File No. 70-8749
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM U-1/POS AMC
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 Post-Effective Amendment No. 1 on Form U-1/POS AMC to the
Application on Form U-1, File No. 70-8749, of AGL Resources Inc. ("Holding
Company") and Atlanta Gas Light Company ("AGL") 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.
In addition, pursuant to Rule U-24, Holding Company and AGL
hereby certify that the transactions proposed in the Application on Form U-1,
as amended, were consummated on March 6, 1996 for the purposes represented in
the Application and in accordance with the terms and conditions of the
Application and the order of the Commission with respect thereto, dated
March 5, 1996 (Release No. 35-26482).
Item 6. Exhibits and Financial Statements.
The following exhibits to the Application are being filed with this
Post-Effective Amendment No. 1:
NO. DESCRIPTION METHOD OF FILING
__ ___________ ________________
F-2 "Past-tense" opinion of Filed herewith
Long, Aldridge & Norman
F-2(a) "Past-tense" opinion of Filed herewith
Spears, Moore, Rebman &
Williams
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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 14, 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 14, 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-2
[Letterhead of Long, Aldridge & Norman Appears Here]
March 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 a counsel to Atlanta Gas Light Company (the
"Company") in connection with an application on Form U-1, as amended (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") seeking 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 Gas Company, a wholly owned
subsidiary of the Company ("Chattanooga"). On March 5, 1996, the Commission
issued an Order (Release No. 35-26482) (the "Order") granting the approvals and
exemptions requested in the Application. The Order also granted 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 opinions hereinafter set forth are given to the Commission at the
request of the Company in connection with a post-effective amendment to 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 1-6 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 Order, 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, 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 and the written Order of the Georgia Commission (Docket No. 6295-U)
issued on February 16, 1996 (the GPSC Order) authorizing the Company to enter
<PAGE>
into and consummate the Plan. 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.
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, we are of the Opinion that:
1. The transactions contemplated by the Application have been
consummated as set forth in the Application and in accordance with the Plan.
2. All State laws applicable to implementation of the Plan have been
complied with.
3. Resources is a corporation validly organized and duly existing
under the laws of the State of Georgia.
4. The shares of common stock of Resources issued in accordance with
the Plan, are 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.
5. The outstanding shares of common stock of the Company are owned
by Resources.
6. By virtue of consummation of the Plan, 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,
<PAGE>
of holders of any securities (as defined in Section 2(a)(16) of the Act) issued
by Resources or the Company have not been violated.
We hereby consent to the filing of this letter as an exhibit to the
Application.
Yours very truly
/s/ Long, Aldridge & Norman, LLP
Long, Aldridge & Norman, LLP
EXHIBIT F-2(a)
[Letterhead of Spears, Moore, Rebman & Williams Appears Here]
March 13, 1996
Securities and Exchange Commission
450 Fifth Street, NW
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 (as amended, from time to time, 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"). By
order dated March 5, 1995 (Holding Co. Act Rel. No. 26482) (the "Order"), the
Commission granted the approvals and exemptions requested in the Application.
Specifically, the order authorized Resources, pursuant to Sections 9(a)(2) and
10 of the Public Utility Holding Company Act of 1935 (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 (such acquisition, the
"Transaction"). The Order also granted 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 a post-effective amendment to the Application
and pursuant to Item 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 of 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, including, without limitation, the
Order. 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>
In rendering our Opinion, we have relied upon both a letter from H. Edward
Phillips, III, Associate Counsel of the Tennessee Public Service Commission
(the "TPSC") dated January 22, 1996 (the "TPSC 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. A copy of the TPSC letter is attached to our "preliminary" opinion
dated February 13, 1996, which was filed as Exhibit F-1(a) to the Application.
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 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, we are of the Opinion that the
Tennessee Public Service Commission had no jurisdiction over the Transaction.
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
<PAGE>
