-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bt18+pny5EYns9ulGi0+rR+FxZUiP7K9EYAOtWTC9vCQNK0idJCoYZXwIGdLdTeh 7qBVIa1cOxOR1GCjjtwPZA== 0000893750-96-000067.txt : 19960220 0000893750-96-000067.hdr.sgml : 19960220 ACCESSION NUMBER: 0000893750-96-000067 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960216 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTA GAS LIGHT CO CENTRAL INDEX KEY: 0000008154 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 580145925 STATE OF INCORPORATION: GA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08749 FILM NUMBER: 96522954 BUSINESS ADDRESS: STREET 1: 303 PEACHTREE ST NE STREET 2: ONE PEACHTREE CENTER CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045844000 MAIL ADDRESS: STREET 1: PO BOX 4569 CITY: ATLANTA STATE: GA ZIP: 30302 U-1/A 1 CULLUM 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 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 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) EX-99 2 [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. 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. 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. 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 EX-5 3 [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 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 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 [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. -----END PRIVACY-ENHANCED MESSAGE-----