U-1/A
AGL RESOURCES INC filed this U-1/A on Oct. 29, 2004

was primarily aimed at preventing business combinations unrelated to operating
efficiencies./22 The Merger will not result in an undue concentration of control
of public utility companies.

     Upon closing, Craig Matthews, NUI's current CEO, will leave the company.
AGL Resources is evaluating the composition of NUI's senior management as a part
of the work of a combined AGL Resources and NUI transition team. The members of
the NUI and NUI Utilities Boards of Directors will resign. After the
consummation of the acquisition, each of NUI's and NUI Utilities' Boards of
Directors will be comprised of officers of AGL Resources, much like the current
boards of AGLC, VNG and CGC. AGL Resources' Board of Directors will also be
considering revisions to the charter of its Environmental and Corporate
Responsibility Committee to contemplate oversight of the post-acquisition
integration of the NUI Utilities and VGDC, with proper recognition of the public
interest considerations of the states in which the acquired utilities operate.
In addition, it is the practice of AGL Resources' Board of Directors to hold one
board meeting a year outside of Georgia and invite public and community
officials to meet with board members so that they may hear first-hand how AGL
Resources is doing in the local area.

     AGL Resources is still evaluating personnel to fill key management
positions and roles at NUI. AGL Resources intends to manage and govern NUI and
NUI Utilities in the same manner in which it currently manages its other
utilities. At the corporate level, it is clear that there is some overlap among
employees at AGL Resources, NUI and NUI Utilities, particularly in the
"corporate services" area, including accounting, finance, legal, and public
relations. AGL Resources intends to work closely with NUI management to develop
a framework to address any redundancies that become apparent as AGL Resources
integrates NUI's corporate management into AGL Resources' existing management
structure.

     In addition, the Merger will not create a "huge, complex and irrational"
system./23 In applying Section 10(b)(1) to utility acquisitions, the Commission
must determine whether the acquisition will create "the type of structures and
combinations which the Act was specifically directed [to prohibit]."/24 The
transaction is not undertaken specifically for the purpose of extending AGL
Resources' control over regulated public utilities as such. As indicated above,
the acquisition will allow AGL Resources to modernize operations and upgrade
service quality to NUI's customers; acquire strategic natural gas storage assets
and pipeline connections; and enhance its asset management capabilities.

     Size: With this acquisition, AGL Resources will expand its geographic reach
along the east coast, reaching from Florida to New Jersey, and increase its
customer base by approximately 20 percent to a total of more than 2.2 million
customers. This is in line with existing holding company systems./25

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22 See Section 1(b)(4) of the Act (finding that the public interests of
consumers are adversely affected "when the growth and extension of holding
companies bears no relation to economy of management and operation or the
integration and coordination of related operating properties. . . .").
23 American Electric Power Co., Holding Co. Act Release No. 20633 (July 21,
1978).
24 Vermont Yankee Nuclear Corp., Holding Co. Act Release No. 15958 (Feb. 6,
1968).
25 For example, NiSource Inc. has 3.3 million gas customers in nine states. See
NiSource Inc. Annual Report on Form 10-K for fiscal year ended December 31,
2003, File No. 001-16189, filed Mar. 12, 2004. Xcel Energy Inc. has
approximately 1.8 million gas customers in 11 states. See Xcel Energy Inc.
Annual Report on Form 10-K for fiscal year ended December 31, 2003, File No.
001-03034, filed Mar. 15, 2004.

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