As filed with the Securities and Exchange Commission on May 24, 2001.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________________________________________
AGL RESOURCES INC. AGL CAPITAL TRUST II
(Exact name of registrant and co-registrant as specified in their charters)
GEORGIA DELAWARE
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization
58-2210952 APPLIED FOR
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
817 West Peachtree Street, N.W. 817 West Peachtree Street, N.W.
Atlanta, Georgia 30308 Atlanta, Georgia 30308
(404) 584-9470 (404) 584-9470
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________________________________
Richard T. O'Brien
AGL Resources Inc.
817 West Peachtree Street, N.W.
Atlanta, Georgia 30308
(404) 584-9470
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
If this Form relates to the registration of a class of If this Form relates to the registration of a class of
Securities pursuant to Section 12(b) of the Exchange Securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box. [x] A.(d), please check the following box. [ ]
Securities Act Registration Statement File Number to which this Form
relates: 333-60248
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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8% Trust Preferred Securities New York Stock Exchange
(and the Guarantee with respect thereto)
Securities to be registered pursuant to
Section 12(g) of the Act: None
THIS REGISTRATION STATEMENT CONTAINS A TOTAL OF 3 PAGES. CERTAIN EXHIBITS ARE
INCORPORATED HEREIN BY REFERENCE TO THE REGISTRANTS' REGISTRATION STATEMENT ON
FORM S-3 FILED ON MAY 4, 2001.
Page 1 of 3
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
For the full description of AGL Capital Trust II's 8% Trust Preferred
Securities (the "Preferred Securities") and the Guarantee of AGL Resources Inc.
(the "Guarantee") being registered hereby, reference is made to the information
contained under the captions "Description of Trust Preferred Securities,"
"Description of Junior Subordinated Debentures," and "Description of Guarantees"
in the Prospectus that forms part of the Registrants' Registration Statement on
Form S-3 (Registration No. 333-60248) filed with the Securities and Exchange
Commission on May 4, 2001 under the Securities Act of 1933, as amended (the
"Registration Statement"), and declared effective on May 14, 2001. The
information contained in the Registration Statement and the Prospectus are
incorporated herein by reference. Definitive copies of the Prospectus describing
the Preferred Securities and the Guarantee have been filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, and the description of the
Preferred Securities and the Guarantee contained therein shall be deemed to be
incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits
4.1 Registration Statement on Form S-3 (Registration No.
333-60248) and the Prospectus that forms a part of such
Registration Statement as filed with the Securities and
Exchange Commission.
4.2 Form of Indenture; incorporated herein by reference to
Exhibit 4.2 to the Registration Statement.
4.3 Form of Trust Preferred Securities Guarantee for AGL Capital
Trust II; incorporated herein by reference to Exhibit 4.3 to
the Registration Statement.
4.4 Certificate of Trust of AGL Capital Trust II; incorporated
herein by reference to Exhibit 4.4 to the Registration
Statement.
4.5 Trust Agreement of AGL Capital Trust II; incorporated herein
by reference to Exhibit 4.5 to the Registration Statement.
4.6 Form of Amended and Restated Trust Agreement of AGL Capital
Trust II; incorporated herein by reference to Exhibit 4.6 to
the Registration Statement.
4.7 Form of Trust Preferred Security Certificate (included in
Exhibit 4.6 above).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
Dated: May 22, 2001
AGL CAPITAL TRUST II
By: /s/ Paul R. Shlanta
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Paul R. Shlanta
as Administrative Trustee
AGL RESOURCES INC.
By: /s/ Richard T. O'Brien
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Richard T. O'Brien
Senior Vice President and Chief Financial Officer
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