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File No. 70-8471
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 2 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC. COLUMBIA GULF
COLUMBIA GAS SYSTEM SERVICE CORPORATION TRANSMISSION COMPANY
COLUMBIA LNG CORPORATION 1700 MacCorkle Avenue, S.E.
COLUMBIA ATLANTIC TRADING CORPORATION Charleston, WV 25314
TRISTAR VENTURES CORPORATION
TRISTAR CAPITAL CORPORATION COLUMBIA GAS DEVELOPMENT
20 Montchanin Road CORPORATION
Wilmington, DE 19807 One Riverway
Houston, TX 77056
COLUMBIA NATURAL RESOURCES, INC.
COLUMBIA COAL GASIFICATION CORPORATION
900 Pennsylvania Avenue COMMONWEALTH PROPANE, INC.
Charleston, WV 25302 COLUMBIA PROPANE CORPORATION
800 Moorefield Park Drive
COLUMBIA ENERGY SERVICES CORPORATION Richmond, VA 23236
2581 Washington Road
Upper Saint Clair, PA 15241
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COMMONWEALTH GAS SERVICES, INC.
200 Civic Center Drive
Columbus, OH 43215
- --------------------------------------------------------------------------------
(Names of company or companies filing this statement
and addresses of principal executive offices)
THE COLUMBIA GAS SYSTEM, INC.
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(Name of top registered holding company parent of
each applicant or declarant)
L. J. Bainter, Treasurer
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, DE 19807
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(Name and address of agent for service)
(Other Agents for Service are Listed on the
Reverse Side of the Front Cover)
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Names and Addresses of Subsidiary Company Agents for Service:
W. H. HARMON, Treasurer D. L. GELBAUGH, Vice President
Columbia Natural Resources, Inc. Columbia Gas of Ohio, Inc.
Columbia Coal Gasification Corp. Columbia Gas. of Kentucky, Inc.
900 Pennsylvania Avenue Commonwealth Gas Services, Inc.
Charleston, West Virginia 25302 Columbia Gas of Pennsylvania, Inc.
Columbia Gas of Maryland, Inc.
D. DETAR, Treasurer 200 Civic Center Drive
TriStar Ventures Corporation Columbus, Ohio 43215
20 Montchanin Road
Wilmington, Delaware 19807
S. L. PARKS DOWNEY, Asst. Treasurer
J. W. GROSSMAN, Treasurer Columbia Gulf Transmission Company
Columbia LNG Corporation 1700 MacCorkle Avenue, S.E.
Columbia Atlantic Trading Corp. Charleston, West Virginia 25314
20 Montchanin Road
Wilmington, Delaware 19807 J. R. LISENBY, Treasurer
Columbia Gas Development Corp.
L. J. BAINTER, Vice President One Riverway
Columbia Gas System Service corp. Houston, Texas 77056
TriStar Capital Corporation
20 Montchanin Road ROBERT GUSTAFSON, Controller
Wilmington, Delaware 19807 Columbia Energy Services corp.
2581 Washington Road
H. F. HAYES, Treasurer Upper Saint Clair, Pennsylvania 15241
Commonwealth Propane, Inc.
Columbia Propane Corporation
800 Moorefield Park Drive
Richmond, Virginia 23236
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(Names and Addresses of Other Agents for Service)
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The Application-Declaration as previously filed is hereby amended as
follows:
Item I. Description of Proposed Transaction
The table at the top of page 11 is replaced in its entirety by the
following:
<TABLE>
<CAPTION>
Long-Term Financing
-------------------
Common Installment
Stock Notes Total
----------- -------------- -----------
$MM $MM $MM
<S> <C> <C> <C>
Columbia Maryland . . . . . . . . . . . . . . . . . . . 3.0 5.5 8.5
Columbia Kentucky . . . . . . . . . . . . . . . . . . . 2.0 12.7 14.7
Columbia Ohio . . . . . . . . . . . . . . . . . . . . . 44.0 91.8 135.8
Columbia Pennsylvania . . . . . . . . . . . . . . . . . 16.5 33.6 50.1
Commonwealth Services . . . . . . . . . . . . . . . . . 26.0 16.2 42.2
Columbia Natural . . . . . . . . . . . . . . . . . . . -- 50.0 50.0
Development . . . . . . . . . . . . . . . . . . . . . . 10.0 25.0 35.0
Commonwealth Propane . . . . . . . . . . . . . . . . . -- 4.5 4.5
Columbia Gulf . . . . . . . . . . . . . . . . . . . . . -- 13.0 13.0
Service . . . . . . . . . . . . . . . . . . . . . . . . 10.0 5.0 15.0
TriStar Capital . . . . . . . . . . . . . . . . . . . . 0.1 -- 0.1
----- ----- -----
Total . . . . . . . . . . . . . . . . . . . . . . 111.6 257.3 368.9
</TABLE>
The following paragraph is inserted under the table on page 11:
"Columbia and Service request that the Commission reserve
jurisdiction on the $10 million of common stock requested for
Service."
The following paragraph is inserted under the table at the top of
page 13:
"The basis of the financing requested relies on time specific
assumptions, such as gas prices. As illustrated in Exhibits
K-1 through K-13, the levels of requested short-term
financing allow for the potential of certain contingencies,
principally higher gas prices. To the extent that such
contingencies do not materialize, the requested financing
authorization will not be fully utilized."
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Item 6. Exhibits and Financial Statements.
(a) Exhibit
F Opinion of Counsel for Columbia and Subsidiaries
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Declaration to be
signed on their behalf by the undersigned thereunto duly authorized.
The signatures of the applicants and of the persons signing on their
behalf are restricted to the information contained in this application which is
pertinent to the application of the respective companies.
THE COLUMBIA GAS SYSTEM, INC.
Date: November 22, 1994 By: /s/ L. J. Bainter
---------------------------------
L. J. Bainter, Treasurer
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF MARYLAND, INC.
COMMONWEALTH GAS SERVICES, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS DEVELOPMENT CORPORATION
COLUMBIA PROPANE CORPORATION
COMMONWEALTH PROPANE, INC.
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA NATURAL RESOURCES, INC.
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA COAL GASIFICATION CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
TRISTAR VENTURES CORPORATION
TRISTAR CAPITAL CORPORATION
Date: November 22, 1994 By: /s/ L. J. Bainter
---------------------------------
L. J. Bainter, Treasurer
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PAGE 1
EXHIBIT INDEX
(a) Exhibit
F Opinion of Counsel for Columbia and Subsidiaries
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PAGE 1
Exhibit F
November 16, 1994
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
Re: The Columbia Gas System, Inc., et al.
File No. 70-8471
As counsel for The Columbia Gas System, Inc. ("Columbia"), a
Delaware corporation and a holding company registered under the Public Utility
Holding Company Act of 1935 (the "Act"), and at its request, I deliver to you
this Opinion for filing as Exhibit F to the Joint Application-Declaration on
Form U-1 (File No. 70-8471) of Columbia and certain of its subsidiary
companies, including Columbia Gas of Ohio, Inc., Columbia Gas of Kentucky,
Inc., Columbia Gas of Pennsylvania, Inc., Commonwealth Gas Services, Inc.,
Columbia Gas of Maryland, Inc., Columbia LNG Corporation, Columbia Gas
Development Corporation, Columbia Gulf Transmission Company, Columbia Atlantic
Trading Corporation, Columbia Coal Gasification Corporation, Columbia Energy
Services Corporation, Commonwealth Propane, Inc., Columbia Propane Corporation,
Columbia Gas System Service Corporation, TriStar Ventures Corporation, TriStar
Capital Corporation ("TriStar Capital") and Columbia Natural Resources, Inc.
(hereinafter referred to collectively as the "Subsidiaries"), relating to:
1. Columbia's proposed recapitalization of Columbia Gulf,
Columbia Development and Columbia Coal (the "Recapitalization
Subsidiaries") on or about December 31, 1994 to establish
capital structures that are more appropriate for current
business and economic conditions (the "Recapitalization").
The proposed Recapitalization involves the issuance of
Installment Promissory Notes (the "Installment Notes") by
Columbia Gulf which would be purchased by Columbia. The
proposed Recapitalization also includes a reduction in the
par value of Columbia Gulf common stock to create additional
paid in capital from which a dividend to Columbia can be
paid. A capital contribution of Installment Notes will be
made to Columbia Coal and Columbia Development to adjust the
Recapitalization Subsidiaries' long-term debt-equity
ratios, as more fully described in the Joint
Application-Declaration.
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2. The sale to Columbia by the Subsidiaries, for cash, common
stock and Installment Notes, from time to time as required
prior to December 31, 1996, for contingencies such as higher
gas prices, warm weather, amounts of projected tax refunds,
amounts of rate refunds and the variability of capital
expenditure programs, up to specified amounts, as more fully
described in the Application-Declaration.
3. Loans to and borrowings from the Intrasystem Money Pool
evidenced by Money Pool Notes, from time to time through
December 31, 1996.
The above Items 1 through 3, as are more fully described in the
Application-Declaration, are hereinafter referred to sometimes as the "Proposed
Transactions."
In connection with the above, I have examined:
(i) The Application-Declaration;
(ii) a copy of the Restated Certificate of Incorporation of Columbia, as
amended;
(iii) the order of the U.S. Bankruptcy Court for the District of Delaware
dated August 2, 1991;
(iv) the Amended and Restated Credit Agreement dated September 15, 1994
between Columbia and Chemical Bank, approved by FINAL ORDER AUTHORIZING
THE COLUMBIA GAS SYSTEM, INC. TO (i) BORROW MONIES AND (ii) GRANT SENIOR
AND JUNIOR LIENS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS
PURSUANT TO 11 U.S.C. Section 364(c) of the Bankruptcy Court entered
August 16, 1994, and by order of this Commission dated September 12,
1994 (HCAR No. 35-26120; 70-8471);
(v) the order of the Bankruptcy Court for the District of Delaware dated
July 20, 1994 authorizing the Recapitalization; and
(vi) such other documents, records and matters of law as I deemed necessary
to enable me to render this Opinion.
Based upon the foregoing and relying thereupon, I am of the
opinion that, assuming (i) the Proposed Transactions are consummated in
accordance with the Application-Declaration, (ii) all applications either
currently pending or subsequently made to the appropriate state regulatory
agencies for authority to consummate the Proposed Transactions are granted, and
(iii) all taxes and Government charges in connection with such transactions are
paid:
(a) all state laws applicable to the Proposed Transactions will have been
complied with;
(b) Columbia has received orders from the Bankruptcy Court authorizing (i)
acquisition of the Installment Notes of the subsidiaries in accordance
with orders issued by this Commission in accordance with pre-petition
practice, and (ii) the recapitalization;
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(c) Columbia and each of the Subsidiaries are validly organized and duly
existing corporations in their respective states of incorporation;
(d) the Installment Notes to be issued by certain of the Subsidiaries as
part of the Proposed Transactions indicated above will be valid and
binding obligations of such Subsidiaries in accordance with the terms of
said Installment Notes, and Columbia will have legally acquired such
Installment Notes;
(e) Subsidiaries advancing funds under the terms of the System Money Pool
will have a valid claim against each of the Subsidiaries, to whom funds
are advanced pursuant to the Intrasystem Money Pool, for the amounts so
advanced; and
(f) the consummation of the Proposed Transactions will not violate the legal
rights of the holders of any securities issued by Columbia, or the
Subsidiaries, or by any associate company thereof.
I hereby consent to the filing of this Opinion as an Exhibit to the
Application-Declaration.
Very truly yours,
/s/ Joyce Koria Hayes
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Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
