File No. 70-9707
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
CERTIFICATE OF NOTIFICATION
(RULE 24)
BY
AGL Resources Inc.
By order dated October 5, 2000, Holding Co. Act Release No. 35-27243, the
Securities and Exchange Commission authorized AGL Resources Inc. (AGL Resources)
to acquire Virginia Natural Gas, Inc. and to form AGL Services Company. Under
the Commission's order, AGL Resources is required to file a certificate of
notification on a quarterly basis that provides the information described below.
This certificate of notification reports on the three-month period ended March
31, 2002.
a. If sales of common stock by AGLR are reported the purchase price per share
and market price per share at the date of the agreement.
None, other than those issued pursuant to employee benefit and
dividend reinvestment plans.
b. Total number of shares of AGLR common stock issued or issuable under
options granted during the quarter under employee benefit plans and
dividend reinvestment plans hereafter adopted.
233,704 shares were issued during the quarter ended March 31, 2002,
related to options previously granted under employee benefit plans.
3,198,274 shares were issuable as of March 31, 2002, pursuant to
options previously granted under employee benefit plans. Shares are
deemed to be issuable pursuant to options granted under employee
benefit plans when the exercise price of the underlying option is
lower than the average stock price for the quarter. 96,131 shares were
issued during the quarter ended March 31, 2002, pursuant to dividend
reinvestment plans.
c. If AGLR common stock has been transferred to a seller of securities of a
company being acquired, the number of shares so issued, the value per share
and whether the shares are restricted in the hands of the acquirer.
None
d. If a Guarantee is issued during the quarter, the name of the guarantor, the
name of the beneficiary of the Guarantee and the amount, terms and purpose
of the Guarantee.
Exhibit I - Guarantees Issued is submitted pursuant to request for
confidential treatment.
e. The amount and terms of any financings consummated by any utility
subsidiary that are not exempt under rule 52.
Exhibit II - Financings Not Exempt under Rule 52 is submitted pursuant
to request for confidential treatment.
f. A list of Form U-6B-2 filings submitted to the Commission during the
quarter, including the name of the filing entity and the date of filing.
None
g. Consolidated balance sheets as of the end of the quarter and separate
balance sheets as of the end of the quarter for each company, including
AGLR, that has engaged in jurisdictional financing transactions during the
quarter.
Exhibit III - Jurisdictional Financing Balance Sheets is submitted
pursuant to request for confidential treatment.
h. A table showing, as of the end of the quarter, the dollar and percentage
components of the capital structure of AGLR on a consolidated basis, and of
each utility subsidiary.
Exhibit IV - Capital Structure Table is submitted pursuant to request
for confidential treatment.
i. A retained earnings analysis of AGLR on a consolidated basis and for each
utility subsidiary detailing gross earnings, goodwill amortization,
dividends paid out of capital surplus and the resulting capital account
balances at the end of the quarter.
Exhibit V - Common Shareholders' Equity Analysis is submitted pursuant
to request for confidential treatment.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment to certificates
of notification (SEC File No. 70-9813) to be signed on its behalf by the
undersigned thereunto duly authorized.
AGL Resources, Inc.
By: /s/ Richard T. O'Brien
Richard T. O'Brien
Executive Vice President and
Chief Financial Officer
Date: May 31, 2002