COLUMBIA GAS SYSTEM INC
POS AMC, 1994-04-15
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>   1


      PAGE 1

                                                                File No. 70-8219


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form U-1

                         Post Effective Amendment No. 1

                         JOINT APPLICATION-DECLARATION
                                     UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


<TABLE>
         <S>                                                                 <C>
         THE COLUMBIA GAS SYSTEM, INC.                                       COLUMBIA ENERGY SERVICES CORPORATION
         COLUMBIA GAS SYSTEM SERVICE CORPORATION                             2581 Washington Road
         COLUMBIA LNG CORPORATION                                            Upper Saint Clair, PA  15241
         COLUMBIA ATLANTIC TRADING CORPORATION
         TRISTAR VENTURES CORPORATION                                        COLUMBIA GULF TRANSMISSION COMPANY
         TRISTAR CAPITAL CORPORATION                                         1700 MacCorkle Avenue, S.E.
         20 Montchanin Road                                                  Charleston, WV  25314
         Wilmington, DE  19807
                                                                             COLUMBIA GAS DEVELOPMENT CORPORATION
         COLUMBIA NATURAL RESOURCES, INC.                                    5847 San Felipe
         COLUMBIA COAL GASIFICATION CORPORATION                              Houston, TX  77057
         900 Pennsylvania Avenue
         Charleston, WV  25302                                               COMMONWEALTH PROPANE, INC.
                                                                             COLUMBIA PROPANE CORPORATION
                                                                             800 Moorefield Park Drive
                                                                             Richmond, VA  23236
</TABLE>


                               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.
- --------------------------------------------------------------------------------
               (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
                    
- --------------------------------------------------------------------------------
                    (Name and address of agent for service)

                  (Other Agents for Service are Listed on the
                        Reverse Side of the Front Cover)
<PAGE>   2
             PAGE 2

            Names and Addresses of Subsidiary Company Agents for Service:

<TABLE>
         <S>                                                                 <C>
         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. P. DETAR, Treasurer                                              200 Civic Center Drive
         TriStar Ventures Corporation                                        Columbus, Ohio  43215
         20 Montchanin Road
         Wilmington, Delaware  19807                                         E. R. O'LEARY, Treasurer
                                                                             Columbia Gulf Transmission Company
         J. W. GROSSMAN, Treasurer                                           1700 MacCorkle Avenue, S.E.
         Columbia Atlantic Trading Corp.                                     Charleston, West Virginia  25314
         Columbia LNG Corporation
         20 Montchanin Road                                                  J. R. LISENBY, Treasurer
         Wilmington, Delaware  19807                                         Columbia Gas Development Corp.
                                                                             5847 San Felipe
         B. F. CRANSTON, President                                           Houston, Texas  77057
         TriStar Ventures Corporation
         20 Montchanin Road                                                  L. J. BAINTER, Vice President
         Wilmington, Delaware  19807                                         Columbia Gas System Service Corp.
                                                                             TriStar Capital Corporation
         H. F. HAYES, Treasurer                                              20 Montchanin Road
         Commonwealth Propane, Inc.                                          Wilmington, Delaware  19807
         Columbia Propane Corporation
         800 Moorefield Park Drive                                           ROBERT GUSTAFSON, Controller
         Richmond, Virginia  23236                                           Columbia Energy Services Corp.
                                                                             2581 Washington Road
                                                                             Upper Saint Clair, PA 15241
</TABLE>


  ---------------------------------------------------------------------------
               (Names and Addresses of Other Agents for Service)





<PAGE>   3
      PAGE 3

Item 1.  Description of Proposed Transaction.


                 A copy of an Order of the Commonwealth of Virginia State

Corporation Commission granting authority for Commonwealth Services to issue to

Columbia up to $16,000,000 of Installment Notes and borrow through the

Intrasystem Money Pool up to $30,000,000 of Money Pool Notes and/or Short-term

Notes during 1994, has been filed as Exhibit D to this Application-Declaration.

The filing of Exhibit D completes the record with respect to the 1994

intrasystem financing for Commonwealth Services for the period beginning

September 30, 1993 through December 31, 1994.


Item 5.  Procedure.

                 (a)  State the date when Commission action is requested.  If
the date is less than 40 days from the date of the original filing, set forth
the reasons for acceleration.

                 It is requested that the Division of Investment Management,

pursuant to delegated authority, issue a Supplemental Order under this

Application-Declaration with respect to the 1994 issuance by Commonwealth

Services and acquisition by Columbia of Installment Notes and Short-Term Notes

and the issuance by Commonwealth Services and acquisition by the Intrasystem

Money Pool of Commonwealth Services' Money Pool Notes.





<PAGE>   4
      PAGE 4

Item 6.  Exhibits and Financial Statements.

         (a)     Exhibits

                 D        Order of Commonwealth of Virginia State 
                          Corporation Commission Dated December 20, 1993





<PAGE>   5
      PAGE 5
                                   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:  April 15, 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



Dated:  April 15, 1994            By:      /s/ L. J. BAINTER       
                                      -----------------------------
                                           L. J. Bainter
                                           Vice President






<PAGE>   6
      PAGE 1

EXHIBIT INDEX

         (a)       Exhibits

                   D         Order of Commonwealth of Virginia State
                             Corporation Commission Dated December 20, 1993.





<PAGE>   7
                                                                       Exhibit D


                            COMMONWEALTH OF VIRGINIA

                          STATE CORPORATION COMMISSION

                                                  AT RICHMOND, December 20, 1993

APPLICATION OF

COMMONWEALTH GAS SERVICES, INC.                               CASE NO. PUF930062
and
THE COLUMBIA GAS SYSTEM, INC.

For approval of intercompany
financing for 1994


                            ORDER GRANTING AUTHORITY

         On November 30, 1993, Commonwealth Gas Services, Inc. ("Applicant" or

"Commonwealth") and The Columbia Gas System, Inc. ("System") filed an

application under Chapters 3 and 4 of Title 56 of the Code of Virginia

requesting authority to enter into intercompany financing arrangements during

1994.  Applicant has paid the requisite fee of $250.
         
         Commonwealth requests authority to enter into the following financing

arrangements with System, its parent company, during the calendar year of 1994:

1) to issue to System up to an aggregate amount of $16,000,000 in Installment

Promissory Notes ("Notes");  2) to borrow up to an aggregate amount of

$30,000,000 at any one time in short-term loans from the System and/or other

affiliated companies through the Intrasystem Money Pool ("Money Pool"); and  3)

to invest temporary excess funds, from time to time, in the Money Pool.  The

$30,000,000 of short-term debt is in excess of five percent of capitalization

as defined in section 56-65.1.





                                       1
<PAGE>   8
         The proceeds from the sale of the Notes will be used to fund

construction and to retire currently outstanding long-term debt, which matures

during 1994.  Money Pool borrowings will be used to fund peak short-term

requirements such as gas purchases and storage.
         
         In offering financing to Commonwealth, System proposes to allocate a

proportionate share of the fees associated with System's amended $100,000,000

Secured Revolving Credit Agreement approved by the Bankruptcy Court on May 11,

1993.  The fees associated with System's credit agreement are estimated to be

about $1,000,000 for 1994.  Commonwealth's prorata share of these fees is

currently 10.32%, or about $100,000.
         
         THE COMMISSION, upon consideration of the application and having been

advised by its Staff, is of the opinion and finds that approval of the above

proposed financing should be granted.  However, while the proposed intercompany

financing appears to be in the public interest, approval of the financing in no

way reflects approval of the proposed costs for ratemaking purposes.

Accordingly,
         
         IT IS ORDERED:
         
         1)        That Applicant is hereby authorized to:
                   
                   (a)       issue to System up to an aggregate amount of 
                             
                             $16,000,000 of Notes;
                   
                   (b)       borrow through the Money Pool from System and/or
                             
                             other affiliates in excess of five percent of
                             
                             capitalization up to an aggregate amount of
                             
                             $30,000,000; and





                                       2
<PAGE>   9
                   (c)       invest temporary excess funds in the Money Pool

from January 1, 1994 through December 31, 1994, all in the manner, under the

terms and conditions, and for the purposes set forth in the application;
         
         2)        That Applicant shall account for all allocated fees

associated with System's Revolving Credit Agreement such that administrative,

commitment, structuring, and facility fees may be separately and individually

discernible;
         
         3)        That approval of the application shall have no implications
                   
for ratemaking purposes;
         
         4)        That approval of the application shall not preclude the

Commission from applying the provisions of Sections 56-78 and 56-80 of the Code

of Virginia hereafter;
         
         5)        That the Commission reserves the right to examine the books

and records of any affiliate, whether or not such affiliate is regulated by

this Commission, in connection with the authority granted herein;
         
         6)        That Applicant shall file quarterly reports within 60 days

of the end of each calendar quarter following the date of this Order, to

include:
                   (a)       monthly schedules of Money Pool borrowings,
                             
                             segmented according to System notes and notes
                             
                             issued to other affiliates;
                   
                   (b)       monthly schedules that separately reflect interest
                             
                             expenses and each type of allocated fee; 

                   (c)       monthly schedules of System's borrowings under 
                             
                             its Revolving Credit Agreement; and





                                       3
<PAGE>   10
                   (d)       a report detailing the issuance and sale of Notes,
                             
                             to include the principal amount, date of issuance,
                             
                             interest rate, date of maturity, issuance
                             
                             expenses, net proceeds to Applicant, and use of
                             
                             the proceeds;
         
         7)        That Applicant shall file a final report of action on or

before February 28, 1995, to include data for the fourth quarter of 1994 as

prescribed in ordering paragraph 6 herein; and
         
         8)        That this matter shall be continued, subject to the

continuing review, audit, and appropriate directive of the Commission.
         
         AN ATTESTED COPY hereof shall be send to the Applicant, attention of

Rodney W. Anderson, Attorney, Post Office Box 177, Columbus, Ohio

43216-0117; and to the Division of Economics and Finance of the Commission.

                                              
                             /s/            William J. Bridge
                             --------------------------------
                                      
                                      Clerk of the
                              State Corporation Commission





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