UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the Quarter Ended March 31, 2001
AGL Resources Inc.
(Name of registered holding company)
817 West Peachtree Street NW
Atlanta, Georgia 30308
(Address of principal executive offices)
Table of Contents
Page
____
Item 1. Organization Chart 1
Item 2. Issuance and Renewals of Securities
and Capital Contributions 1
Item 3. Associate Transactions Part I 2
Item 3. Associate Transactions Part II 2
Item 4. Summary of Aggregate Investment 3
Item 5. Other Investments 3
Item 6. Financial Statements and Exhibits 3
ITEM 1 - ORGANIZATION CHART
Name of Energy or Date of State of % of voting Nature
Reporting Gas Related Organiz- Incorpor- Securities of
Company Company ation ation Held Business
--------- ----------- -------- --------- ---------- ---------
AGL Energy 100% by
Services, Inc. Energy AGL Resources
("AGLE") Related 7/31/96 Georgia Inc. ("AGLR") (a)
Georgia Natural
Gas Company Gas 100% by
("GNG") Related 6/10/96 Georgia AGLR (b)
AGL Consumer 100% by
Services, Inc. Energy AGL Investments,
("AGCS") Related 6/5/96 Georgia Inc. ("AGLI") (c)
Utilipro, Inc. Energy 100% by
("Utilipro") Related 6/17/97 Georgia AGLI (d)
AGL Peaking
Services, Inc. Energy 100% by
("AGL Peaking")* Related 11/21/97 Georgia AGLR (e)
AGL Energy Wise
Services, Inc. Energy 100% by
("Energy Wise")* Related 3/13/97 Georgia AGLI (f)
(a) AGLE manages gas supply assets for regulated operations and secures gas
supply services for unregulated operations and other unaffiliated retail
gas marketers.
(b) GNG owns a 50% interest in SouthStar Energy Services, LLC ("SouthStar"), a
joint venture with subsidiaries of Dynegy Holdings, Inc. and Piedmont
Natural Gas Company. SouthStar markets natural gas and related services.
(c) AGCS markets appliance warranty contracts and energy-related consumer
services.
(d) During March 2001, AGLR sold substantially all of the assets of Utilipro.
(e) AGL Peaking owns a 50% interest in Etowah LNG Company, LLC ("Etowah"), a
joint venture with Southern Natural Gas Company. Etowah was formed for the
purpose of constructing, owning, and operating a liquefied natural gas
peaking facility.
(f) Energy Wise was formed to provide energy audits to promote the conservation
of energy through efficient and effective use of natural energy resources.
* These companies were inactive during the reporting period ended March 31,
2001.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
None
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ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of
Associate Companies (in thousands)
Reporting Associate
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs of Amount
Service Service(g) Rendered Charged Charged Capital Billed
--------- ---------- -------- ------- -------- ------- ------
AGLE Chattanooga Gas Supply
Gas Company Management
Services $22.5 $ 8.3 $0 $ 30.8
AGLE Atlanta Gas Gas Supply
Light Management
Company Services $132.8 $215.3 $0 $348.1
AGLE Virginia Gas Supply
Natural Gas Management
Services $87.3 $ 35.9 $0 $123.2
(g) All services are being provided at cost and are being billed (with the
exception of certain direct billings) through AGL Services Company
("AGSC"). As per Rules 80 and 81, energy purchases are not reported
hereunder.
Part II - Transactions Performed by Associate Companies on Behalf of
Reporting Companies (in thousands)
Associate Reporting
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs of Amount
Services Service Rendered Charged Charged Capital Billed
--------- --------- -------- ------- -------- ------- ------
AGSC AGLE Support(h) $388.5 $ 19.2 $ 2.7 $410.4
AGSC Utilipro Support(i) $ 70.7 $160.9 $26.5 $258.1
AGSC GNG Support(j) $ 73.4 $ 14.4 $ 4.6 $ 92.4
(h) AGLE receives support services (i.e. accounting, marketing, human
resources, payroll, etc.) from AGSC which are billed pursuant to a standard
at-cost service agreement with AGSC. Detailed information with respect to
transactions under the agreement is not provided in this report, but will
be provided by Form U-13-60.
(i) During March 2001, AGLR sold substantially all of the assets of Utilipro.
During the period ended March 31, 2001, Utilipro received support services
(i.e. accounting, information systems, legal, risk management, etc.) from
AGSC which were billed pursuant to a standard at-cost service agreement
with AGSC. Detailed information with respect to transactions under the
agreement is not provided in this report, but will be provided by Form U-
13-60.
(j) GNG receives support services (i.e. accounting, legal, risk management,
etc.) from AGSC which are billed pursuant to a standard at-cost service
agreement with AGSC. Detailed information with respect to transactions
under the agreement is not provided in this report, but will be provided by
Form U-13-60.
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ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (in thousands):
Total consolidated capitalization
of AGL Resources as of March 31, 2001 $2,003,919.0 Line 1
Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15) 300,587.8 Line 2
Greater of $50 million or line 2 300,587.8 Line 3
Total current aggregate investment:
(categorized by major line of
energy-related business) 3,978.7 Line 4
Difference between the greater of $50
million or 15% of capitalization and
the total aggregate investment of the
registered holding system
(line 3 less line 4) 296,609.1
Investments in gas-related companies
(in thousands):
Total current aggregate investment: 18,957.6 Line 5
(categorized by major line of
gas-related business)
Difference between the greater of $50
million or 15% of capitalization and
the total aggregate investment of the
registered holding system
(line 3 less line 5) 281,630.2
ITEM 5 - OTHER INVESTMENTS
Major Line of Other Invest- Other Invest- Reason for
Energy-Related ment in Last ment in this Difference in
Business U-9C-3 Report U-9C-3 Report Other Investment
-------------- ------------- ------------- ----------------
None
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit I - Balance Sheet of AGLE, GNG, AGL Peaking, Energy Wise and AGCS as
of March 31, 2001.
(Filed under confidential treatment pursuant to Rule 104(b))
Exhibit II - Income Statement for the Three Months Ending March 31, 2001 for
AGLE, Utilipro, GNG and AGCS. No Income Statements are being
filed for AGL Peaking and Energy Wise as they had no business
activity during the quarter. (Filed under confidential treatment
pursuant to Rule 104(b))
Exhibit III - The certificate as to filing with interested state commissions
is attached hereto as Exhibit III.
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SIGNATURE
The undersigned registered holding company has duly caused this
quarterly report to be signed on its behalf by the undersigned officer
thereunto duly authorized pursuant to the requirements of the Public
Utility Holding Company Act of 1935.
AGL RESOURCES INC.
/s/: Elizabeth J. White
-----------------------
By: Elizabeth J. White
Vice President and Controller
June 14, 2001
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