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File No. 70-8235
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 7 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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Application-Declaration previously filed and amended is hereby further
amended by deleting Amendment No. 6 in its entirety and by adding the
following:
Item 1. Description of Proposed Transaction
(a) Furnish a reasonably detailed and precise description of
the proposed transaction, including a statement of the reasons why it is
desired to consummate the transaction and the anticipated effect thereof. If
the transaction is part of a general program, describe the program and its
relation to the proposed transaction.
Introduction
By Order dated November 19, 1993 (HCAR No. 25927) in this file, the
Securities and Exchange Commission ("Commission") permitted the
Application-Declaration ("Declaration"), as amended, of The Columbia Gas
System, Inc. ("Columbia") and its wholly-owned nonutility subsidiary company,
TriStar Ventures Corporation ("TVC"), to become effective. The November 19th
Order authorized Columbia and TVC (collectively, "Applicants") to recapitalize
TVC by authorizing Columbia to make a capital contribution to TVC of up to $31
million of installment promissory notes previously issued to Columbia by TVC.
The recapitalization was sought in order to establish a capital structure more
appropriate for TVC's current business and economic environment. The
recapitalization has been effected so that TVC's capital structure is currently
100% equity.
Columbia and TVC also sought approval in the Declaration for $12
million of additional financing of TVC by Columbia. Pursuant to the
Applicants' request, a reservation of jurisdiction was granted over that
proposal pending completion of the record.
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Since the filing of its original Declaration in this file more than one year
ago, TVC's financing requirements have changed, primarily because certain
contemplated projects have been deferred or not implemented. In addition, TVC
and its subsidiaries have reduced expenses through re-engineering and have
accumulated project distributions and other cash receipts such that sufficient
funds are available for their current administrative and development costs.
Consequently, additional financing from Columbia is not sought herein, and
Columbia and TVC withdraw that portion of the Declaration concerning the
additional financing. Financing from Columbia may be sought at a future date
when TVC desires to acquire an interest in a specific project, and Commission
approval will be requested for such financing and, to the extent required, for
the acquisition. TVC's funds from existing cogeneration activities are
estimated to be sufficient to fund administration and development during the
near term.
TVC intends to invest funds on hand and funds generated by its
subsidiaries' existing cogeneration investments in the development of
cogeneration, electric wholesale generator ("EWG"), and foreign utility company
("FUCO") projects. In order to do so, TVC must be able to recover the
cogeneration investment proceeds from its subsidiaries. To allow such recovery
TVC seeks authority for certain transactions described below.
Background
By Orders dated September 26, 1986 (HCAR No. 35-24199) and November 5,
1986 (HCAR No. 24199-A), the Commission authorized, among other things, the
organization of TVC as a wholly-owned
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subsidiary of Columbia for the purpose of making investments in qualifying
cogeneration facilities ("QFs") as defined in the Public Utility Regulatory
Policies Act of 1978 ("PURPA") and the rules and regulations of the Federal
Energy Regulatory Commission ("FERC"). Authorized investments included the
acquisition of stock, participation in partnerships and joint ventures, the
making and/or guaranteeing of loans and the entry into other contractual
arrangements. By Order dated December 31, 1987 (HCAR No. 24554), TVC was
authorized to make such investments directly or indirectly through TriStar
Subsidiaries. Subsequent orders approving additional financing of TVC and/or
the acquisitions of interests in specific projects and related transactions
were issued on January 29, 1988 (HCAR No. 24569), September 17, 1992 (HCAR No.
25635), and November 9, 1992 (HCAR No. 25672) (referred to herein collectively,
along with the 1986 orders, as "Orders").
In accordance with the Orders, TVC and the TriStar Subsidiaries have
made investments in various QF projects, some of which have been sold or did
not proceed beyond development. Presently, certain TriStar Subsidiaries hold
interests in four operating projects: the Pedricktown, Binghamton, Rumford and
Vineland projects (collectively, the "Projects"). The aggregate total plant
cost of the Projects is approximately $425 million. Of this amount, TVC has
invested approximately $20 million in equity, the balance being financed by
approximately $63 million of equity contributions from non-affiliated project
partners and $350 million from non-recourse third-party secured debt
financings.
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In this Amendment to the Declaration TVC seeks additional
authorization as described below.
a) Investment of Self-Generated Funds in Ongoing Operations
TVC and the TriStar Subsidiaries propose to use proceeds generated by
the Projects to enable them to continue funding preliminary development and
administrative operations, the Projects, and, with Commission approval to the
extent required, and inasmuch as funds are available, investments in new
projects. Thus, TVC requests authority, to the extent such authority is
required, to invest in preliminary development activities inasmuch as and so
long as funds are available on hand or generated by the operation of TVC and
its subsidiaries. TVC will utilize funds received from TriStar Subsidiaries
pursuant to authorizations described in the next subsection to fund its
administrative and development activities or to fund other TriStar
Subsidiaries.* To fund development, TriStar Subsidiaries would issue and sell
to TVC shares of common stock at $25 par value per share, and TVC would acquire
shares of the common stock at or above par value. Alternatively, the TriStar
Subsidiaries
- ----------------------------------
* If required due to contingencies arising on a particular project, TVC
may reinvest funds in a TriStar Subsidiary involved in an operating
project subject to the cap established in the Orders for the
previously authorized investment in that TriStar Subsidiary's project.
For example, the TriStar Subsidiaries involved in the Vineland project
were authorized to invest in the aggregate up to $9.9 million in
equity in that project by the Order dated September 17, 1992. The
investment was made and some equity was returned to the Vineland
TriStar Subsidiaries. To the extent that contingencies were to arise
that would require the project partners to reinvest equity, the
Vineland TriStar Subsidiaries would be able to do so up to the $9.9
million cap without any further filing.
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could issue and sell to TVC installment promissory notes ("Notes"). The Notes
would bear a fixed interest rate to be determined at the time of issuance based
upon the preceding calendar quarter three-month average yield on newly issued
"A" rated 25-30 year utility bonds as published in Salomon Brothers' weekly
Bond Market Roundup or 2% per annum above the foregoing applicable rate if
interest or principal payment on the Notes becomes past due. The Notes would
be payable in installments over a period not to exceed 30 years and would be
dated the date of their issue. TVC may also choose to make investments in the
TriStar Subsidiaries through short-term advances and/or capital contributions.
TriStar Subsidiaries, including TVC Nine Corporation and TVC Ten
Corporation (two organized but inactive TVC subsidiaries), will invest in
preliminary development and administrative activities related to QFs, EWGs or
FUCOs. TVC or the appropriate TriStar Subsidiaries will obtain prior approval
of the Commission once they desire to proceed beyond preliminary development to
investment in partnerships, joint ventures or other entities established to
construct or otherwise participate in QF projects, or TVC or the TriStar
Subsidiaries will make such participation contingent upon Commission approval.
TVC may also at that time apply for additional financing authority from
Columbia in order that it or its subsidiaries may make investments in any such
project. TVC also proposes to invest, directly or indirectly through TriStar
Subsidiaries (including subsidiaries to be formed at a later date), the
proceeds it receives from the TriStar Subsidiaries in development or in
acquisitions of interests in
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EWGs and/or FUCOs. This proposed investment is described in Item 1.c below.
TVC and the TriStar Subsidiaries request a continuing authority to the
extent such authority might be deemed required for the reinvestment of funds
generated by operations of TVC or its subsidiaries directly or indirectly in
administration and development. Because of the nature of the transaction, the
companies propose that no expiration date apply so that TVC and the TriStar
Subsidiaries may continue their business operations as efficiently as possible.
b) Ongoing Recapitalizations of the TriStar Subsidiaries to Recapture
Excess Cash
The TriStar Subsidiaries are special purpose subsidiaries formed to
participate in specific projects. Therefore, to the extent that the TriStar
Subsidiaries have funds on hand unnecessary for their current operations, it is
proposed that they have the flexibility to transfer those funds to TVC for its
operations.
For instance, the financing arrangements for the Pedricktown,
Binghamton, and Vineland projects required the investment of base and
contingent equity by the partners owning those projects. The contingent equity
was required to secure cost overruns and other contingencies. As the projects
moved from the construction to the operational phase, various contingencies
fall away so that the TriStar Subsidiaries involved in the projects receive
releases of their contingent equity that was previously escrowed or otherwise
held under the financing
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arrangements. The TriStar Subsidiaries also receive project distributions from
the now operational Projects.
The TriStar Subsidiaries plan to transfer excess funds (contingent
equity funds, project distributions, or other cash on hand) to TVC by way of a
repurchase of shares of their common stock at the same price paid by TVC, by
payment of a dividend on shares of common stock out of earned or unearned
surplus in accordance with Delaware corporation law (the applicable state law
governing the payment of dividends), and/or by the repayment of debt. TVC and
the TriStar Subsidiaries request a continuing authority for the repurchase of
common stock or the payment of dividends out of capital surplus to permit TVC
to recapture funds generated by operations of its subsidiaries and excess to
the needs of the subsidiaries.
c) EWGs and FUCOs
TVC requests authority to directly or indirectly acquire and hold the
securities, or an interest in the business, of one or more EWGs and/or FUCOs
without the need to apply for, or receive, further approval from the Commission
and otherwise without condition under the Act, except as provided otherwise
herein and by Sections 32 and 33 of the Act. TVC's parent, Columbia, could, by
way of Sections 32(g) and 33(c)(1) of the Act, make investments from funds on
hand in EWGs and/or FUCOs without Commission approval. However, TVC, the
Columbia subsidiary that already is organized to invest in certain electric
generation projects, proposes to make such investments utilizing at present
only funds generated by its own operations. Hence, TVC seeks authority merely
to make such investments on the same basis as
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Columbia with regard to permissible activities under Sections 32 and 33. TVC
would make all filings and applications related to EWG and FUCO investments
that would be required were Columbia to make such investments directly.
With regard to its investments in EWGs and/or FUCOs, TVC plans to
form, acquire, finance and own the securities or interests in the business of
EWGs and/or FUCOs directly or indirectly through subsidiary companies ("Project
Parents" (sometimes also called "intermediary subsidiaries")). The Project
Parents would be special purpose domestic corporations, foreign corporations,
partnerships, or limited liability companies (or the equivalent thereof) and
could include joint ventures engaged in EWG/FUCO activities. With regard to
FUCO activities, the organization, formation or acquisition of one or more
Project Parents may be necessary or desirable to facilitate such projects in
foreign companies. A holding structure of one or more Project Parents also may
be necessary or desirable to minimize tax liabilities, to bid on projects
through joint ventures, to facilitate a participant's consolidated tax and
accounting activities in joint ventures, to insulate TVC from certain business,
tax and labor risks, and to facilitate adjustments to or sales of interests of
joint ventures or partnerships. A single Project Parent may also acquire and
hold direct and indirect interests in both FUCOs and EWGs.
Investments by TVC directly or indirectly in any Project Parent may
take the form of any combination of acquisitions of capital shares, partnership
interests, trust certificates or the equivalent of any of the foregoing under
the laws of foreign
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jurisdictions, if applicable. Any investment in the capital shares or other
equity securities of a Project Parent that have a stated par value will be in
an amount equal to or greater than par value.
To the extent that a Project Parent is itself determined to be an EWG
or FUCO, it would be exempt from project financing filings under the Act except
as may otherwise be provided in Sections 32 and 33. As to Project Parents that
are not EWGs or FUCOs, TVC and the Project Parent would make a filing, if
required, for project financing authority at the appropriate time unless such
filing is unnecessary at a later date due to a regulation, rule, or otherwise.
TVC does not contemplate utilizing the services of employees of the
Columbia system's domestic public utility companies. However, were it to do
so, no more than two percent of the employees of the system's domestic public
utility companies would render services at any one time, directly or
indirectly, to EWGs or FUCOs in which TVC may directly or indirectly hold an
interest unless previous Commission approval were sought.
TVC proposes that its EWG- and FUCO-related investment authority be a
continuing authority, with no expiration date. Presently TVC plans to use
self-generated funds, received from its investments in the Projects, to make
EWG- and FUCO-related investments. However, at such time as it may require
funds from other sources, TVC would file for such financing authority.
d) Fuel Management
In the Application-Declaration underlying the Order dated September
26, 1986 (which allowed the Application-Declaration to
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become effective), TVC stated that it proposed to provide fuel management
services for its QF projects. TVC now proposes to provide fuel management,
operations and maintenance and related services to non-affiliated entities
involved in electric generation projects, as similar authority was granted by
the Commission for the provision of consulting services by Northeast Utilities'
subsidiary, Charter Oak Energy, Inc. ("Charter Oak") by Order dated December
30, 1992 (HCAR No. 25726). The provision of such services would be incidental
to TVC's business of developing and owning projects. While exploring possible
project investments, TVC is sometimes asked to provide such services. By
having the ability to provide services to nonaffiliates, TVC feels that it may
be in a better position later to develop or otherwise invest in such projects
or other projects being developed by the nonaffiliates.
The proposed fuel management services would consist of developing fuel
acquisition strategies to support nonaffiliated entities during the project
development stage, as well as daily management of fuel operations and
fuel-related risks of operational projects. TVC's fuel management services
would predominantly involve natural gas.
TVC plans to provide its services to nonaffiliates at negotiated rates.
e) Cancellation of Debt
Three TriStar Subsidiaries have issued debt to TVC that the companies
propose to cancel. Because those companies were involved in projects that
never proceeded past development, they are not expected to be able to repay the
debt. Therefore, TVC
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and the subsidiaries propose to have the authority to cancel the debt. The
amount of debt to be cancelled would not exceed: TriStar Georgetown General
Corporation, $125,000; TriStar Georgetown Limited Corporation, $6,200,000; and
TriStar Fuel Cells Corporation, $900,000. The companies request the authority
to cancel such debt through December 31, 1996.
Summary of Authorizations Requested
TVC and its subsidiaries hereby request specific authority to
consummate or engage in the following transactions, all as more fully described
above:
(a) the continuing authority for the investment by TVC of funds on
hand, including any received as a result of the
recapitalization of its subsidiaries, in its preliminary
development and administrative activities and/or the Projects,
which investments could be made indirectly through the TriStar
Subsidiaries through purchases of their common stock at or
above par value and/or Notes, and/or the making of short-term
advances and capital contributions;
(b) the continuing authority for the recapitalization of TriStar
Subsidiaries from time to time through the
repurchase/retirement of shares of common stock from TVC at
the same price as paid by TVC, and/or the payment of dividends
out of unearned surplus;
(c) the continuing authority for the direct or indirect
acquisition and holding of securities or an interest in the
business, of one or more EWGs and/or FUCOs, and/or Project
Parents
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engaged in EWG/FUCO activities, as described above;
(d) the continuing authority for TVC to provide fuel management,
operations and maintenance, and related services to
non-affiliates at negotiated rates; and
(e) through December 31, 1996, the cancellation of debt issued by
one or more of the TriStar Subsidiaries to TVC not to exceed
the following amounts: TriStar Georgetown General
Corporation, $125,000; TriStar Georgetown Limited Corporation,
$6,200,000; and TriStar Fuel Cells Corporation, $900,000.
(b) Describe briefly, and where practicable state the approximate
amount of any material interest in the proposed transaction, direct or
indirect, of any associate company or affiliate of the applicant or declarant
or any affiliate of any such associate company.
None.
(c) If the proposed transaction involves the acquisition of
securities not issued by a registered holding company or a subsidiary thereof,
describe briefly the business and property, present or proposed, of the issuer
of such securities.
Except with regard to possible acquisitions of interest in EWG and
FUCO projects as described in Item 1(a), not applicable.
(d) If the proposed transaction involves the acquisition or
disposition of assets, describe briefly such assets, setting forth original
cost, vendor's book cost (including the basis of determination) and applicable
valuation and qualifying reserves.
Not applicable.
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Item 2. Fees, Commissions and Expenses
(a) State (1) the fees, commissions and expenses paid or incurred, or
to be paid or incurred, directly or indirectly, in connection with the proposed
transaction by the applicant or declarant or any associate company thereof, and
(2) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by applicant or
declarant to act for the successful bidder.
The Columbia Gas System Service Corporation has provided certain
services in connection with the preparation of this filing as follows:
<TABLE>
<S> <C>
Services of Columbia Gas System Service $10,000
Corporation in connection with the preparation
of this amendment to the Application-Declaration
Total ...................................... $10,000
</TABLE>
(b) If any person to whom fees or commissions have been or are to be
paid in connection with the proposed transaction is an associate company or an
affiliate of any applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
Columbia Gas System Service Corporation is a wholly owned subsidiary
of Columbia and has performed certain services at cost as set forth in Item
2(a)(1) above.
Item 3. Applicable Statutory Provisions
(a) State the section of the Act and the rules thereunder believed to
be applicable to the proposed transaction. If any section or rule would be
applicable in absence of a specific exemption, state the basis of exemption.
The proposed repurchase of shares of common stock of the TriStar
Subsidiaries is subject to Section 12(c) and Rule 42, but
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the requirements of that Section and Rule will have been complied with
when this Amendment to the Declaration is declared effective.
The cancellation of debt of certain of the TriStar Subsidiaries' by
TVC may be subject to Section 12(c) and Rules 42 and 45, but the requirements
thereof will have been complied with when this amendment to the Declaration is
declared effective.
The proposed payment of dividends from unearned surplus of the TriStar
Subsidiaries is subject to Section 12(c) and Rule 46. The requirements thereof
will have been complied with when this amendment to the Application is declared
effective.
The investments by TVC in its subsidiaries by way of acquisitions of
the subsidiaries' common stock and/or Notes or other evidences of indebtedness
are subject to Sections 9 and 10 and Rule 43. The transactions are exempt from
Rule 45 by Subparagraph (b)(1) thereof.
The provision of TVC of fuel management, operating and management, and
related services to nonaffiliates might be considered the acquisition of an
interest in a business under Sections 9, 10 and 11 of the Act. Such activities
are deemed functionally related under the Gas Related Activities Act ("GRAA")
as an activity related to the supply of natural gas if the activities (1) are
in the interest of consumers of each utility subsidiary or consumers of any
other subsidiary of the registered system, and (2) will not be detrimental to
the interest of consumers of any such utility company or other subsidiary or to
the proper functioning of the registered holding company system. Benefits of
TVC's providing such services
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include the possibility of increased sales of natural gas by Columbia Natural
Resources, Inc. and increased throughput on the Columbia pipeline companies.
Therefore, benefits would indirectly accrue to Columbia's local distribution
companies ("LDCs") and their consumers through the increased throughput on the
Columbia system companies. In addition, the provision of services may enhance
TVC's ability later to acquire an interest in the project being served or other
projects developed by the nonaffiliates.
The acquisition and holding of securities, or an interest in the
business of, one or more EWGs, FUCOs, and/or Project Parents is subject to
Sections 9, 10, 11, 32 and 33 of the Act and Rule 54.
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any section of
the Act or provisions of the rules and regulations other than those
specifically referred to herein, request for such authorization, approval or
exemption is hereby made.
(b) If an applicant is not a registered holding company or a
subsidiary thereof, state the name of each public utility company of which it
is an affiliate, or of which it will become an affiliate as a result of the
proposed transaction, and the reasons why it is or will become such an
affiliate.
Not applicable.
Item 4. Regulatory Approval.
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the Securities and Exchange
Commission) over the proposed transaction.
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The proposed transactions are not subject to the jurisdiction of any
State or Federal commission (other than the Commission).
(b) Describe the action taken or proposed to be taken before any
Commission named in answer to Paragraph (a) of this item in connection with the
proposed transaction.
No action is to be taken or proposed to be taken in connection with
the proposed transactions.
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 respectfully requested that the Commission issue its notice by
October 21, 1994 and its order on or by November 28, 1994.
(b) State (i) whether there should be a recommended decisions by a
hearing officer, (ii) whether there should be a recommended decision by any
other responsible officer of the Commission, (iii) whether the Division of
Investment Management may assist in the preparation of the Commission's
decision, and (iv) whether there should be a 30-day waiting period between the
issuance of the Commission's order and the date on which it is to become
effective.
(b) Applicants hereby (i) waive a recommended decision by a hearing
officer, (ii) waive a recommended decision by any other responsible officer of
the Commission, (iii) specify that the Division of Investment Management may
assist in the preparation of the Commission's decision, and (iv) specify that
there should not be a 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
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Item 6. Exhibits and Financial Statements.
(a) Exhibits
F-2 Opinion of Counsel (to be filed by amendment)
G Financial Data Schedule (incorporated herein as
Exhibit 27)
H-2 Draft Notice
(b) Financial Statements
TriStar Ventures Corporation
(1) Balance Sheet as of August 31, 1994 (actual and
pro forma)
(2) Pro Forma Entries
Item 7. Information as to Environmental Effects.
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act (42 U.S.C. 4232(2)(C)). If the response to
this item is a negative statement as to the applicability of Section 102(2)(C)
in connection with the proposed transaction, also briefly state the reasons for
that response.
As more fully described in Item 1, the proposed transactions relate
only to the possible acquisitions of new business interests and/or financing
and have no environmental impact in themselves.
(b) State whether any other federal agency has prepared or is
preparing an environmental impact statement ("EIS") with respect to the
proposed transaction. If any other federal agency has prepared or is preparing
an EIS, state which agency or agencies and indicate the status of that EIS
preparation.
No federal agency has prepared or is preparing an EIS with respect to
the proposed transaction.
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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: October 4, 1994 By: /s/ L. J BAINTER
-----------------------
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: October 4, 1994 By: /s/ D. P. DETAR
-------------------------
D. P. Detar
Treasurer
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UNAUDITED
6(b)(1)(a)
TRISTAR VENTURES CORPORATION
BALANCE SHEET
ACTUAL and PRO FORMA
As of August 31, 1994
<TABLE>
<CAPTION>
TVC Pro Forma TVC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments and Other Assets
Investment in subsidiaries . . . . . . . . . . . . . . 15,794,403 7,135,664 22,930,067
Notes receivable . . . . . . . . . . . . . . . . . . . 15,069,974 (7,135,664) 7,934,310
----------- ----------- -----------
Total Investments and Other Assets . . . . . . . . . . . 30,864,377 0 30,864,377
Current Assets
Cash and temporary cash investments . . . . . . . . . . 2,877,748 0 2,877,748
Other receivables . . . . . . . . . . . . . . . . . . . 670,057 0 670,057
Taxes Receivable . . . . . . . . . . . . . . . . . . . 1,779,922 0 1,779,922
Prepayments . . . . . . . . . . . . . . . . . . . . . . 38,897 0 38,897
Other . . . . . . . . . . . . . . . . . . . . . . . . . 304,125 0 304,125
----------- ----------- -----------
Total Current Assets . . . . . . . . . . . . . . . . . . 5,670,749 0 5,670,749
----------- ----------- -----------
Deferred taxes - noncurrent . . . . . . . . . . . . . . . 99,545 0 99,545
----------- ----------- -----------
Total Assets . . . . . . . . . . . . . . . . . . . . . . 36,634,671 0 36,634,671
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
TVC Pro Forma TVC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $25 par value . . . . . . . . . . . . . . 15,292,600 0 15,292,600
Amounts paid in excess of par . . . . . . . . . . . . . 42,802,023 0 42,802,023
Retained earnings . . . . . . . . . . . . . . . . . . . (21,897,737) 0 (21,897,737)
----------- ----------- -----------
Total Capitalization . . . . . . . . . . . . . . . . . . 36,196,886 0 36,196,886
----------- ----------- -----------
Current Liabilities
Accounts and drafts payable . . . . . . . . . . . . . . 149,945 0 149,945
Accrued taxes . . . . . . . . . . . . . . . . . . . . . 30 0 30
Accrued interest . . . . . . . . . . . . . . . . . . . 107,239 0 107,239
Deferred income taxes - current . . . . . . . . . . . . 132,345 0 132,345
----------- ----------- -----------
Total Current Liabilities . . . . . . . . . . . . . . . . 389,559 0 389,559
----------- ----------- -----------
Other Liabilities and Deferred Credits
Other . . . . . . . . . . . . . . . . . . . . . . . . . 48,225 0 48,225
----------- ----------- -----------
Total Other Liabilities and Deferred Credits . . . . . . 48,225 0 8,225
----------- ----------- -----------
Total Capitalization and Liabilities . . . . . . . . . . 36,634,671 0 36,634,671
=========== =========== ===========
</TABLE>
<PAGE> 21
PAGE 2
TRISTAR VENTURES CORPORATION UNAUDITED
PRO FORMA ENTRIES 6(b)(1)(b)
<TABLE>
<S> <C> <C> <C>
1. Investment in subsidiaries - Georgetown Limited Corp. 6,128,295
Notes receivable 6,128,295
To convert debt due to TVC, the Parent Company,
to Contributed Capital
2. Investment in subsidiaries - Georgetown General Corp. 124,096
Notes receivable 124,096
To convert debt due to TVC, the Parent Company,
to Contributed Capital
3. Investment in subsidiaries - Fuel Cells Corp. 883,273
Notes receivable 883,273
To convert debt due to TVC, the Parent Company,
to Contributed Capital
</TABLE>
<PAGE> 22
PAGE 1
EXHIBIT INDEX
(a) Exhibits
F-2 Opinion of Counsel (to be filed by amendment)
G Financial Data Schedule (incorporated herein as
Exhibit No. 27)
H-2 Draft Notice
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
ITEM 6(a)
EXHIBIT 27
TRISTAR VENTURES CORPORATION AND SUBSIDIARIES
ARTICLE OPUR1
FINANCIAL DATA SCHEDULES
PER BOOK
AUGUST 31, 1994
</LEGEND>
<CIK> 0000022099
<NAME> COLUMBIA GAS
<SUBSIDIARY>
<NUMBER> 1
<NAME> TVC
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1993 DEC-31-1993
<PERIOD-END> AUG-31-1994 AUG-31-1994
<BOOK-VALUE> PER BOOK PRO FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 30,864,377 30,864,377
<TOTAL-CURRENT-ASSETS> 5,670,749 5,670,749
<TOTAL-DEFERRED-CHARGES> 99,545 99,545
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 36,634,671 36,634,671
<COMMON> 15,292,600 15,292,600
<CAPITAL-SURPLUS-PAID-IN> 42,802,023 42,802,023
<RETAINED-EARNINGS> 1,051,844,087 1,051,844,087
<TOTAL-COMMON-STOCKHOLDERS-EQ> 36,196,886 36,196,886
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 437,784 437,784
<TOT-CAPITALIZATION-AND-LIAB> 36,634,671 36,634,671
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 0 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
<PAGE> 1
PAGE 1
EXHIBIT H-2
SECURITIES AND EXCHANGE COMMISSION
(Release No. )
TRISTAR VENTURES CORPORATION AND SUBSIDIARIES NOTICE OF PROPOSED
RECAPITALIZATION, REINVESTMENT OF FUNDS IN QFS, EWGS AND FUCOS, PROVISION OF
SERVICES TO NONAFFILIATES, AND CANCELLATION OF DEBT
TriStar Ventures Corporation ("TVC"), a Delaware corporation and
subsidiary of The Columbia Gas System, Inc. ("Columbia"), a registered holding
company, has filed, along with its wholly-owned subsidiaries ("TriStar
Subsidiaries") post-effective amendment under Sections 9, 10, 11, 12(c), 32 and
33 under the Public Utility Holding Company Act of 1935 (the "Act") and Rules
42, 43, 45, 46 and 54 thereunder.
By Order dated November 19, 1993 (HCAR No. 25927) in this file, the
Commission permitted recapitalization of TVC by Columbia. A reservation of
jurisdiction pending completion of the file was granted over that portion of
the underlying Application-Declaration that requested additional financing of
TVC by Columbia. TVC has withdrawn that portion of the Application-Declaration
concerning the additional financing and associated investment proposal.
Instead, TVC intends to invest funds on hand and generated by the operations of
its subsidiaries' cogeneration investments in development of cogeneration,
electric wholesale generator, and foreign utility company projects. In order
to do so, TVC must be able to recover project-generated sums from the
subsidiaries.
TVC and the TriStar Subsidiaries seek a continuing authority for the
recapitalization of one or more of the TriStar Subsidiaries through the
repurchase of shares of common stock, and/or the payment of dividends out of
unearned surplus so as to transfer unused funds from the special purpose
subsidiaries back to TVC. The TriStar Subsidiaries' funds would come from
releases of contingent equity and project distributions from operational
projects or from other sources.
TVC seeks a continuing authority to reinvest directly or indirectly
such funds received in preliminary development and administrative expenses and,
in connection therewith, to fund additional TriStar Subsidiaries. The TriStar
Subsidiaries would issue and sell shares of common stock at $25 par value per
share, and TVC would acquire shares of the common stock at or above par value.
Installment promissory notes ("Notes") could also be issued by the TriStar
Subsidiaries to TVC. The Notes would bear a fixed interest rate to be
determined at the time of issuance based upon the preceding calendar quarter
three-month average yield on newly issued "A" rated 25-30 year utility bonds as
published in Salomon Brothers' weekly Bond Market Roundup or 2% per annum above
the foregoing applicable rate if interest or principal payment on the Notes
becomes past due. The Notes will be payable in installments over a period not
to exceed 30 years and will be dated the date of their issue. TVC may also
choose to make such investments in the TriStar Subsidiaries through short-term
advances and/or capital contributions. The amount invested by TVC in the
TriStar Subsidiaries would not exceed funds on hand or generated by existing
operations. No funds currently will be received from Columbia to
<PAGE> 2
PAGE 2
fund these operations. Financing from Columbia may be sought at a future date
when TVC desires to acquire an interest in a specific project, and Commission
approval will be requested for such financing and, to the extent required, for
the acquisition.
TVC would invest in the TriStar Subsidiaries for activities related to
qualifying cogeneration facilities ("QFs") as defined under the Public Utility
Regulatory Policies Act and for activities related to electric wholesale
generators ("EWGs") as defined in Section 32 of the Act and foreign utility
companies ("FUCOs") as defined in Section 33 of the Act. Such investments
could be through the TriStar Subsidiaries already organized to participate in
QF projects, through TVC Nine Corporation and TVC Ten Corporation (two
organized but inactive TriStar Subsidiaries), and/or through other TriStar
Subsidiaries to be organized to participate in EWGs and FUCOs, including
intermediate holding companies for EWG and FUCO investments ("Project
Parents"). With regard to its continuing preliminary development of QFs, TVC
will obtain prior approval of the Commission once it desires to proceed beyond
preliminary development through additional investments by TriStar Subsidiaries
in partnerships, joint ventures or other entities established to construct or
otherwise participate in QF projects, or TVC will make such participation
contingent upon Commission approval.
TVC plans to form, acquire, finance and own the securities or
interests in the business of EWGs and/or FUCOs directly or indirectly through
Project Parents. The Project Parents would be special purpose domestic
corporations, foreign corporations, partnerships, or limited liability
companies (or the equivalent thereof) and could include joint ventures engaged
in EWG/FUCO activities. With regard to FUCO activities, the organization,
formation or acquisition of one or more Project Parents may be necessary or
desirable to facilitate such projects in foreign companies. A holding
structure of one or more Project Parents also may be necessary or desirable to
minimize tax liabilities, to bid on projects through joint ventures, to
facilitate a participant's consolidated tax and accounting activities in joint
ventures, to insulate TVC from certain business, tax and labor risks, and to
facilitate adjustments to or sales of interests of joint ventures or
partnerships. A Project Parent may also acquire and hold direct and indirect
interests in both FUCOs and EWGs.
Investments by TVC directly or indirectly in any Project Parent may
take the form of any combination of acquisitions of capital shares, partnership
interests, trust certificates or the equivalent of any of the foregoing under
the laws of foreign jurisdictions, if applicable. Any investment in the
capital shares or other equity securities of a Project Parent that have a
stated par value will be in an amount equal to or greater than par value. As
to Project Parents that are not determined to be EWGs or FUCOs, TVC and the
Project Parent would make a filing when required for financing authority at the
appropriate time unless a filing is unnecessary at such later date due to
regulation, rule or otherwise.
TVC does not contemplate utilizing the services of employees of the
Columbia system's domestic public utility companies. However, were it to do
so, no more than two percent of the employees of the system's domestic public
utility companies would render services at any one time, directly or
indirectly, to EWGs or FUCOs in which TVC may directly or indirectly hold an
interest unless previous Commission approval were sought.
<PAGE> 3
PAGE 3
TVC also proposes to have continuing authority to provide fuel
management, operations and maintenance and related services to non-affiliated
entities primarily involved in electric generation projects. The proposed fuel
management services would consist of developing fuel acquisition strategies to
support nonaffiliated entities during the project development stage, as well as
daily management of fuel operations and fuel-related risks of operational
projects. TVC would provide its services, which would predominantly involve
natural gas, to nonaffiliates at negotiated rates. TVC states that the
provision of such services to nonaffiliates may facilitate its participation in
electric generation projects.
Finally, TVC proposes, through December 31, 1996, to cancel debt
issued by three TriStar Subsidiaries that were involved in projects that never
proceeded past development. Upon such cancellation, the appropriate book
entries would be recorded in accordance with generally accepted accounting
practices. The amount of debt to be cancelled would not exceed: TriStar
Georgetown General Corporation, $125,000; TriStar Georgetown Limited
Corporation, $6,200,000; and TriStar Fuel Cells Corporation, $900,000.
The application-declaration as amended and the post-effective
amendment thereto are available for public inspection through the Commission's
Office of Public Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by __________, 1994, to the
Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and
serve a copy on the applicants-declarants at the address specified above.
Proof of service (by affidavit or, in case of an attorney-at-law, by
certificate) should be filed with the request. Any request for a hearing shall
identify specifically the issues of fact or law that are disputed. A person
who so requests will be notified of any hearing, if ordered, and will receive a
copy of any notice or order issued in this matter. After said date, the
post-effective amendment to the joint-application, as filed or as it may be
amended, may be permitted to become effective.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
