SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 3
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 Flo
Telephone: (212) 455-2000 Columbus, Ohio 43215
Telephone: (614) 461-7799
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This Amendment No. 3 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 amending Item 3 and Item 4 of the Application to the extent set forth below.
Item 3. Applicable Statutory Provisions.
1) Section A of Item 3 is amended by deleting subsection 3
thereof in its entirety and substituting therefore the following on pages 17
and 18 of the Application:
* * *
3. Section 10(f)
Section 10(f) provides that
The Commission shall not approve any acquisition . . .
under this section unless it appears to the
satisfaction of the Commission that such State laws as
may apply in respect of such acquisition have been
complied with, except where the Commission finds that
compliance with such State laws would be detrimental
to the carrying out of the provisions of section 11 .
. . .
The Restructuring is conditioned on full compliance
with the laws of Georgia. AGL has filed an application with the GPSC,
a copy of which is filed as Exhibit D-1 hereto; and in response to that
application, on February 16, 1996, the GPSC issued an order approving
the Restructuring (the "GPSC Order"), a copy of which is filed as
Exhibit D-2 hereto. Finally, the Restructuring will be consummated in
compliance with other applicable Georgia law. The approval of the TPSC
is not required under Tennessee law for the Restructuring to be
consummated.
* * *
2) Section B of Item 3 is hereby amended by adding the following
sentence to the end of the first paragraph thereof on page 18 of the
Application:
* * *
<PAGE>
B. The Exemptions under Sections 3(a)(1) and 3(a)(2)
* * *
If the Commission grants its approval of the Restructuring and the
requested exemptions under the 1935 Act to Holding Company and AGL,
Holding Company and AGL shall jointly file with the Commission on or
before March 1st of each year a statement containing substantially the
same information that, in the absence of such exemptions granted by
order of the Commission, each would have been required to provide on
Form U-3A-2 pursuant to Rule 2.
* * *
3) Section B.1. of Item 3 is hereby amended by adding the
following to the end of the second paragraph thereof on page 19 of the
Application (immediately following the table located in such paragraph):
* * *
1. Section 3(a)(1): Holding Company's Exemption
* * *
The Restructuring would not affect the utility operations of AGL or
Chattanooga or the financial statements of either company.
Consequently, Chattanooga would not, as a result of the Restructuring,
account for a larger percentage of Holding Company's consolidated
utility assets, operating revenues or pre-tax operating income than the
percentages of AGL's consolidated utility assets, operating revenues or
pre-tax operating income that Chattanooga would account for if the
Restructuring were not effected.
* * *
4) Section B.1. of Item 3 is hereby further amended by adding the
following paragraphs after the end of the last paragraph thereof on page 21 of
the Application:
* * *
On February 16, 1996, the GPSC Order was
issued approving the Restructuring. A copy of the GPSC Order
is filed as Exhibit D-2 hereto. In the GPSC Order, the GPSC
found that the grant of AGL's application for approval of the
Restructuring is in the public interest. See GPSC Order at
p. 4. The GPSC Order provides (i) that the books and records
of AGL, Holding Company and its subsidiaries "shall be open to
inspection and audit by the staff of [the GPSC] with respect to
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transactions between [AGL] and said affiliates" and (ii) "that
jurisdiction by [the GPSC] over [AGL] in its operations as a
public utility will continue following consummation of the Plan
of Restructuring." Id. at 5.
TPSC approval of the Restructuring is not required.
However, if the Commission grants its approval of the Restructuring and
the exemptions requested in this Application, the books and records of
Chattanooga, Holding Company and its subsidiaries shall after the
Restructuring be made open to inspection and audit by the TPSC with
respect to transactions between Chattanooga and Holding Company or its
subsidiaries.
* * *
Item 4. Regulatory Approval.
Item 4 is hereby amended by deleting the paragraph contained
therein on page 22 of the Application in its entirety and substituting
therefore the following:
* * *
The Restructuring requires the approval of the GPSC.
A copy of the application to the GPSC is filed as Exhibit D-1 hereto,
and a copy of the GPSC Order, which approved the Restructuring in
response to that application, is filed as Exhibit D-2 hereto. No other
state or federal commission, including the TPSC, has jurisdiction over
the Restructuring.
* * *
<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: March 5, 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: March 5, 1996 By: /s/ David R. Jones
David R. Jones
President and Chief Executive Officer
(Signature and printed name and title
of signing officer)
