-----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, MIb0JsUHlo25xg5vkOqzhkxTDWJy6HWjrJBxi86z8XJufVRToaogJC1NaDNl9bCI KjZ4H6qqwxSrwVD+l9t6uw== 0000893750-96-000077.txt : 19960315 0000893750-96-000077.hdr.sgml : 19960315 ACCESSION NUMBER: 0000893750-96-000077 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960314 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08749 FILM NUMBER: 96534843 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 POS AMC 1 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 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 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) EX-99.1 2 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 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, 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 EX-99.2 3 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----