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[LOGO OF ATLANTA GAS LIGHT COMPANY APPEARS HERE]
January 29, 1996
Dear Fellow Employee and Shareholder:
Within the next few days you'll receive the Proxy Statement and Prospectus for
the 1996 Annual Meeting of Shareholders. This official document provides the
details about the proposed new holding company, AGL Resources Inc. In the same
package, you'll also receive a proxy card for recording your vote on whether to
approve the formation of AGL Resources Inc., as well as three other proposals.
From the Company's perspective, establishing AGL Resources Inc. is an essential
step toward achieving our vision of becoming America's leading natural gas and
energy services company. The benefits of the holding company include the
following:
. It will allow us to separate our regulated and unregulated businesses and
respond quickly to new business opportunities -- propane sales, gas marketing,
power marketing, energy-related consumer services, and pipeline capacity and
energy management services -- outside our regulated natural gas distribution
business.
. The Articles of Incorporation and Bylaws of AGL Resources Inc. include
antitakeover provisions. The Board of Directors and management team believe
those provisions, if adopted, are in the best interest of employees and
shareholders.
. Most importantly, the holding company will give us more organizational
flexibility so we can take full advantage of the opportunities created as a
result of the changes in the natural gas industry, thus enhancing shareholder
value.
The Board of Directors and management team recommend that you vote for each of
the proposals, including the one to form AGL Resources Inc. I urge you to review
the materials carefully, mark your proxy card FOR and return it as instructed.
Thank you for your continued support.
Sincerely,
/s/ David R. Jones
David R. Jones
President
