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, AS AMENDED
For the Quarter Ended June 30, 2004
AGL Resources Inc.
(Name of registered holding company)
Ten Peachtree Place
Atlanta, Georgia 30309
(Address of principal executive offices)
Inquiries concerning this Form U-9C-3 may be directed to:
Bryan E. Seas
Vice President and Controller
AGL Resources Inc.
Ten Peachtree Place
Atlanta, Georgia 30309
404-584-4000
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Table of Contents
Page | ||
Item 1. | Organization Chart | 3 |
Item 2. | Issuance and Renewals of Securities and Capital Contributions | 4 |
Item 3. | Associate Transactions | 4-5 |
Item 4. | Summary of Aggregate Investment | 6 |
Item 5. | Other Investments | 6 |
Item 6. | Financial Statements and Exhibits | 7 |
SIGNATURE | 8 |
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ITEM 1 - ORGANIZATION CHART
*
This company was inactive during the reporting period ended June 30, 2004.
**
Incorporated, but not organized, as of June 30, 2004.
(a)
The following acronyms are used in Item 1: RHC – registered holding company, IHC – intermediate holding company.
(b)
AGL Resources and AGLI are not reporting companies but are included in this Item 1 because they hold securities, directly or indirectly, in the gas-related companies as indicated.
(c)
SEM is an asset optimization, producer services, and wholesale marketing and risk management subsidiary.
(d)
Through September 2003, Southeastern LNG, Inc. owned and operated a fleet of liquefied natural gas tankers. Southeastern LNG, Inc. sold its entire fleet of tankers in October 2003 and currently has no active operations.
(e)
GNG currently owns a non-controlling 70% financial interest in SouthStar and Piedmont Natural Gas Company, Inc. (“Piedmont”) owns the remaining 30%. Our 70% interest is non-controlling because all significant management decisions require approval by both owners. On March 29, 2004, AGL Resources executed an amended and restated partnership agreement with Piedmont. This amended and restated partnership agreement calls for SouthStar’s future earnings starting in 2004 to be allocated 75% to GNG and 25% to Piedmont. In addition, the partners executed a services agreement, which provides that AGL Services Company will provide and administer accounting, treasury, internal audit, human resources and information technology functions.
(f)
SouthStar is the largest retail marketer of natural gas in Georgia with a market share of approximately 36% and operates under the trade name Georgia Natural Gas.
(g)
Formed to construct a propane air facility in the VNG service area to serve VNG’s peaking needs.
(h)
AGL Peaking Services, Inc. (“AGL Peaking”) owns property formerly designated for a liquefied natural gas peaking facility, but has no active operations.
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ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
There were no reportable issuances of securities or capital contributions made by the reporting entities during the quarter ended June 30, 2004.
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies for the Quarter Ended June 30, 2004 (in thousands)
Reporting Company Rendering Services | Associate Company Receiving Services (a) | Types of Services Rendered | Direct Costs Charged (b) | Indirect Costs Charged (b) | Cost of Capital (b) | Total Amount Billed (b) |
SEM | Atlanta Gas Light Company | Gas procurement, scheduling and other | $ 68 | -- | -- | $ 68 |
SEM | Virginia Natural Gas, Inc. | Gas procurement, scheduling and other | 64 | -- | -- | 64 |
SEM | Chattanooga Gas Company | Gas procurement, scheduling and other | 49 | -- | -- | 49 |
SEM | AGL Networks, LLC | Gas procurement, scheduling and other | 7 | -- | -- | 7 |
SEM | Atlanta Gas Light Company | Gas Transmission Storage Management | 866 | -- | -- | 866 |
(a)
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.
(b)
The Receiving Company makes available idle or underutilized gas transportation and storage capacity for use by the Serving Company, as agent for the Receiving Company, in return for which the Serving Company pays for costs incurred and shares the profits with the Receiving Company in accordance with approval by the appropriate state commissions.
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Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies for the Quarter Ended June 30, 2004 (in thousands)
(c)
Sequent receives support services (i.e. accounting, information services, 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.
(d)
Pivotal Propane of Virginia, Inc.; and AGL Peaking Services receive support services from AGSC. Detailed information with respect to these transactions is not provided in this report but will be provided by Form U-13-60.
(e)
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
ITEM 5 - OTHER INVESTMENTS
None.
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A Financial Statements | |
Exhibit 1.1 | Balance Sheets of Sequent; SEM; Sequent Holdings, LLC; Southeastern LNG, Inc.; Pivotal Energy Services, Inc.; Pinnacle LNG, Inc.; GNG; Pivotal Propane of Virginia, Inc. and AGL Peaking as of June 30, 2004 (Submitted under confidential treatment request pursuant to Rule 104(b)) |
Exhibit 1.2 | Balance Sheet of SouthStar as of June 30, 2004 (Submitted under confidential treatment request pursuant to Rule 104(b)) |
Exhibit 2.1 | Income Statements for the Three Months and Six Months Ended June 30, 2004 for Sequent; SEM; Sequent Holdings, LLC; Southeastern LNG, Inc.; Pivotal Energy Services, Inc.; GNG; Pivotal Propane of Virginia, Inc. and AGL Peaking (Submitted under confidential treatment request pursuant to Rule 104(b)) |
Exhibit 2.2 | Income Statements for the Three Months and Six Months Ended June 30, 2004 for SouthStar (Submitted under confidential treatment request pursuant to Rule 104(b)) |
B Exhibits | |
Exhibit 3 | The certificate as to filing with interested state commissions is attached hereto as Exhibit 3. |
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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, as amended.
AGL RESOURCES INC. | |
By: /s/ Bryan E. Seas | |
Bryan E. Seas | |
Vice President and Controller |
August 30, 2004
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EXHIBIT INDEX
A Financial Statements | |
B Exhibits | |
Exhibit 3 | The certificate as to filing with interested state commissions is attached hereto as Exhibit 3. |
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