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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
8-K/A |
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Amendment
No. 1 |
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CURRENT
REPORT |
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PURSUANT
TO SECTION 13 OR 15(d) OF |
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THE
SECURITIES EXCHANGE ACT OF 1934 |
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Date
of Report (Date of earliest event reported): November 30,
2004 |
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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 |
1-14174 |
58-2210952 |
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(State
or other jurisdiction of incorporation) |
(Commission
File No.) |
(I.R.S.
Employer Identification No.) |
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Ten
Peachtree Place NE
Atlanta,
Georgia 30309 |
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(Address
and zip code of principal executive offices) |
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404-584-4000 |
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(Registrant's
telephone number, including area code) |
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Not
Applicable |
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(Former
name or former address, if changed since last report) |
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions: |
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
The
undersigned registrant hereby amends Item 9.01(a) and 9.01(b) of its Current
Report on Form 8-K filed on November 30, 2004 to include the financial
statements of NUI Corporation, acquired by AGL Resources Inc. on November 30,
2004, and certain pro forma financial information. This amendment also includes
item 2.03.
Item
2.03 Creation
of Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
NUI
Utilities, Inc. a wholly owned subsidiary of NUI had approximately $200 million
of indebtedness pursuant to revenue bonds that are the obligation of NUI
Utilities, Inc., a wholly owned utility subsidiary of NUI Corporation. We do not
guarantee or provide any other form of security for the repayment of this
indebtedness.
NUI
Utilities is party to a series of loan agreements with the New Jersey Economic
Development Authority (NJEDA) pursuant to which the NJEDA has issued four series
of gas facilities revenue bonds:
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(i) |
$46.5 million principal amount of bonds
at 6.35 %, due October 1, 2022, |
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(ii) |
$39.0 million principal amount of bonds
at variable rates, due June 1, 2026 (“Variable Bonds”), |
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(iii) |
$54.6 million principal amount of bonds
at 5.7 %, due June 1, 2032 and |
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(iv) |
$40.0
million principal amount of bonds at 5.25%, due November 1, 2033.
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NUI
Utilities is also party to a loan agreement pursuant to which Brevard County,
Florida has issued $20 million principal amount of bonds at 6.40% due October 1,
2024.
In
accordance with the terms of these loan agreements, the funds received by the
NJEDA or Brevard County, as the case may be, upon the issuance of the applicable
bonds have been loaned to NUI Utilities. The interest rates and maturity dates
under the loan agreements parallel the interest rates and maturity dates under
the bonds. Interest payments by NUI Utilities on the loans are used to pay the
interest on the bonds.
The
Variable Bonds contain a provision whereby the holder can "put" the bonds back
to the issuer. In 1996, NUI Utilities executed a long-term Standby Bond Purchase
Agreement (SBPA) with a syndicate of banks, which was amended and restated on
June 12, 2001. Under the terms of the SBPA, as further amended, The Bank of New
York (the “bank”) is obligated under certain circumstances to purchase Variable
Bonds that are tendered by the holders thereof and not remarketed by the
remarketing agent. Such obligation of the bank would remain in effect until the
expiration of the SBPA, unless it is extended or earlier terminated.
The terms
of the SBPA restrict the payment of dividends by NUI Utilities to an amount
based, in part, on the earned surplus as defined in the agreement of NUI
Utilities. On May 19, 2004, NUI Utilities and the bank amended the SBPA to
eliminate the effect of NUI Utilities settlement with the New Jersey Board of
Public Utilities related to our acquisition of NUI and the estimated refunds to
customers in Florida on the earned surplus of NUI Utilities. In addition the
amendment extended the expiration date of the SBPA to June 29, 2005. For a
summary of the terms of the settlement with the New Jersey Board of Public
Utilities, see our Current Report on Form 8-K dated November 26, 2004.
If the
SBPA is not further extended beyond June 29, 2005, in accordance with the terms
of the Variable Bonds, all of the Variable Bonds would be subject to mandatory
tender at a purchase price of 100 percent of the principal amount, plus accrued
interest, to the date of tender. In such case, any Variable Bonds that are not
remarketable by the remarketing agent will be purchased by The Bank of New
York.
Beginning
six months after the expiration or termination of the SBPA, any Variable Bonds
still held by the bank must be redeemed or purchased by NUI Utilities in ten
equal, semi-annual installments. In addition, while the SBPA is in effect, any
tendered Variable Bonds that are purchased by the bank and not remarketed within
one year must be redeemed or purchased by NUI Utilities at such time, and every
six months thereafter, in ten equal, semi-annual installments.
As of
November 30, 2004, the aggregate principal and accrued interest on the
outstanding Variable Bonds totaled approximately $39.0 million. Principal and
any unpaid interest on the outstanding Variable Bonds are due on June 1, 2026,
unless the put option is exercised before that time.
Item
9.01 Financial
Statements and Exhibits
The
registrant hereby amends its Current Report on Form 8-K dated November 30, 2004
by deleting the text under Item 9.01 and replacing it with the following
text.
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Financial
Statements of Business Acquired. |
Included
as Exhibit 99.1 hereto and incorporated herein by reference.
| (b) |
Pro
Forma Financial Information. |
Included
as Exhibit 99.2 hereto and incorporated herein by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AGL
RESOURCES INC. |
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(Registrant) |
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Date:
February 14, 2005 |
/s/
Richard T. O’Brien |
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Executive
Vice President and Chief Financial
Officer |
Exhibit
Index
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Exhibit
No. |
Description |
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| 23 |
Consent
of PricewaterhouseCoopers LLP, independent registered public accounting
firm |
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99.1 |
Financial
Statements of Business Acquired |
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99.2 |
Pro
Forma Financial Information |