U-1/A
AGL RESOURCES INC filed this U-1/A on Nov. 24, 2004

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

     Efficiencies and economies: As described above, AGL Resources anticipates
it will be able to absorb all four of NUI's utility operations into its system
without disruption, and it will implement best practices and technology
enhancements to provide service in a more efficient and economic manner. AGL
Resources expects the Merger to produce efficiencies associated with more
economical gas purchasing, information technology initiatives, improved
transmission capacity and storage utilization, and general and administrative
expense reductions. AGL Resources has analyzed performance metrics at NUI and
NUI Utilities and compared them to the performance of AGL Resources and its
subsidiaries. Based on this analysis, AGL Resources is confident that the Merger
will produce economies and efficiencies.

     Competitive effects: The Merger does not reduce competition in any relevant
market. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act") and rules thereunder, the Merger may not be consummated until AGL
Resources and NUI each have filed Notification and Report Forms with the United
States Department of Justice ("DOJ") and Federal Trade Commission ("FTC")
describing the effects of the transaction on competition in the relevant market,
and the required waiting period has expired. On August 5, 2004, AGL Resources
and NUI filed such pre-merger notifications with the DOJ and FTC and the
applicable waiting period has expired.

_______________

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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