistics
below.
AGL Resources engages in nonregulated business activities through its
wholly owned subsidiaries, AGL Energy Services, a gas supply services company;
AGL Investments, a subsidiary established to develop and manage certain
nonregulated businesses; and The Energy Spring, a retail energy marketing
company. Service Company is a corporate support services company that allocates
its expenses to AGL Resources and its subsidiaries.
AGL Gas Marketing, Inc., a wholly owned subsidiary of AGL Investments,
holds a 35% ownership interest in Sonat Marketing Company L.P. (Sonat
Marketing). Sonat Marketing offers natural gas sales, transportation, risk
management and storage services to natural gas users and producers in key
natural gas producing and consuming areas of the United States. AGL Investments
has certain rights through August 2000 to sell its interest in Sonat Marketing
to Sonat, Inc. (Sonat) at a predetermined fixed price, as defined, or for fair
market value at any time.
AGL Power Services, Inc., a wholly owned subsidiary of AGL Investments
(AGL Power Services), holds a 35% ownership interest in Sonat Power Marketing,
L.P., which provides power marketing and all related services in key market
areas throughout the United States.
During December 1996 AGL Resources signed a letter of intent with
Transcontinental Gas Pipe Line Corporation (Transco) to form a joint venture,
which would be known as Cumberland Pipeline Company (Cumberland), to provide
interstate pipeline services to customers in Georgia and Tennessee. The
transaction is subject to various regulatory approvals. Initially, the 135-mile
Cumberland pipeline will include existing pipeline infrastructure owned by the
two companies extending from Walton County, Georgia, to Catoosa County, Georgia.
Projected to enter service by November 1, 2000, Cumberland will be positioned to
serve AGL, Chattanooga and other markets throughout the eastern Tennessee
Valley, northwest Georgia and northeast Alabama. Affiliates of Transco and AGL
Resources each will own 50% of Cumberland, and an affiliate of Transco will
serve as operator. It currently is anticipated that an open season for
subscriptions for capacity on Cumberland will be announced during the first
quarter of calendar year 1998, and the project will be submitted to the Federal
Energy Regulatory Commission (FERC) for approval during fiscal year 1998.
During November 1997, AGL Resources and Southern Natural Gas Company
(Southern), a subsidiary of Sonat, entered into a letter of intent to jointly
construct, own and operate a new liquefied natural gas peaking facility, Etowah
LNG (Etowah), in Polk County, Georgia. The transaction contemplated by the
letter of intent, is
2
subject to execution of a definitive agreement and to regulatory approvals. AGL
Resources and Southern each will own 50 percent of Etowah, the operations of
which will be subject to jurisdiction of the FERC.
The proposed plant will connect directly into AGL's and Southern's
pipelines. Etowah will provide natural gas storage and peaking services to AGL
and other southeastern customers. The new facility will cost approximately $90
million, with 3 billion-cubic-feet of natural gas storage capacity and 450
million-cubic-feet per day of vaporization capacity. Affiliates of AGL Resources
will manage the construction of the facility and operate it. Southern will
provide administrative services.
The companies announced an open season from December 1, 1997 to January
30, 1998 for Etowah subscriptions for peaking services and expect to file a
certificate application with the FERC in March 1998. Subject to receiving timely
FERC approval, construction will begin in early 1999 in order to provide peaking
services during the 2001-2002 winter heating season.
On September 30, 1997, AGL Resources and its subsidiaries had 3,035
employees. Approximately 724 employees working for AGL and 50 employees working
for Service Company are covered by provisions of collective bargaining
agreements. Those agreements provide for a $500 lump sum payment to each
bargaining unit employee in 1997 and 1998. It is anticipated that the majority
of bargaining unit employees will not receive an increase in base rates until
fiscal year 2000, at which time base rates are scheduled to increase by 3.5%.
The collective bargaining agreements expire in 2000 and 2001.
AGL holds franchises, permits, certificates and rights which management
believes are sufficient for the operation of its properties without any
substantial restrictions and adequate for the operation of its gas distribution
business.
In addition to its predominant business of natural gas distribution and
its investments in joint ventures, AGL Resources, through wholly owned
subsidiaries, engages in retail propane sales (AGL Propane), and has minor
interests in natural gas production activities (Georgia Gas Company) and real
estate holdings (Trustees Investments, Inc.). Effective February 1, 1997, AGL
Propane acquired eight related companies, the Jordan Gas Propane Companies.
Effective June 12, 1997, AGL Propane acquired Capitol Fuels, Inc., a retail
propane distribution company headquartered in Blairsville, Georgia. The
acquisitions of the Jordan Gas Propane Companies and Capitol Fuels, Inc. are
expected to increase the retail sales of AGL Propane's operations from 7 million
gallons annually to approximately 33 million gallons annually. As a result of
the acquisitions, AGL Propane will serve approximately 48,000 customers in
northern Georgia, northern Alabama and western North Carolina. The aggregate net
income contributed by nonregulated operations in fiscal 1997 was $3.1 million,
compared with $3.7 million in fiscal 1996.
The remainder of this page was intentionally left blank.
3
Gas Sales and Statistics
- -----------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED SEPTEMBER 30
1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------------
Operating Revenues (Millions of Dollars)
Sales of natural gas
Residential $ 728.5 $ 708.8 $ 610.6 $ 700.7 $ 658.2
Commercial 290.9 288.8 243.2 285.8 268.1
Industrial 148.0 178.8 169.4 172.1 154.2
Transportation revenues 28.5 21.5 23.9 22.6 33.8
Miscellaneous revenues 20.2 19.7 15.9 18.7 16.0
- -----------------------------------------------------------------------------------------------------------------------------
Total utility operating revenues 1,216.1 1,217.6 1,063.0 1,199.9 1,130.3
- -----------------------------------------------------------------------------------------------------------------------------
Other operating revenues 71.5 11.0 5.5
- -----------------------------------------------------------------------------------------------------------------------------
Total operating revenues $ 1,287.6 $ 1,228.6 $ 1,068.5 $ 1,199.9 $ 1,130.3
- -----------------------------------------------------------------------------------------------------------------------------
Utility Throughput
Therms sold (Millions)
Residential 986.1 1,165.4 916.8 1,003.1 1,001.4
Commercial 455.5 538.2 454.0 478.9 478.5
Industrial 344.9 449.6 526.0 424.8 388.7
Therms transported 1,014.5 738.7 722.8 697.4 795.6
- -----------------------------------------------------------------------------------------------------------------------------
Total utility throughput 2,801.0 2,891.9 2,619.6 2,604.2 2,664.2
- -----------------------------------------------------------------------------------------------------------------------------
Average Utility Customers (Thousands)
Residential 1,319.0 1,289.4 1,250.4 1,215.2 1,182.7
Commercial 104.5 102.5 100.0 98.0 95.7
Industrial 2.7 2.6 2.6 2.5 2.5
- -----------------------------------------------------------------------------------------------------------------------------
Total 1,426.2 1,394.5 1,353.0 1,315.7 1,280.9
- -----------------------------------------------------------------------------------------------------------------------------
Sales, Per Average Residential Utility Customer
Gas sold (Therms) 748 904 733 825 847
Revenue $ 552.00 $ 550.00 $ 488.32 $ 576.61 $ 556.52
Revenue per therm (cents) 73.9 60.8 66.6 69.9 65.7
Degree Days - Atlanta Area
30-year normal 2,991 2,991 2,991 2,991 3,021
Actual 2,402 3,191 2,121 2,565 2,852
Percentage of actual to 30-year normal 80.3 106.7 70.9 85.8 94.4
Gas Account (Millions of Therms)
Natural gas purchased 1,323.4 1,632.9 1,406.9 1,453.6 1,629.9
Natural gas withdrawn from storage 472.4 596.0 520.7 500.3 276.4
Natural gas transported 1,014.5 738.7 722.8 697.4 795.6
- -----------------------------------------------------------------------------------------------------------------------------
Total send-out 2,810.3 2,967.6 2,650.4 2,651.3 2,701.9
Less
Unaccounted for 1.3 60.4 20.4 37.2 29.0
Company use 8.0 15.3 10.4 9.9 8.7
- -----------------------------------------------------------------------------------------------------------------------------
Sold and transported to utility customers 2,801.0 2,891.9 2,619.6 2,604.2 2,664.2
- -----------------------------------------------------------------------------------------------------------------------------
Cost of Gas (Millions of Dollars)
Natural gas purchased $ 532.5 $ 547.1 $ 389.4 $ 550.1 $ 595.7
Natural gas withdrawn from storage 175.7 171.6 182.4 186.7 105.3
- -----------------------------------------------------------------------------------------------------------------------------
Cost of gas - utility operations 708.2 718.7 571.8 736.8 701.0
- -----------------------------------------------------------------------------------------------------------------------------
Cost of gas - other 58.3 6.8 2.3
- -----------------------------------------------------------------------------------------------------------------------------
Total cost of gas $ 766.5 $ 725.5 $ 574.1 $ 736.8 $ 701.0
- -----------------------------------------------------------------------------------------------------------------------------
Utility Plant - End of Year (Millions of Dollars)
Gross plant $ 2,069.1 $ 1,969.0 $ 1,919.9 $ 1,833.2 $ 1,740.6
Net plant $ 1,420.3 $ 1,361.2 $ 1,336.6 $ 1,279.6 $ 1,217.9
Gross plant investment per utility customer
(Thousands of Dollars) $ 1.5 $1.4 $ 1.4 $ 1.4 $ 1.4
Capital Expenditures (Millions of Dollars) $ 147.7 $ 132.5 $ 121.7 $ 122.5 $ 122.2
Gas Mains - Miles of 3" Equivalent 30,261 29,045 28,520 27,972 27,390
Employees - Average 2,986 2,942 3,249 3,764 3,764
Average Btu Content of Natural Gas 1,024 1,024 1,027 1,032 1,027
- -----------------------------------------------------------------------------------------------------------------------------
4
Gas Supply Services, Pricing and Competition
General. AGL is served directly by four interstate pipelines: Southern
Natural Gas Company (Southern), South Georgia Natural Gas Company (South
Georgia), Transcontinental Gas Pipe Line Company (Transco) and East Tennessee
Natural Gas Company (East Tennessee) in combination with its upstream pipeline,
Tennessee Gas Pipeline Company (Tennessee), the parent company and primary
source of gas for East Tennessee.
As a result of the FERC's Order 636 deregulation initiative, AGL, along
with the nation's other local distribution companies, bear responsibility for
gas supply strategy decisions which are ultimately subject to review by state
regulatory commissions. AGL's business is highly seasonal in nature and heavily
dependent on weather because of the substantial use of natural gas for heating
purposes.
Gas Supply Plan Filing. Pursuant to legislation enacted by the Georgia
General Assembly, each investor-owned local gas distribution company is required
to file on or before August 1 of each year a proposed gas supply plan for the
subsequent year, as well as a proposed cost recovery factor.
AGL's 1997 Gas Supply Plan, that was approved by the Georgia Commission
included limited gas supply hedging activities. On August 1, 1997, AGL filed its
Gas Supply Plan for fiscal year 1998, which consists of gas supply,
transportation and storage options designed to provide reliable service to firm
customers at the best cost. On September 12, 1997, the Georgia Commission
approved the entire supply portfolio contained in the Gas Supply Plan for fiscal
year 1998.
As part of the Gas Supply Plan for fiscal year 1998, AGL is authorized to
enter into an expanded program to hedge up to one half of its estimated monthly
winter wellhead purchases and establish a price for those purchases at an amount
other than the beginning of the month index price to create an additional
element of diversification and price stability. The financial results of all
hedging activities are passed through to firm service customers under the
purchased gas provisions of AGL's rate schedules. Accordingly, there is no
earnings impact as a result of the hedging program.
Additionally, the approved plan contains a gas supply incentive mechanism
for off-system sales and capacity release revenues that is consistent with the
incentive mechanism in the Natural Gas Competition and Deregulation Act (Georgia
Gas Act), signed into law on April 14, 1997, whereby AGL and its firm customers
share in any benefits produced from the incremental use of gas supply assets.
Firm Pipeline Transportation and Underground Storage. The table on the
following page shows the amount of firm transportation and describes the types
and amounts of underground storage that both AGL and Chattanooga have elected or
been assigned under Order 636. The table also shows services that were not
affected by the implementation of Order 636.
5
Production Area Supplemental
Maximum Underground Underground
Firm Storage Maximum Storage Maximum
Transportation Withdrawal Withdrawal Expiration
DT/Day (1) DT/Day (2) DT/Day (3) Date
------------ -------------- -------------- ---------
ATLANTA GAS LIGHT COMPANY
Southern
Firm Transportation 617,559 August 31, 2002
Firm Transportation 46,223 August 31, 2003
Firm Transportation 111,192 April 30, 2007
Firm Transportation 1,021 June 30, 2007
CSS 390,113 August 31, 2002
CSS 24,640 August 31, 2003
ANR - 50 113,000 March 31, 2003
ANR - 100 55,500 March 31, 2003
Transco
Firm Transportation 111,366 March 31, 2010
Firm Transportation 15,525 July 1, 2005
Firm Transportation 6,440 March 17, 2008
Firm Transportation 4,658 October 31, 2009
WSS 73,059 March 31, 2010
ESS 31,357 October 31, 2013
GSS 59,012 June 30, 2001 (4)
GSS 70,296 March 31, 2013 (4)
LSS 18,040 March 31, 1994 (5)
SS-1 20,918 March 31, 2009
LGA 42,975 October 31, 1991 (5)
Cove Point LNG 69,000 April 15, 2001
Supplemental Peaking 15,000 March 31, 2001
Tennessee/East Tennessee
Firm Transportation 63,860 November 1, 2000
FS Storage 30,572 November 1, 2000
CNG 3,404 March 31, 2001
South Georgia
Firm Transportation 12,115 April 30, 2007
ANR - 100 708 March 31, 2003
CSS 6,906 February 28, 1998
============ ============== ==============
Total 989,959 560,051 464,449
============ ============== ==============
CHATTANOOGA GAS COMPANY
Southern
Firm Transportation 4,747 August 31, 2003
Firm Transportation 14,346 August 31, 2003
Firm Transportation 3,369 April 30, 2007
Firm Transportation 5,105 November 1, 2006
CSS 14,346 August 31, 2003
Tennessee/East Tennessee
Firm Transportation 46,350 November 1, 2000
FS Storage 21,400 November 1, 2000
CNG 2,471 March 31, 2001
============ ==============
Total 73,917 38,217
============ ==============
(1) Contracts that formerly were stated in thousands of cubic feet (Mcf) now
are stated in dekatherms (DT), in accordance with new Gas Industry
Standards Board standards. All contracts of AGL and Chattanooga have been
amended to comply with the new standards.
(2) Production area storage requires a complementary amount of the firm
transportation capacity identified in the first column to move storage gas
withdrawals to AGL's service area.
(3) Supplemental underground storage withdrawals include delivery to AGL's
service area and do not require any of the firm transportation capacity
identified in the first column. Injections into supplemental underground
storage require incremental transportation, primarily from transportation
identified in Column 1.
(4) Expiration dates are shown for these contracts although contracts have not
yet been executed. AGL is operating under Natural Gas Act (NGA)
certificate authority while negotiating these contracts.
(5) AGL is operating under NGA certificate authority while negotiating these
contracts.
6
Wellhead Supply. AGL and Chattanooga have entered into firm wellhead
supply contracts for 378,205 DT/day and 34,696 DT/day, respectively, to supply
their firm transportation and underground storage capacity. AGL is finalizing
contract negotiations for additional firm wellhead supply contracts of 130,000
DT/day. Those contracts will be completed during the first quarter of 1998. AGL
also purchases spot market gas as needed during the year.
Liquefied Natural Gas. To meet the demand for natural gas on the coldest
days of the winter months, AGL must also maintain sufficient supplemental
quantities of liquefied natural gas (LNG) in its supply portfolio. AGL's three
strategically located Georgia-based LNG plants -- north and south of Atlanta and
near Macon -- provide a combined maximum daily supplement of approximately
815,000 Mcf and a combined usable storage capacity of 72 million gallons,
equivalent to 5,952,000 Mcf. Chattanooga's LNG plant provides a maximum daily
supplement of approximately 90,000 Mcf and has a usable storage capacity of 13
million gallons, equivalent to 1,076,000 Mcf.
Competition
Alternative Fuels and Competitive Pricing. AGL competes to supply natural
gas to interruptible customers who are capable of switching to alternative
fuels, including propane, fuel and waste oils, electricity and, in some cases,
combustible wood by-products. AGL also competes to supply gas to interruptible
customers who might seek to bypass its distribution system.
AGL can price distribution services to interruptible customers four ways.
First, multiple rates are established under the rate schedules of AGL's tariff
approved by the Georgia Commission. If an existing tariff rate does not produce
a price competitive with a customer's relevant competitive alternative, three
alternate pricing mechanisms exist: Negotiated Contracts, Interruptible
Transportation and Sales Maintenance (ITSM) discounts and Special Contracts.
On February 17, 1995, the Georgia Commission approved a settlement that
permits AGL to negotiate contracts with customers who have the option of
bypassing AGL's facilities (Bypass Customers) to receive natural gas from other
suppliers. The bypass avoidance contracts (Negotiated Contracts) can be
renewable, provided the initial term does not exceed five years, unless a longer
term specifically is authorized by the Georgia Commission. The rate provided by
the Negotiated Contract may be lower than AGL's filed rate, but not less than
AGL's marginal cost of service to the potential Bypass Customer. Service
pursuant to a Negotiated Contract may commence without Georgia Commission
action, after a copy of the contract is filed with the Georgia Commission.
Negotiated Contracts may be rejected by the Georgia Commission within 90 days of
filing; absent such action, however, the Negotiated Contracts remain in effect.
All of the Negotiated Contracts filed to date with the Georgia Commission are in
effect.
The settlement also provides for a bypass loss recovery mechanism to
operate until the earlier of September 30, 1998, or the effective date of new
rates for AGL resulting from a general rate case. Under the recovery mechanism,
AGL is allowed to recover from other customers 75% of the difference between (a)
the nongas cost revenue that was received from the potential Bypass Customer
during the most recent twelve-month period and (b) the nongas cost revenue that
is calculated to be received from the lower Negotiated Contract rate applied to
the same volumetric level. Concerning the remaining 25% of the difference, AGL
is allowed to retain 44% of firm customers' share of capacity release revenues
in excess of $5 million until AGL is made whole for discounts from Negotiated
Contracts.
In addition to Negotiated Contracts, which are designed to serve existing
and potential Bypass Customers, AGL's ITSM Rider continues to permit discounts
for short-term transactions to compete with alternative fuels. Revenue
shortfalls, if any, from interruptible customers as measured by the test-year
interruptible revenues
7
determined by the Georgia Commission in AGL's 1993 rate case, will continue to
be recovered under the ITSM Rider.
The settlement approved by the Georgia Commission also provides that AGL
may file contracts (Special Contracts) for Georgia Commission approval if the
service cannot be provided through the ITSM Rider, existing rate schedules, or
Negotiated Contract procedures. A Special Contract, for example, could involve
AGL providing a long-term service contract to compete with alternative fuels
where physical bypass is not the relevant competition.
Pursuant to the approved settlement, AGL has filed and is providing
service pursuant to more than 50 Negotiated Contracts. Additionally, the Georgia
Commission has approved Special Contracts between AGL and seven interruptible
customers.
On November 27, 1996, the TRA approved an experimental rule allowing
Chattanooga to negotiate contracts with large commercial and industrial
customers who have long-term competitive options, including bypass. The
experimental rule provides that before any such customer is allowed a discounted
rate, both the large customer and Chattanooga must petition the TRA for prior
approval of the rates set forth in the contract. On October 7, 1997, the TRA
denied petitions filed by Chattanooga and four large customers for discounted
rates pursuant to the experimental rule upon a finding that customer bypass was
not imminent.
Natural Gas Competition and Deregulation Act (Georgia Gas Act). For
information regarding competitive initiatives as a result of the implementation
of the Georgia Gas Act, see Part I, Item 1, "Business - State Regulatory
Matters" immediately below.
State Regulatory Matters
Atlanta Gas Light Company - Unbundling and Rate Filing. The 1997 session
of the Georgia General Assembly enacted legislation that provides a legal
framework for comprehensive deregulation of many aspects of the natural gas
business in Georgia. The Georgia Gas Act was signed into law by Governor Zell
Miller on April 14, 1997.
On November 26, 1997, AGL filed with the Georgia Commission notice of its
election to be subject to this new law and to establish separate rates for
unbundled services. AGL filed contemporaneously an application with the Georgia
Commission to have its distribution rates, charges, classifications and services
regulated pursuant to performance-based regulation. The filing requests an
increase in revenues of $18.6 million annually. The requested increase includes
the costs to support changes in AGL's business systems to ensure reliable
service to customers and that the systems are in place to serve new gas
suppliers in the competitive marketplace.
Within seven months from the date of such filing, the Georgia Commission
must issue an order approving the plan as filed or with modification. Retail
marketing companies, including AGL affiliates, may now file with the Georgia
Commission separate certificate of authority applications to sell natural gas to
firm customers connected to AGL's delivery system. It is currently anticipated
that marketers who become certificated by the Georgia Commission may begin
offering natural gas sales services to customers of AGL by November 1998.
The Georgia Gas Act provides a transition period leading to a condition
of effective competition in all natural gas markets. AGL, as an electing
distribution company, will unbundle all services to its natural gas customers,
allocate firm delivery capacity to certificated marketers selling the gas
commodity and create a secondary market for interruptible transportation
capacity. Certificated marketers, including nonregulated affiliates of AGL, will
compete to sell natural gas to all customers at market-based prices. AGL will
continue to provide intrastate delivery of gas to end users through its existing
system, subject to continued rate regulation by the Georgia Commission. As a
result of the election to be subject to the Georgia Gas Act, it is expected that
the
8
purchased gas adjustment provisions included in AGL's rate schedules will be
discontinued during fiscal 1999. The November 26, 1997, filing contains a
provision to true-up any over-recovery or under-recovery that may exist at the
time such purchased gas adjustment provisions are discontinued. Accordingly, AGL
will no longer defer any over-recoveries or under-recoveries of gas costs when
the purchased gas adjustment provisions are discontinued. In addition, the
Georgia Commission will continue to regulate safety, access and quality of
service pursuant to an alternative form of regulation.
The Georgia Gas Act provides marketing standards and rules of business
practice to ensure the benefits of a competitive natural gas market are
available to all customers on AGL's system. The act imposes on marketers an
obligation to serve with a corresponding universal service fund that provides a
funding mechanism for uncollectible accounts and enables AGL to expand its
facilities and serve the public interest.
Additionally, the Georgia Gas Act requires that the Georgia Commission
issue rules and regulations by December 31, 1997, for certification of marketers
and assignment of firm customers to marketers for customers who ultimately do
not select a marketer after competition is fully developed.
AGL supported the regulatory initiatives provided for by the Georgia Gas
Act for several reasons. AGL currently makes no profit on the purchase and sale
of gas because actual gas procurement costs are passed through to customers
under the purchased gas provisions of AGL's rate schedules. Earnings are
provided through revenues received for intrastate transportation of the
commodity. Consequently, allowing AGL to cease its sales service function and
the associated sales obligation would not affect AGL's ability to earn a return
on its distribution system investment. Allowing gas to be sold to all customers
by numerous retail marketing companies, including nonregulated subsidiaries of
AGL Resources, would provide new business opportunities.
On May 21, 1996, the Georgia Commission adopted a Policy Statement
concerning changes in state regulatory guidelines to respond to trends toward
increased competition in natural gas markets. Consistent with the specific goals
expressed in the Policy Statement, AGL filed on June 10, 1996, the Natural Gas
Service Provider Selection Plan (the Plan), a comprehensive plan for serving
interruptible markets. The Plan proposed further unbundling of services to
provide large customers more service options and the ability to purchase only
those services they required. As a result of various procedural delays, a
decision on the proposed Plan had not been reached by the Georgia Commission
prior to AGL's election to be subject to the Georgia Gas Act. Since
implementation of the Plan would be unlikely to occur significantly in advance
of implementation of AGL's election under the Georgia Gas Act, the Plan could
not serve as a meaningful opportunity for AGL, marketers and end-use customers
to gain experience with pooling and aggregation of loads. Consequently,
simultaneous with the filings of the notice of election under the Georgia Gas
Act on November 26, 1997, AGL filed with the Georgia Commission a notice of
withdrawal of the Plan.
Chattanooga Gas Company - Rate Filing. On May 1, 1997, Chattanooga filed
a rate proceeding with the TRA seeking an increase in revenues of $4.4 million
annually. Revenues from the rate increase would be used to improve and expand
Chattanooga's natural gas distribution system; to recover increased operation,
maintenance and tax expenses; and, to provide a reasonable return to investors.
Under the TRA's rules and regulations, the effective date of the requested new
rates was suspended until November 1, 1997. Hearings in the rate proceeding were
scheduled to begin on October 13, 1997. On October 3, 1997, all parties to the
proceeding filed a motion with the TRA requesting that the hearings be continued
and that the suspended effective date for new rates be extended to afford an
opportunity to pursue settlement discussions. On October 7, 1997, the TRA
granted the motion. The TRA has rescheduled the hearings in this case to begin
on February 9, 1998.
AGL cannot predict the outcome of those state regulatory proceedings nor
determine the ultimate effect, if any, such proceeding may have on AGL.
9
Federal Regulatory Matters
FERC Order 636 Transition Costs Settlement Agreements. During the past
decade, the FERC has dramatically transformed the natural gas industry through a
series of generic orders promoting competition in the industry. As part of this
transformation, the interstate pipelines that serve AGL have been required to
unbundle their transportation and gas supply services and to provide
transportation service on a nondiscriminatory basis for gas supplied by numerous
gas producers or other third parties. The FERC is considering further changes to
its regulatory structure, including, but not limited to, potential revisions to
its policies governing secondary market transactions and revisions to permit
pipelines and their customers to establish individually negotiated terms and
conditions of service that depart from pipeline tariff rules. AGL cannot predict
the likelihood that such initiatives will be adopted or the effect of those
potential changes upon AGL.
Based on filings with the FERC by its pipeline suppliers, AGL currently
estimates that its total portion of transition costs from all of its pipeline
suppliers will be approximately $105.8 million. Approximately $92.2 million of
such costs has been incurred by AGL as of September 30, 1997, and is being
recovered from its customers under the purchased gas provisions of AGL's rate
schedules.
In conjunction with the regulatory changes mandated by the FERC, AGL has
been required to pay transition costs associated with the unbundling of its
interstate pipeline suppliers, including substantial gas supply realignment
(GSR) costs billed to AGL by Southern and Tennessee. AGL and other parties have
entered into restructuring settlements with Southern and Tennessee which resolve
all transition cost issues for those pipelines. Pursuant to the Southern
settlement, AGL's share of Southern's transition costs is estimated to be $87.6
million, $79.4 million of which has been incurred by AGL as of September 30,
1997. The Southern settlement has been approved by the FERC, but is subject to
judicial review; thus, AGL's ultimate liability for Southern's transition costs
is not finally established. Pursuant to the Tennessee settlement, AGL's share of
Tennessee's transition costs is estimated to be $14.7 million, $9.6 million of
which has been incurred by AGL as of September 30, 1997. The Tennessee
settlement is final, as it has been approved by the FERC and is no longer
subject to judicial review. See Part I, Item 1, "Business - Gas Supply Services,
Pricing and Competition" in this Form 10-K for further discussion of recovery of
gas costs.
FERC Rate Proceedings. AGL also is participating in various rate
proceedings before the FERC involving applications for rate changes filed by its
pipeline suppliers. These proceedings typically involve numerous issues
concerning the pipeline's cost of service, allocation of costs to different
services, and rate design. A variety of cost allocation and rate design
proposals typically are advanced by the pipeline's customers, making it
impossible to forecast the precise effect of any given rate change filing on
AGL's operations. AGL is authorized to recover the costs paid to its pipeline
suppliers from its customers through the purchased gas provisions of its rate
schedules. To the extent that these cases have not been settled, as described
below, the rates filed in these proceedings have been accepted, and made
effective subject to refund and the outcome of the FERC proceedings.
Southern. As noted above, the FERC has approved the restructuring
settlement agreement between AGL, Southern and other customers that resolves all
issues between AGL and Southern for Southern's outstanding rate proceedings,
subject to judicial review.
Tennessee. AGL is involved in two ongoing Tennessee rate proceedings.
The FERC has approved a comprehensive settlement providing for a reduction of
approximately $83 million in the cost of service underlying Tennessee's rates in
effect since July 1, 1995. The FERC's orders approving the settlement are being
challenged on judicial review. AGL's estimated annual reduction in cost is $2.2
million. The FERC's orders in a prior Tennessee rate case involving rate design
changes to be effective prospectively are being challenged on judicial review.
10
Transco. AGL is involved in three ongoing Transco rate proceedings. The
FERC has approved a partial settlement providing for a reduction of
approximately $58 million in the cost of service underlying Transco's rates that
were in effect between September 1, 1995 and April 30, 1997. The estimated
annual reduction in costs to AGL is $2.4 million. The partial settlement also
reserves certain issues for litigation, which is ongoing. The FERC's orders
approving the settlement are being challenged on judicial review. In addition,
parties are litigating a subsequent Transco rate filing, under which Transco has
increased its rates by approximately $51 million effective May 1, 1997, subject
to refund and a hearing. Finally, the FERC's orders in a prior Transco rate
proceeding are being challenged on judicial review.
ANR Pipeline. In the ANR Pipeline Company (ANR) rate case, a FERC
administrative law judge has issued an initial decision upholding AGL's position
that ANR's proposed rate was excessive for certain transportation services
Southern purchases from ANR for AGL's benefit. Under the initial decision, which
is subject to approval by the FERC, Southern would receive refunds from ANR, as
well as future rate reductions, which would flow through to AGL. The FERC has
not yet acted upon the initial decision.
AGL cannot predict the outcome of those federal proceedings nor
determine the ultimate effect, if any, such proceedings may have on AGL.
Year 2000
AGL Resources uses several computer application programs written over
many years using two-digit year fields to define the applicable year, rather
than four-digit year fields. Programs that are time-sensitive may recognize a
date using "00" as the year 1900 rather than the year 2000. That
misinterpretation of the year could result in incorrect computation or computer
shutdown.
AGL Resources has identified the systems that could be affected by the
year 2000 issue and is developing a plan to resolve the issue. The plan
contemplates, among other things, the replacement or modification of existing
data processing systems as necessary. Management is in the process of developing
cost estimates associated with the implementation of the plan. Those costs are
not expected to significantly impact AGL Resources' consolidated financial
statements.
Management believes that with the appropriate modification, AGL Resources
will be able to operate its time-sensitive business systems through the turn of
the century.
ITEM 2. PROPERTIES
AGL Resources considers its property and the property of its subsidiaries
to be well maintained, in good operating condition and suitable for their
intended purposes.
AGL's properties consist primarily of distribution systems and related
facilities and local offices serving 235 cities and surrounding areas in the
State of Georgia and 12 cities and surrounding areas in the State of Tennessee.
As of September 30, 1997, AGL had 26,379 miles of mains and 5,952,000 Mcf of LNG
storage capacity in three LNG plants to supplement the gas supply in very cold
weather or emergencies. Chattanooga
had 1,373 miles of mains and 1,076,000 Mcf of LNG storage capacity in its one
LNG plant. At September 30, 1997, AGL's gross utility plant amounted to
approximately $2.1 billion.
AGL Resources' gross nonutility property amounted to approximately $106
million, consisting principally of assets related to Service Company.
11
ITEM 3. LEGAL PROCEEDINGS
The nature of the business of AGL Resources and its subsidiaries
ordinarily results in periodic regulatory proceedings before various state and
federal authorities and/or litigation incidental to the business. For
information regarding regulatory proceedings, see the preceding sections in Part
I, Item 1, "Business - State Regulatory Matters" and "Business - Federal
Regulatory Matters."
Environmental Matters
AGL has identified nine sites in Georgia where it currently owns all or
part of a manufactured gas plant (MGP) site. In addition, AGL has identified
three other sites in Georgia which AGL does not own, but that may have been
associated with the operation of MGPs by AGL or its predecessors.
Those sites are potentially subject to a variety of regulatory programs.
AGL's response to MGP sites in Georgia is proceeding under two state regulatory
programs: the Georgia Hazardous Waste Management Act (HWMA) and the Hazardous
Site Response Act (HSRA). Some degree of response action, under one or both of
those programs, is likely to be required at most of the Georgia sites.
AGL also has identified three sites in Florida which may have been
associated with AGL or its predecessors. AGL does not own any of the former MGP
sites in Florida. However, AGL has been contacted by the current owners of two
of those sites. In addition, AGL has received a "Special Notice Letter" from the
U.S. Environmental Protection Agency (EPA) with respect to one of the two sites.
AGL expects that some degree of response action is likely to be required at
those two sites. AGL currently is negotiating with both regulatory authorities
and other potentially responsible parties to determine the extent of its
responsibility for the two sites.
AGL has estimated the investigation and remediation expenses likely to be
associated with the former MGP sites. First, AGL has identified several sites
where it has concluded that no significant response actions are reasonably
likely in the foreseeable future and therefore has not made any cost projections
for these sites. Second, since response cost liabilities are often spread among
potentially responsible parties, AGL's ultimate liability will, in some cases,
be limited to AGL's equitable share of such expenses under the circumstances.
Therefore, where reasonably possible, AGL has attempted to estimate the range of
AGL's equitable share, given current cost sharing arrangements, combined with
AGL's current knowledge of relevant facts, including the current methods of
equitable apportionment and the solvency of potential contributors. Where such
an estimation was not reasonably possible, AGL has estimated a range of expenses
without adjustment for AGL's equitable share. Finally, AGL has, with the
assistance of outside consultants, prepared estimates of the range of future
investigation and remediation costs for those sites where further action appears
likely.
Applying these concepts to those sites where some future action presently
appears reasonably possible, AGL currently estimates that the future cost to AGL
of investigating and remediating the former MGP sites could be as low as $37.3
million or as high as $76.5 million. That range does not include other expenses,
such as unasserted property damage claims, for which AGL may be held liable, but
for which neither the existence nor the amount of such liabilities can be
reasonably forecast. Within the stated range of $37.3 million
to $76.5 million, no amount within the range can be identified reliably as a
better estimate than any other estimate. Therefore, a liability at the low end
of that range has been recorded in the financial statements.
AGL has two means of recovering the expenses associated with the former
MGP sites. First, the Georgia Commission has approved the recovery by AGL of
Environmental Response Costs, as defined, pursuant to an Environmental Response
Cost Recovery Rider (ERCRR). 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. A
regulatory asset in the amount of $55 million has been recorded in the financial
statements to reflect the recovery of those costs through the ERCRR.
12
In connection with the ERCRR, the staff of the Georgia Commission has
undertaken a financial and management process audit related to the MGP sites,
cleanup activities at the sites, and environmental response costs that have been
incurred for purposes of the ERCRR. On October 10, 1996, the Georgia Commission
issued an order to prohibit funds collected through the ERCRR from being used
for payment of any damage award, including punitive damages, as a result of any
litigation associated with the MGP sites in which AGL is involved. On October
22, 1997, the Georgia Commission issued an order rescinding its 1996 order. The
Georgia Commission has scheduled a hearing for February 16, 1997 to consider
three issues relating to the ERCRR. Specifically, the Georgia Commission is to
consider whether the term "Environmental Response Costs" should include punitive
damages, whether AGL should be required to provide an annual accounting for
revenue recovered from customers through the ERCRR, and whether a schedule
should be established for site remediation.
Second, AGL intends to seek recovery of appropriate costs from its
insurers and other potentially responsible parties. During fiscal 1997 AGL
recovered $5.7 million from its insurance carriers and other potentially
responsible parties. In accordance with provisions of the ERCRR, AGL recognized
other income of $1.4 million and established regulatory liabilities for the
remainder of the recoveries.
On February 10, 1995, a class action lawsuit captioned Trinity Christian
Methodist Episcopal Church, et al. v. Atlanta Gas Light Company, No. 95-RCCV-93,
was filed in the Superior Court of Richmond County, Georgia, seeking to recover
for damage to property owned by persons adjacent to and nearby the former
manufactured gas plant site in Augusta, Georgia. On December 13, 1996, the
parties reached a preliminary settlement, which was approved by the Court on
April 15, 1997. Pursuant to the settlement, there is a claims process before an
umpire to determine either the full fair market value of properties tendered to
AGL or the diminution in fair market value of properties not tendered to AGL.
Settlements have been paid to 188 property owners in the class totaling
approximately $2.9 million, including legal fees and expenses of the plaintiffs.
There are seven settlements yet to be paid. One settlement of approximately
$64,000, including attorney's fees, is pending reconsideration, and AGL has
filed motions to vacate six settlements totaling approximately $4.3 million.
Orders were entered denying the motions to vacate. AGL has filed notices of
appeal with the Georgia Court of Appeals seeking to reverse the denial of the
motions to vacate.
Other Legal Proceedings
With regard to other legal proceedings, AGL Resources is a party, as both
plaintiff and defendant, to a number of other suits, claims and counterclaims on
an ongoing basis. Management believes that the outcome of all litigation in
which it is involved will not have a material adverse effect on the consolidated
financial statements of AGL Resources.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
13
ITEM 4.(A) EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below, in accordance with General Instruction G(3) of Form 10-K
and Instruction 3 of Item 401(b) of Regulation S-K, is certain information
regarding the executive officers of AGL Resources. Unless otherwise indicated,
the information set forth is as of September 30, 1997.
David R. Jones, age 60, President and Chief Executive Officer of AGL Resources
since January 1996; Chairman and Chief Executive Officer of AGL since August
1997; President and Chief Executive Officer of AGL from 1988 until August 1997;
Chairman and Chief Executive Officer of Service Company since August 1997;
President and Chief Executive Officer of Service Company from August 1996 until
August 1997; director of AGL Resources since November 1995; director of AGL
since January 1985; and Chairman of the Board of Directors of the Federal
Reserve Bank of Atlanta.
Charles W. Bass, age 50, Executive Vice President and Chief Operating Officer of
AGL Resources since August 1996; Executive Vice President Market Service and
Development of AGL from 1994 until 1996; and Senior Vice President Governmental
and Regulatory Affairs of AGL from 1988 until 1994.
Thomas H. Benson, age 52, Executive Vice President of AGL Resources since August
1996; President and Chief Operating Officer of AGL since August 1997; Executive
Vice President and Chief Operating Officer of AGL from August 1996 until August
1997; Executive Vice President Customer Operations of AGL from 1994 until 1996;
and Senior Vice President Operations and Engineering of AGL from 1988 until
1994.
Robert L. Goocher, age 47, Executive Vice President of AGL Resources since
August 1996; President and Chief Operating Officer of Service Company since
August 1997; Executive Vice President and Chief Operating Officer of Service
Company from August 1996 until August 1997; Executive Vice President Business
Support of AGL from 1994 until 1996; Senior Vice President and Chief Financial
Officer of AGL from 1992 until 1994; and Vice President Finance of AGL from 1991
until 1992.
Charlie J. Lail, age 58, Senior Vice President Operations Improvement of AGL
since 1994; Senior Vice President Divisions of AGL from 1992 until 1994; and
Vice President Divisions of AGL from 1991 until 1992.
Richard H. Woodward, age 50, Vice President of AGL Resources and President of
AGL Investments since August 1996; Senior Vice President Business Development of
AGL from 1994 until 1996; and Senior Vice President Corporate Services of AGL
from 1988 until 1994.
Michael D. Hutchins, age 46, Vice President Operations and Engineering of AGL
since 1994; and Vice President Engineering of AGL from 1989 until 1994.
Clayton H. Preble, age 50, Vice President of AGL Resources since August 1996;
President of The Energy Spring since July 1996; Vice President Marketing of AGL
from November 1994 until July 1996; Vice President Corporate Planning of AGL
from February 1994 until November 1994; Director Corporate Planning of AGL from
1992 until 1994; and Northeast Georgia Division manager of AGL from 1991 until
1992.
J. Michael Riley, age 46, Vice President and Chief Financial Officer of AGL
Resources since August 1996 and Vice President and Chief Financial Officer of
AGL since November 1996; Vice President Finance and Accounting of AGL from 1994
until 1996; and Vice President and Controller of AGL from 1991 until 1994.
There are no family relationships among the executive officers.
14
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information relating to the market for holders of and dividends on AGL
Resources' common stock is set forth under the caption "Shareholder Information"
on page 55 in the AGL Resources' 1997 Annual Report. Such information is
incorporated herein by reference. Portions of the 1997 Annual Report are filed
as Exhibit 13 to this report.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for AGL Resources for each year of the five-year
period ended September 30, 1997 is set forth under the caption "Selected
Financial Data" on page 51 of AGL Resources' 1997 Annual Report referred to in
Item 5 above. Such five-year selected financial data is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
A discussion of AGL Resources' results of operations and financial
condition is set forth under the caption "Management's Discussion and Analysis
of Results of Operations and Financial Condition" on pages 22 through 31 of AGL
Resources' 1997 Annual Report referred to in Item 5 above. Such discussion is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of AGL Resources, which are set forth
on pages 32 through 50 of AGL Resources' 1997 Annual Report referred to in Item
5 above, are incorporated herein by reference:
Statements of Consolidated Income for the years ended September 30, 1997,
1996 and 1995.
Statements of Consolidated Cash Flows for the years ended September 30,
1997, 1996 and 1995.
Consolidated Balance Sheets as of September 30, 1997 and 1996.
Statements of Consolidated Common Stock Equity for the years ended
September 30, 1997, 1996 and 1995.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
The remainder of this page was intentionally left blank.
15
The supplementary financial information required by Item 302 of
Regulation S-K is set forth in Note 15 in Notes to Consolidated Financial
Statements in AGL Resources' 1997 Annual Report to Shareholders.
The following supplemental data is submitted herewith:
Financial Statement Schedule - Valuation and Qualifying Account -
Allowance for Uncollectible Accounts.
Independent Auditors' Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
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16
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to nominees for director of AGL Resources is set
forth under the caption "Election of Directors" in the Proxy Statement for the
1998 Annual Meeting of Shareholders. Such information is incorporated herein by
reference. The definitive Proxy Statement will be filed with the Securities and
Exchange Commission within 120 days after AGL Resources' fiscal year end.
Information relating to the executive officers of AGL Resources, pursuant to
Instruction 3 of Item 401(b) of Regulation S-K and General Instruction G(3) of
Form 10-K, is set forth at Part I, Item 4(A) of this report under the caption
"Executive Officers of the Registrant."
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation is set forth under the
caption "Executive Compensation" in the Proxy Statement referred to in Item 10
above. Such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to ownership of common stock of AGL Resources by
certain persons is set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement referred to in Item 10
above. Such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to existing or proposed relationships or
transactions between AGL Resources and any affiliate of AGL Resources is set
forth under the caption "Compensation Committee Interlocks and Insider
Participation" in the Proxy Statement referred to in Item 10 above. Such
information is incorporated herein by reference.
The remainder of this page was intentionally left blank.
17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Documents Filed as Part of This Report:
1. Financial Statements
Included under Item 8 are the following financial statements:
Statements of Consolidated Income for the Years Ended September
30, 1997, 1996 and 1995.
Statements of Consolidated Cash Flows for the Years Ended
September 30, 1997, 1996 and 1995.
Consolidated Balance Sheets as of September 30, 1997 and 1996.
Statements of Consolidated Common Stock Equity for the Years
Ended September 30, 1997, 1996 and 1995.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
2. Supplemental Consolidated Financial Schedules for Each of the
Three Years in the Period Ended September 30, 1997:
Independent Auditors' Report.
II. Valuation and Qualifying Account--Allowance for Uncollectible
Accounts.
Schedules other than those referred to above are omitted and are
not applicable or not required, or the required information is
shown in the financial statements or notes thereto.
3. Exhibits
Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such
registration statement or report is identified in parentheses.
3.1 Amended and Restated Articles of Incorporation filed January
5, 1996, with the Secretary of State of the State of Georgia
(Exhibit B, Proxy Statement and Prospectus filed as a part of
Amendment No. 1 to Registration Statement on Form S-4, No.
33-99826).
18
3.2 Bylaws, as amended and restated on February 7, 1997.
4.1 Specimen form of Common Stock certificate (Exhibit 4.1, Form
10-K for the fiscal year ended September 30, 1996).
4.2 Specimen form of Right certificate (Exhibit 1, 8-K filed March
6, 1996).
4.3 Indenture, dated as of December 1, 1989, between Atlanta Gas
Light Company and Bankers Trust Company, as Trustee (Exhibit
4(a), Atlanta Gas Light Company Registration Statement on Form
S-3, No. 33-32274).
4.4 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),
Atlanta Gas Light Company Registration Statement on Form S-3,
No. 33-46419).
10.1 Executive Compensation Plans and Arrangements.
10.1.a Executive Severance Pay Plan of AGL Resources Inc. (Exhibit
10.1.a, Form 10-K for the fiscal year ended September 30,
1996).
10.1.b AGL Resources Inc. Long-Term Stock Incentive Plan of 1990
(Exhibit 10(ii), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1991).
10.1.c First Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit B to the Atlanta Gas Light
Company Proxy Statement for the Annual Meeting of Shareholders
held February 5, 1993).
10.1.d Second Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990.
10.1.e Third Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit C to the Proxy Statement and
Prospectus filed as a part of Amendment No. 1 to Registration
Statement on Form S-4, No. 33-99826).
10.1.f Fourth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990.
10.1.g Fifth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990.
10.1.h AGL Resources Inc. Nonqualified Savings Plan (Exhibit 10(a),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.1.i First Amendment to the AGL Resources Inc. Nonqualified Savings
Plan.
10.1.j Second Amendment to the AGL Resources Inc. Nonqualified
Savings Plan.
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10.1.k AGL Resources Inc. Non-Employee Directors Equity Compensation
Equity Plan (Exhibit B, Proxy Statement and Prospectus filed
as a part of Amendment No. 1 to Registration Statement on Form
S-4, No. 33-99826).
10.2 Service Agreement under Rate Schedule GSS dated April 13,
1972, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 5(c), Registration No.
2-48297).
10.3 Service Agreement under Rate Schedule LG-A, effective August
16, 1974, between Atlanta Gas light Company and
Transcontinental Gas Pipe Line Corporation (Exhibit 5(d),
Registration No. 2-58971).
10.4 Storage Transportation Agreement, dated June 1, 1979, between
Atlanta Gas Light Company and Southern Natural Gas Company,
(Exhibit 5(n), Registration No. 2-65487).
10.5 Letter of Intent dated September 18, 1987, between Atlanta Gas
Light Company and Jupiter Industries, Inc. relating to the
purchase by Atlanta Gas Light Company of the assets of the
Chattanooga Gas Company Division of Jupiter Industries, Inc.
(Exhibit 10(p), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1987).
10.6 Agreement for the Purchase of Assets dated April 5, 1988,
between Atlanta Gas Light Company and Jupiter Industries,
Inc., (Exhibit 10(q), Atlanta Gas Light Company Form 10-K for
the fiscal year ended September 30, 1988).
10.7 100 Day Storage Service Agreement, dated June 1, 1979, between
Atlanta Gas Light Company and South Georgia Natural Gas
Company, (Exhibit 10(r), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1989).
10.8 Service Agreement under Rate Schedule LSS, dated October 31,
1984, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation, (Exhibit 10(s), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1989).
10.9 Storage Transportation Agreement, dated June 1, 1979, between
Atlanta Gas Light Company and South Georgia Natural Gas
Company, (Exhibit 10(v), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1990).
10.10 Firm Seasonal Transportation Agreement, dated June 29, 1990,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(bb), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1990).
20
10.11 Service Agreement under Rate Schedule WSS, dated June 1, 1990,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(cc), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1990).
10.12 Limited-Term Transportation Agreement Contract # A970 dated
April 1, 1988, between Atlanta Gas Light Company and CNG
Transmission Corporation, (Exhibit 10(bb), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1991).
10.13 Service Agreement System Contract #.2271 under Rate Schedule
FT, dated August 1, 1991, between Atlanta Gas Light Company
and Transcontinental Gas Pipe Line Corporation, (Exhibit
10(dd), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1991).
10.14 Service Agreement System Contract #.4984 dated August 1, 1991,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(ee), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1991).
10.15 Service Agreement Contract #830810 under Rate Schedule FT,
dated March 1, 1992, between Atlanta Gas Light Company and
South Georgia Natural Gas Company (Exhibit 10(aa), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1992).
10.16 Firm Gas Transportation Contract #3699 under Rate Schedule FT,
dated February 1, 1992, between Atlanta Gas Light Company and
Transcontinental Gas Pipe Line Corporation (Exhibit 10(dd),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
10.17 Firm Gas Transportation Agreement under Rate Schedule FT-1,
dated July 1, 1992, between Atlanta Gas Light Company and East
Tennessee Natural Gas Company (Exhibit 10(ff), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1992).
10.18 Service Agreement Applicable to the Storage of Natural Gas
under Rate Schedule GSS, dated October 25, 1993, between
Atlanta Gas Light Company and CNG Transmission Corporation
(Exhibit 10(y), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1993).
10.19 Service Agreement Applicable to the Storage of Natural Gas
under Rate Schedule GSS, dated September, 1993, between
Chattanooga Gas Company and CNG Transmission Corporation
(Exhibit 10(z), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1993).
10.20 Firm Seasonal Transportation Agreement, dated February 1,
1992, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation amending Exhibit 10(bb), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1990 (Exhibit 10(cc), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1993).
21
10.21 Service Agreement under Rate Schedule SS-1, dated April 1,
1988, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 10(z), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1994).
10.22 Firm Gas Transportation Agreement #5049 under Rate Schedule
FT-A, dated November 1, 1993, between Atlanta Gas Light
Company and Tennessee Gas Pipeline Company (Exhibit 10(aa),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.23 Firm Gas Transportation Agreement #5051 under Rate Schedule
FT-A, dated November 1, 1993, between Chattanooga Gas Company
and Tennessee Gas Pipeline Company (Exhibit 10(bb), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.24 Gas Storage Contract #3998 under Rate Schedule FS, dated
November 1, 1993, between Atlanta Gas Light Company and
Tennessee Gas Pipeline Company (Exhibit 10(cc), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.25 Gas Storage Contract #3999 under Rate Schedule FS, dated
November 1, 1993, between Chattanooga Gas Company and
Tennessee Gas Pipeline Company (Exhibit 10(dd), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.26 Gas Storage Contract #3923 under Rate Schedule FS, dated
November 1, 1993, between Atlanta Gas Light Company and
Tennessee Gas Pipeline Company (Exhibit 10(ee), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.27 Gas Storage Contract #3947 under Rate Schedule FS, dated
November 1, 1993, between Chattanooga Gas Company and
Tennessee Gas Pipeline Company (Exhibit 10(ff), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.28 Service Agreement #902470 under Rate Schedule FT, dated
September 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(hh), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.29 Service Agreement #904460 under Rate Schedule FT, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(ii), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.30 Service Agreement #904480 under Rate Schedule FT, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(jj), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
22
10.31 Service Agreement #904461 under Rate Schedule FT-NN, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(kk), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.32 Service Agreement #904481 under Rate Schedule FT-NN, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(ll), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.33 Service Agreement #S20140 under Rate Schedule CSS, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(mm), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.34 Service Agreement #S20150 under Rate Schedule CSS, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(nn), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.35 Service Agreement #904470 under Rate Schedule FT, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(oo), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994).
10.36 Service Agreement #904471 under Rate Schedule FT-NN, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(pp), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994).
10.37 Service Agreement #S20130 under Rate Schedule CSS, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(qq), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994).
10.38 Firm Storage (FS) Agreement, dated November 1, 1994, between
Atlanta Gas Light Company and ANR Storage Company (Exhibit
10(a), Atlanta Gas Light Company Form 10-Q for the quarter
ended March 31, 1996).
10.39 Firm Storage (FS) Agreement, dated November 1, 1994, between
Atlanta Gas Light Company and ANR Storage Company (Exhibit
10(b), Atlanta Gas Light Company Form 10-Q for the quarter
ended March 31, 1996).
10.40 Firm Transportation Agreement, dated March 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibits 10(jj), 10(ll) and 10(mm), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(c), Atlanta Gas Light Company Form 10-Q for the
quarter ended March 31, 1996).
23
10.41 Firm Transportation Agreement, dated March 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibits 10(hh), 10(ii), 10(kk) and 10(nn), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994 (Exhibit 10(d), Atlanta Gas Light Company
Form 10-Q for the quarter ended March 31, 1996).
10.42 Firm Transportation Agreement, dated March 1, 1996, between
Chattanooga Gas Company and Southern Natural Gas Company
amending Exhibits 10(oo), 10(pp) and 10(qq), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended June 30, 1996).
10.43 Firm Transportation Agreement, dated June 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibit 10(ii), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(tt),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.44 Firm Storage Agreement, effective December 1, 1994, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ff), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(uu),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.45 Firm Storage Agreement, effective July 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ff), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(vv),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.46 Firm Storage Agreement, effective July 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(dd), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(ww),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.47 Firm Transportation Agreement, dated September 26, 1994,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company amending Exhibit 10(s), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(xx), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1995).
10.48 Firm Storage Agreement, effective July 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ee), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(yy),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
24
10.49 Firm Storage Agreement, effective July 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(cc), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(zz),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.50 Firm Storage Agreement, effective January 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(z) and replacing Exhibit 10(u), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10(a), Atlanta Gas Light Company
Form 10-Q for the quarter ended December 31, 1995).
10.51 Firm Storage Agreement, effective January 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(aa) and replacing Exhibit 10(dd), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10(b), Atlanta Gas Light Company
Form 10-Q for the quarter ended December 31, 1995).
10.52 Gas Sales Agreement between Seller and Atlanta Gas Light
Company, as Buyer (Exhibit 10(a), Atlanta Gas Light Company
Form 10-Q for the quarter ended March 31, 1995).
10.53 FPS-1 Service Agreement, dated July 9, 1996, between Atlanta
Gas Light Company and Cove Point LNG Limited Partnership
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended June 30, 1996).
10.54 Amendment to FS Agreement, dated September 13, 1994, between
Atlanta Gas Light Company and Transcontinental Gas Pipe Line
Corporation (Exhibit 10.54, Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1996).
10.55 Amendment to Letter Agreement, dated July 13, 1994, among and
between Southern Natural Gas Company, Atlanta Gas Light
Company and Chattanooga Gas Company (Exhibit 10.55, Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1996).
10.56 Three-party agreement between ANR Storage Company, Atlanta Gas
Light Company and Southern Natural Gas Company, effective
November 1, 1994 (Exhibit 10.56, Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1996).
10.57 Displacement Service Agreement, effective December 15, 1996,
between Washington Gas Light Company and Atlanta Gas Light
Company (Exhibit 10.57, Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1996).
25
10.58 Amendment to Firm Storage Agreement, effective July 26, 1996,
between Chattanooga Gas Company and Southern Natural Gas
Company amending Exhibit 10(jj) , Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1995
(Exhibit 10.58, Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1996).
10.59 Amendatory Agreement, effective August 23, 1996, between
Southern Natural Gas Company and Atlanta Gas Light Company
amending Exhibits 10(ee), 10(ff), 10(hh) and 10(kk), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10.59, Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1996).
10.60 Service Agreement and Amendments under Rate Schedule FS
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation.
10.61 Gas Transportation Agreement under Rate Schedules FT-A and
FT-GS, dated October 16, 1997, between Atlanta Gas Light
Company and East Tennessee Natural Gas Company.
10.62 Gas Transportation Agreement under Rate Schedules FT-A and
FT-GS, dated October 16, 1997, between Chattanooga Gas Company
and East Tennessee Natural Gas Company.
13 Portions of the AGL Resources Inc. 1997 Annual Report to
Shareholders.
21 Subsidiaries of AGL Resources Inc.
23 Independent Auditors' Consent.
24 Powers of Attorney (included with Signature Page hereto).
27 Financial Data Schedule.
(b) Reports on Form 8-K
On September 8, 1997, AGL Resources filed a Current Report on
Form 8-K dated September 8, 1997, containing: "Item 5 - Other
Events"; Exhibit 99 - Form of Press Release, dated September 8,
1997.
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on November 7, 1997.
AGL RESOURCES INC.
By: /s/ David R. Jones
David R. Jones
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David R. Jones, J. Michael Riley 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 and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign the Annual Report on Form 10-K for the fiscal year
ended September 30, 1997 and any and all amendments to such Annual Report, 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.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated as of November 7, 1997.
Signatures Title
/s/David R. Jones President and Chief Executive Officer
David R. Jones (Principal Executive Officer) and Director
/s/J. Michael Riley Vice President and Chief Financial Officer
J. Michael Riley (Principal Accounting and Financial Officer)
27
/s/Frank Barron, Jr. Director
Frank Barron, Jr.
/s/W. Waldo Bradley Director
W. Waldo Bradley
/s/Otis A. Brumby, Jr. Director
Otis A. Brumby, Jr.
/s/L.L. Gellerstedt, III Director
L.L. Gellerstedt, III
/s/Albert G. Norman, Jr Director
Albert G. Norman, Jr.
/s/D. Raymond Riddle Director
D. Raymond Riddle
/s/Betty L. Siegel Director
Betty L. Siegel
/s/Ben J. Tarbutton, Jr. Director
Ben J. Tarbutton, Jr.
/s/Charles McKenzie Taylor Director
Charles McKenzie Taylor
/s/Felker W. Ward, Jr. Director
Felker W. Ward, Jr.
28
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of AGL Resources Inc.:
We have audited the consolidated balance sheets of AGL Resources Inc. and its
subsidiaries as of September 30, 1997 and 1996, and the related statements of
consolidated income, common stock equity, and cash flows for each of the three
years in the period ended September 30, 1997, and have issued our report thereon
dated November 7, 1997 (November 26, 1997 as to Note 14); such financial
statements and report are included in your 1997 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also included the financial
statement schedule of AGL Resources Inc. and subsidiaries, listed in Item 14.
This financial statement schedule is the responsibility of AGL Resources Inc.'s
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 7, 1997
(November 26, 1997 as to Note 14)
29
SCHEDULE II
AGL RESOURCES INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNT
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
(IN MILLIONS)
- --------------------------------------------------------------------------------
1997 1996 1995
- --------------------------------------------------------------------------------
Balance, beginning of year $ 2.8 $ 4.4 $ 2.8
Additions:
Provisions charged to income 9.8 4.7 5.3
Recovery of accounts
previously written off
as uncollectible 7.1 8.6 6.6
- --------------------------------------------------------------------------------
Total 19.7 17.7 14.7
Deduction:
Accounts written off
as uncollectible 17.1 14.9 10.3
- --------------------------------------------------------------------------------
Balance, end of year $ 2.6 $ 2.8 $4.4
- --------------------------------------------------------------------------------
30
Index to Exhibits
Exhibit
Number Description
3.1 Amended and Restated Articles of Incorporation filed January
5, 1996, with the Secretary of State of the State of Georgia
(Exhibit B, Proxy Statement and Prospectus filed as a part of
Amendment No. 1 to Registration Statement on Form S-4, No.
33-99826).
3.2 Bylaws, as amended and restated on February 7, 1997.
4.1 Specimen form of Common Stock certificate (Exhibit 4.1, Form
10-K for the fiscal year ended September 30, 1996).
4.2 Specimen form of Right certificate (Exhibit 1, 8-K filed
March 6, 1996).
4.3 Indenture, dated as of December 1, 1989, between Atlanta Gas
Light Company and Bankers Trust Company, as Trustee (Exhibit
4(a), Atlanta Gas Light Company Registration Statement on
Form S-3, No. 33-32274).
4.4 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),
Atlanta Gas Light Company Registration Statement on Form S-3,
No. 33-46419).
10.1 Executive Compensation Plans and Arrangements.
10.1.a Executive Severance Pay Plan of AGL Resources Inc. (Exhibit
10.1.a, Form 10-K for the fiscal year ended September 30,
1996).
10.1.b AGL Resources Inc. Long-Term Stock Incentive Plan of 1990
(Exhibit 10(ii), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1991).
10.1.c First Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit B to the Atlanta Gas Light
Company Proxy Statement for the Annual Meeting of
Shareholders held February 5, 1993).
10.1.d Second Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990.
10.1.e Third Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit C to the Proxy Statement and
Prospectus filed as a part of Amendment No. 1 to Registration
Statement on Form S-4, No. 33-99826).
10.1.f Fourth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990.
10.1.g Fifth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990.
10.1.h AGL Resources Inc. Nonqualified Savings Plan (Exhibit 10(a),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.1.i First Amendment to the AGL Resources Inc. Nonqualified
Savings Plan.
10.1.j Second Amendment to the AGL Resources Inc. Nonqualified
Savings Plan.
10.1.k AGL Resources Inc. Non-Employee Directors Equity Compensation
Equity Plan (Exhibit B, Proxy Statement and Prospectus filed
as a part of Amendment No. 1 to Registration Statement on
Form S-4, No. 33-99826).
10.2 Service Agreement under Rate Schedule GSS dated April 13,
1972, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 5(c), Registration No.
2-48297).
10.3 Service Agreement under Rate Schedule LG-A, effective August
16, 1974, between Atlanta Gas light Company and
Transcontinental Gas Pipe Line Corporation (Exhibit 5(d),
Registration No. 2-58971).
10.4 Storage Transportation Agreement, dated June 1, 1979, between
Atlanta Gas Light Company and Southern Natural Gas Company,
(Exhibit 5(n), Registration No. 2-65487).
10.5 Letter of Intent dated September 18, 1987, between Atlanta
Gas Light Company and Jupiter Industries, Inc. relating to
the purchase by Atlanta Gas Light Company of the assets of
the Chattanooga Gas Company Division of Jupiter Industries,
Inc. (Exhibit 10(p), Atlanta Gas Light Company Form 10-K for
the fiscal year ended September 30, 1987).
10.6 Agreement for the Purchase of Assets dated April 5, 1988,
between Atlanta Gas Light Company and Jupiter Industries,
Inc., (Exhibit 10(q), Atlanta Gas Light Company Form 10-K for
the fiscal year ended September 30, 1988).
10.7 100 Day Storage Service Agreement, dated June 1, 1979,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company, (Exhibit 10(r), Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1989).
10.8 Service Agreement under Rate Schedule LSS, dated October 31,
1984, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation, (Exhibit 10(s), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1989).
10.9 Storage Transportation Agreement, dated June 1, 1979, between
Atlanta Gas Light Company and South Georgia Natural Gas
Company, (Exhibit 10(v), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1990).
10.10 Firm Seasonal Transportation Agreement, dated June 29, 1990,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(bb), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1990).
10.11 Service Agreement under Rate Schedule WSS, dated June 1,
1990, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation, (Exhibit 10(cc), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1990).
10.12 Limited-Term Transportation Agreement Contract # A970 dated
April 1, 1988, between Atlanta Gas Light Company and CNG
Transmission Corporation, (Exhibit 10(bb), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1991).
10.13 Service Agreement System Contract #.2271 under Rate Schedule
FT, dated August 1, 1991, between Atlanta Gas Light Company
and Transcontinental Gas Pipe Line Corporation, (Exhibit
10(dd), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1991).
10.14 Service Agreement System Contract #.4984 dated August 1,
1991, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation, (Exhibit 10(ee), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1991).
10.15 Service Agreement Contract #830810 under Rate Schedule FT,
dated March 1, 1992, between Atlanta Gas Light Company and
South Georgia Natural Gas Company (Exhibit 10(aa), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
10.16 Firm Gas Transportation Contract #3699 under Rate Schedule
FT, dated February 1, 1992, between Atlanta Gas Light Company
and Transcontinental Gas Pipe Line Corporation (Exhibit
10(dd), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1992).
10.17 Firm Gas Transportation Agreement under Rate Schedule FT-1,
dated July 1, 1992, between Atlanta Gas Light Company and
East Tennessee Natural Gas Company (Exhibit 10(ff), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
10.18 Service Agreement Applicable to the Storage of Natural Gas
under Rate Schedule GSS, dated October 25, 1993, between
Atlanta Gas Light Company and CNG Transmission Corporation
(Exhibit 10(y), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1993).
10.19 Service Agreement Applicable to the Storage of Natural Gas
under Rate Schedule GSS, dated September, 1993, between
Chattanooga Gas Company and CNG Transmission Corporation
(Exhibit 10(z), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1993).
10.20 Firm Seasonal Transportation Agreement, dated February 1,
1992, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation amending Exhibit 10(bb), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1990 (Exhibit 10(cc), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1993).
10.21 Service Agreement under Rate Schedule SS-1, dated April 1,
1988, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 10(z), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1994).
10.22 Firm Gas Transportation Agreement #5049 under Rate Schedule
FT-A, dated November 1, 1993, between Atlanta Gas Light
Company and Tennessee Gas Pipeline Company (Exhibit 10(aa),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.23 Firm Gas Transportation Agreement #5051 under Rate Schedule
FT-A, dated November 1, 1993, between Chattanooga Gas Company
and Tennessee Gas Pipeline Company (Exhibit 10(bb), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.24 Gas Storage Contract #3998 under Rate Schedule FS, dated
November 1, 1993, between Atlanta Gas Light Company and
Tennessee Gas Pipeline Company (Exhibit 10(cc), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.25 Gas Storage Contract #3999 under Rate Schedule FS, dated
November 1, 1993, between Chattanooga Gas Company and
Tennessee Gas Pipeline Company (Exhibit 10(dd), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.26 Gas Storage Contract #3923 under Rate Schedule FS, dated
November 1, 1993, between Atlanta Gas Light Company and
Tennessee Gas Pipeline Company (Exhibit 10(ee), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.27 Gas Storage Contract #3947 under Rate Schedule FS, dated
November 1, 1993, between Chattanooga Gas Company and
Tennessee Gas Pipeline Company (Exhibit 10(ff), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.28 Service Agreement #902470 under Rate Schedule FT, dated
September 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(hh), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.29 Service Agreement #904460 under Rate Schedule FT, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(ii), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.30 Service Agreement #904480 under Rate Schedule FT, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(jj), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.31 Service Agreement #904461 under Rate Schedule FT-NN, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(kk), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.32 Service Agreement #904481 under Rate Schedule FT-NN, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(ll), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.33 Service Agreement #S20140 under Rate Schedule CSS, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(mm), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.34 Service Agreement #S20150 under Rate Schedule CSS, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(nn), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.35 Service Agreement #904470 under Rate Schedule FT, dated
November 1, 1994, between Chattanooga Gas Company and
Southern Natural Gas Company (Exhibit 10(oo), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.36 Service Agreement #904471 under Rate Schedule FT-NN, dated
November 1, 1994, between Chattanooga Gas Company and
Southern Natural Gas Company (Exhibit 10(pp), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.37 Service Agreement #S20130 under Rate Schedule CSS, dated
November 1, 1994, between Chattanooga Gas Company and
Southern Natural Gas Company (Exhibit 10(qq), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994).
10.38 Firm Storage (FS) Agreement, dated November 1, 1994, between
Atlanta Gas Light Company and ANR Storage Company (Exhibit
10(a), Atlanta Gas Light Company Form 10-Q for the quarter
ended March 31, 1996).
10.39 Firm Storage (FS) Agreement, dated November 1, 1994, between
Atlanta Gas Light Company and ANR Storage Company (Exhibit
10(b), Atlanta Gas Light Company Form 10-Q for the quarter
ended March 31, 1996).
10.40 Firm Transportation Agreement, dated March 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibits 10(jj), 10(ll) and 10(mm), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994 (Exhibit 10(c), Atlanta Gas Light Company Form 10-Q
for the quarter ended March 31, 1996).
10.41 Firm Transportation Agreement, dated March 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibits 10(hh), 10(ii), 10(kk) and 10(nn), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994 (Exhibit 10(d), Atlanta Gas Light Company
Form 10-Q for the quarter ended March 31, 1996).
10.42 Firm Transportation Agreement, dated March 1, 1996, between
Chattanooga Gas Company and Southern Natural Gas Company
amending Exhibits 10(oo), 10(pp) and 10(qq), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1994 (Exhibit 10(a), Atlanta Gas Light Company Form 10-Q
for the quarter ended June 30, 1996).
10.43 Firm Transportation Agreement, dated June 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibit 10(ii), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(tt),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.44 Firm Storage Agreement, effective December 1, 1994, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ff), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(uu),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.45 Firm Storage Agreement, effective July 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ff), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(vv),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.46 Firm Storage Agreement, effective July 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(dd), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(ww),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.47 Firm Transportation Agreement, dated September 26, 1994,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company amending Exhibit 10(s), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(xx), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1995).
10.48 Firm Storage Agreement, effective July 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ee), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(yy),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.49 Firm Storage Agreement, effective July 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(cc), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(zz),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.50 Firm Storage Agreement, effective January 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(z) and replacing Exhibit 10(u), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10(a), Atlanta Gas Light Company
Form 10-Q for the quarter ended December 31, 1995).
10.51 Firm Storage Agreement, effective January 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(aa) and replacing Exhibit 10(dd), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10(b), Atlanta Gas Light Company
Form 10-Q for the quarter ended December 31, 1995).
10.52 Gas Sales Agreement between Seller and Atlanta Gas Light
Company, as Buyer (Exhibit 10(a), Atlanta Gas Light Company
Form 10-Q for the quarter ended March 31, 1995).
10.53 FPS-1 Service Agreement, dated July 9, 1996, between Atlanta
Gas Light Company and Cove Point LNG Limited Partnership
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended June 30, 1996).
10.54 Amendment to FS Agreement, dated September 13, 1994, between
Atlanta Gas Light Company and Transcontinental Gas Pipe Line
Corporation (Exhibit 10.54, Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1996).
10.55 Amendment to Letter Agreement, dated July 13, 1994, among and
between Southern Natural Gas Company, Atlanta Gas Light
Company and Chattanooga Gas Company (Exhibit 10.55, Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1996).
10.56 Three-party agreement between ANR Storage Company, Atlanta
Gas Light Company and Southern Natural Gas Company, effective
November 1, 1994 (Exhibit 10.56, Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1996).
10.57 Displacement Service Agreement, effective December 15, 1996,
between Washington Gas Light Company and Atlanta Gas Light
Company (Exhibit 10.57, Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1996).
10.58 Amendment to Firm Storage Agreement, effective July 26, 1996,
between Chattanooga Gas Company and Southern Natural Gas
Company amending Exhibit 10(jj) , Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1995
(Exhibit 10.58, Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1996).
10.59 Amendatory Agreement, effective August 23, 1996, between
Southern Natural Gas Company and Atlanta Gas Light Company
amending Exhibits 10(ee), 10(ff), 10(hh) and 10(kk), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10.59, Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1996).
10.60 Service Agreement and Amendments under Rate Schedule FS
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation.
10.61 Gas Transportation Agreement under Rate Schedules FT-A and
FT-GS, dated October 16, 1997, between Atlanta Gas Light
Company and East Tennessee Natural Gas Company.
10.62 Gas Transportation Agreement under Rate Schedules FT-A and
FT-GS, dated October 16, 1997, between Chattanooga Gas
Company and East Tennessee Natural Gas Company.
13 Portions of the AGL Resources Inc. 1997 Annual Report to
Shareholders.
21 Subsidiaries of AGL Resources Inc.
23 Independent Auditors' Consent.
24 Powers of Attorney (included with Signature Page hereto).
27 Financial Data Schedule.