EXHIBIT B-1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of _______________,
199_ by and among Atlanta Gas Light Company, a Georgia corporation ("AGL"), AGL
Resources Inc., a Georgia corporation ("Holdings"), and AGL Merger Co., a
Georgia corporation ("Merger Sub").
WITNESSETH:
WHEREAS, AGL has an authorized capitalization consisting of 100,000,000
shares of Common Stock, $5 par value (the "AGL Common Stock"), of which
____________ shares are issued and outstanding and 11,480,000 shares of
Preferred Stock, of which __________ shares (consisting of shares of 7 separate
series) are issued and outstanding (the "AGL Preferred Stock"); and
WHEREAS, Merger Sub has an authorized capitalization consisting of
__________ shares of Common Stock, $_____ par value (the "Merger Sub Common
Stock"), of which __________ shares have been issued and are outstanding and
owned beneficially and of record by Holdings; and
WHEREAS, Holdings has an authorized capitalization consisting of
750,000,000 shares of Common Stock, $5 par value (the "Holdings Common Stock"),
and 10,000,000 shares of Preferred Stock, with or without par value (the
"Holdings Preferred Stock"); and
WHEREAS, the Boards of Directors of the respective parties hereto deem it
advisable to merge Merger Sub with and into AGL (the "Merger") in accordance
with the Georgia Business Corporation Code and this Agreement whereby the
shares of AGL Common Stock will be converted into shares of Holdings Common
Stock.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties hereto agree that
Merger Sub shall be merged with and into AGL which shall be the corporation
surviving such merger and that the terms and conditions of such merger, the
mode of carrying it into effect, and the manner of converting and exchanging
shares shall be as follows:
ARTICLE I
The Merger
(a) Subject to and in accordance with the provisions of this Agreement,
Articles of Merger as set forth in Exhibit I hereto (the "Articles") shall be
executed and acknowledged by each of AGL and Merger Sub and thereafter
delivered to the Department of State of the State of Georgia for filing, as
provided in Section 14-2-1105 of the Georgia Business Corporation Code, upon
which filing with the Department of State and its issuance of a Certificate of
Merger, the Merger shall become effective (the "Effective Time"). At the
Effective Time, the separate existence of Merger Sub shall cease and Merger Sub
shall be merged with and into AGL (Merger Sub and AGL being sometimes referred
to herein as the "Constituent Corporations" and AGL, the corporation designated
in the Articles as the surviving corporation, being sometimes referred to
herein as the "Surviving Corporation").
(b) Prior to and after the Effective Time, Holdings, AGL and Merger Sub,
respectively, shall take all such action as may be necessary or appropriate in
order to effectuate the Merger. In this connection, Holdings shall issue
shares of Holdings Common Stock which the holders of AGL Common Stock shall be
entitled to receive as provided in Article II hereof. In the event that at any
time after the Effective Time any further action is necessary or desirable to
carry out the purposes of this Agreement and to vest the Surviving Corporation
with all rights, privileges, approvals, immunities and franchises and all
property, real, personal and mixed, of either of the Constituent Corporations,
the officers and directors of each of the Constituent Corporations as of the
Effective Time shall take all such further action.
ARTICLE II
Terms of Conversion and Exchange of Shares
At the Effective Time:
(a) Each share of AGL Common Stock issued immediately prior to the
Effective Time shall thereupon, and without surrender of stock certificates or
any other action on the part of the holder thereof, be changed and converted
into one share of Holdings Common Stock, which shall thereupon be issued, fully
paid and nonassessable; such shares of AGL Common Stock to be converted shall
be deemed to include any shares then held in its treasury, and such converted
treasury shares shall, immediately following the Effective Time, be deemed to
be held in Holdings' treasury;
(b) The shares of AGL Preferred Stock issued and outstanding immediately
prior to the Effective Time shall not be converted or otherwise affected by the
Merger, and each such share shall continue to be issued and outstanding and to
be one fully paid and nonassessable share of the particular series of AGL
Preferred Stock of the Surviving Corporation; and
(c) Each share of Merger Sub Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into one share of
common stock of the Surviving Corporation.
ARTICLE III
Stock Options
At the Effective Time, each outstanding option to purchase shares of AGL
Common Stock will be assumed by Holdings. Each such option will be exercisable
in accordance with its existing terms for the same number of shares of Holdings
Common Stock as the number of shares of AGL Common Stock subject to such
option.
ARTICLE IV
Articles of Incorporation and Bylaws
From and after the Effective Time, and until thereafter amended as
provided by the Restated Articles of Incorporation of AGL and by law, the
Restated Articles of Incorporation of AGL as in effect immediately prior to the
Effective Time shall be and continue to be the Restated Articles of
Incorporation of the Surviving Corporation. From and after the Effective Time,
and until thereafter amended as provided by the Restated Articles of
Incorporation and Bylaws of AGL and by law, the Bylaws of AGL as in effect
immediately prior to the Effective Time shall be and continue to be the Bylaws
of the Surviving Corporation.
ARTICLE V
Directors and Officers
The persons who are Directors and officers of AGL immediately prior to the
Effective Time shall continue as Directors and officers, respectively, of the
Surviving Corporation and shall continue to hold office as provided in the
Bylaws of the Surviving Corporation. If, at or following the Effective Time, a
vacancy shall exist in the Board of Directors or in the position of any officer
of the Surviving Corporation, such vacancy may be filled in the manner provided
in the Bylaws of the Surviving Corporation.
ARTICLE VI
Stock Certificates
Following the Effective Time, each holder of an outstanding certificate or
certificates theretofore representing shares of AGL Common Stock may, but shall
not be required to, surrender the same to Holdings for cancellation or
transfer, and each such holder or transferee will be entitled to receive
certificates representing the same number of shares of Holdings Common Stock as
the shares of AGL Common Stock previously represented by the stock certificates
surrendered. Until so surrendered or presented for transfer, each outstanding
certificate which, prior to the Effective Time, represented AGL Common Stock
shall be deemed and treated for all corporate purposes to represent the
ownership of the same number of shares of Holdings Common Stock as though such
surrender or transfer and exchange had taken place. The stock transfer books
for the AGL Common Stock shall be deemed to be closed at the Effective Time and
no transfer of outstanding shares of AGL Common Stock outstanding prior to the
Effective Time shall thereafter be made on such books. Following the Effective
Time, the holders of certificates representing AGL Common Stock outstanding
immediately before the Effective Time shall cease to have any rights with
respect to the stock of the Surviving Corporation and their sole rights shall
be with respect to the Holdings Common Stock to which their shares of AGL
Common Stock shall have been converted in the Merger.
ARTICLE VII
Conditions of the Merger
Consummation of the Merger is subject to the satisfaction of the following
conditions:
(a) The Merger shall have received the approval of the holders of capital
stock of each of the Constituent Corporations as required by their Articles of
Incorporation and the Georgia Business Corporation Code.
(b) There shall have been obtained an opinion or opinions of counsel
satisfactory to the Board of Directors of AGL with respect to the tax
consequences of the Merger and other transactions incident thereto.
(c) There shall have been obtained all of the regulatory approvals and
exemptions necessary, appropriate or desirable to be obtained prior to
effectuating the Merger and the Restructuring (as defined), as such approvals
and exemptions are described in the Proxy Statement related to AGL's 1996
Annual Meeting of Shareholders.
(d) The Holdings Common Stock to be issued and to be reserved for
issuance pursuant to the Merger shall have been approved for listing, upon
official notice of issuance, by the New York Stock Exchange.
(e) The Articles shall have been filed with the Department of State of
the State of Georgia.
ARTICLE VIII
Termination
At any time prior to the filing of the Articles with the Department of
State the Merger may be terminated by the Board of Directors of any corporation
a party hereto notwithstanding approval of the Merger by the stockholders of
all or any of the corporations parties hereto.
ARTICLE IX
Assumption of Obligations Under AGL Stock Plans
Holdings shall take all required corporate action to assume the
obligations of AGL under the following AGL plans: (i) the Retirement Savings
Plus Plan, (ii) the Leveraged Employee Stock Ownership Plan, (iii) the Long-
Term Stock Incentive Plan of 1990, (iv) the Nonqualified Savings Plan, (v) a
dividend reinvestment and stock purchase plan and (vi) the Non-Employee
Directors Equity Compensation Plan.
ARTICLE X
Cancellation of AGL's Holdings Common Stock
Immediately after the Effective Time, each share of Holdings Common Stock
held by AGL immediately prior to the Effective Time shall be cancelled.
ARTICLE XI
Miscellaneous
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, AGL, Merger Sub and Holdings, pursuant to approval and
authorization duly given by resolutions adopted by their respective Boards of
Directors, have each caused this Agreement and Plan of Merger to be executed by
its Chairman of the Board, President and Chief Executive Officer or one of its
Vice Presidents and its corporate seal to be affixed hereto and attested by its
Secretary.
ATLANTA GAS LIGHT COMPANY,
a Georgia corporation
________________________________________
[SEAL] By:
Title:
ATTEST:
_____________________________________
By:
Title:
AGL RESOURCES INC.,
a Georgia corporation
_____________________________________________
[SEAL] By:
Title:
ATTEST:
______________________________________
By:
Title:
AGL MERGER CO.,
a Georgia corporation
___________________________________________
[SEAL] By:
Title:
ATTEST:
__________________________________________
By:
Title:
