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, 2003
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
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 |
Item 4. | Summary of Aggregate Investment | 6 |
Item 5. | Other Investments | 6 |
Item 6. | Financial Statements and Exhibits | 7 |
SIGNATURE | 8 |
ITEM 1 - ORGANIZATION CHART
*
This company was inactive during the reporting period ended June 30, 2003.
(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 energy-related and gas-related companies as indicated.
(c)
SEM is an asset optimization, gas supply services, and wholesale marketing and risk management subsidiary.
(d)
Southeastern LNG, Inc. owns and operates a fleet of liquefied natural gas tankers.
(e)
Initially, GNG owned a 50% interest in SouthStar, a subsidiary of Piedmont Natural Gas Company owned a 30% interest and a subsidiary of Dynegy Holdings Inc. owned the remaining 20%. On January 24, 2003, we announced that our wholly-owned subsidiary, GNG, reached an agreement to purchase Dynegy’s 20% ownership interest of SouthStar. The transaction closed March 11, 2003 and for accounting purposes had an effective date of February 18, 2003. Upon closing, GNG owned a non-controlling 70% financial interest in SouthStar and Piedmont’s subsidiary owned the remaining 30%. Although we own 70% of SouthStar, we do not have a controlling interest as matters of significance require the unanimous vote of Piedmont’s representative and our representative to the governing board of SouthStar.
(f)
SouthStar markets natural gas and related services to retail customers, principally in Georgia. SouthStar is the largest retail marketer of natural gas in Georgia with a market share of 38% and operates under the trade name Georgia Natural Gas.
(g)
During September 2001, AGL Peaking Services, Inc. (“AGL Peaking”) terminated its investment 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. AGL Peaking owns property formerly designated for the peaking facility, but has no active operations.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
There were no reportable issuances or capital contributions during the quarter ended June 30, 2003.
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies (in thousands)
Reporting Company Rendering Services | Associate Company Receiving Services (a) | Types of Services Rendered | Direct Costs Charged | Indirect Costs Charged | Cost of Capital | Total Amount Billed |
SEM | Atlanta Gas Light Company | Gas procurement, scheduling and other | $ 68 | -- | -- | $ 68 |
SEM | Virginia Natural Gas, Inc. | Gas procurement, scheduling and other | $ 79 | -- | -- | $ 79 |
SEM | Chattanooga Gas Company | Gas procurement, scheduling and other | $ 43 | -- | -- | $ 43 |
SEM | GNG | Management and administrative payroll | $ 4 | -- | -- | $ 4 |
SEM | AGL Networks, LLC | Management and administrative payroll | $ 13 | -- | -- | $ 13 |
SEM | Atlanta Gas Light Company | Gas Transmission Storage Management | ** | ** | ** | ** |
SEM | Virginia Natural Gas, Inc. | Gas Transmission Storage Management | ** | ** | ** | ** |
SEM | Chattanooga Gas Company | Gas Transmission Storage Management | ** | ** | ** | ** |
(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.
**
Represents information filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 104 of the Public Utility Holding Company Act of 1935, as amended.
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (in thousands)
Associate Company Rendering Services | Reporting Company Receiving Services | Types of Services Rendered | Direct Costs Charged | Indirect Costs Charged | Cost of Capital | Total Amount Billed |
AGSC | SEM | Support (b) | $ 443 | $ 953 | $ 40 | $ 1,436 |
AGSC | Southeastern LNG, Inc. | Support (c) | $ 15 | $ 1 | - | $ 16 |
AGSC | GNG | Support (d) | $ 28 | $ 26 | $ 3 | $ 57 |
AGSC | AGL Peaking | Support (e) | - | $ 1 | - | $ 1 |
(b)
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.
(c)
Southeastern LNG, Inc. receives support services from 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)
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.
(e)
AGL Peaking receives support services from 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.
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
ITEM 5 - OTHER INVESTMENTS
None.
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A Financial Statements | |
Exhibit 1.1 | Balance Sheets of Sequent; SEM; Sequent Holdings, LLC; Southeastern LNG, Inc.; GNG, and AGL Peaking as of June 30, 2003 (Submitted under confidential treatment request pursuant to Rule 104(b)) |
Exhibit 1.2 | Balance Sheet of SouthStar as of June 30, 2003 (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, 2003 for Sequent; SEM; Southeastern LNG, Inc.; GNG 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, 2003 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. |
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 29, 2003