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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-K/A
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Amendment
No. 1
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(Mark
One)
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[ü]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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For
the fiscal year ended December 31, 2004
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OR
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[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For
the transition period from to
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Commission
File Number 1-14174
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AGL
RESOURCES INC.
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(Exact
name of registrant as specified in its charter)
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Georgia
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58-2210952
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Ten
Peachtree Place NE,
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404-584-4000
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Atlanta,
Georgia 30309
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(Address
and zip code of principal executive offices)
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(Registrant’s
telephone number, including area code)
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Class
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Name
of each exchange on which registered
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Common
Stock, $5 Par Value
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New
York Stock Exchange
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Preferred
Share Purchase Rights
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New
York Stock Exchange
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8%
Trust Preferred Securities
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act: None
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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 [ü]
No [ ]
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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. [ ]
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Indicate
by check mark whether the registrant is an accelerated filer (as
defined
in Exchange Act Rule 12b-2). Yes [ ü]
No [ ]
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The
aggregate market value of the voting and non-voting common equity
held by
non-affiliates, computed by reference to the price at which the
common
equity was last sold, as of the last business day of the registrant’s most
recently completed second fiscal quarter was $1,879,590,369
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The
number of shares of Common Stock outstanding as of February 11,
2005 was
76,953,218.
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DOCUMENTS
INCORPORATED BY REFERENCE:
None
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(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.
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1.1
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Underwriting
Agreement dated February 11, 2003 by and among AGL Resources Inc.
and the
Underwriters named therein. (Exhibit 1.1, AGL Resources Inc. Form
10-K for
the fiscal year ended December 31, 2002).
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1.2
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Underwriting
Agreement dated September 22, 2004 among AGL Capital Corporation,
AGL
Resources Inc. and J. P. Morgan Securities, Inc., as representative
of the
several underwriters named in Schedule A thereto (Exhibit 1, AGL
Resources
Inc. Form 8-K dated September 22, 2004).
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1.3
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Underwriting
Agreement dated November 18, 2004 among AGL Resources Inc. and
J. P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters named in Schedule A
thereto
(Exhibit 1, AGL Resources Inc. Form 8-K dated November 18,
2004).
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1.4
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Underwriting
Agreement dated December 15, 2004 among AGL Capital Corporation,
AGL
Resources Inc. and Banc of America Securities LLC and J. P. Morgan
Securities, Inc., as representatives of the several underwriters
named in
Schedule A thereto. (Exhibit 1, AGL Resources Inc. Form 8-K dated
December
15, 2004).
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2.1
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Stock
Purchase Agreement dated May 8, 2000 by and between AGL Resources
Inc. and
Consolidated Natural Gas Company, Virginia Natural Gas, Inc. and
Dominion
Resources, Inc. (Exhibit 2.1, AGL Resources Inc. Form 10-Q for
the quarter
ended June 30, 2000).
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2.2
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First
Amendment to Stock Purchase Agreement dated October 1, 2000 by
and between
AGL Resources Inc. and Consolidated Natural Gas Company, Virginia
Natural
Gas, Inc. and Dominion Resources, Inc. (Exhibit 2.2, AGL Resources
Inc.
Form 8-K dated October 18, 2000).
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2.3
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Agreement
and Plan of Merger by and between AGL Resources Inc., Cougar Corporation
and NUI Corporation, dated July 14, 2004 (Exhibit 2.1, AGL Resources
Inc.
Form 8-K dated July 15, 2004).
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3.1
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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).
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3.2
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Bylaws,
as amended on October 29, 2003 (Exhibit 3.2, AGL Resources Inc.
Form 10-K
for the fiscal year ended December 31, 2003).
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4.1.a
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Specimen
form of Common Stock certificate (Exhibit 4.1, AGL Resources Inc.
Form
10-K for the fiscal year ended September 30, 1999).
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4.1.b
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Specimen
AGL Capital Corporation 6.00% Senior Notes due 2034 (Exhibit 4.1,
AGL
Resources Inc. Form 8-K dated September 22, 2004).
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4.1.c
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Specimen
AGL Capital Corporation 4.95% Senior Notes due 2015. (Exhibit 4.1,
AGL
Resources Inc. Form 8-K dated December 15, 2004).
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4.2
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Specimen
form of Right certificate (Exhibit 1, AGL Resources Inc. Form 8-K
filed
March 6, 1996).
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4.3
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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).
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4.4
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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).
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4.5
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Indenture,
dated February 20, 2001 among AGL Capital Corporation, AGL Resources
Inc.
and The Bank of New York, as Trustee (Exhibit 4.2, AGL Resources
Inc.
registration statement on Form S-3, filed on September 17, 2001,
No.
333-69500)
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4.6
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Guarantee
of AGL Resources Inc. dated as of September 27, 2004 regarding
the AGL
Capital Corporation 6.00% Senior Note due 2034 (Exhibit 4.3, AGL
Resources
Inc. Form 8-K dated September 22, 2004).
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4.7
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Guarantee
of AGL Resources Inc. dated as of December 20, 2004 regarding the
AGL
Capital Corporation 4.95% Senior Note due 2015 (Exhibit 4.3, AGL
Resources
Inc. Form 8-K dated December 15, 2004).
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10.1
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Executive
Compensation Plans and Arrangements.
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10.1.a
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AGL
Resources Inc. Long-Term Incentive Plan (1999), as amended and
restated as
of January 1, 2002 (Exhibit 99.2, AGL Resources Inc. Form 10-Q
for the
quarter ended March 31, 2002).
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10.1.b
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First
amendment to the AGL Resources Inc. Long-Term Incentive Plan (1999),
as
amended and restated (Exhibit 10.1.b, AGL Resources Inc. Form 10-K
for the
fiscal year ended December 31, 2004).
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10.1.c
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Form
of Incentive Stock Option Agreement, Nonqualified Stock Option
Agreement
and Restricted Stock Agreement for key employees (Exhibit 10.1,
AGL
Resources Inc. Form 10-Q for the quarter ended September 30,
2004).
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10.1.d
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Form
of Restricted Stock Unit Agreement and Performance Cash Unit Agreement
for
key employees (Exhibit 10.1 and 10.2, respectively, AGL Resources
Inc.
Form 8-K dated January 3, 2005).
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10.1.e
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Form
of Performance Unit Agreement for key employees (Exhibit 10.1.e,
AGL
Resources Inc. Form 10-K for the fiscal year ended December 31,
2004).
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10.1.f
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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).
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10.1.g
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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).
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10.1.h
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Second
Amendment to the AGL Resources Inc. Long-Term Stock Incentive Plan
of 1990
(Exhibit 10.1.d, AGL Resources Inc. Form 10-K for the fiscal year
ended
September 30, 1997).
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10.1.i
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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).
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10.1.j
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Fourth
Amendment to the AGL Resources Inc. Long-Term Stock Incentive Plan
of 1990
(Exhibit 10.1.f, AGL Resources Inc. Form 10-K for the fiscal year
ended
September 30, 1997).
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10.1.k
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Fifth
Amendment to the AGL Resources Inc. Long-Term Stock Incentive Plan
of 1990
(Exhibit 10.1.g, AGL Resources Inc. Form 10-K for the fiscal year
ended
September 30, 1997).
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10.1.l
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Sixth
Amendment to the AGL Resources Inc. Long-Term Stock Incentive Plan
of 1990
(Exhibit 10.1.a, AGL Resources Inc. Form 10-Q for the quarter ended
March
31, 1998).
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10.1.m
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Seventh
Amendment to the AGL Resources Inc. Long-Term Stock Incentive Plan
of 1990
(Exhibit 10.1, AGL Resources Inc. Form 10-Q for the quarter ended
December
31, 1998).
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10.1.n
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Eighth
Amendment to the AGL Resources Inc. Long-Term Stock Incentive Plan
of 1990
(Exhibit 10.1, AGL Resources Inc. Form 10-Q for the quarter ended
March
31, 2000).
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10.1.o
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Ninth
Amendment to the AGL Resources Inc. Long-Term Stock Incentive Plan
1990
(Exhibit 10.6, AGL Resources Inc. Form 10-Q for the quarter ended
September 30, 2002).
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10.1.p
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AGL
Resources Inc. Nonqualified Savings Plan as amended and restated
as of
January 1, 2001 (Exhibit 10.1.n, AGL Resources Inc. Form 10-K for
the
fiscal year ended September 30, 2001).
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10.1.q
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First
Amendment to the AGL Resources Inc. Nonqualified Savings Plan (Exhibit
10.3, AGL Resources Inc. Form 10-Q for the quarter ended September
30,
2002).
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10.1.r
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Second
Amendment to the AGL Resources Inc. Nonqualified Savings Plan (Exhibit
10.1.r, AGL Resources Inc. Form 10-K for the fiscal year ended
December
31, 2004).
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10.1.s
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Third
Amendment to the AGL Resources Inc. Nonqualified Savings Plan (Exhibit
10.1.s, AGL Resources Inc. Form 10-K for the fiscal year ended
December
31, 2004).
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10.1.t
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AGL
Resources Inc. Amended and Restated 1996 Non-Employee Directors
Equity
Compensation Plan (Exhibit 10.1, AGL Resources Inc. Form 10-Q for
the
quarter ended September 30, 2002).
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10.1.u
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First
Amendment to the AGL Resources Inc. Amended and Restated 1996 Non-Employee
Directors Equity Compensation Plan (Exhibit 10.1.o, AGL Resources
Inc.
Form 10-K for the fiscal year ended December 31, 2002).
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10.1.v
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AGL
Resources Inc. 1998 Common Stock Equivalent Plan for Non-Employee
Directors (Exhibit 10.1.b, AGL Resources Inc. Form 10-Q for the
quarter
ended December 31, 1997).
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10.1.w
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First
Amendment to the AGL Resources Inc. 1998 Common Stock Equivalent
Plan for
Non-Employee Directors (Exhibit 10.5, AGL Resources Inc. Form 10-Q
for the
quarter ended March 31, 2000).
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10.1.x
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Second
Amendment to the AGL Resources Inc. 1998 Common Stock Equivalent
Plan for
Non-Employee Directors (Exhibit 10.4, AGL Resources Inc. Form 10-Q
for the
quarter ended September 30, 2002).
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10.1.y
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Third
Amendment to the AGL Resources Inc. 1998 Common Stock Equivalent
Plan for
Non-Employee Directors (Exhibit 10.5, AGL Resources Inc. Form 10-Q
for the
quarter ended September 30, 2002).
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10.1.z
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AGL
Resources Inc. Officer Incentive Plan (Exhibit 10.2, AGL Resources
Inc.
Form 10-Q for the quarter ended June 30, 2001).
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10.1.aa
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Form
of AGL Resources Inc. Executive Post Employment Medical Benefit
Plan
(Exhibit 10.1.d, AGL Resources Inc. Form 10-Q for the quarter ended
June
30, 2003).
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10.1.ab
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AGL
Resources Inc. Executive Performance Incentive Plan dated February
2, 2002
(Exhibit 99.1, AGL Resources Inc. Form 10-Q for the quarter ended
March
31, 2002).
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10.1.ac
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Continuity
Agreement, dated December 1, 2003, by and between AGL Resources
Inc., on
behalf of itself and AGL Services Company (its wholly owned subsidiary)
and Kevin P. Madden (Exhibit 10.1.w, AGL Resources Inc. Form 10-K
for the
fiscal year ended December 31, 2003).
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10.1.ad
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Continuity
Agreement, dated December 1, 2003, by and between AGL Resources
Inc., on
behalf of itself and AGL Services Company (its wholly owned subsidiary)
and Richard T. O’Brien (Exhibit 10.1.x, AGL Resources Inc. Form 10-K for
the fiscal year ended December 31, 2003).
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10.1.ae
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Continuity
Agreement, dated December 1, 2003, by and between AGL Resources
Inc., on
behalf of itself and AGL Services Company (its wholly owned subsidiary)
and Paula G. Rosput (Exhibit 10.1.y, AGL Resources Inc. Form 10-K
for the
fiscal year ended December 31, 2003).
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10.1.af
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Continuity
Agreement, dated December 1, 2003, by and between AGL Resources
Inc., on
behalf of itself and AGL Services Company (its wholly owned subsidiary)
and Paul R. Shlanta (Exhibit 10.1.z, AGL Resources Inc. Form 10-K
for the
fiscal year ended December 31, 2003).
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10.1.ag
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Continuity
Agreement, dated December 1, 2003, by and between AGL Resources
Inc., on
behalf of itself and AGL Services Company (its wholly owned subsidiary)
and Melanie M. Platt (Exhibit 10.2, AGL Resources Inc. Form 10-Q
for the
quarter ended June 30, 2004).
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10.1.ah
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Form
of Director Indemnification Agreement, dated April 28, 2004, between
AGL
Resources Inc., on behalf of itself and the Indemnities named therein
(Exhibit 10.3, AGL Resources Inc. Form 10-Q for the quarter ended
June 30,
2004).
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10.1.ai
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Description
of Directors’ Compensation (Exhibit 10.1, AGL Resources Inc. Form 8-K
dated December 1, 2004).
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10.1.aj
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Form
of Stock Award Agreement for Non-Employee Directors (Exhibit 10.1.aj,
AGL
Resources Inc. Form 10-K for the fiscal year ended December 31,
2004).
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10.1.ak
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Form
on Nonqualified Stock Option Agreement for Non-Employee Directors
(Exhibit
10.1.ak, AGL Resources Inc. Form 10-K for the fiscal year ended
December
31, 2004).
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10.1.al
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Summary
of AGL Resources Inc. Annual Team Performance Incentive Plan for
2004
(Exhibit 10.1, AGL Resources Inc. Form 8-K dated February 2, 2005).
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10.2
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Guaranty
Agreement, effective November 30, 2003, by and between Atlanta
Gas Light
Company and AGL Resources Inc. (Exhibit 10.3, AGL Resources Inc.
Form 10-Q
for the quarter ended June 30, 2003).
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10.3
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Form
of Commercial Paper Dealer Agreement between AGL Capital Corporation,
as
Issuer, AGL Resources Inc., as Guarantor, and the Dealers named
therein,
dated September 25, 2000 (Exhibit 10.79, AGL Resources Inc. Form
10-K for
the fiscal year ended September 30, 2000).
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10.4
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Guarantee
of AGL Resources Inc., dated October 5, 2000, of payments on promissory
notes issued by AGL Capital Corporation (AGL Capital) pursuant
to the
Issuing and Paying Agency Agreement dated September 25, 2000, between
AGL
Capital and The Bank of New York (Exhibit 10.80, AGL Resources
Inc. Form
10-K for the fiscal year ended September 30, 2000).
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10.5
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Issuing
and Paying Agency Agreement, dated September 25, 2000, between
AGL Capital
Corporation and The Bank of New York. (Exhibit 10.81, AGL Resources
Inc.
Form 10-K for the fiscal year ended September 30,
2000).
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10.6
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Master
Management Services Agreement, dated April 24, 2000, by and between
Atlanta Gas Light Company and Environmental ThermoRetec Consulting
Corporation. (Exhibit 10.1, AGL Resources Inc. 10-Q for the quarter
ended
June 30, 2000) (Confidential treatment pursuant to 17 CFR Sections
200.80
(b) and 240.24b-2 has been granted regarding certain portions of
this
exhibit, which portions have been filed separately with the Commission)
(Exhibit 10.82, AGL Resources Inc. Form 10-K for the fiscal year
ended
September 30, 2000).
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10.7
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Amended
and Restated Master Environmental Management Services Agreement,
dated
July 25, 2002 by and between Atlanta Gas Light Company and The
RETEC
Group, Inc. (Exhibit 10.2, AGL Resources Inc. Form 10-Q for the
quarter
ended June 30, 2003). (Confidential treatment pursuant to 17 CFR
Sections
200.80 (b) and 240.24-b has been granted regarding certain portions
of
this exhibit, which portions have been filed separately with the
Commission).
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10.8
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Credit
Agreement, dated as of October 22, 2004, among AGL Resources Inc.,
as
Guarantor, AGL Capital Corporation, as Borrower, JPMorgan Chase
Bank, as
administrative agent, Morgan Stanley Senior Funding, Inc., as syndication
agent, and the several other banks and other financial institutions
named
therein (Exhibit 10.2, AGL Resources Inc. Form 10-Q for the quarter
ended
September 30, 2004).
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10.9
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Three
Year Credit Agreement, dated May 26, 2004, by and between AGL Resources
Inc., as Guarantor, AGL Capital Corporation, as Borrower, and the
Lenders
named therein, (Exhibit 10.1, AGL Resources Inc. Form 10-Q for
the quarter
ended June 30, 2004).
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10.10
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First
Amendment to Credit Agreement, dated September
30, 2004, by and among AGL Resources Inc., AGL Capital Corporation,
SunTrust Bank, as administrative agent, Wachovia Bank, National
Association, as syndication agent, JP Morgan Chase Bank, The Bank
of
Tokyo-Mitsubishi, Ltd. and Calyon New York Branch, as documentation
agents, and the several other banks and other financial institutions
named
therein (Exhibit 10, AGL Resources Inc., Form 8-K dated September
30,
2004).
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10.11
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SouthStar
Energy Services LLC Agreement, dated April 1, 2004 by and between
Georgia
Natural Gas Company and Piedmont Energy Company (Exhibit 10, AGL
Resources
Inc. Form 10-Q for the quarter ended March 31, 2004).
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12
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Statements
of computation of ratios (Exhibit 12, AGL Resources Inc. Form 10-K
for the
fiscal year ended December 31, 2004).
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14
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AGL
Resources Inc. Code of Ethics for its Chief Executive Officer and
its
Senior Financial Officers (Exhibit 14, AGL Resources Inc. Form
10-K for
the fiscal year ended December 31, 2004).
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21
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Subsidiaries
of AGL Resources Inc. (Exhibit 21, AGL Resources Inc. Form 10-K
for the
fiscal year ended December 31, 2004).
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23.1
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Consent
of PricewaterhouseCoopers LLP,
independent registered public accounting firm (Exhibit 23.1, AGL
Resources
Inc. Form 10-K for the fiscal year ended December 31,
2004).
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23.2
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Consent
of Deloitte & Touche LLP,
independent registered public accounting firm (Exhibit 23.2, AGL
Resources
Inc. Form 10-K for the fiscal year ended December 31,
2004).
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23.3
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Consent
of Ernst & Young LLP, independent registered public accounting firm
(Exhibit 23.3, AGL Resources Inc. Form 10-K for the fiscal year
ended
December 31, 2004).
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24
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Powers
of Attorney (included with Signature Page hereto).
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31
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Rule
13a-14(a)/15d-14(a) Certifications (Exhibit 31, AGL Resources Inc.
Form
10-K for the fiscal year ended December 31, 2004).
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31.1
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Certification
of John W. Somerhalder II pursuant to Rule 13a - 14(a).
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31.2
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Certification
of Andrew W. Evans pursuant to Rule 13a - 14(a).
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32
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Section
1350 Certifications (Exhibit 32, AGL Resources Inc. Form 10-K for
the
fiscal year ended December 31,
2004).
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Signatures
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Title
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/s/
John W. Somerhalder II
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President
and Chief Executive Officer
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John
W. Somerhalder II
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(Principal
Executive Officer)
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/s/
Andrew W. Evans
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Executive
Vice President and Chief Financial Officer
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Andrew
W. Evans
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(Principal
Financial Officer)
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/s/
Bryan E. Seas
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Vice
President, Controller and Chief Accounting Officer
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Bryan
E. Seas
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(Principal
Accounting Officer)
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D.
Raymond Riddle*
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Chairman
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Thomas
D. Bell, Jr.*
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Director
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Charles
R. Crisp*
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Director
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Michael
J. Durham*
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Director
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Arthur
E. Johnson*
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Director
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Wyck
A. Knox, Jr.*
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Director
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Dennis
M. Love*
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Director
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Dean
R. O’Hare
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Director
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James
A. Rubright*
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Director
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Felker
W. Ward, Jr.*
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Director
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Bettina
M. Whyte*
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Director
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Henry
C. Wolf*
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Director
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