File No. 70-8749
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 2
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.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
Michael P. Graney, Esq.
Mark S. Tibberts, Esq.
Simpson Thacher & Bartlett
1 Riverside Plaza, 9th Floor
Columbus, Ohio 43215
Telephone: (614) 461-7799
<PAGE>
This Amendment No. 2 on Form U-1/A to the Application on
Form U-1, File No. 70-8749, of AGL Resources Inc. and Atlanta Gas Light Company
is being filed for the purpose of amending and restating Item 6 of the
Application to the extent set forth below and filing the exhibits listed below.
Item 6. Exhibits and Financial Statements.
The following exhibits to the Application are being filed with this
Amendment No. 2:
NO. DESCRIPTION METHOD OF FILING
C-1(b) Amendment No. 2 to Incorporated by
Form S-4 Registration reference to
Statement of AGL Amendment No. 2 to
Resources Inc. Form S-4 Registration
Statement of AGL
Resources Inc. as
filed January 19,
1996
D-2 Determination of the Filed herewith
Georgia Public
Service Commission
F-1(a) Preliminary opinion Filed herewith
of Spears, Moore,
Rebman & Williams
<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: February 16, 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: February 16, 1996 By: /s/ David R. Jones
-----------------------------------
David R. Jones
President and Chief Executive Officer
(Signature and printed name and title of
signing officer)
[Letterhead of Georgia Public Service Commission]
Docket No. 6295-u
ORDER
In Re: Application of Atlanta Gas Light Company for
Approval of Corporate Restructuring Plan
Record Submitted: February 6, 1996 Decided: February 6, 1996
BY THE COMMISSION:
On November 27, 1995, Atlanta Gas Light Company ("Company") filed an
Application with the Commission seeking (i) approval of a Corporate
Restructuring Plan ("Plan") described in the Application; (ii) approval of the
implementation of such Plan; and (iii) such additional authority and approvals
as are necessary in order to consummate and implement the Plan.
Pursuant to the Plan, the Company would implement a new holding company
structure in which the Company would become a subsidiary of a newly formed
Georgia corporation, AGL Resources Inc. ("Resources). Under the Plan, AGL
Merger Co. ("Merger Co.") a newly formed corporate subsidiary of Resources,
will be merged with and into the Company and each of the outstanding shares of
common stock of Merger Co. will be converted into one share of common stock of
the Company, as the surviving corporation of the merger and each outstanding
share of common stock of the Company will be converted into one Resources
common share. Upon consummation of the restructuring, in accordance with the
Plan, each person who owned common shares in the Company immediately prior to
the restructuring will own a corresponding number of the outstanding Resources
common shares and Resources will own all of the outstanding common shares of
the Company. Each class of preferred stock of the Company and all indebtedness
of the Company will remain securities and obligations of the Company following
the restructuring.
Following consummation of the corporate restructuring, pursuant to the
Plan, the business of the Company will continue, under the ownership of
Resources, in all material respects, as it is conducted currently. Chattanooga
Gas Company ("Chattanooga"), currently a subsidiary of the Company, will remain
as a wholly-owned subsidiary of the Company and will remain an operating public
utility in Tennessee. Subsequent to the consummation of the initial corporate
restructuring, the current non-utility operating subsidiaries of the Company
(with the exception of AGL Energy Services, Inc., which will be a subsidiary of
Resources and Georgia Engine Sales & Service Company which will be dissolved)
will be transferred to a separate wholly-owned subsidiary of Resources, AGL
Investments Inc.
<PAGE>
FINDINGS OF FACT
1.
The Company is a corporation duly organized and existing under the laws of
the State of Georgia. The Articles of Incorporation, as amended, of Atlanta
Gas Light Company have previously been filed with this Commission.
2.
The Company and its wholly-owned subsidiary, Chattanooga, are
predominantly engaged in the distribution and transportation of natural gas,
and related undertakings, to customers in central, northwest, northeast and
southeast Georgia and the Chattanooga, Tennessee area. Through its non-utility
subsidiaries, Georgia Gas Company, Georgia Gas Service Company, Georgia Energy
Company, AGL Energy Services, Inc., and Trustees Investments, Inc., the Company
is also engaged in certain related unregulated businesses.
3.
The Company provides natural gas services to more than 1.3 million
customers, consisting of more than 1.2 million residential, 93,000 commercial
and 2,250 industrial customers. These customers are located in 229 Georgia
communities, including almost 950,000 customers in the Atlanta metropolitan
area, as well as customers in the service areas of Athens, Augusta, Brunswick,
Macon, Rome, Savannah and Valdosta, Georgia. During its fiscal year 1995,
Applicant sold or transported 245.4 million dekatherms of natural gas.
4.
All of the natural gas distribution and transportation services rendered
by the Company in Georgia are provided pursuant to distribution and pipeline
certificates of public convenience and necessity issued by this Commission.
5.
The Commission has on file annual and other reports required of the
Company by rules, regulations and orders of the Commission, reflecting, among
other information, details concerning the Company's capital structure, assets
and operations prior to the proposed restructuring.
6.
The Plan, in addition to being subject to the approval of this Commission,
must be approved by the holders of the common shares of the Company. In
addition, the Company has filed an Application with the Securities and Exchange
Commission seeking approval of the Plan and seeking appropriate exemption from
the Public Utility Holding Company Act of 1935 ("Holding Company Act") for both
the Company and Chattanooga.
<PAGE>
7.
The corporate restructuring pursuant to the Plan will not result in any
real change in the beneficial ownership of the Company. Under the Plan, the
Company will not be issuing stock or entering into any long-term debt.
Furthermore, the rights of the holders of the Company's common stock, in all
material respects, will essentially remain the same.
8.
The holding company structure contemplated by the Plan will: (a) permit
more efficient and more simplified regulation of the utility operations of the
Company by this Commission; (b) more clearly separate the operations of the
public utility business from any unregulated enterprise; (c) simplify the
separation of non-utility from utility investment and expenses for purposes of
regulatory review; (d) permit the use of financing techniques which are more
directly suited to the particular business requirements, and characteristics of
non-utility operations, without affecting the capital structure, credit
worthiness or funding of the operating utility; (e) permit Resources to respond
to non-utility opportunities in a time frame and in a business context that is
not possible in a regulated framework; (f) facilitate more efficient analysis
by the investment community of the varying individual lines of business; and
(g) provide legal protection against the imposition of liability on utility
operations for the results of unregulated business activities.
CONCLUSIONS OF LAW
The Commission finds that it has jurisdiction over these matters pursuant
to O.C.G.A. Section 46-2-20(a) and that grant of the application is in the
public interest and for lawful corporate purposes of the Company.
WHEREFORE, it is
ORDERED, that the Application is hereby approved
ORDERED, that in the manner and by the methods set forth in its
Application, the Plan and the Exhibits thereto, Atlanta Gas Light Company is
hereby authorized to enter into and consummate the proposed Plan of Corporate
Restructuring, pursuant to the Agreement and Plan of Merger, under which it
will become a subsidiary of AGL Resources Inc., a holding company, organized
under the laws of the State of Georgia for this purpose.
ORDERED FURTHER, that the Company must obtain all requisite authority and
approval from the Securities and Exchange Commission under federal law to
consummate the Plan of Corporate Restructuring.
ORDERED FURTHER, that the Company file with this Commission, within sixty
(60) days following consummation of the Plan of Corporate Restructuring
described herein, a summary of its actions and doings in connection with such
transaction.
ORDERED FURTHER, that the books and records of the Company, Resources and
its subsidiaries shall be open to inspection and audit by the staff of this
Commission with respect to transactions between the Company and said
affiliates.<PAGE>
ORDERED FURTHER, that a motion for reconsideration, rehearing,
or oral argument shall not stay the effectiveness of this order unless
otherwise provided by the Commission.
ORDERED FURTHER, that jurisdiction by the Commission over the Company in
its operations as a public utility will continue following consummation of the
Plan of Restructuring.
ORDERED FURTHER, that jurisdiction over this proceeding is expressly
retained for the purpose of entering such further order or orders as this
Commission may deem just and proper.
The above by action of the Commission in Administrative Session on
February 6, 1996.
/s/ Terri M. Lyndall /s/ Dave Baker
______________________________ __________________________
Terri M. Lyndall Dave Baker
Executive Secretary Chairman
2/16/96 2/16/96
______________________________ __________________________
Date Date
[LETTERHEAD OF SPEARS, MOORE, REBMAN & WILLIAMS]
February 13, 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 special Tennessee counsel to Atlanta Gas Light
Company (the "Company") and its wholly owned subsidiary, Chattanooga Gas
Company ("Chattanooga"), in connection with the transactions described in the
application on Form U-1 (the "Application") which was filed with the Securities
and Exchange Commission (the "Commission") on November 27, 1995 by the Company
and AGL Resources, Inc. ("Resources"). In the Application, Resources and the
Company request an order of the 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. In connection with the formation of a holding
company as reflected in the Application, the applicants request 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.
The opinion hereafter set forth is given to the Commission at the
request of the Company in connection with the Application and pursuant to item
<PAGE>
F of the Instructions as to Exhibits to Form U-1. The opinion rendered by this
firm consists of the opinion set forth in the sixth paragraph of this letter
(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 to the Commission and solely with
regard to the Application and may not otherwise be relied upon, used, quoted or
referenced 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. In making all of our
examinations, we assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and 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.
In rendering our Opinion, we have relied upon a letter from H. Edward
Phillips, III, Associate Counsel of the Tennessee Public Service Commission
(the "TPSC") dated January 22, 1996 (the "TPSC Letter"), a copy of which is
attached to this letter and, as to various factual matters that are material to
our Opinion, we have relied upon the factual statements set forth in a
certificate of officers of the Company. 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
Tennessee 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
<PAGE>
other than the laws of the State of Tennessee 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. Our Opinion is
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 in the Application are consummated as set forth in the Application
and in accordance with the Plan and a final order of the Commission is issued
as requested in the Application, we are of the Opinion Resources will not be a
public utility over which the Tennessee Public Service Commission will exercise
jurisdiction and will not be regulated in Tennessee.
We hereby consent to the filing of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ Spears, Moore, Rebman & Williams
SPEARS, MOORE, REBMAN & WILLIAMS
WLT:jb
Enclosure
SEC.AGL
<PAGE>
[LETTERHEAD OF TENNESSEE PUBLIC SERVICE COMMISSION]
January 22, 1996
Via Facsimile Transmission - (423) 756-4801
Mr. William L. Taylor, Jr., Esq.
Spears, Moore, Rebman & Williams
801 Pine Street, P.O. Box 1749
Chattanooga, Tennessee 37401-1749
In re: Formation of Holding Company by Atlanta Gas Light
Dear Mr. Taylor:
In response to your letter of inquiry dated January 18, 1996,
regarding the above-referenced matter, I am of the opinion that the Tennessee
Public Service Commission is not required by statute or any Commission
enactment to approve the formation of a holding company for Atlanta Gas Light.
It is my understanding from your letter and our telephone
conversation of January 17, 1996, Atlanta Gas Light's Tennessee subsidiary,
Chattanooga Gas will not be affected by the formation of a holding company for
Atlanta Gas Light. Further, based on your representations to me, It is my
understanding that Chattanooga gas will continue to operate under the same
name, as well as maintain the same assets that existed prior to the formation
of this holding company.
Therefore, in light of the above information, the Tennessee Public
Service Commission has no jurisdiction over this matter. Please call my office
if you have any additional questions.
Very truly yours,
/s/ H. Edward Phillips, III
H. Edward Phillips, III
Associate Counsel
cc: Dianne F. Neal, Esq.
Eddie Roberson, Jr.
