File No. 70-8749
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 1
ON
FORM U-1/A
APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
AGL RESOURCES INC.
ATLANTA GAS LIGHT COMPANY
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(Name of company or companies filing this statement
and address of principal executive offices)
_________________________
AGL RESOURCES INC.
ATLANTA GAS LIGHT COMPANY
c/o James S. Thomas, Jr., Esq.
ATLANTA GAS LIGHT COMPANY
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Telephone: (404) 584-4000
(Names and addresses of agents for service)
Copies to:
James M. Cotter, Esq. Michael P. Graney, Esq.
Simpson Thacher & Bartlett Mark S. Tibberts, Esq.
425 Lexington Avenue Simpson Thacher & Bartlett
New York, New York 10017 1 Riverside Plaza, 9th Floor
Telephone: (212) 455-2000 Columbus, Ohio 43215
Telephone: (614) 461-7799
<PAGE>
This Amendment No. 1 on Form U-1/A to the Application on Form U-1,
File No. 70-8749 (the "Application"), of AGL Resources Inc. ("Holding Company")
and Atlanta Gas Light Company ("AGL") is being filed for the purpose of:
(1) amending Section A of Item 1 of the Application to the extent set
forth below;
(2) amending Section B(1) of Item 3 of the Application to the extent set
forth below;
(3) amending and restating Item 6 of the Application to the extent set
forth below and filing the exhibits listed below; and
(4) pursuant to paragraph (G) of the Commission's Instructions as to
Exhibits to Form U-1, filing a financial data schedule of AGL for the
fiscal year ended September 30, 1995 electronically in accordance
with the requirements for filings on EDGAR.
Item 1. Description of the Proposed Transaction.
1. Section A of Item 1 is hereby amended by deleting in its
entirety the first paragraph of such Section A and substituting therefore the
following paragraph:
* * *
Both AGL and Chattanooga are "gas utility companies" as
defined under Section 2(a)(4) of the 1935 Act. AGL supplies natural
gas distribution and transportation service to the public in central,
northwest, northeast and southeast Georgia, with the majority of its
customers located in the metropolitan Atlanta area. In providing
this service, AGL is subject to regulation by the Georgia Public
Service Commission ("GPSC") under Title 46 of the Official Code of
Georgia, Annotated. Chattanooga supplies natural gas distribution
and transportation service to the public in Chattanooga and
Cleveland, Tennessee, and surrounding portions of Hamilton County and
Bradley County. In providing this service, Chattanooga is subject to
regulation by the Tennessee Public Service Commission ("TPSC") under
Title 65 of the Tennessee Code Annotated. In addition, Chattanooga
operates a liquefied natural gas facility which is regulated by the
Federal Energy Regulatory Commission pursuant to Section 7(c) of the
Natural Gas Act of 1938.
* * *
2. Section A of Item 1 is further amended by deleting in its
entirety the third paragraph of such Section A and substituting therefore the
following paragraph:
* * *
<PAGE>
AGL also has a number of subsidiaries that are not "public
utility companies" for purposes of the 1935 Act. These include: (i)
Georgia Gas Service Company, a Georgia corporation that provides
liquified petroleum gas service to customers in Georgia and Alabama;
(ii) Georgia Gas Company, a Georgia corporation with working
interests in gas production activities; (iii) Georgia Energy Company,
a Georgia corporation that provides natural gas vehicle conversion
services; (iv) Trustees Investments, Inc., a Georgia corporation in
the business of real estate development; and (v) AGL Energy Services
Inc., a Georgia corporation in the business of natural gas marketing
through its ownership of partnership interests in Sonat Marketing
L.P., a natural gas marketer. The operations of AGL's subsidiaries
that are not "public utility companies" contributed $881,000 to AGL's
aggregate after-tax net income in fiscal year 1995.
Item 3. Applicable Statutory Provisions.
Section B(1) of Item 3 is hereby amended by deleting in its entirety
the second paragraph of such Section B(1) and substituting therefore the
following paragraph:
* * *
Chattanooga would represent only a small part of Holding Company's
operations. As indicated on Exhibit G-3 hereto, Chattanooga accounted for
the following percentages of AGL's consolidated utility assets, revenues
and pre-tax operating income over the last three fiscal years:
<TABLE>
<CAPTION>
FY 1993 FY 1994 FY 1995 <F1>
----------- ------------ -------------
<S> <C> <C> <C>
Total Assets . . . . . . . . . . . 6.3% 6.4% 6.9%
(excluding non-utility property)
Operating Revenues . . . . . . . . 6.0% 6.2% 6.2%
Pre-Tax Operating Income . . . . . 6.0% 5.9% 11.2% <F2>
_____________________
<FN>
<F1> AGL's fiscal year ends on September 30.
<F2> Chattanooga's pre-tax operating income represented 11.2% of AGL's
consolidated pre-tax operating income in FY 1995 because of certain
nonrecurring restructuring charges. Absent these nonrecurring charges,
Chattanooga's pre-tax operating income in FY 1995 would have been 6.5% of
AGL's consolidated pre-tax operating income.
</TABLE>
* * *
<PAGE>
Item 6. Exhibits and Financial Statements
The following exhibits to the Application are being filed with this
Amendment No. 1:
NO. DESCRIPTION METHOD OF FILING
- ------- --------------------------------- --------------------------------
C-1(a) Amendment No. 1 to Form S-4 Incorporated herein by
Registration Statement of AGL reference to the Amendment No.
Resources Inc. 1 to Form S-4 Registration
Statement of AGL Resources
Inc. as filed on January 5,
1996
F-1 Preliminary opinion of Long, Filed herewith
Aldridge & Norman
G-2 Consolidated Balance Sheet of AGL Incorporated herein by
as of September 30, 1995 and reference to AGL's Annual
Consolidated Statements of Common Report for the fiscal year
Stock Equity, Income and Cash ended September 30, 1995
Flows of AGL for the three fiscal
years ended September 30, 1995
G-3 Amended and Restated Statement of Filed herewith
Operating Revenues, Pre-tax
Operating Income and Total Assets
(excluding non-utility property)
of AGL (consolidated) and
Chattanooga (unaudited) for the
three fiscal years ended September
30, 1995
G-5 Balance Sheet of Chattanooga Filed herewith
(unaudited) as of September 30,
1995; Statements of Common Stock
Equity and Income of Chattanooga
(unaudited) for the three fiscal
years ended September 30, 1995
I-1 Fees, Commissions and Expenses Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned companies have duly caused this statement to be
signed on their behalf by the undersigned thereunto duly authorized.
AGL RESOURCES INC.
Date: January 19, 1996 By: /s/ David R. Jones
David R. Jones, President and
Chief Executive Officer
(Signature and printed name
and title of signing officer)
ATLANTA GAS LIGHT COMPANY
Date: January 19, 1996 By: /s/ David R. Jones
David R. Jones, President and
Chief Executive Officer
(Signature and printed name
and title of signing officer)
EXHIBIT F-1
[Letterhead of Long, Aldridge & Norman, Atlanta, Georgia]
January 18, 1996
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application on Form U-1 of AGL Resources Inc. and
Atlanta Gas Light Company (File Number 70-8749)
Gentlemen:
We have acted as a counsel to Atlanta Gas Light Company (the
"Company") in connection with the preparation of an application on Form U-1
(the "Application") which was filed with the Securities and Exchange Commission
(the "Commission") on November 27, 1995. Pursuant to the Application, AGL
Resources Inc. ("Resources") and the Company are seeking an order of Commission
under the Public Utility Holding Company Act of 1935, as amended (the "Act")
authorizing Resources, pursuant to sections 9(a)(2) and 10 of the Act, to
acquire all of the outstanding shares of common stock of the Company and
indirectly all of the outstanding shares of common stock of Chattanooga Gas
Company, a wholly owned subsidiary of the Company ("Chattanooga"). In
connection with the formation of a holding company as reflected in the
Application, the applicants are seeking an exemption for Resources (and each
subsidiary company of Resources) and the Company (and each subsidiary of the
Company) from all provisions of the Act, except for Section 9(a)(2) thereof.
<PAGE>
The opinions hereinafter set forth are given to the Commission at the
request of the Company in connection with the Application and pursuant to item
F of Instructions as to Exhibits to form U-1. The opinions rendered by this
firm consist of the matters set forth in numbered paragraphs 1-5 below (our
Opinion) and no opinion is implied or to be inferred beyond such matters.
Additionally, our Opinion is based upon and subject to the qualifications,
limitations and exceptions set forth in this letter. Our Opinion is furnished
solely for the benefit of the Commission and solely with regard to the
Application and may not otherwise be relied upon, used, quoted or referred to
by, or filed with, any other person or entity without our prior written
consent.
In rendering our Opinion, we have examined such agreements,
documents, instruments and records as we deemed necessary or appropriate under
the circumstances for us to express our Opinion, including, without limitation,
the Application, the Agreement and Plan of Merger by and among the Company,
Resources and AGL Merger Co. (the "Plan"), the Charter and Bylaws of the
Company, the Articles of Incorporation and Bylaws of Resources, minutes of
proceedings of the Board of Directors of the Company and Resources, and the
Application of the Company to the Georgia Public Service Commission (the
"Georgia Commission") on November 27, 1995 for approval of the Plan of
Restructuring ("GPSC Application"), a copy of which is an exhibit to the
Application. In making all of our examinations, we assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies and the due execution and delivery of all documents by any persons or
entities other than the Company or Resources where due execution and delivery
by such persons or entities is a prerequisite to the effectiveness of such
documents.
<PAGE>
As to various factual matters that are material to our Opinion, we
have relied upon the factual statements set forth in the Application, a
certificate of officers of the Company and Resources and a certificate of a
public official. We have not independently verified or investigated, nor do we
assume any responsibility for, the factual accuracy or completeness of such
factual statements.
The members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice in that state. We do not herein
express any opinion concerning any matter respecting or affected by any laws
other than the laws of the State of Georgia (the "State") that are now in
effect and that, in the exercise of reasonable professional judgment, are
normally considered in transactions such as those contemplated by the
Application. To the extent that the opinions set forth below relate to the
nature and extent of the jurisdiction of the Georgia Commission, we have
assumed that the only Georgia laws and regulations applicable are those
referred to in the GPSC Application. The Opinions hereinafter set forth are
based upon pertinent laws and facts in existence as of the date hereof and
we expressly disclaim any obligation to advise you of changes to such
pertinent laws or facts that hereafter may come to our attention.
Based upon and subject to the foregoing, if the transactions
contemplated by the Application are consummated as set forth in the Application
and in accordance with the Plan, a final order of the Commission is issued as
requested in the Application and a written order is received from the Georgia
Commission pursuant to the GPSC Application approving the transaction
contemplated by the Application, we are of the opinion that:
1. All state laws applicable to implementation of the Plan will
have been complied with.
<PAGE>
2. Resources is a corporation validly organized and duly existing
under the laws of the State of Georgia.
3. The shares of common stock of Resources to be issued in
accordance with the Plan, when issued in accordance with the Plan, will be
validly issued, fully paid and nonassessable, with the rights and
privileges set forth in the Articles of Incorporation, the Bylaws and in
accordance with the Georgia Business Corporation Code.
4. Upon consummation of the transactions contemplated by the Plan,
the outstanding shares of common stock of the Company will be owned by
Resources.
5. Assuming the Plan is consummated in accordance with its terms
and after receipt of all requisite approvals, the rights, as set forth in
the Articles of Incorporation of Resources, the Charter of the Company,
the Bylaws of Resources and the Company, and the Georgia Business
Corporation Code, of holders of any securities (as defined in Section
2(a)(16) of the Act) issued by Resources or the Company will not be
violated.
We hereby consent to the filing of this letter as an exhibit to the
Application.
Very truly yours,
/s/ Long, Aldridge & Norman
Long, Aldridge & Norman
AMENDED AND RESTATED EXHIBIT G-3
Atlanta Gas Light Company
Chattanooga Gas Company
Statement of Operating Revenues, Pretax Operating Income
and Total Assets (excluding non-utility property)
(Millions)
<TABLE>
<CAPTION>
Fiscal Year 1993 Fiscal Year 1994 Fiscal Year 1995<F1>
----------------------------------- ----------------------------------- -----------------------------------
AGL/ % AGL/ % AGL/ %
Chattanooga Chattanooga Chatt/ Chattanooga Chattanooga Chatt/ Chattanooga Chattanooga Chatt/
Consolidated (Unaudited) Consol Consolidated (Unaudited) Consol Consolidated (Unaudited) Consol
------------ ------------- ------- ------------- ------------ ------ ------------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues. $1,130.3 $68.1 6.0% $1,199.9 $ 74.8 6.2% $1,063.0 $ 66.4 6.2%
Pre-tax Operating
Income . . . . . $ 128.1 $ 7.7 6.0% $ 141.9 $ 8.4 5.9% $ 92.9 $ 10.4 11.2%
Pre-tax Operating
Income<F2> . . . $ 163.2 $ 10.6 6.5%
Total Assets -
Excluding
Nonutility
Property . . . . $1,515.2 $95.0 6.3% $1,625.1 $104.1 6.4% $1,628.3 $112.5 6.9%
____________________
<FN>
<F1> AGL's fiscal year ends on September 30.
<F2> Excluding Non-recurring Restructuring Charges of AGL and Chattanooga.
</TABLE>
EXHIBIT G-5
CHATTANOOGA GAS COMPANY
Balance Sheet (Unaudited) as of September 30, 1995
(Millions)
<TABLE>
<CAPTION>
SEPTEMBER
1995
----------------------
<S> <C>
Balance Sheet
Assets
Property
Utility plant $135.2
Less accumulated depreciation 40.2
Less contributions in aid of construction 1.4
------
Utility plant-net 93.6
------
Current assets
Cash 0.9
Temporary cash investments --
Receivables-net 6.2
Inventories
Natural gas stored underground 5.2
Liquefied natural gas 2.0
Materials and supplies 0.4
Merchandise 0.2
Deferred purchased gas adjustment 2.2
Other 0.7
------
Total current assets 17.8
------
Deferred debits
Prepaid pension costs 0.4
Other 0.7
------
Total deferred debits 1.1
------
Total $112.5
======
<PAGE>
SEPTEMBER
1995
----------------------
Capitalization and Liabilities
Capitalization
Earnings reinvested $ 24.8
Long-term debt 35.3
------
Total capitalization 60.1
------
Current Liabilities
Short-term debt 33.8
Accounts payable 4.7
Customer deposits 2.3
Interest 0.8
Other accrued liabilities 2.0
Suppliers refunds 3.4
Deferred purchased gas adjustment --
Other (0.2)
------
Total current liabilities 46.8
------
Long-Term Liabilities
Accrued postretirement benefits costs 0.1
------
Deferred credits 1.0
------
Accumulated deferred income taxes 4.5
------
Total $112.5
======
</TABLE>
<PAGE>
CHATTANOOGA GAS COMPANY
Statements of Common Stock Equity (Unaudited)
For the Years Ended September 30, 1995, 1994 and 1993
(Millions)
<TABLE>
<CAPTION>
9/30/95 9/30/94 9/30/93
------------------ ------------------ ------------------
<S> <C> <C> <C>
Earnings Reinvested
Beginning of year $19.8 $15.4 $11.1
Net income 5.0 4.4 4.3
----- ----- -----
End of year 24.8 19.8 15.4
----- ----- -----
Total common stock equity $24.8 $19.8 $15.4
===== ===== =====
</TABLE>
<PAGE>
CHATTANOOGA GAS COMPANY
Income Statement (Unaudited)
For the Twelve Months Ended September 30, 1995, 1994 and 1993
(Millions)
<TABLE>
<CAPTION>
9/30/95 9/30/94 9/30/93
------------------- ------------------- -------------------
<S> <C> <C> <C>
Operating revenues
Cost of gas $66.4 $74.8 $68.1
Operating Margin 38.9 48.8 45.4
----- ----- -----
Other Operating Expenses 27.5 26.0 22.7
----- ----- -----
Operation 7.8 8.7 7.0
Restructuring Costs 0.2 -- --
Maintenance 1.5 1.7 1.7
Depreciation of plant other than transportation equipment 4.0 3.6 3.2
Income taxes 3.0 2.4 2.1
Taxes other than income taxes 3.6 3.6 3.1
----- ----- -----
Total other operating expenses 20.1 20.0 17.1
----- ----- -----
Operating income 7.4 6.0 5.6
----- ----- -----
Other income
Other income and deductions-net (0.1) (0.1) (0.4)
----- ----- -----
Total other income -- net (0.1) (0.1) (0.4)
----- ----- -----
Income before interest charges 7.3 5.9 5.2
----- ----- -----
Interest charges
Allowance for funds used during construction-debt (0.1) (0.1) (0.1)
Other interest charges 2.4 1.6 1.0
----- ----- -----
Total interest charges 2.3 1.5 0.9
----- ----- -----
Net income $ 5.0 $ 4.4 $ 4.3
===== ===== =====
</TABLE>
EXHIBIT I-1
Fees, Commissions and Expenses
<TABLE>
<S> <C>
Commission filing fee for the
Application on Form U-1 . . . . . . . . . . . . . $ 2,000
Commission filing fee for the
Registration Statement on Form S-4 . . . . . . . $368,086
New York Stock Exchange Listing Fee (estimated) . . $ 5,300
Auditors' Fees (estimated) . . . . . . . . . . . . $ 40,000
Legal Fees (estimated) . . . . . . . . . . . . . . $300,000
Printing (estimated) . . . . . . . . . . . . . . . $135,000
Stock Certificates (estimated) . . . . . . . . . . $ 35,000
Miscellaneous (estimated) . . . . . . . . . . . . . $ 50,000
--------
Total . . . . . . . . . . . . . . . . . . . . . . $935,386
========
</TABLE>
UT
1,000,000
12-MOS
SEP-30-1995
OCT-01-1994
SEP-30-1995
PER-BOOK
1337
46
220
63
9
1675
137
298
122
557
56
3
555
51
0
0
0
0
0
0
453
1675
1063
16
398
986
77
1
78
48
31
4
26
54
43
210
0.50
0.50
