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File No. 70-8235
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 8 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
THRUSTER 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
_________________________________________________________________
(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)
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The Application-Declaration previously filed and amended is hereby
further amended by deleting Amendment No. 7 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
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granted over that proposal pending completion of the record. 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 (the "TriStar 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,
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among other things, the organization of TVC as a wholly-owned 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 cash on hand and
proceeds generated by the Projects and other operations to enable them to
continue funding preliminary development and administrative operations and,
with Commission approval to the extent required and inasmuch as funds are
available, investments in new projects. As set forth in Exhibit I-1, currently
TVC expects to have up to $34.1 million (the "Self-Generated Funds") available
to it and its subsidiaries through December 31, 1997 to expend on
preliminary development, administration and new investments. Preliminary
development activities would include, but not be limited to, the investigation
of sites, preliminary engineering and licensing activities, acquiring options
and rights, contract drafting and negotiating, preparation of proposals and
the other necessary activities to identify and analyze feasible investment
opportunities and to initiate the commercialization of a project.
Administration would include the ongoing personnel, accounting, engineering,
legal, financial and other support activities necessary for TVC to manage its
operations and investments. TVC may engage directly in preliminary
development, or such activities may be conducted indirectly through the
TriStar Subsidiaries, including TVC Nine Corporation and TVC Ten Corporation,
two organized but inactive subsidiaries.
To fund development activities of the TriStar Subsidiaries through
December 31, 1997, TVC and the TriStar Subsidiaries hereby seek authority for
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the issuance and sale of the TriStar Subsidiaries' securities, and the purchase
thereof by TVC, in an aggregate amount not to exceed the Self-Generated Funds.
In connection therewith, the TriStar Subsidiaries could 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 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 for preliminary development in the TriStar
Subsidiaries through short-term advances and/or capital contributions.
Short-term advances would be made on open account, would bear interest at a
rate equivalent to the composite weighted effective cost of Columbia's
short-term financing transactions, and would be repaid by the TriStar
Subsidiaries as funds are available but no later than April 30 of the following
year.
TVC or the appropriate TriStar Subsidiaries will obtain prior approval
of the Commission once they desire to proceed beyond preliminary development
of QFs to investment in partnerships, joint ventures or other entities
established to
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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, with
Commission approval), all or some portion of the Self-Generated Funds in
development or in acquisitions of interests in EWGs and/or FUCOs. This
proposed investment is described in Item 1.c below.
b) 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 ability to transfer those funds to TVC for its
operations. These funds would form part of the Self-Generated Funds that TVC
plans to invest, directly or indirectly, in various activities as described in
this Amendment No. 8.
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 fell away, and
continue to fall away, so that the TriStar Subsidiaries involved
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in the projects receive releases of their contingent equity and other funds
that were previously escrowed or otherwise held under the financing and
project 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 the subsidiaries' dividends), and/or by the repayment
of debt. TVC and the TriStar Subsidiaries request authority, through
December 31, 1997, for the repurchase of common stock or the payment of
dividends out of capital surplus by the TriStar Subsidiaries to permit TVC to
recapture funds generated by operations of its subsidiaries and excess to the
needs of the subsidiaries. The proposed amount of stock repurchases and/or
dividends out of capital surplus to be paid to TVC by certain TriStar
Subsidiaries would not exceed the following: TriStar Binghamton General
Corporation - $1.2 million; TriStar Binghamton Limited Corporation - $2.8
million; TriStar Vineland General Corporation - $350,000; and TriStar Vineland
Limited Corporation - $3.15 million.
c) EWGs and FUCOs
TVC may desire to directly or indirectly acquire and hold the
securities, or an interest in the business, of one or more
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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.
Columbia currently has made no EWG- or FUCO-related investments, nor does it
propose herein to issue or sell any securities to make EWG- or FUCO-related
investments. TVC, the Columbia subsidiary that already is organized to invest
in certain electric generation projects, proposes to make such investments
utilizing at present only the Self-Generated Funds. Hence, TVC seeks
authority merely to make such investments on the same basis as 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
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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 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 for its EWG and FUCO
activities. However, were it to do so, no more
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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 requests the authority to invest all of some portion of the
Self-Generated Funds, through December 31, 1997, in its direct or indirect
investments in Project Parents of FUCOs, or Project Parents holding a
combination of FUCO and EWG investments, or the direct acquisition of FUCOs.
Commission approval is not required for TVC's direct or indirect acquisition
of EWGs so long as TVC invests self-generated funds. However, at such time as
it may require funds from other sources, TVC would file for such financing
authority as required.
d) Project Management Services
In the Application-Declaration underlying the Order dated September
26, 1986 (which allowed the Application-Declaration as amended to 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 ("O&M") and related services to non-affiliated entities
involved in electric generation projects (such as cogenerators and independent
power producers), 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
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to TVC's business of developing and owning projects and would be provided under
the direction and management of the owners and/or operators of the
non-affiliated 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. Were TVC to propose to invest
in such projects, TVC would seek Commission approval 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 so as
to generate revenues in an incidental enterprise that normally would not
require investment of equity nor capital investments.
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. More specifically, the fuel
management services may include such duties as planning and arranging the
supply and transportation of fuel; negotiating and managing gas supply
contracts; planning and negotiating 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.
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The proposed O&M services, performed for a fee, would consist of
overseeing the day-to-day management, coordination and optimization of
projects. O&M services may include such duties as overseeing project
operations to maximize the economic advantages of project operations to
owners; assessing compliance with regulatory and environmental issues;
monitoring project performance; establishing and monitoring operating plans
and budgets; negotiating, approving and managing contracts for outside
services; and evaluating issues related to the project host and utility.
TVC plans to provide its project management services to nonaffiliates
at negotiated rates. TVC proposes to use its own employees to render such
services. While TVC is not presently involved with providing project
management services to nonaffiliates, it currently estimates that its revenues
from such services may grow to $4.0 million annually by the end of 1997. TVC
proposes that the Commission impose no time restriction on revenues from its
services at this time since such a restriction would limit the duration of any
contract to provide services. TVC proposes that the provision of services be
reviewed at the end of 1997 to determine whether further expansion of the
activity poses any detriment to the operation of the utility system.
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. Pro forma financial statements are
provided hereinafter giving effect to the debt cancellation. 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) through December 31, 1997, for the investment by TVC of all or
some portion of the Self-Generated Funds in the
TriStar Subsidiaries for preliminary development, through the
issuance by the subsidiaries, and the purchase
thereof by TVC, of their common stock at or above par value
and/or Notes, and/or the making of short-term advances
and capital contributions;
(b) through December 31, 1997, for the recapitalization of certain
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 in an aggregate amount not
to exceed: TriStar Binghamton General Corporation -
$1.2 million; TriStar Binghamton Limited Corporation - $2.8
million; TriStar Vineland
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General Corporation - $350,000; and TriStar Vineland Limited
Corporation - $3.15 million;
(c) through December 31, 1997, for the direct or indirect
acquisition and holding of securities or an interest
in the business, of one or more FUCOs and/or Project Parents
engaged in FUCO and/or combination EWG/FUCO
activities, through the investment of all or a portion of the
Self-Generated Funds;
(d) the provision of 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.
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(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:
Services of Columbia Gas System Service $10,000
Corporation in connection with the preparation
of this amendment to the Application-Declaration
Total ...................................... $10,000
(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 Sections 12(b) and 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 6, 7, 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
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company system. Benefits of TVC's providing such services 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, 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
November 18, 1994 and its order on or by December 14, 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 Schedules (incorporated herein as
Exhibit 27)
H-3 Draft Notice
I-1 TriStar Ventures Corporation Summary of
Self-Generated Funds 1995-1997
I-2 Binghamton Cogeneration Limited Partnership Balance
Sheet as of August 31, 1994 (unaudited) (confidential
treatment requested)(to be filed by amendment)
I-3 Binghamton Cogeneration Limited Partnership Statement
of Income for the twelve months ended August 31, 1994
(unaudited)(confidential treatment requested)(to be
filed by amendment)
I-4 Vineland Cogeneration Limited Partnership Balance
Sheet as of August 31, 1994 (unaudited) (confidential
treatment requested)(to be filed by amendment)
I-5 Vineland Cogeneration Limited Partnership Statement
of Income for the twelve months ended August 31, 1994
(unaudited)(confidential treatment requested)(to be
filed by amendment)
I-6 Pedricktown Cogeneration Limited Partnership Balance
Sheet as of August 31, 1994 (unaudited) (confidential
treatment requested)(to be filed by amendment)
I-7 Pedricktown Cogeneration Limited Partnership
Statement of Income for the twelve months ended
August 31, 1994 (unaudited)(confidential treatment
requested)(to be filed by amendment)
I-8 Rumford Cogeneration Company Balance Sheet as of
December 31, 1993 (unaudited)(confidential treatment
requested)(to be filed by amendment)
I-9 Rumford Cogeneration Company Statement of Income for
the twelve months ended December 31, 1993
(unaudited)(confidential treatment requested)(to be
filed by amendment)
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(b) Financial Statements
1. TriStar Ventures Corporation
(a) Balance Sheet as of August 31, 1994 (actual
and pro forma)
(b) Pro Forma Entries
2. Georgetown Limited Corporation
(a) Balance Sheet as of August 31, 1994 (actual
and pro forma)
(b) Pro Forma Entries
3. Georgetown General Corporation
(a) Balance Sheet as of August 31, 1994 (actual
and pro forma)
(b) Pro Forma Entries
4. Fuel Cells Corporation
(a) Balance Sheet as of August 31, 1994 (actual
and pro forma)
(b) Pro Forma Entries
5. Binghamton General Corporation
(a) Balance Sheet as of August 31, 1994 (actual
and pro forma)
(b) Pro Forma Entries
6. Binghamton Limited Corporation
(a) Balance Sheet as of August 31, 1994 (actual
and pro forma)
(b) Pro Forma Entries
7. Vineland General Corporation
(a) Balance Sheet as of August 31, 1994 (actual
and pro forma)
(b) Pro Forma Entries
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8. Vineland Limited Corporation
(a) Balance Sheet as of August 31, 1994 (actual
and pro forma)
(b) 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.
<PAGE> 24
PAGE 24
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.
<TABLE>
<S> <C> <C>
THE COLUMBIA GAS SYSTEM, INC.
Dated: November 3, 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: November 3, 1994 By: /s/ D. P. DETAR
----------------------------
D. P. Detar
Treasurer
</TABLE>
<PAGE> 25
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 4,537,908 20,332,311
Notes receivable ................................. 15,069,974 (7,135,664) 7,934,310
------------ ------------ ------------
Total Investments and Other Assets.................. 30,864,377 (2,597,756) 28,266,621
Current Assets
Cash and temporary cash investments .............. 2,877,748 2,597,756 5,475,504
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 2,597,756 8,268,505
------------ ------------ ------------
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 ............................................ 48,226 0 48,226
------------ ------------ ------------
Total Other Liabilities and Deferred Credits ....... 48,226 0 48,226
------------ ------------ ------------
Total Capitalization and Liabilities ............... 36,634,671 0 36,634,671
============ ============ ============
</TABLE>
<PAGE> 26
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
4. Investment in subsidiaries - Binghamton General Corp. 573,359
Cash and temporary cash investment 573,359
To record a dividend paid by Binghamton General Corp.
to TVC, the Parent Company
5. Investment in subsidiaries - Binghamton Limited Corp. 1,442,045
Cash and temporary cash investment 1,442,045
To record a dividend paid by Binghamton Limited Corp.
to TVC, the Parent Company
6. Investment in subsidiaries - Vineland General Corp. 63,768
Cash and temporary cash investment 63,768
To record a dividend paid by Vineland General Corp.
to TVC, the Parent Company
7. Investment in subsidiaries - Vineland Limited Corp. 518,584
Cash and temporary cash investment 518,584
To record dividend paid by Vineland Limited Corp.
to TVC, the Parent Company
</TABLE>
NOTE: The pro forma entries for dividends from unearned surplus reflects the
minimum amount currently available and does not show the additional
amounts that may be available through December 31, 1997.
<PAGE> 27
UNAUDITED
6(b)(2)(a)
GEORGETOWN LIMITED CORPORATION
BALANCE SHEET
ACTUAL and PRO FORMA
As of August 31, 1994
<TABLE>
<CAPTION>
GLC Pro Forma GLC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments and Other Assets
Investment in subsidiaries ....................... 0 0 0
Notes receivable ................................. 0 0 0
----------- ----------- -----------
Total Investments and Other Assets ................. 0 0 0
----------- ----------- -----------
Current Assets
Cash and temporary cash investments .............. 0 0 0
Other receivable.................................. 917 0 917
Deferred taxes - current ......................... 1,654 0 1,654
Taxes receivable ................................. 134,232 0 134,232
Prepayments ...................................... 0 0 0
Other ............................................ 24,500 0 24,500
----------- ----------- -----------
Total Current Assets ............................... 161,303 0 161,303
----------- ----------- -----------
Deferred taxes - noncurrent ........................ 2,086,657 0 2,086,657
----------- ----------- -----------
Total Assets ....................................... 2,247,960 0 2,247,960
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
GLC Pro Forma GLC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $25 par value ...................... 75,000 0 75,000
Amounts paid in excess of par .................... 0 6,128,295 6,128,295
Retained earnings ................................ (4,863,697) 0 (4,863,697)
----------- ----------- -----------
Total Capitalization ............................... (4,788,697) 6,128,295 1,339,598
----------- ----------- -----------
Current Liabilities
Notes payable .................................... 6,128,295 (6,128,295) 0
Accounts and drafts payable ...................... 79,189 0 79,189
Accrued taxes .................................... 0 0 0
Accrued interest ................................. 5,773 0 5,773
Deferred income taxes - current .................. 0 0 0
Other ............................................ 0 0 0
----------- ----------- -----------
Total Current Liabilities .......................... 6,213,257 (6,128,295) 84,962
----------- ----------- -----------
Other Liabilities and Deferred Credits
Other ............................................ 823,400 0 823,400
----------- ----------- -----------
Total Other Liabilities and Deferred Credits ....... 823,400 0 823,400
----------- ----------- -----------
Total Capitalization and Liabilities ............... 2,247,960 0 2,247,960
=========== =========== ===========
</TABLE>
<PAGE> 28
GEORGETOWN LIMITED CORPORATION UNAUDITED
PRO FORMA ENTRIES 6(b)(2)(b)
<TABLE>
<S> <C> <C> <C>
1. Amounts paid in excess of par 6,128,295
Notes payable 6,128,295
</TABLE>
To convert notes payable to TVC, the Parent,
to amounts paid in excess of par
NOTE: The pro forma entries for dividends from unearned surplus reflects the
minimum amount currently available and does not show the additional
amounts that may be available through December 31, 1997.
<PAGE> 29
UNAUDITED
6(b)(3)(a)
GEORGETOWN GENERAL CORPORATION
BALANCE SHEET
ACTUAL and PRO FORMA
As of August 31, 1994
<TABLE>
<CAPTION>
GGC Pro Forma GGC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments and Other Assets
Investment in subsidiaries ....................... 0 0 0
Notes receivable ................................. 0 0 0
----------- ----------- -----------
Total Investments and Other Assets ................. 0 0 0
----------- ----------- -----------
Current Assets
Cash and temporary cash investments .............. 0 0 0
Other receivable ................................. 94 0 94
Deferred taxes - current ......................... 9 0 9
Taxes receivable ................................. 3,779 0 3,779
Prepayments ...................................... 0 0 0
Other ............................................ 500 0 500
----------- ----------- -----------
Total Current Assets ............................... 4,382 0 4,382
----------- ----------- -----------
Deferred taxes - noncurrent ........................ 42,585 0 42,585
----------- ----------- -----------
Total Assets ....................................... 46,967 0 46,967
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
GGC Pro Forma GGC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $25 par value ...................... 10,025 0 10,025
Amounts paid in excess of par .................... 0 124,096 124,096
Retained earnings ................................ (105,569) 0 (105,569)
----------- ----------- -----------
Total Capitalization ............................... (95,544) 124,096 28,552
----------- ----------- -----------
Current Liabilities
Notes payable .................................... 124,096 (124,096) 0
Accounts and drafts payable ...................... 1,481 0 1,481
Accrued taxes .................................... 0 0 0
Accrued interest ................................. 134 0 134
Deferred income taxes - current .................. 0 0 0
Other ............................................ 0 0 0
----------- ----------- -----------
Total Current Liabilities .......................... 125,711 (124,096) 1,615
----------- ----------- -----------
Other Liabilities and Deferred Credits
Other ............................................ 16,800 0 16,800
----------- ----------- -----------
Total Other Liabilities and Deferred Credits ....... 16,800 0 16,800
----------- ----------- -----------
Total Capitalization and Liabilities ............... 46,967 0 46,967
=========== =========== ===========
</TABLE>
<PAGE> 30
GEORGETOWN GENERAL CORPORATION UNAUDITED
PRO FORMA ENTRIES 6(b)(3)(b)
<TABLE>
<S> <C> <C> <C>
1. Amounts paid in excess of par 124,096
Notes payable 124,096
</TABLE>
NOTE: The pro forma entries for dividends from unearned surplus reflects the
minimum amount currently available and does not show the additional
amounts that may be available through December 31, 1997.
<PAGE> 31
UNAUDITED
6(b)(4)(a)
FUEL CELLS CORPORATION
BALANCE SHEET
ACTUAL and PRO FORMA
As of August 31, 1994
<TABLE>
<CAPTION>
FCC Pro Forma FCC
Actual Entries Pro Forma
----------- ---------- -----------
<S> <C> <C> <C>
ASSETS
Investments and Other Assets
Investment in subsidiaries ....................... 0 0 0
Notes receivable ................................. 0 0 0
----------- ---------- -----------
Total Investments and Other Assets ................. 0 0 0
----------- ---------- -----------
Current Assets
Cash and temporary cash investments .............. 0 0 0
Other receivables ................................ 0 0 0
Deferred taxes - current ......................... 0 0 0
Taxes receivable ................................. 10,421 0 10,421
Prepayments ...................................... 0 0 0
Other ............................................ 0 0 0
----------- ---------- -----------
Total Current Assets ............................... 10,421 0 10,421
----------- ---------- -----------
Deferred taxes - noncurrent ........................ 89 0 89
----------- ---------- -----------
Total Assets ....................................... 10,510 0 10,510
=========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
FCC Pro Forma FCC
Actual Entries Pro Forma
----------- ---------- -----------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $25 par value ...................... 75,000 0 75,000
Amounts paid in excess of par ..................... 0 883,273 883,273
Retained earnings ................................ (947,764) 0 (947,764)
----------- ---------- -----------
Total Capitalization ............................... (872,764) 883,273 10,509
----------- ---------- -----------
Current Liabilities
Notes payable .................................... 883,273 (883,273) 0
Accounts and drafts payable ...................... 0 0 0
Accrued taxes .................................... 0 0 0
Accrued interest ................................. 0 0 0
Deferred income taxes - current .................. 1 0 1
Other ............................................ 0 0 0
----------- ---------- -----------
Total Current Liabilities .......................... 883,274 (883,273) 1
----------- ---------- -----------
Other Liabilities and Deferred Credits
Other ............................................ 0 0 0
----------- ---------- -----------
Total Other Liabilities and Deferred Credits ....... 0 0 0
----------- ---------- -----------
Total Capitalization and Liabilities ............... 10,510 0 10,510
=========== ========== ===========
</TABLE>
<PAGE> 32
FUEL CELLS CORPORATION UNAUDITED
PRO FORMA ENTRIES 6(b)(4)(b)
<TABLE>
<S> <C> <C> <C>
1. Amounts Paid in Excess of Par 883,273
Notes payable 883,273
</TABLE>
To convert notes payable to TVC, the Parent,
to amounts paid in excess of par
NOTE: The pro forma entries for dividends from unearned surplus reflects the
minimum amount currently available and does not show the additional
amounts that may be available through December 31, 1997.
<PAGE> 33
UNAUDITED
6(b)(5)(a)
BINGHAMTON GENERAL CORPORATION
BALANCE SHEET
ACTUAL and PRO FORMA
As of August 31, 1994
<TABLE>
<CAPTION>
BGC Pro Forma BGC
Actual Entries Pro Forma
------------ ---------- -----------
<S> <C> <C> <C>
ASSETS
Investments and Other Assets
Investment in subsidiaries ....................... 2,228,543 0 2,228,543
Notes receivable ................................. 0 0 0
------------ ---------- -----------
Total Investments and Other Assets ................. 2,228,543 0 2,228,543
------------ ---------- -----------
Current Assets
Cash and temporary cash investments .............. 573,359 (573,359) 0
Other receivables ............................... 11,727 0 11,727
Deferred taxes current ........................... 2,462 0 2,462
Taxes receivable ................................ 6,275 0 6,275
Prepayments ...................................... 0 0 0
Other ............................................ 910 0 910
------------ ---------- -----------
Total Current Assets ............................... 594,733 (573,359) 21,374
------------ ---------- -----------
Deferred taxes - noncurrent ........................ 0 0 0
------------ ---------- -----------
Total Assets ....................................... 2,823,276 (573,359) 2,249,917
============ ========== ===========
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $25 par value ...................... 2,950 0 2,950
Amounts paid in excess of par .................... 2,847,500 (573,359) 2,274,141
Retained earnings ................................ (76,851) 0 (76,851)
------------ ---------- -----------
Total Capitalization ............................... 2,773,599 (573,359) 2,200,240
------------ ---------- -----------
Current Liabilities
Notes payable .................................... 0 0 0
Accounts and drafts payable ...................... 0 0 0
Accrued taxes .................................... 0 0 0
Accrued interest ................................. 8,064 0 8,064
Deferred income taxes - current .................. 0 0 0
Other ............................................ 20,793 0 20,793
------------ ---------- -----------
Total Current Liabilities .......................... 28,857 0 28,857
------------ ---------- -----------
Other Liabilities and Deferred Credits
Deferred taxes - noncurrent ...................... 20,820 0 20,820
Other ............................................ 0 0 0
------------ ---------- -----------
Total Other Liabilities and Deferred Credits ....... 20,820 0 20,820
------------ ---------- -----------
Total Capitalization and Liabilities ............... 2,823,276 (573,359) 2,249,917
============ ========== ===========
</TABLE>
<PAGE> 34
BINGHAMTON GENERAL CORPORATION UNAUDITED
PRO FORMA ENTRIES 6(b)(5)(b)
<TABLE>
<S> <C> <C> <C>
1. Amounts paid in excess of par 573,359
Cash and temporary cash investments 573,359
</TABLE>
To record a dividend paid to TVC, the Parent Company, from
Amounts paid in excess of par
NOTE: The pro forma entries for dividends from unearned surplus reflects the
minimum amount currently available and does not show the additional
amounts that may be available through December 31, 1997.
<PAGE> 35
UNAUDITED
6(b)(6)(a)
BINGHAMTON LIMITED CORPORATION
BALANCE SHEET
ACTUAL and PRO FORMA
As of August 31, 1994
<TABLE>
<CAPTION>
BLC Pro Forma BLC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments and Other Assets
Investment in subsidiaries ....................... 5,199,931 0 5,199,931
Notes receivable ................................. 0 0 0
----------- ----------- -----------
Total Investments and Other Assets ................. 5,199,931 0 5,199,931
----------- ----------- -----------
Current Assets
Cash and temporary cash investments .............. 1,442,045 (1,442,045) 0
Other receivables ............................... 27,362 0 27,362
Deferred taxes current ........................... 6,243 0 6,243
Taxes receivable ................................. 0 0 0
Prepayments ...................................... 0 0 0
Other ............................................ 718 0 718
----------- ----------- -----------
Total Current Assets ............................... 1,476,368 (1,442,045) 34,323
----------- ----------- -----------
Deferred taxes - noncurrent ........................ 0 0 0
----------- ----------- -----------
Total Assets ....................................... 6,676,299 (1,442,045) 5,234,254
=========== =========== ===========
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $25 par value ...................... 3,550 0 3,550
Amounts paid in excess of par .................... 6,647,500 (1,442,045) 5,205,455
Retained Earnings ................................ (197,701) 0 (197,701)
----------- ----------- -----------
Total Capitalization ............................... 6,453,349 (1,442,045) 5,011,304
----------- ----------- -----------
Current Liabilities
Notes payable .................................... 0 0 0
Accounts and drafts payable ...................... 0 0 0
Accrued taxes .................................... 109,690 0 109,690
Accrued interest ................................. 18,559 0 18,559
Deferred income taxes - current .................. 0 0 0
Other ............................................ 46,129 0 46,129
----------- ----------- -----------
Total Current Liabilities .......................... 174,378 0 174,378
----------- ----------- -----------
Other Liabilities and Deferred Credits
Deferred taxes - noncurrent ................ 48,572 0 48,572
Other ............................................ 0 0 0
----------- ----------- -----------
Total Other Liabilities and Deferred Credits ....... 48,572 0 48,572
----------- ----------- -----------
Total Capitalization and Liabilities ............... 6,676,299 (1,442,045) 5,234,254
=========== =========== ===========
</TABLE>
<PAGE> 36
BINGHAMTON LIMITED CORPORATION UNAUDITED
PRO FORMA ENTRIES 6(b)(6)(b)
<TABLE>
<S> <C> <C> <C>
1. Amounts paid in excess of par 1,442,045
Cash and temporary cash investments 1,442,045
</TABLE>
To record a dividend paid to TVC, the Parent Company, from
Amounts paid in excess of par
NOTE: The pro forma entries for dividends from unearned surplus reflects the
minimum amount currently available and does not show the additional
amounts that may be available through December 31, 1997.
<PAGE> 37
UNAUDITED
6(b)(7)(a)
VINELAND GENERAL CORPORATION
BALANCE SHEET
ACTUAL and PRO FORMA
As of August 31, 1994
<TABLE>
<CAPTION>
VGC Pro Forma VGC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments and Other Assets
Investment in subsidiaries ....................... 709,210 0 709,210
Notes receivable ................................. 0 0 0
----------- ----------- -----------
Total Investments and Other Assets ................. 709,210 0 709,210
----------- ----------- -----------
Current Assets
Cash and temporary cash investments .............. 63,768 (63,768) 0
Other receivables ............................... 363 0 363
Deferred taxes current ........................... 0 0 0
Taxes receivable ................................. 10,977 0 10,977
Prepayments ...................................... 0 0 0
Other ............................................ 923 0 923
----------- ----------- -----------
Total Current Assets ............................... 76,031 (63,768) 12,263
----------- ----------- -----------
Deferred taxes - noncurrent ........................ 0 0 0
----------- ----------- -----------
Total Assets ....................................... 785,241 (63,768) 721,473
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
VGC Pro Forma VGC
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $25 par value ...................... 67,600 0 67,600
Amounts paid in excess of par .................... 824,602 (63,768) 760,834
Retained earnings ................................ (119,263) 0 (119,263)
----------- ----------- -----------
Total Capitalization ............................... 772,939 (63,768) 709,171
----------- ----------- -----------
Current Liabilities
Notes payable .................................... 0 0 0
Accounts and drafts payable ...................... 0 0 0
Accrued taxes .................................... 0 0 0
Accrued interest ................................. 761 0 761
Deferred income taxes - current .................. 102 0 102
Other ............................................ 995 0 995
----------- ----------- -----------
Total Current Liabilities .......................... 1,858 0 1,858
----------- ----------- -----------
Other Liabilities and Deferred Credits
Deferred taxes - noncurrent ...................... 10,444 0 10,444
Other ............................................ 0 0 0
----------- ----------- -----------
Total Other Liabilities and Deferred Credits ....... 10,444 0 10,444
----------- ----------- -----------
Total Capitalization and Liabilities ............... 785,241 (63,768) 721,473
=========== =========== ===========
</TABLE>
<PAGE> 38
VINELAND GENERAL CORPORATION UNAUDITED
PRO FORMA ENTRIES 6(b)(7)(b)
<TABLE>
<S> <C> <C> <C>
1. Amounts paid in excess of par 63,768
Cash and temporary cash investments 63,768
</TABLE>
NOTE: The pro forma entries for dividends from unearned surplus reflects the
minimum amount currently available and does not show the additional
amounts that may be available through December 31, 1997.
<PAGE> 39
UNAUDITED
6(b)(8)(a)
VINELAND LIMITED CORPORATION
BALANCE SHEET
ACTUAL and PRO FORMA
As of August 31, 1994
<TABLE>
<CAPTION>
VLC Pro Forma VLC
Actual Entries Pro Forma
----------- ---------- -----------
<S> <C> <C> <C>
ASSETS
Investments and Other Assets
Investment in subsidiaries ....................... 6,377,918 0 6,377,918
Notes receivable ................................. 0 0 0
----------- ---------- -----------
Total Investments and Other Assets ................. 6,377,918 0 6,377,918
----------- ---------- -----------
Current Assets
Cash and temporary cash investments .............. 518,584 (518,584) 0
Other receivables ............................... 3,166 0 3,166
Deferred taxes current............................ 0 0 0
Taxes receivable ................................. 65,301 0 65,301
Prepayments ...................................... 0 0 0
Other ............................................ 49 0 49
----------- ---------- -----------
Total Current Assets ............................... 587,100 (518,584) 68,516
----------- ---------- -----------
Deferred taxes - noncurrent ........................ 0 0 0
----------- ---------- -----------
Total Assets ....................................... 6,965,018 (518,584) 6,446,434
=========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
VLC Pro Forma VLC
Actual Entries Pro Forma
----------- ---------- -----------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $25 par value ...................... 59,625 0 59,625
Amounts paid in excess of par .................... 7,000,884 (518,584) 6,482,300
Retained Earnings ................................ (200,596) 0 (200,596)
----------- ---------- -----------
Total Capitalization ............................... 6,859,913 (518,584) 6,341,329
----------- ---------- -----------
Current Liabilities
Notes payable .................................... 0 0 0
Accounts and drafts payable ...................... 0 0 0
Accrued taxes .................................... 0 0 0
Accrued interest ................................. 2,126 0 2,126
Deferred income taxes - current .................. 0 0 0
Other ............................................ 8,979 0 8,979
----------- ---------- -----------
Total Current Liabilities .......................... 11,105 0 11,105
----------- ---------- -----------
Other Liabilities and Deferred Credits
Deferred taxes - noncurrent ...................... 94,000 0 94,000
Other ............................................ 0 0 0
----------- ---------- -----------
Total Other Liabilities and Deferred Credits ....... 94,000 0 94,000
----------- ---------- -----------
Total Capitalization and Liabilities ............... 6,965,018 (518,584) 6,446,434
=========== ========== ===========
</TABLE>
<PAGE> 40
VINELAND LIMITED CORPORATION UNAUDITED
PRO FORMA ENTRIES 6(b)(8)(b)
<TABLE>
<S> <C> <C> <C>
1. Amounts paid in excess of par 518,584
Cash and temporary cash investments 518,584
</TABLE>
To record a dividend paid to TVC, the Parent Company,
from Amounts paid in excess of par
NOTE: The pro forma entries for dividends from unearned surplus reflects the
minimum amount currently available and does not show the additional
amounts that may be available through December 31, 1997.
<PAGE> 41
PAGE 1
EXHIBIT INDEX
(a) Exhibits
F-2 Opinion of Counsel (to be filed by amendment)
G Financial Data Schedules (incorporated herein as
Exhibit No. 27)
H-3 Draft Notice
I-1 TriStar Ventures Corporation Summary of
Self-Generated Funds 1995-1997
I-2 Binghamton Cogeneration Limited Partnership Balance
Sheet as of August 31, 1994 (unaudited) (confidential
treatment requested)(to be filed by amendment)
I-3 Binghamton Cogeneration Limited Partnership Statement
of Income for the twelve months ended August 31, 1994
(unaudited)(confidential treatment requested)(to be
filed by amendment)
I-4 Vineland Cogeneration Limited Partnership Balance
Sheet as of August 31, 1994 (unaudited) (confidential
treatment requested)(to be filed by amendment)
I-5 Vineland Cogeneration Limited Partnership Statement
of Income for the twelve months ended August 31, 1994
(unaudited)(confidential treatment requested)(to be
filed by amendment)
I-6 Pedricktown Cogeneration Limited Partnership Balance
Sheet as of August 31, 1994 (unaudited) (confidential
treatment requested)(to be filed by amendment)
I-7 Pedricktown Cogeneration Limited Partnership
Statement of Income for the twelve months ended
August 31, 1994 (unaudited)(confidential treatment
requested)(to be filed by amendment)
I-8 Rumford Cogeneration Company Balance Sheet as of
December 31, 1993 (unaudited)(confidential treatment
requested)(to be filed by amendment)
I-9 Rumford Cogeneration Company Statement of Income for
the twelve months ended December 31, 1993
(unaudited)(confidential treatment requested)(to be
filed by amendment)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TriStar Ventures Corporation
Parent Company
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<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 28,266,621
<TOTAL-CURRENT-ASSETS> 5,670,749 8,268,505
<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> (21,897,737) (21,897,737)
<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> 437,785 437,785
<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 0.0
<EPS-DILUTED> 0.0 0.0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TriStar Ventures Corporation
Parent Company
</LEGEND>
<SUBSIDIARY>
<NUMBER> 1
<NAME> Georgetown Limited Corp.
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> AUG-31-1994 AUG-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 161,303 161,303
<TOTAL-DEFERRED-CHARGES> 2,086,657 2,086,657
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 2,247,960 2,247,960
<COMMON> 75,000 75,000
<CAPITAL-SURPLUS-PAID-IN> 0 6,128,295
<RETAINED-EARNINGS> (4,863,697) (4,863,697)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (4,788,697) 1,339,598
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 6,128,295 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> 908,362 908,362
<TOT-CAPITALIZATION-AND-LIAB> 2,247,960 2,247,960
<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 0.0
<EPS-DILUTED> 0.0 0.0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TriStar Ventures Corporation
Parent Company
</LEGEND>
<SUBSIDIARY>
<NUMBER> 2
<NAME> Georgetown General Corp.
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> AUG-31-1994 AUG-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 4,382 4,382
<TOTAL-DEFERRED-CHARGES> 42,585 42,585
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 46,967 46,967
<COMMON> 10,025 10,025
<CAPITAL-SURPLUS-PAID-IN> 0 124,096
<RETAINED-EARNINGS> (105,569) (105,569)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (95,544) 28,552
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 124,096 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> 18,415 18,415
<TOT-CAPITALIZATION-AND-LIAB> 46,967 46,967
<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 0.0
<EPS-DILUTED> 0.0 0.0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TriStar Ventures Corporation
Parent Company
</LEGEND>
<SUBSIDIARY>
<NUMBER> 3
<NAME> Fuel Cells Corporation
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> AUG-31-1994 AUG-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 10,421 10,421
<TOTAL-DEFERRED-CHARGES> 89 89
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 10,510 10,510
<COMMON> 75,000 75,000
<CAPITAL-SURPLUS-PAID-IN> 0 883,273
<RETAINED-EARNINGS> (947,764) (947,764)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (872,764) 10,509
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 883,273 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> 1 1
<TOT-CAPITALIZATION-AND-LIAB> 10,510 10,510
<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 0.0
<EPS-DILUTED> 0.0 0.0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TriStar Ventures Corporation
Parent Company
</LEGEND>
<SUBSIDIARY>
<NUMBER> 4
<NAME> Binghamton General Corp.
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> AUG-31-1994 AUG-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 2,228,543 2,228,543
<TOTAL-CURRENT-ASSETS> 594,733 21,374
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 2,823,276 2,249,917
<COMMON> 2,950 2,950
<CAPITAL-SURPLUS-PAID-IN> 2,847,500 2,274,141
<RETAINED-EARNINGS> (76,851) (76,851)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,773,599 2,200,240
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> 49,677 49,677
<TOT-CAPITALIZATION-AND-LIAB> 2,823,276 2,249,917
<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 0.0
<EPS-DILUTED> 0.0 0.0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TriStar Ventures Corporation
Parent Company
</LEGEND>
<SUBSIDIARY>
<NUMBER> 6
<NAME> Vineland General Corp.
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> AUG-31-1994 AUG-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 709,210 709,210
<TOTAL-CURRENT-ASSETS> 76,031 12,263
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 785,241 721,473
<COMMON> 67,600 67,600
<CAPITAL-SURPLUS-PAID-IN> 824,602 760,834
<RETAINED-EARNINGS> (119,263) (119,263)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 772,939 709,171
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> 12,302 12,302
<TOT-CAPITALIZATION-AND-LIAB> 785,241 721,473
<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 0.0
<EPS-DILUTED> 0.0 0.0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TriStar Ventures Corporation
Parent Company
</LEGEND>
<SUBSIDIARY>
<NUMBER> 6
<NAME> Vineland General Corp.
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> AUG-31-1994 AUG-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 709,210 709,210
<TOTAL-CURRENT-ASSETS> 76,031 12,263
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 785,241 721,473
<COMMON> 67,600 67,600
<CAPITAL-SURPLUS-PAID-IN> 824,602 760,834
<RETAINED-EARNINGS> (119,263) (119,263)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 772,939 709,171
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> 12,302 12,302
<TOT-CAPITALIZATION-AND-LIAB> 785,241 721,473
<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 0.0
<EPS-DILUTED> 0.0 0.0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TriStar Ventures Corporation
Parent Company
</LEGEND>
<SUBSIDIARY>
<NUMBER> 7
<NAME> Vineland Limited Corp.
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> AUG-31-1994 AUG-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,377,918 6,377,918
<TOTAL-CURRENT-ASSETS> 587,100 68,516
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,965,018 6,446,434
<COMMON> 59,625 59,625
<CAPITAL-SURPLUS-PAID-IN> 7,000,884 6,482,300
<RETAINED-EARNINGS> (200,596) (200,596)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,859,913 6,341,329
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> 105,105 105,105
<TOT-CAPITALIZATION-AND-LIAB> 6,965,018 6,446,434
<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 0.0
<EPS-DILUTED> 0.0 0.0
</TABLE>
<PAGE> 1
PAGE 1
EXHIBIT H-3
SECURITIES AND EXCHANGE COMMISSION
(Release No. )
TRISTAR VENTURES CORPORATION AND SUBSIDIARIES NOTICE OF PROPOSED
RECAPITALIZATION, REINVESTMENT OF SELF-GENERATED 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") an amendment under Sections 6, 7, 9, 10, 12(b), 12(c), 32 and 33
under the Public Utility Holding Company Act of 1935 (the "Act") and Rules 42,
43, 45, 46, 51 and 54 thereunder.
By Order dated November 19, 1993 (HCAR No. 25927) in this file, the
Commission permitted the 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
its operations and 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 authority through December 31,
1997, 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 other project funds and
project distributions from operational projects. The maximum amount of such
recapitalizations would be as follows: TriStar Binghamton General Corporation
- - $1.2 million; TriStar Binghamton Limited Corporation - $2.8 million; TriStar
Vineland General Corporation - $350,000; and TriStar Vineland Limited
Corporation - $3.15 million.
TVC proposes to invest directly or indirectly the funds received from
its subsidiaries (through the recapitalizations described above, through
dividends paid out of income, and through repayment of debt) and from its
operations, which funds would not exceed, in the aggregate, $34.1 million (the
"Self-Generated Funds") in preliminary development and administrative
activities and investment in new projects. Preliminary development activities
would include, but not be limited to the investigation of sites, preliminary
engineering and licensing activities, acquiring options and rights, contract
drafting and negotiating, preparation of proposals and the other necessary
activities to identify and analyze feasible investment opportunities and to
initiate the commercialization of a project.
<PAGE> 2
PAGE 2
Administration would include the ongoing personnel, accounting, engineering,
legal, financial and other support activities necessary for TVC to manage its
operations and investments. In connection therewith, were TVC to make such
investments indirectly, 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. TVC
requests authority, through December 31, 1997, to indirectly invest all or some
of the Self-Generated Funds in the TriStar Subsidiaries as described therein.
TVC would invest the Self-Generated Funds, directly or indirectly
through the TriStar Subsidiaries, for activities related to qualifying
cogeneration facilities ("QFs") as defined under the Public Utility Regulatory
Policies Act, 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"). No funds currently will be received from Columbia to 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. 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
<PAGE> 3
PAGE 3
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's proposed direct or indirect investments
in EWGs require no approval of the Commission as TVC would use Self-Generated
Funds for the investment. TVC seeks authority, through December 31, 1997, to
invest all or some portion of the Self-Generated Funds to invest in FUCO's or
Project Parents that would acquire interests in FUCOs or both EWGs and FUCOs.
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. Presently Columbia
has made no EWG- or FUCO-related investments.
TVC also proposes to be authorized to provide project management
services--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. More specifically, the fuel
management services may include such duties as planning and arranging the
supply and transportation of fuel; negotiating and managing gas supply
contracts; planning and negotiating 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.
The proposed O&M services would consist of overseeing the day -to-day
management, coordination and optimization of projects. O&M services may
include such duties as overseeing project operations to maximize the economic
advantages of project operations to owners; assessing compliance with
regulatory and environmental issues; monitoring project performance;
establishing and monitoring operating plans and budgets; negotiating, approving
and managing contracts for outside services; and evaluating issues related to
the project host and utility. TVC would provide its services to nonaffiliates
at negotiated rates. TVC states that the provision of such services to
nonaffiliates may facilitate its participation in electric
<PAGE> 4
PAGE 4
generation projects and would allow it to use its resources to generate revenues
in ventures that ordinarily would require no equity or capital investment. TVC
contemplates using only its personnel to render the project management
services. TVC currently estimates that its revenues from such services may grow
to $4.0 million annually by the end of 1997. TVC requests that no restriction be
placed on the amount of revenues to be generated by the project management
services but proposes that the Commission review the amount of such revenues at
the end of 1997.
TVC also 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, $900,000.
The application-declaration as amended and the post-effective
amendment thereto are available for public inspection through the Commission's
Office of Public Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by __________, 1994, to the
Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and
serve a copy on the applicants-declarants at the address specified above.
Proof of service (by affidavit or, in case of an attorney-at-law, by
certificate) should be filed with the request. Any request for a hearing shall
identify specifically the issues of fact or law that are disputed. A person
who so requests will be notified of any hearing, if ordered, and will receive a
copy of any notice or order issued in this matter. After said date, the
post-effective amendment to the joint-application, as filed or as it may be
amended, may be permitted to become effective.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
<PAGE> 1
Exhibit I-1
TRISTAR VENTURES CORPORATION
TOTAL AVAILABLE SELF-GENERATED FUNDS
1995 THROUGH 1997
($ MILLIONS)
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Beginning Cash 6.7 17.8 26.1
Cash Receipts* 11.1 8.3 8.0
---- ---- ----
Available Self-Generated Funds 17.8 26.1 34.1
==== ==== ====
</TABLE>
*Cash Receipts are partnership distributions, tax refunds, and other operating
receipts.
