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File No. 70-8235
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 9 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
TRISTAR VENTURES CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
20 Montchanin Road
Wilmington, DE 19807
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(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)
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Amendment No. 8 to the Application-Declaration as previously filed is
hereby amended as follows:
Item 1. Description of Proposed Transaction
The following sentence is added to the first full paragraph on page 10:
"All financing of Project Parents by TVC will be in the form
of equity. Authorization for debt financing is not
requested."
Section d), Project Management Services, beginning on page 11, is
deleted and replaced in its entirety with the following:
"d) Project Management Services
Pursuant to Rule 87 and its authority in File No. 70-8012, TVC
has been providing, directly or indirectly, certain services for its
QF projects. As stated in the Application-Declaration in File No.
70-8012, TVC proposed to engage in administrative activities relating
to QFs. Such activities would include the ongoing personnel,
accounting, engineering, legal, financial and other support activities
necessary for TVC to manage its investments in QFs. See HCAR No.
25635 (Sept. 17, 1992) (authorizing TVC's investment in administrative
activities). TVC also stated in that file that it would engage in
administrative activities directly or indirectly through wholly-owned
subsidiaries or through Cogeneration Partners of America ("CPA"), a
New Jersey partnership in which TVC owns a 50% interest and which was
formed to develop, manage and provide administrative services relating
to QF projects in which CPA's partners would have direct or indirect
investments. By providing such services for its QF projects directly
or indirectly, TVC has been able to minimize the projects' costs for
management services as well as provide expertise particularly adapted
to its projects' specific business and regulatory needs. Among the
management services provided have been fuel management and operations
and maintenance management ("O&M") services. Typical functions
associated with these type of services are described below.
Up until 1994, project management services for projects in
which TVC invested were rendered indirectly through CPA. Beginning in
1994, the partners of CPA decided, for business reasons, to reduce the
services provided by CPA and to provide management services themselves
directly with their own personnel. Presently TVC and the other,
nonaffiliated partner of CPA are providing project management services
for the Pedricktown, Binghamton and Vineland Projects. To date, TVC
has billed approximately 8,600 hours to those three Projects for its
services at a cost of approximately $760,000.
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In this filing, TVC now proposes to provide project management
services to nonaffiliates as an incidental adjunct to its main
business of developing and owning projects. The electric generation
market has become extremely competitive, making it more difficult for
businesses to enter into limited new investment opportunities. By
having the ability to provide services to nonaffiliates, TVC will be
in a better position later to develop or otherwise invest in those
projects or other projects being developed by the nonaffiliates. For
example, while exploring possible project investments, TVC is
sometimes asked to provide management services, and having the
authority to do so could make TVC a more attractive potential equity
partner. (Were TVC to propose to invest in such projects, TVC would
seek Commission approval at that time for the issuance and sale of
securities to invest in projects as required.) The provision of
services also would allow TVC to utilize its personnel, resources and
expertise, which it has established through its development and
ownership of projects, so as to generate revenues in supplemental
enterprises that normally would not require capital investments.
TVC's rendering of such services may also benefit other Columbia
subsidiaries, including the local distribution companies (LDCs), by
helping them to maintain or increase throughput on their systems.
TVC's proposed nonaffiliate project management services,
performed for a non-cost based fee, would consist of fuel management,
O&M and related services. The services would be provided to
non-affiliated entities, including cogenerators, independent power
producers, electric generators and other entities. The proposed fuel
management services would consist of developing fuel acquisition
strategies to support nonaffiliated entities during the development
state, as well as daily management of fuel operations and fuel-related
risks of operations. More specifically, the fuel management services
may include such duties as planning the supply and transportation of
fuel; managing gas supply contracts; planning for the backup fuel;
generating and analyzing project dispatch projections; monitoring and
participating in state and federal regulatory proceedings that could
impact fuel supply, cost, and transportation; and managing and
minimizing fuel-related project risk exposure. TVC's fuel management
services would predominantly involve natural gas.
The proposed O&M services would consist of providing the
day-to-day management, coordination and optimization of facilities.
O&M services may include such duties as overseeing operations to
maximize the economic advantages of operations to owners; providing
staffing resources to render operations, maintenance, technical and
administrative services; assessing compliance with regulatory and
environmental issues; monitoring performance; establishing and
monitoring operating plans and budgets; negotiating, approving and
managing contracts for outside services; and evaluating issues related
to the facility's customers.
TVC plans to provide its project management services to
nonaffiliates at negotiated rates. TVC proposes to use its own
present or future employees to render
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such services. While TVC is not presently involved with providing
project management services to nonaffiliates, it currently estimates
that for the next three-year period, it may enter into several
agreements with nonaffiliates per year, each such arrangement
generating net revenue of $300,000 to $500,000 per year, so that the
net revenues from such services could grow to $4.0 million annually by
the end of 1997.
TVC proposes that the Commission impose no time restriction on
the provision of such services as such a restriction would limit the
duration of its proposed agreements and therefore hamper TVC's ability
to be on a par with other companies in a very competitive environment.
See, e.g., HCAR Nos. 26123 (Sept. 12, 1994), 25848 (July 8, 1993), and
25414 (Nov. 22, 1991) (authorizing Energy Initiatives, Inc., Entergy
Enterprises, Inc. and CSW Energy, Inc., respectively, to provide
services to nonaffiliates, apparently without a time restriction). A
time restriction could, in turn, be detrimental to other Columbia
subsidiaries, such as the LDCs, who may lose the opportunity to
maintain or increase throughput on their systems were TVC to be unable
to keep or bring in customers for these companies."
Item 3. Applicable Statutory Provisions
The first paragraph on page 17 is deleted and replaced in its entirety
with the following:
"The proposed repurchase of shares of common stock of the
TriStar Subsidiaries may be subject to Sections 9, 10 and
12(c) and Rule 42, but the requirements of those Sections and
Rule will have been complied with when this Amendment to the
Declaration is declared effective."
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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 signature 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.
Dated: November 22, 1994 By: /s/ L. J. BAINTER
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L. J. Bainter, Treasurer
TRISTAR VENTURES CORPORATION
TRISTAR BINGHAMTON GENERAL
CORPORATION
TRISTAR BINGHAMTON LIMITED
CORPORATION
TRISTAR FUEL CELLS CORPORATION
TRISTAR GEORGETOWN GENERAL
CORPORATION
TRISTAR GEORGETOWN LIMITED
CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR RUMFORD LIMITED
CORPORATION
TRISTAR VINELAND GENERAL
CORPORATION
TRISTAR VINELAND LIMITED
CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
20 Montchanin Road
Wilmington, DE 19807
Dated: November 22, 1994 By: /s/ D. P. DETAR
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D. P. Detar, Treasurer
